OPERATING AGREEMENT


OF


POLYMER ENERGY, LLC


AN OHIO LIMITED LIABILITY COMPANY


DATED AS OF June 26, 2003











TABLE OF CONTENTS


	
  ARTICLE 1

  	
   
	
  FORMATION OF LIMITED LIABILITY COMPANY
	
  1

	
   
	
   
	
   
	
   

	
  ARTICLE 2
	
   
	
  NAME
	
  1

	
   
	
   
	
   
	
   

	
  ARTICLE
  3  
	
   
	
  DEFINITIONS
	
  1

	
   
	
   
	
   
	
   
	
   

	
   
	
  3.01
	
   
	
  Act.
	
  2

	
   
	
  3.02
	
   
	
  Affiliate
	
  2

	
   
	
  3.03
	
   
	
  Agent.
	
  2

	
   
	
  3.04
	
   
	
  Agreement.
	
  2

	
   
	
  3.05
	
   
	
  Capital Contribution.
	
  2

	
   
	
  3.06
	
   
	
  Cash Available.
	
  2

	
   
	
  3.07
	
   
	
  Code.
	
  2

	
   
	
  3.08
	
   
	
  Company.
	
  2

	
   
	
  3.09
	
   
	
  Company Property.
	
  2

	
   
	
  3.10
	
   
	
  Confidential
  Information.
	
  2

	
   
	
  3.11
	
   
	
  Control.
	
  3

	
   
	
  3.12
	
   
	
  Dissolution Event.
	
  3

	
   
	
  3.13
	
   
	
  Distributees.
	
  3

	
   
	
  3.14
	
   
	
  Fiscal Year.
	
  3

	
   
	
  3.15
	
   
	
  Gross Revenues
	
  3

	
   
	
  3.16
	
   
	
  Joint Venture Agreement.
	
  3

	
   
	
  3.17
	
   
	
  Manager.
	
  3

	
   
	
  3.18
	
   
	
  NTI
	
  3

	
   
	
  3.19
	
   
	
  Officers.
	
  3

	
   
	
  3.20
	
   
	
  Person.
	
  3

	
   
	
  3.21
	
   
	
  Polymer Recycling
  Technology
	
  3

	
   
	
  3.22
	
   
	
  Shares.
	
  3

	
   
	
  3.23
	
   
	
  Shareholder
	
  3

	
   
	
  3.24
	
   
	
  Tax Distribution.
	
  4

	
   
	
  3.25
	
   
	
  Territory
	
  4

	
   
	
  3.26
	
   
	
  Trade Secret
	
  4

	
   
	
  3.27
	
   
	
  Transfer.
	
  4

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE
  4  
	
   
	
  NATURE OF BUSINESS
	
  4

	
   
	
   
	
   
	
   

	
  ARTICLE
  5  
	
   
	
  NAMES AND ADDRESSES OF SHAREHOLDERS
	
  4

	
   
	
   
	
   
	
   

	
  ARTICLE
  6  
	
   
	
  TERM
	
  5

	
   
	
   
	
   
	
   

	
  ARTICLE
  7  
	
   
	
  PRINCIPAL PLACE OF BUSINESS
	
  5

	
   
	
   
	
   
	
   

	
  ARTICLE
  8  
	
   
	
  CAPITALIZATION OF THE COMPANY
	
  5

	
   
	
   
	
   
	
   
	
   

	
   
	
  8.01
	
   
	
  Initial Capitalization.
	
  5

	
   
	
  8.02
	
   
	
  Additional Capital
  Contributions.
	
  5















	
  ARTICLE
  9  
	
   
	
  RESTRICTIONS ON TRANSFER
	
  5

	
   
	
   
	
   
	
   
	
   

	
   
	
  9.01
	
   
	
  Prohibited Transfers.
	
  5

	
   
	
  9.02
	
   
	
  Exclusion From Provisions
  of Article 9.
	
  5

	
   
	
  9.03
	
   
	
  Notation on Company’s
  Books.
	
  6

	
   
	
  9.04
	
   
	
  Notice of Offer.
	
  6

	
   
	
  9.05
	
   
	
  Right of First Refusal.
	
  6

	
   
	
  9.06
	
   
	
  Offer to Other
  Shareholders.
	
  6

	
   
	
  9.07
	
   
	
  Payment of Purchase
  Price.
	
  6

	
   
	
  9.08
	
   
	
  Sale to Third Party.
	
  6

	
   
	
  9.09
	
   
	
  Consent of Managers.
	
  7

	
   
	
  9.10
	
   
	
  Applicability to Transferees.
	
