LICENSE AGREEMENT


BY AND BETWEEN


ZBIGNIEW TOKARZ, TRUSTEE U/A DATED

JUNE 26, 2003

(as Licensor)


AND


POLYMER ENERGY, LLC

(as Licensee)


DATED AS OF JUNE 26, 2003











TABLE OF CONTENTS


	
   
	
   
	
   
	
   
	
  Page

  
	
   
	
   
	
   
	
   
	
  



  
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 1 DEFINITIONS

  	
   
	
  1

  	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  1.1

  	
  Affiliate
	
   
	
  1
	
   

	
   
	
  1.2
	
  Agents
	
   
	
  1
	
   

	
   
	
  1.3
	
  Ancillary Agreements
	
   
	
  1
	
   

	
   
	
  1.4
	
  Atagencer
	
   
	
  1
	
   

	
   
	
  1.5
	
  At Cost
	
   
	
  1
	
   

	
   
	
  1.6
	
  Business
	
   
	
  1
	
   

	
   
	
  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
	
   
	
  2
	
   

	
   
	
  1.13
	
  Materials
	
   
	
  2
	
   

	
   
	
  1.14
	
  Net Sales
	
   
	
  2
	
   

	
   
	
  1.15
	
  New Tokarz Technology
	
   
	
  2
	
   

	
   
	
  1.16
	
  NTI
	
   
	
  2
	
   

	
   
	
  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
	
   
	
  3
	
   

	
   
	
  1.25
	
  Services
	
   
	
  3
	
   

	
   
	
  1.26
	
  Shareholder
	
   
	
  3
	
   

	
   
	
  1.27
	
  Shares
	
   
	
  5
	
   

	
   
	
  1.28
	
  Territory
	
   
	
  4
	
   

	
   
	
  1.29
	
  Tokarz
	
   
	
  4
	
   

	
   
	
  1.30
	
  Tokarz Trust
	
   
	
  4
	
   

	
   
	
  1.31
	
  Trademarks
	
   
	
  4
	
   

	
   
	
  1.32
	
  Trade Secrets
	
   
	
  4
	
   

	
   
	
  1.33
	
  Zalewski
	
   
	
  4
	
   

	
   
	
  1.34
	
  Zalewski Trust
	
   
	
  4
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 2 GRANT OF LICENSE
	
   
	
  4
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  2.1
	
  Licensor’s Representations
	
   
	
  4
	
   

	
   
	
  2.2
	
  Grant of License.
	
   
	
  4
	
   

	
   
	
  2.3
	
  Commitment by Company
	
   
	
  4
	
   

	
   
	
  2.4
	
  Enlargement of Scope of Intellectual Property Rights Not Subject
  to This License
	
   
	
  5
	
   

	
   
	
  2.5
	
  Claims Against Company for Infringement.
	
   
	
  5
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 3 IMPROVEMENTS AND MODIFICATIONS TO
  INTELLECTUAL PROPERTY RIGHTS
	
   
	
  5
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  3.1
	
  Ongoing Research and Development by Licensor.
	
   
	
  5
	
   

	
   
	
  3.2
	
  Improvements by Licensor
	
   
	
  5
	
   

	
   
	
  3.3
	
  Disclosure of Improvements and Modifications.
	
   
	
  6
	
   




i











	
  ARTICLE 4 GRANT OF RIGHT AND LICENSE BY COMPANY CONCERNING
  IMPROVEMENTS IT ACQUIRES

  	
   
	
  6

  	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  4.1

  	
  Disclosure of Improvements to Licensor.
	
   
	
  6
	
   

	
   
	
  4.2
	
  Grant of Right and License by Licensor.
	
   
	
  6
	
   

	
   
	
  4.3
	
  Obligations of the Company Concerning the Filing of New Patents
	
   
	
  6
	
   

	
   
	
  4.4
	
  Review of Potentially Infringing Technology.
	
   
	
  7
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 5 OTHER AGREED UPON TECHNOLOGIES
	
   
	
  7
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  5.1
	
  Agreement of the Parties re: Other Agreed Upon Technologies
	
   
	
  7
	
   

	
   
	
  5.2
	
  Search for Other Agreed Upon Technologies
	
   
	
  7
	
   

	
   
	
  5.3
	
  Licensing Strategy for Other Agreed Upon Technologies.
	
   
	
  7
	
   

	
   
	
  5.4
	
  Development of the Market for Other Agreed Upon Technologies.
	
