TECHNICAL IMPROVEMENT AND


INTELLECTUAL PROPERTY DEVELOPMENT AGREEMENT


BY AND AMONG


ATAGENCER, LLC,


MEHMET A. GENCER, PH.D.,


ATAGENCER GROUP,


AND


NORTHERN TECHNOLOGIES INTERNATIONAL
CORPORATION











TABLE OF CONTENTS


	
  ARTICLE 1 DEFINITIONS

  	
  1

  
	
   
	
   

	
   
	
  1.1

  	
  AFFILIATE.
	
  1

	
   
	
  1.2
	
  AGENTS
	
  1

	
   
	
  1.3
	
  ATAGENCER.
	
  2

	
   
	
  1.4
	
  ATAGENCER GROUP.
	
  2

	
   
	
  1.5
	
  ATAGENCER TECHNOLOGY.
	
  2

	
   
	
   
	
  1.5.1
	
       Biodegradable Polymer Technology.
	
  2

	
   
	
   
	
  1.5.2
	
       Supercritical Technology.
	
  2

	
   
	
   
	
  1.5.3
	
       Biobased Solvents.
	
  2

	
   
	
  1.6
	
  NEW ATAGENCER TECHNOLOGY.
	
  2

	
   
	
  1.7
	
  CHANGE OF CONTROL
	
  3

	
   
	
  1.8
	
  EFFECTIVE DATE.
	
  3

	
   
	
  1.9
	
  FOUNDER.
	
  3

	
   
	
  1.10
	
  IMET.
	
  3

	
   
	
  1.11
	
  NTI.
	
  3

	
   
	
  1.12
	
  NTI I NTELLECTUAL PROPERTY RIGHTS .
	
  3

	
   
	
  1.13
	
  NTI K NOW-HOW
	
  3

	
   
	
  1.14
	
  NTIMASTERBATCH.
	
  3

	
   
	
  1.15
	
  NTI M ATERIALS.
	
  4

	
   
	
  1.16
	
  NTI DESIGNATED APPLICATIONS .
	
  4

	
   
	
  1.17
	
  NET SALES
	
  4

	
   
	
  1.18
	
  NTI TECHNOLOGY.
	
  4

	
   
	
  1.19
	
  PARTIES .
	
  4

	
   
	
  1.20
	
  PERSO N.
	
  4

	
   
	
  1.21
	
  NTI PROCESSES .
	
  5

	
   
	
  1.22
	
  NTI PRODUCTS .
	
  5

	
   
	
  1.23
	
  SERVICES .
	
  5

	
   
	
  1.24
	
  TERRITORY.
	
  5

	
   
	
  1.25
	
  NTI TRADE SECRETS .
	
  5

	
   
	
  1.26
	
  NTI TRADEMARKS.
	
  5

	
   
	
   
	
   
	
   

	
  ARTICLE 2 MATTERS RELATING TO ATAGENCER
	
  5

	
   
	
   

	
   
	
  2.1
	
  ORGANIZATION OF ATAGENCER.
	
  5

	
   
	
  2.2
	
  OWNERSHIP OF ATAGENCER.
	
  6

	
   
	
   
	
   
	
   

	
  ARTICLE 3 TECHNICAL ASSISTANCE TO BE PROVIDED BY ATAGENCER
	
  6

	
   
	
   

	
   
	
  3.1
	
  TECHNICAL ASSISTANCE RELATIVE TO ATAGENCER TECHNOLOGY.
	
  6

	
   
	
  3.2
	
  DEVELOPMENT OF NEW APPLICATIONS .
	
  6

	
   
	
  3.3
	
  LIMITATION OF TECHNICAL ASSISTANCE .
	
  7

	
   
	
  3.4
	
  SERVICES IN SELECTED SCIENTIFIC FIELDS.
	
  7

	
   
	
  3.5
	
  DEVELOPMENT OF STRATEGIC ALLIANCES .
	
  7

	
   
	
   
	
   
	
   

	
  ARTICLE 4 ATAGENCER INTELLECTUAL PROPERTY RIGHTS
	
  7

	
   
	
   

	
   
	
  4.1
	
  TRANSFER OF ATAGENCER TECHNOLOGY TO NTI.
	
  7

	
   
	
  4.2
	
  TRANSFER OF INVENTIONS BY FOUNDER TO ATAGENCER.
	
  7

	
   
	
  4.3
	
  TRANSFER OF CERTAIN OTHER RIGHTS TO NTI.
	
  8

	
   
	
  4.4
	
  APPLICATIONS FOR PATENTS .
	
  8

	
   
	
  4.5
	
  UNRELATED TECHNOLOGIES .
	
  9

	
   
	
  4.6
	
  LIABILITY INSURANCE COVERAGE PROVIDED BY NTI.
	
  9

	
   
	
   
	
   
	
   

	
  ARTICLE 5 REVENUE SHARING WITH ATAGENCER WITH RESPECT TO
  ATAGENCER

  TECHNOLOGY AND NEW ATAGENCER TECHNOLOGY
	
  9




i











	
   
	
  5.1
	
  REVENUE SHARING
	
  9

	
   
	
  5.2
	
  NO SEPARATE COMPENSATION
	
  9

	
   
	
  5.3
	
  SUPPORT YEAR
	
  10

	
   
	
  5.4
	
  STATEMENTS TO ATAGENCER.
	
  10

	
   
	
  5.5
	
  BOOKS AND RECORDS .
	
  10

	
   
	
  5.6
	
  REIMBURSEMENT FOR REASONABLE BUSINESS EXPENSES .
	
  11

	
   
	
   
	
   
	
   

	
  ARTICLE 6 INTERNATIONAL COORDINATION AND SUPPORT
	
  11

	
   
	
   

	
   
	
  6.1
	
  IDENTIFICATION OF INTERNATIONAL CUSTOMERS
	
  11

	
   
	
  6.2
	
  PARTICIPATION IN WORLDWIDE CONFERENCES
	
  11

	
   
	
   
	
   
	
   

	
  ARTICLE 7 PAYMENTS FOR TECHNICAL ASSISTANCE SERVICES
	
  12

	
   
	
   

	
   
	
  7.1
	
  BASIS FOR PAYMENTS
	
  12

	
   
	
  7.2
	
  CONSULTING FEE .
	
  12

	
   
	
  7.3
	
  INDEPENDENT CONTRACTOR.
	
  12

	
   
	
  7.4
	
  ASSIGNMENT OF INVENTIONS .
	
  12

	
   
	
   
	
   
	
   

	
  ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF ATAGENCER
	
  14

	
   
	
   

	
   
	
  8.1
	
  ORIGINALITY.
	
  14

	
   
	
  8.2
	
  CERTIFIED BIOGRAPHY.
	
  14

	
   
	
  8.3
	
  NO COPIES .
	
  14

	
   
	
  8.4
	
  NO INFRINGEMENT .
	
  14

	
   
	
  8.5
	
  NO TRANSFER OF RIGHTS .
	
  14

	
   
	
  8.6
	
  MISCELLANEOUS REPRESENTATIONS AND WARRANTIES .
	
  15

	
   
	
  8.7
	
  ESCROW OF FUNDS.
	
  15

	
   
	
   
	
   
	
   

	
  ARTICLE 9 PROTECTION OF NTI TRADE SECRETS
	
  15

	
   
	
   

	
   
	
  9.1
	
  ACKNOWLEDGMENT OF NTI
  TRADE SECRETS .
	
