POLYMER
ENERGY


JOINT
VENTURE AGREEMENT


DATED
AS OF JUNE 26, 2003










TABLE
OF CONTENTS


	
  ARTICLE 1 -
  DEFINITIONS

  	
  1

  
	
   
	
   

	
   
	
  1.1
	
  Affiliate
	
  1

	
   
	
  1.2
	
  Agents
	
  1

	
   
	
  1.3
	
  Ancillary
  Agreements
	
  1

	
   
	
  1.4
	
  Atagencer
	
  2

	
   
	
  1.5
	
  At Cost
	
  2

	
   
	
  1.6
	
  Business
	
  2

	
   
	
  1.7
	
  Change of Control
	
  2

	
   
	
  1.8
	
  Company
	
  2

	
   
	
  1.9
	
  Effective Date
	
  2

	
   
	
  1.10
	
  Intellectual
  Property Rights
	
  2

	
   
	
  1.11
	
  Joint Venture
  Agreement
	
  2

	
   
	
  1.12
	
  Know-How
	
  3

	
   
	
  1.13
	
  Materials
	
  3

	
   
	
  1.14
	
  Net Sales
	
  3

	
   
	
  1.15
	
  New Technology
	
  3

	
   
	
  1.16
	
  NTI
	
  3

	
   
	
  1.17
	
  Operating Agreement
	
  3

	
   
	
  1.18
	
  Other Agreed Upon
  Technologies
	
  3

	
   
	
  1.19
	
  Parties
	
  3

	
   
	
  1.20
	
  Person
	
  4

	
   
	
  1.21
	
  Polymer Recycling
  Technology
	
  4

	
   
	
  1.22
	
  Processes
	
  4

	
   
	
  1.23
	
  Products
	
  4

	
   
	
  1.24
	
  Prototype
	
  4

	
   
	
  1.25
	
  Services
	
  4

	
   
	
  1.26
	
  Shareholder
	
  4

	
   
	
  1.27
	
  Shares
	
  4

	
   
	
  1.28
	
  Territory
	
  4

	
   
	
  1.29
	
  Tokarz
	
  4

	
   
	
  1.30
	
  Tokarz Trust
	
  4

	
   
	
  1.31
	
  Trademarks
	
  4

	
   
	
  1.32
	
  Trade Secrets
	
  5

	
   
	
  1.33
	
  Zalewski
	
  5

	
   
	
  1.34
	
  Zalewski Trust
	
  5

	
   
	
   
	
   
	
   

	
  ARTICLE 2 - MUTUAL
  REPRESENTATIONS
	
  5

	
   
	
   

	
   
	
  2.1
	
  Representations of
  NTI
	
  5

	
   
	
  2.2
	
  Representations of
  the Parties (other than NTI).
	
  5

	
   
	
   
	
   
	
   

	
  ARTICLE 3 -
  PURPOSES OF THE JOINT VENTURE
	
  6

					



i











	
  ARTICLE 4 -
  FORMATION OF JOINT VENTURE ENTITY

  	
  7

  
	
   
	
   

	
   
	
  4.1
	
  Formation of the
  Company
	
  7

	
   
	
  4.2
	
  LLC Documents
	
  7

	
   
	
  4.3
	
  Capitalization
	
  7

	
   
	
  4.4
	
  Consideration for
  Issuance of Shares to the Parties
	
  7

	
   
	
  4.5
	
  Parallel Rights to
  Subscribe for Additional Shares
	
  8

	
   
	
   
	
   
	
   

	
  ARTICLE 5 -
  ANCILLARY AGREEMENTS
	
  8

	
   
	
   

	
   
	
  5.1
	
  Execution of
  Ancillary Agreements
	
  8

	
   
	
  5.2
	
  Ancillary
  Agreements Incorporated by Reference
	
  8

	
   
	
   
	
   
	
   

	
  ARTICLE 6 -
  MANAGERS AND CEO
	
  8

	
   
	
   

	
   
	
  6.1
	
  Election of
  Managers
	
  8

	
   
	
  6.2
	
  Substitute Managers
	
  9

	
   
	
  6.3
	
  Chairman and Vice
  Chairman of the Company
	
  9

	
   
	
   
	
   
	
   

	
  ARTICLE 7 -
  RESPONSIBILITIES AND DUTIES OF THE PARTIES
	
  9

	
   
	
   

	
   
	
  7.1
	
  Responsibilities of
  the Parties
	
  9

	
   
	
  7.2
	
  Specific
  Responsibilities and Duties of Individual Parties
	
  9

	
   
	
  7.3
	
  Actions Requiring
  Consent of All Parties
	
  9

	
   
	
  7.4
	
  Special Resolutions
	
  11

	
   
	
  7.5
	
  Development of
  Prototype(s).
	
  11

	
   
	
   
	
   
	
   

	
  ARTICLE 8 -
  DEVELOPMENT OF THE COMPANY’S AGENTS
	
  11

	
   
	
   

	
   
	
  8.1
	
  Development of
  Company’s Agents
	
  11

	
   
	
  8.2
	
  Corporate
  Governance Policies
	
  12

	
   
	
   
	
   
	
   

	
  ARTICLE 9 -
  PAYMENTS TO RELATED PARTIES FOR SERVICES
	
  12

	
   
	
   

	
   
	
  9.1
	
  Payments to Related
  Parties for Services Performed
	
  12

	
   
	
  9.2
	
  Payments with
  Respect to Other Agreed Upon Technologies
	
  12

	
   
	
  9.3
	
  Payments Related to
  Special Programs
	
  13

	
   
	
  9.4
	
  Limitation of
  Compensation to Related Parties
	
  13

	
   
	
   
	
   
	
   

	
  ARTICLE 10 -
  COVERAGE OF FINANCIAL SHORTFALLS
	
  13

	
   
	
   

	
  ARTICLE 11 -
  FINANCIAL BOOKS AND RECORDS - BANKING
	
  13

	
   
	
   

	
   
	
  11.1
	
  Fiscal Year
	
  13

	
   
	
  11.2
	
  Access to Books and
  Records
	
  14

	
   
	
  11.3
	
  Bank Accounts
	
  14

	
   
	
   
	
   
	
   

	
  ARTICLE 12 -
  INSURANCE
	
  14

	
   
	
   

	
   
	
  12.1
	
  Independent
  Insurance Coverage
	
  14

	
   
	
  12.2
	
  Inclusion of the
  Company as a Named Insured Under the Insurance Coverage of a Party
	
  14

	
   
	
   
	
   
	
   

	
  ARTICLE 13 -
  PROTECTION OF  COMPANY TRADE SECRETS
	
  14

	
   
	
   

	
   
	
  13.1
	
  Recognition of
  Trade Secrets
	
  14

	
   
	
  13.2
	
  Protection of
  Company Trade Secrets by Parties
	
  15

	
   
	
  13.3
	
  Protection of
  Company Trade Secrets by Agents
	
  15

	
   
	
  13.4
	
  Remedies in the
  Event of a Violation
	
  16




ii











	
  ARTICLE 14 -
  PROTECTION OF SHAREHOLDER TRADE SECRETS

  	
  16

  
	
   
	
   

	
   
	
  14.1
	
  Identification of
  Shareholder Trade Secrets
	
  16

	
   
	
  14.2
	
  Protection of
  Shareholder Trade Secrets
	
  16

	
   
	
  14.3
	
  Shareholder Trade
  Secrecy Agreements
	
  16

	
   
	
  14.4
	
  Remedies in the
  Event of a Violation
	
  17

	
   
	
   
	
   
	
   

	
  ARTICLE 15 -
  CORPORATE OPPORTUNITY DOCTRINE
	
  17

	
   
	
   

	
   
	
  15.1
	
  Observance of
  Corporate Opportunity Doctrine
	
  17

	
   