  7

	
   
	
  9.11
	
   
	
  Transfer in Violation of
  this Agreement
	
  7

	
   
	
  9.12
	
   
	
  Endorsement of Share
  Certificates.
	
  7

	
   
	
   
	
   
	
   

	
  ARTICLE 10 
	
   
	
  ADDITIONAL SHAREHOLDERS
	
  7

	
   
	
   
	
   
	
   

	
  ARTICLE
  11  
	
   
	
  DISTRIBUTIONS
	
  8

	
   
	
   
	
   
	
   
	
   

	
   
	
  11.01
	
   
	
  Tax Distributions.
	
  8

	
   
	
  11.02
	
   
	
  Limitation on Tax
  Distributions.
	
  8

	
   
	
  11.03
	
   
	
  Discretionary
  Distributions.
	
  8

	
   
	
  11.04
	
   
	
  Dissolution.
	
  8

	
   
	
  11.05
	
   
	
  Record Date.
	
  9

	
   
	
  11.06
	
   
	
  No Withdrawals.
	
  9

	
   
	
   
	
   
	
   

	
  ARTICLE
  12  
	
   
	
  ALLOCATIONS OF PROFITS AND LOSSES
	
  9

	
   
	
   
	
   
	
   
	
   

	
  ARTICLE
  13  
	
   
	
  BOOKS AND RECORDS
	
  9

	
   
	
   
	
   
	
   
	
   

	
   
	
  13.01
	
   
	
  Record Keeping
  Requirements.
	
  9

	
   
	
  13.02
	
   
	
  Right to Examine
  Records.
	
  9

	
   
	
  13.03
	
   
	
  Confidential
  Information.
	
  9

	
   
	
  13.04
	
   
	
  Tax Information.
	
  10

	
   
	
  13.05
	
   
	
  Bank Accounts
	
  10

	
   
	
   
	
   
	
   

	
  ARTICLE
  14  
	
   
	
  RIGHTS AND OBLIGATIONS OF SHAREHOLDERS
	
  10

	
   
	
   
	
   
	
   
	
   

	
   
	
  14.01
	
   
	
  No Personal Liability
	
  10

	
   
	
  14.02
	
   
	
  Shareholder Duty.
	
  10

	
   
	
  14.03
	
   
	
  Priority and Return of
  Capital.
	
  10

	
   
	
  14.04
	
   
	
  Quorum.
	
  10

	
   
	
  14.05
	
   
	
  Voting
	
  11

	
   
	
  14.06
	
   
	
  Consent of Shareholders
  in Lieu of Meeting
	
  11






ii












	
  ARTICLE
  15  
	
   
	
  RIGHTS AND DUTIES OF MANAGERS
	
  11

	
   
	
   
	
   
	
   
	
   

	
   
	
  15.01
	
   
	
  Rights of Managers.
	
  11

	
   
	
  15.02
	
   
	
  Number and Election of
  Managers.
	
  11

	
   
	
  15.03
	
   
	
  Chairman and Vice
  Chairman
	
  11

	
   
	
  15.04
	
   
	
  Meetings.
	
  12

	
   
	
  15.05
	
   
	
  Quorum
	
  12

	
   
	
  15.06
	
   
	
  Actions by the Managers
	
  12

	
   
	
  15.07
	
   
	
  Meetings by Means of
  Conference Telephone.
	
  12

	
   
	
  15.08
	
   
	
  Compensation.
	
  12

	
   
	
  15.09
	
   
	
  Interested Managers
	
  12

	
   
	
  15.10
	
   
	
  Liability for Certain
  Acts.
	
  13

	
   
	
  15.11
	
   
	
  Right to Rely on
  Opinions and Reports
	
  13

	
   
	
  15.12
	
   
	
  Managers and
  Shareholders Have No Exclusive Duty to the Company.
	
  13

	
   
	
  15.13
	
   
	
  Indemnity of the
  Managers, Employees and Other Agents.
	
  14

	
   
	
  15.14
	
   
	
  Removal of Managers.
	
  14

	
   
	
  15.15
	
   
	
  Appointment of Officers.
	
  14

	
   
	
   
	
   
	
   

	
  ARTICLE 16
	
   
	
   
	
  14

	
   
	
   
	
   
	
   

	
  [RESERVED]
	
   
	
   
	
  14

	
   
	
   
	
   
	
   

	
  ARTICLE
  17  
	
   
	
  DISSOLUTION OF THE COMPANY
	
  14

	
   
	
   
	
   
	
   
	
   

	
   
	
  17.01
	
   
	
  Dissolution Events.
	
  14

	
   
	
  17.02
	
   
	
  Death or Incompetency.
	