  15

	
   
	
  9.2
	
  PROTECTION OF NTI
  TRADE SECRETS .
	
  15

	
   
	
  9.3
	
  NTI TRADE SECRECY AGREEMENT .
	
  15

	
   
	
  9.4
	
  REMEDIES IN THE EVENT OF A VIOLATION.
	
  16

	
   
	
   
	
   
	
   

	
  ARTICLE 10 CORPORATE OPPORTUNITY DOCTRINE
	
  16

	
   
	
   

	
   
	
  10.1
	
  OBSERVANCE OF CORPORATE OPPORTUNITY DOCTRINE.
	
  16

	
   
	
  10.2
	
  AGREEMENT NOT TO DIVERT RESOURCES .
	
  17

	
   
	
  10.3
	
  AGREEMENT NOT TO COMPETE.
	
  17

	
   
	
  10.4
	
  REMEDIES FOR BREACH.
	
  17

	
   
	
  10.5
	
  RIGHT TO APPLY NTI TRADEMARKS.
	
  17

	
   
	
  10.6
	
  INDEPENDENT DEVELOPMENT OF NTI INTERESTS .
	
  18

	
   
	
   
	
   
	
   

	
  ARTICLE 11 TERM OF AGREEMENT
	
  18

	
   
	
   

	
   
	
  11.1
	
  INDEFINITE TERM
	
  18

	
   
	
  11.2
	
  TERMINATION
	
  18

	
   
	
  11.3
	
  TERMINATION UPON CHANGE OF CONTROL OF A PARTY.
	
  18

	
   
	
  11.4
	
  TERMINATION UPON BANKRUPTCY OR INSOLVENCY
	
  19

	
   
	
  11.5
	
  PAYMENT OF AMOUNTS DUE.
	
  19

	
   
	
  11.6
	
  NON-RELEASE OF OBLIGATIONS
	
  19

	
   
	
  11.7
	
  CESSATION OF RIGHTS UPON TERMINATION.
	
  19

	
   
	
   
	
   
	
   

	
  ARTICLE 12 DEFAULT
	
  20

	
   
	
   

	
   
	
  12.1
	
  EVENT OF DEFAULT .
	
  20

	
   
	
  12.2
	
  REMEDIES UPON DEFAULT OR BREACH
	
  20

	
   
	
  12.3
	
  NO N-WAIVER OF RIGHTS
	
  20

	
   
	
   
	
   
	
   

	
  ARTICLE 13 DISPUTE RESOLUTION
	
  21

	
   
	
   

	
   
	
  13.1
	
  DISPUTE RESOLUTION BY ARBITRATION.
	
  21




ii











	
   
	
  13.2
	
  DISPUTES NOT SUBJECT TO ARBITRATION.
	
  21

	
   
	
  13.3
	
  CONDUCT OF ARBITRATION PROCEEDINGS.
	
  21

	
   
	
  13.4
	
  DESIGNATION OF THE PREVAILING PARTY.
	
  22

	
   
	
  13.5
	
  PUNITIVE DAMAGES EXCLUDED.
	
  22

	
   
	
   
	
   
	
   

	
  ARTICLE 14 GENERAL PROVISIONS
	
  22

	
   
	
   

	
   
	
  14.1
	
  BENEFIT OF PARTIES
	
  22

	
   
	
  14.2
	
  COUNTERPARTS .
	
  22

	
   
	
  14.3
	
  COOPERATION.
	
  22

	
   
	
  14.4
	
  INDEX, CAPTIONS , DEFINITIONS AND DEFINED TERMS.
	
  22

	
   
	
  14.5
	
  WAIVER OF COMPLIANCE .
	
  23

	
   
	
  14.6
	
  FORCE MAJEURE .
	
  23

	
   
	
  14.7
	
  NOTICES .
	
  23

	
   
	
  14.8
	
  ENTIRE AGREEMENT.
	
  24

	
   
	
  14.9
	
  VALIDITY OF PROVISIONS .
	
  24

	
   
	
  14.10
	
  GOVERNMENTAL FILINGS.
	
  24

	
   
	
  14.11
	
  PAYMENTS .
	
  25




iii










TECHNICAL IMPROVEMENT

AND INTELLECTUAL PROPERTY

DEVELOPMENT AGREEMENT


                    THIS
TECHNICAL IMPROVEMENT AND INTELLECTUAL PROPERTY DEVELOPMENT AGREEMENT (the
“Agreement”) is made and entered into as of January 5, 2004, by and among
ATAGENCER, LLC, a limited liability company organized under the laws of the
State of Ohio (“Atagencer”), MEHMET A. GENCER, Ph.D., the founder and a member
of Atagencer (“Founder”), those Persons (including Founder) who have executed
this Agreement at the signature page hereof and who are identified herein as
being members of the Atagencer Group (the “Atagencer Group”), and NORTHERN
TECHNOLOGIES INTERNATIONAL CORPORATION, a corporation organized under the laws
of the State of Delaware (“NTI”). 
Atagencer, Atagencer Group and NTI are each hereinafter referred to as a
“Party” and are collectively referred to herein as the “Parties”.


RECITALS:

           A.     Atagencer
and the Atagencer Group have caused the “Atagencer Technology” (as hereinafter
defined) to be transferred to NTI. 

           B.     NTI
is the owner, developer and distributor of certain technologies and products in
North America and elsewhere in the world, and desires to have access to the
services and support that Atagencer is capable of and committed to providing
under this Agreement in furtherance of the “Business” (as hereinafter defined).

           C.     The
Parties also desire NTI to have the exclusive right to use, develop,
commercialize and apply the “Atagencer Technologies” (as hereinafter defined)
that is developed, engendered or promulgated by Atagencer and the Atagencer
Group pursuant to the terms of this Agreement, whether or not patented,
together with the exclusive right to market and sell all products and
technologies derived therefrom, within the “Territory” (as hereinafter
defined), including the right to sublicense the same to “Affiliates” (as
hereinafter defined) of NTI and to third parties.

                    NOW,
THEREFORE, in consideration of the foregoing recitals, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:   


ARTICLE 1

DEFINITIONS

                    For
purposes of this Agreement, the following definitions shall apply.

                    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 and
other representatives, however denominated, of any of the Parties.









                    1.3     Atagencer.  Atagencer, LLC, a limited liability company
organized under the laws of the State of Ohio.

                    1.4
     Atagencer Group. 
The Persons identified in Section 2.2 of this Agreement, each of whom by
this definition shall be deemed to be a member of the Atagencer Group, and all
of whom collectively comprise the Atagencer Group.

                    1.5
     Atagencer Technology.  All Intellectual Property Rights arising out of or related to the
technologies described in Exhibit A attached hereto, as the same may be
updated and supplemented from time-to-time by agreement of the Parties, to wit:

                              1.5.1     Biodegradable Polymer Technology. 
Biodegradable polymers that may be combined with, impregnated with
and/or used to encapsulate one or more inhibiting formulas or compounds (e.g.
corrosion inhibiting or tarnish inhibiting formulas) including, without
limitation, the technologies and Intellectual Property Rights embodied in the
patent application described in Exhibit A attached hereto and all
patents, patent applications, KnowHow and related intellectual property derived
from the same.