   
	
  8
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 6 ROYALTIES
	
   
	
  8
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  6.1
	
  Basis for Royalties
	
   
	
  8
	
   

	
   
	
  6.2
	
  Royalties Due with Respect to Net Sales.
	
   
	
  8
	
   

	
   
	
  6.3
	
  Royalties Due With Respect to Other Agreed Upon Technologies
	
   
	
  8
	
   

	
   
	
  6.4
	
  No Separate Compensation.
	
   
	
  9
	
   

	
   
	
  6.5
	
  When a Sale is Deemed to Occur.
	
   
	
  9
	
   

	
   
	
  6.6
	
  License Year.
	
   
	
  9
	
   

	
   
	
  6.7
	
  Statements to Licensor
	
   
	
  9
	
   

	
   
	
  6.8
	
  Books and Records
	
   
	
  9
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 7 LICENSOR’S REPRESENTATIONS AND WARRANTIES
	
   
	
  11
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  7.1
	
  Ownership
	
   
	
  11
	
   

	
   
	
  7.2
	
  Originality
	
   
	
  11
	
   

	
   
	
  7.3
	
  Certified Biography
	
   
	
  11
	
   

	
   
	
  7.4
	
  No Copies
	
   
	
  11
	
   

	
   
	
  7.5
	
  No Infringement
	
   
	
  11
	
   

	
   
	
  7.6
	
  No Transfer of Rights
	
   
	
  11
	
   

	
   
	
  7.7
	
  Miscellaneous Representations and Warranties
	
   
	
  11
	
   

	
   
	
  7.8
	
  Escrow of Royalties
	
   
	
  11
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 8 AFFIRMATIVE COVENANT OF TOKARZ
	
   
	
  11
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 9 TERM OF AGREEMENT
	
   
	
  12
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  9.1
	
  Indefinite Term .
	
   
	
  12
	
   

	
   
	
  9.2
	
  Termination.
	
   
	
  12
	
   

	
   
	
  9.3
	
  Termination Upon Change of Control of a Party.
	
   
	
  12
	
   

	
   
	
  9.4
	
  Termination Upon Bankruptcy or Insolvency .
	
   
	
  13
	
   

	
   
	
  9.5
	
  Payment of Amounts Due.
	
   
	
  13
	
   

	
   
	
  9.6
	
  Cooperation Upon Termination.
	
   
	
  13
	
   

	
   
	
  9.7
	
  Non-Release of Obligations
	
   
	
  13
	
   

	
   
	
  9.8
	
  Cessation of Rights Upon Termination.
	
   
	
  13
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 10 DEFAULT
	
   
	
  13
	
   

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  10.1
	
  Event of Default.
	
   
	
  13
	
   

	
   
	
  10.2
	
  Remedies Upon Default or Breach.
	
   
	
  14
	
   




ii











	
   
	
  10.3
	
  Non-Waiver of Rights.
	
   
	
  14

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 11 DISPUTE RESOLUTION
	
   
	
  14

	
   
	
   
	
   
	
   
	
   

	
   
	
  11.1
	
  Dispute Resolution by Arbitration.
	
   
	
  14

	
   
	
  11.2
	
  Disputes Not Subject to Arbitration
	
   
	
  15

	
   
	
  11.3
	
  Conduct of Arbitration Proceedings
	
   
	
  15

	
   
	
  11.4
	
  Designation of the “Prevailing Party”
	
   
	
  15

	
   
	
  11.5
	
  Punitive Damages Excluded.
	
   
	
  15

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE 12 GENERAL PROVISIONS
	
   
	
  15

	
   
	
   
	
   
	
   
	
   

	
   
	
  12.1
	
  Benefit of Parties.
	
   
	
  15

	
   
	
  12.2
	
  Counterparts
	
   
	
  16

	
   
	
  12.3
	
  Cooperation
	
   
	
  16

	
   
	
  12.4
	
  Index, Captions, Definitions and Defined Terms .
	
   
	
  16

	
   
	
  12.5
	
  Waiver of Compliance.
	
   
	
  16

	
   
	
  12.6
	
  Force Majeure.
	
   
	
  16

	
   
	
  12.7
	
  Notices.
	
   
	
  16

	
   
	
  12.8
	
  Entire Agreement.
	
   
	
  17

	
   
	
  12.9
	
  Validity of Provisions.
	
