TECHNICAL ASSISTANCE AND


MARKETING SUPPORT AGREEMENT


BY AND BETWEEN


NORTHERN TECHNOLOGIES


INTERNATIONAL CORPORATION


AND


FIBRO-NTI, JOINT STOCK COMPANY


DATED AS OF JUNE 24, 2001











TABLE OF CONTENTS


	
  ARTICLE 1

  	
  DEFINITIONS

  	
   

	
   
	
   
	
   

	
   
	
  1.1.

  	
  Shareholders
  Joint Venture Agreement or Agreement.
	
  2

	
   
	
  1.2.
	
  Ancillary
  Agreements
	
  2

	
   
	
  1.3.
	
  Parties.
	
  2

	
   
	
  1.4.
	
  NTI
	
  3

	
   
	
  1.5.
	
  Taiyonic
	
  3

	
   
	
  1.6.
	
  NTI ASEAN
	
  3

	
   
	
  1.7.
	
  NTI and/or
  NTI ASEAN Affiliates
	
  3

	
   
	
  1.8.
	
  Corporation
  or Joint Venture.
	
  4

	
   
	
  1.9.
	
  Corporation’s
  Business
	
  4

	
   
	
  1.10.
	
  Territory.
	
  4

	
   
	
  1.11.
	
  Effective
  Date.
	
  4

	
   
	
  1.12.
	
  NTI
  Intellectual Property Rights.
	
  4

	
   
	
  1.13.
	
  Know-How.
	
  5

	
   
	
  1.14.
	
  Materials
	
  5

	
   
	
  1.15.
	
  Process
	
  5

	
   
	
  1.16.
	
  Product.
	
  5

	
   
	
  1.17.
	
  Masterbatch
	
  5

	
   
	
  1.18.
	
  Trademark
	
  6

	
   
	
  1.19.
	
  NTI and/or
  NTI ASEAN Trade Secrets
	
  6

	
   
	
  1.20.
	
  Other
  Agreed Upon Technologies
	
  6

	
   
	
  1.21.
	
  Net Sales
	
  7

	
   
	
  1.22.
	
  At Cost.
	
  7

	
   
	
  1.23.
	
  Shareholder
	
  7

	
   
	
  1.24.
	
  Shares
	
  7

	
   
	
  1.25.
	
  Transfer
  of Shares
	
  7

	
   
	
  1.26.
	
  Transferor
  of Shares
	
  8

	
   
	
  1.27.
	
  Transfer
  Price for Shares
	
  8

	
   
	
  1.28.
	
  Transferee.
	
  8

	
   
	
  1.29.
	
  Change of
  Control.
	
  8

	
   
	
   
	
   
	
   

	
  ARTICLE 2
	
  RESPONSIBILITIES
  OF NTI WITH RESPECT TO PROVIDING TECHNICAL ASSISTANCE TO FIBRO-NTI RELATIVE
  TO PRODUCT
	
   

	
   
	
   
	
   
	
   

	
   
	
  2.1.
	
  Technical
  Assistance Relative to Product.
	
  9

	
   
	
  2.2.
	
  Development
  of New Application Technologies
	
  9

	
   
	
  2.3.
	
  Training
  by NTI in the Manufacturing of the Product in the Territory.
	
  9

	
   
	
  2.4.
	
  Quality
  Control of Masterbatch
	
  10

	
   
	
  2.5.
	
  Technical
  Service Relative to Product through Laboratory Test Facilities
	
  11

	
   
	
  2.6.
	
  Laboratory
  Test Facilities of the EXCOR Technical Center in Dresden
	
  12




i











	
  ARTICLE 3

  	
  RESPONSIBILITIES
  OF NTI WITH RESPECT TO PROVIDING MARKETING SUPPORT TO FIBRO-NTI RELATIVE TO
  PRODUCT
	
   

	
   
	
   
	
   
	
   

	
   
	
  3.1.
	
  Marketing
  Support Relative to Product
	
  13

	
   
	
  3.2.
	
  Improvements
  in Marketing Relative to Product
	
  13

	
   
	
  3.3.
	
  Sales
  Promotion Tools Relative to Product
	
  13

	
   
	
  3.4.
	
  Participation
  in Trade Fairs Relative to Product
	
  13

	
   
	
  3.5.
	
  Joint
  Sales Calls Relative to Product
	
  14

	
   
	
   
	
   
	
   

	
  ARTICLE 4
	
  INTERNATIONAL
  COORDINATION AND SUPPORT RELATIVE TO PRODUCT
	
   

	
   
	
   
	
   
	
   

	
   
	
  4.1.
	
  Identification
  of International Customers for Product
	
  15

	
   
	
  4.2.
	
  Inspection
  of Customer Shipments Abroad.
	
  15

	
   
	
  4.3.
	
  Participation
  in Worldwide Conferences
	
  15

	
   
	
   
	
   
	
   

	
  ARTICLE 5
	
  TECHNICAL
  ASSISTANCE AND MARKETING SUPPORT TO BE RENDERED BY NTI RELATIVE TO OTHER
  AGREED UPON TECHNOLOGIES
	
   

	
   
	
   
	
   
	
   

	
   
	
  5.1.
	
  Uncertainty
  as to Market Structure With Respect to Other Agreed Upon Technologies
	
  16

	
   
	
  5.2.
	
  Determination
  of Services to be Performed by NTI With Respect to Other Agreed Upon
  Technologies.
	
  16

	
   
	
   
	
   
	
   

	
  ARTICLE 6
	
  PAYMENTS
  TO NTI FOR TECHNICAL ASSISTANCE AND MARKETING SUPPORT SERVICES TO FIBRO-NTI
	
   

	
   
	
   
	
   
	
   

	
   
	
  6.1.
	
  Basis for
  Payments with Respect to Services Relative to Product
	
  17

	
   
	
  6.2.
	
  Amount of
  Payments for Services Relative to Product
	
  17

	
   
	
   
	
   
	
   

	
   
	
  6.3.
	
  Basis for
  Payments with Respect to Services Relative to Other Agreed Upon Technologies
	
  17

	
   
	
  6.4.
	
  When a
  Sale is Deemed to Occur
	
  18

	
   
	
  6.5.
	
  Support
  Year
	
  18

	
   
	
  6.6.
	
  Statements
  to NTI.
	
  18

	
   
	
  6.7.
	
  Books and
  Records
	
  19




ii











	
  ARTICLE 7

  	
  PROTECTION
  OF NTI AND/OR NTI ASEAN TRADE
  SECRETS
	
   

	
   
	
   
	
   
	
   

	
   
	
  7.1.
	
  Recognition
  of NTI and/or NTI ASEAN Trade
  Secrets.
	
  21

	
   
	
  7.2.
	
  Protection
  of NTI and/or NTI ASEAN Trade
  Secrets
	
  21

	
   
	
  7.3.
	
  Protection
  of NTI and/or NTI ASEAN Trade
  Secrets by Agents (as hereinafter defined) and Submanufacturers (as
  hereinafter defined) of Fibro-NTI.
	
  22

	
   
	
  7.4.
	
  Remedies
  in the Event of a Violation of Article 7 Hereof.
	
  24

	
   
	
   
	
   
	
   

	
  ARTICLE 8
	
  COVENANT
  TO OBSERVE THE DOCTRINE OF “CORPORATE OPPORTUNITY”
	
   

	
   
	
   
	
   
	
   

	
   
	
  8.1.
	