                              1.5.2     Supercritical Technology.   
Various processes that utilize one or more supercritical fluids to
disperse various inorganic and organic materials, including crystalline
materials, into polymeric compositions, substrates or pre-formed articles
without the utilization of melt processing of the polymeric compositions or
exposing the various inorganic or organic materials and the polymers (or
polymeric precursors) to a high temperature environment under which material
decomposition may occur, including without limitation, the technologies and
Intellectual Property Rights embodied in the patent application described in Exhibit
A attached hereto and all patents, patent applications, Know-How and
related intellectual property derived from the same.  

                              1.5.3     Biobased Solvents.  Biobased
solvents, such as corn and soybean based solvents, including without
limitation, the technologies and Intellectual Property Rights embodied in the
patent application described in Exhibit A attached hereto and all
patents, patent applications, Know-How and related intellectual property
derived from the same. 

                    1.6     New Atagencer Technology.  In conformity with the objectives of the
Parties to expand the Business over time, any products, materials and/or
technologies developed by Atagencer or any member of the Atagencer Group during
the term of this Agreement that are identified by the Parties as being both
compatible with the Business and susceptible of being profitably marketed
through and/or by NTI and its Affiliates in the Territory shall be designated
as “New Atagencer Technology”. Upon written agreement of the Parties to adopt
such new products, materials and/or technologies within the scope of the
Business, such new products, materials and/or technologies shall be deemed to be
incorporated within the Business as “New Atagencer Technology” to be treated
identically as “Atagencer Technology” as set forth in this Agreement. 


2








                    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 this Agreement. 





                    1.8     Effective Date.  The date of this Agreement.

                    1.9     Founder.  Mehmet A. Gencer, Ph.D., a natural person.

                    1.10     IMET.  IMET Corporation, an Ohio corporation that
is an Affiliate of Founder.

                    1.11     NTI.  Northern Technologies International
Corporation, a corporation organized under the laws of the State of Delaware.

                    1.12     NTI Intellectual Property Rights.  All Know-How, Materials, Processes,
Trademarks and Trade Secrets (all as herein defined), collectively, as the same
currently exist and as they shall hereafter be modified, developed and/or
acquired by NTI.

                    1.13     NTI Know-How.  All technologies, formulae, methods and
procedures developed by NTI which are unique in nature and essential or useful
in the commercial exploitation of the NTI intellectual property rights,
together with all improvements and modifications with respect thereto.

                    1.14     NTI Masterbatch.  Any formulation of the Materials used in a
Product that is intended by NTI to meet its customers’ requirements for
corrosion protection of identified objects that are subjected to an anticipated
range of corrosive influences.  In
addition to Materials, Masterbatch also generally contains other substances
intended to facilitate the manufacture of Products utilizing the Process.


3









                    1.15     NTI Materials.  The constituent materials and chemicals of
one or more formulations developed by a Party under strict quality controls
that are required for utilization of the Processes.

                    1.16     NTI Designated Applications
..  Each of the following applications of
the NTI Intellectual Property Rights is hereinafter defined as a “Designated
Application”.

                                (A)     Protective
packaging and storage;

                                (B)     Certain
material science and applications thereof, as determined by NTI; 

                                (C)     Protection
of materials from adverse reactions such as corrosion, abrasion and static
damage. 


                    1.17     Net Sales.  The gross proceeds received by a designated
Person from the commercial exploitation of the Atagencer Technology and any New
Atagencer Technology in normal, bona fide commercial transactions on an arm’s
length basis to, by, with or through any Person that is not an Affiliate of any
Party to this Agreement, including proceeds received from the sale of Products
or Services utilizing the Atagencer Technology and any New Atagencer
Technology, as well as royalties and other proceeds received from any license,
sublicense, sale, assignment or other transfer of all or any part of the
Atagencer Technology and any New Atagencer Technology, 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. 



                    1.18     NTI Technology.  All intellectual property rights owned by or
licensed to NTI that are used or usable by NTI or its Affiliates in their
respective businesses other than the Atagencer Technology and any New Atagencer
Technology.   

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

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



4








                    1.21     NTI Processes.  The procedures utilized in the Know-How for
the manufacture of Products developed and specified by NTI, together with any
improvements of and modifications to the same as it relates to the
manufacturing of Products, including all future technology, knowledge and
product development that is useful in the manufacture of Products. 

                    1.22     NTI Products.  Any products, including machinery and
equipment, manufactured by or for NTI utilizing the NTI Intellectual Property
Rights, incorporating NTI Materials or NTI Processes, or utilizing NTI
Trademarks, which have been developed by and are owned and/or licensed by
NTI.   


                    1.23     Services.  All services utilizing or based upon the
Atagencer Technology or any New Atagencer Technology. 

                    1.24     Territory.  Worldwide.

                    1.25     NTI Trade Secrets.  All information deemed and designated
confidential by NTI and/or its Affiliates, all information regarding the NTI
Know-How, NTI Materials, NTI Processes, NTI Products and NTI Masterbatch,
together with all information regarding technology, customers, research,
techniques, processes, applications, formula, customer data, customer lists,
suppliers, competition, marketing strategy, supply relationships, costs and
cost accounting, internal memoranda and diagrams, computer software and the
programs and records contained therein, sales information, financial
information, pricing data and profits, relating to the NTI Designated
Application or the NTI Intellectual Property Rights. 

                    1.26     NTI Trademarks.  All trademarks now or hereafter owned or
licensed by NTI that are essential or useful in 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. 

ARTICLE 2


MATTERS RELATING TO ATAGENCER


                    2.1     Organization of Atagencer.  On April 24, 2001, Atagencer was duly formed
as a limited liability company under the laws of the State of Ohio.  The members of Atagencer Group, jointly and
severally, hereby represent and warrant to NTI that true and exact copies of
Atagencer’s Articles of Organization and its Operating Agreement have been
delivered to NTI.  The costs and expenses
of forming Atagencer, including all legal and accounting fees and expenses,
filing fees, licensing fees and administrative charges, were paid for by
NTI.  The Parties acknowledge that all
future administrative charges and fees relating to Atagencer shall be borne
exclusively by Atagencer.



5









                    2.2     Ownership of Atagencer.  The members of Atagencer Group, jointly and
severally, hereby represent and warrant to NTI that as of the Effective Date
all of the membership interests in Atagencer are owned by the following
Persons, each of whom is a member of Atagencer Group: 

	
  Name of
  Member
	
  Membership Interest
	
  Percentage of Ownership

	
   
	
   
	
   

	
  Mehmet A.
  Gencer
	
  4,000 Class A
	
  40%

	
   
	
   
	
   

	
  Christine C.
  Gencer
	
  2,000 Class A
	
  20%

	
   
	
   
	
   

	
  Ayla S.
  Gencer
	
  1,000 Class B
	
  10%

	
   
	
   
	
   

	
  Mehmet A.
  Gencer, Custodian for

  Kaan E. Gencer under the Ohio

  Transfer to Minors Act
	
  1,000 Class B
	
  10%

	
   
	
   
	
   

	
  Mehmet A.
  Gencer, Custodian for

  Berk E. Gencer under the Ohio

  Transfers to Minors Act
	
  1,000 Class B
	
  10%

	
   
	
   
	
   

	
  Mehmet A.
  Gencer, Custodian for

  Kerem C. Gencer under the Ohio

  Transfers to Minors Act
	
  1,000 Class B
	
  10%

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
  100%




ARTICLE 3

TECHNICAL ASSISTANCE TO BE PROVIDED BY
ATAGENCER


                    3.1     Technical Assistance Relative to
Atagencer Technology. 
Atagencer (acting through Founder) shall provide NTI with technical
advice with respect to the effective use of the Atagencer Technology, including
technical assistance in the manufacturing of Products incorporating the
Atagencer Technology.  In addition,
Atagencer (acting through Founder) shall assist NTI in responding to technical
problems which might arise from the use (proper and improper) of the Atagencer
Technology and in the evaluation of potential new applications of the Atagencer
Technology for specific customers.