   
	
  18

	
   
	
  12.10
	
  Governmental Filings
	
   
	
  18

	
   
	
  12.11
	
  Payments
	
   
	
  18

	
   
	
  12.12
	
  Derivative Enforcement by NTI
	
   
	
  18

	
   
	
  12.13
	
  Changes Subject to Approval of NTI
	
   
	
  18




iii












LICENSE AGREEMENT


          THIS
LICENSE AGREEMENT is made and entered into as of June 26, 2003, by and between
ZBIGNIEW TOKARZ, TRUSTEE U/A DATED JUNE 26, 2003 (who is hereinafter referred
to as “Licensor”), and POLYMER ENERGY, LLC, a limited liability company
organized under the laws of the State of Ohio, (hereinafter referred to as
“Licensee” or as the “Company”). 


ARTICLE 1

DEFINITIONS

          For the
purposes of this Agreement, the following definitions of terms 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 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.   This
  Agreement.   

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  (c)
	
  Management Agreement.   Management
  and Marketing Agreement dated as of the Effective Date between the Company
  and NTI (“Management Agreement”). 

	
   
	
   
	
   

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




                    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










                    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 dated as of the Effective Date by and among Atagencer,
Licensor, the Tokarz Trust and the Zalewski Trust relating to the formation and
governance of the Company and the conduct of the Business. 

                    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 this 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 Tokarz Technology.  Any new technology developed by Tokarz or
the Tokarz 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. 

2










                    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 Tokarz 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 Processes, or utilizing the
Trademarks, all of which have been developed by and are owned and/or licensed
by the Company. 

                    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 Othr Agreed
Upon Technology.   

                    1.26    Shareholder.     Any
holder, from time to time, of Shares of the Company and who is a Party to the
Joint Venture Agreement or who may becomes a Party to the Joint Venture
Agreement in the future. 

3










                    1.27    Shares.     Any
validly issued shares or membership interests in the Company owned by any
Shareholder pursuant to the Joint Venture Agreement. 

                    1.28    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.   

                    1.29    Tokarz.     Zbigniew
Tokarz, a natural Person.  

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


                    1.31    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.   

                    1.32    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). 

                    1.33    Zalewski.     Maciej
Zalewski, a natural Person. 

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

ARTICLE 2

GRANT OF LICENSE

                    2.1    Licensor’s Representations.     Licensor
is the owner of the Intellectual Property Rights and is free to disclose and
license the Intellectual Property Rights to the Company for use in the
Territory. 

                    2.2    Grant of License.     Licensor
hereby grants to Licensee upon the terms, provisions and conditions set forth
herein, an exclusive, non-transferable right and license to the Know-How and
Processes to make, have made, use, sell or otherwise dispose of products and
services incorporating the Intellectual Property Rights within the
Territory.  Licensee shall not sell,
distribute, promote or solicit customers for the Intellectual Property Rights
outside of the Territory including but not limited to such countries or regions
where Licensor has granted exclusive sales rights to a third party licensee. 


                    2.3    Commitment by Company.     In
consideration of the exclusive license to the Intellectual Property Rights in
the Territory granted to the Company hereunder, the Company agrees that during
the term of this License Agreement it shall not, without the prior written
consent of Licensor, enter into a license agreement, distribution agreement or
any other agreement or relationship with any other Person for the use of such
Person’s processes, know how, techniques and procedures which would in any way
conflict with, substitute, displace or impede the Business within the
Territory. 

4










                    2.4    Enlargement of Scope of Intellectual
Property Rights Not Subject to This License.     It
is recognized that over a period of time the scope of the Intellectual Property
Rights covered by this License Agreement may expand in related areas.  The addition of such additional Intellectual
Property Rights under this License Agreement shall be as mutually agreed by
Licensor and Licensee, based upon their joint assessment of the prospective
market therefor within the Territory and the suitability of including such
additional Intellectual Property Rights within the Business. 

                    2.5    Claims Against Company for Infringement.     Notwithstanding
the provisions of Section 2.1 hereof, in the event that any third party shall
claim that the Company is infringing upon its patents or other intellectual
property rights, the Company shall promptly notify Licensor of such
claims.  Thereafter, Licensor and the
Company shall together determine an appropriate course of conduct in response
to such claims. 


ARTICLE 3

IMPROVEMENTS AND MODIFICATIONS TO

INTELLECTUAL PROPERTY RIGHTS

                    3.1    Ongoing Research and Development by
Licensor.     Licensor (through
Tokarz) shall continue its efforts in research and development to improve the
Intellectual Property Rights and Licensor shall make the results of such
research and development available to the Company through this License
Agreement. 