  14

	
   
	
  17.03
	
   
	
  No Recourse.
	
  15

	
   
	
  17.04
	
   
	
  Winding Up.
	
  15

	
   
	
  17.05
	
   
	
  No Technical
  Liquidation.
	
  15

	
   
	
  17.06
	
   
	
  Statement Furnished.
	
  15

	
   
	
   
	
   
	
   

	
  ARTICLE
  18  
	
   
	
  SHARE CERTIFICATES
	
  16

	
   
	
   
	
   
	
   

	
  ARTICLE
  19  
	
   
	
  DISPUTE RESOLUTION
	
  16

	
   
	
   
	
   
	
   

	
  ARTICLE
  20  
	
   
	
  AMENDMENT OF OPERATING AGREEMENT
	
  16

	
   
	
   
	
   
	
   
	
   

	
   
	
  20.01
	
   
	
  Clarification
  Amendments.
	
  16

	
   
	
  20.02
	
   
	
  Amendments Admitting
  Shareholders.
	
  16

	
   
	
  20.03
	
   
	
  Amendments to Satisfy
  Changes in Law.
	
  16

	
   
	
  20.04
	
   
	
  Other Amendments.
	
  16




iii










	
  ARTICLE
  21  
	
   
	
  MERGER, CONSOLIDATION AND SALE OF ASSETS
	
  17

	
   
	
   
	
   
	
   
	
   

	
   
	
  21.01
	
   
	
  Vote.
	
  17

	
   
	
  21.02
	
   
	
  Dissenter’s Rights.
	
  17

	
   
	
   
	
   
	
   

	
  ARTICLE
  22  
	
   
	
  MISCELLANEOUS
	
  17

	
   
	
   
	
   
	
   
	
   

	
   
	
  22.01
	
   
	
  No Partnership Intended
  for Non-Tax Purposes.
	
  17

	
   
	
  22.02
	
   
	
  Rights of Creditors and
  Third Parties Under This Agreement.
	
  17

	
   
	
  22.03
	
   
	
  Entire Agreement.
	
  17

	
   
	
  22.04
	
   
	
  Governing Law.
	
  17

	
   
	
  22.05
	
   
	
  Captions.
	
  17

	
   
	
  22.06
	
   
	
  Gender.
	
  18

	
   
	
  22.07
	
   
	
  Severability.
	
  18

	
   
	
  22.08
	
   
	
  Binding Effect.
	
  18

	
   
	
  22.09
	
   
	
  Modification and Waiver
	
  18

	
   
	
  22.10
	
   
	
  Further Cooperation.
	
  18

	
   
	
  22.11
	
   
	
  Counterparts.
	
  18

	
   
	
  22.12
	
   
	
  Designation of Tax
  Matters Partner.
	
  18




iv










OPERATING
AGREEMENT


OF


POLYMER
ENERGY, LLC


          THIS
OPERATING AGREEMENT is entered into as of this 26th day of June, 2003 by and
among the persons who have executed this Agreement and are identified as
Shareholders in Schedule A attached hereto and such other persons, if any, who
may hereafter become additional Shareholders and sign counterpart signature
pages hereof (individually referred to as “Party” and collectively referred to
as the “Parties”).


R
E C I T A L S:

          The Parties
have determined that it will be in their collective best interests to form a
new joint venture entity to license the “Polymer Recycling Technology” as
hereinafter defined), and commercially exploit the Polymer Energy Technology
within the “Territory” (as hereinafter defined) in such ways as may be agreed
to by the Parties.  

          NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:  

ARTICLE 1

FORMATION OF LIMITED LIABILITY COMPANY

          On November
20, 2002, Articles of Organization were filed with the Secretary of State of
Ohio thereby forming a limited liability company that shall serve as the joint
venture entity referred to in the Recitals above (the “Company”) under the
provisions of the Ohio Limited Liability Company Act as set forth in Chapter
1705 of the Ohio Revised Code (the “Act”).

ARTICLE 2

NAME


          The
business of the Company shall be conducted under the name Polymer Energy, LLC or such
other name as the Board of Managers shall hereafter designate.


ARTICLE 3

DEFINITIONS

          As used in
this Agreement and the Tax Appendix attached hereto as Schedule B and made a part
hereof (the “Tax Appendix”), the following terms shall have the meanings
indicated.  Capitalized terms used in
this Agreement but not listed below shall have the meanings specified in the
Tax Appendix.










          3.01     Act. 
The Ohio Limited Liability Company Act set forth in Chapter 1705 of the
Ohio Revised Code.

          3.02     Affiliate. Any Person that controls,
is controlled by, or is under common control with a designated Person.

          3.03     Agent.  Any officer, director, manager, employee, consultant or other
representative, however denominated, of a Person. 

