MANAGEMENT
AND

MARKETING AGREEMENT


BY
AND BETWEEN


NORTHERN
TECHNOLOGIES INTERNATIONAL CORPORATION


AND


POLYMER
ENERGY, LLC


DATED
AS OF JUNE 26, 2003











TABLE
OF CONTENTS


	
  ARTICLE 1 DEFINITIONS

  	
  1

  
	
   
	
   

	
   
	
  1.1
	
  Affiliate
	
  1

	
   
	
  1.2
	
  Agents
	
  1

	
   
	
  1.3
	
  Ancillary
  Agreements
	
  1

	
   
	
  1.4
	
  Atagencer
	
  2

	
   
	
  1.5
	
  At Cost
	
  2

	
   
	
  1.6
	
  Business
	
  2

	
   
	
  1.7
	
  Change of Control
	
  2

	
   
	
  1.8
	
  Company
	
  2

	
   
	
  1.9
	
  Effective Date
	
  2

	
   
	
  1.10
	
  Intellectual
  Property Rights
	
  2

	
   
	
  1.11
	
  Joint Venture
  Agreement
	
  2

	
   
	
  1.12
	
  Know-How
	
  3

	
   
	
  1.13
	
  Materials
	
  3

	
   
	
  1.14
	
  Net Sales
	
  3

	
   
	
  1.15
	
  New Technology
	
  3

	
   
	
  1.16
	
  NTI
	
  3

	
   
	
  1.17
	
  Operating Agreement
	
  3

	
   
	
  1.18
	
  Other Agreed Upon
  Technologies
	
  3

	
   
	
  1.19
	
  Parties
	
  3

	
   
	
  1.20
	
  Person
	
  3

	
   
	
  1.21
	
  Polymer Recycling
  Technology
	
  3

	
   
	
  1.22
	
  Processes
	
  3

	
   
	
  1.23
	
  Products
	
  3

	
   
	
  1.24
	
  Prototype
	
  4

	
   
	
  1.25
	
  Services
	
  4

	
   
	
  1.26
	
  Territory
	
  4

	
   
	
  1.27
	
  Tokarz
	
  4

	
   
	
  1.28
	
  Tokarz Trust
	
  4

	
   
	
  1.29
	
  Trademarks
	
  4

	
   
	
  1.30
	
  Trade Secrets
	
  4

	
   
	
  1.31
	
  Zalewski
	
  4

	
   
	
  1.32
	
  Zalewski Trust
	
  4

	
   
	
   
	
   
	
   

	
  ARTICLE 2 ENGAGEMENT OF NTI AS
  MANAGER
	
  4

	
   
	
   

	
   
	
  2.1
	
  Engagement of NTI
  as Manager
	
  4

	
   
	
  2.2
	
  Duties and
  Authority of Manager
	
  5

	
   
	
  2.3
	
  Responsibility of
  Manager or Specific Activities
	
  5

	
   
	
   
	
   
	
   

	
  ARTICLE 3 ENGAGEMENT OF NTI AS
  EXCLUSIVE MARKETING AGENT
	
  7

	
   
	
   

	
   
	
  3.1
	
  Exclusive Marketing
  Agent
	
  7

	
   
	
  3.2
	
  Commitment to Use
  its Best Efforts
	
  7

	
   
	
  3.3
	
  Promotion of
  Products and Trademarks
	
  7

	
   
	
  3.4
	
  Preparation and Use
  of Promotional Material
	
  7

	
   
	
  3.5
	
  Cooperation with
  Other Parties
	
  8

	
   
	
  3.6
	
  Appointment of
  Distributors
	
  8




i











	
  ARTICLE 4 PAYMENTS TO NTI FOR ITS
  SERVICES

  	
  8

  
	
   
	
   

	
   
	
  4.1
	
  Basis for Payments
	
  8

	
   
	
  4.2
	
  Compensation to NTI
  for Management Services
	
  8

	
   
	
  4.3
	
  Compensation to NTI
  for Marketing Services
	
  8

	
   
	
  4.4
	
  Compensation to NTI
  for Other Agreed Upon Technologies
	
  9

	
   
	
  4.5
	
  When a Sale is
  Deemed to Occur
	
  9

	
   
	
  4.6
	
  Support Year
	
  9

	
   
	
  4.7
	
  Statements and
  Payment to NTI
	
  9

	
   
	
  4.8
	
  Books and Records
	
  10

	
   
	
   
	
   
	
   

	
  ARTICLE 5 PROTECTION OF NTI TRADE
  SECRETS
	
  11

	
   
	
   

	
   
	
  5.1
	
  Identification of
  NTI Trade Secrets
	
  11

	
   
	
  5.2
	
  Protection of NTI
  Trade Secrets
	
  11

	
   
	
  5.3
	
  Protection of NTI
  Trade Secrets by Agents of the Company
	
  11

	
   
	
  5.4
	
  Remedies in the
  Event of a Violation of Article 5
	
  12

	
   
	
   
	
   
	
   

	
  ARTICLE 6  [RESERVED]
	
  12

	
   
	
   

	
  ARTICLE 7 TERM OF AGREEMENT
	
  12

	
   
	
   

	
   
	
  7.1
	
  Indefinite Term
	
  12

	
   
	
  7.2
	
  Termination
	
  13

	
   
	
  7.3
	
  Termination Upon
  Change of Control of a Party
	
  13

	
   
	
  7.4
	
  Termination Upon
  Bankruptcy or Insolvency
	
  13

	
   
	
  7.5
	
  Payment of Amounts
  Due
	
  14

	
   
	
  7.6
	
  Cooperation Upon Termination
	
  14

	
   
	
  7.7
	
  Non-Release of
  Obligations
	
  14

	
   
	
  7.8
	
  Cessation of Rights
  Upon Termination
	
  14

	
   
	
   
	
   
	
   

	
  ARTICLE 8 DEFAULT
	
  14

	
   
	
   

	
   
	
  8.1
	
  Event of Default
	
  14

	
   
	
  8.2
	
  Remedies Upon
  Default or Breach
	
  15

	
   
	
  8.3
	
  Non-Waiver of
  Rights
	
  15

	
   
	
   
	
   
	
   

	
  ARTICLE 9 DISPUTE RESOLUTION
	
  15

	
   
	
   

	
   
	
  9.1
	
  Dispute Resolution
  by Arbitration
	
  15

	
   
	
  9.2
	
  Disputes Not Subject
  to Arbitration
	
  16

	
   
	
  9.3
	
  Conduct of
  Arbitration Proceedings
	
  16

	
   