	
  15.2
	
  Agreement Not to
  Divert Resources
	
  18

	
   
	
  15.3
	
  Remedies for Breach
	
  18

	
   
	
   
	
   
	
   

	
  ARTICLE 16 -
  LICENSE OF IMPROVEMENTS TO THE COMPANY
	
  18

	
   
	
   

	
   
	
  16.1
	
  Disclosure of
  Improvements
	
  18

	
   
	
  16.2
	
  Grant of License to
  the Company
	
  18

	
   
	
  16.3
	
  Obligations to File
  New Patents
	
  19

	
   
	
  16.4
	
  Review of
  Potentially Infringing Technology
	
  19

	
   
	
  16.5
	
  Unrelated
  Technologies
	
  19

	
   
	
   
	
   
	
   

	
  ARTICLE 17 - TERM
  OF AGREEMENT
	
  20

	
   
	
   

	
   
	
  17.1
	
  Indefinite Term
	
  20

	
   
	
  17.2
	
  Termination
	
  20

	
   
	
  17.3
	
  Termination Upon
  Change of Control of a Party
	
  20

	
   
	
  17.4
	
  Termination Upon
  Bankruptcy or Insolvency
	
  20

	
   
	
  17.5
	
  Payment of Amounts
  Due
	
  21

	
   
	
  17.6
	
  Cooperation Upon
  Termination
	
  21

	
   
	
  17.7
	
  Non-Release of
  Obligations
	
  21

	
   
	
  17.8
	
  Cessation of Rights
  Upon Termination
	
  21

	
   
	
  17.9
	
  Liquidation and
  Wind-up of the Business
	
  21

	
   
	
   
	
   
	
   

	
  ARTICLE 18 -
  DEFAULT
	
  22

	
   
	
   

	
   
	
  18.1
	
  Event of Default
	
  22

	
   
	
  18.2
	
  Remedies Upon
  Default or Breach
	
  22

	
   
	
  18.3
	
  Non-Waiver of
  Rights
	
  23

	
   
	
   
	
   
	
   

	
  ARTICLE 19 -
  DISPUTE RESOLUTION
	
  23

	
   
	
   

	
   
	
  19.1
	
  Dispute Resolution
  by Arbitration
	
  23

	
   
	
  19.2
	
  Disputes Not
  Subject to Arbitration
	
  24

	
   
	
  19.3
	
  Conduct of
  Arbitration Proceedings
	
  24

	
   
	
  19.4
	
  Designation of the
  “Prevailing Party
	
  24

	
   
	
  19.5
	
  Punitive Damages
  Excluded
	
  24

	
   
	
   
	
   
	
   

	
  ARTICLE 20 - NO
  PARTNERSHIP
	
  25

	
   
	
   

	
  ARTICLE 21 -
  RECIPROCAL INDEMNIFICATION
	
  25




iii











	
  ARTICLE 22 -
  GENERAL PROVISIONS

  	
  25

  
	
   
	
   
	
   
	
   

	
   
	
  22.1
	
  Benefit of Parties
	
  25

	
   
	
  22.2
	
  Counterparts
	
  26

	
   
	
  22.3
	
  Cooperation
	
  26

	
   
	
  22.4
	
  Index, Captions,
  Definitions and Defined Terms
	
  26

	
   
	
  22.5
	
  Waiver of
  Compliance
	
  26

	
   
	
  22.6
	
  Force Majeure
	
  26

	
   
	
  22.7
	
  Notices
	
  26

	
   
	
  22.8
	
  Entire Agreement
	
  27

	
   
	
  22.9
	
  Validity of
  Provisions
	
  28

	
   
	
  22.10
	
  Governmental
  Filings
	
  28

	
   
	
  22.11
	
  Payments
	
  28

	
   
	
  22.12
	
  Derivative
  Enforcement by Each Party
	
  28

	
   
	
  22.13
	
  Publicity
	
  28

	
   
	
  22.14
	
  Ratification by the
  Company
	
  28

	
   
	
  22.15
	
  Brokers
	
  28




iv










POLYMER
ENERGY


JOINT
VENTURE AGREEMENT


                    THIS
JOINT VENTURE AGREEMENT (“Agreement”), is entered into as of June 26, 2003 by
and among ZBIGNIEW TOKARZ, TRUSTEE U/A DATED JUNE 26, 2003 (“Tokarz Trust”),
MACIEJ ZALEWSKI, TRUSTEE U/A DATED JUNE 26, 2003 (“Zalewski Trust”), ATAGENCER
LLC, an Ohio limited liability company (“Atagencer”), and NORTHERN TECHNOLOGIES
INTERNATIONAL CORPORATION, a corporation organized under the laws of the State
of Delaware, U.S.A.  (“NTI”).  The Tokarz Trust, the Zalewski Trust,
Atagencer and NTI are each sometimes hereinafter referred to as a “Party” and
are collectively hereinafter referred to as the “Parties.”


RECITALS:

                    WHEREAS,
the Parties desire to form a Joint Venture in the form of a new limited
liability company organized under the laws of Ohio, U.S.A.  to engage in the “Business” (as hereinafter
defined); and

                    WHEREAS,
the Joint Venture shall be called Polymer
Energy, LLC (the “Company”);

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

ARTICLE 1

DEFINITIONS

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

                    1.1     Affiliate. Any Person
that controls, is controlled by, or is under common control with, another
Person.  


                    1.2     Agents. The
officers, employees, consultants or other representatives of any of the Parties
or of the Company.  

                    1.3     Ancillary Agreements. The following are the
Ancillary Agreements and the Parties thereto:

	
   
	
  (a)
	
  License Agreement.  License Agreement dated as of the
  Effective Date between Zbigniew Tokarz, Trustee U/A Dated June 26, 2003, as
  licensor, and the Company, as licensee, concerning the Polymer Recycling
  Technology (“License Agreement”).  




1











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

	
   
	
   
	
   

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

	
   
	
   
	
   

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




                    1.4     Atagencer. Atagencer,
LLC, a limited liability company organized under the laws of the State of Ohio,
U.S.A.  

                    1.5     At Cost. Without
profit component of any kind, direct or indirect, to the particular Party in
the given case (although nothing herein shall preclude such Party from
recovering all costs - direct and indirect - arising out of any transaction
with the proscription “At Cost”).


                    1.6     Business. The
commercial exploitation of the Polymer Recycling Technology and any Other
Agreed Upon Technology throughout the Territory, including the manufacturing,
promotion and sale of Products, the providing of Services, and all othr methods
of commercialization of the Intellectual Property Rights.

                    1.7     Change of Control. Any
change in ownership, management, control or scope of business activities of a
Party that could affect the performance of the duties and/or obligations of
such Party under this Agreement or any of the Ancillary Agreements.  

                    1.8     Company. Polymer
Energy, LLC, a limited liability company organized under the laws of the State
of Ohio, U.S.A. as a joint venture entity pursuant to this Agreement to conduct
the Business in the Territory.   

                    1.9     Effective Date. The
date of this Agreement.

                    1.10     Intellectual Property Rights. The Polymer Recycling Technology and
any Other Agreed Upon Technology, including the Know-How, Materials, Processes,
Trademarks, and Trade Secrets, (all as hereinafter defined), collectively, as
the same currently exist and shall hereafter be modified, developed and/or
acquired by the Company.  

                    1.11     Joint Venture Agreement.
This Joint Venture Agreement by and among the Parties relating to the formation
and governance of the Company and the conduct of the Business.


                    1.12     Know-How. The
technology, formulae, methods and procedures developed by the Company which are
unique in nature and essential or useful in the commercial exploitation of the
Polymer Recycling Technology and any Other Agreed Upon Technologies, together
with all improvements and modifications with respect thereto.

2











                    1.13     Materials. The
constituent materials and chemicals of one or more formulations developed by
the Company which are required for commercial exploitation of the Polymer
Recycling Technology and any Other Agreed Upon Technologies.  