                    3.2     Development of New Applications
..  Atagencer (acting through Founder)
shall continue its efforts to expand the range of applications of the Atagencer
Technology and shall make any tangible results of such efforts available to
NTI.   


6









                    3.3     Limitation of Technical Assistance.  During the term of this Agreement, neither
Atagencer nor Founder shall enter into any other agreement or arrangement of
any kind with any Person involving the development, identification or providing
of material science-based technology in or for any of the Designated
Applications, except for Atagencer’s services under this Agreement. 

                    3.4     Services in Selected Scientific Fields
..    The primary focus of the day-today
business activities of Atagencer (acting through Founder) shall be to serve and
support the development and expansion of NTI’s materials science-based
anti-corrosion industrial, packaging products, stationary systems and
installations, as the same have derived initially from the NTI Technology, as
the same have been expanded to include the Atagencer Technology, and as the
same may be further expanded over time to include additional technologies.   

                    3.5     Development of Strategic Alliances.  Atagencer (acting through Founder) shall
also interact with senior technical officers of NTI to provide guidance for the
strategic development, evaluation, expansion and upgrade of all NTI Technology
and shall assist NTI to identify appropriate strategic partners for the
commercialization of all NTI Technology and to structure and implement
appropriate joint ventures or other relationships with such strategic partners.


ARTICLE 4

ATAGENCER INTELLECTUAL PROPERTY RIGHTS

                    4.1     Transfer of Atagencer Technology to NTI.  Founder, Atagencer and the members of
Atagencer Group have caused all right, title and interest in and to the
Atagencer Technology to be transferred to NTI, including all rights to the
Biodegradable Polymer Technology, the Supercritical Technology, and the
Biobased Solvents.  Copies of the
Assignments relating to such transfers have been delivered to NTI.   

                    4.2     Transfer of Inventions by Founder to
Atagencer.  In
addition to the transfers described in Section 4.1, Founder shall continue
during the term of this Agreement to transfer and assign to Atagencer all of
his right, title and interest in and to all new personal proprietary scientific
inventions of Founder relating to the NTI Designated Applications as Founder,
in his reasonable, professional judgment, deems properly to fall within the
true intent of this Agreement (which provides, inter
alia, that Parties shall cooperate in the commercial and technical
development of the NTI Know-How). 
Founder agrees to transfer such proprietary scientific inventions to
Atagencer in order for Atagencer to be able to perform its obligations under
this Agreement.  Founder shall execute
such instruments and documents of transfer as may be reasonably requested by
NTI in order to evidence such transfers. 
Attached hereto as Exhibit B is a listing of the technical
documents that have been prepared by Founder and have been or will promptly be
transferred to Atagencer.  Such
documents describe Atagencer’s initial fund of Know-How.  During the term of this Agreement, Founder
and Atagencer shall regularly update and amend Exhibit B to this
Agreement to reflect all such additional proprietary scientific inventions of
Founder that have been or will be transferred by Founder to Atagencer.  Atagencer shall permit all such documents
identified in Exhibit B, as the same is updated and amended from
time-to-time, to be reviewed by the Executive Committee of NTI to determine
whether to file patent applications upon some or all of such know-how in
accordance with Section 4.4 hereof, which shall govern the relationship between
the Parties with respect to such intellectual property rights.  The Parties also intend that Exhibit B
to this Agreement shall be updated and amended from time-to-time to accommodate
New Atagencer Technology, as the same is developed. 



7










                    4.3     Transfer of Certain Other Rights to NTI.
Based upon the technical expertise of Founder, Atagencer may develop NTI
Know-How relating to the Designated Applications (resulting from its
interaction with NTI and its Affiliates) which may serve to further the
commercial and technical interests of NTI and its Affiliates.  NTI’s Affiliates are identified in the NTI
Federation Roster as the same may change from time to time.  A copy of the NTI Federation Roster has been
provided to Atagencer.  If the Parties
determine, in the exercise of their reasonable business judgment, that any such
Know-How is not susceptible of patent application due to a lack of protectable
technical innovation and/or inadequate independent commercial value, the rights
to such NTI Know-How shall automatically be transferred to NTI, without any
requirement for NTI to tender any additional consideration therefor, except as otherwise
expressly provided in this Agreement. 
Alternatively, if the Parties determine, in exercise of their reasonable
business judgment, that one or more applications for letters patent for
specific elements or aspects of the NTI Know-How relating to the NTI Designated
Applications should be filed in accordance with the provisions of Section 4.4
hereof, and that such NTI Know-How is susceptible of being patented pursuant to
Section 4.4 hereof, such Atagencer proprietary information shall be deemed to
be New Atagencer Technology.

                    4.4     Applications for Patents.
In the event that NTI determines, in its sole judgment, that any of the
proprietary scientific inventions of Founder (relating to the NTI Designated
Applications) that have been transferred to Atagencer pursuant to Section 4.2
above, or any other New Atagencer Technology, as the same presently exists or
may hereafter arise, is of sufficient commercial value to warrant obtaining a
patent and that any such inventions or New Atagencer Technology is in fact
patentable in the United States or elsewhere within Territory, then, upon NTI’s
request and at NTI’s expense (which shall not include any special compensation
to Founder therefor), Founder, Atagencer and Atagencer Group shall take all
necessary and reasonable steps to prepare all required technical documents for
the filing of a patent application and shall take such other steps as are
normally incident to the filing, processing and issuance of patents.  In such event, the inventions and New
Atagencer Technology that are the subject of any such patent application shall,
upon issuance of the initial letters patent therefor, thereafter be deemed to
be New Atagencer Tecnology.

8









                    4.5     Unrelated Technologies.
The Parties acknowledge that Founder is a creative scientist who desires and
intends to engage in research and other creative activities during his
professional career (individually and through Affiliates of Founder other than
Atagencer, e.g. IMET) outside of the scope of the Atagencer Technology and in
fields other than the Designated Applications (“Unrelated Technology”).  Attached as Exhibit C is a true,
correct and complete list of all Unrelated Technology owned by IMET.  Founder shall update said Exhibit C from
time to time during the term of this Agreement, as requested by NTI, to
disclose all additional Unrelated Technology that is hereafter acquired by
IMET.  Nothing in this Agreement is
intended in any manner to limit or prohibit Founder from continuing in such
activities, and Founder is encouraged to do so.  Founder shall be entitled to receive all economic benefits,
compensation, and profits that may be derived from the use of such Unrelated
Technology, and Founder shall not be required to transfer his interests in such
Unrelated Technology to Atagencer.  In
the event, however, that Founder wishes to disclose any such Unrelated
Technology and matters arising therefrom to NTI, and if NTI is interested in
obtaining information with respect thereto looking toward the possible
commercialization thereof on essentially the same terms as set forth in this
Agreement, then NTI agrees that it will enter into an appropriate
non-disclosure and trade secrecy agreement protecting Founder from any improper
utilization by NTI of the information disclosed to it by Founder on a
confidential basis.  