                    3.2    Improvements by Licensor.     Any
and all improvements or modifications to the Intellectual Property Rights, of
whatever nature and description, made by or through Licensor or Tokarz, or
acquired by Licensor or Tokarz, or coming under Licensor’s or Tokarz’s control
during the term of this Agreement, which relate to the Product and which are
suitable and useful in the Business, shall be deemed to be covered by this
Agreement and shall be made available to the Company without any payment
therefor in addition to the payments provided for in this Agreement.  It is understood, however, that if Licensor
or Tokarz should acquire improvements in or modifications to the Intellectual
Property Rights by means of a license from a third party, then Licensor’s and
Tokarz’s obligations to the Company hereunder shall be subject to the
provisions of such license. 


5








                    3.3    Disclosure of Improvements and
Modifications.     Licensor and
Tokarz shall disclose to the Company promptly any and all improvements in or
modifications to the Intellectual Property Rights as covered by this Agreement,
and any and all Know-How and technical information which Licensor or Tokarz may
acquire with respect to or relating to any such improvements or modifications.
Anything in this Agreement to the contrary notwithstanding, in the event that: 



	
   
	
  (a)
	
  Licensor or
  Tokarz should determine that any such improvements in or modifications to the
  Intellectual Property Rights, which are proprietary to Licensor or Tokarz,
  are themselves patentable and the disclosure thereof would in any manner
  adversely affect Licensor’s or Tokarz’s ability to obtain a patent with
  respect thereto or would otherwise be adverse to Licensor’s or Tokarz’s best
  interests with respect to the protection of the Intellectual Property Rights
  related thereto; or 

	
   
	
   
	
   

	
   
	
  (b)
	
  Licensor or
  Tokarz intends to file or have filed a patent application with respect
  thereto; then  




Licensor and
Tokarz shall not be under any obligation to make disclosure thereof to the
Company until Licensor and Tokarz has obtained adequate patent protection in
the opinion of its patent counsel. When such patent protection has been
obtained, the subject improvements or modifications will then be disclosed
promptly to the Company and the same will fall within the scope of the License
granted to the Company pursuant to this Agreement. 

ARTICLE 4


GRANT OF RIGHT AND LICENSE BY COMPANY

CONCERNING IMPROVEMENTS IT ACQUIRES


                    4.1     Disclosure of Improvements to Licensor.     The
Company agrees to disclose promptly to Licensor any improvements in or
modifications to the Intellectual Property Rights of whatever nature or
description, which come to be learned by the Company or which are made by or
through its efforts, without any obligation by Licensor to make payment
therefor. 


                    4.2     Grant of Right and License by Licensor.     The
Company hereby grants to Licensor an exclusive, worldwide and fully paid-up
right and license under any intellectual property rights, trade secrets and
know-how owned, controlled, or acquired by the Company or which may otherwise
be transferred or granted to the Company during the term of this Agreement and
for a period of two years following the termination hereof to make, have made,
use, sell or otherwise dispose of products incorporating any or all
improvements in and modifications to Intellectual Property Rights together with
the Know-How, Materials, Processes, Products utilizing such improvements and/or
to sublicense third parties to do the same. 

                    4.3     Obligations of the Company Concerning the
Filing of New Patents.     The
Company, NTI and Licensor  agree that
NTI shall, at its cost, on behalf of the Company and Licensor, file and
diligently prosecute applications for letters patent in the United States
Patent and Trademark Office in the name of the Company on any and all
patentable improvements to Intellectual Property Rights coming into its
purview.  The Company, NTI and Licensor
agree that NTI shall, at its cost, on behalf of the Company and Licensor, file
and diligently prosecute corresponding foreign patent applications in the name
of the Company in all “PCT countries” deemed appropriate by the Parties and in
such other countries outside the Territory as may be agreed by the Parties.  At the request of Tokarz or the Tokarz
Trust, the Company shall license to Tokarz or to the Tokarz Trust any patent
issued to the Company pursuant to such patent applications, but only for use
outside of the Territory, and all such licenses shall be “royalty-free” to the
licensee. 