                    1.14     Net Sales. The gross
proceeds received by the Company from the commercial exploitation of the
Polymer Recycling Technology and any Other Agreed Upon Technologies in normal,
bona fide commercial transactions on an arm’s length basis to, by, with, or
through an entity which is not affiliated with any Party to this Agreement,
less (i) sales discounts (including sales rebates); (ii) sales returns; (iii)
shipping and transaction costs, such as Value Added Tax, CIF charges and
packaging expenses; and (iv) sales commissions to third parties.

                    1.15     New Technology. Any
new technology developed by any of Atagencer, Mehmet Gencer, Tokarz, the Tokarz
Trust, Zalewski or the Zalewski Trust during the term of this Agreement that is
determined by the Parties to be desirable by the Company as part of the
Business and that subsequently becomes an Other Agreed Upon Technology.  

                    1.16     NTI. Northern
Technologies International Corporation, a corporation organized under the laws
of the State of Delaware, U.S.A.  


                    1.17     Operating Agreement.
The Operating Agreement of the Company dated as of the Effective Date and
signed by the Parties to this Agreement. 


                    1.18     Other Agreed Upon Technologies.
In conformity with the objectives of the Parties to expand the Business over
time, products, materials and/or technologies, including any New Technology,
identified by the Parties over time which are both compatible with the Business
and susceptible of being profitably marketed through and/or by the Company in
the Territory.  Upon agreement of the
Parties, in writing, to adopt such new products, materials and/or technologies
within the scope of the Company’s activities, and successful negotiation of all
requisite commercial rights to commercialize such new products, materials
and/or technologies in the Territory, such new products, materials and/or
technologies shall be deemed to be incorporated within the Business as “Other
Agreed Upon Technologies” to be treated as set forth in this Agreement and/or
the Ancillary Agreements.  

                    1.19     Parties. The Parties
to this Agreement and/or the Ancillary Agreements, as applicable, and their
successors and permitted assigns.

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

                    1.21     Polymer Recycling Technology.
A method for continuous conversion of polyolefinic plastics wastes (such as
polyethylene or polypropylene) to a liquid mixture of non-saturated and
saturated hydrocarbons, constituting high quality paraffin, and a device to
realize said method, including, without limitation, certain rights to the
patents, patent applications, know-how and related intellectual property
described in Exhibit A
attached hereto.


3










                    1.22     Processes. The
procedures utilizing the Know-How for the manufacture of Products as developed
and specified by the Company, together with any improvements of and
modifications to the same as it relates to the manufacturing of Products,
together with future technology, knowledge and product development which is
useful in the manufacture of Products.  

                    1.23     Products. Any
products, including machinery and equipment, manufactured by or for the Company
utilizing the Polymer Recycling Technology and any Other Agreed Upon
Technologies, incorporating the Materials or Processes, or utilizing the
Trademarks, all of which have been developed by and are owned and/or licensed
by the Company.  

                    1.24     Prototype. A prototype
of the machinery and equipment required to practice or use the Polymer
Recycling Technology.  

                    1.25     Services. Services
utilizing or based upon the Polymer Recycling Technology or any Other Agreed
Upon Technology.

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


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

                    1.28     Territory. All NAFTA
countries (including Canada, the United States and Mexico) and all countries of
Asia (including all ASEAN countries as well as India, Japan, China and Turkey),
as well as any other countries as shall be agreed among the Parties.  

                    1.29     Tokarz. Zbigniew
Tokarz, a natural Person. 

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

                    1.31     Trademarks. Any
trademarks now or hereafter owned or licensed by the Company in connection with
the Business, including all trade literature, technical specifications and
application instructions and promotional material pertaining thereto, together
with all ancillary trademark registrations, which may differ between various
jurisdictions.  

                    1.32     Trade Secrets. Trade
Secrets includes both Company Trade Secrets (as defined in Section 13.1 of this
Agreement) and Shareholder Trade Secrets (as defined in Section 14.1 of this
Agreement).

                    1.33     Zalewski. Maciej
Zalewski, a natural Person.


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

4










ARTICLE 2

MUTUAL
REPRESENTATIONS

                    2.1     Representations of NTI. NTI hereby represents and warrants
to the other Parties to this Agreement as follows:

	
   
	
  (a)
	
  Organization and Standing.  NTI is a corporation duly organized,
  validly existing and in good standing under the laws of the State of
  Delaware, U.S.A.  NTI is qualified to
  do business in and in good standing under the laws of the State of Ohio,
  U.S.A.

	
   
	
   
	
   

	
   
	
  (b)
	
  Due Authorization.  This Agreement and the Ancillary
  Agreements to which NTI is a Party have been duly authorized by appropriate
  corporate action of NTI and are binding upon NTI in accordance with their
  respective terms.

	
   
	
   
	
   

	
   
	
  (c)
	
  No Violation of Other Agreements.  By entering into this Agreement and any of
  the Ancillary Agreements to which it is a Party, NTI will not violate or
  cause a default to occur under any other agreements to which it is a party.

	
   
	
   
	
   

	
   
	
  (d)
	
  Absence of Litigation.  There are no lawsuits or legal actions
  pending or, to the knowledge of NTI, threatened against NTI that would have a
  material adverse effect upon NTI’s ability to perform its obligations under
  this Agreement or the Ancillary Agreements to which it is a Party.




                    2.2     Representations of the Parties (other
than NTI). Each of the Parties (other than NTI) hereby
represents and warrants to the other Parties as follows:

	
   
	
  (a)
	
  Organization and Standing.  Each such Party that is an entity is duly
  organized, validly existing and is in good standing under the laws of the
  jurisdiction of its organization and is in good standing under the laws of
  the jurisdiction where it has its principal place of business.

	
   
	
   
	
   

	
   
	
  (b)
	
  Due Authorization.  This Agreement and the Ancillary
  Agreements to which it is a Party have been duly authorized by appropriate
  action of such Party and the same are binding upon such Party in accordance
  with their respective terms.

	
   
	
   
	
   

	
   
	
  (c)
	
  No Violation of Other Agreements.  By entering into this Agreement and any of
  the Ancillary Agreements to which it is a Party, such Party will not violate
  or cause a default to occur under any other agreements to which it is a
  party.




5











	
   
	
  (d)
	
  Absence of Litigation.  There are no lawsuits or legal actions
  pending or, to the knowledge of such Party threatened against such Party that
  would have a material adverse effect upon such Party’s ability to perform its
  obligations under this Agreement or the Ancillary Agreements to which it is a
  Party.




ARTICLE 3

PURPOSES
OF THE JOINT VENTURE


                    The
purposes of the Joint Venture are to:


	
   
	
  (a)
	
  conduct the Business for the benefit of the Parties;

	
   
	
   
	
   

	
   
	
  (b)
	
  protect and preserve the Intellectual Property
  Rights in the Territory under the terms of this Agreement and the Ancillary
  Agreements;

	
   
	
   
	
   

	
   
	
  (c)
	
  manufacture, promote and sell Products and perform
  Services in the Territory under the terms hereof and of the Ancillary
  Agreements; and

	
   
	
   
	
   

	
   
	
  (d)
	
  provide for the implementation of the Ancillary
  Agreements for the benefit of the respective Parties.




ARTICLE 4

FORMATION
OF JOINT VENTURE ENTITY


                    4.1     Formation of the Company. With the signing of this Agreement,
the Parties have signified their agreement that the Company, which was
organized prior to the date of this Agreement but which has not yet engaged in
any business, shall be used as the joint venture entity among the Parties
pursuant to this Agreement.  The
Company’s name shall be Polymer Energy, LLC. 
The Company’s principal place of business shall be 23205 Mercantile
Road, Beachwood, Ohio  44122 or at such
other place as may be determined by the Parties.