  Doctrine
  of Corporate Opportunity and Observance Thereof.
	
  25

	
   
	
  8.2.
	
  Agreement
  Not to Divert Resources
	
  25

	
   
	
  8.3.
	
  Remedies
  for Breach of Agreement Not to Divert Resources
	
  26

	
   
	
   
	
   
	
   

	
  ARTICLE 9
	
  TERM OF
  AGREEMENT
	
   

	
   
	
   
	
   
	
   

	
   
	
  9.1.
	
  Indefinite
  Term
	
  27

	
   
	
  9.2.
	
  Termination
	
  27

	
   
	
  9.3.
	
  Termination
  Upon Change of Control of a Party.
	
  28

	
   
	
  9.4.
	
  Termination
  Upon Bankruptcy or Insolvency
	
  28

	
   
	
  9.5.
	
  Payment of
  Amounts Due.
	
  29

	
   
	
  9.6.
	
  Cooperation
  Upon Termination.
	
  29

	
   
	
  9.7.
	
  Non-Release
  of Obligations
	
  29

	
   
	
  9.8.
	
  Cessation
  of Rights Upon Termination
	
  29

	
   
	
   
	
   
	
   

	
  ARTICLE 10
	
  DEFAULT
	
   

	
   
	
   
	
   
	
   

	
   
	
  10.1.
	
  Event of
  Default.
	
  30

	
   
	
  10.2.
	
  Remedies
  Upon Default or Breach
	
  30

	
   
	
  10.3.
	
  Non-Waiver
  of Rights
	
  31

	
   
	
   
	
   
	
   

	
  ARTICLE 11
	
  DISPUTE
  RESOLUTION
	
   

	
   
	
   
	
   
	
   

	
   
	
  11.1.
	
  Dispute
  Resolution by Arbitration.
	
  32

	
   
	
  11.2.
	
  Disputes
  Not Subject to Arbitration
	
  32

	
   
	
  11.3.
	
  Conduct of
  Arbitration Proceedings
	
  33

	
   
	
  11.4.
	
  Designation
  of the “Prevailing Party”
	
  33

	
   
	
  11.5.
	
  Punitive
  Damages Excluded
	
  33




iii











	
  ARTICLE 12

  	
  GENERAL
  PROVISIONS
	
   

	
   
	
   
	
   
	
   

	
   
	
  12.1.
	
  Benefit of
  Parties.
	
  34

	
   
	
  12.2.
	
  Counterparts
	
  34

	
   
	
  12.3.
	
  Cooperation.
	
  34

	
   
	
  12.4.
	
  Index,
  Captions, Definitions and Defined Terms.
	
  35

	
   
	
  12.5.
	
  Waiver of
  Compliance
	
  35

	
   
	
  12.6.
	
  Force
  Majeure.
	
  35

	
   
	
  12.7.
	
  Notices
	
  36

	
   
	
  12.8.
	
  Entire
  Agreement
	
  37

	
   
	
  12.9.
	
  Validity
  of Provisions.
	
  38

	
   
	
  12.10.
	
  Governmental
  Filings
	
  38

	
   
	
  12.11.
	
  Payments.
	
  38

	
   
	
  12.12.
	
  Derivative
  Enforcement by the Parties.
	
  38

	
   
	
  12.13.
	
  Changes
  Subject to Approval of the Parties.
	
  39

	
   
	
   
	
   
	
   

	
  APPROVAL
  OF FIBROBETON PRECAST CONCRETE, LTD
	
  41

	
  APPROVAL
  OF ATAGENÇER, LLC
	
  42

	
   
	
   
	
   
	
   

	
  APPENDICES
	
   

	
   
	
   
	
   
	
   

	
  APPENDIX I
	
  List of NTI Affiliates
	
   

	
  APPENDIX II
	
  List of NTI ASEAN
  Affiliates
	
   

	
  APPENDIX III
	
  Trademark Documentation
	
   

	
  APPENDIX IV
	
  NTI Terms of Trade – Price
  Schedule Masterbatch
	
   

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

	
  APPENDIX VI
	
  Service Catalogue and
  Price List for Use of the EXCOR Laboratory in Dresden
	
   

	
  APPENDIX VII
	
  Form of NTI and/or NTI
  ASEAN Trade Secrecy Agreement
	
   

	
  APPENDIX VIII
	
  Form of Sub-License
  Agreement to be used by Fibro-NTI
	
   




iv










TECHNICAL ASSISTANCE AND
 MARKETING SUPPORT AGREEMENT


This
Technical Assistance and Marketing Support Agreement (“Technical Assistance
Agreement”), is made and entered into as of June 24, 2001, by and between NORTHERN TECHNOLOGIES
INTERNATIONAL CORPORATION, a
corporation organized under the laws of the State of Delaware, U.S.A., whose
registered office is located at 6680 North Highway 49, Lino Lakes, Minnesota,
U.S.A. (hereinafter “NTI”) and FIBRO-NTI,
JOINT STOCK COMPANY is Elemanari Sanaye Insaat, ve Tic. Ltd. Sti,
Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey (hereinafter “ Fibro-NTI”).


1










ARTICLE 1

DEFINITIONS

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

	
   
	
   

	
  1.1.
	
  Shareholders Joint Venture
  Agreement or Agreement.
  

	
   
	
   

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

	
   

	
  1.2.
	
  Ancillary Agreements. 

	
   
	
   

	
   
	
  The following are the
  Ancillary Agreements and the Parties thereto: 

	
   
	
   

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

	
   
	
   
	
   

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

	
   
	
   
	
   

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

	
   
	
   
	
   

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

	
   
	
   
	
   

	
  1.3.
	
  Parties. 

	
   
	
   

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




2











	
  1.4.

  	
  NTI.

  
	
   
	
   

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

  
	
   

	
  1.5.
	
  Taiyonic. 

	
   
	
   

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

	
   

	
  1.6.
	
  NTI ASEAN. 

	
   
	
   

	
            NTI
  ASEAN, LLC, a limited liability company,
  organized under the laws of the State of Nevada, U.S.A., whose registered
  office is in Reno, Nevada, U.S.A., to which NTI has assigned all of its
  right, title and interest in the NTI Intellectual Property Rights (as
  hereinafter defined) for the ASEAN Region (as set forth in Article 1.7.2
  hereof), outside of Japan and the Republic of South Korea.  NTI ASEAN is owned 50% by NTI and 50% by
  Taiyo Petroleum Gas Co. Ltd. 

	
   

	
  1.7.
	
  NTI and/or NTI ASEAN Affiliates.

	
   
	
   

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




3











	
   
	
  1.7.1
	
  NTI Affiliates. 

	
   
	
   
	
   

	
   
	
  Current NTI Affiliates are
  set forth in Appendix I hereof. 

	
   
	
   

	
   
	
  1.7.2
	
  NTI ASEAN Affiliates. 

	
   
	
   
	
   

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

	
   
	
   

	
  1.8.
	
  Corporation or Joint
  Venture. 

	
   
	
   

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

	
   

	
  1.9.
	
  Corporation’s Business. 

	
   
	
   

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

	
   

	
  1.10.
	
  Territory.

	
   
	
   

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

	
   

	
  1.11.
	