	
  9.4
	
  Designation of the
  “Prevailing Party”
	
  17

	
   
	
  9.5
	
  Punitive Damages
  Excluded
	
  17




ii










	
  ARTICLE 10 GENERAL PROVISIONS
	
  17

	
   
	
   

	
   
	
  10.1
	
  Benefit of Parties
	
  17

	
   
	
  10.2
	
  Counterparts
	
  17

	
   
	
  10.3
	
  Cooperation
	
  17

	
   
	
  10.4
	
  Index, Captions,
  Definitions and Defined Terms
	
  17

	
   
	
  10.5
	
  Waiver of
  Compliance
	
  18

	
   
	
  10.6
	
  Force Majeure
	
  18

	
   
	
  10.7
	
  Notices
	
  18

	
   
	
  10.8
	
  Entire Agreement
	
  19

	
   
	
  10.9
	
  Validity of
  Provisions
	
  19

	
   
	
  10.10
	
  Governmental
  Filings
	
  19

	
   
	
  10.11
	
  Payments
	
  19





iii











MANAGEMENT
AND 

MARKETING AGREEMENT

               THIS
MANAGEMENT AND MARKETING AGREEMENT (the “Agreement” ) is made and entered into
as of June 26, 2003, by and between NORTHERN TECHNOLOGIES INTERNATIONAL
CORPORATION, a corporation organized under the laws of the State of Delaware,
U.S.A. (“NTI”), and POLYMER ENERGY, LLC, a limited liability company organized
under the laws of the State of Ohio, U.S.A. (the “Company” ).  

ARTICLE 1

DEFINITIONS

               For
the purposes of this Management Agreement, the following Definitions of terms
shall apply.  Capitalized terms not
otherwise defined herein shall have the definition given to such terms in the
Joint Venture Agreement.

               1.1     
Affiliate.   
Any Person that controls, is controlled by, or is under common control with,
another Person.  

               1.2
     Agents.    The officers, employees,
consultants or other representatives of any of the Parties or of the
Company.  

               1.3
     Ancillary Agreements.    The following are
the Ancillary Agreements and the Parties thereto:


	
   
	
  (a)
	
  License Agreement.  License Agreement dated as of the
  Effective Date between Zbigniew Tokarz, Trustee U/A Dated June 26, 2003, as
  licensor, and the Company, as licensee, concerning the Polymer Recycling
  Technology (“License Agreement”).  

	
   
	
   
	
   

	
   
	
  (b)
	
  Technical Assistance Agreements.  Technical Assistance and Marketing Support
  Agreements dated as of the Effective Date between the Company and each of the
  Zalewski Trust and Atagencer (“Technical Assistance Agreements”).  

	
   
	
   
	
   

	
   
	
  (c)
	
  Management Agreement.  This Management and Marketing Agreement. 

	
   
	
   
	
   

	
   
	
  (d)
	
  Operating Agreement.  Operating Agreement of the Company dated as of the Effective
  Date.
	
   




1









               1.4     
Atagencer.   Atagencer,
LLC, a limited liability company organized under the laws of the State of Ohio,
U.S.A.  



               1.5     At Cost.    Without
profit component of any kind, direct or indirect, to the particular Party in
the given case (although nothing herein shall preclude such Party from
recovering all costs - direct and indirect - arising out of any transaction
with the proscription “At Cost”).

               1.6     Business.
   The commercial exploitation of the Polymer Recycling
Technology and any Other Agreed Upon Technology throughout the Territory,
including the manufacturing, promotion and sale of Products, the providing of
Services, and all other methods of commercialization of the Intellectual
Property Rights.

               1.7     Change of Control.   
Any change in ownership, management, control or scope of business activities of
a Party that could affect the performance of the duties and/or obligations of
such Party under the Joint Venture Agreement or any of the Ancillary
Agreements.  

               1.8
     Company.   Polymer Energy, LLC, a limited
liability company organized under the laws of the State of Ohio, U.S.A. as a
joint venture entity pursuant to the Joint Venture Agreement to conduct the
Business in the Territory.   

               1.9     Effective Date.    The
date of the Joint Venture Agreement.

               1.10     Intellectual Property Rights.   
The Polymer Recycling Technology and any Other Agreed Upon Technology,
including the Know-How, Materials, Processes, Trademarks, and Trade Secrets,
(all as hereinafter defined), collectively, as the same currently exist and
shall hereafter be modified, developed and/or acquired by the Company.  

               1.11     Joint Venture Agreement.    The
Joint Venture Agreement by and among Atagencer, the Tokarz Trust, the Zalewski
Trust and NTI relating to the formation and governance of the Company and the
conduct of the Business.


2










               1.12     Know-How.     The
technology, formulae, methods and procedures developed by the Company which are
unique in nature and essential or useful in the commercial exploitation of the
Polymer Recycling Technology and any Other Agreed Upon Technologies, together
with all improvements and modifications with respect thereto.


               1.13     Materials.     The
constituent materials and chemicals of one or more formulations developed by
the Company which are required for commercial exploitation of the Polymer
Recycling Technology and any Other Agreed Upon Technologies.  


               1.14     Net Sales.     The gross
proceeds received by the Company from the commercial exploitation of the
Polymer Recycling Technology and any Other Agreed Upon Technologies in normal,
bona fide commercial transactions on an arm’s length basis to, by, with, or
through an entity which is not affiliated with any Party to the Joint Venture
Agreement, less (i) sales discounts (including sales rebates); (ii) sales
returns; (iii) shipping and transaction costs, such as Value Added Tax, CIF
charges and packaging expenses; and (iv) sales commissions to third parties.




               1.15     New Technology.     Any
new technology developed by any of Atagencer, Mehmet Gencer, Tokarz, the Tokarz
Trust, Zalewski or the Zalewski Trust during the term of the Joint Venture
Agreement that is determined by the Parties to be desirable by the Company as
part of the Business and that subsequently becomes an Other Agreed Upon
Technology.  

               1.16     NTI.     Northern
Technologies International Corporation, a corporation organized under the laws
of the State of Delaware, U.S.A.  


               1.17     Operating Agreement.    
The Operating Agreement of the Company dated as of the Effective Date.  


               1.18     Other Agreed Upon Technologies.
    In conformity with the objectives of the Parties to expand
the Business over time, products, materials and/or technologies, including any
New Technology, identified by the Parties over time which are both compatible
with the Business and susceptible of being profitably marketed through and/or
by the Company in the Territory.  Upon
agreement of the Parties, in writing, to adopt such new products, materials
and/or technologies within the scope of the Company’s activities, and
successful negotiation of all requisite commercial rights to commercialize such
new products, materials and/or technologies in the Territory, such new
products, materials and/or technologies shall be deemed to be incorporated
within the Business as “Other Agreed Upon Technologies” to be treated as set
forth in the Joint Venture Agreement and/or the Ancillary Agreements.  


