SALES REPRESENTATION
AGREEMENT


BY AND
BETWEEN


FIBRO-NTI, JOINT STOCK COMPANY


AND


ATAGENÇER, LLC


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.
  	
   
  	
  4
  
	
   
  	
  1.13.
  	
   
  	
  Know-How.
  	
   
  	
  5
  
	
   
  	
  1.14.
  	
   
  	
  Materials.
  	
   
  	
  5
  
	
   
  	
  1.15.
  	
   
  	
  Process.
  	
   
  	
  5
  
	
   
  	
  1.16.
  	
   
  	
  Product.
  	
   
  	
  5
  
	
   
  	
  1.17.
  	
   
  	
  Masterbatch.
  	
   
  	
  5
  
	
   
  	
  1.18.
  	
   
  	
  Trademark.
  	
   
  	
  6
  
	
   
  	
  1.19.
  	
   
  	
  NTI and/or NTI
  ASEAN Trade Secrets.
  	
   
  	
  6
  
	
   
  	
  1.20.
  	
   
  	
  Other
  Agreed Upon Technologies.
  	
   
  	
  6
  
	
   
  	
  1.21.
  	
   
  	
  Net Sales.
  	
   
  	
  7
  
	
   
  	
  1.22.
  	
   
  	
  At Cost.
  	
   
  	
  7
  
	
   
  	
  1.23.
  	
   
  	
  Shareholder.
  	
   
  	
  7
  
	
   
  	
  1.24.
  	
   
  	
  Shares.
  	
   
  	
  7
  
	
   
  	
  1.25.
  	
   
  	
  Transfer of Shares.
  	
   
  	
  7
  
	
   
  	
  1.26.
  	
   
  	
  Transferor of Shares.
  	
   
  	
  7
  
	
   
  	
  1.27.
  	
   
  	
  Transfer Price for Shares.
  	
   
  	
  8
  
	
   
  	
  1.28.
  	
   
  	
  Transferee.
  	
   
  	
  8
  
	
   
  	
  1.29.
  	
   
  	
  Change of Control.
  	
   
  	
  8
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 2
  	
   
  	
  ENGAGEMENT OF ATAGENÇER AS EXCLUSIVE SALES
  REPRESENTATIVE
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  2.1.
  	
   
  	
  Engagement of Atagençer Exclusive Sales
  Representative.
  	
   
  	
  9
  
	
   
  	
  2.2.
  	
   
  	
  Commitment of Atagençer to Use its Best Efforts
  in the Performance of its Duties Hereunder.
  	
   
  	
  9
  
	
   
  	
  2.3.
  	
   
  	
  Promotion of Product and Trademark.
  	
   
  	
  9
  
	
   
  	
  2.4.
  	
   
  	
  Preparation and Use of Promotional Material.
  	
   
  	
  9
  
	
   
  	
  2.5.
  	
   
  	
  Warranties.
  	
   
  	
  10
  
	
   
  	
  2.6.
  	
   
  	
  Appointment of Distributors.
  	
   
  	
  10
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 3
  	
   
  	
  PAYMENTS TO ATAGENÇER FOR ITS SERVICES AS
  MANAGER AND AS EXCLUSIVE SALES REPRESENTATIVE OF THE CORPORATION
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  3.1.
  	
   
  	
  Basis for Payments.
  	
   
  	
  11
  
	
   
  	
  3.2.
  	
   
  	
  Compensation to Atagençer for Services as
  Exclusive Sales Representative of Fibro-NTI with Respect to Product.
  	
   
  	
  11
  
	
   
  	
  3.3.
  	
   
  	
  Compensation to Atagençer for Services Hereunder
  with Respect to Other Agreed Upon Technologies.
  	
   
  	
  12
  




i











	
   
  	
  3.4.
  	
   
  	
  When a Sale is Deemed to Occur.
  	
   
  	
  12
  
	
   
  	
  3.5.
  	
   
  	
  Support Year.
  	
   
  	
  12
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 4
  	
   
  	
  COVENANT TO OBSERVE THE DOCTRINE OF
  “CORPORATE OPPORTUNITY”
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  4.1.
  	
   
  	
  Doctrine of Corporate Opportunity and Observance
  Thereof.
  	
   
  	
  13
  
	
   
  	
  4.2.
  	
   
  	
  Agreement Not to Divert Resources.
  	
   
  	
  13
  
	
   
  	
  4.3.
  	