                    4.6     Liability Insurance Coverage Provided by
NTI.  NTI shall cause
Atagencer and Founder to be named as additional insureds under NTI’s liability
insurance coverage with respect to any use of the Atagencer Technology and New
Atagencer Technology pursuant to the terms of this Agreement.

ARTICLE 5


REVENUE SHARING WITH ATAGENCER WITH RESPECT
TO ATAGENCER

TECHNOLOGY AND NEW ATAGENCER TECHNOLOGY


                    5.1     Revenue Sharing. Any
revenues generated by NTI Net Sales arising out of Atagencer Technology and/or
new Atagencer Technology, shall be shared with Atagencer on the basis of EBIT
with 75% going to NTI, and 25% going to Atagencer, irrespective of the entity
which generates such revenues (e.g. division of NTI, a Joint Venture with
Atagencer and others or other).   


                    5.2     No Separate Compensation.  There shall be no separate compensation to
Atagencer or Founder for the transfer of technology to NTI with respect to the
Atagencer Technology or any New Atagencer Technology, beyond the revenue
sharing payments payable to Atagencer from the commercialization of the
Atagencer Technology an/or New Atagencer Technology, as set forth in this
Article 5. 


9








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

                    5.4     Statements to Atagencer.  Within sixty (60) days after the last day of
each quarterly period in each Support Year, NTI shall:




                              (A)     Prepare
and deliver to Atagencer 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 EBIT (broken down in reasonable detail by individual volumes
and customers and showing all costs and discounts leading to the establishment
of the EBIT figure for each customer); 


                                         (ii)     The
total amount of EBIT due to Atagencer; 

                              (B)     Pay
to Atagencer the full amount of 25% of EBIT 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 
5.7(A) hereof. 

                    5.5     Books and Records
..  NTI covenants and agrees that during
the term of this Agreement it will: 

                              (A)     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 Atagencer’s independent accountants
to verify the completeness and accuracy of each item of information which NTI
is required to set forth in each of the statements referred to in Section
5.7(A); 

                              (B)     Keep
all such commercial and financial records and books of account at its principal
office and will 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


10








                              (C)     Make
such commercial and financial records, books of account, data and information
available to Atagencer’s representatives and to Atagencer’s independent
accountants and will give to 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 NTI
is required to set forth in each of the statements referred to in Section
5.7(A) hereof.  In addition, Atagencer
shall have the right to make copies of any of the foregoing. The independent
accountants of NTI shall in the ordinary course of business provide written
confirmation and certification to Atagencer, at least annually, of the data
supplied to Atagencer pursuant to Section 5.7(A) hereof. The cost of such
reports shall be borne by NTI. In the event that Atagencer shall cause its
representatives to confirm or verify the accuracy of the data supplied by NTI,
then the costs and fees of such representatives shall be borne by Atagencer
unless such representatives shall determine, to the satisfaction of NTI’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
Atagencer’s representatives and/or accountants shall be borne by NTI.  


                    5.6     Reimbursement for Reasonable Business
Expenses.  In the
event NTI requests Founder (acting on behalf of Atagencer) to travel or
otherwise incur out-of-pocket costs or expenses in furtherance of the purposes
of this Agreement, NTI shall pay to Founder (or Atagencer, if so directed by
Founder) such amounts as are necessary to pay or reimburse Founder for his
reasonable business and travel expenses, which shall be determined and approved
in advance by NTI on a case-by-case basis.

ARTICLE 6


INTERNATIONAL COORDINATION AND SUPPORT


          It is
recognized by the Parties that a major element in the technical assistance to
be provided by Atagencer pursuant to this Agreement relates to the integration
of the Atagencer Technology and any New Atagencer Technology into the Business
within the worldwide Federation of NTI and its Affiliates. Therefore, the
technical assistance provided to NTI shall include: 


                    6.1     Identification of International Customers.
Atagencer (and Founder) shall, together with NTI, identify potential
international companies working in the Territory and attempt to determine which
of these have become significant users of services or products utilizing the
Atagencer Technology or any New Atagencer Technology in the Territory.  Following such research into pre-existing
customers, Atagencer (and Founder) shall provide lists of significant users of
services or products utilizing the Atagencer Technology or any New Atagencer
Technology they identify, together with appropriate references, photographs and
other available information as to appropriate applications of the Atagencer
Technology or any New Atagencer Technology for each international customer
identified to NTI for use in the Territory. 

                    6.2
     Participation in Worldwide Conferences. Atagencer
shall also participate (and cause Founder to participate) in appropriate
worldwide and regional strategic conferences, marketing seminars and technical
exchanges organized by NTI and/or its Affiliates for their joint venture
partners. 


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ARTICLE 7

PAYMENTS FOR TECHNICAL ASSISTANCE

SERVICES

                    7.1     Basis for Payments.
NTI shall make payments to Atagencer as provided in this Article 7 in
consideration of all services performed by Atagencer (and Founder) as set forth
in Articles 3, 4, 5 and 6 hereof. Atagencer shall designate Founder as the
representative of Atagencer who shall personally perform such services on
behalf of Atagencer.  The payments set
forth herein shall be made throughout the entire term of this Agreement as
compensation in full for the services specified and duly provided by Atagencer
(and Founder) to NTI. 

                    7.2
     Consulting Fee. As of the effective date hereof,
NTI shall pay Atagencer a consulting fee in the amount of Ten Thousand Dollars
($10,000.00) per month for the services described in Section 7.1 above,
commencing as of the Effective Date. 
The amount of the consulting fee shall be subject to periodic review by
the Board of Directors of NTI.  Attached
hereto as Exhibit D is a true and correct history of all payments that have
been made by NTI to Atagencer from 1999 through the Effective Date (the
“Payment History”). 



                    7.3     Independent Contractor.
Notwithstanding anything contained in this Agreement to the contrary, in
performing its services hereunder, Atagencer shall act as, and for all purposes
shall be deemed to be, an independent contractor.  As an independent contractor, Atagencer shall be free (subject to
the provisions of Section 7.1 above) to pursue whatever proper and legitimate
means it chooses in performing the technical assistance and consulting services
contemplated hereby.  Neither this
Agreement nor the services to be rendered by Atagencer hereunder shall create
any employer-employee relationship.  If
required by applicable law, NTI will issue Atagencer, on an annual basis during
the term of this Agreement, an IRS Form 1099 with respect to compensation paid
to Atagencer hereunder.  Atagencer shall
have sole and exclusive responsibility for the payment of all income taxes and
for any taxes with respect to any compensation or benefits provided by NTI
hereunder.  Atagencer shall assume and
accept all responsibilities which are imposed on independent contractors by any
statute, regulation, rule of law or otherwise. 
Atagencer is not authorized to bind NTI or to incur any obligation or
liability on behalf of NTI except as expressly authorized by NTI in writing.  All authorized obligations or reasonable and
necessary business expenses incurred by Atagencer in the performance of its
duties under this Agreement shall be for the account of, on behalf of, and at
the expense of NTI.   