6











                    4.4     Review of Potentially Infringing
Technology.     In the event that the
Company shall learn of any technology, processes or patents developed or owned
by third parties which may infringe or otherwise be in conflict with Intellectual
Property Rights, then the Company shall forthwith provide Licensor and NTI with
whatever information it may have with respect thereto.  Licensor and NTI and the Company will then consult with one
another as to: 

	
   
	
  (a)
	
  Taking
  appropriate legal action against such third party for infringement of
  Intellectual Property Rights; or 

	
   
	
   
	
   

	
   
	
  (b)
	
  Purchasing,
  licensing or otherwise acquiring such technology, processes or patents from
  such third parties, in which event such rights as are acquired shall be extended
  to Licensor pursuant to Section 4.2 hereof. In such event, based upon the joint
  decision of the Parties, the Company shall exert its best efforts to carry
  out whatever the Parties have determined to be in their mutual best interest. 




ARTICLE 5

OTHER AGREED UPON TECHNOLOGIES

                    5.1     Agreement of the Parties re: Other Agreed
Upon Technologies.     The Parties to
the Joint Venture Agreement and to the Ancillary Agreements agree that it is a
stated objective to build the Company by adding Other Agreed Upon Technologies
to the scope of the Business. 

                    5.2     Search for Other Agreed Upon Technologies.     Licensor
and Tokarz shall diligently search for Other Agreed Upon Technologies,
appropriate for the Territory, which might reasonably be included within the scope of
the Business. 


                    5.3     Licensing Strategy for Other Agreed Upon
Technologies.     The Parties agree to
cooperate with each other in evaluating licensing opportunities and in
promulgating strategy with respect to negotiating and concluding license
agreements for Other Agreed upon Technologies for and on behalf of the Company in
the Territory. Further, the Parties to this Agreement and to the Joint Venture
Agreement agree that NTI shall take the lead with respect to negotiating the most
favorable terms possible with the owner(s) of the intellectual property rights
with respect to Other Agreed Upon Technologies which the Parties wish to add to
the scope of the Business in the Territory; but that NTI shall not conclude any
agreement for such intellectual property rights for and on behalf of the
Company in the Territory, without the express written approval of the Parties
to the Joint Venture Agreement and the Company, which approval shall not be
unreasonably withheld.

7










                    5.4     Development of the Market for Other
Agreed Upon Technologies.     The Parties recognize that the
structure of the market for Other Agreed Upon Technologies in the Territory may
require a different marketing approach from that required by the structure of the
market of the Polymer Recycling Technology. 
There is therefore an element of uncertainty relative to the market for
Other Agreed Upon Technologies for planning purposes. The Parties agree,
however, to cooperate in fulfilling the terms of such license agreement as may
be concluded with the joint approval of the Parties, for Other Agreed Upon
Technologies, which shall generally comport a “best efforts” commitment by the
Parties jointly to maximize the commercial and financial results of the
Business for the Company with respect to Other Agreed Upon Technologies, in
accordance with the provisions of the Joint Venture Agreement and the Ancillary
Agreements. 

ARTICLE 6


ROYALTIES


                    6.1     Basis for Royalties.     The
Company shall pay the royalties to Licensor with respect to the Polymer
Recycling Technology and any New Tokarz Technology which are provided for in
Article 6 of this Agreement in consideration of the grant of License as set
forth in Article 2 hereof, which includes certain rights to Intellectual Property
Rights, the Know-How, Materials, Processes, Products, together with the Trade
Secrets disclosed herewith or furnished at a later date under this Agreement by
Licensor to the Company.  Such royalty
payments shall be made throughout the entire term of this Agreement as
compensation in full for the rights set forth above and duly licensed by
Licensor to the Company, provided that Licensor maintains diligent, tangible
effort to improve the Intellectual Property Rights licensed to the Company
hereunder, in accordance with Sections 3.1 and 3.2 hereof. 


                    6.2     Royalties Due with Respect to Net Sales.     The
Company shall pay to Licensor a royalty equal to seven and one-half percent
(7.5%) of Net Sales relating to the Polymer Recycling Technology and ten
percent (10%) of Net Sales relating to any New Tokarz Technology.  Royalties, less applicable withholding tax,
shall be paid in U.S. Dollars to an account or accounts as may be designated by
Licensor from time to time. 