   
  	
  Remedies for Breach of Agreement Not to Divert
  Resources.
  	
   
  	
  14
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 5
  	
   
  	
  TERM OF AGREEMENT
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  5.1.
  	
   
  	
  Indefinite Term.
  	
   
  	
  15
  
	
   
  	
  5.2.
  	
   
  	
  Termination.
  	
   
  	
  15
  
	
   
  	
  5.3.
  	
   
  	
  Termination Upon Change of Control of a Party.
  	
   
  	
  16
  
	
   
  	
  5.4.
  	
   
  	
  Termination Upon Bankruptcy or Insolvency.
  	
   
  	
  16
  
	
   
  	
  5.5.
  	
   
  	
  Payment of Amounts Due.
  	
   
  	
  16
  
	
   
  	
  5.6.
  	
   
  	
  Cooperation Upon Termination.
  	
   
  	
  17
  
	
   
  	
  5.7.
  	
   
  	
  Non-Release of Obligations.
  	
   
  	
  17
  
	
   
  	
  5.8.
  	
   
  	
  Cessation of Rights Upon Termination.
  	
   
  	
  17
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 6
  	
   
  	
  DEFAULT
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  6.1.
  	
   
  	
  Event of Default.
  	
   
  	
  18
  
	
   
  	
  6.2.
  	
   
  	
  Remedies Upon Default or Breach.
  	
   
  	
  18
  
	
   
  	
  6.3.
  	
   
  	
  Non-Waiver of Rights.
  	
   
  	
  19
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 7
  	
   
  	
  DISPUTE RESOLUTION
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  7.1.
  	
   
  	
  Dispute Resolution by Arbitration.
  	
   
  	
  20
  
	
   
  	
  7.2.
  	
   
  	
  Disputes Not Subject to Arbitration.
  	
   
  	
  20
  
	
   
  	
  7.3.
  	
   
  	
  Conduct of Arbitration Proceedings.
  	
   
  	
  21
  
	
   
  	
  7.4.
  	
   
  	
  Designation of the “Prevailing Party”.
  	
   
  	
  21
  
	
   
  	
  7.5.
  	
   
  	
  Punitive Damages Excluded.
  	
   
  	
  21
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  ARTICLE 8
  	
   
  	
  GENERAL PROVISIONS
  	
   
  	
   
  
	
   
  	
   
  	
   
  	
   
  	
   
  
	
   
  	
  8.1.
  	
   
  	
  Benefit of Parties.
  	
   
  	
  22
  
	
   
  	
  8.2.
  	
   
  	
  Counterparts.
  	
   
  	
  22
  
	
   
  	
  8.3.
  	
   
  	
  Cooperation.
  	
   
  	
  22
  
	
   
  	
  8.4.
  	
   
  	
  Index, Captions, Definitions and Defined Terms.
  	
   
  	
  23
  
	
   
  	
  8.5.
  	
   
  	
  Waiver of Compliance.
  	
   
  	
  23
  
	
   
  	
  8.6.
  	
   
  	
  Force Majeure.
  	
   
  	
  23
  
	
   
  	
  8.7.
  	
   
  	
  Notices.
  	
   
  	
  24
  
	
   
  	
  8.8.
  	
   
  	
  Entire Agreement.
  	
   
  	
  25
  
	
   
  	
  8.9.
  	
   
  	
  Validity of Provisions.
  	
   
  	
  25
  
	
   
  	
  8.10.
  	
   
  	
  Payments.
  	
   
  	
  26
  
	
   
  	
  8.11.
  	
   
  	
  Derivative Enforcement by NTI
  	
   
  	
  26
  
	
   
  	
  8.12.
  	
   
  	
  Changes Subject to Approval of NTI.
  	