  Effective Date. 

	
   
	
   

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

	
   

	
  1.12.
	
  NTI Intellectual Property
  Rights. 

	
   
	
   

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




4











	
  1.13.

  	
  Know-How. 

  
	
   
	
   

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

  
	
   

	
  1.14.
	
  Materials. 

	
   
	
   

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

	
   

	
  1.15.
	
  Process. 

	
   
	
   

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

	
   

	
  1.16.
	
  Product. 

	
   
	
   

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

	
   

	
  1.17.
	
  Masterbatch. 

	
   
	
   

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




5











	
  1.18.

  	
  Trademark. 

  
	
   
	
   

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

  
	
   

	
  1.19.
	
  NTI and/or NTI ASEAN Trade Secrets. 

	
   
	
   

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

	
   

	
  1.20.
	
  Other Agreed Upon
  Technologies. 

	
   
	
   

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




6











	
  1.21.

  	
  Net Sales. 

  
	
   
	
   

	
            The
  total proceeds from the sale of Product and Other Agreed Upon Technologies
  sold by the Corporation in normal, bona fide commercial transactions on an
  arm’s length basis to, by, with, or through an entity which is not affiliated
  with any Party of this Agreement, less the following items: (i) sales
  discounts (including sales rebates); (ii) sales returns; (iii) shipping and
  transaction costs, such as Value Added Tax, CIF charges and packaging
  expenses; and (iv) sales commissions to third parties.  

  
	
   

	
  1.22.
	
  At Cost. 

	
   
	
   

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

	
   

	
  1.23.
	
  Shareholder. 

	
   
	
   

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

	
   

	
  1.24.
	
  Shares. 

	
   
	
   

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

	
   

	
  1.25.
	
  Transfer of Shares. 

	
   
	
   

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




7











	
  1.26.

  	
  Transferor of Shares. 

  
	
   
	
   

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

  
	
   
	
   

	
  1.27.
	
  Transfer Price for Shares.
  

	
   
	
   

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

	
   

	
  1.28.
	
  Transferee. 

	
   
	
   

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

	
   

	
  1.29.
	
  Change of Control. 

	
   
	
   

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




8










ARTICLE 2

RESPONSIBILITIES OF NTI WITH RESPECT TO

PROVIDING TECHNICAL ASSISTANCE TO

FIBRO-NTI RELATIVE TO PRODUCT


	
  2.1.

  	
  Technical Assistance
  Relative to Product. 

  
	
   
	
   

	
            NTI
  shall provide Fibro-NTI with technical advice with respect to the effective
  use of Product, applications engineering support in response to customer
  requirements for the development of packaging systems incorporating Product,
  and technical assistance in the manufacturing of Product in the
  Territory.  In addition, NTI shall
  assist Fibro-NTI in responding to technical problems which might arise from
  the use of Product (proper and improper), and in the evaluation of potential
  new applications of Product for specific customers. 

  
	
   

	
  2.2.
	
  Development of New
  Application Technologies. 

	
   
	
   

	
            NTI
  shall continue its efforts to expand the range of applications of the Product
  and shall make any tangible results of such efforts available to Fibro-NTI. 

	
   

	
  2.3.
	
  Training by NTI in the
  Manufacturing of the Product in the Territory. 

	
   
	
   

	
            NTI
  shall provide assistance and training of personnel from Fibro-NTI as may
  reasonably be required by Fibro-NTI to facilitate the manufacture of  Product in the Territory.  This shall include training of Agents of
  Fibro-NTI (as defined in Article 7.3.1 hereof), and may include the training
  of Submanufacturers of Fibro-NTI (as defined in Article 7.3.1(i)hereof) at a
  location to be mutually determined. 




9











	
  2.4.

  	
  Quality Control of
  Masterbatch. 

  
	
   
	
   

	
            The
  parties recognize that the Materials consist of a unique, proprietary and
  secret combination of chemicals which has been developed by NTI, which
  chemicals are prepared, mixed and combined prior to shipment in the form of
  Masterbatch; and that the Masterbatch is essential in order for the Process
  to work safely and effectively. 
  Accordingly, in order to ensure proper quality control, NTI agrees to
  sell to Fibro-NTI, at Fibro-NTI’s request, and Fibro-NTI agrees to purchase
  from NTI, such Masterbatch At Cost as may be necessary to carry out the
  Corporation’s Business with respect to Product.  Alternatively, Fibro-NTI may purchase Masterbatch from any
  other NTI or NTI ASEAN Affiliate or external bona fide supplier, provided
  that NTI has approved the quality and reliability of such Materials and such
  supplier, and provided that such supplier affords Fibro-NTI product liability
  insurance on the chemical formulations it sells to Fibro-NTI deemed to be
  adequate to protect Fibro-NTI from loss due to any lessening of Quality
  Control standards established by NTI. 
  NTI herewith approves Masterbatch manufactured under the care, custody
  and control of the EXCOR Technical Center in Dresden.  Notwithstanding Fibro-NTI’s right to
  choose a supplier of Masterbatch in accordance with the provisions hereof,
  upon receipt of bona fide Purchase Orders for Masterbatch from Fibro-NTI
  under the Terms of Trade for Masterbatch set forth below, NTI agrees to
  supply to Fibro-NTI such Masterbatch as may be ordered by Fibro-NTI in
  reasonable quantities and within reasonable timeframes, subject to the provisions
  of this Technical Assistance Agreement, the Shareholders Joint Venture
  Agreement and the other Ancillary Agreements. 

  
	
   

	
   
	
  2.4.1.
	
  Terms of Trade for
  Masterbatch.  Shipments of Masterbatch by NTI to
  Fibro-NTI and the terms of sale thereof will be pursuant to and in accordance
  with the Terms of Trade set forth in Appendix IV hereto, as modified from
  time to time.  The initial price
  schedule for Masterbatch is also set forth in Appendix VI.  Masterbatch purchased from NTI shall be
  paid as set forth in Article 12.11 or at any other place designated by NTI in
  U.S. Dollars invoiced within ninety (90) days following receipt by Fibro-NTI
  of each shipment of Masterbatch at its principal place of business or at such
  other places in the Territory as shall be designated by Fibro-NTI in the
  purchase order issued with respect thereto. 

	
   
	
   
	
   

	
   
	
  2.4.2.
	
  Material Safety Data
  Sheets.  NTI shall provide Fibro-NTI with Material
  Safety Data Sheets for all Masterbatch provided by NTI to Fibro-NTI. NTI
  shall also provide Fibro-NTI with a complete set of reports issued by all
  sources to which NTI has access with respect to human health and
  environmental analyses as to Product and/or NTI Intellectual Property Rights.
  




10











	
   
	
  2.4.3.
	
  Product Liability
  Insurance.  NTI warrants to Fibro-NTI
  that NTI presently carries Product Liability insurance as set forth in
  Appendix V hereof.  The product
  liability coverage under NTI’s Master Policy (“NTI’s Master Policy”) extends
  solely to Masterbatch manufactured by NTI (“Product Liability Insurance Coverage
  on Masterbatch”).  As of the Effective
  Date hereof, the pro rata charge to Fibro-NTI by NTI for the Product
  Liability Insurance Coverage on Masterbatch provided under NTI’s Master
  Policy shall be incorporated within the compensation to be paid to NTI
  pursuant to Article 6 hereof for services performed hereunder.  Any subsequent adjustment in the premiums
  paid by NTI for Product Liability Insurance Coverage on Masterbatch may,
  however, necessitate a separate additional charge therefor At Cost to Fibro-NTI
  by NTI in the future. 

