SHAREHOLDERS JOINT VENTURE AGREEMENT


BY AND BETWEEN


FIBROBETON PRECAST CONCRETE LTD.


ATAGENÇER,
LLC


AND


NORTHERN TECHNOLOGIES

INTERNATIONAL CORPORATION


DATED AS OF JUNE 24, 2001











TABLE OF CONTENTS


	
  ARTICLE 1

  	
            DEFINITIONS
	
   

	
   
	
   
	
   
	
   

	
   
	
  1.1.
	
  Shareholders Joint Venture Agreement or
  Agreement.
	
  2

	
   
	
  1.2.
	
  Ancillary Agreements.
	
  2

	
   
	
  1.3.
	
  Parties
	
  2

	
   
	
  1.4.
	
  NTI.
	
  3

	
   
	
  1.5.
	
  Taiyonic.
	
  3

	
   
	
  1.6.
	
  NTI ASEAN.
	
  3

	
   
	
  1.7.
	
  NTI and/or NTI
  ASEAN Affiliates.
	
  3

	
   
	
  1.8.
	
  Corporation or Joint Venture.
	
  4

	
   
	
  1.9.
	
  Corporation’s Business.
	
  4

	
   
	
  1.10.
	
  Territory.
	
  4

	
   
	
  1.11.
	
  Effective Date.
	
  4

	
   
	
  1.12.
	
  NTI Intellectual Property Rights.
	
  5

	
   
	
  1.13.
	
  Know-How.
	
  5

	
   
	
  1.14.
	
  Materials.
	
  5

	
   
	
  1.15.
	
  Process.
	
  5

	
   
	
  1.16.
	
  Product.
	
  6

	
   
	
  1.17.
	
  Masterbatch.
	
  6

	
   
	
  1.18.
	
  Trademark.
	
  6

	
   
	
  1.19.
	
  NTI and/or NTI
  ASEAN Trade Secrets.
	
  6

	
   
	
  1.20.
	
  Other Agreed Upon Technologies.
	
  7

	
   
	
  1.21.
	
  Net Sales.
	
  7

	
   
	
  1.22.
	
  At Cost.
	
  7

	
   
	
  1.23.
	
  Shareholder.
	
  8

	
   
	
  1.24.
	
  Shares
	
  8

	
   
	
  1.25.
	
  Transfer of Shares.
	
  8

	
   
	
  1.26.
	
  Transferor of Shares.
	
  8

	
   
	
  1.27.
	
  Transfer Price for Shares.
	
  8

	
   
	
  1.28.
	
  Transferee.
	
  8

	
   
	
  1.29.
	
  Change of Control.
	
  9

	
   
	
   
	
   

	
  ARTICLE 2
	
            MUTUAL REPRESENTATIONS
	
   

	
   
	
   
	
   
	
   

	
   
	
  2.1.
	
  Representations of NTI
	
  10

	
   
	
  2.2.
	
  Representations of Fibrobeton.
	
  10

	
   
	
  2.3.
	
  Representations of Atagençer.
	
  11

	
   
	
   
	
   

	
  ARTICLE 3
	
            PURPOSES OF THE JOINT VENTURE
	
   

	
   
	
   
	
   
	
   

	
   
	
  3.1.
	
  Purposes of the Joint Venture.
	
  13




i











	
  ARTICLE 4

  	
            FORMATION OF JOINT VENTURE CORPORATION
	
   

	
   
	
   
	
   
	
   

	
   
	
  4.1.
	
  Formation of Corporation.
	
  14

	
   
	
  4.2.
	
  Articles of Association.
	
  14

	
   
	
  4.3.
	
  Capitalization.
	
  14

	
   
	
  4.4.
	
  Payment for Shares by the Parties.
	
  15

	
   
	
  4.5.
	
  Parallel Rights to Subscribe for Additional
  Shares.
	
  15

	
   
	
   
	
   

	
  ARTICLE 5
	
            PURPOSE, EXECUTION AND INCORPORATION OF
          ANCILLARY AGREEMENTS
  HEREIN
	
   

	
   
	
   
	
   
	
   

	
   
	
  5.1.
	
  Execution of Ancillary Agreements.
	
  16

	
   
	
  5.2
	
  Ancillary Agreements Incorporated Herein and
  Made Part Hereof.
	
  16

	
   
	
   
	
   

	
  ARTICLE 6
	
            ELECTION OF DIRECTORS AND DESIGNATION OF THE CEO
          OF THE
  CORPORATION
	
   

	
   
	
   
	
   
	
   

	
   
	
  6.1.
	
  Election of Directors.
	
  17

	
   
	
  6.2.
	
  Substitute Directors.
	
  17

	
   
	
  6.3.
	
  Designation of Chief Executive Officer of the
  Corporation.
	
  17

	
   
	
   
	
   

	
  ARTICLE 7
	
            RESPONSIBILITIES AND DUTIES OF THE PARTIES
	
   

	
   
	
   
	
   
	
   

	
   
	
  7.1.
	
  Responsibilities of the Parties.
	
  18

	
   
	
  7.2.
	
  Specific Responsibilities and Duties of
  Individual Parties.
	
  18

	
   
	
  7.3.
	
  Actions Requiring Consent of All Parties.
	
  18

	
   
	
  7.4.
	
  Special Resolutions.
	
  20

	
   
	
   
	
   

	
  ARTICLE 8
	
            DEVELOPMENT OF THE CORPORATION’S AGENTS
	
   

	
   
	
   
	
   
	
   

	
   
	
  8.1.
	
  Development of Corporation’s Agents.
	
  21

	
   
	
  8.2.
	
  Implementation of Corporate Governance Policies
  Appropriate to the Territory.
	
  21

	
   
	
   
	
   
	
   

	
   
	
   
	
   

	
  ARTICLE 9
	
            PAYMENTS TO RELATED PARTIES FOR SERVICES
	
   

	
   
	
   
	
   
	
   

	
   
	
  9.1.
	
  Payments to Related Parties for Services
  Performed with Respect to 
	
   

	
   
	
   
	
  Product in the Ordinary Course of Business.
	
  22

	
   
	
  9.2.
	
  Payments to Related Parties for Services
  Performed with Respect to 
	
   

	
   
	
   
	
  Other Agreed Upon Technologies in the Ordinary
  Course of Business.
	
  22

	
   
	
  9.3.
	
  Payments to Related Parties for Services Related
  to Special Programs 
	
   

	
   
	
   
	
  for Promotion and Development.
	
  23

	
   
	
  9.4.
	
  Limitation of Compensation to Related Parties.
	
  23




ii











	
  ARTICLE 10

  	
            COVERAGE OF FINANCIAL SHORTFALLS BY THE PARTIES
	
   

	
   
	
   
	
   
	
   

	
   
	
  10.1.
	
  Coverage of Financial Shortfalls by the Parties.
	
  24

	
   
	
   
	
   

	
  ARTICLE 11
	
            FINANCIAL BOOKS AND RECORDS – BANKING
	
   

	
   
	
   
	
   
	
   

	
   
	
  11.1.
	
  Fiscal Year.
	
  25

	
   
	
  11.2.
	
  Access to Books and Records.
	
  25

	
   
	
  11.3.
	
  Bank Accounts.
	
  25

	
   
	
   
	
   

	
  ARTICLE 12
	
            INSURANCE
	
   

	
   
	
   
	
   
	
   

	
   
	
  12.1.
	
  Independent Insurance Coverage.
	
  26

	
   
	
  12.2.
	
  Inclusion of the Corporation as a Named Insured
  Under the Insurance 
	
   

	
   
	
   
	
  Coverage of a Party.
	
  26

	
   
	
   
	
   

	
  ARTICLE 13
	
            PROTECTION OF NTI AND/OR
  NTI ASEAN TRADE SECRETS
	
   

	
   
	
   
	
   
	
   

	
   
	
  13.1.
	
  Recognition of NTI and/or NTI ASEAN Trade Secrets.
	
  27

	
   
	
  13.2.
	
  Protection of NTI and/or NTI ASEAN Trade Secrets.
	
  27

	
   
	
  13.3.
	
  Protection of NTI and/or NTI ASEAN Trade Secrets by Agents of
Fibrobeton and Atagençer.
	
  28

	
   
	
  13.4.
	
  Remedies in the Event of a Violation of Article
  13 Hereof.
	
  29

	
   
	
   
	
   

	
  ARTICLE 14
	
            PROTECTION OF FIBROBETON AND/OR ATAGENÇER
          TRADE SECRETS
	
   

	
   
	
   
	
   
	
   

	
   
	
  14.1.
	
  Identification of Fibrobeton and/or Atagençer Trade
  Secrets.
	
  30

	
   
	
  14.2.
	
  Protection of Fibrobeton and/or Atagençer Trade
  Secrets.
	
  30

	
   
	
  14.3.
	
  Protection of Fibrobeton Trade Secrets and Atagençer Trade Secrets
by
  Agents of NTI .
	
  31

	
   
	
  14.4.
	
  Remedies in the Event of a Violation of Article
  14 Hereof.
	
  32

	
   
	
   
	
   

	
  ARTICLE 15
	
            COVENANT TO OBSERVE THE DOCTRINE OF “CORPORATE
          OPPORTUNITY”
	
   

	
   
	
   
	
   
	
   

	
   
	
  15.1.
	
  Doctrine of Corporate Opportunity and Observance
  Thereof.
	
  33

	
   
	
  15.2.
	
  Agreement Not to Divert Resources.
	
  33

	
   
	
  15.3.
	
  Remedies for Breach of Agreement Not to Divert Resources.
	
  34

	
   
	
   
	
   

	
  ARTICLE 16
	
            GRANT OF RIGHT AND LICENSE BY FIBROBETON AND

            ATAGENÇER TO NTI 
  CONCERNING IMPROVEMENTS

            FIBROBETON
  AND/OR ATAGENÇER  MAY ACQUIRE TO

            NTI
  INTELLECTUAL PROPERTY RIGHTS
	
   

	
   
	
   
	
   
	
   

	
   
	
  16.1.
	
  Disclosure to NTI of Improvements to NTI
  Intellectual Property

  Rights by Fibrobeton and Atagençer
  each.
	
  35




iii











	
   
	
  16.2.
	
  Grant of Right and License to NTI.
	
  35

	
   
	
  16.3.
	
  Obligations of Fibrobeton and/or Atagençer Concerning
  the Filing of

  New Patents.
	
  35

	
   
	
  16.4.
	
  Review of Potentially Infringing Technology.
	
  36

	
   
	
   
	
   

	
  ARTICLE 17
	
            TERM OF AGREEMENT
	
   

	
   
	
   
	
   
	
   

	
   
	
  17.1.
	
  Indefinite Term.
	
  37

	
   
	
  17.2.
	
  Termination.
	
  37

	
   
	
  17.3.
	
  Termination Upon Change of Control of a Party.
	
  37

	
   
	
  17.4.
	
  Termination Upon Bankruptcy or Insolvency.
	
  38

	
   
	
  17.5.
	
  Payment of Amounts Due.
	
