MANAGEMENT
AND SALES

REPRESENTATION AGREEMENT


BY
AND BETWEEN


TAYLOR
PACKAGING (BISHOP AUCKLAND) LIMITED


AND


ZERUST
(UK) LIMITED


DATED
AS OF 20TH JANUARY 1997











MANAGEMENT
AND SALES REPRESENTATION AGREEMENT


THIS
AGREEMENT is made the 20th day of January 1997 


BETWEEN:-



	
  (1)

  	
  TAYLOR PACKAGING (BISHOP AUCKLAND) LIMITED of
  Meadowfield Avenue, Green Lane Industrial Estate, Spennymoor, Co. Durham DLI6
  6YJ (hereinafter “TP”); and 

	
   
	
   

	
  (2)
	
  ZERUST (UK) LIMITED of Meaowfield Avenue, Green Lane
  Inustrial Estate,  Spennymoor, Co.
  Durham, DL16 6YJ (hereinafter “the Company”). 




ARTICLE
1.

	
  1.
	
  DEFINITIONS 

	
   
	
   

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

	
   
	
   

	
  1.1
	
  Ancillary Agreements. 

	
   
	
   

	
   
	
  The following are the Ancillary Agreements and the
  Parties thereto: 

	
   
	
   

	
   
	
  1.1.1
	
  Management and Sales Representation Agreement
  between TP and the Company 
  (“Management Agreement”); 

	
   
	
   
	
   

	
   
	
  1.1.2
	
  License Agreement between NTI and the Company
  (“License Agreement”); and 

	
   
	
   
	
   

	
   
	
  1.1.3
	
  Technical Assistance and Marketing Support Agreement
  between NTI and the Company (“Technical Assistance Agreement”) 

	
   
	
   
	
   

	
   
	
  And “Ancillary Agreement” shall be construed
  accordingly. 

	
   
	
   
	
   

	
  1.2
	
  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 











	
  1.3

  	
  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 Joint Venture Agreement
  or any of the Ancillary Agreements. 

  
	
   
	
   

	
  1.4
	
  Company or Joint Venture. 

	
   
	
   

	
   
	
  Zerust (UK) Limited, being that entity created in
  the Territory by the Parties pursuant to 
  the Joint Venture Agreement to conduct the Company’s Business. 

	
   
	
   

	
  1.5
	
  Company’s Business. 

	
   
	
   

	
   
	
  The Company’s Business shall be the manufacturing,
  marketing and distribution of  Product
  in the Territory. 

	
   
	
   

	
  1.6
	
  Completion 

	
   
	
   

	
   
	
  Completion of the Joint Venture Agreement in
  accordance with its terms. 

	
   
	
   

	
   
	
  “Completed” shall be construed accordingly. 

	
   
	
   

	
  1.7
	
  Effective Date. 

	
   
	
   

	
   
	
  The date upon the Joint Venture Agreement is
  Completed. 

	
   
	
   

	
  1.8
	
  Joint Venture Agreement or
  Agreement. 

	
   
	
   

	
   
	
  That certain Joint Venture Agreement by and between
  Northern Technologies International Corporation, 6680 North Highway 49, Lino
  Lakes, Minnesota 55014, (“NTI”) and TP, for the formation and governance of a
  new entity under the laws of England in the form of a company which shall be
  known as Zerust (UK) Limited. 

	
   
	
   

	
  1.9
	
  Knowhow. 

	
   
	
   

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




2 











	
  1.10

  	
  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. 

  
	
   
	
   

	
  1.11
	
  Materials. 

	
   
	
   

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

	
   
	
   

	
  1.12
	
  Net Sales. 

	
   
	
   

	
   
	
  The total proceeds from the sale of Product within
  the Territory by the Company in normal, bona fide commercial transactions on
  an arm’s length basis to, by, with, or through an entity which is not
  affiliated to 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. 

	
   
	
   

	
  1.13
	
  NTI Affiliates. 

	
   
	
   

	
   
	
  All entities and/or individuals with which NTI has a
  joint venture relationship, similar in character and style but not
  necessarily identical to the relationship created by the Joint Venture
  Agreement and the Ancillary Agreements as defined herein, or another form of
  alliance, for the development, manufacture, promotion, marketing, sales and
  applications engineering of the Product, Materials, Knowhow and/or Process
  anywhere in the world and “NTI Affiliate” shall be construed accordingly. 




3 











	
  1.14

  	
  NTI Intellectual Property Rights. 

  
	
   
	
   

	
   
	
  The Knowhow, Materials, Process, NTI Trade Secrets,
  Product, Masterbatch and Trademark, collectively, as such currently exist and
  shall hereinafter be modified, developed and/or acquired by NTI. 

  
	
   
	
   

	
  1.15
	
  NTI Trade Secrets. 

	
   
	
   

	
   
	
  All information deemed and designated confidential,
  both in the Joint Venture Agreement and in the Ancillary Agreements and
  hereafter, including but not limited to information regarding the Product,
  Knowhow, Process, Materials, Masterbatch, 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 of
  NTI, the Company and NTI Affiliates (as hereinafter defined) both in the
  Territory and elsewhere. 