	
   
	
   
	
   

	
  2.5.
	
  Technical Service Relative
  to Product through Laboratory Test Facilities. 

	
   
	
   

	
                      NTI
  shall make its Laboratory Test Facilities and/or those of NTI and/or NTI ASEAN Affiliates reasonably available to Fibro-NTI, without charge to
  Fibro-NTI, for the purpose of analyzing the specific corrosion prevention
  requirements of customers and/or potential customers for Product in the
  Territory (“Laboratory Tests”), on a time schedule to be mutually determined.  In the course of the technical analysis
  and Laboratory Test procedures conducted in the Laboratory Test Facilities of
  NTI and/or NTI ASEAN Affiliates, NTI and shall use reasonable
  efforts to determine whether NTI Intellectual Property Rights can be utilized
  effectively to meet, in whole or in part, the specific requirements for
  corrosion inhibiting technology posed by the customers or prospective
  customers in the Territory for the applications specified.  Various different Materials and
  Masterbatch formulations may be tested in this process.  NTI shall inform Fibro-NTI as to the
  results of the analyses performed and tests conducted in each such case as
  promptly as practicable.  All of the
  concepts, analyses and results of such analyses and Laboratory Test procedures
  shall remain the sole property of NTI. 
  In the event that Product variations are developed within the scope of
  such Laboratory Tests the ownership of such Product variations shall reside
  with NTI, subject to the terms of this Technical Assistance Agreement, the
  Shareholders Joint Venture Agreement, and the other Ancillary
  Agreements.  Notwithstanding the
  foregoing, if greater demands on the Laboratory Test Facilities of NTI are
  posed by Fibro-NTI than demands for such support posed by other NTI and/or
  NTI ASEAN Affiliates of the same approximate size
  and scope, NTI may not be required to perform the requested services unless
  Fibro-NTI agrees to the payment of a reasonable charge therefor.




11











	
  2.6.

  	
  Laboratory Test Facilities
  of the EXCOR Technical Center in Dresden

  
	
   
	
   

	
            EXCOR
  Korrosionsschutz-Technologien und-Produkte GmbH, which is an NTI Affiliate,
  has developed a Scientific Research Facility in Dresden known as EXCOR
  Korrosionsforschung GmbH (“EXCOR Technical Center”).  

  
	
   
	
   

	
            The
  Corporation may elect to make use of the EXCOR Technical Center pursuant to
  the Catalog of Services and Price List therefor attached hereto as Appendix
  VI and made a part hereof.  Provided
  that NTI has approved each request for services made by the Corporation of
  the EXCOR Technical Center in advance (“NTI Approved Request for Research”)
  and receives a full set of samples submitted by the Corporation to the EXCOR
  Technical Center as well as a complete copy of any and all test reports
  submitted by the EXCOR Technical Center to the Corporation relative to each
  NTI Approved Request for Research, the Corporation may deduct the costs of
  such services performed by the EXCOR Technical Center from the amount of Fees
  payable under this Technical Assistance Agreement pursuant to Article 6
  hereof. 




12










ARTICLE 3

RESPONSIBILITIES OF NTI WITH RESPECT TO

PROVIDING MARKETING SUPPORT TO

FIBRO-NTI RELATIVE TO PRODUCT

	
  3.1.
	
  Marketing Support Relative
  to Product.

	
   
	
   

	
            NTI
  shall, provide Fibro-NTI with assistance in marketing the Product in the
  Territory and in responding to inquiries with respect to the proper
  application, including potential new applications, of Product in the
  Territory. 

	
   

	
  3.2.
	
  Improvements in Marketing
  Relative to Product.
  

	
   
	
   

	
            NTI
  shall continue its efforts to improve the marketing techniques for the Product, and shall make any tangible results of all such efforts available to
  Fibro-NTI within the compensation to be paid by Fibro-NTI to NTI pursuant to
  Article 6 hereof. 

	
   

	
  3.3.
	
  Sales Promotion Tools
  Relative to Product  

	
   
	
   

	
            NTI
  shall provide support and assistance in the sales promotion and advertising
  efforts of Fibro-NTI (“Sales Promotion Tools”).  NTI shall provide text, photographs, artwork and mats NTI has
  developed for its own proprietary Sales Promotion Tools to Fibro-NTI At Cost;
  upon the reasonable request of Fibro-NTI. 

	
   

	
  3.4.
	
  Participation in Trade
  Fairs Relative to Product. 

	
   
	
   

	
            At
  Fibro-NTI’s request, and upon mutual agreement as to timing, cost and scope,
  NTI shall provide support to Fibro-NTI in designing and preparing display
  material for Fibro-NTI.  NTI shall
  also provide technical staff for Fibro-NTI’s booth at appropriate Trade Fairs
  in Turkey, to promote the sale of Product in the Territory. 




13











	
  3.5.

  	
  Joint Sales Calls Relative
  to Product. 

  
	
   
	
   

	
            Upon
  mutual agreement, proper advance planning and identification of suitable
  prospects, NTI management shall make sales calls in the Territory jointly
  with NTI and/or Fibro-NTI sales staff to promote the sale of  Product in Turkey. 

  



14










ARTICLE 4

INTERNATIONAL COORDINATION AND SUPPORT

RELATIVE TO PRODUCT

	
            It
  is recognized by the parties that a major element in the Technical Assistance
  and Marketing Support provided by NTI relates to the integration of the
  Corporation’s Business within the worldwide “Federation” of NTI and NTI ASEAN Affiliates, for major customers for Product tend to be multinational
  companies with production and assembly factories throughout the world, such
  as in the automotive and electronic industries.  Therefore, the Technical Assistance and Marketing Support
  provided to Fibro-NTI shall include: 

	
   
	
   

	
  4.1.
	
  Identification of
  International Customers for Product. 

	
   
	
   

	
            NTI
  shall, together with Fibro-NTI, identify international companies working in
  the Territory and attempt to determine which of these have become significant
  users of the Product in the United States and in the respective territories
  of other NTI and NTI Affiliates. 
  Following such research into pre-existing customers, NTI shall provide
  lists of significant users of Product it identifies, together with
  appropriate references, photographs and other available information as to
  appropriate applications of Product for each international customer identified,
  to Fibro-NTI for use in the Territory. 

	
   

	
  4.2.
	
  Inspection of Customer
  Shipments Abroad.  

	
   
	
   

	
            Where
  Product is used to protect a Fibro-NTI customer’s shipment of metal
  components and/or finished goods from the Territory to foreign destinations,
  NTI shall on a case-by-case basis to be determined, arrange to have such
  shipments inspected by NTI and/or NTI ASEAN Affiliate
  personnel on arrival, at destinations in such countries where NTI and/or NTI
  ASEAN have Affiliates, to ensure proper application
  and efficacy of Product in transit. 

	
   

	
  4.3.
	
  Participation in Worldwide
  Conferences. 

	
   
	
   

	
            NTI
  shall invite Fibro-NTI Management to, and include Fibro-NTI Management in,
  appropriate worldwide and regional strategic conferences, marketing seminars
  and technical exchanges organized by NTI and/or NTI ASEAN for their joint venture Partners. 