  38

	
   
	
  17.6.
	
  Cooperation Upon Termination.
	
  39

	
   
	
  17.7.
	
  Non-Release of Obligations.
	
  39

	
   
	
  17.8.
	
  Cessation of Rights Upon Termination.
	
  39

	
   
	
  17.9.
	
  Liquidation of the Corporation and Wind-up of
  the Corporation’s

  Business Upon Termination.
	
  40

	
   
	
   
	
   

	
  ARTICLE 18
	
            DEFAULT
	
   

	
   
	
   
	
   
	
   

	
   
	
  18.1.
	
  Event of Default.
	
  42

	
   
	
  18.2.
	
  Remedies Upon Default or Breach.
	
  42

	
   
	
  18.3.
	
  Non-Waiver of Rights.
	
  43

	
   
	
   
	
   

	
  ARTICLE 19
	
            DISPUTE RESOLUTION
	
   

	
   
	
   
	
   
	
   

	
   
	
  19.1.
	
  Dispute Resolution by Arbitration.
	
  44

	
   
	
  19.2.
	
  Disputes Not Subject to Arbitration.
	
  44

	
   
	
  19.3.
	
  Conduct of Arbitration Proceedings.
	
  45

	
   
	
  19.4.
	
  Designation of the “Prevailing Party”.
	
  45

	
   
	
  19.5.
	
  Punitive Damages Excluded.
	
  45

	
   
	
   
	
   

	
  ARTICLE 20
	
            PROSCRIPTION OF AUTHORITY OF THE PARTIES TO BIND

            EACH
  OTHER
	
   

	
   
	
   
	
   

	
  ARTICLE 21
	
            RECIPROCAL INDEMNIFICATION
	
  47

	
   
	
   
	
   

	
  ARTICLE 22
	
            TRANSFER OF SHARES
	
   

	
   
	
   
	
   
	
   

	
   
	
  22.1.
	
  Restrictions on Transfer of Shares.
	
  48

	
   
	
  22.2.
	
  Right of First Refusal to Acquire Shares.
	
  48

	
   
	
  22.3.
	
  Exercise of Right to Acquire Shares.
	
  49

	
   
	
  22.4.
	
  Sale of Shares to a Third Party.
	
  49

	
   
	
  22.5.
	
  Shares Transferred to a Third Party Subject to
  Restrictions.
	
  49

	
   
	
  22.6.
	
  Attempted Transfer of Shares in Violation of
  this Agreement.
	
  50

	
   
	
  22.7.
	
  Permitted Transfer of Shares.
	
  50




iv











	
   
	
  22.8.
	
  Pledge of Shares Subject to this Agreement.
	
  51

	
   
	
   
	
   

	
  ARTICLE 23
	
            GENERAL PROVISIONS
	
   

	
   
	
   
	
   
	
   

	
   
	
  23.1.
	
  Benefit of Parties.
	
  52

	
   
	
  23.2.
	
  Counterparts.
	
  52

	
   
	
  23.3.
	
  Cooperation.
	
  52

	
   
	
  23.4.
	
  Index, Captions, Definitions and Defined Terms.
	
  53

	
   
	
  23.5.
	
  Waiver of Compliance.
	
  53

	
   
	
  23.6.
	
  Force Majeure.
	
  54

	
   
	
  23.7.
	
  Notices.
	
  54

	
   
	
  23.8.
	
  Entire Agreement.
	
  55

	
   
	
  23.9.
	
  Validity of Provisions.
	
  56

	
   
	
  23.10.
	
  Governmental Filings.
	
  56

	
   
	
  23.11.
	
  Payments.
	
  57

	
   
	
  23.12.
	
  Derivative Enforcement by NTI.
	
  57

	
   
	
  23.13.
	
  Derivative Enforcement by Fibrobeton and/or Atagençer.
	
  57

	
   
	
  23.14.
	
  Publicity.
	
  57

	
   
	
  23.15.
	
  Ratification by the Corporation of the
  Shareholders Joint Venture

  Agreement and the Ancillary Agreements.
	
  58

	
   
	
  23.16.
	
  Brokers.
	
  58




v












	
  APPENDICES

  
	
   
	
   

	
  APPENDIX I

  	
  NTI Affiliates as of the Date Hereof.

	
   
	
   

	
  APPENDIX II
	
  NTI ASEAN
  Affiliates as of the Date Hereof

	
   
	
   

	
  APPENDIX III
	
  Trademark Documentation

	
   
	
   

	
  APPENDIX IV
	
  Articles of Association FIBRO-NTI LTD

	
   
	
   

	
  APPENDIX V
	
  Summary of NTI Product Liability and Other Insurance
  as it may be
Extended to the Corporation

	
   
	
   

	
  APPENDIX VI
	
  Summary Of FIBROBETON Product Liability and Other
  Insurance
as it may be Extended to the Corporation

	
   
	
   

	
  APPENDIX VII
	
  NTI and/or NTI ASEAN Trade Secrecy Agreement to be
  Executed
by Agents and Submanufacturers of FIBROBETON and
ATAGENÇER

	
   
	
   

	
  APPENDIX VIII
	
  Form of FIBROBETON and ATAGENÇER Trade Secrecy

  Agreement to be Executed by Agents of NTI




iv










SHAREHOLDERS JOINT VENTURE AGREEMENT


          This
Shareholders Joint Venture Agreement (“Agreement”), is entered into as of June 24, by and between FIBROBETON PRECAST CONCRETE LTD., a company
organized under the laws of the Republic of Turkey (“Fibrobeton”), whose principle place of business is Elemanari
Sanaye Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1.
Levent, Istanbul, Turkey together with ATAGENÇER,
LLC, a Limited Liability
Company organized under the laws of the State of Ohio, U.S.A. (“Atagençer”), whose principle place of business is 10988
Tanager Trail, Brecksville, Ohio 44141, (collectively the “Partners”), and NORTHERN TECHNOLOGIES INTERNATIONAL
CORPORATION, a corporation organized under the laws of the State of
Delaware, U.S.A. (“NTI”), whose
registered office is 6680 North Highway 49, Lino Lakes, Minnesota, U.S.A.
(the “Parties”).


          WHEREAS, the Partners and NTI desire to form a Joint Venture in
the form of a new entity organized under the laws of Turkey (the “Corporation”,
as hereinafter defined) to engage in the Corporation’s Business (as hereinafter
provided);


          WHEREAS, this
Joint Venture shall be called “Fibro-NTI Ltd.”(the “Corporation”);


          NOW THEREFORE, in consideration of
the promises and the mutual agreements, representations, warranties, covenants
and provisions herein contained, and intending to be legally bound hereby, the
Parties hereto agree as follows:


1











ARTICLE 1

DEFINITIONS

          For
the purposes of this Agreement, the following Definitions of terms shall apply:

1.1.     Shareholders
Joint Venture Agreement or Agreement.


          That certain Shareholders Joint
Venture Agreement by and between NTI (as
hereinafter defined), and the Parties (as hereinafter defined) dated as of June
24, 2001, for the formation and governance of a new entity under the laws of
the Republic of Turkey in the form of a limited liability company which shall
be known as Fibro-NTI, Joint Stock Company (“Fibro-NTI” or the “Corporation”).

1.2.     Ancillary
Agreements.

           The following are the Ancillary Agreements
and the Parties thereto:

	
   
	
    1.2.1.
	
  Management Agreement between Fibrobeton and the
  Corporation (“Management Agreement”); and

	
   
	
   
	
   

	
   
	
    1.2.2
	
  Sales Representation Agreement between Atagençer and
  the Corporation (“Sales Representation Agreement”); and

	
   
	
   
	
   

	
   
	
    1.2.3.
	
  License Agreement between NTI and the Corporation (“License Agreement”); and

	
   
	
   
	
   

	
   
	
    1.2.4.
	
  Technical Assistance and Marketing Support Agreement
  between NTI and the Corporation
  (“Technical Assistance Agreement”).




1.3.     Parties.

          The Parties to the Shareholders
Joint Venture Agreement and/or the Ancillary Agreements, their successors and
permitted assigns.


2











1.4.     NTI.

          Northern Technologies International
Corporation, a company organized under the laws of the State of Delaware,
U.S.A. the principal place of business of which is Lino Lakes, Minnesota,
U.S.A.  NTI is the owner of the NTI
Intellectual Property Rights (as hereinafter defined), and of a 50% interest in
the Corporation pursuant to this Agreement. 
In addition, NTI is the owner of a 50% interest in NTI ASEAN (as hereinafter defined).

1.5.     Taiyonic.

          Taiyonic
Ltd., a company organized under the laws of Japan and an NTI Affiliate, which
may help in marketing Product to Japanese companies for and on behalf of
Fibro-NTI, either in the Territory or internationally as per terms to be agreed
to with the support of NTI, as the Parties desire.  Taiyonic is 50% owned by NTI and 50% by Taiyo Petroleum Gas Co.
Ltd.

1.6.     NTI Asean.

          NTI
ASEAN, LLC, a limited liability company, organized under the laws of the
State of Nevada, U.S.A., whose registered office is in Reno, Nevada, U.S.A., to
which NTI has assigned all of its right, title and interest in the NTI
Intellectual Property Rights (as hereinafter defined) for the ASEAN Region (as set forth in Article
1.8.2 hereof), outside of Japan and the Republic of South Korea.  NTI ASEAN is owned 50% by NTI and 50% by
Taiyo Petroleum Gas Co. Ltd.

1.7.     NTI and/or NTI ASEAN Affiliates.

          All
entities and/or individuals with which NTI and/or NTI ASEAN has a joint venture relationship, similar in
character and style but not necessarily identical to the relationship created
by the Shareholders Joint Venture Agreement
and the Ancillary Agreements, or another form of alliance, for the development,
manufacture, promotion, marketing, sales and applications engineering of
Know-How, Materials, Process, Product and/or Masterbatch anywhere in the world.


3










          1.7.1    NTI
Affiliates.

          Current
NTI Affiliates are set forth in Appendix I hereof.

          1.7.2
     NTI ASEAN
Affiliates.

          Current
NTI ASEAN Affiliates are set
forth in Appendix II hereof.

1.8.     Corporation or
Joint Venture.

           Fibro-NTI
Ltd., that
entity created in the Republic of Turkey by the Parties pursuant to the
Shareholders Joint Venture Agreement to conduct the Corporation’s Business in
the Territory.

1.9.     Corporation’s
Business.

           The Corporation’s Business shall be
the manufacturing, marketing and distribution of Product, pursuant to NTI
Intellectual Property Rights, and of any other technologies as shall be
determined by the Parties in writing and made a part hereof pursuant to
Article 1.21 of this Agreement, in the Territory.

1.10.     Territory.

             The
Territory of Turkey and any other Territories as shall be agreed between the
Parties.


1.11.     Effective Date.

             The date upon which all necessary
formal approvals from the appropriate authorities of the Republic of Turkey for
the Shareholders Joint Venture Agreement were obtained and the Corporation was
duly registered pursuant to the Shareholders Joint Venture Agreement and the
Ancillary Agreements as appropriate in the Territory. 