   
  	
  26
  
	
   
  	
   
  	
   
  	
   
  	
   
  	
   
  
	
  APPROVAL OF NORTHERN TECHNOLOGIES
  INTERNATIONAL CORPORATION
  	
   
  	
  28
  
	
  APPROVAL
  OF FIBROBETON PRECAST CONCRETE LTD
  	
   
  	
  29
  



ii










APPENDICES


	
  APPENDIX I
  	
  List of NTI
  Affiliates
  
	
  APPENDIX II
  	
  List of NTI
  ASEAN Affiliates
  
	
  APPENDIX III
  	
  Trademark
  Documentation
  
	
  APPENDIX IV
  	
  NTI Warranty
  Documentation
  



iii










SALES
REPRESENTATION AGREEMENT

                    This
Management Representation Agreement (“Sales Representation Agreement”) is made and entered into as of June
24, 2001, by and between FIBRO-NTI, JOINT STOCK COMPANY, a joint
stock company organized under the laws of Turkey (“Fibro-NTI” or  the”Corporation”) and ATAGENÇER, LLC (“Atagençer”).  The address of Fibro-NTI is Elemanari Sanaye
Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent,
Istanbul, Turkey, and the address of Atagençer is 10988 Tanager Trail,
Brecksville, Ohio 44141.

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 other 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, LLC (“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 the Shareholders Joint Venture
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
1.7.2 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,
that entity created in Turkey by the Parties pursuant to the Shareholders Joint
Venture Agreement to conduct the Corporation’s Business in the Territory,
also referred to herein as  “Fibro-NTI”.

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 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.


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.

4










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.

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.

5










1.18.  Trademark.

          The name
and style “ZERUST”, the “Zerust People”, “EXCOR”, the NTI Logo and the Color
Yellow as applied to VCI packaging materials, 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 registered 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 business and Intellectual Property
Rights of NTI, NTI ASEAN, the
Corporation and NTI and/or NTI ASEAN
Affiliates, both in the Territory and elsewhere.

1.20.  Other Agreed Upon Technologies.


In conformity with the objectives of the Parties hereto to expand the
commercial activities of Fibro-NTI 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
activities, 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 activities as “Other Agreed Upon
Technologies” to be treated as set forth in the Shareholders Joint Venture
Agreement and the Ancillary Agreements.


6










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”).

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.

7










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.

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.

8










ARTICLE 2
ENGAGEMENT OF ATAGENÇER AS

EXCLUSIVE SALES REPRESENTATIVE

2.1.    Engagement of Atagençer As Exclusive Sales Representative.

          Fibro-NTI hereby engages Atagençer
as its Exclusive Sales Representative for the marketing and sale of Product and
Other Agreed Upon Technologies in the Territory, and Atagençer hereby accepts
such engagement and agrees to use its best efforts in accordance with the terms
hereof to promote the marketing and sale of Product and Other Agreed Upon
Technologies in the Territory.

	
  2.2.
  	
  Commitment of Atagençer to Use
  its Best Efforts in the Performance of its Duties Hereunder. 
  



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

2.3.    Promotion of Product and Trademark.

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

2.4.
    Preparation and Use of Promotional
Material.


          Atagençer shall prepare promotional
material for the conduct of the Corporation’s Business in the Territory in the
English language, which shall be suitable under good business practice in
Turkey.  Atagençer shall not, however,
distribute any promotional material, literature, specifications, manuals,
product claims or descriptions concerning the Materials, Masterbatch, Process,
Know-How, Product or NTI Intellectual Property Rights without the prior written
approval thereof by NTI.

9










2.5.
    Warranties.

          Atagençer shall make no warranty on
behalf of NTI or the Corporation, and shall instruct its Agents (as defined in
Article 13.3.1 of the Shareholders Joint Venture Agreement) and the Agents (as
hereinafter defined) and Submanufacturers (as defined in Article 7.3.1(i) of
the License Agreement and Article 7.3.1 of the Technical Assistance Agreement)
of Fibro-NTI to make no warranty on behalf of NTI
or the Corporation as to the Know-How, Process, Product or NTI
Intellectual Property Rights, except in accordance with documentation
specifically approved by NTI.  A copy of
the current warranty documentation utilized by NTI is attached hereto as
Appendix IV.

2.6.
    Appointment of Distributors.

          Atagençer may appoint distributors
for Product and Other Agreed Upon Technologies in the Territory on an
arms-length basis.  Atagençer may also
serve as a distributor of Product and Other Agreed Upon Technologies, either
directly or indirectly in the Territory, provided that the total compensation
to Atagençer for all services it renders to the Corporation as Sales Manager
does not aggregate more than seven and a half percent (7.5%) of Net Sales.

10











ARTICLE 3
PAYMENTS TO ATAGENÇER FOR ITS SERVICES AS

EXCLUSIVE SALES

REPRESENTATIVE OF THE CORPORATION

3.1.
    Basis for Payments.

          Fibro-NTI shall make payments to
Atagençer which are provided for in Article 3 of this Sales Representation
Agreement in consideration of the services performed by Atagençer as set forth
in Articles 2 hereof.  Such payments
shall be made throughout the full term of this Sales Representation Agreement
as compensation for the services set forth above and duly provided by
Atagençer.