15










ARTICLE 5

TECHNICAL ASSISTANCE AND MARKETING

SUPPORT TO BE RENDERED BY NTI RELATIVE TO

OTHER AGREED UPON TECHNOLOGIES


	
  5.1.

  	
  Uncertainty as to Market
  Structure With Respect to Other Agreed Upon Technologies 

  
	
   
	
   

	
            The
  parties recognize that the structure of the market for each Other Agreed Upon
  Technology in the Territory may require a different marketing approach from
  that required by the structure of the market of Product.  There is therefore an element of
  uncertainty relative to the market for Other Agreed Upon Technologies in the
  Territory, for planning purposes. 

  
	
   
	
   

	
  5.2.
	
  Determination of Services
  to be Performed by NTI With Respect to Other Agreed Upon Technologies. 

	
   
	
   

	
            Accordingly,
  under this Technical Assistance Agreement, NTI shall use its best efforts to
  perform essentially the same range of services with respect to Other Agreed
  Upon Technologies that NTI does in the ordinary course of business with
  respect to Product, adjusted as commensurate to the commercial and financial
  potential of each individual market for Other Agreed Upon Technologies in the
  Territory. 




16










ARTICLE 6 

PAYMENTS TO NTI FOR TECHNICAL ASSISTANCE

AND MARKETING SUPPORT SERVICES

TO FIBRO-NTI


	
  6.1.

  	
  Basis for Payments with
  Respect to Services Relative to Product. 

  
	
   
	
   

	
            Fibro-NTI
  shall make payments to NTI as provided in this Article 6 of this Technical
  Assistance Agreement in consideration of all services performed by NTI as set
  forth in Articles 2, 3, 4 and 5 hereof. 
  The payments set forth herein shall be made throughout the entire term
  of this Technical Assistance Agreement as compensation in full for the
  services specified and duly provided by NTI to Fibro-NTI. 

  
	
   

	
  6.2.
	
  Amount of Payments for
  Services Relative to Product. 

	
   
	
   

	
            Fibro-NTI
  shall pay to NTI an amount equal to seven and one-half percent (7.5%) of Net
  Sales of Product by the Corporation for NTI’s services to Fibro-NTI under
  this Technical Assistance Agreement. 
  Such payments, less applicable withholding tax, shall be paid in U.S.
  Dollars to an account or accounts as may be designated by NTI from time to
  time. 

	
   

	
  6.3.
	
  Basis for Payments with
  Respect to Services Relative to Other Agreed Upon Technologies. 

	
   
	
   

	
            Payments
  to be made to NTI with respect to services to Fibro-NTI relating to Other
  Agreed Upon Technologies shall be as agreed between the Parties on a
  case-by-case basis.  NTI shall perform
  substantially the same services under this Technical Assistance Agreement
  with respect to Other Agreed Upon Technologies that it does with respect to
  Product.  Accordingly, payments to NTI
  for its services with respect to Other Agreed Upon Technologies under this
  Technical Assistance Agreement shall, unless otherwise agreed between the
  Parties, be equal (as a percentage of Net Sales of each Other Agreed Upon
  Technology) to the payments paid by Fibro-NTI to NTI for its services
  hereunder with respect to Product. 




17











	
  6.4.

  	
  When a Sale is Deemed to
  Occur. 

  
	
   
	
   

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

  
	
   

	
  6.5.
	
  Support Year. 

	
   
	
   

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

	
   

	
  6.6.
	
  Statements to NTI. 

	
   
	
   

	
            Within
  sixty (60) days after the last day of each quarterly period in each Support
  Year, Fibro-NTI shall: 

	
   

	
   
	
  6.6.1.
	
  Prepare and deliver to NTI
  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: 

	
   
	
   
	
   

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

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  The total amount
  of compensation, based upon such Net Sales of Product (computed as
  hereinbefore provided) payable to NTI for its services to the Corporation
  hereunder; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  The total
  amount of Net Sales of Other Agreed Upon Technologies (broken down in  reasonable detail by individual volumes
  and customers and showing all costs and discounts leading to the
  establishment of the Net Sales figure for each customer); and 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  The total amount of compensation,
  based upon such Net Sales of Other Agreed Upon Technologies (computed as
  hereinbefore provided) payable to NTI for its services to the Corporation
  hereunder.




18











	
   
	
  6.6.2.
	
  Pay to NTI the full amount
  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 6.6.1
  hereof. 

	
   
	
   
	
   

	
  6.7.
	
  Books and Records. 

	
   
	
   

	
   
	
  Fibro-NTI covenants and
  agrees: 

	
   
	
   

	
   
	
  6.7.1.
	
  That it will keep complete
  and accurate commercial and financial records and books of account showing
  the amount of billings to customers and the amount of deductions therefrom in
  arriving at Net Sales and all additional data and information which may be
  reasonably necessary to enable NTI’s independent accountants to verify the
  completeness and accuracy of each item of information which Fibro-NTI is
  required to set forth in each of the statements referred to in Article 6.6.1;
  

	
   
	
   
	
   

	
   
	
  6.7.2.
	
  That it will keep all such
  commercial and financial records and books of account at its principal office
  and will preserve all such records and books of account for a period of not
  less than three (3) years from and after the date on which such records or
  the last entry in such books of account was made, whichever shall be later;
  and 




19











	
   
	
  6.7.3.
	
  That it will make such
  commercial and financial records, books of account, data and information
  available to NTI’s representatives and to NTI’s independent accountants and
  will give to such representatives or accountants free and complete access, at
  any reasonable time or times, to all such records, books of account, data and
  information, for the purposes of examining the same and verifying the
  completeness and accuracy of each item of information which Fibro-NTI is
  required to set forth in each of the statements referred to in Article 6.6.1
  hereof.  In addition, NTI shall have
  the right to make copies of any of the foregoing.  The independent accountants of Fibro-NTI shall in the ordinary
  course of business provide written confirmation and certification to NTI, at
  least annually, of the data supplied to NTI pursuant to Article 6.6.1
  hereof.  The cost of such reports
  shall be borne by Fibro-NTI.  In the
  event that NTI shall cause its representatives to confirm or verify the
  accuracy of the data supplied by Fibro-NTI, then the costs and fees of such
  representatives shall be borne by NTI unless such representatives shall
  determine, to the satisfaction of Fibro-NTI’s independent accountants, that
  there is a variation in the reporting of Net Sales of five percent (5%) or
  more, in which event the costs and fees of NTI’s representatives and/or
  accountants shall be borne by Fibro-NTI.




20










ARTICLE 7

PROTECTION OF NTI AND/OR

NTIASEAN TRADE SECRETS

	
  7.1.
	
  Recognition of NTI and/or
  NTI ASEAN Trade Secrets.

	
   
	
   

	
            Fibro-NTI
  acknowledges and agrees that (i) NTI Intellectual Property Rights; (ii) NTI
  and/or NTI ASEAN Trade Secrets; (iii) the Know-How,
  Materials, Process, Product and Masterbatch; and (iv) other information
  deemed confidential by NTI and/or NTI ASEAN and designated
  herein and hereafter relating to the business of NTI and/or NTI ASEAN, of the Corporation, and of NTI and/or NTI ASEAN Affiliates, both in the Territory and elsewhere, including but not
  limited to applications of NTI Intellectual Property Rights, cost and cost
  accounting data, customer lists, competition, marketing strategy, supply
  relationships, memoranda, diagrams, pictures, computer software and programs
  as well as records contained therein, sales information, financial information,
  pricing data and margins, are also included within the definition of NTI
  and/or NTI ASEAN Trade Secrets set forth in Article 1.18
  hereof and constitute valuable property rights of NTI, NTI ASEAN and NTI and/or NTI ASEAN Affiliates. 