4










1.12.     NTI
Intellectual Property Rights.

             The Know-How, Materials, Process,
Product, Masterbatch, Trademark, and NTI and/or NTI ASEAN Trade Secrets, (all as hereinafter defined),
collectively, as such currently exist and shall hereafter be modified,
developed and/or acquired by NTI.

1.13.     Know-How.

             The technology, formulae, methods
and procedures developed by NTI at considerable expense over a period of many
years, both directly and through NTI Affiliates, which are unique in nature and
essential or useful in the proper application of the Process, together with all
improvements and modifications with respect thereto.

1.14.     Materials.

             The constituent materials and
chemicals of one or more formulations developed by NTI under strict quality
control which are required for utilization of the Process.

1.15.     Process.

             The procedure utilizing the
Know-How for the manufacture of polyethylene substances with corrosion inhibiting properties derived from the Materials as
developed and specified by NTI, together with any improvements and
modifications of the corrosion inhibiting technology as it relates directly to
the manufacture of corrosion inhibiting polyethylene substances, together with
future technology, knowledge and product development which is useful in the
manufacture of the Product.


5











1.16.     Product.

             Volatile
Corrosion
Inhibiting (“VCI”) materials incorporated in polyethylene film and solid
substances of polyethylene in the form of boxes, tubes and other containers, which
may also include other volatile corrosion inhibiting host packaging substances
such as paper, manufactured by means of the Process, incorporating the
Materials and utilizing the Trademark, all of which have been developed and are
owned by NTI.

1.17.     Masterbatch.

             Any formulation of the Materials
which shall be designated by NTI, as appropriate, to be applied to the specific requirements for corrosion protection, as
afforded by the Product, of a known customer desirous of protecting an identified
object (or objects) which are to be subjected to an anticipated certain range
of corrosive influences. In addition to Materials, Masterbatch shall generally
also contain other substances for the purpose of facilitating the manufacture
of Product utilizing the Process.

1.18.     Trademark.

             The
name and style “ZERUST”, the “Zerust People”, “EXCOR”, the NTI Logo and the
Color Yellow as applied to Product, including trade literature, technical
specifications and application instructions, and promotional material
pertaining thereto, together with any ancillary trademark registrations, which
may differ between various jurisdictions. 
NTI is the owner of the Trademark in the Jurisdictions cited hereof in
Appendix III.

1.19.     NTI and/or NTI ASEAN Trade Secrets.


             All information
deemed and designated confidential, both in the Shareholders Joint Venture
Agreement and in the
Ancillary Agreements and hereafter, including but not limited to information
regarding the Know-How, Materials, Process, Product and/or Masterbatch,
together with information regarding technology, customers, research,
techniques, processes, applications, formulae, cost data, customer lists,
suppliers, competition, marketing strategy, supply relationships, costs and
cost accounting, memoranda, diagrams, pictures, computer software and programs
and records contained therein, sales information, financial information, costs,
pricing data and profits, relating to the Intellectual Property Rights of NTI, NTI ASEAN, the Corporation and NTI
and/or NTI ASEAN Affiliates both in the Territory and elsewhere.

6










1.20.     Other Agreed
Upon Technologies.

             In conformity with the objectives
of the Parties hereto to expand the Corporation’s Business over time, the Parties
shall endeavor to identify products, materials and/or technologies, which are
both compatible with the Corporation’s Business, and susceptible of being
profitably marketed through and/or by the Corporation in the Territory.  Upon joint agreement of the Parties, in
writing, to adopt such new products, materials and/or technologies within the
scope of the Corporation’s Business, and successful negotiation of 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 Corporation’s Business as “Other
Agreed Upon Technologies” to be treated as set forth in this Shareholders Joint
Venture Agreement and/or the Ancillary Agreements. 

1.21.     Net Sales.

             The total proceeds from the sale of
Product and Other Agreed Upon Technologies sold by the Corporation 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 of this Agreement,
less the following items: (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. 


1.22.     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”).

7










1.23.     Shareholder.

             Any holder, from time to time, of
Shares of the Corporation and who presently is a Party to the Shareholders
Joint Venture Agreement or who may become a Party to the Shareholders Joint
Venture Agreement in the future.

1.24.     Shares.

             Any validly issued shares of the
Corporation owned by any Shareholder pursuant to the Shareholders Joint Venture
Agreement.

1.25.     Transfer of
Shares.

             Any sale, transfer, assignment,
pledge or disposition of Shares of the Corporation in any way, whether
voluntarily or involuntarily, by gift, legal procedure, operation of law, or
any other means.

1.26.     Transferor of
Shares.


             A Shareholder who declares an
intention to Transfer Shares of the Corporation and/or initiates the Transfer
of Shares.

1.27.     Transfer Price
for Shares.

             The price per share for the Shares
of the Corporation offered on an arm’s-length basis by an outside party to the
Transferor in a bona fide written offer.

1.28.     Transferee.

             Any new Shareholder, who has
heretofore not been a party to the Shareholders Joint Venture Agreement, who
acquires his Shares pursuant to the provisions of the Shareholders Joint
Venture Agreement, and who thereafter signs and becomes a Party to the
Shareholders Joint Venture Agreement.

8










1.29.     Change of
Control.

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

9










ARTICLE 2

MUTUAL
REPRESENTATIONS

2.1.     Representations of NTI


          NTI hereby represents and warrants to
Fibrobeton and Atagençer as follows:

	
   
	
  2.1.1
	
  Organization and Standing.  NTI
  is a corporation, duly organized, validly existing and in good
  standing under the laws of the State of Delaware, U.S.A.

	
   
	
   
	
   

	
   
	
  2.1.2
	
  Due Authorization.  This Agreement and the Ancillary
  Agreements to be executed pursuant to this Agreement have been duly
  authorized by appropriate corporate action and the same are binding upon NTI in accordance with their
  respective terms.

	
   
	
   
	
   

	
   
	
  2.1.3
	
  No Violation of Other Agreements.  By
  entering into this Agreement, NTI will
  not violate or cause a default to occur under any other agreements to
  which it is a party.

	
   
	
   
	
   

	
   
	
  2.1.4
	
  Absence of Litigation.  There are no lawsuits or legal actions
  pending or, to the knowledge of NTI,
  threatened against NTI which
  would have a material effect upon NTI’s
  ability to perform under this Agreement and the Ancillary Agreements.

	
   
	
   
	
   

	
   
	
  2.1.5
	
  Right to License.  NTI
  is the owner of the NTI Intellectual Property Rights and is free to
  disclose and license the NTI Intellectual Property Rights, together with NTI
  and/or NTI ASEAN Trade Secrets
  to the Corporation for use in the Territory




2.2.     Representations
of Fibrobeton.

                     Fibrobeton
hereby represents and warrants to NTI as
follows:


	
   
	
  2.2.1.
	
  Organization and Standing.  Fibrobeton is a limited liability company
  duly organized, validly existing and is in good standing under the laws of
  the Republic of Turkey, where it has its principal place of business.




10











	
   
	
  2.2.2
	
  Due Authorization.  This Agreement and the Ancillary
  Agreements to be executed pursuant to this Agreement have been duly
  authorized by appropriate corporate action and the same are binding upon
  Fibrobeton in accordance with their respective terms.

	
   
	
   
	
   

	
   
	
  2.2.3.
	
  No
  Violation of Other Agreements.  By entering into this
  Agreement, Fibrobeton will not violate or cause a default to occur
  under any other agreements to which it is a party.
   

	
   
	
   
	
   

	
   
	
  2.2.4.
	
  Absence of Litigation.  There are no lawsuits or legal actions pending
  or, to the knowledge of Fibrobeton,
  threatened against Fibrobeton which would have a material effect upon
  Fibrobeton’s ability to perform under this Agreement and the Ancillary
  Agreements.




2.3.     Representations
of Atagençer.

                     Atagençer
hereby represents and warrants to NTI as
follows:


	
   
	
  2.3.1
	
  Organization and Standing.  Atagençer is a limited liability company
  duly organized, validly existing and is in good standing under the laws of
  the State of Ohio, where it has its principal place of business.

	
   
	
   
	
   

	
   
	
  2.3.2.
	
  Due Authorization.  This Agreement and the Ancillary
  Agreements to be executed pursuant to this Agreement have been duly
  authorized by appropriate corporate action and the same are binding upon
  Atagençer in accordance with their respective terms.

	
   
	
   
	
   

	
   
	
  2.3.3.
	
  No Violation of Other Agreements.  By
  entering into this Agreement, Atagençer will not violate or cause a default to occur under any other
  agreements to which it is a party.




11











	
   
	
  2.3.4.
	
  Absence of Litigation.  There are no lawsuits or legal actions
  pending or, to the knowledge of Atagençer,
  threatened against Atagençer which
  would have a material effect upon Atagençer’s ability to perform under this Agreement and the Ancillary
  Agreements.




12










ARTICLE 3

PURPOSES OF THE JOINT VENTURE


3.1.     Purposes of the
Joint Venture.


          The
purposes of the Joint Venture are as follows:

	
   
	
  3.1.1.
	
  To conduct the
  Corporation’s Business for the benefit of the Parties;

	
   
	
   
	
   

	
   
	
  3.1.2.
	
  To protect and preserve NTI Intellectual Property Rights
  together with NTI and/or NTI ASEAN Trade Secrets in the
  Territory under the terms of this Agreement and the Ancillary Agreements;

	
   
	
   
	
   

	
   
	
  3.1.3.
	
  To manufacture,
  promote and sell Product in the Territory under the terms hereof and of the
  Ancillary Agreements;

	
   
	
   
	
   

	
   
	
  3.1.4.
	
  To provide
  for the implementation of the Ancillary Agreements for the benefit of the
  respective Parties; and

	
   
	
   
	
   

	
   
	
  3.1.5.
	
  To manufacture, promote
  and sell Other Agreed Upon Technologies in the Territory.




13










ARTICLE 4

FORMATION OF JOINT VENTURE CORPORATION


4.1.     Formation of
Corporation.


           With the signing of this Agreement, the
Parties have signified their agreement to the formation of a new entity in the
form of a limited liability company under the laws of the Republic of Turkey.  Implementation of the formalities for
incorporating the Corporation is the
responsibility of Fibrobeton.  The
Corporation’s name shall be Fibro-NTI Ltd..  The Corporation’s place of business shall be Karanfil Caddesi No:
27 1, Levent 80620 Istanbul, Turkey or at such other place as may be determined
by the Parties.

4.2.     Articles of
Association.

           A copy of the Articles of
Association for the Corporation is attached hereto as Appendix IV.  In case of any inconsistency between this Agreement and the Articles of Association, the
provisions of this Agreement shall govern.

4.3.     Capitalization.

           The
capital of Fibro-NTI Ltd. shall be subscribed for by the Parties at a
price of $2,000.00 per
Share as follows:

	
   
	
  Fibrobeton
	
  -
	
  25 Shares

	
   
	
  Atagençer
	
  -
	
  25 Shares

	
   
	
  NTI
	
  -
	
  50 Shares




           The total capitalization for the
Corporation shall consist of $200,000.00 USD. 
$100,000.00 paid by NTI and $50,000.00 to be paid each by Fibrobeton and
Atagençer.