	
   
	
   

	
  1.16
	
  Parties 

	
   
	
   

	
   
	
  The Parties to the Joint Venture Agreement and/or
  the Ancillary Agfreements, their 
  successors and permitted assigns and “Party” shall be construed
  accordingly. 

	
   
	
   

	
  1.17
	
  Product. 

	
   
	
   

	
   
	
  Corrosion inhibiting polyethylene film and solid
  material of polyethylene in the form of boxes, tubes and other containers
  manufactured by means of the Process, incorporating the Materials and
  utilizing the Trademark. 

	
   
	
   

	
  1.18
	
  Process. 

	
   
	
   

	
   
	
  The procedure utilizing the Knowhow for the
  manufacture of polyethylene materials 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
  materials, together with future technology, knowledge and product development
  which is useful in the manufacture of the Product. 




4











	
  1.19

  	
  Territory. 

  
	
   
	
   

	
   
	
  The United Kingdom. 

  
	
   
	
   

	
  1.20
	
  Trademark. 

	
   
	
   

	
   
	
  The names and style “ZERUST”, “THE ZERUST PEOPLE”,
  and the colour yellow in relation thereto (which, in each case, are the subject
  of Community Trade Mark applications), which includes trade literature,
  technical specifications and application instructions, and promotional
  material pertaining thereto. 




ARTICLE
2.

	
  2.
	
  EMPLOYMENT OF TP AS MANAGER

	
   
	
   

	
  2.1
	
  Employment of Manager. 

	
   
	
   

	
   
	
  The Company hereby employs TP to manage, supervise
  and conduct the Company’s Business. TP hereby accepts such employment and
  agrees to serve in such capacity in accordance with the terms hereof and of
  the Joint Venture Agreement and the Ancillary Agreements. 

	
   
	
   

	
  2.2
	
  Duties and Authority of Manager. 

	
   
	
   

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




5 











	
  2.3

  	
  Responsibility of Manager for
  Specific Activities 

  
	
   
	
   

	
   
	
  In the course of fulfilling its responsibilities
  pursuant to this Agreement, TP shall carry out the following activities on
  behalf of the Company. 

  
	
   
	
   

	
   
	
  2.3.1
	
  Cause the Company to comply with the terms of the
  Joint Venture Agreement and the Ancillary Agreements; 

	
   
	
   
	
   

	
   
	
  2.3.2
	
  Acquire such materials, supplies, equipment,
  services and technical assistance as may be necessary, desirable or
  appropriate for the conduct of the Company’s Business; 

	
   
	
   
	
   

	
   
	
  2.3.3
	
  Procure from outside experts, consultants and
  professionals such engineering, legal, advertising, promotional, and, except
  for accounting services (which shall be provided in accordance with the Joint
  Venture Agreement), other advisory and professional services as may be
  necessary, desirable or appropriate for the conduct of the Company’s
  Business; 

	
   
	
   
	
   

	
   
	
  2.3.4
	
  Protect, keep and maintain the properties and assets
  of the Company and such properties and assets of the Parties to the Joint
  Venture Agreement as are in the Company’s actual possession; 

	
   
	
   
	
   

	
   
	
  2.3.5
	
  Hire, train and supervise such personnel as may be
  necessary, desirable or appropriate for the conduct of the Company’s
  Business; 

	
   
	
   
	
   

	
   
	
  2.3.6
	
  Provide all executive and administrative
  responsibilities and services necessary, desirable or appropriate for the
  conduct of the Company’s Business; 

	
   
	
   
	
   

	
   
	
  2.3.7
	
  Cause the Company to comply with all laws applicable
  to the Company’s Business; 

	
   
	
   
	
   

	
   
	
  2.3.8
	
  Process all customer orders, provide billings to
  customers and make adjustments with customers as appropriate; 




6 











	
   
	
  2.3.9
	
  Manage the credit risk of the Company including
  making inquiries regarding the creditworthiness of potential customers; 

	
   
	
   
	
   

	
   
	
  2.3.10
	
  Manufacture or cause the manufacture of the Product
  by Submanufacturers (as hereinafter defined) in the Territory At Cost as far
  as the Manager and its affiliates are concerned; 

	
   
	
   
	
   

	
   
	
  2.3.11 
	
  Maintain the books and records of the Company in
  accordance with the normal practices of similar businesses in the Territory;

	
   
	
   
	
   

	
   
	
  2.3.12
	
  Prepare and file with governmental authorities all
  required reports and returns relating to the Company’s Business; 

	
   
	
   
	
   

	
   
	
  2.3.13
	
  Procure on behalf of the Company product liability,
  public liability and other liability, casualty, and general insurance,
  necessary, desirable and appropriate for the conduct of the Company’s
  Business the Territory; 

	
   
	
   
	
   

	
   
	
  2.3.14
	
  Establish and maintain a segregated bank account or
  accounts in the name of the Company for the deposit and disposition of all
  funds generated by and disbursed for the Company’s Business; 

	
   