               1.19     Parties.     The Parties
to this Agreement and their successors and permitted assigns.


               1.20     Person.     A
corporation, partnership, limited liability company or other entity, however
denominated, and any natural person.


               1.21     Polymer Recycling Technology.
    A method for continuous conversion of polyolefinic plastics
wastes (such as polyethylene or polypropylene) to a liquid mixture of
non-saturated and saturated hydrocarbons, constituting high quality paraffin,
and a device to realize said method, including, without limitation, certain
rights to the patents, patent applications, know-how and related intellectual
property described in Exhibit A attached to the Joint Venture Agreement.


               1.22     Processes.
    The procedures utilizing the Know-How for the manufacture of
Products as developed and specified by the Company, together with any
improvements of and modifications to the same as it relates to the
manufacturing of Products, together with future technology, knowledge and
product development which is useful in the manufacture of Products.  


               1.23     Products.     Any
products, including machinery and equipment, manufactured by or for the Company
utilizing the Polymer Recycling Technology and any Other Agreed Upon
Technologies, incorporating the Materials, or utilizing the Trademarks, all of
which have been developed by and are owned and/or licensed by the Company.  


3











               1.24     Prototype.     A
prototype of the machinery and equipment required to practice or use the
Polymer Recycling Technology.  


               1.25     Services.    Services
utilizing or based upon the Polymer Recycling Technology or any Other Agreed
Upon Technology.  


               1.26     Territory.     All NAFTA
countries (including Canada, the United States and Mexico) and all countries of
Asia (including all ASEAN countries as well as India, Japan, China and Turkey),
as well as any other countries as shall be agreed among the Parties.  

               1.27     Tokarz.
    Zbigniew Tokarz, a natural Person. 

               1.28     Tokarz
Trust.     Irrevocable Trust Agreement of Zbigniew Tokarz
dated June 26, 2003.


               1.29     Trademarks.     Any
trademarks now or hereafter owned or licensed by the Company in connection with
the Business, including all trade literature, technical specifications and
application instructions and promotional material pertaining thereto, together
with all ancillary trademark registrations, which may differ between various
jurisdictions.  


               1.30     Trade Secrets.     Trade
Secrets includes both Company Trade Secrets (as defined in Section 13.1 of the
Joint Venture Agreement) and Shareholder Trade Secrets (as defined in Section
14.1 of the Joint Venture Agreement).  


               1.31     Zalewski.    Maciej Zalewski, a natural Person.


               1.32     Zalewski Trust.    
Irrevocable Trust Agreement of Maciej Zalewski dated June 26, 2003.


ARTICLE 2


ENGAGEMENT
OF NTI AS MANAGER


               2.1     Engagement of NTI as Manager.
    The Company hereby engages NTI to implement the Purposes of
the Joint Venture (as defined in Article 3 of the Joint Venture Agreement) and
to manage, supervise and conduct the Business. 
NTI hereby accepts such engagement and agrees to serve in such capacity
in accordance with the terms hereof and with the terms of the Joint Venture
Agreement and the other Ancillary Agreements.


4











               2.2     Duties and Authority of Manager.
    NTI shall have all authority which may be necessary,
desirable or appropriate in connection with the discharge of NTI’s duties
hereunder, subject only to applicable limitations contained in the Joint
Venture Agreement and the Ancillary Agreements, and the provisions of Article 2
hereof.  NTI shall use its best efforts
in the performance of its duties and shall discharge same and conduct the
Business in a good, workmanlike and commercially reasonable manner and in
accordance with sound business practices and the standard of diligence and care
normally exercised by duly qualified persons in the performance of comparable
work in the Territory.

               2.3     Responsibility of Manager or Specific Activities.
    In the course of fulfilling its responsibilities pursuant to
this Agreement, NTI shall carry out the following activities on behalf of the
Company.

	
   
	
  (a)
	
  Cause the Company to comply with the terms of the
  Joint Venture Agreement and the Ancillary Agreements;

	
   
	
   
	
   

	
   
	
  (b)
	
  Acquire such materials, supplies, equipment,
  services and technical assistance as may be necessary, desirable or
  appropriate for the conduct of the Business;

	
   
	
   
	
   

	
   
	
  (c)
	
  Procure from outside experts, consultants and
  professionals such engineering, legal, advertising, promotional, and, except
  for accounting services (which shall be provided in accordance with the Joint
  Venture Agreement), other advisory and professional services as may be
  necessary, desirable or appropriate for the conduct of the Business;

	
   
	
   
	
   

	
   
	
  (d)
	
  Protect, keep and maintain the properties and assets
  of the Company and such properties and assets of the Parties to the Joint
  Venture Agreement as are in the Company’s actual possession;

	
   
	
   
	
   

	
   
	
  (e)
	
  Hire, train and supervise such personnel as may be
  necessary, desirable or appropriate for the conduct of the Business;

	
   
	
   
	
   

	
   
	
  (f)
	
  Provide all executive and administrative responsibilities
  and services necessary, desirable or appropriate for the conduct of the
  Business;

	
   
	
   
	
   

	
   
	
  (g)
	
  Cause the Company to comply with all laws applicable
  to it;

	
   
	
   
	
   

	
   
	
  (h)
	
  Process all customer orders, provide billings to
  customers and make adjustments with customers as appropriate;

	
   
	
   
	
   

	
   
	
  (i)
	
  Manage the credit risk of the Company including
  making inquiries regarding the creditworthiness of potential customers;




5











	
   
	
   
	
   

	
   
	
  (j)
	
  Manufacture or cause the manufacture of products and
  Other Agreed Upon Technologies in the Territory, and, as far as NTI and its
  affiliates are concerned, At Cost;

	
   
	
   
	
   

	
   
	
  (k)
	
  Maintain the books and records of the Company in
  accordance with the normal practices of similar businesses in the Territory;

	
   
	
   
	
   

	
   
	
  (l)
	
  Prepare and file with governmental authorities all
  required reports and returns relating to the Business;

	
   
	
   
	
   

	
   
	
  (m)
	
  Procure on behalf of the Company such product
  liability, public liability and other liability, casualty, and general
  insurance, as may be necessary, desirable and appropriate for the conduct of
  the Business in the Territory;

	
   
	
   
	
   

	
   
	
  (n)
	