14











4.4.     Payment for
Shares by the Parties.

           The Parties are to pay for their
Shares in cash or by Note upon formation of the Corporation in accordance with
the laws of the Republic of Turkey; and the Corporation shall issue all Shares
subscribed hereunder in accordance with the terms hereof forthwith.  NTI shall advance the sum of $50,000.00 USD
to Fibrobeton for the purchase of Fibrobeton’s Shares and NTI shall advance the
sum of $50,000.00 USD to Atagençer for the purchase of Atagençer’s Shares.  Fibrobeton and Atagençer shall each execute
Notes payable to NTI for such advances, which Notes shall incorporate
reasonable terms, including reasonable interest rates, for the repayment
thereof to NTI, within a reasonable time frame.

4.5.     Parallel Rights
to Subscribe for Additional Shares.

           If additional Shares are thereafter
to be issued by the Corporation, its Shareholders shall have the right to
purchase such additional Shares in the same proportion as their holdings of
Shares at the time of the issuance thereof.

15










ARTICLE 5

PURPOSE, EXECUTION AND INCORPORATION OF

ANCILLARY AGREEMENTS HEREIN

5.1.     Execution of
Ancillary Agreements.

           In furtherance of the Corporation’s Business, the Parties and the
Corporation shall enter into various Agreements (herein “Ancillary Agreements”)
which shall also be effective as of the Effective Date.  Such Ancillary Agreements and the designated
Parties thereto are as follows:

	
   
	
  5.1.1.a.
	
  Management Agreement between Fibrobeton and the
  Corporation (“Management Agreement”);

	
   
	
   
	
   

	
   
	
  5.1.1.b.
	
  Sales Representation Agreement between Atagençer and
  the Corporation (“Sales Representation Agreement”);

	
   
	
   
	
   

	
   
	
  5.1.2.
	
  License Agreement between NTI and the Corporation
  (“License Agreement”); and

	
   
	
   
	
   

	
   
	
  5.1.3.
	
  Technical Assistance and Marketing Support Agreement
  between NTI and the Corporation (“Technical Assistance Agreement”).




5.2     Ancillary Agreements Incorporated Herein and Made Part Hereof.

           The
Ancillary Agreements shall be incorporated herein and made a part hereof.


16










ARTICLE 6

ELECTION OF DIRECTORS AND DESIGNATION OF

THE CEO OF THE CORPORATION

6.1.     Election of
Directors.

           The Corporation shall have a Board
of Directors consisting of five Directors. 
NTI and Fibrobeton shall
each have the right to designate two Directors.  NTI and Fibrobeton,
as Shareholders of the Corporation, agree that at meetings of Shareholders they
shall cast their entire vote in favor of any person(s) designated by the other
as Directors or Substitute Directors (as hereinafter defined) to fill their pro
rata share of Director positions in accordance with the provisions hereof.  Mehmet Gençer ad personam shall serve as the
fifth Director of the Corporation.

6.2.     Substitute
Directors.

           A Party shall have the right to
designate a Substitute Director (“Substitute Director”) in the event that a
Director previously designated by it shall resign, retire, die, or otherwise be
unable or unavailable to serve.

6.3.     Designation of
Chief Executive Officer of the Corporation.

           One of the Directors designated by
Fibrobeton shall be the Chief Executive Officer (“CEO”) of the Corporation,
whose responsibility and authority shall be to implement this Agreement, the
Ancillary Agreements, the Articles of Association, and such resolutions as may be
passed from time to time by the Board of Directors of the Corporation.  Designation of the Chief Executive Officer
by Fibrobeton shall, however, be subject to the approval of NTI, which approval shall not be
unreasonably withheld. NTI hereby
approves the appointment of Dundar Yetisener as the first Chief Executive
Officer of the Corporation.

17











ARTICLE 7

RESPONSIBILITIES AND DUTIES OF THE PARTIES

7.1.     Responsibilities
of the Parties.

           It shall be the responsibility of
all Parties to effect the Purposes of the Shareholders Joint Venture Agreement
pursuant to Article 3 hereof.

7.2.     Specific
Responsibilities and Duties of Individual Parties.

Specific responsibilities and duties which are to be fulfilled by
individual Parties to the Shareholders Joint Venture Agreement are set forth in
the Ancillary Agreements.

7.3.     Actions
Requiring Consent of All Parties.

           In addition to other provisions of
the Shareholders Joint Venture Agreement and/or the Ancillary Agreements
requiring the consent or approval of all the Parties, the unanimous specific
written consent of each Party hereto shall be required before the Corporation
may take any of the following actions:

	
   
	
  7.3.1.
	
  Establish annual operating budgets for the
  Corporation which the Chief Executive Officer of the Corporation shall
  prepare and submit no later than June 30 of each year for the following
  fiscal year;

	
   
	
   
	
   

	
   
	
  7.3.2.
	
  Determine the amount of funds to be allocated to the
  purchase of Masterbatch, Product, or goods and services for Other Agreed Upon
  Technologies;

	
   
	
   
	
   

	
   
	
  7.3.3.
	
  Sell, assign, transfer, exchange or otherwise
  dispose of any assets of the Corporation, other than in the ordinary course
  of business;

	
   
	
   
	
   

	
   
	
  7.3.4.
	
  Mortgage, pledge, encumber or hypothecate any of the
  assets of the Corporation;




18











	
   
	
  7.3.5.
	
  Change the Corporation’s independent chartered or
  certified public accountants after the same have been appointed by the mutual
  consent of the parties;

	
   
	
   
	
   

	
   
	
  7.3.6.
	
  Change or allow a change in the accounting
  procedures employed in maintaining the Corporation’s books of account or in
  preparing financial statements with respect to the operations of the
  Corporation or the Corporation’s Business;

	
   
	
   
	
   

	
   
	
  7.3.7.
	
  Obligate the Corporation as a surety, guarantor or
  accommodation party to any obligation, lend funds belonging to the
  Corporation to any third party, or extend credit to any person, firm or
  entity, on behalf of the Corporation, other than in the ordinary course of
  business;

	
   
	
   
	
   

	
   
	
  7.3.8.
	
  File material litigation against third parties on
  behalf of the Corporation or confess judgment on behalf of the Corporation;

	
   
	
   
	
   

	
   
	
  7.3.9.
	
  Amend the Articles of Association of the
  Corporation;

	
   
	
   
	
   

	
   
	
  7.3.10.
	
  Cause the Corporation to issue any common shares or
  any debt securities or to increase its capitalization;

	
   
	
   
	
   

	
   
	
  7.3.11.
	
  Borrow any money on behalf of the Corporation
  requiring a mortgage or other form of security in favor of the lender, except
  that a security interest in inventory and receivables authorized by the Chief
  Executive Officer of the Corporation in the ordinary course of business shall
  be permissible;

	
   
	
   
	
   

	
   
	
  7.3.12.
	
  Cause the Corporation to merge or consolidate with
  or into any other legal entity or acquire any other legal entity;

	
   
	
   
	
   

	
   
	
  7.3.13.
	
  Cause the Corporation to dissolve or to liquidate;

	
   
	
   
	
   

	
   
	
  7.3.14
	
  Cause the Corporation to engage in any business
  activity which is outside the scope of the Corporation’s Business;




19











	
   
	
  7.3.15.
	
  Form any subsidiary or other legal entity;

	
   
	
   
	
   

	
   
	
  7.3.16.
	
  Cause the Corporation to enter into a transaction or
  business relationship with any of the Parties hereto, other than as may be
  expressly provided for by this Agreement and/or the Ancillary Agreements,
  other than on an arm’s-length basis, and on prices and terms no more
  favorable to the Party than could have been obtained from an independent
  third party;

	
   
	
   
	
   

	
   
	
  7.3.17.
	
  Establish pricing, discount structures, and terms of
  trade for Product or Other Agreed Upon Technologies in the Territory;

	
   
	
   
	
   

	
   
	
  7.3.18.
	
  Sell, license or otherwise convey NTI Intellectual Property
  Rights or NTI and/or NTI ASEAN
  Trade Secrets, or any right thereto deriving from the Shareholders
  Joint Venture Agreement or the Ancillary Agreements, to any third party;

	
   
	
   
	
   

	
   
	
  7.3.19.
	
  Engage or dismiss
  the Chief Executive Officer and other key employees of the Corporation and/or
  fix compensation for such personnel, including bonuses and perquisites; and

	
   
	
   
	
   

	
   
	
  7.3.20.
	
  Acquire fixed assets for and on behalf of the
  Corporation.




7.4.     Special Resolutions.

           Upon reaching unanimous agreement
as to the actions set forth in Article 7.3, hereof, the Parties shall vote
their shares to adopt any special resolutions to implement same as may be
required by the laws of the Republic of Turkey.


20











ARTICLE 8

DEVELOPMENT OF THE CORPORATION’S AGENTS

8.1.     Development of
Corporation’s Agents.

           Depending on the development of
business and within the judgment of the Board of Directors, the Corporation may
engage its own Agents (as hereinafter defined) to assist the Chief Executive
Officer in the performance of his duties and responsibilities, and to implement
actions taken by the Parties in performance of their duties and
responsibilities hereunder and as set forth in the Ancillary Agreements.

8.2.     Implementation
of Corporate Governance Policies Appropriate to the Territory.

           Fibrobeton shall be responsible to
ensure that Corporate Governance Policies appropriate to the Territory,
including but not limited to Human Relations, Compensation, Terms of
Employment, Taxation and Employee Benefits, are implemented and maintained by
the Corporation with respect to all Agents (as hereinafter defined), third
party providers to the Corporation, and other individuals and entities which
now have or which come to have a commercial or financial relationship of any
nature with the Corporation.

21










ARTICLE 9

PAYMENTS TO RELATED PARTIES FOR SERVICES

9.1.     Payments to
Related Parties for Services Performed with Respect to Product in the Ordinary
Course of Business.

           Payments
shall be made to the Parties for services performed in the normal course of
business as the result of cash generated from Net Sales of Product in
accordance with this Agreement and the Ancillary Agreements.  An aggregate amount equal to 30% of Net
Sales of Product shall be paid to Fibrobeton, Atagençer and NTI as follows:


	
   
	
  9.1.1.a

  	
  Fibrobeton
  shall receive 7.5% of Net Sales of Product as its total compensation for
  services to be rendered to the Corporation pursuant to the Management
  Agreement referred to in Article 5 hereof;

	
   
	
   
	
   

	
   
	
  9.1.1.b.
	
  Atagençer shall receive 7.5% of Net Sales of Product
  as its total compensation for services to be rendered to the Corporation
  pursuant to the Sales Representation Agreement referred to in Article 5
  hereof;

	
   
	
   
	
   

	
   
	
  9.1.2.
	
  NTI shall receive
  7.5% of Net Sales of Product as its total compensation pursuant to the
  License Agreement referred to in Article 5 hereof; and

	
   
	
   
	
   

	
   
	
  9.1.3.
	