	
   
	
   

	
   
	
  2.3.15
	
  Apply standards for the extension of credit and
  establish and maintain systems for the collection of all accounts, including
  overdue accounts in accordance with the normal practices of similar
  businesses in the Territory; 

	
   
	
   
	
   

	
   
	
  2.3.16
	
  Coordinate the pricing and discount structure for
  the sale of Product to customers and/or distributors in the Territory, which
  will result in a reasonable profit to the Company, subject to the provisions
  of Article 7.3.q. of the Joint Venture Agreement; 

	
   
	
   
	
   

	
   
	
  2.3.17
	
  Arrange for the preparation and delivery of the
  Company’s financial statements as required by the Joint Venture Agreement;
  and 

	
   
	
   
	
   

	
   
	
  2.3.18
	
  Do or cause the Company to do all other acts and
  things as may be necessary, desirable or appropriate in connection with the
  conduct of the Company’s  Business
  within its corporate authority as stated in its Articles of Incorporation,
  subject to the Joint Venture Agreement, the Ancillary Agreements and
  Resolutions of the Board of Directors. 




7 










ARTICLE
3.


	
  3.

  	
  EMPLOYMENT OF TP AS EXCLUSIVE SALES
  REPRESENTATIVE

  
	
   
	
   

	
  3.1

  	
  Employment of Exclusive Sales
  Representative. 

  
	
   
	
   

	
   
	
  The Company hereby employs TP as its Exclusive Sales
  Representative for the marketing and sale of Product in the Territory, and TP
  hereby accepts such employment and agrees to use its best efforts in
  accordance with the terms hereof to promote the marketing and sale of Product
  in the Territory. 

  
	
   
	
   

	
  3.2
	
  Duties and Authority of Exclusive
  Sales Representative.

	
   
	
   

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

	
   
	
   

	
  3.3
	
  Promotion of Product and
  Trademark. 

	
   
	
   

	
   
	
  In connection with the discharge of its duties
  hereunder TP shall use its best efforts to solicit and to obtain business
  and, in so doing, to develop an increasing awareness of the Product and the
  ZERUST trade name and the Trademark 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. TP shall advise 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. 




8 











	
  3.4

  	
  Preparation and Use of Promotional
  Material. 

  
	
   
	
   

	
   
	
  TP shall not prepare or distribute any promotional
  material, literature, specifications, manuals, product claims or descriptions
  concerning the Materials, Masterbatch, Process, Knowhow, Product or NTI
  Intellectual Property Rights without the prior written consent and approval
  thereof by NTI. 

  
	
   
	
   

	
  3.5
	
  Warranties. 

	
   
	
   

	
   
	
  TP shall make no warranty on behalf of NTI or the
  Company and shall instruct its Agents (as hereinafter defined) and
  Submanufacturers (as hereinafter defined) to make no warranty on behalf of
  NTI or the Company TP as to the Process, Knowhow, Product or NTI Intellectual
  Property Rights, except in accordance with documentation specifically
  approved by NTI. 




ARTICLE
4.

	
  4.
	
  PAYMENTS TO TP FOR ITS SERVICES AS
  MANAGER AND AS EXCLUSIVE SALES REPRESENTATIVE OF THE COMPANY 

	
   
	
   

	
  4.1
	
  Basis for Payments. 

	
   
	
   

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

	
   
	
   

	
  4.2
	
  Compensation to TP for Management
  Services Rendered to the Company. 

	
   
	
   

	
   
	
  As compensation for its management services to be
  rendered pursuant to this Agreement, the Company shall pay to TP a fee equal
  to five percent (5%) of the amount of Net Sales of Product, plus
  reimbursement of all out-of-pocket expenses (At Cost) paid or incurred by TP
  in the discharge of its responsibilities hereunder. Such amounts shall be
  paid to TP within thirty (30) days after the conclusion of each quarterly
  period, based upon Net Sales and out-of-pocket expenses during the preceding
  quarterly period. 




9 











	
  4.3

  	
  Compensation to TP for Services as
  Exclusive Sales Representative to the Company. 

  
	
   
	
   

	
   
	
  TP shall receive compensation for its services to
  the Company as Exclusive Sales Representative hereunder equal to ten percent
  (10%) of the total Net Sales of Product by the Company, plus out-of-pocket
  expenses (At Cost) incurred in the performance of its duties in this regard.
  In the course of effectuating sales, TP may either purchase Product directly
  from the Company and thereupon resell same to customers for its own account,
  or alternatively serve as a commission agent for the Company, but not both;
  provided that the total margin to TP does not exceed 10%. Payment terms for
  Product purchased by TP from the Company for resale to customers shall be
  equal to the same terms offered by TP on behalf of the Company to third
  parties fulfilling the same functions and payment for Product purchased shall
  be made by TP to the Company forthwith upon receipt of payment from
  customers. 

  
	
   
	
   

	
  4.4
	
  When a Sale is Deemed to Occur. 

	
   
	
   

	
   
	
  A sale shall be deemed to have occurred when Product
  has been billed or (if not billed) delivered to and paid for by a customer. 