  Establish and maintain a segregated bank account or
  accounts in the name of the Company for the deposit and disposition of all
  funds generated by and disbursed for the Business;

	
   
	
   
	
   

	
   
	
  (o)
	
  Apply standards for the extension of credit and
  establish and maintain systems for the collection of all accounts, including
  overdue accounts in accordance with the normal practices of similar
  businesses in the Territory;

	
   
	
   
	
   

	
   
	
  (p)
	
  Coordinate the pricing and discount structure for
  the sale of products and Other Agreed Upon Technologies to customers and/or
  distributors in the Territory, which will result in a reasonable profit to
  the Company, subject to the provisions of the Joint Venture Agreement;

	
   
	
   
	
   

	
   
	
  (q)
	
  Arrange for the preparation and delivery of the
  Company’s financial statements as required by the Joint Venture Agreement;

	
   
	
  (r)
	
  Cause Agents of the Company to execute appropriate
  Trade Secrecy Agreements for the benefit of the Company; and to execute Trade
  Secrecy Agreements for the benefit of NTI; 

	
   
	
  (s)
	
  Use its best efforts, directly and through its
  Affiliates, to (i) negotiate and manage strategic alliances with governmental
  agencies and other Persons to promote the commercialization of the Intellectual
  Property Rights throughout the Territory, and (ii) assist in obtaining any
  necessary financing for the operation of the Business;




6











	
   
	
  (t)
	
  Take commercially reasonable efforts to cause the
  Company to register and protect all Intellectual Property Rights worldwide;
  and

	
   
	
   
	
   

	
   
	
  (u)
	
  Perform or cause the Company to perform all other
  acts and functions as may be necessary, desirable or appropriate in
  connection with the conduct of the Business within its limited liability
  company authority as stated in the Company’s Articles of Organization,
  subject to the Joint Venture Agreement, the Ancillary Agreements and duly
  adopted Resolutions of the Board of Managers.





ARTICLE 3


ENGAGEMENT
OF NTI AS

EXCLUSIVE MARKETING AGENT


               3.1     Exclusive Marketing Agent.   The
Company hereby engages NTI as its exclusive marketing agent for the marketing
and sale of Products and Services utilizing the Polymer Recycling Technology
and Other Agreed Upon Technologies in the Territory, and NTI hereby accepts such
engagement and agrees to use its best efforts in accordance with the terms
hereof to promote the marketing and sale of Products and Services in the
Territory.


               3.2     Commitment to Use its Best Efforts.
   NTI shall use its best efforts in the performance of its
duties hereunder and shall discharge same in a good, workmanlike and
commercially reasonable manner and in accordance with sound business practices
and the standard of diligence and care normally exercised by duly qualified
persons in the performance of comparable work.


               3.3     Promotion of Products and Trademarks.
   In connection with the discharge of its duties hereunder NTI
shall use its best efforts to solicit and to obtain business and, in so doing,
to develop an increasing awareness of the Products and any Trademarks relating
to the Polymer Recycling Technology and any Other Agreed Upon Technologies
among potential customers.  Such sales
efforts will be carried on by properly trained sales personnel who shall
thoroughly, energetically and regularly canvass and call upon customers and
potential customers.  NTI shall advise
the Company on a periodic basis (not less frequently than quarterly) as to the
status of its sales efforts, the nature of orders obtained and the amount of
backlog.


               3.4     Preparation and Use of Promotional Material.
   NTI shall prepare promotional material for the conduct of the
Business in the Territory in the language(s) which in NTI’s judgment are
suitable under good business practice in each country within the
Territory.  


7











               3.5     Cooperation with Other Parties.
   NTI shall cooperate with Atagencer, the Tokarz Trust and the
Zalewski Trust in their efforts to commercialize and further develop the
Intellectual Property Rights, including efforts to seek strategic alliances
with other Persons and governmental entities and to seek grants and other
financing opportunities for the Business.


               3.6     Appointment of Distributors.
   NTI may appoint distributors for Products relating to the
Polymer Recycling Technology and any Other Agreed Upon Technologies in the
Territory on an arms-length basis.  NTI
may also serve as a distributor of Products relating to the Polymer Recycling
Technology and any and Other Agreed Upon Technologies, either directly or
indirectly in the Territory, provided that the total compensation to NTI for
all services it renders to the Company as Sales Manager does not aggregate more
than ten percent (10%) of Net Sales.


ARTICLE 4


PAYMENTS
TO NTI FOR ITS SERVICES


               4.1     Basis for Payments.
   The Company shall make payments to NTI which are provided for
in Article 4 of this Management Agreement in consideration of the services
performed by NTI as set forth in Articles 2 and 3 hereof.  Such payments shall be made throughout the
full term of this Management Agreement as compensation for the services set
forth above and duly provided by NTI.


               4.2     Compensation to NTI for Management Services.
   As compensation for the management services to be rendered by
NTI pursuant to this Agreement, the Company shall pay to NTI a fee equal to
five percent (5%) of the amount of Net Sales, plus reimbursement of reasonable,
direct out-of-pocket expenses (At Cost) paid or incurred by NTI in the
discharge of its responsibilities hereunder. 
Such amounts shall be paid to NTI within thirty (30) days after the
conclusion of each quarterly period, based upon Net Sales and out-of-pocket
expenses during the preceding quarterly period.  There shall, however, be no separate or additional compensation
in conjunction with services, such as accounting, invoicing or other management
or administrative functions, which services are to be performed by NTI within
the scope of its responsibilities as Manager.


               4.3     Compensation to NTI for Marketing Services.   NTI shall receive
compensation for its services to the Company as exclusive marketing agent
hereunder equal to ten percent (10%) of the total Net Sales by the Company,
plus reasonable, direct out-of-pocket expenses (At Cost) incurred in the
performance of its duties in this regard. 
There shall, however, be no separate or additional compensation in
conjunction with services, such as carrying out promotional activities or
conducting sales seminars, which services are to be performed by NTI within the
scope of its responsibilities as exclusive marketing agent of the Company.  In the course of effectuating sales, NTI may
either purchase Products directly from the Company and hereupon resell same to
customers for its own account, or alternatively serve as a commission agent for
the Company, but not both; provided that the total margin to NTI in
consideration of all sales activities conducted by NTI does not exceed ten
percent (10%).  Payment terms for
Products purchased by NTI from the Company for resale to customers shall be
equal to the same terms offered by NTI on behalf of the Company to third
parties fulfilling the same functions; and payment for Products purchased shall
be made by NTI to the Company forthwith upon receipt of payment from customers.