                    4.2     LLC Documents. Copies of the Articles of
Organization and the Operating Agreement have been provided to the
Parties.  In the event of any
inconsistency between this Agreement and either the Articles of Organization or
the Operating Agreement of the Company, the provisions of this Agreement shall
govern.

6







                    4.3     Capitalization. Ten
Thousand (10,000) Shares of the Company shall be subscribed for by and issued
to the Parties as follows:



	
  Name and Address
	
   
	
  Percentage

  Ownership
	
   
	
  Number of

  Shares

	
  



  	
   
	
  



  	
   
	
  



  
	
  Northern Technologies International 

  Corporation, a Delaware Corporation
	
   
	
  50.00%
	
   
	
  5,000 sh.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
  Zbigniew Tokarz, Trustee
	
   
	
  25.00%
	
   
	
  2,500 sh.

	
  U/A Dated June 26, 2003
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
  Maciej Zalewski, Trustee
	
   
	
  12.50%
	
   
	
  1,250 sh.

	
  U/A Dated June 26, 2003
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
   

	
  Atagencer LLC, an Ohio limited

  liability company
	
   
	
  12.50%
	
   
	
  1,250 sh.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  Total  100.00%
	
   
	
  10,000
  sh.




The consideration for the issuance of Shares by the
Company is set forth in Section 4.4 below.

                    4.4     Consideration for Issuance of Shares to
the Parties. In consideration for Zbigniew Tokarz, Trustee
U/A June 26, 2003 licensing the Polymer Recycling Technology to the Company
pursuant to the terms of the License Agreement, the Parties shall cause the
Company to issue 2,500 Shares to the Tokarz Trust.  In consideration for NTI entering into the Management Agreement
with the Company, the Parties shall cause the Company to issue 5,000 Shares to
NTI.  In consideration for each of the
Zalewski Trust and Atagencer entering into separate Technical Assistance Agreements
with the Company, the Parties shall cause the Company to issue 1,250 Shares to
each of the Zalewski Trust and Atagencer.


                    4.5     Parallel Rights to Subscribe for
Additional Shares. If additional Shares are hereafter to be
issued by the Company, the Shareholders of the Company shall have the right to
purchase such additional Shares in the same proportion as their holdings of
Shares at the time of the issuance thereof.

ARTICLE 5

ANCILLARY
AGREEMENTS

                    5.1     Execution of Ancillary Agreements.
In furtherance of the Business, the Parties and the Company shall enter into
the following (collectively, the “Ancillary Agreements”) which shall each be
effective as of the Effective Date:

	
   
	
  (a)
	
  the License Agreement;

	
   
	
   
	
   

	
   
	
  (b)
	
  the Technical Assistance Agreements;

	
   
	
   
	
   

	
   
	
  (c)
	
  the Management Agreement; and

	
   
	
   
	
   

	
   
	
  (d)
	
  the Operating Agreement.




7










                    5.2     Ancillary Agreements Incorporated by
Reference. The provisions of the Ancillary Agreements are
incorporated herein by reference and made a part hereof.


ARTICLE 6

MANAGERS
AND CEO

                    6.1     Election of Managers.
The Company shall have a Board of Managers consisting of six (6) Persons.  NTI shall have the right to designate three
(3) Managers, who shall initially be Philip M. Lynch, Patrick Lynch and Anna
Zalewska.  Atagencer shall have the
right to designate one (1) Manager, who shall initially be Mehmet Gencer.  The Tokarz Trust shall have the right to
designate two (2) Managers, who shall initially be Tokarz and Zalewski.  The Parties, as Shareholders of the Company,
agree that at meetings of Shareholders they shall cast their entire vote in
favor of any person(s) designated by the other Parties as Managers or
Substitute Managers (as hereinafter defined) to fill their pro rata share of
Manager positions in accordance with the provisions hereof.

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

                    6.3     Chairman and Vice Chairman of the Company.
Zalewski shall be designated the Chairman of the Company (“Chairman”) and
Philip M. Lynch shall be designated the Vice Chairman of the Company (“Vice
Chairman”), with the responsibility and authority to implement this Agreement
and the Ancillary Agreements, as well as such resolutions as may be passed from
time to time by the Board of Managers of the Company.  Any successor as Chairman or Vice Chairman, and designation of
any other officers of the Company that may be appointed from time to time shall
be approved by the Board of Managers and shall be further subject to the
approval of NTI, which approval shall not be unreasonably withheld.

ARTICLE 7


RESPONSIBILITIES
AND DUTIES OF THE PARTIES


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


                    7.2     Specific Responsibilities and Duties of
Individual Parties. Specific responsibilities and duties to
be fulfilled by individual Parties to this Agreement are set forth in the
Ancillary Agreements.

8







                    7.3     Actions Requiring Consent of All Parties.
In addition to other provisions of this Agreement and/or the Ancillary
Agreements requiring the consent or approval of all the Parties, the unanimous
specific written consent of each Party hereto shall be required before the
Company may take any of the following actions:




	
   
	
  (a)
	
  Establish annual operating budgets for the Company
  which Chief Executive Officer shall prepare and submit each such budget no
  later than June 30 of each year for the following fiscal year;

	
   
	
   
	
   

	
   
	
  (b)
	
  Determine the amount of funds to be allocated to the
  purchase of Other Agreed Upon Technologies;

	
   
	
   
	
   

	
   
	
  (c)
	
  Sell, assign, transfer, exchange or otherwise
  dispose of any assets of the Company, other than in the ordinary course of
  business;

	
   
	
   
	
   

	
   
	
  (d)
	
  Mortgage, pledge, encumber or hypothecate any of the
  assets of the Company;

	
   
	
   
	
   

	
   
	
  (e)
	
  Change the Company’s independent certified public
  accountants after the same have been appointed by the mutual consent of the
  Parties;

	
   
	
   
	
   

	
   
	
  (f)
	
  Change or allow a change in the accounting
  procedures employed in maintaining the Company’s books of account or in
  preparing financial statements with respect to the operations of the Company
  or the Business;

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  (h)
	
  File material litigation against third parties on
  behalf of the Company or confess judgment on behalf of the Company;

	
   
	
   
	
   

	
   
	
  (i)
	
  Amend the Articles of Organization or the Operating
  Agreement of the Company;

	
   
	
   
	
   

	
   
	
  (j)
	
  Cause the Company to issue any Shares or any debt
  securities or to increase its capitalization;

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  (l)
	
  Cause the Company to merge or consolidate with or
  into any other legal entity or acquire any other legal entity;

	
   
	
   
	
   

	
   
	
  (m)
	
  Cause the Company to dissolve or to liquidate;




9











	
   
	
  (n)
	
  Cause the Company to engage in any business activity
  that is outside the scope of the Business;

	
   
	
   
	
   

	
   
	
  (o)
	
  Form any subsidiary or other legal entity;

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  (q)
	
  Establish pricing, discount structures, and terms of
  trade for Products, Services and Other Agreed Upon Technologies in the
  Territory;

	
   
	
   
	
   

	
   
	
  (r)
	
  Sell, license or otherwise convey to any third party
  the Intellectual Property Rights or any right thereto deriving from this
  Agreement or the Ancillary Agreements;

	
   
	
   
	
   

	
   
	
  (s)
	
  Engage or dismiss the Chief Executive Officer and
  other key employees of the Company and/or fix compensation for such
  personnel, including bonuses and perquisites; and

	
   
	
   
	
   

	
   
	
  (t)
	
  Acquire fixed assets for and on behalf of the
  Company.

	
   
	
   
	
   




                    7.4     Special Resolutions.
Upon reaching unanimous agreement as to the actions set forth in Section 7.3,
hereof, the Parties shall vote their shares to adopt any special resolutions to
implement such actions as may be required by the laws of the State of Ohio,
U.S.A.