  NTI shall receive
  7.5% of Net Sales of Product as its total compensation for services to be
  rendered pursuant to the Technical Assistance Agreement referred to in
  Article 5 hereof.  The Corporation
  may, however, elect to draw upon other NTI Affiliates for certain services,
  on a case-by-case basis, upon prior consultation with and receipt of written
  agreement from NTI, and in such event, the costs of such services performed
  by an NTI Affiliate shall be deducted from the 7.5% due NTI pursuant to the
  Technical Assistance Agreement.




9.2.     Payments to Related
Parties for Services Performed with Respect to Other Agreed Upon Technologies
in the Ordinary Course of
           Business.

           Compensation to
the Parties with respect to Other Agreed Upon Technologies shall be determined
on a case-by-case
basis, as specific opportunities to add Other Agreed Upon Technologies to the
scope of the Corporation’s Business may arise. 
It is the intent of the Parties, however, to share joint responsibility
for the proper commercial and technical development of Other Agreed Upon
Technologies in the Territory; and in general, each Party to this Agreement
shall be responsible to perform substantially the same set of functions with respect to Other Agreed Upon Technologies that such
Party does with respect to Product.  It
shall therefore be a general precept of this Agreement that compensation
to the Parties for services rendered with respect to Other Agreed Upon
Technologies shall be equal, as a percentage of Net Sales of Other
Agreed Upon Technologies, to the percentage of Net Sales of Product payable to
each Party, respectively, for Each Party’s services with respect to Product,
reflecting the even contributions of each Party, and shall be allocated within
the format of the Ancillary Agreements.


22











9.3.     Payments to
Related Parties for Services Related to Special Programs for Promotion and
Development.

           After the payments and
distributions referred to in Articles 9.1 and 9.2 have been made to the
Parties, the Parties may determine that additional Special Programs for
Promotion and Development (“Special Programs”) may be necessary, desirable or
appropriate in any given fiscal year to accelerate the pace or redirect the
progression and evolvement of the
Corporation.  In such event, upon prior
unanimous approval by the Parties, additional funds may be allocated by
the Corporation for Special Programs to be conducted by the Parties, which
shall comport joint responsibility in accordance with the percentage
allocations set forth in Article 9.1 and 9.2 hereof.

9.4.     Limitation of
Compensation to Related Parties.

           Except as otherwise provided in
this Agreement and the Ancillary Agreements, all financial transactions between
the Corporation and the Parties other than as set forth in Article 9 hereof
shall be At Cost.


23











ARTICLE 10

COVERAGE OF FINANCIAL

SHORTFALLS BY THE PARTIES

10.1.     Coverage of
Financial Shortfalls by the Parties.

           In the event that there shall be a
shortfall in any given fiscal year, then this shortfall shall be borne by
Fibrobeton, Atagençer
and NTI in proportion to their
respective Shareholdings of the Corporation; but no Party shall have any
obligation to cover shortfalls beyond the point that the equity of the
Corporation shall be exhausted.  The
Parties may, however, in the sole discretion of each, elect to provide
financial support over and above their equity in the Corporation.

24










ARTICLE 11

FINANCIAL BOOKS AND RECORDS – BANKING

11.1.     Fiscal Year.

           The fiscal year of the Corporation
shall commence every year on September 1 and end on August 31 of the next
year.  The books of accounts shall be
closed at the end of each fiscal year, and audited statements shall be prepared
by a recognized firm of chartered or certified public accountants showing the
financial condition of the Corporation and the results of its operations for
such fiscal year.  Copies of the audited
annual statements and unaudited monthly and/or quarterly statements shall be
provided to each of the Parties.

11.2.     Access to Books
and Records.


           The Corporation’s financial books,
records and statements of account shall be kept at the principal place of
business of the Corporation, and each Party shall have the right at all
reasonable times to inspect and copy same.

11.3.     Bank Accounts.

           All of the Corporation’s funds
shall be deposited in its name in such bank account or accounts as shall be designated from time to time by the Board of
Directors.  Withdrawals from such
account or accounts shall be made by checks or other appropriate
instruments signed by the Chief Executive Officer and such other officers or
persons as the Board of Directors shall from time to time duly designate.

25










ARTICLE 12

INSURANCE

12.1.     Independent
Insurance Coverage.

             The Parties shall cause the
Corporation to obtain and to maintain property damage, product liability,
public liability and other liability, casualty, and general insurance for the
Corporation’s Business, as deemed adequate for the proper conduct of the
Corporation’s Business in the Territory. 
In the event that insurance is provided by means of an amendment or
rider to existing insurance maintained by any of the Parties, then the cost
thereof, to the extent that the basic insurance cost of such party is thereby
increased, shall be borne by and paid for by the Corporation.

12.2.     Inclusion of
the Corporation as a Named Insured Under the Insurance Coverage of a Party.

             To the extent possible, each Party
shall include the Corporation as a named insured under its own insurance
coverage:

	
   
	
  12.2.1.
	
  NTI shall
  notify NTI’s product liability insurance carrier that the Corporation will be
  importing Materials and Masterbatch from NTI
  to manufacture and sell Product under the Trademark utilizing NTI and/or NTI
  ASEAN Trade Secrets and NTI Intellectual Property Rights in the
  Territory.  A Summary of NTI Product
  Liability and other insurance coverage as it may be extended by the
  Corporation is attached hereto as Appendix V; and any material change thereto
  shall be reported forthwith to Fibrobeton and Atagençer and

	
   
	
   
	
   

	
   
	
  12.2.2.
	
  Fibrobeton shall notify its insurer of the scope of
  activities and responsibilities it shall carry out for the Corporation, both
  under the Joint Venture Agreement, and under the applicable Ancillary
  Agreements.  A Summary of Fibrobeton’s
  Product Liability and other insurance coverage as it may be extended to the
  Corporation is attached hereto as Appendix VI; and any material change
  thereto shall be reported forthwith to NTI.




26










ARTICLE 13

PROTECTION OF NTI AND/OR
NTI ASEAN TRADE SECRETS

	
  13.1.
	
  Recognition of NTI and/or NTI
  ASEAN Trade Secrets.

	
   
	
   

	
   
	
  Fibrobeton and Atagençer each acknowledge and agree that (i) NTI
  Intellectual Property Rights; (ii) NTI and/or NTI ASEAN
  Trade Secrets; (iii) the Know-How, Materials, Process, Product  and Masterbatch and (iv) other information
  deemed confidential by NTI and NTI
  ASEAN and designated herein and hereafter relating to the business of
  NTI and/or NTI ASEAN, of the Corporation, and of NTI and/or NTI ASEAN Affiliates, both in the
  Territory and elsewhere, including but not limited to applications of NTI
  Intellectual Property Rights, cost and cost accounting data, customer
  lists, competition, marketing strategy, supply relationships, memoranda,
  diagrams, pictures, computer software and programs as well as records
  contained therein, sales information, financial information, pricing data and
  margins, are also included within the definition of NTI and/or NTI ASEAN Trade Secrets set forth in
  Article 1.20 hereof and constitute valuable property rights of NTI, NTI ASEAN and NTI and/or NTI ASEAN Affiliates.

	
   
	
   

	
  13.2.
	
  Protection
  of NTI and/or NTI ASEAN Trade
  Secrets.

	
   
	
   

	
   
	
  Fibrobeton and Atagençer
  each agree that
  during the term of this Agreement, as well as following its termination and
  for all times thereafter, they each shall
  keep secret and confidential all NTI and/or NTI
  ASEAN Trade Secrets which they or either of them now knows or may
  hereafter come to know as a result of the Shareholders Joint Venture
  Agreement and the Ancillary Agreements. 
  NTI and/or NTI ASEAN Trade Secrets shall not be disclosed by
  Fibrobeton or Atagençer 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 Fibrobeton and/or Atagençer, or (ii) to the extent that the
  disclosure thereof may be required pursuant to the order of any court or
  other governmental body.  If an NTI
  and/or NTI ASEAN Trade Secret
  shall be in the public domain as the result
  of an act by Fibrobeton and/or Atagençer or any Agent thereof (as hereinafter
  defined), then Fibrobeton and/or Atagençer shall nevertheless continue to keep such NTI and/or NTI ASEAN Trade Secret secret and
  inviolate.




27











	
  13.3.
	
  Protection
  of NTI and/or NTI ASEAN Trade
  Secrets by Agents of Fibrobeton and Atagençer.




            Neither
Fibrobeton nor Atagençer, nor their respective Agents (as hereinafter defined), shall at
any time copy, remove from their proper location - be it within the Corporation
or elsewhere - or retain without NTI or NTI
ASEAN’s prior written consent, the originals or copies of any NTI and/or
NTI ASEAN Trade Secrets or of any
of the unpublished records, books of account, documents, letters, diagrams,
computer disks, papers or memoranda of NTI and/or NTI ASEAN or the Corporation.

	
   
	
  13.3.1.
	
  Insofar as the officers, employees and consultants
  of Fibrobeton, Atagençer and/or the Corporation, (herein collectively
  "Agents") who come in contact with NTI and/or NTI ASEAN Trade Secrets are
  concerned, Fibrobeton and Atagençer shall cause each of its respective Agents
  to enter into NTI and/or NTI ASEAN
  Trade Secrecy Agreements substantially in the form of Appendix VII to this
  Agreement.  Fibrobeton and Atagençer
  shall each exert their best efforts to cause their respective Agents to
  adhere to and to abide by the provisions, restrictions and limitations of the NTI and/or NTI ASEAN Trade Secrecy Agreements,
  which efforts shall include the institution and prosecution of
  appropriate litigation if such be necessary and desirable.

	
   
	
   
	
   

	
   
	
  13.3.2.
	
  The Parties hereby agree and acknowledge that both
  NTI and NTI ASEAN are intended
  third party beneficiaries of the NTI and/or NTI
  ASEAN Trade Secrecy Agreements, and that NTI and/or NTI ASEAN may in the sole discretion
  of each, on their own behalf or derivatively and/or on behalf of the
  Corporation, directly enforce the provisions of the NTI and/or NTI ASEAN Trade Secrecy Agreements
  and/or any breach thereof against any and all Agents (as defined in Article
  13.3.1. hereof) and/or Submanufacturers (as defined in Article 7.3.1(i) of
  the License Agreement and Article 7.3.1(i) of the Technical Assistance
  Agreement) who have executed same.




28










13.4.     Remedies in the
Event of a Violation of Article 13 Hereof.


             It is
understood and recognized by Fibrobeton and Atagençer each that in the
event of any violation by either Fibrobeton or Atagençer or their
respective Agents of the
provisions of Article 13 hereof, NTI and/or NTI
ASEAN’s remedy at law will be inadequate and NTI and/or NTI ASEAN will suffer irreparable
injury.  Accordingly, Fibrobeton and Atagençer
each consent to injunctive
and other appropriate equitable relief upon the institution of legal
proceedings therefor by NTI and/or NTI
ASEAN and in any court of competent jurisdiction to protect NTI and/or NTI ASEAN Trade Secrets.  Such relief shall be in addition to any
other relief to which NTI and/or NTI
ASEAN may be entitled at law or in equity, which shall include but not
be limited to the right of immediate termination of this Agreement in respect
of either Fibrobeton or Atagençer, or both, in the event of a violation
of the provisions of Article 13 hereof.