8










               4.4     Compensation to NTI for Other Agreed Upon Technologies.
   Compensation to NTI for services rendered within the scope of
this Agreement with respect to Other Agreed Upon Technologies shall be as
agreed between the Parties on a case-by-case basis.  Unless otherwise agreed between the Parties, however, NTI shall
perform substantially the same functions, and have substantially the same
rights, duties and obligations with respect to Other Agreed Upon Technologies
as it does with respect to Products. 
Accordingly, NTI’s total compensation with respect to the services
rendered with respect to Other Agreed Upon Technologies shall, unless otherwise
agreed between the Parties, be equal to the total compensation paid to NTI for
the services it renders to the Company with respect to Products.

               4.5     When a Sale is Deemed to Occur.
   A sale shall be deemed to have occurred when Products or
Services based upon the Polymer Recycling Technology or Other Agreed Upon
Technologies have been billed or (if not billed) delivered to and fully paid
for by a customer.


               4.6     Support Year.    The
term Support Year (“Support Year”) shall mean any twelve (12) month period
ending on 31 August, except that the first Support Year shall commence on the
Effective Date and end on the next 31 August date.


               4.7     Statements and Payment to NTI.
   Within sixty (60) days after the last day of each quarterly
period in each Support Year, NTI shall cause the Company.  


	
   
	
  (a)

  	
  To prepare and deliver to NTI a complete and
  accurate statement setting forth for the quarter just ended and separately
  and cumulatively for and with respect to all elapsed quarterly periods for
  the Support Year:

	
   
	
   
	
   

	
   
	
   
	
  (i)
	
  The total amount of Net Sales relating to Polymer
  Recycling Technology (broken down in reasonable detail by individual volumes
  and customers and showing all costs and discounts leading to the
  establishment of the Net Sales figure for each customer); and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  The total amount of compensation on such Net Sales
  relating to Polymer Recycling Technology (computed as hereinbefore provided)
  payable to NTI for its management and marketing representation services to
  the Company hereunder; and



9










	
   
	
   
	
  (iii)
	
  The total amount of Net Sales relating to Other
  Agreed Upon Technologies (broken down in reasonable detail by volumes and
  individual customers and showing all costs and discounts leading to the
  establishment of the Net Sales figure for each customer); and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  The total amount of compensation on such Net Sales
  relating to Other Agreed Upon Technologies (computed as hereinbefore
  provided) payable to NTI for its management and marketing representation
  services to the Company hereunder.

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Pay to NTI the full amount of compensation to which
  it is entitled for and with respect to the period or periods of the Support
  Year covered by the statement(s) provided for in Section 4.7.(a) hereof.
	
   

					



 

               4.8     Books and Records.   
NTI covenants and agrees that, as part of its duties under Article 2 hereof, it
will cause the Company:


	
   
	
  (a)

  	
  To keep complete and accurate commercial and
  financial records and books of account showing the amount of billings to
  customers and the amount of deductions therefrom in arriving at Net Sales and
  all additional data and information which may be reasonably necessary to
  enable NTI or its independent accountants to verify the completeness and
  accuracy for each item of information which the Company is required to set
  forth in each of the statements referred to in Section 4.7.(a);

	
   
	
   
	
   

	
   
	
  (b)
	
  To keep all such commercial and financial records
  and books of account at its principal office and to preserve all such records
  and books of account for a period of not less than three (3) years from and
  after the date on which such records, or the last entry in such books of
  account was made, whichever shall be later; and

	
   
	
   
	
   

	
   
	
  (c)
	
  To make such commercial and financial records, books
  of account, data and information available to NTI and/or its representatives
  and independent accountants and to give such representatives or accountants
  free and complete access, at any reasonable time or times, to all such
  records, books of account, data and information, for the purposes of
  examining the same and verifying the completeness and accuracy of each item
  of information which the Company is required to set forth in each of the
  statements referred to in Section 4.7.(a) hereof.  In addition, NTI shall have the right to make copies of any of
  the foregoing.  The independent
  accountants of the Company shall in the ordinary course of business provide
  written confirmation and certification to NTI, at least annually, of the data
  to be supplied to NTI pursuant to Section 4.7.(a) hereof.  The cost of such reports shall be borne by
  the Company.  In the event that NTI
  shall cause its representatives to confirm or verify the accuracy of the data
  supplied by the Company, then the costs and fees of such representatives
  shall be borne by NTI, unless such representatives shall determine, to the
  satisfaction of the Company’s independent accountants, that there is a
  variation in the reporting of Net Sales of five percent (5%) or more, in
  which event the costs and fees of NTI’s representatives and/or accountants
  shall be borne by the Company.




10










ARTICLE 5


PROTECTION
OF NTI TRADE SECRETS


               5.1     Identification of NTI Trade Secrets.
   The Parties acknowledge that it is not intended that NTI
impart its technology or trade secrets to the Company or, through the Company,
to the other Parties.  The Parties
recognize, however, that NTI may impart information to the Company to further
the Business, which NTI considers to be proprietary in nature and thus wishes
to be kept confidential, and that such NTI Trade Secrets may come to be
imparted to the other Parties through the Company.  In order for such information to be considered under the category
of NTI Trade Secrets, NTI must alert the Company to the fact that it intends to
impart information it considers proprietary to the Company, in writing, in
advance of imparting such information, and clearly identify such information as
a NTI Trade Secret (“NTI Trade Secrets”).


               5.2     Protection of NTI Trade Secrets.
   The Company agrees that during the term of this Agreement, as
well as following its termination and for all times thereafter, it shall keep
secret and confidential all NTI Trade Secrets which it now knows or may
hereafter come to know as a result of the Joint Venture Agreement and the
Ancillary Agreements.  NTI Trade Secrets
shall not be disclosed by the Company to third parties and shall be kept secret
and confidential, except (i) to the extent that the same have entered into the
public domain by means other than the improper actions of the Company, or (ii)
to the extent that the disclosure thereof may be required pursuant to the order
of any court or other governmental body. 
If a NTI Trade Secret shall be in the public domain as the result of an
act by the Company or any Agent thereof, then the Company shall nevertheless
continue to keep such NTI Trade Secret se ret and inviolate.


               5.3     Protection of NTI Trade Secrets by Agents of the Company.
   Neither the Company, nor its Agents, shall at any time copy,
remove from their proper location – be it within the Company or elsewhere – or
retain without NTI’s prior written consent, the originals or copies of any NTI
Trade Secrets.  It is understood that from
time to time it may be necessary that certain of the foregoing items be copied
or removed from their location; however, this shall be done subject to the
requirement of this Article that the original material be returned to its
proper location as soon as possible and that the confidential nature and
integrity of the foregoing as NTI Trade Secrets be strictly maintained both as
to original documents and copies thereof.