                    7.5     Development of Prototype(s).
Upon execution of this Agreement and the Ancillary Agreements by the Parties,
NTI shall make a capital contribution to the Company in the amount of Fifty
Thousand Dollars ($50,000) U.S., plus such additional amounts that will be
sufficient (in NTI’s judgment) to enable the Company to:


	
   
	
  (a)
	
  Pay the reasonable travel expenses of Tokarz to the
  United States to assist in the design and manufacturing of one or more
  Prototypes; and

	
   
	
   
	
   

	
   
	
  (b)
	
  Pay the cost of developing and manufacturing one or
  more Prototypes.




NTI’s aggregate financial obligation under this
Section 7.5 shall not exceed Fifty Thousand Dollars U.S. ($50,000), unless
otherwise agreed by NTI.

10










ARTICLE 8

DEVELOPMENT
OF THE COMPANY’S AGENTS

                    8.1     Development of Company’s Agents.
Depending on the development of business and within the judgment of the Board
of Managers, the Company may engage its own Agents to assist the Chief Executive
Officer in the performance of his duties and responsibilities, and to implement
actions taken by the Parties in performance of their duties and
responsibilities hereunder and as set forth in the Ancillary Agreements.

                    8.2     Corporate Governance Policies.
NTI shall be responsible to ensure that corporate governance policies
appropriate to the North American countries within the Territory, including but
not limited to human relations, compensation, terms of employment, taxation and
employee benefits, are implemented and maintained by the Company with respect
to all Agents, third party providers to the Company, and other individuals and
entities which now have or which come to have a commercial or financial
relationship of any nature with the Company. 
NTI shall cause one or more other Persons of its choice to be
responsible for ensuring that corporate governance policies appropriate to each
other country within the Territory are implemented and maintained by the
Company at such time as the Company begins conducting the Business in each such
country.


ARTICLE 9

PAYMENTS
TO RELATED PARTIES FOR SERVICES

                    9.1     Payments to Related Parties for Services
Performed. The following payments shall be made by the
Company to the Parties for services that they perform in the normal course of
business pursuant to this Agreement and the Ancillary Agreements:  

	
   
	
  (a)
	
  The Tokarz Trust shall be paid seven and one-half
  percent (7.5%) of Net Sales relating to the Polymer Recycling Technology and
  ten percent (10%) of Net Sales relating to any New Tokarz Technologies
  pursuant to the terms of the License Agreement as its total compensation
  under the License Agreement.

	
   
	
   
	
   

	
   
	
  (b)
	
  NTI shall be paid fifteen percent (15%) of Net Sales
  as its total compensation for services rendered pursuant to the terms of the
  Management Agreement;

	
   
	
   
	
   

	
   
	
  (c)
	
  The Zalewski Trust shall be paid three and
  three-quarters percent (3.75%) of Net Sales as its total compensation for
  services rendered pursuant to the terms of the Technical Assistance Agreement
  between the Company and the Zalewski Trust.

	
   
	
   
	
   

	
   
	
  (d)
	
  Atagencer shall be paid three and three-quarters
  percent (3.75%) of Net Sales as its total compensation for services rendered
  pursuant to the terms of the Technical Assistance Agreement between the
  Company and Atagencer.




11










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


                    9.3     Payments Related to Special Programs.
After the payments and distributions referred to in Sections 9.1 and 9.2 have
been made to the Parties, the Parties may determine that additional Special Programs
for Promotion and Development (“Special Programs”) may be necessary, desirable
or appropriate in any given fiscal year to accelerate the pace or redirect the
progression and evolution of the Company. 
In such event, upon prior unanimous approval by the Parties, additional
funds may be allocated by the Company for Special Programs to be conducted by
the Parties, which shall involve joint responsibility of the Parties in the
same percentage allocations as are set forth in Sections 9.1 and 9.2 of this Agreement.

                    9.4     Limitation of Compensation to Related
Parties. Except as otherwise provided in this Agreement and
the Ancillary Agreements, all financial transactions between the Company and
the Parties other than as set forth in Article 9 hereof shall be At Cost.


ARTICLE 10

COVERAGE
OF FINANCIAL SHORTFALLS

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

ARTICLE 11

FINANCIAL
BOOKS AND RECORDS - BANKING

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

12










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

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


ARTICLE 12

INSURANCE

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

                    12.2     Inclusion of the Company as a Named
Insured Under the Insurance Coverage of a Party. To the
extent possible, each Party shall include the Company as a named insured under
its own insurance coverage.

ARTICLE 13

PROTECTION
OF COMPANY TRADE SECRETS

                    13.1     Recognition of Trade Secrets.
Each Party acknowledges and agrees that all Intellectual Property Rights, Trade
Secrets, Know-How, Materials, Processes and other information relating to the
Business that is deemed confidential by the Company and designated as such by
the Company, including but not limited to all applications of the Intellectual
Property Rights, cost and cost accounting data, customer lists, competition,
marketing strategy, supply relationships, memoranda, diagrams, pictures,
computer software and programs as well as records contained therein, sales
information, financial information, pricing data and margins, are hereinafter referred
to as “Company Trade Secrets” and constitute valuable property rights of the
Company.

13









                    13.2     Protection of Company Trade Secrets by
Parties. During the term of this Agreement, as well as
following its termination and for all times thereafter, each Party shall keep
secret and confidential all Company Trade Secrets which it now knows or may
hereafter come to know as a result of this Agreement and the Ancillary
Agreements.  The Company Trade Secrets
shall not be disclosed by any of the Parties to third parties and shall be kept
secret and confidential, except (i) to the extent that such information has
entered into the public domain by means other than the improper actions of such
Party, (ii) to the extent that the disclosure thereof may be required
pursuant to the order of any court or other governmental body, or (iii) to
the extent that the disclosure thereof to third parties who have executed confidentiality
agreements reasonably acceptable to NTI is required in the ordinary course of
the Business as conducted by the Parties pursuant to this Agreement and the
Ancillary Agreements.  If a Company
Trade Secret shall be in the public domain as the result of the action of any
Party or any Agent thereof, then such Party shall nevertheless continue to keep
such Company Trade Secret secret and inviolate.


                    13.3     Protection of Company Trade Secrets by
Agents. No Party nor its Agents shall at any time copy,
remove from their proper location - be it within the Company or elsewhere – or
retain without the Company’s prior written consent, the originals or copies of
any Company Trade Secrets or of any of the unpublished records, books of
account, documents, letters, diagrams, computer disks, papers or memoranda of
any other Party or of the Company.  It
is understood that from time to time it may be necessary for certain of the
foregoing items to be copied or removed from their location; however, this
shall be done subject to the requirements of this Section, and the original
material shall be returned to its proper location as soon as possible and the
confidential nature and integrity of the foregoing as Company Trade Secrets
shall be strictly maintained both as to original documents and all copies
thereof.

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

	
   
	
   
	
   

	
   
	
  (b)
	
  All of the Parties are intended third party
  beneficiaries of the Company Trade Secrecy Agreements, and each of the
  Parties may in its sole discretion, on its own behalf or derivatively and/or
  on behalf of the Company, directly enforce the provisions of the Company
  Trade Secrecy Agreements and/or any breach thereof against all Persons who
  have executed the same.  




                    13.4     Remedies in the Event of a Violation.
In the event of any violation or threatened violation of the provisions of this
Article 13 by any Party or its Agents, the Company’s remedy at law will be
inadequate and the Company will suffer irreparable injury.  Accordingly, each Party consents to
injunctive and other appropriate equitable relief, without the need to post any
bond, upon the institution of legal proceedings therefor by the Company in any
court of competent jurisdiction to protect the Company Trade Secrets.  Such relief shall be in addition to any
other relief to which the Company may be entitled at law or in equity, which
shall include but not be limited to the right of immediate termination of this
Agreement in respect of such Party in the event of a violation of the
provisions of this Article 13.