                    7.4     Assignment of Inventions.
Notwithstanding anything contained in this Agreement to the contrary, and
without in any way limiting any rights that NTI may have at law or in equity
and arising out of the relationship established by this Agreement, the
following shall apply:


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                              (A)     Works Made For Hire. All right, title
and interest of Atagencer in any designs, processes, formulae, technologies
developed or used, know-how, systems, trade secrets, inventions, discoveries,
trademarks, logos, artwork, concepts, copyrights, improvements and patent or
patent rights conceived, reduced to practice, devised or developed in
connection with Atagencer’s relationship with NTI under this Agreement, or
otherwise arising or resulting from such relationship whether or not derived
from the foregoing, and all proprietary information, confidential information
or trade secrets of NTI that relate to the business of NTI (collectively the
“Protected Property”) shall be treated as “works made for hire” as defined in
the Copyright Act of 1976, as amended, 17 U.S.C. §101, et seq.  To the extent that any such Protected
Property is deemed or treated as not being a “work made for hire,” Atagencer
hereby expressly and irrevocably assigns to NTI all of its right, title and
interest in and to such Protected Property and any and all intellectual
property rights Atagencer may have therein. 
All Protected Property is and shall be the sole and exclusive property
of NTI.  Atagencer agrees to promptly
disclose to NTI all such Protected Property upon its development, discovery or
invention by Atagencer and, in any event, upon the request of NTI.  The obligations of this Section shall
continue beyond the term of this Agreement and shall survive the termination of
this Agreement and Atagencer’s relationship to NTI with respect to all such
Protected Property reduced to practice, conceived, developed, made or otherwise
resulting from Atagencer’s relationship with NTI under this Agreement and shall
be binding upon Atagencer’s employees, agents, consultants, contractors, representatives,
successors and permitted assigns. 




                              (B)     Further Assurances. Upon request by
NTI, Atagencer shall execute and deliver all appropriate applications for
securing all Untied States and foreign patents, copyrights, trademarks, or
other intellectual property rights relating to the Protected Property, and
shall do, execute and deliver any and all acts and instruments that may be
necessary or proper
to vest all such Protected Property and intellectual property rights in NTI,
and to enable NTI to obtain all such protection.  Atagencer agrees to render to NTI all such assistance as it may
require in the prosecution or defense of all interferences which may be
declared involving any of said Protected Property or rights.  Atagencer further agrees not to contest the
validity of any of NTI’s intellectual property rights, Untied States or
foreign, to which Atagencer’s performance of services made any contribution, or
in which Atagencer participated in any way, or to assist any other party in any
way in contesting the validity of any such right.  Atagencer further agrees that the obligations and undertaking
stated in this Section 7.4 shall continue beyond the term of this Agreement and
shall survive the termination of this Agreement.   

                              (C)     Return of Protected Property. All
Protected Property of NTI, including, without limitation, software programs,
software and systems documentation, records, data, documents, artwork, designs,
diagrams and other materials created or developed by Atagencer or coming into
its possession during the term of this Agreement, whether or not the same are
covered by any other section of this Agreement, relating in any way to the
business of NTI, shall be the sole and exclusive property of NTI and shall be
delivered promptly to NTI (together with all copies thereof), upon termination
of this Agreement or upon the request of NTI. 

                              (D)     Third Party Assignment. To the extent
that any Protected Property has been created, conceived, reduced to practice,
devised or developed together with an agent of Atagencer who in participation
with Atagencer conceived, reduced to practice, devised and/or developed
Protected Property (the “Co-Inventor”), Atagencer shall obtain the express and
irrevocable written agreement or instrument of the inventor (in form and
substance satisfactory to NTI), assigning to NTI all of such Co-Inventor’s right,
title and interest in and to such Protected Property and all intellectual
property rights that such Co-Inventor may have therein.  Atagencer shall provide to NTI executed
copies of the foregoing written agreements or instruments together with any other
evidence that NTI reasonably requests to verify that the foregoing assignments
have been consummated.  Upon the
execution of this Agreement, Atagencer shall provide NTI with a complete list
of all Protected Property which has been created, conceived, reduced to
practice, devised or developed by any Co-Inventor, contractor or agent of
Atagencer, who created, conceived, reduced to practice, devised or developed
Protected Property with Atagencer, or which otherwise could be deemed or
treated as other than a “work made for hire.”


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ARTICLE 8

REPRESENTATIONS AND WARRANTIES OF ATAGENCER

                    Atagencer
and the members of Atagencer Group, jointly and severally, hereby represent and
warrant to NTI as follows: 

                    8.1     Originality. The
Atagencer Technology consists of wholly original works, solely created and
developed by Founder and other Persons who have effectively transferred all of
their rights in the Atagencer Technology to NTI, so that NTI has good and valid
title to the Atagencer Technology, free from all liens, claims and encumbrances
of any kind or nature whatsoever.



                    8.2     Certified Biography.
To attest to the ability of Founder to have been the principal developer of the
Atagencer Technology, Founder has submitted to NTI his curriculum vitae,
together with selected publications of Founder. 

                    8.3     No Copies. Neither
Atagencer nor any member of Atagencer Group has copied or reproduced any other
Person’s proprietary works, software codes, documentation, copyrighted
material, patented material, patent applications or other documents or
information while developing any of the Atagencer Technology.  

                    8.4     No Infringement. To
the best knowledge and belief of Atagencer and the members of Atagencer Group,
no claims of copyright or patent infringement relating to any portion of the
Atagencer Technology have been submitted to or filed with or registered with
the United States Copyright Office or Patent and Trademark Office or any
similar public office in any other country in the Territory. 

                    8.5     No Transfer of Rights.
Neither Atagencer nor any member of Atagencer Group has ceded, transferred,
licensed, conveyed or otherwise bargained away any of their right, title or
interest in and to the Atagencer Technology to any Person other than to NTI. 


14








                    8.6     Miscellaneous Representations and
Warranties. No third party has any claim upon, title to or
interest in the Atagencer Technology. 
No third party has requested Atagencer or any member of Atagencer Group
to prepare or develop any aspect of the Atagencer Technology for such third
party.  Neither Atagencer nor any member
of Atagencer Group has mortgaged or otherwise encumbered or permitted the
encumbrance of any portion of the Atagencer Technology.  Neither Atagencer nor any member of
Atagencer Group has entered into any option or other agreement with any third
party relating to the Atagencer Technology, and NTI has received all of the
rights to the Atagencer Technology.   

                    8.7     Escrow of Funds.
Atagencer and the members of Atagencer Group hereby acknowledge that the
assertion or filing of any third party claim, title or interest in or to the
Atagencer Technology or any New Atagencer Technology will be grounds for NTI to
escrow all or any part of the monies due Atagencer under this Agreement until
satisfactory resolution thereof. 

ARTICLE 9

PROTECTION OF NTI TRADE SECRETS

                    9.1     Acknowledgment of NTI Trade Secrets.
Atagencer and the members of Atagencer Group each hereby acknowledge and agree
that the NTI Technology and all other information deemed confidential by NTI
and relating to the Business, including all applications of the NTI Technology,
constitute Trade Secrets.

                    9.2     Protection of NTI Trade Secrets.
During the term of this Agreement, and following its termination and for all
times thereafter, Atagencer and each of the members of Atagencer Group hereby
agrees to keep secret and confidential all Trade Secrets which they now know or
may have or come to know as a result of this Agreement, or the relationships
between the Parties contemplated hereby. 
Trade Secrets shall not be disclosed by Atagencer or by any member of
Atagencer Group 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 Atagencer or any member of Atagencer
Group, or (ii) to the extent that the disclosure thereof may be required
pursuant to the order of any court or any other governmental body.  If a Trade Secret shall be in the public
domain as a result of an act by Atagencer or by any member of Atagencer Group
or any Agent thereof, then they shall nevertheless continue to keep such Trade
Secret confidential.