	
  3.2.
  	
  Compensation to Atagençer for
  Services as Exclusive Sales Representative of Fibro-NTI with Respect to
  Product.
  



          Atagençer shall receive
compensation for its services to Fibro-NTI as Exclusive Sales Representative
for Product hereunder equal to seven and one-half percent (7.5%) of the total
Net Sales of Product by the Corporation, plus reasonable, direct out-of-pocket
expenses (At Cost) incurred in the performance of its duties in this
regard.  There shall, however, be no
separate or additional compensation in conjunction with services, such as
carrying out promotional activities or conducting sales seminars, which
services are to be performed by Atagençer within the scope of its responsibilities as Exclusive Sales Representative of
Fibro-NTI.  In the course of
effectuating sales,Atagençer may
either purchase Product directly from the Corporation and thereupon resell same
to customers for its own account, or alternatively serve as a commission
agent for the Corporation, but not both; provided that the total margin
to Atagençer in consideration of all sales activities conducted by Atagençer
with respect to Product does not exceed ten percent (10%).  Payment terms for Product purchased by
Atagençer from the Corporation for resale to customers shall be equal to the
same terms offered by Atagençer on behalf of the Corporation to third parties
fulfilling the same functions; and payment for Product purchased shall be made
by Atagençer to the Corporation forthwith upon receipt of payment from
customers.

11












	
  3.3.
  	
  Compensation to Atagençer for Services
  Hereunder with Respect to Other Agreed Upon Technologies.
  



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

3.4.
    When a Sale is Deemed to Occur.

          A sale shall be deemed to have
occurred when Product or goods based upon Other Agreed Upon Technologies have
been billed or (if not billed) delivered to and fully paid for by a customer.

3.5.
    Support Year.

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

12










ARTICLE 4
COVENANT TO OBSERVE THE

DOCTRINE OF “CORPORATE OPPORTUNITY”

4.1.
    Doctrine of Corporate Opportunity and
Observance Thereof.


          It is the intent of the Parties to
this Sales Representation Agreement, the Shareholders Joint Venture Agreement
and to the other 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 the 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 of Other Agreed Upon Technologies, and/or the application of NTI
Intellectual Property Rights, in the Territory; except as specifically agreed
to by the Parties in furtherance of the Corporation’s Business (“Corporate
Opportunity”).

4.2.
    Agreement Not to Divert Resources.

          Atagençer and Fibro-NTI agree that
during the term of this Sales Representation 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 except through the
Corporation in furtherance of the Corporation’s Business.  During said term Atagençer shall not 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 Sales Representation
Agreement is terminated: (i) because of a material Breach of the 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 5 hereof; (iv) pursuant to Article 6 hereof; or (v) upon a Breach of
Article 4 hereof, then the Party in Breach or subject to such adverse condition
shall continue to be bound by the provisions of Article 4 of this Sales
Representation Agreement for a period of three years following the date of
termination, but Atagençer shall at no time be permitted to use any
confidential information learned through
or about Fibro-NTI Trade Secrets, for any activity outside the Corporation, including
but not limited to such activities which would have the effect of diverting
resources from the Corporation.

13











4.3.
    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 6 hereof by a Party, the remedy at law will be
inadequate and that the other Party to this Sales Representation Agreement
shall suffer irreparable injury. 
Accordingly, each Party to this Sales Representation Agreement consents
to injunctive or other appropriate equitable relief upon the institution of
legal proceedings therefor by the non-violating Party.  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
Sales Representation Agreement.

14










ARTICLE 5
TERM OF AGREEMENT

5.1.
    Indefinite Term.

          This Sales Representation 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.

5.2.
    Termination.

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

	
   
  	
  5.2.1.
  	
   
  	
  Terminated by either Party in accordance
  with the provisions of Article 4 hereof;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  5.2.2.
  	
   
  	
  Terminated in accordance with Article 5.3
  and/or Article 5.4 hereof;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  5.2.3.
  	
   
  	
  Terminated by either Party by reason of a
  material Breach or Default of this Sales Representation Agreement by the
  other Party which has not been cured or remedied in accordance with Article
  6.2 hereof; or
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  5.2.4.
  	