	
   

	
  7.2.
	
  Protection of NTI and/or
  NTI ASEAN Trade Secrets. 

	
   
	
   

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




21











	
  7.3.

  	
  Protection of NTI and/or
  NTI ASEAN Trade Secrets by Agents (as hereinafter
  defined) and Submanufacturers (as hereinafter defined) of Fibro-NTI. 

  
	
   
	
   

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

  
	
   

	
   
	
  7.3.1.

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

	
   
	
   
	
   

	
   
	
   
	
  (i)
	
  To the extent that
  Fibro-NTI provides Masterbatch to Submanufacturers in requisite quantities to
  allow such Submanufacturers to manufacture Product in the Territory in such
  volumes and forms as may be required for the Corporation’s Business
  (“Submanufacturers”) , it is understood that Fibro-NTI may find it necessary
  to disclose certain NTI and/or NTI ASEAN Trade Secrets to
  such Submanufacturers for such purposes only; 




22











	
   
	
   
	
  (ii)
	
  NTI and/or NTI ASEAN Trade Secrets shall be disclosed only to such Submanufacturers who
  have been specifically approved in writing by NTI and who have entered into
  NTI and/or NTI ASEAN Trade Secrecy Agreements with Fibro-NTI in
  a form approved by NTI, but substantially in the form of the NTI and/or NTI ASEAN Trade Secrecy Agreement set forth in Appendix VII hereof; 

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  Moreover, only those NTI
  and/or NTI ASEAN Trade Secrets which are absolutely
  essential for the functions to be performed by such Submanufacturers shall be
  disclosed to them. 

	
   
	
   
	
   
	
   

	
   
	
  7.3.2.
	
  Fibro-NTI shall not
  transfer ownership, by sale or any other means, of Materials or Masterbatch
  to any Submanufacturers but rather shall provide Masterbatch to
  Submanufacturers without charge for the sole purpose of allowing such
  Submanufacturers to apply the Process with respect to Product, incorporating
  Masterbatch, for the account of Fibro-NTI. 
  Upon completion of any order for such Process of Product by a Submanufacturer,
  Fibro-NTI shall pay such Submanufacturer for its services and the raw
  materials provided by the Submanufacturer in the Process and so take title to
  the Product, and shall require the return by the Submanufacturer of any
  Materials or Masterbatch not utilized in the Process.  A form of Sub-License Agreement to be used
  by Fibro-NTI when ceding physical control of Masterbatch to a Submanufacturer
  is attached hereto as Appendix VIII. 

	
   
	
   
	
   

	
   
	
  7.3.3.
	
  The Parties hereby agree
  and acknowledge that NTI and/or NTI ASEAN are intended
  third party beneficiaries of the NTI and/or NTI ASEAN Trade Secrecy Agreements, and that NTI and/or NTI ASEAN may in the sole discretion of each, on their own behalf or
  derivatively and/or on behalf of the Corporation directly enforce the
  provisions of the NTI and/or NTI ASEAN Trade Secrecy Agreements and/or any
  breach thereof against any and all Agents (as defined in Article 7.3.1
  hereof) and/or Submanufacturers (as defined in Article 7.3.1(i) hereof) who
  have executed same. 




23











	
  7.4.

  	
  Remedies in the Event of a
  Violation of Article 7 Hereof. 

  
	
   
	
   

	
            It
  is understood and recognized by Fibro-NTI that in the event of any violation
  by Fibro-NTI and/or its Agents of the provisions of Article 6 hereof, NTI’s
  and/or NTI ASEAN’s remedy at law will be inadequate and NTI
  and/or NTI ASEAN will suffer irreparable injury.  Accordingly, Fibro-NTI consents to
  injunctive and other appropriate equitable relief upon the institution of
  legal proceedings therefor by NTI and/or NTI ASEAN and in any court
  of competent jurisdiction to protect NTI and/or NTI ASEAN Trade Secrets.  Such relief
  shall be in addition to any other relief to which NTI and/or NTI ASEAN may be entitled at law or in equity, which shall include but not be
  limited to the right of immediate termination of this Technical Assistance
  Agreement. 

  



24











ARTICLE 8

COVENANT TO OBSERVE THE

DOCTRINE OF “CORPORATE OPPORTUNITY”

	
  8.1.
	
  Doctrine of Corporate
  Opportunity and Observance Thereof. 

	
   
	
   

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

	
   

	
  8.2.
	
  Agreement Not to Divert
  Resources. 

	
   
	
   

	
            Fibro-NTI
  and NTI agree that during the term of this Technical Assistance Agreement
  they shall not, directly or indirectly, in any capacity whatsoever, engage
  in, own, manage, operate, control, act as a consultant to, have a financial
  interest in, or otherwise participate in the ownership, licensing,
  management, operation or control of, a business which would impede, substitute,
  displace or divert Net Sales of Product and/or of Other Agreed Upon
  Technologies from the Corporation within the Territory except through the
  Corporation in furtherance of the Corporation’s Business.  During said term NTI shall not in any way,
  directly or indirectly, divert, take away or interfere with or attempt to
  divert, take away or interfere with, any of the customers, accounts,
  suppliers, employees, representatives or patronage of the Corporation.  In the event that this Technical
  Assistance Agreement is terminated: (i) because of a material Breach of the
  Shareholders Joint Venture Agreement by a Party; (ii) because of a material
  Breach of any Ancillary Agreement by a Party; (iii) upon the bankruptcy or
  other adverse condition of a Party as described in Article 9 hereof; (iv)
  pursuant to Article 10 hereof; or (v) upon a Breach of Articles 7 or 8
  hereof, then the Party in Breach or subject to such adverse condition shall
  continue to be bound by the provisions of this Article 8 for a period of
  three years following the date of termination, but Fibro-NTI shall at no time
  be permitted to use NTI and/or NTI ASEAN Trade Secrets for
  any activity outside the Corporation, including but not limited to such
  activities which would have the effect of diverting resources from the
  Corporation.




25











	
  8.3.

  	
  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 8 hereof by a Party, the remedy at law will be
  inadequate and that the other Party to this Technical Assistance Agreement
  shall suffer irreparable injury. 
  Accordingly, each Party to this Technical Assistance Agreement
  consents to injunctive or other appropriate equitable relief upon the institution
  of legal proceedings therefor by the non-violating Party.  Such relief shall be in addition to any
  other relief to which a Party may be entitled at law or in equity, which
  shall include but not be limited to the right of immediate termination of this
  Technical Assistance Agreement. 

  



26










ARTICLE 9

TERM OF AGREEMENT

	
  9.1.
	
  Indefinite Term. 

	
   
	
   

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

	
   

	
  9.2.
	
  Termination. 

	
   
	
   

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

	
   

	
   
	
  9.2.1.
	