29










ARTICLE 14

PROTECTION OF FIBROBETON AND/OR ATAGENÇER TRADE SECRETS

14.1.     Identification
of Fibrobeton and/or Atagençer
Trade Secrets.

             The Parties
acknowledge that it is not intended that Fibrobeton or Atagençer impart their technology or trade secrets to the Corporation or,
through the Corporation, to NTI.  The Parties recognize, however, that Fibrobeton and/or Atagençer may impart
information to the Corporation to further the Corporation’s Business, which Fibrobeton and/or Atagençer consider to be proprietary in
nature and thus wishes to be kept confidential, and that such “Fibrobeton Trade
Secrets” and/or “Atagençer Trade Secrets” may come to be imparted to NTI
through the Corporation.  In
order for such information to be considered under the category of Fibrobeton
Trade Secrets or Atagençer Trade Secrets, Fibrobeton and/or Atagençer must alert the Corporation and NTI
to the fact that either of them intends to impart information either
considers proprietary to the Corporation, in writing, in advance of imparting
such information, and clearly identify such information as a Fibrobeton Trade
Secret or an Atagençer Trade Secret.

14.2.     Protection of
Fibrobeton and/or Atagençer
Trade Secrets.


             NTI agrees that during the term of this
Agreement, as well as following its termination and for all times thereafter,
it shall keep secret and confidential all Fibrobeton Trade Secrets and/or Atagençer Trade Secrets which it now knows
or may hereafter come to know as a result of
this Shareholders Joint Venture Agreement and the Ancillary Agreements.  Neither Fibrobeton Trade Secrets nor Atagençer Trade Secrets shall be disclosed
by NTI 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 NTI, or (ii) to the extent that the
disclosure thereof may be required pursuant to the order of any court or other
governmental body.  If a Fibrobeton
Trade Secret or an Atagençer
Trade Secret shall be in the public domain as the result of an act by NTI
or any Agent thereof, then NTI shall
nevertheless continue to keep such Fibrobeton Trade Secrets and/or Atagençer Trade Secrets secret and
inviolate.


30











14.3.     Protection of
Fibrobeton Trade Secrets and Atagençer
Trade Secrets by Agents of NTI .

             Neither NTI, nor its Agents (as hereinafter
defined), shall at any time copy, remove from their proper location - be it within the
Corporation or elsewhere - or retain without Fibrobeton’s prior written
consent, the originals or copies of any
Fibrobeton Trade Secrets. Equally, neither NTI,
nor its Agents (as hereinafter defined), shall at any time copy, remove from
their proper location - be it within the Corporation or elsewhere - or
retain without Atagençer’s
prior written consent, the originals or
copies of any Atagençer Trade Secrets.

	
   
	
  14.3.1.
	
  Insofar as the officers, employees and consultants
  of NTI (herein collectively
  “Agents”) who come in contact with Fibrobeton Trade Secrets and/or Atagençer
  Trade Secrets are concerned, NTI shall
  cause such Agents to enter into Fibrobeton Trade Secrecy Agreements
  respectively Atagençer Trade Secrecy Agreements substantially in the form of
  Appendix VIII to this Agreement.  NTI shall exert its best efforts to
  cause its Agents to adhere to and to abide by the provisions, restrictions
  and limitations of the Fibrobeton Trade Secrecy Agreements and the Atagençer
  Trade Secrecy Agreements, which efforts shall include the institution and
  prosecution of appropriate litigation against such Agents if such be
  necessary and desirable.

	
   
	
   
	
   

	
   
	
  14.3.2.
	
  The Parties hereby agree and acknowledge that
  Fibrobeton and/or Atagençer are each intended third party beneficiaries of
  their respective Fibrobeton Trade Secrecy Agreements and/or Atagençer Trade
  Secrecy Agreements, and that Fibrobeton and/or Atagençer may in their
  respective sole discretion, on their own behalf or derivatively and/or on
  behalf of the Corporation directly enforce the provisions of the Fibrobeton
  Trade Secrecy Agreements and/or the Atagençer Trade Secrecy Agreements and/or
  any breach thereof against any and all Agents of NTI (as defined in Article 14.3.1 hereof) who have executed
  same.




31










14.4.     Remedies in the
Event of a Violation of Article 14 Hereof.


             It is understood and recognized by NTI that in the event of any violation
by NTI and/or its Agents of the provisions of Article 14 hereof,
Fibrobeton’s respectively Atagençer’s remedy at law will be inadequate and
Fibrobeton respectively Atagençer will suffer irreparable injury. 
Accordingly, NTI consents
to injunctive and other appropriate equitable relief upon the institution of
legal proceedings against NTI for a violation by NTI directly of the provisions
of this Article 14 therefor by Fibrobeton respectively Atagençer in any court of competent
jurisdiction to protect Fibrobeton Trade Secrets and/or Atagençer Trade
Secrets.  Such relief shall be in addition to any
other relief to which Fibrobeton and/or Atagençer may be entitled at law or in equity, which shall include but not
be limited to the right of immediate termination of this Agreement.

32










ARTICLE 15

COVENANT TO OBSERVE THE

DOCTRINE OF “CORPORATE OPPORTUNITY”

15.1.     Doctrine of
Corporate Opportunity and Observance Thereof.

             It is the intent of the Parties to
this Shareholders Joint Venture Agreement and to the Ancillary Agreements to
deal solely with each other with respect to the commercial, technical and
strategic development and implementation of the Corporation’s Business in the
Territory.  Consequently, the Parties to
each agreement cited above hereby renounce and covenant not to engage in any
activity which would either (a) negatively impact the performance of their
duties under this Shareholders Joint Venture Agreement or the Ancillary
Agreements in the Territory, or (b) have the effect of displacing or
substituting Net Sales of Product and/or Other Agreed Upon Technologies and/or
the application of NTI Intellectual Property Rights in the Territory
(“Corporate Opportunity”).

15.2.     Agreement Not
to Divert Resources.


             Fibrobeton, Atagençer and NTI each 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, a business which would impede, substitute, displace or divert Net
Sales of Product and/or of Other Agreed Upon Technologies from the Corporation
within the Territory.  During said term
no Party hereto shall in any way, directly or indirectly, divert, take away or
interfere with or attempt to divert, take away or interfere with, any of the
customers, accounts, suppliers, employees, representatives or patronage of the
Corporation.  In the event that this
Agreement is terminated: (i) because of a material Breach of this Shareholders
Joint Venture Agreement by a Party; (ii) because of a material Breach of any
Ancillary Agreement by a Party; (iii) upon the bankruptcy or other adverse
condition of a Party as described in Article
17 hereof; (iv) pursuant to Article 18 hereof; or (v) upon a Breach of
Articles 13, 14 or 15 hereof, then the Party in Breach or subject
to such adverse condition shall continue to be bound by the provisions of Articles 13, 14 and 15 of this Shareholders Joint
Venture Agreement for a period of three years following the date of
termination, but neither Fibrobeton nor Atagençer shall at any
time be permitted to use NTI and/or NTI ASEAN Trade Secrets, and NTI and/or NTI ASEAN shall at no
time be permitted to use Fibrobeton Trade Secrets, as the case may be, for any
activity outside the Corporation,
including but not limited to such activities which would have the effect
of diverting resources from the Corporation.

33










15.3.     Remedies for
Breach of Agreement Not to Divert Resources.

             It is understood and recognized by
the Parties that in the event of a violation of the provisions of Article 15
hereof by a Party, the remedy at law will be inadequate and that the other
Party or Parties to this Shareholders Joint Venture Agreement shall suffer
irreparable injury.  Accordingly, each
Party to this Agreement consents to injunctive or other appropriate equitable
relief upon the institution of legal proceedings therefor by the non-violating
Party or Parties.  Such relief shall be
in addition to any other relief to which a Party may be entitled at law or in
equity, which shall include but not be limited to the right of immediate
termination of this Agreement.

34











ARTICLE 16

GRANT OF RIGHT AND LICENSE BY FIBROBETON AND
ATAGENÇER TO NTI


CONCERNING IMPROVEMENTS FIBROBETON AND/OR ATAGENÇER
 MAY ACQUIRE TO 

NTI INTELLECTUAL PROPERTY RIGHTS

16.1.     Disclosure to
NTI of Improvements to NTI Intellectual Property Rights by Fibrobeton and Atagençer each.

             Fibrobeton and Atagençer
each agree to disclose
promptly to NTI any improvements
in or from the Territory or modifications to NTI Intellectual Property Rights
of whatever nature or description, which come to be learned by either
Fibrobeton or Atagençer
or which are made by or through their respective efforts in the Territory or
arising from the Territory, without any obligation by NTI to make payment
therefor.

16.2.     Grant of Right
and License to NTI.

             Fibrobeton and/or Atagençer hereby grant to NTI an exclusive,
worldwide and fully paid-up right and license under any intellectual property
rights, trade secrets and know-how owned, controlled, acquired or which may
otherwise be transferred or granted to Fibrobeton and/or Atagençer in, from or through their
operations in the Territory during the term of this Agreement to make, have
made, use, sell or otherwise dispose of products incorporating any or all
improvements in and modifications to NTI Intellectual Property Rights together
with the Know-How, Materials, Process, Product and/or Masterbatch and/or to
sublicense third parties to do the same.

16.3.     Obligations of
Fibrobeton and/or Atagençer
Concerning the Filing of New Patents.

             Fibrobeton and Atagençer
each agree that at NTI’s
request and at NTI’s cost either of them will promptly file and diligently
prosecute applications for letters patent in NTI’s name on any and all
patentable improvements to NTI Intellectual Property Rights coming into their
respective purview in or from the Territory. Fibrobeton and Atagençer
each further agree, upon
NTI’s request and at NTI’s cost, that either of them will promptly file and
diligently prosecute corresponding patent applications in NTI’s name in such
other countries as are designated by NTI.

35











16.4.     Review of
Potentially Infringing Technology.

             In the event that Fibrobeton and/or
Atagençer shall learn
of any technology, processes or patents developed or owned by third parties in the Territory which may infringe
or otherwise be in conflict with NTI Intellectual Property Rights, then
Fibrobeton and/or Atagençer, as the case may be, shall forthwith provide NTI with
whatever information either of them may have with respect thereto.  NTI will then consult with Fibrobeton and Atagençer as to:

	
   
	
  16.4.1.
	
  Taking appropriate legal action against such third
  party for infringement of NTI Intellectual Property Rights together with NTI
  and/or NTI ASEAN Trade Secrets;
  and/or

	
   
	
   
	
   

	
   
	
  16.4.2.
	