                    6.3     Royalties Due With Respect to Other
Agreed Upon Technologies.     Royalties
to be paid by the Company to Licensor with respect to Other Agreed Upon
Technologies (other than any New Tokarz Technology) shall be as agreed between
the Parties on a case-by-case basis. Upon completion of a satisfactory
agreement to license the rights to include advanced products, materials and/or
technologies, under terms acceptable to the Parties, within the scope of the
Business as an Other Agreed Upon Technology, Licensor and Tokarz shall perform
substantially the same functions directly and/or cause the performance of
substantially the same functions for the Company under this License Agreement
with respect to each Other Agreed Upon Technology, that such Party does with respect
to Intellectual Property Rights, including but not limited to Licensor’s and
Tokarz’s commitment to ongoing research and development of Other Agreed Upon
Technologies as set forth in Sections 3.1 and 3.2 hereof.  Accordingly, the percentage of royalties to
be paid to Licensor with respect to Net Sales of Other Agreed Upon Technologies
shall, unless otherwise agreed between the Parties, be equal to the percentage
of royalties paid by the Company to Licensor with respect to Net Sales of
Polymer Recycling Technology. 

8











                    6.4     No Separate Compensation.     There
shall be no separate compensation to Licensor or Tokarz for the transfer of
technology to the Company with respect to Intellectual Property Rights or
rights to Other Agreed Upon Technologies, beyond the royalty payments payable
to Licensor from the commercialization of the Polymer Recycling Technology and
any Other Agreed Upon Technologies by the Company, as set forth in Sections
6.1, 6.2 and 6.3 hereof. 

                    6.5     When a Sale is Deemed to Occur.     A
sale shall be deemed to have occurred when products, goods or services based
upon Other Agreed Upon Technologies have been billed, or (if not billed)
delivered to and fully paid for by a customer. 

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

                    6.7     Statements to Licensor.     Within
sixty (60) days after the last day of each quarterly period in each License
Year, the Company shall:  

	
   
	
  (a)
	
  Prepare and
  deliver to Licensor 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 License Year:

	
   
	
   
	
   

	
   
	
   
	
  (i)
	
  The total
  amount of Net Sales related to the 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); 

	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  The total
  amount of royalties on such Net Sales related to the Polymer Recycling
  Technology (computed as hereinbefore provided) payable to Licensor. 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  The total
  amount of Net Sales related to Other Agreed Upon Technologies (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 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  The total amount
  of royalties on such Net Sales related to Other Agreed Upon Technologies
  (computed as hereinbefore provided) payable to Licensor. 

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  Pay to
  Licensor the full amount of the royalties to which it is entitled for and
  with respect to the period or periods, of the License Year covered by the
  statement(s) provided for in Section 6.7.(a) hereof. 




9









                    6.8     Books and Records.     The
Company covenants and agrees: 



	
   
	
  (a)
	
  That it will
  keep complete and accurate commercial and financial records and books of
  account showing the amount of billings to customers and the amount of
  deductions there from in arriving at Net Sales related to the Polymer
  Recycling Technology and Other Agreed Upon Technologies and all additional
  data and information which may be reasonably necessary to enable Licensor’s
  independent accountants to verify 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 6.7.(a); 

	
   
	
   
	
   

	
   
	
  (b)
	
  That it will
  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 

	
   
	
   
	
   

	
   
	
  (c)
	
  That it will
  make such commercial and financial records, books of account, data and
  information available to Licensor’s representatives and to Licensor’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 the Company is required to set forth in each of the
  statements referred to in Section 6.7.(a) hereof.  In addition, Licensor 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 Licensor, at least annually, of the
  data to be supplied to Licensor pursuant to Section 6.7.(a) hereof.  The cost of such reports shall be borne by
  the Company.  In the event that
  Licensor 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 Licensor 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 Licensor’s representatives and/or
  accountants shall be borne by the Company. 



10








ARTICLE 7

LICENSOR’S REPRESENTATIONS AND WARRANTIES


                    Licensor
hereby represents and warrants to the Company as follows: 





                    7.1     Ownership.     Licensor
is the sole owner of all right, title and interest in and to the Intellectual
Property Rights.  

                    7.2     Originality.     The
Intellectual Property Rights consists of wholly original works, solely created
and developed by Licensor under the direction of Tokarz.   

                    7.3     Certified Biography.     To
attest to the ability of Licensor to have in and of itself been the sole
developer of the Intellectual Property Rights, Licensor hereby submits to the
Company the Curriculum Vitae of Tokarz, together with selected publications of
Tokarz, which have been delivered to the Company.   

                    7.4     No Copies.     Licensor
has not 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
Intellectual Property Rights.   