                    9.3     NTI Trade Secrecy Agreement.
Neither Atagencer nor any member of Atagencer Group nor their Agents shall at
any time copy, remove from their proper location – be it within NTI or
elsewhere – or retain without proper written consent, the originals or copies
of any 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 locations; however, this should be done subject
to the requirement of this Section 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 Trade Secrets be strictly maintained, both as to
original documents and copies thereof.  



15








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

                              (B)     NTI
shall be deemed to be a third party beneficiary of the Trade Secrecy
Agreements, and each Party may, in its sole discretion, on its own behalf or
derivatively and/or on behalf of NTI, directly enforce the provisions of any
Trade Secrecy Agreement(s) and/or any breach thereof against any and all Agents
of the other Parties who have executed the same. 

                    9.4     Remedies in the Event of a Violation.
In the event of any violation or threatened violation of the provisions of this
Article 9 by any Party and/or its Agents, the remedy at law of NTI will be
inadequate, and NTI will suffer irreparable injury.  Accordingly, each Party consents to injunctive and other
appropriate equitable relief without the need to post any bond, upon the
institution of legal proceedings against such Party for violation or threatened
violation of the provisions of this Article 9 in any  Court of competent jurisdiction in order to protect Trade
Secrets.  Such relief shall be in
addition to any other relief to which NTI may be entitled, at law or in equity,
including the right of immediate termination of this Agreement.  

ARTICLE 10

CORPORATE OPPORTUNITY DOCTRINE

                    10.1     Observance of Corporate Opportunity
Doctrine. In partial consideration of the funds paid by NTI
to Atagencer pursuant to this Agreement, and in consideration of the ancillary
investments NTI has made and the costs NTI has incurred in developing business
opportunities within the Territory pursuant to NTI’s ownership of the Atagencer
Technology and any New Atagencer Technology, Atagencer and each of the members
of Atagencer Group hereby agree not to engage in any activity during the term
of this Agreement that would negatively impact the performance of their duties
under this Agreement, and they hereby agree to refer all business, scientific
and technical opportunities that any of them come to know about which relate in
any way to the Atagencer Technology and any New Atagencer Technology to NTI.

16









                    10.2     Agreement Not to Divert Resources.
In further partial consideration of the funds paid by NTI to Atagencer and the
ancillary investments made and costs incurred by NTI in developing business
opportunities in the Territory to commercially exploit the Atagencer Technology
and any New Atagencer Technology, Atagencer and the members of the Atagencer
Group hereby agree that during the term of this Agreement they shall not
directly or indirectly, in any capacity whatsoever, engage in, own, manage,
operate, control, act as a consultant to, have a financial interest in, or
otherwise participate in the ownership, licensing, management, operation or
control of, any business that would impede, substitute, displace or divert
their resources from the performance of their duties under this Agreement. 

                    10.3     Agreement Not to Compete.
In further partial consideration of the funds paid by NTI to Atagencer and of
the ancillary investments made and costs incurred by NTI in developing business
opportunities in the Territory to commercially exploit the Atagencer Technology
and any New Atagencer Technology, Atagencer and each member of Atagencer Group
hereby covenants and agrees that except as otherwise provided in Section 5.10
of this Agreement they shall not, directly or indirectly, on their own behalf
or on behalf of any other Person: (i) deliver or provide any product
competitive with the Atagencer Technology and any New Atagencer Technology (a
“Competitive Product”) to any Person doing business the Territory; (ii) assist
any Person in developing a Competitive Product or technology in the Territory
or (iii) in any way use, sell, divulge, disclose, transfer or assign the
Atagencer Technology or any New Atagencer Technology to any other Person.  In addition, neither Atagencer nor any
member of Atagencer Group shall, directly or indirectly, for their own benefit
or for the benefit of any other Person, be involved in the development,
conception, marketing or reproduction of any products or technologies which
would divert business from the use of the Atagencer Technology or any New
Atagencer Technology or any products or technologies derived therefrom by NTI.   

                    10.4     Remedies for Breach.
In the event of any violation or threatened violation of the provisions of this
Article 10, the Parties hereby acknowledge that NTI’s remedy at law will be
inadequate, and NTI will suffer irreparable injury.  Accordingly, the Parties hereby consent to injunctive or other
appropriate equitable relief, without the need to post any bond, upon the
institution of legal proceedings therefor by NTI.  Such relief shall be in addition to any other relief to which NTI
may be entitled at law or in equity, including the right of immediate
termination of this Agreement and the cancellation of any revenue sharing or
other payments otherwise owed by NTI thereunder.

                    10.5     Right to Apply NTI Trademarks.
NTI shall have the right to apply NTI’s Trademarks in connection with the
Atagencer Technology and the New Atagencer Technology and any Products
manufactured, marketed or distributed by NTI or its Affiliates utilizing the
Atagencer Technology or any New Atagencer Technology.

17










                    10.6     Independent Development of NTI Interests.
NTI currently has and may, from time to time, continue to develop other
business interests outside the scope of the Atagencer Technology (“Independent
NTI Interests”) for which NTI may seek creative scientific support.  In conjunction with the development of such
independent business interests, NTI may, in good faith, seek creative
scientific support from Atagencer and/or members of Atagencer Group, in NTI’s sole
discretion; but NTI shall have no obligation to seek such support from any such
Person.  In the event that NTI does seek
creative support from Atagencer or members of Atagencer Group for any
Independent NTI Interests, Atagencer and the member of Atagencer Group shall
treat any and all information provided by NTI or its Affiliates to them and/or
learned by them directly or indirectly, as Trade Secrets and shall be bound by
the provisions of Article 11 hereof, whether or not any business relationship was
concluded between NTI and any of them relating to such Trade Secrets.  If mutual agreement is reached between the
Parties with respect to cooperation on the development of any Independent NTI
Interests, separate compensation to Atagencer and/or any member of Atagencer
Group for their contributions to such Independent NTI Interests shall be agreed
in writing between the Parties in advance. 
Such compensation may or may not include professional fees and/or
royalties.

ARTICLE 11

TERM OF AGREEMENT

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

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

                                (A)     Terminated
by NTI pursuant to Section 9.4 or Section 10.4 hereof;

                                (B)     Terminated
in accordance with Section 11.3 or Section 11.4 hereof; or 

                                (C)     Terminated
by either NTI or Atagencer 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 12 hereof. 


                    11.3     Termination Upon Change of Control of a
Party.  In the event
that a Change of Control of NTI or Atagencer shall occur, then the other Party
or Parties may, upon six (6) months prior written notice given to the Party
suffering the Change of Control, terminate this Agreement, unless the Change of
Control of such Party shall have been effected upon prior notification and with
the written approval of the other Party. 


18








                    11.4     Termination Upon Bankruptcy or Insolvency.
If either NTI or Atagencer shall become bankrupt or insolvent or shall file any
debtor relief proceedings, or if there shall be filed in Court against either
of them legal proceedings or bankruptcy or insolvency or reorganization or for
the appointment of a receiver or trustee of all or a portion of their property,
or if either NTI or Atagencer 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 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 tendered in full by the Party
subject to such proceedings;

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

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

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

                    11.6     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. From and after termination
of this Agreement, all Intellectual Property Rights of NTI shall continue to be
kept secret and confidential by the other Parties.