	
   
	
   

	
  4.5
	
  Support Year. 

	
   
	
   

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

	
   
	
   

	
  4.6
	
  Statements to TP. 

	
   
	
   

	
   
	
  Within thirty (30) days after the last day of each
  quarterly period in each Support Year, the Company shall:

	
   
	
   

	
   
	
  4.6.1
	
  Prepare and deliver to TP a complete and accurate
  statement setting forth for the quarter just ended and separately and
  cumulatively for and with respect to all elapsed quarterly periods for the
  Support Year: 

	
   
	
   
	
   

	
   
	
   
	
  4.6.1.1
	
  The total amount of Net Sales (broken down in
  reasonable detail by individual products and customers and showing all costs
  and discounts leading to the establishment of the Net Sales figure for each
  customer); and 




10











	
   
	
   
	
  4.6.1.2
	
  The total amount of compensation on such Net Sales
  (computed as hereinbefore provided) payable to TP for its Management and
  Sales Representation Services to the Company hereunder.

	
   
	
   
	
   

	
   
	
  4.6.2
	
  Pay to TP the full amount of compensation to which
  it is entitled for and with respect to the period or periods of the Support
  Year covered by the statement(s) provided for in Article 4.6.1 hereof 

	
   
	
   

	
  4.7
	
  Books and Records. 

	
   
	
   

	
   
	
  The Company covenants and agrees: 

	
   
	
   

	
   
	
  4.7.1
	
  That it will keep complete and accurate records and
  books of account showing the amount of billings to customers and the amount
  of deductions therefrom in arriving at Net Sales and all additional data and
  information which may be reasonably necessary to enable NTI, TP or their
  independent accountants to verify the completeness and accuracy for each item
  of information which the Company is required to set forth in each of the
  statements referred to in Article 4.6.1; 

	
   
	
   
	
   

	
   
	
  4.7.2
	
  That it will keep all such records and books of
  account at its principal office and will preserve each such records and books
  of account for a period of not less than three (3) years from and after the
  date on which such records or the last entry in such books of account was
  made, whichever shall be later; and 




11











	
   
	
  4.7.3
	
  That it will make such records, books of account,
  data and information available to TP, NTI and/or their representatives and
  independent accountants and will give to such representative or accountants
  free and complete access, at any reasonable time or times, to all such
  records, books of account, data and information, for the purposes of
  examining the same and verifying the completeness and accuracy of each item
  of information which the Company is required to set forth in each of the
  statements referred to in Article 4.6.1 hereof.  In addition, TP and NTI shall have the right to make copies of
  any of the foregoing. The independent accountants of the Company shall in the
  ordinary course of business provide written confirmation and certification to
  TP and NTI, at least annually, of the data to be supplied to TP and NTI
  pursuant to Article 4.6.1 hereof.  The
  cost of such reports shall be borne by the Company. In the event that TP or
  NTI shall cause its representatives to confirm or verify the accuracy of the
  data supplied by the Company, then the costs and fees of such representatives
  shall be borne by TP or NTI, as the case may be, unless such representatives
  shall determine, to the satisfaction of the Company’s independent
  accountants, that there is an understatement in the reporting of Net Sales of
  five (5%) or more, in which event the costs and fees of TP’s or NTI’s
  representatives and/or accountants shall be borne by the Company. 




ARTICLE
5.

	
  5.
	
  PROTECTION OF TP TRADE SECRETS

	
   
	
   

	
  5.1
	
  Identification of TP Trade Secrets.
  

	
   
	
   

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




12 











	
  5.2

  	
  Protection of TP Trade Secrets. 

  
	
   
	
   

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

  
	
   
	
   

	
  5.3
	
  Protection of TP Trade Secrets by
  Agents of the Company. 

	
   
	
   

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

	
   
	
   

	
   
	
  5.3.1
	
  Insofar as the officers, employees and consultants
  of the Company (herein collectively “Agents”) who come in contact with TP
  Trade Secrets are concerned, the Company shall cause such Agents to enter
  into TP Trade Secrecy Agreements substantially in the form of Annex II to
  this Agreement. The Company shall exert its best efforts to cause its Agents
  to adhere to and to abide by the provisions, restrictions and limitations of
  the Trade Secrecy Agreements which efforts shall include the institution and
  prosecution of appropriate litigation if such be necessary and desirable. 




13











	
   
	
  5.3.2
	
  The Parties hereby agree and acknowledge that TP is an
  intended third party beneficiary of the Trade Secrecy Agreements, and that TP
  may in its sole discretion, on its own behalf or derivatively and/or on
  behalf of the Company directly enforce the provisions of the Trade Secrecy
  Agreements and/or any breach thereof against any and all Agents (as defined
  in Article 5.3.1 hereof) and/or Submanufacturers (as defined in Article
  6.3.1.1 of the Licence Agreement) who have executed same. 

	
   
	
   

	
  5.4
	
  Remedies in the Event of a
  Violation of Article 5 hereof. 