  Purchasing, licensing or otherwise acquiring rights
  to such technology, processes or patents of such third parties, in which
  event such rights as are acquired shall be extended to NTI pursuant to
  Article 16.2 hereof.  Based upon their joint decision, each
  Party shall exert its best efforts to carry out whatever the Parties
  have determined to be in their mutual best interest.




36










ARTICLE 17

TERM OF AGREEMENT

17.1.     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.

17.2.     Termination.

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

	
   
	
  17.2.1.
	
  Terminated by either Party in accordance with the
  provisions of Articles 13, 14 and/or 15 hereof;

	
   
	
   
	
   

	
   
	
  17.2.2.
	
  Terminated in accordance with Article 17.3 and/or
  Article 17.4 hereof;

	
   
	
   
	
   

	
   
	
  17.2.3.
	
  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 18 hereof; or

	
   
	
   
	
   

	
   
	
  17.2.4.
	
  Terminated automatically, in conjunction with the
  termination of any of the Ancillary Agreements by a Party thereto by reason of a material Breach (as therein defined)
  or Default (as therein defined) of any such Ancillary 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.




17.3.     Termination Upon Change of Control of a Party.

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


37











17.4.     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:

	
   
	
  17.4.1
	
  .Payments due under this Agreement for past
  obligations are rendered in full by the Party subject to such proceedings;

	
   
	
   
	
   

	
   
	
  17.4.2
	
  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

	
   
	
   
	
   

	
   
	
  17.4.3.
	
  All other provisions of this Agreement are complied
  with fully by the Party subject to such proceedings.




17.5.     Payment of Amounts Due.

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


38











17.6.     Cooperation
Upon Termination.

             Upon termination of this Agreement,
Fibrobeton and Atagençer
shall cooperate with NTI in transferring NTI Intellectual Property Rights,
together with NTI and/or NTI ASEAN
Trade Secrets, to NTI, or its designated
assignee; NTI and Atagençer shall cooperate with Fibrobeton in
transferring Fibrobeton Trade Secrets
to Fibrobeton or its designated assignee; and NTI and Fibrobeton shall
cooperate with Atagençer in transferring Atagençer Trade Secrets to
Atagençer or its designated assignee.

17.7.     Non-Release of
Obligations.

             The termination of this Agreement
shall not release the Parties from their obligations to settle all financial
accounts between themselves in cash forthwith. 
Notwithstanding the termination hereof, each Party shall be responsible
for the performance of all of its obligations and responsibilities hereunder up
to the effective date of termination. 
As provided in Articles 13 and 14, upon termination of this Agreement,
NTI Intellectual Property Rights, together with NTI and/or NTI ASEAN Trade Secrets, Fibrobeton
Trade Secrets and Atagençer Trade Secrets shall continue to be kept secret and confidential by each other
Party hereto.

17.8.     Cessation of Rights
Upon Termination.

             Upon the termination of this
Agreement for reason of Default or Breach of this Agreement or of an Ancillary
Agreement, all rights which the Party in Default (“Defaulting Party”) may have
had under or pursuant to this Agreement (except with respect to Article 13, 14
and 15 hereof) shall forthwith cease and
terminate.  If a dispute as to whether a
Default or Breach exists is submitted to Arbitration under Article 19 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.

39











17.9.     Liquidation of
the Corporation and Wind-up of the Corporation’s Business Upon Termination.

             Upon termination of this Agreement:

	
   
	
  17.9.1.
	
  The Corporation shall be
  liquidated forthwith; and, following payment of all known just obligations of
  the Corporation, and establishment of a reasonable reserve to pay such just
  obligations of the Corporation as are unknown at the time of liquidation of
  the Corporation, the remaining assets shall be divided in accordance with
  their shares between the Parties pursuant to an independent valuation thereof
  by the outside auditors of the Corporation or, in the event Arbitration has
  been invoked in accordance with Article 19 hereof, by the arbitration
  panel.  Notwithstanding the foregoing:

	
   
	
   
	
   

	
   
	
   
	
  (i)
       Fibrobeton
  Trade Secrets, as defined in Article 14 hereof, shall not constitute an asset
  of the Corporation upon termination of this Agreement, but rather shall
  revert to Fibrobeton in accordance with Article  17.6. hereof;

	
   
	
   
	
   

	
   
	
   
	
  (ii)     Atagençer Trade
  Secrets, as defined in Article 14 hereof, shall not constitute an asset of
  the Corporation upon termination of this Agreement, but rather shall revert
  to Atagençer in
  accordance with Article  17.6. hereof; and

	
   
	
   
	
   

	
   
	
   
	
  (iii)     NTI
  Intellectual Property Rights, together with NTI and/or NTI ASEAN Trade Secrets, as defined in
  Article 13 hereof, shall not constitute an asset of the Corporation upon
  termination of this Agreement, but rather shall revert to NTI and/or NTI ASEAN in accordance with Article
  17.6. hereof.




40











	
   
	
  17.9.2.
	
  The Corporation’s Business shall be wound up forthwith;
  and no further orders shall be accepted by the Corporation for Product or for
  Other Agreed Upon Technologies, provided that orders for Product
  and/or Other Agreed Upon Technologies which were received by the Corporation
  prior to termination of this Agreement shall be filled by the Corporation
  either out of its own existing inventory and/or its own manufacturing
  capabilities, or through imports from NTI or an NTI or NTI ASEAN Affiliate, as appropriate.




41










ARTICLE 18

DEFAULT

18.1.     Event of Default.

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

	
   
	
  18.1.1
	
  .Non-payment of funds by one Party to another Party
  when due and owing; and/or

	
   
	
   
	
   

	
   
	
  18.1.2.
	
  A material Breach (“Breach”) of any provision of
  this Shareholders Joint Venture Agreement other than Articles 13, 14 and/or
  15 hereof, or any of the Ancillary Agreements; and/or

	
   
	
   
	
   

	
   
	
  18.1.3
	
  A Breach of Articles 13, 14 and/or 15 hereof.




18.2.     Remedies Upon Default or Breach.

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


	
   
	
  18.2.1.

  	
  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 or any of the Ancillary
  Agreements 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 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  its other rights at law or in
  equity based upon the other Party’s Breach or Default.   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.




42











	
   
	
  18.2.2.
	
  Notwithstanding the foregoing, in the event of a
  violation of Articles 13, 14 and/or 15 hereof by a Party hereto, the other
  Party may at its sole discretion terminate this Agreement with immediate
  effect upon giving notice to the Party in Default or Breach of Article 13, 14
  and/or 15 hereof as provided herein.




18.3.     Non-Waiver of Rights.

             A Party’s failure to terminate this
Agreement on account of any Breach or Default by the other Party as provided in
Article 18.1 or 18.2 hereof shall in no event constitute or be deemed to
constitute a waiver by such Party of its right to terminate this Agreement at
any time while any such Breach or Default continues (subject to the provisions
of Article 18.2 hereof), or on account of any subsequent Breach or Default by a
Party.


43











ARTICLE 19

DISPUTE RESOLUTION

19.1.     Dispute
Resolution by Arbitration.

             Any and all disputes; except as
excluded under Article 19.2 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 Corporation, 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:

	
   
	
  19.1.1.
	
  A dispute as to whether a Default exists;

	
   
	
   
	
   

	
   
	
  19.1.2
	
  A dispute as to whether a Default entitles the
  non-defaulting Party to terminate this Agreement;

	
   
	
   
	
   

	
   
	
  19.1.3.
	
  A dispute as to the validity of this Article 19;

	
   
	
   
	
   

	
   
	
  19.1.4.
	
  A dispute relating to the construction, meaning,
  interpretation, application or effect of this Agreement or anything contained
  herein;

	
   
	
   
	
   

	
   
	
  19.1.5
	
  A dispute as to the rights, obligations or
  liabilities of the Parties hereunder.




19.2.     Disputes Not Subject to Arbitration.

             Notwithstanding anything to the
contrary set forth in this Agreement, Arbitration may not be invoked if
a Party violates the provisions of this Agreement relating to NTI Intellectual
Property Rights, NTI and/or NTI ASEAN
Trade Secrets, Fibrobeton
Trade Secrets or Corporate Opportunity. 
In such event, the remedies set forth in Articles 13, 14, 15 and/or 18
hereof shall apply.


44











19.3.     Conduct of
Arbitration Proceedings.

             Such
arbitration proceedings shall be conducted in English and shall be carried on
in the City of Bruxelles 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
Republic of Turkey 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.

19.4.     Designation of
the “Prevailing Party”.

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

19.5.     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.

45











ARTICLE 20

PROSCRIPTION OF AUTHORITY

OF THE PARTIES TO BIND EACH OTHER

             Nothing contained in this Agreement
shall be construed to constitute the Parties as agents for one another or to
render any Party liable for any debts, liabilities or obligations of the other
(“Indebtedness”).  It is understood that
such Indebtedness, if incurred, is outside the scope of this Agreement and the
Ancillary Agreements.  No Party shall
have the authority to extend or to utilize the credit of the other, to extend
credit in the other Party’s name, or to represent that it is authorized to do
so without the express written consent of the other.  In the event that a creditor of a Party shall assert a claim
against that Party based on such Indebtedness, then the Party who in fact is obligated
thereon shall indemnify and hold the other Party harmless from and against any
losses, claims or liabilities by reason thereof.

46










ARTICLE 21

RECIPROCAL INDEMNIFICATION

             Each Party shall indemnify and hold
the other and the Corporation harmless from and against any and all claims, demands, actions, rights of action,
damages, costs and expenses which shall or may arise by virtue of anything done
or omitted to be done by the indemnifying Party (or through or by its Agents)
in breach of the terms of this Agreement. 
The indemnifying Party shall be notified promptly of the existence of
the claims, demands, actions or rights of action and shall be given reasonable
opportunity to defend same in which defense the Party to be indemnified shall cooperate.  If the indemnifying Party fails forthwith
upon notice to assume such defense, then the Party to be indemnified may
proceed with the defense thereof including settlement, in which case the
indemnifying Party shall bear the costs of defense including attorneys’ fees
and shall pay the amount of any judgment or settlement.

47











ARTICLE 22

TRANSFER OF SHARES

22.1.     Restrictions on
Transfer of Shares.

             Following the
initial issuance of Shares of the Corporation pursuant to Article 4 hereof, no
Shareholder shall Transfer
any Shares or any right, title or interest herein owned or held by it except
and only in strict accordance with the terms and subject to the restrictions,
rights, obligations and options hereinafter set forth.  Neither the Corporation, nor Fibrobeton nor Atagençer
nor NTI shall be under any obligation to recognize as holder of
Shares, or Transferee of any of a Shareholder’s Shares which were transferred
to such Transferee, other than in strict compliance with the terms and
provisions of this Agreement and, unless so complied with, any such Transferee
of such Shares shall have no rights as a Shareholder of the Corporation with
respect of such Shares.