                    11.7     Cessation of Rights Upon Termination.
Upon the termination of this Agreement for reason of Default or Breach of this
Agreement, all rights that 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 13 hereof, the Parties shall jointly appoint a trustee or agent
to oversee the execution of the duties hereunder and the protection of the
rights hereunder of the Party allegedly in Default or Breach. If the Parties
cannot agree on a trustee or agent for such purposes, the arbitrator shall
forthwith appoint the same.

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ARTICLE 12

DEFAULT

                    12.1     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”) by a Party of any other provision of this Agreement.


                    12.2     Remedies Upon Default or Breach.
The remedies available to NTI and Atagencer 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 forgoing, in the event of a violation of Article 10 hereof by NTI or
Atagencer, 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 10 hereof as provided herein. 

                    12.3     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 Section 12.1 or 12.2 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 Section 12.2 hereof), or on account of
any subsequent Breach or Default by a Party.

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ARTICLE 13

DISPUTE RESOLUTION

                    13.1     Dispute Resolution by Arbitration.
All disputes (except as otherwise expressly provided in this Agreement) which
may arise among the Parties during the term of this Agreement and after the
termination thereof, upon failure by the Parties to amicably resolve the same
after mutual good faith negotiations, shall be exclusively settled through
binding arbitration including, but not limited to, the following: 

                                (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 13;

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

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

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

                                (A)     Arbitration
may not be invoked regarding any matters expressly stated in this Agreement to
require the agreement, consent or approval of all Parties. 

                                (B)     Arbitration
may not be invoked if a Party violates the provisions of this Agreement
relating to any of the matters set forth in Articles 9 or 10 hereof.  In such event, the remedies set forth in
Articles 11 and 12 hereof shall apply.  


                    13.3     Conduct of Arbitration Proceedings.
All arbitration proceedings shall be conducted in the English language and
shall be held in Cleveland, Ohio or in any other place mutually agreeable to
the Parties, under UNCITRAL Arbitration Rules. 
With respect to the interpretation of this Agreement, the laws of the
State of Ohio shall apply.  Judgment
upon any 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.

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                    13.4     Designation of the Prevailing Party.
In each case in which arbitration is invoked under this Agreement, the
arbitrator shall be required to designate one or the other Party as the
prevailing party.   

                    13.5     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, consequential, special
or punitive damages.   

ARTICLE 14

GENERAL PROVISIONS

                    14.1     Benefit of Parties.
All of the terms and provisions of this Agreement shall be binding upon the
Parties executing the same and their respective heirs, personal
representatives, successors and permitted assigns.  Except as expressly provided herein, a Party may not assign its
rights and obligations to a third party without the prior  written consent of the other Parties; 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 is an Affiliate of
such Party.  In such event, (i) the
assignor shall unconditionally guarantee the performance and obligations of the
assignee and shall not be released from 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.



                    14.2     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. 

                    14.3     Cooperation. During
the term of this Agreement, each Party shall cooperate with and assist the other
Parties in taking such acts as may be appropriate to enable all Parties to
comply with the terms of this Agreement and to carry out the true intent and
purposes thereof. 

                    14.4     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 Agreement before or after they are defined. 


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                    14.5     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 Parties hereto, and any breach or default hereunder; provided, however, that such waiver must be in writing and shall not
affect or impair the waiving Party’s rights in respect to any other covenants,
condition, breach or default hereunder. 

                    14.6     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 any 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 Parties, provided that the
force majeure event continues to be in effect as of the date that such notice
is given.



                    14.7     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 Atagencer, to:
	
   
	
  If to NTI, to:

	
   
	
  Atagencer,
  LLC
	
   
	
  Northern
  Technologies International

	
   
	
  10988
  Tanager Trail
	
   
	
  Corporation

	
   
	
  Brecksville,
  Ohio 44141
	
   
	
  Attention:
  Chairman

	
   
	
  Telefax
  1-216-803-2520
	
   
	
  23205
  Mercantile Road

	
   
	
   
	
   
	
  Beachwood,
  OH 44122

	
   
	
  Christine C.
  Gencer
	
   
	
  Telefax:
  1-216-595-1741

	
   
	
  10988
  Tanager Trail
	
   
	
   

	
   
	
  Brecksville,
  Ohio 44141
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
  Ayla S.
  Gencer
	
   
	
   

	
   
	
  10988
  Tanager Trail
	
   
	
   

	
   
	
  Brecksville,
  Ohio 44141
	
   
	
   




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


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                    14.8     Entire Agreement. This
Agreement contains the entire understanding of the Parties as of the date
hereof.  There are no representations,
promises, warranties, covenants, agreements or undertakings other than those
expressly set forth or provided for in this Agreement, and the same supersede
all prior agreements and understandings between the Parties with respect to the
relationships and transactions contemplated by this Agreement including,
without limitation, any consulting or similar arrangement in effect at any time
prior to the Effective Date of this Agreement. 
It is the intent of the Parties to develop the relationship established
hereunder, 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 New Atagencer
Technologies.  Any amendment or
supplement to this Agreement 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.    



                    14.9     Validity of Provisions.
Should any part of this Agreement be declared by any court of competent
jurisdiction to be invalid, such decision shall not affect the validity of the
remaining portions, which remaining portions 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 portions without including any such part or portion
which may for any reason be declared invalid. 
In the event that a provision of this 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. 



                    14.10     Governmental Filings.
NTI shall be responsible for the preparation and filing of all necessary
reports and or applications 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.  Each of the Parties shall provide whatever
information and documentation reasonably required of and available to it in
connection with the preparation and filing of such reports. 


24








                    14.11     Payments. Any payment
to be made to any Party 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 such Party. 
The Parties shall each have the right to specify in writing any bank
account to which payments due them (respectively) shall be made. 

                    IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set forth above.

	
  NORTHERN TECHNOLOGIES

  INTERNATIONAL CORPORATION
	
  ATAGENCER, LLC

	
   
	
   

	
  By:  /s/
  Philip Lynch
	
   
	
  By:  /s/
  Dr. Mehmet Gencer
	
   

	
   
	
  



  	
   
	
   
	
  



  	
   

	
  Title:
	
   
	
  Title:
	
   

	
   
	
  



  	
   
	
   
	
  



  	
   

	
   
	
   
	
   
	
   

	
  /s/ Mehmet A.
  Gencer, Ph.D.
	
   
	
  /s/
  Christine C. Gencer
	
   

	
  



  	
   
	
  



  	
   

	
  MEHMET A. GENCER, Ph.D, Individually
	
   
	
  CHRISTINE C. GENCER, Individually
	
   

	
   
	
   
	
   
	
   

	
  /s/ Ayla S.
  Gencer
	
   
	
  /s/ Mehmet
  A. Gencer
	
   

	
  



  	
   
	
  



  	
   

	
  AYLA S. GENCER, Individually
	
   
	
  MEHMET A. GENCER, Custodian for

  Kaan E. Gencer under the Ohio Transfers

  to Minors Act
	
   

	
   
	
   
	
   
	
   

	
  /s/ Mehmet
  A. Gencer
	
   
	
  /s/ Mehmet
  A. Gencer
	
   

	
  



  	
   
	
  



  	
   

	
  MEHMET A. GENCER, Custodian for

  Berk E. Gencer under the Ohio Transfers to

  Minors Act
	
   
	
  MEHMET A. GENCER, Custodian for

  Kerem C. Gencer under the Ohio Transfers

  to Minors Act
	
   

								



25