11












	
   
	
  (a)
	
  Insofar as the Agents of the Company who come in
  contact with NTI Trade Secrets are concerned, the Company shall cause such
  Agents to enter into NTI Trade Secrecy Agreements in a form approved by
  NTI.  The Company shall exert its best
  efforts to cause its Agents to adhere to and to abide by the provisions,
  restrictions and limitations of the NTI Trade Secrecy Agreements which
  efforts shall include the institution and prosecution of appropriate
  litigation if such be necessary and desirable.

	
   
	
   
	
   

	
   
	
  (b)
	
  NTI is an intended third party beneficiary of the
  NTI Trade Secrecy Agreements.  NTI may
  in its sole discretion, on its own behalf or derivatively and/or on behalf of
  the Company directly enforce the provisions of the NTI Trade Secrecy
  Agreements and/or any breach thereof against any and all Agents of the
  Company (as defined in Section 5.3.(a) hereof) who have executed same.




               5.4     Remedies in the Event of a Violation of Article
5.    In the event of any violation by the Company and/or
its Agents of the provisions of Article 5 hereof, NTI’s remedy at law will be
inadequate and NTI will suffer irreparable injury.  Accordingly, the Company consents to injunctive and other
appropriate equitable relief upon the institution of legal proceedings therefor
by NTI and in any court of competent jurisdiction to protect NTI Trade Secrets.  Such relief shall be in addition to any
other relief to which NTI may be entitled at law or in equity, which shall
include but not be limited to the right of immediate termination of this
Agreement.

ARTICLE 6


[RESERVED]


ARTICLE 7

TERM OF AGREEMENT

               7.1     Indefinite Term.    This
Agreement shall become effective on the Effective Date and shall, unless
otherwise terminated in accordance with the provisions hereof, continue in
effect for an indefinite term of years.


12








               7.2     Termination.    This
Agreement, having become effective as of the Effective Date hereof, shall
continue in effect unless:


	
   
	
  (a)
	
  Terminated by either Party in accordance with the
  provisions of Articles 5 and/or 6 hereof;

	
   
	
   
	
   

	
   
	
  (b)
	
  Terminated in accordance with Section 7.3 and/or
  Section 7.4 hereof;

	
   
	
   
	
   

	
   
	
  (c)
	
  Terminated by either Party by reason of a material
  Breach or Default of this Agreement by the other Party which has not been
  cured or remedied in accordance with Article 8 hereof, or

	
   
	
   
	
   

	
   
	
  (d)
	
  Terminated automatically, in conjunction with the termination
  of the Joint Venture Agreement or any of the other Ancillary Agreements by a
  Party thereto by reason of a material Breach (as therein defined) or Default
  (as therein defined) of any such Agreement by a Party thereto, which Breach
  or Default has not been cured or remedied in accordance with the curative
  provisions thereof.  In such event,
  this Agreement shall likewise terminate on the same date, without any further
  act or notice given by a Party hereto.




               7.3     Termination Upon Change of Control of a Party.
   In the event that a Change of Control of a Party hereto shall
occur, then the other Party may, upon six (6) months prior written notice given
to such Party, terminate this Agreement, unless the Change of Control of such
Party shall have been affected upon prior notification and with the written
understanding of the other Party.

               7.4     Termination Upon Bankruptcy or Insolvency.
   If a Party hereto shall become bankrupt or insolvent or shall
file for any debtor relief proceedings, or if there shall be filed in Court
against a Party legal proceedings for bankruptcy, insolvency, reorganization or
for the appointment of a receiver or trustee of all or a portion of such
Party’s property, or if a Party makes an assignment for the benefit of
creditors or petitions for or enters into an arrangement for debtor relief and
such proceedings as are described aforesaid are not dismissed within a period
of ninety (90) days after the institution thereof, then, at the option of the
other Party, this Agreement shall forthwith terminate by written notice given
to the Party who has filed, instituted or against whom any of the proceedings
aforesaid have been brought; provided that if a stay has been granted by a
Trustee or Judge in Bankruptcy by virtue of which this Management Agreement is
to be deemed an executory contract, then the other Party shall continue to
perform under the terms of this Agreement if:


	
   
	
  (a)

  	
  Payments due under this Agreement for past
  obligations are rendered in full by the Party subject to such proceedings;

	
   
	
   
	
   

	
   
	
  (b)
	
  Payments due under this Agreement for present
  obligations are rendered by the Party subject to such proceedings pursuant to
  a payment schedule acceptable to the other Party; and




13











	
   
	
  (c)

  	
  All other provisions of this Agreement are complied
  with fully by the Party subject to such proceedings.




               7.5     Payment of Amounts Due.
   In the event of termination of this Agreement, each Party
shall pay to the other Party all amounts due and owing pursuant to this
Agreement prior to the effective date of termination.

               7.6     Cooperation Upon Termination.
   Upon termination of this Agreement, the Company shall
cooperate with NTI in transferring NTI Trade Secrets to NTI or its designated
assignee.  

               7.7     Non-Release of Obligations.
   The termination of this Agreement shall not release the
Parties from their obligations to settle all financial accounts between
themselves in cash forthwith. 
Notwithstanding the termination hereof, each Party shall be responsible
for the performance of all of its obligations and responsibilities hereunder up
to the effective date of termination. 
As provided in Article 5, upon termination of this Agreement, NTI Trade
Secrets shall continue to be kept secret and confidential.

               7.8     Cessation of Rights Upon Termination.
   Upon the termination of this Agreement, for reason of Default
or Breach of this Agreement or of the Joint Venture Agreement or an Ancillary
Agreement, all rights which the Party in Default (“Defaulting Party”) may have
under or pursuant to this Agreement shall forthwith cease and terminate.  If a dispute as to whether a Default or
Breach exists is submitted to Arbitration under Article 9 hereof, the Parties
shall jointly appoint a trustee or agent to oversee the execution of the duties
hereunder and the protection of rights hereunder of the Party allegedly in
Default and/or Breach.  If the Parties
cannot agree on a trustee or agent for such purposes, the Arbitration Panel
shall forthwith appoint same.

ARTICLE 8


DEFAULT


               8.1     Event of Default.
   A Default (“Default”) hereunder shall exist in the event of:


	
   
	
  (a)

  	
  Non-payment of funds by one Party to another Party
  when due and owing; or

	
   
	
   
	
   

	
   
	
  (b)
	
  A material Breach (“Breach”) of any provision of
  this Agreement, the Joint Venture Agreement, or any of the other Ancillary
  Agreements.