22.2.     Right of First
Refusal to Acquire Shares.

             Any Shareholder receiving a bona
fide offer (“Offer”) for the purchase of its Shares, and who wishes to Transfer
such Shares to a proposed Transferee in accordance with such Offer shall, prior
to making any Transfer of Shares, give written notice (hereinafter called
“Notice”) thereof to the Corporation and to the other Shareholders.  Such Notice shall enclose a copy of the
offer and shall set forth the name and address of the proposed Transferee, the
selling price, the terms of payment, and all other significant terms and
conditions relating thereto.  The
proposed Transferor of  Shares shall
furnish to the Corporation and to the other Shareholders such additional
information concerning the prospective
Transfer of Shares and/or Transferee as any of them may reasonably request.  In order that the other Shareholders
may be better able to determine the compatibility of the proposed Transferee as
a Shareholder of the Corporation, the proposed Transferor of Shares shall
arrange for the other Shareholders, if so requested, to be introduced to the
proposed Transferee and to have discussions with same.  For a period of forty-five (45) days
following the receipt of said Notice of Offer, the other Shareholders shall
have the right of first refusal to purchase any or all of the Shares specified
in the Notice at the terms set forth therein, in proportion to their
shareholdings at the time such Notice of Offer is issued.

48











22.3.     Exercise of
Right to Acquire Shares.

             The foregoing right of first
refusal shall be exercisable by written notice to the prospective
Transferor  of Shares within the forty
five (45) day period aforesaid and the exercise of said right shall be
effective upon receipt of the written notice by said Transferor of Shares.  If the right of first refusal is exercised,
the purchase and sale shall be closed at the offices of the Corporation or at
such other place as agreed within ten (10) days after the expiration of the
period for exercise thereof on the terms and conditions set forth in the Notice
of Offer.  The Transferor of Shares at
the time of sale shall represent and warrant that upon any Transfer of Shares,
whether to the proposed Transferee or to an
existing Shareholder or Shareholders, such Transferee or existing
Shareholder(s) shall be the sole owner of such Shares free and clear of
any and all liens, encumbrances, equities or restrictions of any nature
whatsoever, except that any future Shareholder(s) shall also become subject to
the provisions of this Agreement.

22.4.     Sale of Shares
to a Third Party.

             If the other
Shareholders do not accept the offer of the Shares made as hereinabove required
within the time period
hereinabove provided, in writing, the Transferor of Shares may then for a
period of sixty (60) days following the expiration of such time period transfer
all of the Shares specified in the Notice in accordance with the terms and conditions therein set forth; provided
that the Transferee shall have joined in this Agreement by instrument in
form and substance satisfactory to the remaining Shareholders and shall
thereupon be bound as a Shareholder. 
The Parties agree that if Shares are to be sold to a third party in
accordance with the provisions of this Article 22.4, they shall call a
meeting of the Shareholders of the Corporation and at such meeting shall
approve the sale to such third party upon the terms herein provided.

22.5.     Shares
Transferred to a Third Party Subject to Restrictions.


             Shares
transferred to a third party and Shares not so transferred within the sixty
(60) day period referred to in
Article 22.4 hereof shall again be subject to all of the terms, conditions and
restrictions of this Agreement.  Unless
the other Shareholders shall so agree in writing, Shares may not be transferred
to the third party if the terms and conditions under which the Transferor of
Shares intends to consummate the Transfer of Shares differ in any material way
from the terms and conditions set forth in the Notice.

49










22.6.     Attempted
Transfer of Shares in Violation of this Agreement.

             In the event of
any act of Transfer of Shares in violation of the terms of this Agreement, the
Corporation shall continue
to recognize only the Shareholder of record as the bona fide owner of such
Shares and as having any rights therein and the purported Transferee of such
Shares shall not be entitled to vote such Shares, receive any dividends or
other distribution in respect thereof or exercise any other rights in relation
thereto.  Moreover, the non-transferring
Shareholders shall have the right to vote the Shares of the purported
Transferor of Shares in proportion to their respective shareholdings until such
time as the purported Transfer of Shares has been rescinded.  This Article 22.6 shall not be construed as
limiting any remedy which any Shareholder may have under law upon any Transfer
of Shares subject to this Agreement which is attempted in violation of this
Agreement.

22.7.     Permitted
Transfer of Shares.

             Notwithstanding anything to the
contrary contained in this Agreement, any Shareholder shall have the right,
without regard to or compliance with any of the provisions of Article 22
hereof, to transfer any Shares owned by it to any corporation or entity which
controls, is controlled by, or is under common control with such Shareholder without first obtaining the consent to such
Transfer of Shares by the other Shareholder. 
Upon such Transfer of Shares the Transferee shall join in this Agreement
and be bound as a Shareholder to all of the provisions hereof.  Any Transfer of Shares permitted by this
Article 22.7 shall also be subject to the provisions of Article 23.1 hereof,
and shall only be made in accordance with the laws of the Republic of
Turkey.

50











22.8.     Pledge of
Shares Subject to this Agreement.

             Any pledge of Shares by a
Shareholder for any of its obligations shall be subject to the provisions of
this Agreement.

51










ARTICLE 23

GENERAL PROVISIONS

23.1.      Benefit of
Parties.

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

23.2.     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.

23.3.     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 the Shareholders Joint Venture Agreement and of the Ancillary Agreements and
to carry out the true intent and purposes thereof.

52










23.4.     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.

23.5.     Waiver of
Compliance.

             The Party for whose benefit a
warranty, representation, covenant or condition is intended may in writing
waive any inaccuracies in the warranties and representations contained in this
Agreement or waive compliance with any of the covenants or conditions contained
herein and so waive performance of any of the obligations of the other Party hereto, and any Breach or 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.

53











23.6.     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 the other Parties 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 Party invoking “Force Majeure”, provided that the force
majeure event continues to be in effect as of the date that such notice is
given.

23.7.     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
  Fibrobeton, to:
	
  Fibrobeton
  Precast Concrete Ltd.

	
   
	
   

	
   
	
  Attention:  Dundar Yetisener

	
   
	
   

	
   
	
  Elemanari Sanaye
  Insaat

	
   
	
   

	
   
	
  ve Tic. Ltd.
  Sti, Karanfil Cad. 27

	
   
	
   

	
   
	
  80620 1. Levent

	
   
	
   

	
   
	
  Istanbul

	
   
	
   

	
   
	
  Turkey




54










	
  If to Atagençer, to:

  	
  Atagençer, LLC

	
   

  	
   

	
   
	
  Attention Dr. Mehmet Gençer

	
   
	
  10988 Tanager Trail

	
   
	
  Brecksville, OH 
  44141

	
   
	
  Tel: 440-838-4543

	
   
	
  Fax: 440-838-4584

	
   
	
   

	
  If to NTI, to:
	
  Northern
  Technologies International Corporation

	
   
	
  Attention:  President

	
   
	
  6680 North
  Highway 49

	
   
	
  Lino Lakes, MN  55014

	
   
	
  Telefax:  1-651-784-2902

	
   
	
   

	
  Copy to:
	
  Northern
  Technologies International Corporation

	
   
	
  Attention:  Chairman

	
   
	
  23205 Mercantile
  Road

	
   
	
  Beachwood,
  OH  44122

	
   
	
  Telefax:  1-216-595-1741




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

23.8.     Entire Agreement.


             This Shareholders Joint Venture
Agreement and the 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 Shareholders Joint Venture Agreement and the Ancillary Agreements, and
the same supersede all prior agreements and understandings between the Parties
with respect to the relationships and transactions contemplated by this
Shareholders Joint Venture Agreement. It is the intent of the Parties to
develop the relationship established hereunder, however, and to amend and supplement
this Shareholders Joint Venture Agreement so as to provide for expansion both
of Net Sales of Product and of the scope of the Corporation’s Business with
Other Agreed Upon Technologies.  Any
amendment or supplement to this Shareholders Joint Venture Agreement and the
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 each of the Parties to
constitute valid Supplemental Documents for purposes hereof.

55










23.9.     Validity of
Provisions.

             Should any part of this Agreement
or the 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 or any 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.

23.10.     Governmental
Filings.


             Fibrobeton 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. In
addition, Fibrobeton shall secure the services of a Turkish Intellectual
Property Rights Attorney to file an application in Turkey to protect the
Trademarks owned by NTI, in the name of NTI, in the Territory. NTI shall provide whatever information and
documentation reasonably required of and available to it in connection with the
preparation and filing of such reports.

56










23.11.     Payments.

             Any payment to be made to NTI or Atagençer, or Fibrobeton 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 Atagençer , Fibrobeton or NTI, as the case may be. Atagençer, Fibrobeton and NTI shall each have the right to
specify in writing any bank account to which payments due them (respectively)
shall be made.

23.12.     Derivative
Enforcement by NTI.

             In the event of a Material Breach
or Default of this Agreement or any of the Ancillary Agreements by Fibrobeton
and/or Atagençer and/or their respective Agents, NTI may, derivatively for
and on behalf of the Corporation enforce the terms thereof against Fibrobeton, Atagençer and/or their
respective Agents.  In the event of
derivative enforcement hereunder, the matter shall be adjudicated in accordance with the provisions of Article 19
hereof.

23.13.     Derivative
Enforcement by Fibrobeton and/or Atagençer.


             In the event of a Material Breach
or Default of this Agreement or any of the Ancillary Agreements by NTI and/or its Agents, Fibrobeton
and/or Atagençer may,
derivatively for and on behalf of the Corporation, enforce the terms of this
Agreement or any of the Ancillary Agreements against NTI and/or its Agents. 
In the event of derivative enforcement hereunder, the matter shall be
adjudicated in accordance with the provisions of Article 19 hereof.


23.14.     Publicity.


             Any publicity
with respect to this Agreement prior to the formation of the Corporation shall
be under the joint control
of both Parties.  After the formation of
the Corporation, publicity shall be under the control of the Corporation as
determined by the Board of Directors of the Corporation.

57








23.15.     Ratification by the Corporation of
  the Shareholders Joint Venture Agreement and the Ancillary Agreements.


             The Parties shall cause the
Corporation to expressly ratify, assume, approve, and adopt this Shareholders
Joint Venture Agreement and to enter into the Ancillary Agreements as of the
Effective Date so that the same, to the extent applicable to the Corporation,
shall be binding upon it.

23.16.     Brokers.

               The Parties acknowledge that all
negotiations relative to this Shareholders Joint Venture Agreement and the
Ancillary Agreements and the transactions contemplated hereunder have been
carried on by them directly, without intervention of any other person retained
by either of them so as to give rise to any valid claim against any of the
Parties hereto or the Corporation for a brokerage commission, finder`s fee or
any similar payment.

58











               IN WITNESS WHEREOF, the Parties
have executed this Shareholders Joint Venture Agreement as of the day and year
first above written.

 

	
  FIBROBETON PRECAST
CONCRETE LTD.
	
  NORTHERN TECHNOLOGIES

  INTERNATIONAL CORPORATION

	
   
	
   

	
   
	
   

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

	
   
	
  



  	
   
	
   
	
  



  	
   

	
   
	
   

	
  ATAGENÇER,
  LLC
	
   

	
   
	
   

	
   
	
   

	
  By  /s/ Dr. Mehmet A.
  Gencer
	
   

	
   
	
  



  	
   
	
   




59