	
   
	
   

	
   
	
  It is understood and recognized by the Company that
  in the event of any violation by the Company of the provisions of Article 5
  hereof, TP’s remedy at law will be inadequate and TP will suffer irreparable
  injury. Accordingly, the Company consents to injunctive and other appropriate
  equitable relief in any court of competent jurisdiction to protect TP Trade
  Secrets. Such relief shall be in addition to any other relief to which TP may
  be entitled at law or in equity, which shall include but not be limited to
  the right of immediate termination of this Agreement. 

	
   
	
   

	
  5.5
	
  Exculpation of the Company in the
  Event of Disclosure of TP Trade Secrets as a result of Any Action by TP. 

	
   
	
   

	
   
	
  Notwithstanding the foregoing or any other provision
  of this Agreement, the Company shall be exculpated from any action by TP
  which results in the disclosure of Trade Secrets to any third party, whether
  such action results from the performance of under this Agreement, the Joint
  Venture Agreement, any other Ancillary Agreement or otherwise. 




ARTICLE
6.

	
  6.

  	
  COVENANT TO OBSERVE THE DOCTRINE OF
  “CORPORATE OPPORTUNITY” 

  
	
   
	
   

	
  6.1

  	
  Doctrine of Corporate Opportunity
  and Observance Thereof. 

  
	
   
	
   

	
   
	
  It is the intent of the Parties to this Agreement,
  the Joint Venture Agreement and to the other Ancillary Agreements to deal exclusively
  with each other with respect to the commercial, technical and strategic
  development of the Company’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 on the
  performance of their duties under the Joint Venture Agreement or the
  Ancillary Agreements in the Territory, or (b) have the effect of displacing
  or substituting the Knowhow, Materials, Process, Product or Masterbatch in
  the Territory; except as agreed to by the Parties in furtherance of the
  Company’s Business. 

  



14











	
  6.2
	
  Agreement Not to Divert Resources. 

	
   
	
   

	
   
	
  TP agrees and covenants that during the term of this
  Agreement, TP 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 the Product from the Company within the
  Territory except through the Company in furtherance of the Company’s
  Business. During said term TP 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 Company. In the event that this Agreement
  is terminated: (i) because of a material Breach of the Joint Venture Agreement
  by a Party; or (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 7 hereof; (iv) pursuant to Article 8 hereof; (v) or
  upon a Breach of Articles 5 or 6 hereof, then the Company shall continue to
  be bound by the provisions of this Article 6 for a period of two years
  following the date of termination, but shall at no time be permitted to use
  TP Trade Secrets, as the case may be, for any activity outside TP’s
  involvement with the Company. 

	
   
	
   

	
  6.3
	
  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 the Company and the other Parties to
  the Joint Venture and the Ancillary Agreements 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 a non-violating Party. Such relief shall be in addition to any
  other relief to which a Party may be entitled at law in equity, which shall
  include but not be limited to the right of immediate termination of this
  Agreement. 




15










ARTICLE
7.


	
  7.

  	
  TERM OF AGREEMENT

  
	
   
	
   

	
  7.1

  	
  Indefinite Term. 

  
	
   
	
   

	
   
	
  This Agreement shall become effective on the
  Effective Date and shall, unless otherwise terminated in accordance with the
  provisions hereof, continue in effect indefinitely unless:- 

  
	
   
	
   

	
   
	
  7.1.1
	
  terminated by either Party in accordance with the
  provisions of Articles 5 and/or 6 hereof, 

	
   
	
   
	
   

	
   
	
  7.1.2
	
  terminated by either Party by reason of a Default of
  this Agreement by the other Party which has not been cured or remedied in accordance
  with Article 8 hereof, or 

	
   
	
   
	
   

	
   
	
  7.1.3
	
  any of the Ancillary Agreements or the Joint Venture
  Agreement shall be terminated by a Party in accordance with its terms. In
  such event this Agreement shall likewise terminate on the same date, without
  any further act or notice given by a Party hereto. 

	
   
	
   
	
   

	
  7.2
	
  Payment of Amounts Due. 

	
   
	
   

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

	
   
	
   

	
  7.3
	
  Non-Release of Obligations. 

	
   
	
   

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




16










ARTICLE
8.


	
  8.

  	
  DEFAULT

  
	
   
	
   

	
  8.1

  	
  Default. 

  
	
   
	
   

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

  
	
   
	
   

	
   
	
  8.1.1
	
  Non-payment of funds by one Party to another Party
  when due and owing; and/or 

	
   
	
   
	
   

	
   
	
  8.1.2
	
  A material breach (“Breach”) of any provision of the
  Joint Venture Agreement or the Ancillary Agreements other than Articles 5 or
  6 hereof, 

	
   
	
   
	
   

	
   
	
  8.1.3
	
  A breach of Articles 5 and/or 6 hereof. 

	
   
	
   
	
   

	
  8.2
	
  Remedies upon Default. 

	
   
	
   

	
   
	
  The remedies available to each Party in an instance
  of Default by another Party shall be as follows: 

	
   
	
   

	
   
	
  8.2.1
	
  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 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 other Party shall have the right to declare a Default and
  terminate this Agreement unless the Party in Default shall cure such failure
  to pay, and/or Breach or Default, 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 such 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 such Breach proceeds to
  cure such Default 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 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. 