14








               8.2     Remedies
Upon Default or Breach.    The remedies available to each
Party in an instance of Default or Breach by the other Party shall be as
follows:

	
   
	
  (a)
	
  If a Party shall fail to make any payments required
  hereunder after the same are due, (other than due to governmental delays) or
  if it shall commit a Default or Breach in the performance of, or by failure
  to observe and comply with, any other material term or provision of this
  Agreement to be performed, observed or complied with by it, then the Party
  against whom such Default or Breach shall have been committed shall have the
  right to declare a Default and terminate this Agreement unless the Party in
  Default or Breach shall cure such failure to pay, or cause the same to be
  cured, within thirty (30) days (fifteen (15) days in case of monetary
  default) after receipt of written notice from the other Party, provided,
  however, that if the Party in Default or Breach commences to cure same within
  the curative period specified herein, then the right of termination shall be
  held in abeyance for a reasonable period of time so long as the Party in
  Default or Breach proceeds to cure such Default or Breach with due
  diligence.  A Party’s right of
  termination shall be in addition to and not in limitation of any of his other
  rights at law or in equity based upon the other Party’s Default or
  Breach.  Any notice of termination
  shall stipulate the effective date of termination which shall be not less
  than three (3) months nor more than six (6) months following the date that
  such notice is given.

	
   
	
   
	
   

	
   
	
  (b)
	
  Notwithstanding the foregoing, in the event of a
  violation of Article 5 hereof by a Party hereto, the other Party may at its
  sole discretion terminate this Agreement with immediate effect upon giving
  notice to the Party in Default or Breach of Article 5 hereof as provided
  herein.




               8.3     Non-Waiver of Rights.
   A Party’s failure to terminate this Agreement on account of
any Breach or Default by the other Party as provided in Article 8.1 or 8.2
hereof shall in no event constitute or be deemed to constitute a waiver by such
Party of its right to terminate this Agreement at any time while any such
Breach or Default continues (subject to the provisions of Article 8.2 hereof),
or on account of any subsequent Breach or Default by a Party.

ARTICLE 9


DISPUTE RESOLUTION


               9.1     Dispute Resolution by Arbitration.
   Any and all disputes, except as excluded under Section 9.2
hereof, which may arise between the Parties during the term of this Agreement,
after the termination thereof, or following the liquidation or dissolution of
the Company, upon failure by the Parties to amicably resolve same after mutual
good faith negotiations, shall be exclusively settled by arbitration, including
but not limited to, the following:


15












	
   
	
  (a)
	
  A dispute as to whether a Default exists;

	
   
	
   
	
   

	
   
	
  (b)
	
  A dispute as to whether a Default entitles the
  non-defaulting Party to terminate this Agreement;

	
   
	
   
	
   

	
   
	
  (c)
	
  A dispute as to the validity of this Article 9;

	
   
	
   
	
   

	
   
	
  (d)
	
  A dispute relating to the construction, meaning,
  interpretation, application or effect of this Agreement or anything contained
  herein;

	
   
	
   
	
   

	
   
	
  (e)
	
  A dispute as to the rights, obligations or
  liabilities of the Parties hereunder.




               9.2     Disputes Not Subject to Arbitration.
   Notwithstanding anything to the contrary set forth in this
Agreement:

	
   
	
  (a)
	
  Arbitration may not be invoked regarding matters
  expressed in this Agreement to be agreed upon by or determined with the
  consent or approval of both Parties.

	
   
	
   
	
   

	
   
	
  (b)
	
  Arbitration may not be invoked if NTI, in its
  capacity as Manager of the Company, causes the Company to commit a Breach or
  Default of this Agreement or of the Joint Venture Agreement or of any of the
  Ancillary Agreements.  Such action
  shall be considered a Breach by NTI of Article 6 hereof.

	
   
	
   
	
   

	
   
	
  (c)
	
  Arbitration may not be invoked if a Party violates
  the provisions of the Joint Venture Agreement relating to NTI Trade Secrets
  or Corporate Opportunity.  In such
  event, the remedies set forth in the Joint Venture Agreement shall apply.




               9.3     Conduct of Arbitration Proceedings.
   Such arbitration proceedings shall be conducted in the
English language and shall be carried on in the City of Cleveland, Ohio U.S.A.
or any other place mutually agreeable to the Parties, under the UNCITRAL
Arbitration Rules.  In the
interpretation of this Agreement, the laws of State of Ohio, U.S.A. shall
apply.  Judgment upon the award rendered
by the arbitrator in favor of the Prevailing Party, which shall include an
award concerning the payment of costs, attorneys’ fees, and expenses of the
arbitration proceedings, may be entered in any court of competent jurisdiction
and assets may be attached in any country in the world pursuant to such
judgment.

16











               9.4     Designation of the “Prevailing Party”.
   In each case in which arbitration is invoked under this
Agreement, the Joint Venture Agreement or any of the other Ancillary
Agreements, the arbitration panel shall be required to designate one or the
other Party as the Prevailing Party (“Prevailing Party”).

               9.5     Punitive Damages Excluded.
   The Prevailing Party in an arbitration proceeding convened
hereunder shall be awarded in arbitration all reasonable damages plus
documented costs incurred in pursuing its arbitration claim, including but not
limited to legal fees and travel expenses, but shall not be entitled to
exemplary or punitive damages.

ARTICLE 10

GENERAL PROVISIONS

               10.1     Benefit of Parties.
   All of the terms and provisions of this Agreement, the Joint
Venture Agreement and of the other Ancillary Agreements shall be binding upon
the Parties executing same and their respective permitted successors and
assigns.  Except as expressly provided
herein, a Party may not assign its rights and obligations to a third party
without the written consent of the other Party; provided, however,
that a Party may assign this Agreement and all of such Party’s rights hereunder
(or a portion of this Agreement and the rights hereunder relating thereto) to,
or provide for the performance of all or part of such Party’s obligations
hereunder by, an entity which controls, is controlled by or is under common
control with such Party.  In such event,
(i) the assignor shall unconditionally guarantee the performance and
obligations of the assignee and shall not be released of its liabilities,
obligations and responsibilities hereunder and (ii) the assignee shall
expressly assume in writing and agree to perform such obligations, liabilities
and responsibilities of the assignor.