                    7.5     No Infringement.     To
the best knowledge and belief of Licensor, no claims of copyright or patent
infringement relating to any portion of the Intellectual Property Rights have
been submitted to or filed with or registered with the United States Copyright
or Patent Office or any similar public office in any other country in the
Territory.   

                    7.6     No Transfer of Rights.     Neither
the Licensor nor Tokarz has ceded, transferred, licensed, conveyed or otherwise
bargained away any of their right, title or interest in or to the Polymer
Recycling Technology to any other Person except for the transfer of certain
rights to use the Polymer Recycling Technology that have been granted by Tokarz
to Speranda 1 Sp.z.o.o. (“Speranda”) and, through Speranda, rights to use the
Polymer Recycling Technology in Europe.  



                    7.7     Miscellaneous Representations and
Warranties.     No third party has
any claim upon, title to or interest in the Intellectual Property Rights.  No third party has requested Licensor or
Tokarz to prepare or develop any aspect of the Intellectual Property Rights for
such third party.  Licensor and Tokarz
have not mortgaged or otherwise encumbered or permitted the encumbrance of any
portion of the Intellectual Property Rights. 
Licensor and Tokarz have not entered into any option or other agreement
with any third party relating to the Intellectual Property Rights. 

                    7.8     Escrow of Royalties.     Licensor
acknowledges that the assertion or filing of any third party claim, title or
interest in or to the Intellectual Property Rights will be grounds for the
Company to escrow all or any part of the monies due Licensor under this
Agreement until satisfactory resolution thereof.   

ARTICLE 8

AFFIRMATIVE COVENANT OF TOKARZ

                    Tokarz
shall promptly assign to the Tokarz Trust all of his right, title and interest
in and to all New Tokarz Technology that is developed by Tokarz during the term
of the Joint Venture Agreement and shall provide copies of all such assignments
to the Company and to NTI. Upon the request of the Company or NTI, Tokarz shall
execute and deliver all such other instruments, certificates and other
documents as may be requested by the Company or NTI in order to better evidence
the transfer of his personal rights in all New Tokarz Technology to the Tokarz
Trust. 

11











ARTICLE 9

TERM OF AGREEMENT

                    9.1     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. 

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

	
   
	
  (a)
	
  Terminated
  in accordance with Section 9.3 and/or Section 9.4 hereof; 

	
   
	
   
	
   

	
   
	
  (b)
	
  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 10 hereof, or 

	
   
	
   
	
   

	
   
	
  (c)
	
  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. 




                    9.3     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 or
Parties 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. 


12








                    9.4     Termination Upon Bankruptcy or Insolvency.     If
a Party hereto shall become bankrupt or insolvent or shall file any debtor
relief proceedings, or if there shall be filed in Court against a Party legal
proceedings or bankruptcy or insolvency or 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 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 

	
   
	
   
	
   

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




                    9.5     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. 

                    9.6     Cooperation Upon Termination.     Upon
termination of this Agreement, the Company shall cooperate with Licensor in
transferring Intellectual Property Rights, together with Trade Secrets, to
Licensor or its designated assignee. 


                    9.7     Non-Release of Obligations.     The
termination of this License 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. Upon termination of this
Agreement, Trade Secrets shall continue to be kept secret and confidential by
the Company. 

                    9.8     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 of any 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
11 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 and/or Breach. If the Parties cannot agree on a
trustee or agent for such purposes, the Arbitration Panel shall forthwith
appoint same. 

ARTICLE 10

DEFAULT

                    10.1    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 of the Joint Venture
  Agreement, or any of the other Ancillary Agreements. 




13










                    10.2    Remedies Upon Default or Breach.     The
remedies available to each Party in an instance of Default or Breach by the
other Party in addition to any remedies available under the Joint Venture
Agreement, shall be as follows.  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 License 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 License 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. 

                    10.3    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 10.1 or 10.2 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 10.2 hereof), or on account of any
subsequent Breach or Default by a Party. 


ARTICLE 11

DISPUTE RESOLUTION

                    11.1    Dispute Resolution by Arbitration.     Any
and all disputes, except as excluded under Section 11.2 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: 

	
   
	
  (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
  License Agreement; 

	
   
	
   
	
   

	
   
	
  (c)
	
  A dispute as
  to the validity of this Article 11; 

	
   
	
   
	
   

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

	
   
	
   
	
   

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




14










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


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

	
   
	
   
	
   

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




                    11.3    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. With respect to
the interpretation of this Agreement, the laws of the State of Ohio 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. 