17











	
   
	
  8.2.2
	
  Notwithstanding the forgoing, in the event of a
  violation of Articles 5 and/or 6 hereof by a Party hereto, each other Party
  may at its sole discretion terminate this Agreement with immediate effect
  upon giving notice to the other Parties as provided herein. 

	
   
	
   
	
   

	
  8.3
	
  Non-Waiver of Rights. 

	
   
	
   

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




ARTICLE
9.

	
  9.
	
  ARBITRATION

	
   
	
   

	
  9.1
	
  Arbitration Mandatory. 

	
   
	
   

	
   
	
  Any of the following disputes which may arise
  between the Parties during the term of this Agreement, after the termination
  thereof, or following the liquidation or dissolution of the Company, upon
  failure by the Parties to amicably resolve same after mutual good faith
  negotiations, shall be exclusively settled by arbitration: 

	
   
	
   

	
   
	
  9.1.1
	
  a dispute as to whether a Default exists; 

	
   
	
   
	
   

	
   
	
  9.1.2
	
  a dispute as to whether a Default entitles the
  non-defaulting Party to terminate this Agreement; 




18 











	
   
	
  9.1.3
	
  a dispute as to the validity of this Article 9; 

	
   
	
   
	
   

	
   
	
  9.1.4
	
  a dispute relating to the construction, meaning,
  interpretation, application or effect of this Agreement or anything contained
  herein; 

	
   
	
   
	
   

	
   
	
  9.1.5
	
  a dispute as to the rights, obligations or
  liabilities of the Parties hereunder. 

	
   
	
   
	
   

	
   
	
  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
  such proceedings, the laws of England shall apply.  Judgement upon the award rendered by the arbitrator, including
  an award concerning the payment of costs, attorneys’ fees, and expenses of
  the arbitration proceedings, may be entered in any court of competent
  jurisdiction. Notwithstanding anything to the contrary set forth in this
  Agreement, no matter shall be referred to or settled by Arbitration which is:
  

	
   
	
   

	
   
	
  (a)
	
  based upon a Party’s violation of the provisions of
  this Agreement relating to TP Trade Secrets or Corporate Opportunity, the
  remedies for which are set forth in Articles 5 and/or 6 hereof. 

	
   
	
   
	
   

	
   
	
  (b)
	
  expressed in this Agreement to be agreed upon by or
  determined with the consent or approval of both Parties. 

	
   
	
   
	
   

	
  9.2
	
  Punitive Damages Excluded. 

	
   
	
   

	
   
	
  Notwithstanding the foregoing, the prevailing Party
  in an arbitration proceeding convened hereunder shall be entitled to recover
  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. 




19










ARTICLE
10.


	
  10.

  	
  GENERAL PROVISIONS 

  
	
   
	
   

	
  10.1

  	
  Benefit of Parties.

  
	
   
	
   

	
   
	
  All of the terms and provisions of this Agreement,
  and of the Joint Venture Agreement and of the other Ancillary Agreements
  shall be binding upon the Parties executing same and their respective
  permitted successors and assigns. Except as expressly provided herein, a
  Party may not assign its rights and obligations to a third party without the
  written consent of the other Party; provided, however, that a Party may
  assign this Agreement and all of its 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 its obligations hereunder by, a Party 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 responsibility hereunder and (ii) the assignee shall
  expressly assume in writing and agree to perform such obligations,
  liabilities and responsibilities of the assignor. 

  
	
   
	
   

	
  10.2
	
  Counterparts. 

	
   
	
   

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

	
   
	
   

	
  10.3
	
  Cooperation. 

	
   
	
   

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




20 











	
  10.4

  	
  Index and Captions. 

  
	
   
	
   

	
   
	
  The captions of the Sections and Articles of this
  Agreement 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 shall be
  incorporated herein as written and made a part hereof. 

  
	
   
	
   

	
  10.5
	
  Waiver of Compliance. 

	
   
	
   

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

	
   
	
   

	
  10.6
	
  Force Majeure. 

	
   
	
   

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




21 











	
  10.7

  	
  Notices. 

  
	
   
	
   

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

  





	
   
	
  If to TP, to:
	
  Taylor Packaging (Bishop Auckland) Limited

	
   
	
   
	
   

	
   
	
   
	
  Meadowfield Avenue

	
   
	
   
	
   

	
   
	
   
	
  Green Lane Industrial Estate

	
   
	
   
	
   

	
   
	
   
	
  Spennymoor

	
   
	
   
	
   

	
   
	
   
	
  Co. Durham

	
   
	
   
	
   

	
   
	
   
	
  DL16 6YL

	
   
	
   
	
   

	
   
	
   
	
  Tel: 01388 420 555

	
   
	
   
	
   

	
   
	
   
	
  Fax: 01388 420 777

	
   
	
   
	
   

	
   
	
  If to the Company:
	