               10.2     Counterparts.    This
Agreement may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


               10.3     Cooperation.    During
the term of this Agreement, each Party shall cooperate with and assist the
other Party in taking such acts as may be appropriate to enable all Parties to
effect compliance with the terms of this Agreement as well as those of the
Joint Venture Agreement and the other Ancillary Agreements and to carry out the
true intent and purposes thereof.


               10.4     Index, Captions, Definitions and Defined Terms.
   The captions of the Articles and Sections of this Agreement
and subsections thereof are solely for convenient reference and shall not be
deemed to affect the meaning or interpretation of any provisions hereof.  Notwithstanding the foregoing, the
Definitions set forth in Article 1 hereof, together with any other defined
terms in this Agreement, as identified by their insertion in parentheses and
quotation marks (“Defined Terms” ), shall be incorporated herein as written,
made a part hereof, and govern the interpretation of the text of this
Agreement, irrespective of whether such Definitions or Defined Terms appear in
the text of this Management Agreement before or after they are defined.


17











               10.5     Waiver of Compliance.
   The Party for whose benefit a warranty, representation,
covenant or condition is intended may in writing waive any inaccuracies in the
warranties and representations contained in this Agreement or waive compliance
with any of the covenants or conditions contained herein and so waive
performance of any of the obligations of the other Party hereto, and any Breach
or Defaults hereunder; provided, however, that such waiver shall
not affect or impair the waiving Party’s rights in respect to any other
covenants, condition, Breach or Default hereunder.

               10.6     Force Majeure.    In the
event that a Party is prevented or delayed from performing, fulfilling or
completing an obligation provided for in this Agreement as a result of delays
caused by strikes, lock-outs, unavailability of materials, acts of God, acts of
any national, state or local governmental agency or authority of a foreign
government, war, insurrection, rebellion, riot, civil disorder, fire, explosion
or the elements, then the time for performance, fulfillment or completion shall
be extended for a period not exceeding the number of days by which the same was
so delayed.  If a force majeure event
shall be in existence for one year or more, then either Party shall have the
right to terminate this Agreement at any time thereafter by giving at least
thirty (30) days written notice of termination to the other Party, provided
that the force majeure event continues to be in effect as of the date that such
notice is given.


               10.7     Notices.    All notices,
requests, demands or other communications which are required or may be given
pursuant to the terms of this Agreement shall be in writing and delivery shall
be effective in all respects if delivered (i) by telefax promptly confirmed by
letter, (ii) personally, (iii) by registered or certified air mail, postage
prepaid, or (iv) by neutral commercial courier service, such as Federal
Express, DHL, UPS or equivalent, as follows:


	
  If to NTI, to:

  	
   
	
  Northern Technologies International Corporation

	
   
	
   
	
  23205 Mercantile Road

	
   
	
   
	
  Beachwood, OH 
  44122

	
   
	
   
	
  Attention: 
  Chairman

	
   
	
   
	
  Telefax: 
  1-216-595-1741

	
   
	
   
	
   

	
  Copy to:
	
   
	
  Northern Technologies International Corporation

	
   
	
   
	
  6680 North Highway 49

	
   
	
   
	
  Lino Lakes, MN 
  55014

	
   
	
   
	
  Attention: 
  President

	
   
	
   
	
  Telefax: 
  1-651-784-2902

	
   
	
   
	
   

	
  If to the Company, to:
	
   
	
  Polymer Energy, LLC

	
   
	
   
	
  23205 Mercantile Road

	
   
	
   
	
  Beachwood, OH 
  44122

	
   
	
   
	
  Telefax: 
  1-216-595-1741



or to such other address
as may be specified in writing by any of the above.



18










               10.8     Entire Agreement.   
This Agreement, together with the Joint Venture Agreement and the other
Ancillary Agreements, contain the entire understanding of the Parties as of the
date of each such agreement.  There are
no representations, promises, warranties, covenants, agreements or undertakings
other than those expressly set forth or provided for in this Agreement, the Joint
Venture Agreement and the other Ancillary Agreements, and the same supersede
all prior agreements and understandings between the Parties with respect to the
relationships and transactions contemplated by this Agreement.  It is the intent of the Parties to develop
the relationship established hereunder, however, and to amend and supplement
this Agreement so as to provide for expansion both of Net Sales and of the
scope of the Business with Other Agreed Upon Technologies.  Any amendment or supplement to this
Agreement, the Joint Venture Agreement and the other Ancillary Agreements must,
however, be clearly identified as such and set forth in writing (“Supplemental
Documents”).  Supplemental Documents may
include corporate resolutions and/or other written exchanges between Parties,
but must be manually signed, in the original by duly authorized representatives
of the Parties to constitute valid Supplemental Documents for purposes
hereof.  In case of a conflict between
the terms of this Agreement and the terms of the Joint Venture Agreement, the
terms of the Joint Venture Agreement shall prevail.  

               10.9     Validity of Provisions.
   Should any part of this Agreement, the Joint Venture
Agreement or the other Ancillary Agreements be declared by any court of
competent jurisdiction to be invalid, such decision shall not affect the
validity of the remaining portion, which remaining portion shall continue in
full force and effect as if such instrument had been executed with the invalid
portion thereof eliminated therefrom, it being the intent of the Parties that
they would have executed the remaining portion without including any such part
or portion which may for any reason be declared invalid.  In the event that a provision of this
Agreement, the Joint Venture Agreement, or any other Ancillary Agreement shall
be declared to be invalid, then the Parties agree that they shall, in good
faith, negotiate with one another to replace such invalid provision with a
valid provision as similar as possible to that which had been held to be
invalid, giving due recognition to the reason for which such provision had been
held invalid.

               10.10     Governmental Filings.
   NTI shall be responsible for the preparation and filing of
all necessary reports relating to this Agreement and the transactions
contemplated hereby with each appropriate government agency in the Territory,
and shall maintain all required governmental filings and permits current.  NTI shall provide whatever information and
documentation reasonably required of and available to it in connection with the
preparation and filing of such reports.


               10.11     Payments.    Any payment
to be made to NTI pursuant to any provision of this Agreement shall be made by
means of a wire transfer or by means of a deposit to a bona fide bank account
as designated by NTI.  NTI shall have
the right to specify in writing any bank account to which payments due it shall
be made.


19











               IN
WITNESS WHEREOF, the Parties have executed this Management and Sales
Representation Agreement as of the day and year first above written.


	
  NORTHERN TECHNOLOGIES
	
   
	
  POLYMER ENERGY, LLC

	
  INTERNATIONAL CORPORATION
	
   
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  By:  /s/ Philip M. Lynch
	
   
	
  By:  /s/

	
   
	
  



  	
   
	
   
	
  



  
					





20