14











ARTICLE 14

PROTECTION
OF SHAREHOLDER TRADE SECRETS

                    14.1     Identification of Shareholder Trade
Secrets. It is not intended that any Party must impart its
own technology or trade secrets to the Company.  The Parties recognize, however, that in order to further the
Business, a Party may impart information to the Company which such Party
considers to be proprietary in nature and thus wishes to be kept confidential
(“Shareholder Trade Secrets”), and that such Shareholder Trade Secrets may come
to be imparted to other Parties through the Company.  In order for such information to be treated as Shareholder Trade
Secrets, a Party must notify the Company and the other Parties in writing in
advance of any disclosure that the information it is about to disclose
constitutes Shareholder Trade Secrets.

                    14.2     Protection of Shareholder Trade Secrets.
During the term of this Agreement, and following its termination and for all
times thereafter, each Party shall keep secret and confidential all Shareholder
Trade Secrets which it now knows or may hereafter come to know as a result of
this Agreement and the Ancillary Agreements. 
Shareholder Trade Secrets shall not be disclosed by any Party 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 Party who desires to protect such Shareholder Trade
Secret, 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 Shareholder Trade Secret shall be in
the public domain as the result of an act by any Party or any Agent thereof,
then such Party shall nevertheless continue to keep such Shareholder Trade
Secret secret and inviolate.

                    14.3     Shareholder Trade Secrecy Agreements.
No Party nor its Agents shall at any time copy, remove from their proper
location - be it within the Company or elsewhere - or retain without prior
written consent, the originals or copies of any Shareholder Trade Secrets of
another Party.  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 Section that the original material be returned to its
proper location as soon as possible and that the confidential nature and
integrity of the foregoing as Shareholder Trade Secrets be strictly maintained
both as to original documents and copies thereof.


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




15












	
   
	
  (b)
	
  Each Party desiring to protect its own Shareholder
  Trade Secrets is an intended third party beneficiary of the Shareholder Trade
  Secrecy Agreements, and each Party may in its sole discretion, on its own
  behalf or derivatively and/or on behalf of the Company directly enforce the
  provisions of the any Shareholder Trade Secrecy Agreement(s) and/or any
  breach thereof against any and all Agents of the other Parties who have
  executed the same.




                    14.4     Remedies in the Event of a Violation.
In the event of any violation or threatened violation of the provisions of this
Article 14 by any Party and/or its Agents, the remedy at law of the Party
desiring to protect its own Shareholder Trade Secrets will be inadequate, and
such Party will suffer irreparable injury. 
Accordingly, each Party consents to injunctive and other appropriate
equitable relief without the need to post any bond, upon the institution of
legal proceedings against such Party for a violation or threatened violation of
the provisions of this Article 14 in any court of competent jurisdiction to protect
the Shareholder Trade Secrets.  Such
relief shall be in addition to any other relief to which the affected Party may
be entitled, at law or in equity, including the right of immediate termination
of this Agreement.

ARTICLE 15


CORPORATE
OPPORTUNITY DOCTRINE


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


                    15.2     Agreement Not to Divert Resources.
During the term of this Agreement the Parties 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 from the
Company arising from the commercial exploitation of the Polymer Recycling
Technology and any Other Agreed Upon Technologies within the Territory except
through the Company in furtherance of the Business.  During said term no Party shall in any way, directly or
indirectly, divert, take away or interfere with or attempt to divert, take away
or interfere with, any of the customers, accounts, suppliers, employees,
representatives or patronage of the Company. 
In the event that this Agreement is terminated: (i) because of a
material breach of this Agreement by a Party; (ii) because of a material breach
of any Ancillary Agreement by a Party; (iii) upon the bankruptcy or other
adverse condition of a Party as described in Article 17 hereof; (iv) pursuant
to Article 18 hereof; or (v) upon a breach of Articles 13, 14 or 15 hereof,
then the Party in breach or subject to such adverse condition shall continue to
be bound by the provisions of Articles 13, 14 and 15 of this Agreement for a
period of three (3) years following the date of termination, but such Party
shall at no time be permitted to use the Company Trade Secrets, and the other
Parties shall at no time be permitted to use the Shareholder Trade Secrets of
the Party in breach, as the case may be, for any activity outside the Company,
including but not limited to such activities which would have the effect of
diverting resources from the Company.

16











                    15.3     Remedies for Breach.
In the event of a violation or threatened violation of the provisions of
Article 15 hereof by a Party, the remedy at law will be inadequate and the
other Party or Parties to this Agreement shall suffer irreparable injury.  Accordingly, each Party consents to
injunctive or other appropriate equitable relief, without the need to post any
bond, upon the institution of legal proceedings therefor by the non-violating
Party or Parties.  Such relief shall be
in addition to any other relief to which a Party may be entitled at law or in
equity, including the right of immediate termination of this Agreement.

ARTICLE 16

LICENSE
OF IMPROVEMENTS TO THE COMPANY

                    16.1     Disclosure of Improvements.
Each Party hereby agrees to promptly disclose to the Company any improvements
or modifications to the Intellectual Property Rights of whatever nature or
description which come to be learned by such Party or which are made by or
through its efforts without any obligation by the Company to make payment
therefor.

                    16.2     Grant of License to the Company.
Each Party hereby grants to the Company an exclusive, fully paid-up worldwide
right and license, under any intellectual property rights, trade secrets and
know-how owned, controlled, acquired or which may otherwise be transferred or
granted to such Party in, from or through its operations during the term of
this Agreement, to make, have made, use, sell or otherwise dispose of products
incorporating any or all improvements in and modifications to the Intellectual
Property Rights together with the Know-How, Materials, Processes and/or
Products or Services and/or to sublicense third parties to do the same.

                    16.3     Obligations to File New Patents.
In the event that NTI shall determine, in its sole judgment, that any
Intellectual Property Rights or Know-How of the Company, as the same presently
exist or may hereafter arise, is of sufficient commercial value to warrant
patenting and is in fact patentable in the United States or elsewhere in the
Territory, then upon NTI’s request and at NTI’s expense (which shall not
include special compensation to the Company or any other Person), each Party
shall take all necessary and reasonable steps to prepare the requisite
technical documents for the filing of a patent application and take such other
steps as are normally incident to the filing and processing of patent
applications and the issuance of patents relating thereto.


17










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

	
   
	
  (a)
	
  Taking appropriate legal action against such third
  party for infringement of the Intellectual Property Rights together with the
  Company; and/or

	
   
	
   
	
   

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




                    16.5     Unrelated Technologies.
The Company shall have no claim on any of the Parties for any of the
technologies of such Parties that are unrelated to the Intellectual Property
Rights.  It is acknowledged by the
Tokarz Trust, the Zalewski Trust and Atagencer that each such Party, or the
Affiliate of each such Party, is a creative scientist who desires and intends
to engage in research and other creative activities during his or her
professional career outside the scope of the Intellectual Property Rights.  Nothing in this Agreement is intended in any
manner to limit or prohibit any such Party from continuing in such activities
and such Parties are encouraged to do so. 
Each such Party shall be entitled to receive all economic benefits,
compensation and profits to which such Party may be entitled as a result of
such unrelated technology.  In the
event, however, that such Party wishes to disclose such unrelated technology or
any matters arising therefrom to the Company and the Company is interested in
obtaining information with respect thereto looking toward the possible
commercialization thereof on essentially the same terms as set forth in this
Agreement, then the Company agrees that it will enter into an appropriate
non-disclosure and trade secrecy agreement protecting such Party from any
improper utilization by the Company of the information disclosed to it by such
Party on a confidential basis.