   
  	
  Terminated automatically, in conjunction
  with the termination of the Shareholders Joint Venture Agreement or any of
  the other Ancillary Agreements by a Party thereto by reason of a material
  Breach (as therein defined) or Default (as therein defined) of any such
  Agreement by a Party thereto, which Breach or Default has not been cured or
  remedied in accordance with the curative provisions thereof.  In such event, this Sales Representation
  Agreement shall likewise terminate on the same date, without any further act
  or notice given by a Party hereto.
  



15










5.3.    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 Sales
Representation 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.

5.4.
    Termination Upon Bankruptcy or
Insolvency.

          If Fibro-NTI hereto shall become bankrupt or
insolvent or shall file for any debtor relief proceedings, or if there shall be
filed in Court against a Party legal proceedings for bankruptcy, insolvency,
reorganization or for the appointment of a receiver or trustee of all or a
portion of such Party’s property, or if a Party makes an assignment for the
benefit of creditors or petitions for or enters into an arrangement for debtor
relief and such proceedings as are described aforesaid are not dismissed within
a period of ninety (90) days after the institution thereof, then, at the option
of the other Party, this Sales Representation 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 Sales Representation Agreement is to be deemed an
executory contract, then the other Party shall continue to perform under the
terms of this Sales Representation Agreement if:

	
   
  	
  5.4.1.
  	
   
  	
  Payments due under this Sales
  Representation Agreement for past obligations are rendered in full by
  the Party subject to such proceedings;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  5.4.2.
  	
   
  	
  Payments due under this Sales
  Representation Agreement for present obligations are rendered by
  the Party subject to such proceedings pursuant to a payment schedule acceptable to the other Party;
  and
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  5.4.3.
  	
   
  	
  All other provisions of this Sales
  Representation Agreement are complied with fully by the Party
  subject to such proceedings.
  



5.5.    Payment of Amounts Due.

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


16











5.6.    Cooperation Upon Termination.

          Upon termination of this Sales
Representation Agreement, the Corporation shall cooperate with Atagençer in
transferring Atagençer Trade Secrets, if any, to Atagençer or its designated
assignee; and Atagençer and Corporation shall cooperate with NTI and/or NTI ASEAN in transferring NTI Intellectual
Property Rights, together with NTI and/or NTI ASEAN Trade Secrets to NTI, NTI ASEAN or their designated assignee

5.7.
    Non-Release of Obligations.

          The
termination of this Sales Representation 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.  

5.8.
    Cessation of Rights Upon Termination.

          Upon the termination of this Sales Representation
Agreement, for reason of Default or Breach of this Sales Representation
Agreement or of the Shareholders Joint Venture Agreement or an Ancillary
Agreement, all rights which the Party in Default (“Defaulting Party”) may have under or pursuant to this Sales
Representation Agreement shall forthwith cease and terminate.  If a dispute as to whether a Default
or Breach exists is submitted to Arbitration under Article 7 hereof, the
Parties shall jointly appoint a trustee or agent to oversee the execution
of  the duties hereunder and the
protection of rights hereunder of the Party allegedly in Default and/or
Breach.  If the Parties cannot agree on
a trustee or agent for such purposes, the Arbitration Panel shall forthwith
appoint same.

17











ARTICLE 6
DEFAULT

6.1.
    Event of Default.

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

	
   
  	
  6.1.1.
  	
   
  	
  Non-payment of funds by one Party to
  another Party when due and owing; and/or
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  6.1.2.
  	
   
  	
  A material Breach (“Breach”)
  of any provision of this Sales Representation Agreement other than Article 4 hereof, of the Shareholders
  Joint Venture Agreement, or any of the other Ancillary Agreements; and/or
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  6.1.3.
  	
   
  	
  A Breach of Article 4 hereof.
  



6.2.    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:


	
   
  	
  6.2.1.

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



18











	
   
  	
  6.2.2.
  	
   
  	
  Notwithstanding the foregoing, in the event
  of a violation of Articles 5 and/or 6 hereof by a Party hereto, the other
  Party may at its sole discretion terminate this Sales Representation
  Agreement with immediate effect upon giving notice to the Party in Default or
  Breach of Articles 5 and/or 6 hereof as provided herein.
  