  Zerust (UK) Limited

	
   
	
   
	
   

	
   
	
   
	
  Meadowfield Avenue

	
   
	
   
	
   

	
   
	
   
	
  Green Lane Industrial Estate

	
   
	
   
	
   

	
   
	
   
	
  Spennymoor

	
   
	
   
	
   

	
   
	
   
	
  Co. Durham

	
   
	
   
	
   

	
   
	
   
	
  DLI6 6YL

	
   
	
   
	
   

	
   
	
   
	
  Tel: 01388 420 555

	
   
	
   
	
   

	
   
	
   
	
  Fax: 01388 420 777

	
   
	
   
	
   




22 











	
   
	
  Copy to:
	
  Philip M Lynch

	
   
	
   
	
   

	
   
	
   
	
  One Commerce Park Square

	
   
	
   
	
   

	
   
	
   
	
  23200 Chagrin Blvd. Suite 107

	
   
	
   
	
   

	
   
	
   
	
  Beachwood, OH 44122

	
   
	
   
	
   

	
   
	
   
	
  Tel: 216-595-1740

	
   
	
   
	
   

	
   
	
   
	
  Fax: 216-595-1741

	
   
	
   
	
   

	
   
	
  If to NTI, to:
	
  Northern Technologies International Corporation

	
   
	
   
	
   

	
   
	
   
	
  6680 North Highway 49

	
   
	
   
	
   

	
   
	
   
	
  Lino Lakes, MN 55014

	
   
	
   
	
   

	
   
	
   
	
  Attention: President

	
   
	
   
	
   

	
   
	
   
	
  Tel: 612-784-1250

	
   
	
   
	
   

	
   
	
   
	
  Fax: 612-784-2902

	
   
	
   
	
   

	
   
	
  Copy to:
	
  Philip M. Lynch

	
   
	
   
	
   

	
   
	
   
	
  One Commerce Park Square

	
   
	
   
	
   

	
   
	
   
	
  23200 Chagrin Blvd. Suite l07

	
   
	
   
	
   

	
   
	
   
	
  Beachwood, OH 44122

	
   
	
   
	
   

	
   
	
   
	
  Tel: 216-595-1740

	
   
	
   
	
   

	
   
	
   
	
  Fax: 216-595-1741






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




23











	
  10.8
	
  Entire Agreement. 

	
   
	
   

	
   
	
  This Management and Sales Representation Agreement,
  together with the Joint Venture Agreement and the other Ancillary Agreements
  and any other documents now or subsequently referred to herein or attached hereto
  which form a part of this Agreement, contain the entire understanding of the
  parties hereto. There are no prior representations, promises, warranties,
  covenants, agreements or undertakings other than those expressly set forth or
  provided for in this Agreement, the Joint Venture Agreement and the other
  Ancillary Agreements, and the same supersede all prior agreements and
  understandings between the Parties with respect to the relationships and
  transactions contemplated by this Agreement. 

	
   
	
   

	
  10.9
	
  Validity of Provisions. 

	
   
	
   

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

	
   
	
   

	
  10.10
	
  Governmental Filings. 

	
   
	
   

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




24 











	
  10.11

  	
  Payments. 

  
	
   
	
   

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

  
	
   
	
   

	
  10.12
	
  Derivative Enforcement. 

	
   
	
   

	
   
	
  NTI may, derivatively for and on behalf of the
  Company, enforce the terms hereof against TP, its Agents, and/or the Agents
  and/or the Submanufacturers of the Company in the event of a material Breach
  or Default of this Agreement. In the event of derivative enforcement
  hereunder, the matter shall be submitted to arbitration in accordance with
  the provisions of Article 9 hereof. 

	
   
	
   

	
  10.13
	
  Changes Subject to Approval of NTI.
  

	
   
	
   

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

	
   
	
   

	
  10.14
	
  Applicable Law 

	
   
	
   

	
   
	
  This Agreement shall be read and construed in
  accordance with and be governed by the laws of England. 

	
   
	
   

	
  10.15
	
  RTPA 

	
   
	
   

	
   
	
  No provision of this Agreement, or of any
  arrangement of which it forms part, by virtue of which such agreement or
  arrangement is subject to registration under the Restrictive Trade Practices
  Act 1976, shall take effect until the day after particulars of such agreement
  or arrangement have been furnished to the Director General of Fair Trading
  pursuant to that Act. Particulars shall, if necessary, be furnished to the
  Director General of Fair Trading within three months of the date of this
  Agreement. 




25 










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


	
   
	
  TAYLOR PACKAGING (BISHOP
	
   

	
   
	
  AUCKLAND) LIMITED
	
   

	
   
	
   
	
   

	
   
	
  By 
	
  /s/
	
   

	
   
	
   
	
   
	
  



  	
   

	
   
	
   
	
   

	
   
	
  ZERUST (UK) LIMITED
	
   

	
   
	
   
	
   

	
   
	
  By 
	
  /s/
	
   

	
   
	
   
	
   
	
  



  	
   




26 










ANNEX I 


APPROVAL
OF NORTHERN TECHNOLOGIES INTERNATIONAL


CORPORATION


By its signature hereto
Northern Technologies International Corporation approves and agrees to the
terms and provisions of this Management and Sales Representation Agreement and the
Trade Secrecy Agreement attached hereto, and agrees to be bound thereto to the
extent that such terms and provisions 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
Agreement. 