ARTICLE 17


TERM
OF AGREEMENT


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


                    17.2     Termination. This
Agreement may be terminated:

	
   
	
  (a)
	
  By the Parties in accordance with the provisions of
  Articles 13, 14 and 15 hereof;

	
   
	
   
	
   

	
   
	
  (b)
	
  In accordance with Section 17.3 and Section 17.4
  hereof; 

	
   
	
   
	
   

	
   
	
  (c)
	
  By the Parties by reason of a material Breach or
  Default of this Agreement by a Party which has not been cured or remedied in
  accordance with Article 18 hereof; or 




18












	
   
	
  (d)
	
  Automatically, in conjunction with the termination
  of any of the Ancillary Agreements by a Party thereto by reason of a material
  breach (as therein defined) or default (as therein defined) of any such
  Ancillary Agreement by a Party thereto, which breach or default has not been
  cured or remedied in accordance with the curative provisions thereof.  In such event this Agreement shall
  likewise terminate on the same date, without any further act or notice given
  by any Party hereto.




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

                    17.4     Termination Upon Bankruptcy or Insolvency.
If a Party hereto shall become bankrupt or insolvent or shall file any debtor
relief proceedings, or if there shall be filed in Court against a Party legal
proceedings or bankruptcy or insolvency or reorganization or for the
appointment of a receiver or trustee of all or a portion of such Party’s property,
or if a Party makes an assignment for the benefit of creditors or petitions for
or enters into an arrangement for debtor relief and such proceedings as are
described aforesaid are not dismissed within a period of ninety (90) days after
the institution thereof, then, at the option of the other Parties, this
Agreement shall forthwith terminate by written notice given to the Party who
has filed, instituted or against whom any of the proceedings aforesaid have
been brought; provided that if a stay has been granted by a Trustee or Judge in
bankruptcy by virtue of which this Agreement is to be deemed an executory
contract, then such Party shall continue to perform under the terms of this
Agreement if:

	
   
	
  (a)
	
  Payments due under this Agreement for past obligations
  are tendered in full by the Party subject to such proceedings;

	
   
	
   
	
   

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

	
   
	
   
	
   

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




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

                    17.6     Cooperation Upon Termination.
Upon termination of this Agreement, the Parties shall cooperate with each other
and with the Company in transferring all Shareholder Trade Secrets and other
intellectual property rights of any Party back to the Party that is the owner
of such rights.

19











                    17.7     Non-Release of Obligations.
The termination of this Agreement shall not release the Parties from their
obligations to settle all financial accounts between themselves in cash
forthwith.  Notwithstanding the
termination hereof, each Party shall be responsible for the performance of all
of its obligations and responsibilities hereunder up to the effective date of
termination.  As provided in Articles 13
and 14, upon termination of this Agreement, all Intellectual Property Rights
and Company Trade Secrets, and all Shareholder Trade Secrets shall continue to
be kept secret and confidential.

                    17.8     Cessation of Rights Upon Termination.
Upon the termination of this Agreement for reason of default or breach of this
Agreement or of any Ancillary Agreement, all rights which the Party in default
(“Defaulting Party”) may have had under or pursuant to this Agreement (except
with respect to Article 13, 14 and 15 hereof) shall forthwith cease and
terminate.  If a dispute as to whether a
default or breach exists is submitted to arbitration under Article 19 hereof,
the Parties shall jointly appoint a trustee or agent to oversee the execution
of the duties hereunder and the protection of the rights hereunder of the Party
allegedly in default and/or breach.  If
the Parties cannot agree on a trustee or agent for such purposes, the
arbitration panel shall forthwith appoint same.

                    17.9     Liquidation and Wind-up of the Business.
Upon termination of this Agreement:

	
   
	
  (a)
	
  The Company shall be liquidated forthwith and,
  following payment of all known just obligations of the Company, and
  establishment of a reasonable reserve to pay such just obligations of the
  Company as are unknown at the time of liquidation of the Company, the
  remaining assets shall be divided among the Parties in accordance with their
  Share ownership in the Company pursuant to an independent valuation thereof
  by the outside auditors of the Company or, in the event Arbitration has been
  invoked in accordance with Article 19 hereof, by the arbitration panel.  Notwithstanding the foregoing, Shareholder
  Trade Secrets, as defined in Article 14 hereof, shall not constitute an asset
  of the Company upon termination of this Agreement, but rather shall revert to
  the Party that owns the same in accordance with Section 17.6.  hereof. 
  

	
   
	
   
	
   

	
   
	
  (b)
	
  The Business shall be wound up forthwith and no
  further orders shall be accepted by the Company for Products or Services or
  for Other Agreed Upon Technologies, provided that orders for Products or
  Services and Other Agreed Upon Technologies which were received by the
  Company prior to termination of this Agreement shall be filled by the Company
  out of its own existing inventory or its own manufacturing or service
  capabilities.




20










ARTICLE 18


DEFAULT


                    18.1     Event of Default. A
Default (“Default”) hereunder shall exist in the event of any one or more of
the following:


	
   
	
  (a)
	
  Non-payment of funds by one Party to another Party
  when due and owing; 

	
   
	
   
	
   

	
   
	
  (b)
	
  A material Breach (“Breach”) of any provision of
  this Agreement other than Articles 13, 14 or 15 hereof, or any of the
  Ancillary Agreements; or

	
   
	
   
	
   

	
   
	
  (c)
	
  A Breach of Articles 13, 14 or 15 hereof.  




                    18.2     Remedies Upon Default or Breach.
The remedies available to the other non-defaulting Party in an instance of
Default or Breach by a defaulting Party shall be as follows:

	
   
	
  (a)
	
  If a Party shall fail to make any payments required
  hereunder after the same are due, (other than due to governmental delays) or
  if it shall commit a Default or Breach in the performance of, or by failure
  to observe and comply with, any other material term or provision of this
  Agreement or any of the Ancillary Agreements to be performed, observed or
  complied with by it, then the Parties against whom such Default or Breach
  shall have been committed shall have the right to declare a Default and
  terminate this Agreement unless the Party in Default shall cure such Default
  or Breach, 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 with respect to any Default or
  Breach other than a monetary default, if the Party in Default or Breach
  commences to cure same within the curative period specified herein, then the
  right of termination shall be held in abeyance for a reasonable period of
  time so long as the Party in Default or Breach proceeds to cure such Default
  or Breach with due diligence.  A
  Party’s right of termination shall be in addition to and not in limitation of
  any of its other rights at law or in equity based upon the other Party’s
  Breach or Default.  Any notice of
  termination shall stipulate the effective date of termination which shall be
  not less than three (3) months nor more than six (6) months following the
  date that such notice is given.

	
   
	
   
	
   

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




21










                    18.3     Non-Waiver of Rights.
The non-defaulting Parties’ failure to terminate this Agreement on account of
any Breach or Default by a defaulting Party as provided in Sections 18.1 or
18.2 hereof shall in no event constitute or be deemed to constitute a waiver by
such non-defaulting Parties of their right to terminate this Agreement at any
time while any such Breach or Default continues (subject to the provisions of
Section 18.2 hereof), or on account of any subsequent Breach or Default by a
Party.


ARTICLE 19

DISPUTE
RESOLUTION

                    19.1     Dispute Resolution by Arbitration.
Any and all disputes except as excluded under Section 19.2 hereof, which may
arise among 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 the same after mutual
good faith negotiations, shall be exclusively settled by binding arbitration
including, but not limited to, the following:

	
   
	
  (a)
	
  A dispute as to whether a Default exists;

	
   
	
   
	
   

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

	
   
	
   
	
   

	
   
	
  (c)
	
  A dispute as to the validity of this Article 19;

	
   
	
   
	
   

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

	
   
	
   
	
   

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




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

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

	
   
	
   
	
   

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




22










                    19.3     Conduct of Arbitration Proceedings.
All arbitration proceedings shall be conducted in the English language and
shall be carried on in Cleveland, Ohio U.S.A. 
or any other place mutually agreeable to the Parties, under the UNCITRAL
Arbitration Rules.  With respect to the
interpretation of this Agreement, the laws of the State of Ohio, U.S.A., shall
apply.  Judgment upon the award rendered
by the arbitrator in favor of the Prevailing Party, which shall include an
award concerning the payment of costs, attorneys’ fees, and expenses of the
arbitration proceedings, may be entered in any court of competent jurisdiction,
and assets may be attached in any country in the world pursuant to such
judgment.