6.3.    Non-Waiver of Rights.

          A Party’s
failure to terminate this Sales Representation Agreement on account of any
Breach or Default by the other
Party as provided in Article 6.1 or 6.2 hereof shall in no event constitute or
be deemed to constitute a waiver by such Party of its right to terminate this
Sales Representation Agreement at any time while any such Breach or Default
continues (subject to the provisions of Article 6.2 hereof), or on account of
any subsequent Breach or Default by a Party.


19











ARTICLE 7

DISPUTE RESOLUTION

7.1.
    Dispute Resolution by Arbitration.

          Any and all disputes, except as
excluded under Article 7.2 hereof, which may arise between the Parties during
the term of this Sales Representation 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:

	
   
  	
  7.1.1.
  	
   
  	
  A dispute as to whether a Default exists;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  7.1.2.
  	
   
  	
  A dispute as to whether a Default entitles
  the non-defaulting Party to terminate this Sales Representation Agreement;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  7.1.3.
  	
   
  	
  A dispute as to the validity of this
  Article 7;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  7.1.4.
  	
   
  	
  A dispute relating to the construction,
  meaning, interpretation, application or effect of this Sales Representation
  Agreement or anything contained herein;
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  7.1.5.
  	
   
  	
  A dispute as to the rights, obligations or
  liabilities of the Parties hereunder.
  



7.2.    Disputes Not Subject
to Arbitration.


          Notwithstanding anything to the
contrary set forth in this Sales Representation Agreement:


	
   
  	
  7.2.1.

  	
   
  	
  Arbitration may not be invoked regarding
  matters expressed in this Sales Representation Agreement to be agreed upon by
  or determined with the consent or approval of both Parties.
  
	
   
  	
   
  	
   
  	
   
  
	
   
  	
  7.2.2.
  	
   
  	
  Arbitration may not be invoked if a Party
  violates the provisions of this Sales Representation Agreement relating to
  Atagençer Trade Secrets or Corporate Opportunity.  In such event, the remedies set forth in Article 4 hereof shall
  apply.
  



20










7.3.     Conduct of Arbitration
Proceedings.

          Such arbitration proceedings shall
be conducted in English and shall be carried on in the City of Brussels or any
other place mutually agreeable to the Parties, under the UNCITRAL Arbitration
Rules.  In the interpretation of this
Sales Representation Agreement, the laws 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.

7.4.
    Designation of the “Prevailing Party”.


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


7.5.
    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.


21










ARTICLE 8
GENERAL PROVISIONS

8.1.
    Benefit of Parties.

          All
of the terms and provisions of this Sales Representation Agreement, the
Shareholders Joint Venture Agreement and of the other Ancillary Agreements
shall be binding upon the Parties executing same and their respective permitted
successors and assigns.  Except as
expressly provided herein, a Party may not assign its rights and obligations to
a third party without the written consent of the other Party; provided, however,
that a Party may assign this Sales Representation Agreement and all of such
Party’s rights hereunder (or a portion of this Sales Representation 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.

8.2.
    Counterparts.


          This Sales Representation 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.


8.3.
    Cooperation.


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


22











8.4.     Index, Captions,
Definitions and Defined Terms.

          The captions of the Articles of
this Sales Representation 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 Sales Representation
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 Sales Representation
Agreement, irrespective of whether such Definitions or Defined Terms appear in
the text of this Sales Representation Agreement before or after they are
defined.

8.5.
    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
Sales Representation Agreement or waive compliance with any of the covenants or
conditions contained herein and so waive performance of any of the obligations
of the other Party hereto, and any Breach or Defaults hereunder; provided,
however, that such waiver shall not affect or impair the waiving Party’s
rights in respect to any other covenants, condition, Breach or Default
hereunder.

8.6.
    Force Majeure.


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



23










8.7.
    Notices.


          All notices,
requests, demands or other communications which are required or may be given
pursuant to the terms
of this Sales Representation 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 Atagençer, LLC, to:
  	
  Atagençer,
  LLC

  Attention Dr. Mehmet Gençer

  10988 Tanager Trail

  Brecksville, OH  44141

  Tel: 440-838-4543

  Fax: 440-838-4584
  
	
   
  	
   
  
	
  If to Fibro-NTI, to:
  	
  Fibro-NTI

  Elemanari Sanaye Insaat

  ve Tic. Ltd. Sti, Karanfil Cad. 27

  80620 1. Levent

  Istanbul, Turkey
  
	
   
  	
   
  
	
  Copy 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
  
	
   
  	
   
  
	
  Copy to:
  	
  Fibrobeton Precast Concrete Ltd.