                    11.4    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”). 


                    11.5    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 12

GENERAL PROVISIONS

                    12.1    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 License 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. 

15











                    12.2    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. 

                    12.3    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. 

                    12.4    Index, Captions, Definitions and Defined
Terms.     The captions of the
Articles 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. 

                    12.5    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 shall not affect or impair the waiving
Party’s rights in respect to any other covenants, condition, Breach or Default
hereunder. 

                    12.6    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. 


                    12.7    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: 

16











	
  If to the
  Company, to:
	
   
	
  POLYMER
  ENERGY, LLC

	
   
	
   
	
  23205
  Mercantile Road

	
   
	
   
	
  Beachwood,
  OH 44122

	
   
	
   
	
   

	
  Copies to:
	
   
	
  Northern
  Technologies International Corporation

	
   
	
   
	
  23205
  Mercantile Road

	
   
	
   
	
  Beachwood,
  OH 44122

	
   
	
   
	
  Attention:
  Chairman

	
  And
	
   
	
   

	
   
	
   
	
  Northern
  Technologies International Corporation

	
   
	
   
	
  6680 North
  Highway 49

	
   
	
   
	
  Lino Lakes,
  MN 55014

	
   
	
   
	
  Attention:
  President

	
   
	
   
	
   

	
  If to
  Licensor, to:
	
   
	
  Zbigniew
  Tokarz, Trustee U/A Dated June 26, 2003

	
   
	
   
	
  c/o Charles
  T. Weible

	
   
	
   
	
  Weible &
  Associates Co.

	
   
	
   
	
  3505 E.
  Royalton Road, Suite 150

	
   
	
   
	
  Broadview
  Heights, OH 44147-2994

	
   
	
   
	
  Telefax:
  1-440-746-0782




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

                    12.8    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 of
the Polymer Recycling Technology 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 the case of any conflict between the
terms of this Agreement and the terms of the Joint Venture Agreement, the terms
of the Joint Venture Agreement shall prevail.


17










                    12.9    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. 

                    12.10    Governmental Filings.     The
Company 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.  Licensor shall provide whatever information
and documentation reasonably required of and available to it in connection with
the preparation and filing of such reports. 


                    12.11    Payments.     Any
payment to be made by the Company to Licensor 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 Licensor.  Licensor shall have the right to specify in writing any bank
account to which payments due shall be made. 

                    12.12   Derivative Enforcement by NTI.     NTI
may, derivatively for and on behalf of the Company, enforce the terms hereof
against Licensor in the event of a material Breach or Default of this Agreement
by Licensor.  In the event of derivative
enforcement hereunder, the matter shall be adjudicated in accordance with the
provisions of Article 11 hereof. 

                    12.13   Changes Subject to Approval of NTI.     The
parties to this Agreement shall not change, modify or amend this License
Agreement in any respect without the prior written consent of NTI. 

                    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written. 

	
   
	
   
	
  POLYMER ENERGY, LLC

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
  /s/ Zbigniew
  Tokarz
	
   
	
  By
	
       /s/
	
   

	
  



  	
   
	
   
	
  



  
	
  ZBIGNIEW TOKARZ, TRUSTEE

  U/A DATED JUNE 26, 2003
	
   
	
   
	
   
	
  (“Licensee”)

	
   
	
   
	
   
	
   
	
   

	
   
	
  (“Licensor”)
	
   
	
   
	
   
	
   




18










APPROVAL OF NTI


          By its
signature hereto NTI approves and agrees to the terms and provisions of this
License Agreement and agrees to be bound thereto to the extent that such terms
and provisions are applicable to it, it being understood that NTI shall also
have a direct right of action in its own name for the enforcement of the
provisions of this License Agreement. 


	
   
	
  NORTHERN TECHNOLOGIES 

  INTERNATIONAL CORPORATION 

	
   
	
   

	
   
	
  By
	
  /s/ Philip
  M. Lynch

	
   
	
   
	
  



  



APPROVAL OF TOKARZ

          By his
signature hereto Tokarz individually approves and agrees to the terms and
provisions of this License Agreement and agrees to be bound thereto to the
extent that such terms and provisions are applicable to him, it being
understood that Tokarz shall also have a direct right of action in his own name
for the enforcement of the provisions of this License Agreement. 

	
   
	
  /s/ Zbigniew
  Tokarz

	
   
	
  



  
	
   
	
  ZBIGNIEW TOKARZ, Individually




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