  Terminated by either Party
  in accordance with the provisions of Articles 7 and/or 8 hereof; 

	
   
	
   
	
   

	
   
	
  9.2.2.
	
  Terminated in accordance
  with Article 9.3 and/or Article 9.4 hereof; 

	
   
	
   
	
   

	
   
	
  9.2.3.
	
  Terminated by either Party
  by reason of a material Breach or Default of this Technical Assistance
  Agreement by the other Party which has not been cured or remedied in
  accordance with Article 10 hereof; or 

	
   
	
   
	
   

	
   
	
  9.2.4.
	
  Terminated automatically,
  in conjunction with the termination of the Shareholders Joint Venture
  Agreement or 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 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 Technical Assistance
  Agreement shall likewise terminate on the same date, without any further act
  or notice given by a Party hereto. 




27











	
  9.3.

  	
  Termination Upon Change of
  Control of a Party.
  

  
	
   
	
   

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

  
	
   

	
  9.4.
	
  Termination Upon
  Bankruptcy or Insolvency. 

	
   
	
   

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

	
   

	
   
	
  9.4.1.
	
  Payments due under this
  Technical Assistance Agreement for past obligations are rendered in full by
  the Party subject to such proceedings; 

	
   
	
   
	
   

	
   
	
  9.4.2.
	
  Payments due under this
  Technical Assistance Agreement for present obligations are rendered by the
  Party subject to such proceedings pursuant to a payment schedule acceptable
  to the other Party or Parties; and 

	
   
	
   
	
   

	
   
	
  9.4.3.
	
  All other provisions of
  this Technical Assistance Agreement are complied with fully by the Party
  subject to such proceedings. 




28











	
  9.5.

  	
  Payment of Amounts Due. 

  
	
   
	
   

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

  
	
   

	
  9.6.
	
  Cooperation Upon
  Termination. 

	
   
	
   

	
            Upon
  termination of this Technical Assistance Agreement, the Corporation shall
  cooperate with NTI and NTI ASEAN in transferring
  NTI Intellectual Property Rights, and NTI and/or NTI ASEAN Trade Secrets, to NTI, NTI ASEAN or their designated assignee; and NTI shall cooperate with the
  Corporation and with NTI in transferring NTI Trade Secrets to NTI or its
  designated assignee. 

	
   

	
  9.7.
	
  Non-Release of Obligations. 

	
   
	
   

	
            The
  termination of this Technical Assistance 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 7, upon termination of this Technical Assistance
  Agreement, NTI Intellectual Property Rights together with NTI and/or NTI ASEAN Trade Secrets shall continue to be kept secret and confidential by
  Fibro-NTI. 

	
   

	
  9.8.
	
  Cessation of Rights Upon
  Termination. 

	
   
	
   

	
            Upon
  the termination of this Technical Assistance Agreement, for reason of Default
  or Breach of this Technical Assistance Agreement or of the Shareholders Joint
  Venture Agreement or of any Ancillary Agreement, all rights which the Party
  in Default (“Defaulting Party”) may have under or pursuant to this Technical
  Assistance Agreement shall forthwith cease and terminate.  If a dispute as to whether a Default or
  Breach exists is submitted to Arbitration under Article 11 hereof, the
  Parties shall jointly appoint a trustee or agent to oversee the execution of
  the duties hereunder and the protection of the rights hereunder of the Party
  allegedly in Default or Breach.  If
  the Parties cannot agree on a trustee or agent for such purposes, the
  Arbitration Panel shall forthwith appoint same. 




29










ARTICLE 10

DEFAULT


	
  10.1.

  	
  Event of Default. 

  
	
   
	
   

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

  
	
   
	
   

	
   
	
  10.1.1.
	
  Non-payment of funds by
  one Party to another Party when due and owing; and/or 

	
   
	
   
	
   

	
   
	
  10.1.2.
	
  A material Breach
  (“Breach”) of any provision of this Technical Assistance Agreement other than
  Articles 7 and/or 8 hereof; 

	
   
	
   
	
   

	
   
	
  10.1.3.
	
  A Breach of Articles 7
  and/or 8 hereof. 

	
   
	
   
	
   

	
  10.2.
	
  Remedies Upon Default or
  Breach. 

	
   
	
   

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

	
   

	
   
	
  10.2.1
	
  If a Party shall fail to
  make any payments required hereunder after the same are due, (other than due
  to governmental delays) or if it shall commit a Default or Breach in the
  performance of, or by failure to observe and comply with, any other material
  term or provision of this Technical Assistance Agreement to be performed,
  observed or complied with by it, then the Party against whom such Default or
  Breach shall have been committed shall have the right to declare a Default
  and terminate this Technical Assistance Agreement unless the Party in Default
  or Breach shall cure such failure to pay, or cause the same to be cured,
  within thirty (30) days (fifteen (15) days in case of monetary default) after
  receipt of written notice from the other Party, provided, however, that if
  the Party in Default or Breach commences to cure same within the curative
  period specified herein, then the right of termination shall be held in
  abeyance for a reasonable period of time so long as the Party in Default or
  Breach proceeds to cure such Default or Breach with due diligence.  A Party’s right of termination shall be in
  addition to and not in limitation of any of his other rights at law or in
  equity based upon the other Party’s Default or Breach.  Any notice of termination shall stipulate
  the effective date of termination which shall be not less than three (3)
  months nor more than six (6) months following the date that such notice is
  given.




30











	
   
	
  10.2.2
	
  Notwithstanding the
  forgoing, in the event of a violation of Articles 7 and/or 8 hereof by a
  Party hereto, the other Party may at its sole discretion terminate this
  Technical Assistance Agreement with immediate effect upon giving notice to
  the Party in Default or Breach of Article 7 or 8 hereof as provided herein. 

	
   
	
   
	
   

	
  10.3.
	
  Non-Waiver of Rights. 

	
   
	
   

	
            A
  Party’s failure to terminate this Technical Assistance Agreement on account
  of any Breach or Default by the other Party as provided in Article 10.1 or
  10.2 hereof shall in no event constitute or be deemed to constitute a
  waiverby such Party of its right to terminate this Technical Assistance
  Agreement at any time while any such Breach or Default continues (subject to
  the provisions of Article 10.2 hereof), or on account of any subsequent
  Breach or Default by a Party. 




31










ARTICLE 11

DISPUTE RESOLUTION

	
  11.1.
	
  Dispute Resolution by Arbitration. 

	
   
	
   

	
            Any and all disputes,
  except as excluded under Article 11.2 hereof, which may arise between the
  Parties during the term of this Technical Assistance Agreement, after the
  termination thereof, or following the liquidation or dissolution of
  Fibro-NTI, upon failure by the Parties to amicably resolve same after mutual
  good faith negotiations, shall be exclusively settled by arbitration,
  including but not limited to the following: 

	
   
	
   

	
   
	
  11.1.1
	
  A dispute as to whether a
  Default exists; 

	
   
	
   
	
   

	
   
	
  11.1.2
	
  A dispute as to whether a
  Default entitles the non-defaulting Party to terminate this Technical
  Assistance Agreement; 

	
   
	
   
	
   

	
   
	
  11.1.3
	
  A dispute as to the
  validity of this Article 11; 

	
   
	
   
	
   

	
   
	
  11.1.4
	
  A dispute relating to the
  construction, meaning, interpretation, application or effect of this
  Technical Assistance Agreement or anything contained herein; 

	
   
	
   
	
   

	
   
	
  11.1.5
	
  A dispute as to the
  rights, obligations or liabilities of the Parties hereunder. 