	
   
	
  NORTHERN TECHNOLOGIES

	
   

	
   
	
  INTERNATIONAL CORPORATION

	
   
	
   

	
   
	
  By
	
  /s/ Philip M. Lynch




27 










ANNEX II 

TRADE
SECRECY AGREEMENT 

THIS
AGREEMENT, dated this [           ] day of [        
               ] 

BETWEEN:-


	
  (1)
	
  ZERUST (UK) LIMITED
  a company incorporated under the laws of England and Wales with number
  3248266 and whose registered office is at Meadowfield Avenue, Green Lane
  Industrial Estate, Spennymoor, Co Durham. DLI6 6YT (“the Company”); 

	
   
	
   

	
  (2)
	
  [                                 ] (“the
  Agent”); and 

	
   
	
   

	
  (3)
	
  NORTHERN TECHNOLOGIES INTERNATIONAL
  CORPORATION, a company organised under the laws of the
  State of Delaware, USA (“NTI”) the principal place of business of which is
  Lino Lakes, Minnesota, USA. 




WHEREAS, the Company is engaged in the development,
manufacture, and sale of various products and services and in research work
and, in such activities, utilizes secret and confidential techniques, methods,
processes, equipment, formulae, customer lists and information; 

WHEREAS, the Company
receives Technical Assistance and Marketing Support from Northern Technologies
International Company (“NTI”) for the Promotion, Sale and Application of
polyethylene film and solid material of polyethylene substance in the form of
boxes, tubes and other containers utilizing the trademark “ZERUST” in the
Territory (the “Product”); and 


WHEREAS, the Company and
NTI have expended and will continue to expend substantial sums of money to
train the Agent in the Company’s business including but not limited to
marketing the Product, and without which expenditures the Agent would have no
such training in the Company’s business and marketing the Product; and 

28










WHEREAS, the Company and
NTI have imparted and will continue to impart to the Agent in the course of his
employment and training information pertaining to the Product, certain
processes, technical knowhow, marketing and sales techniques, customer
identities and other confidential information not now known to the general
public, which knowhow and information constitute valuable, proprietary and
confidential trade secrets of the Company and NTI; 

NOW THEREFORE, in
consideration of the employment of the Agent by the Company, the special
training with respect to the Company’s buisness and the Product to be provided
to him, and the salary to be paid to the Agent by the Company during the term
of his employment, it is agreed as follows: 

	
  1.
	
  The Agent agrees that during his employment by the
  Company and for so long thereafter as the same has not (other than a result
  of disclosure by the Company) entered the public domain, he will not, without
  the prior written consent of the Company and NTI, (i) use outside of the
  service of the Company or (ii) disclose or divulge to anyone other than
  persons designated by the Company, any of the following: 

	
   
	
   

	
   
	
  a.
	
  any knowledge or information of a confidential
  nature acquired by him with respect to the trade secrets of NTI including,
  but not limited to, process, techniques, research, methods technology,
  equipment, formulae, pricing, cost data, technical knowhow, memoranda,
  marketing/sales strategy, promotion, suppliers and customers which he now
  knows or other confidential information of the Company or NTI, knowledge of
  which is acquired by the Agent during the term of his employment by the
  Company (collectively, “Trade Secrets”). 

	
   
	
   
	
   

	
   
	
  b.
	
  any of the unpublished records, books of account,
  documents, letters, diagrams, computer disks, papers or memoranda of NTI or
  (collectively “Internal Data”). 




29 











	
  2.

  	
  The Agent shall at no time copy, remove from their
  proper location, or retain without the Company’s prior written consent, the
  originals or copies of such Trade Secrets or Internal Data. 

	
   
	
   

	
  3.
	
  The Agent shall not, for a period of three (3) years
  subsequent to the termination of his employment with the Company for any
  reason, compete, directly or indirectly (whether as an employee, partner,
  investor, shareholder or director), or accept any employment with any person
  or company competing with the Company in the marketing, sale of manufacturing
  of the Product or products similar thereto in any place in the Territory
  which are competitive in nature to the business of the Company, if such
  employment would in its inherent nature require the Agent to utilize any of
  the Trade Secrets, Internal Data or portions thereof. 

	
   
	
   

	
  4.
	
  The Agent and the Company hereby agree and
  acknowledge that NTI is an intended beneficiary of this Trade Secrecy
  Agreement and that NTI shall have the incontroversible right to enforce this
  Trade Secrecy Agreement independently of the Company, if NTI, in its sole
  judgement, chooses to do so, and may proceed directly against the Agent for
  any breach of the Agent’s obligations hereunder to the full extent of the law.
  




IN WITNESS WFIEREOF, the parties hereto have executed
and delivered this Agreement as a Deed on the day and year first above written.


30