  Elemanari Sanaye Insaat

  ve Tic. Ltd. Sti, Karanfil Cad. 27

  80620 1. Levent

  Istanbul, Turkey
  



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

24











8.8.    Entire Agreement.

          This Sales
Representation Agreement, together with the Shareholders Joint Venture
Agreement and the other Ancillary Agreements, contain the entire understanding
of the Parties as of the date of each such agreement.  There are no representations, promises, warranties, covenants,
agreements or undertakings other than those expressly set forth or provided for
in this Sales Representation Agreement, the Shareholders Joint Venture
Agreement and the other Ancillary Agreements, and the same supersede all prior
agreements and understandings between the Parties with respect to the
relationships and transactions contemplated by this Sales Representation Agreement.  It is the intent of the Parties to develop
the relationship established hereunder, however, and to amend and supplement
this Sales Representation 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 Sales Representation Agreement, the Shareholders Joint
Venture Agreement and the other Ancillary Agreements must, however, be clearly
identified as such and set forth in writing (“Supplemental Documents”).  Supplemental Documents may include Corporate
Resolutions and/or other written exchanges between Parties, but must be
manually signed, in the original, by duly authorized representatives of the
Parties to constitute valid Supplemental Documents for purposes hereof.

8.9.
    Validity of Provisions.

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

25











8.10.   Payments.

          Any payment to be made to Atagençer
pursuant to any provision of this Sales Representation 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. 
Atagençer shall have the right to specify in writing any bank account to
which payments due it shall be made.

8.11.   Derivative Enforcement by NTI

          In the event of a Material Breach
or Default of this Sales Representation Agreement by Atagençer and/or its
Agents, NTI may, derivatively for and on behalf of the Corporation, enforce the
terms hereof against Atagençer and/or its Agents.  In the event of derivative enforcement hereunder, the matter
shall be adjudicated in accordance with the provisions of Article 7 hereof.

8.12.   Changes Subject to Approval of NTI.

          The Parties to this Sales Representation
Agreement shall not change, modify or amend this Sales Representation Agreement
in any respect without the prior written consent of NTI and Fibrobeton.

26










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

ATAGENÇER, LLC

	
  By     /s/ Dr. Mehmet A. Gencer
  	
   
  
	
   
  	
  



  	
   
  
			



FIBRO-NTI, JOINT STOCK COMPANY

	
  By      /s/

  	
   
  
	
   
  	
  



  	
   
  
			



27










APPROVAL OF NORTHERN
TECHNOLOGIES

INTERNATIONAL CORPORATION

          By its signature hereto Northern
Technologies International Corporation approves
and agrees to the terms and provisions of this Sales Representation Agreement
and agrees to be bound thereto to the extent that the terms and provisions
thereof are applicable to it, it being understood that Northern Technologies
International Corporation shall also have a direct right of action in its own
name for the enforcement of the provisions of this Sales Representation
Agreement.

NORTHERN
TECHNOLOGIES

INTERNATIONAL
CORPORATION

	
  By      /s/ Philip M. Lynch
  	
   
  
	
   
  	
  



  	
   
  
			



28










APPROVAL OF FIBROBETON PRECAST CONCRETE LTD.

          By its
signature hereto FIBROBETON PRECAST CONCRETE LTD. approves and agrees to the
terms and provisions of this Sales Representation Agreement and agrees to be
bound thereto to the extent that the terms and provisions thereof are
applicable to it, it being understood that FIBROBETON PRECAST CONCRETE LTD.
shall also have a direct right of action in its own name for the enforcement of
the provisions of this Sales Representation Agreement.


FIBROBETON
PRECAST CONCRETE LTD.

	
  By      /s/
  	
   
  
	
   
  	
  



  	
   
  
			



29










APPENDIX IV

NTI WARRANTY
DOCUMENTATION

“Because we cannot anticipate or control the many different conditions
under which our information and our products may be used, no warranty,
expressed or implied, is made except that the product conforms to Northern
Technologies International Corporation specifications.  The technical data furnished is believed to
be accurate and complete.  Buyer assumes
all risk of use, storage and handling of this product.  Northern Technologies International
Corporation shall not be responsible for special or consequential damages.  Nothing contained herein shall be construed
as permission to use, or recommendation for, the use of the product in the
infringement of any existing patent.”

30