	
   
	
   
	
   

	
  11.2.
	
  Disputes Not Subject to
  Arbitration. 

	
   
	
   

	
            Notwithstanding
  anything to the contrary set forth in this Technical Assistance Agreement: 

	
   

	
   
	
  11.2.1
	
  Arbitration may not be
  invoked regarding matters expressed in this Technical Assistance Agreement to
  be agreed upon by or determined with the consent or approval of both Parties.
  

	
   
	
   
	
   

	
   
	
  11.2.2
	
  Arbitration may not be
  invoked if a Party violates the provisions of this Technical Assistance
  Agreement relating to NTI Intellectual Property Rights, NTI and/or NTI ASEAN
  Trade Secrets, or Corporate Opportunity. 
  In such event, the remedies set forth in Articles 7, 8 and/or 10
  hereof shall apply.




32











	
  11.3.

  	
  Conduct of Arbitration
  Proceedings. 

  
	
   
	
   

	
            Such arbitration
  proceedings shall be conducted in English and shall be carried on in the City
  of Brussels or any other place mutually agreeable to the Parties, under the
  UNCITRAL Arbitration Rules.  With
  respect to the interpretation of this Technical Assistance Agreement, the
  laws of Turkey shall apply.  Judgment
  upon the award rendered by the arbitrator in favor of the Prevailing Party,
  which shall include an award concerning the payment of costs, attorneys’
  fees, and expenses of the arbitration proceedings, may be entered in any
  court of competent jurisdiction and assets may be attached in any Turkey in
  the world pursuant to such judgment. 

  
	
   
	
   

	
  11.4.
	
  Designation of the
  “Prevailing Party”.
  

	
   
	
   

	
            In each case in which
  arbitration is invoked under this Technical Assistance Agreement, the
  Shareholders Joint Venture 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”).

	
   
	
   

	
  11.5.
	
  Punitive Damages Excluded. 

	
   
	
   

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




33










ARTICLE 12

GENERAL PROVISIONS


	
  12.1.

  	
  Benefit of Parties.

  
	
   
	
   

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

  
	
   
	
   

	
  12.2.
	
  Counterparts. 

	
   
	
   

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

	
   
	
   

	
  12.3.
	
  Cooperation. 

	
   
	
   

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




34












	
  12.4.

  	
  Index, Captions,
  Definitions and Defined Terms. 

  
	
   
	
   

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

  
	
   
	
   

	
  12.5.
	
  Waiver of Compliance. 

	
   
	
   

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

	
   
	
   

	
  12.6.
	
  Force Majeure. 

	
   
	
   

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




35











	
  12.7.

  	
  Notices. 

  
	
   
	
   

	
            All notices, requests,
  demands or other communications which are required or may be given pursuant
  to the terms of this Technical Assistance 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 Fibro-NTI, to:
	
  Fibro-NTI

	
   
	
  Elemanari Sanaye Insaat

	
   
	
  ve Tic. Ltd. Sti, Karanfil
  Cad. 27

	
   
	
  80620 1. Levent 

	
   
	
  Istanbul

	
   
	
  Turkey 

	
   
	
   

	
  If to NTI, to :
	
  Northern Technologies
  International Corporation

	
   
	
  Attention:  President 
  

	
   
	
  6680 North Highway 49

	
   
	
  Lino Lakes, MN  55014

	
   
	
  Telefax:  651-784-2902 

	
   
	
   

	
  Copy to:
	
  Northern Technologies
  International Corporation 

	
   
	
  Attention: Chairman

	
   
	
  23205 Mercantile Road

	
   
	
  Beachwood, OH  44122

	
   
	
  Telefax:  216-595-1741 

	
   
	
   

	
  Copy to:
	
  Fibrobeton Precast
  Concrete Ltd.

	
   
	
  Elemanari Sanaye Insaat 

	
   
	
  ve Tic. Ltd. Sti, Karanfil
  Cad. 27 

	
   
	
  80620 1. Levent 

	
   
	
  Istanbul

	
   
	
  Turkey 




36











	
  Copy to:

  	
  Atagençer, LLC

	
   
	
  Attention Dr. Mehmet
  Gençer

	
   
	
  10988 Tanager Trail

	
   
	
  Brecksville, OH  44141

	
   
	
  Tel: 440-838-4543

	
   
	
  Fax: 440-838-4584






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

	
   

	
  12.8.
	
  Entire Agreement. 

	
   
	
   

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




37











	
  12.9.

  	
  Validity of Provisions. 

  
	
   
	
   

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

  
	
   

	
  12.10.
	
  Governmental Filings. 

	
   
	
   

	
            Fibro-NTI
  shall be responsible for the preparation and filing of all necessary reports
  relating to this Technical Assistance Agreement and the transactions
  contemplated hereby with each appropriate government agency in the Territory,
  and shall maintain all required governmental filings and permits
  current.  NTI shall provide whatever
  information and documentation reasonably required of and available to it in
  connection with the preparation and filing of such reports. 

	
   

	
  12.11.
	
  Payments. 

	
   
	
   

	
            Any
  payment to be made by Fibro-NTI to NTI pursuant to any provision of this
  Technical Assistance 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 NTI.  NTI shall have the right to specify in
  writing any bank account to which payments due shall be made. 

	
   

	
  12.12.
	
  Derivative Enforcement by
  the Parties. 

	
   
	
   

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




38











	
  12.13.

  	
  Changes Subject to
  Approval of the Parties. 

  
	
   
	
   

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

  



39










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

	
  NORTHERN
  TECHNOLOGIES INTERNATIONAL CORPORATION 

	
   

	
  By  /s/ Philip M. Lynch

	
   
	
  



  	
   

	
   
	
   

	
  FIBRO-NTI,
  JOINT STOCK COMPANY

	
   

	
  By  /s/

	
   
	
  



  	
   




40










APPROVAL OF FIBROBETON PRECAST
CONCRETE, LTD.


          By
its signature hereto FIBROBETON PRECAST CONCRETE, LTD.approves
and agrees to the terms and provisions of this Technical Assistance and
Marketing Support Agreement and of the form of NTI and NTI-ASEAN Trade Secrecy
Agreements attached hereto, and agrees to be bound thereto to the extent that
the terms and provisions thereof are applicable to it, it being understood that
FIBROBETON PRECAST CONCRETE, LTD.shall also have a direct right
of action in its own name for the enforcement of the provisions of this
Technical Assistance and Marketing Support Agreement. 


FIBROBETON PRECAST CONCRETE, LTD. 


	
  By  /s/

  
	
   
	
  



  	
   




41










APPROVAL OF ATAGENÇER, LLC

          By
its signature hereto Atagençer, LLC approves and agrees to the terms and
provisions of this Technical Assistance and Marketing Support Agreement and
agrees to be bound thereto to the extent that the terms and provisions thereof
are applicable to it, it being understood that Atagençer, LLC shall also have a
direct right of action in its own name for the enforcement of the provisions of
this Technical Assistance and Marketing Support Agreement. 

ATAGENÇER, LLC 

	
  By  /s/ Dr. Mehmet A. Gencer

	
   
	
  



  	
   




42