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

                    19.5     Punitive Damages Excluded.
The Prevailing Party in an arbitration proceeding convened hereunder shall be
awarded in arbitration all reasonable damages plus documented costs incurred in
pursuing its arbitration claim, including but not limited to legal fees and
travel expenses, but shall not be entitled to exemplary, consequential, special
or punitive damages.


ARTICLE 20

NO
PARTNERSHIP

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

ARTICLE 21

RECIPROCAL
INDEMNIFICATION

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

23











ARTICLE 22

GENERAL
PROVISIONS

                    22.1     Benefit of Parties.
All of the terms and provisions of this Agreement and of the Ancillary
Agreements shall be binding upon the Parties executing same and their
respective permitted successors and assigns. 
Except as expressly provided herein, a Party may not assign its rights
and obligations to a third party without the prior  written consent of the other Parties; provided, however, that a Party may
assign this Agreement and all of such Party’s rights hereunder (or a portion of
this Agreement and the rights hereunder relating thereto) to, or provide for
the performance of all or part of such Party’s obligations hereunder by, an
entity which 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 from its liabilities, obligations and
responsibilities hereunder and (ii) the assignee shall expressly assume in
writing and agree to perform such obligations, liabilities and responsibilities
of the assignor.

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

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

                    22.4     Index, Captions, Definitions and
Defined Terms. The captions of the Articles and Sections of
this Agreement and subsections thereof are solely for convenient reference and
shall not be deemed to affect the meaning or interpretation of any provisions
hereof.  Notwithstanding the foregoing,
the Definitions set forth in Article 1 hereof, together with any other defined
terms in this Agreement, as identified by their insertion in parentheses and
quotation marks (“Defined Terms”), shall be incorporated herein as written,
made a part hereof, and govern the interpretation of the text of this
Agreement, irrespective of whether such Definitions or Defined Terms appear in
the text of this Agreement before or after they are defined.


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

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

24











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

	
  If to the Tokarz Trust, to:
	
   
	
   

	
  Zbigniew Tokarz, Trustee U/A Dated June 26, 2003
	
   
	
   

	
  c/o Charles T. Weible
	
   
	
   

	
  Weible & Associates Co.
	
   
	
   

	
  3505 E. Royalton Road, Suite 150
	
   
	
   

	
  Broadview Heights, OH  44147-2994
	
   
	
   

	
  Telefax: 
  1-440-746-0782
	
   
	
   

	
   
	
   
	
   

	
  If to the Zalewski Trust, to:
	
   
	
   

	
  Maciej Zalewski, Trustee U/A Dated June 26, 2003
	
   
	
   

	
  c/o Charles T. Weible
	
   
	
   

	
  Weible & Associates Co.
	
   
	
   

	
  3505 E. Royalton Road, Suite 150
	
   
	
   

	
  Broadview Heights, OH  44147-2994
	
   
	
   

	
  Telefax: 
  1-440-746-0782
	
   
	
   

	
   
	
   
	
   

	
  If to Atagencer, to:
	
   
	
   

	
  Atagencer, LLC
	
   
	
   

	
  10988 Tanager Trail
	
   
	
   

	
  Brecksville, Ohio 
  44141
	
   
	
   

	
   
	
   
	
   

	
  If to NTI, to:
	
   
	
  Copy to:

	
  Northern Technologies International Corporation 
	
   
	
  Northern Technologies International 

	
  Attention: 
  President 
	
   
	
  Corporation

	
  6680 North Highway 49 
	
   
	
  Attention: Chairman 

	
  Lino Lakes, MN 55014 
	
   
	
  23205 Mercantile Road 

	
  Telefax: 1-651-784-2902
	
   
	
  Beachwood, OH 44122 

	
   
	
   
	
  Telefax: 1-216-595-1741




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

25











                    22.8     Entire Agreement. This
Agreement and the Ancillary Agreements contain the entire understanding of the
Parties as of the date of each such agreement. 
There are no representations, promises, warranties, covenants,
agreements or undertakings other than those expressly set forth or provided for
in this Agreement and the Ancillary Agreements, and the same supersede all
prior agreements and understandings between the Parties with respect to the
relationships and transactions contemplated by this Agreement.  It is the intent of the Parties to develop
the relationship established hereunder, and to amend and supplement this
Agreement so as to provide for expansion both of Net Sales and of the scope of
the Business with Other Agreed Upon Technologies.  Any amendment or supplement to this Agreement and the Ancillary
Agreements must, however, be clearly identified as such and set forth in
writing (“Supplemental Documents”). 
Supplemental Documents may include corporate resolutions and/or other written
exchanges between Parties, but must be manually signed, in the original, by
duly authorized representatives of the Parties to constitute valid Supplemental
Documents for purposes hereof.  In case
of a conflict between the terms of this Agreement and the terms of any of the
Ancillary Agreements or the Operating Agreement, the terms of this Agreement
shall prevail.

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

                    22.10     Governmental Filings.
NTI shall be responsible for the preparation and filing of all necessary
reports and/or applications relating to this Agreement and the transactions
contemplated hereby with each appropriate government agency in the Territory,
and shall maintain all required governmental filings and permits current.  Each of the Parties shall provide whatever
information and documentation reasonably required of and available to it in
connection with the preparation and filing of such reports.


                    22.11     Payments. Any payment
to be made to any Party pursuant to any provision of this Agreement shall be
made by means of a wire transfer or by means of a deposit to a bona fide bank
account as designated by such Party. 
The Parties shall each have the right to specify in writing any bank
account to which payments due them (respectively) shall be made.

                    22.12     Derivative Enforcement by Each Party.
In the event of a Material Breach or Default of this Agreement or any of the
Ancillary Agreements by any Party and/or its Agents, each of the other Parties
may, derivatively for and on behalf of the Company, enforce the terms hereof or
thereof against such defaulting Party and/or its Agents.  In the event of derivative enforcement
hereunder, the matter shall be adjudicated in accordance with the provisions of
Article 19 hereof.

                    22.13     Publicity. Any
publicity with respect to this Agreement shall be under the control of the
Company as determined by the Board of Managers of the Company.

26










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


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

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

	
  NORTHERN TECHNOLOGIES

  INTERNATIONAL CORPORATION,
	
   

	
  a Delaware USA corporation
	
   

	
   
	
   

	
  By  /s/  Philip M. Lynch
	
   

	
   
	
  



  	
   

	
   
	
   
	
   

	
  Title  Chief
  Executive Officer
	
   

	
   
	
   
	
   

	
   
	
   
	
   

	
  /s/ Zbigniew Tokarz
	
   

	
  



  	
   

	
  ZBIGNIEW TOKARZ, TRUSTEE

  U/A DATED JUNE 26, 2003
	
   

	
   
	
   

	
   
	
   

	
  /s/ Maciej Zalewski
	
   

	
  



  	
   

	
  MACIEJ ZALEWSKI, TRUSTEE

  U/A DATED JUNE 26, 2003
	
   

	
   
	
   

	
   
	
   

	
  ATAGENCER, LLC, 
	
   

	
  an Ohio limited liability company
	
   

	
   
	
   

	
  By  /s/  Dr. Mehmet A. Gencer
	
   

	
   
	
  



  	
   

	
   
	
   
	
   

	
  Title 
  President
	
   

					



27










EXHIBIT
A


[Description of Polymer
Recycling


Technology
Intellectual Property Rights]

28