          3.04     Agreement. This Operating Agreement,
as amended, modified or supplemented from time to time.

          3.05     Capital Contribution.  The amount of cash and/or at the election of
the Managers, the fair market value of any amount contributed by a Shareholder
to the Company in exchange for its shares, including (i) property, (ii)
services rendered, or (iii) a promissory note or other obligation to contribute
cash or property or to perform services, which obligation is set forth in
writing and signed by the Shareholder.

          3.06     Cash Available.  Includes all funds received by the Company
from any source whatsoever, including (i) Capital Contributions, (ii) its
operations, (iii) income derived from royalties paid to the Company pursuant to
a license of the Polymer Recycling Technology by the Company to any Person
(including a license by the Company to a Party), (iv) interest or other income
earned on funds, (v) borrowings or the refinancing of any indebtedness of the
Company; and/or (vi) the sale of any Company Property (but excluding sales made
to liquidate Company Property upon dissolution), and determined by the Managers
to be available for distribution after paying expenses, paying Tax
Distributions pursuant to Section 11.01 hereof, making such prepayments of
indebtedness of the Company as the Managers may, in their discretion,
determine, and providing reserves for such anticipated expenses and acquisition
of assets as the Managers reasonably determine are necessary or desirable for
the efficient and appropriate operation of the Company.


          3.07     Code.  The Internal Revenue Code of 1986, as amended.  All references to particular sections of the
Code shall be deemed to include references to corresponding provisions of
subsequent federal tax law.


          3.08     Company.  The limited liability company formed pursuant to the Articles of
Organization of the Company, as it may from time to time be constituted.


          3.09     Company Property.  All real and personal property acquired by
the Company, including both tangible and intangible property.


          3.10     Confidential Information.  Any data or information, other than Trade
Secrets, that is valuable to a Person and not generally known to competitors of
that Person. 


2











          3.11     Control.  The power, directly or indirectly, to direct or cause the
direction of the management and policies of a Person, whether through ownership
of securities, by contract or otherwise.

          3.12     Dissolution Event.  As defined in Section 17.01.

          3.13     Distributees.  Shareholders.

          3.14     Fiscal Year.  The fiscal year of the Company, and its
taxable year for federal income tax purposes, which shall be the calendar year.

          3.15     Gross Revenues.  All revenues and other consideration of any
type received from any source, without deduction, determined in accordance with
generally accepted accounting principles consistently applied.  

          3.16     Joint Venture Agreement. 
The Joint Venture Agreement of even date
herewith among the Shareholders, as the same may hereafter be amended or
restated.

          3.17     Manager.  As that term is defined in the Act.  The Board of Managers shall manage the business and affairs of
the Company in accordance with this Agreement.

          3.18     NTI  Northern
Technologies International Corporation, a Delaware corporation.

          3.19     Officers.  The officers of the Company from time to time elected or
appointed and acting pursuant to Section 15.17 of this Agreement.


          3.20     Person.  Any natural person, corporation, partnership, firm, association,
limited liability company or any other entity, whether acting in an individual,
fiduciary or other capacity.  


          3.21     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 to the Joint Venture
Agreement.


          3.22     Shares.  “Membership interests” (as that term is defined in the Act),
representing an ownership interest in the equity of the Company, including any
classes of Shares authorized from time-to-time by the terms of this
Agreement.  Except as otherwise
expressly stated herein, the number of Shares held by a Person in relation to
the total number of Shares then outstanding shall determine that Person’s
relative participation in the capital, Profits and Losses and distributions
from the Company.  The Managers shall
determine from time-to-time the Capital Contributions or other consideration to
be accepted in exchange for Shares.  


          3.23     Shareholder.  “Member” (as that term is defined in the
Act).


3











          3.24     Tax Distribution.  A cash distribution to the Shareholders
pursuant to the provisions of Section 11.01 of this Agreement. 

          3.25     Territory.  All NAFTA countries (Canada, United States and Mexico) and all
countries of Asia, including without limitation all ASEAN countries as well as
India, Japan, China, and Turkey.


          3.26     Trade Secret  Information, including but not limited to
technical or non-technical data, a formula, pattern, compilation, program,
device, method, technique, drawing, process, financial date, financial plan,
product plan, list of actual or potential customers or suppliers, or other
information similar to any of the foregoing, which (a) derives economic value,
actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other Persons who can derive economic value
from its disclosure or use, and (b) is the subject of reasonable efforts by a
Person to maintain its secrecy.  For
purposes of this Agreement, the term “Trade Secrets” does not include
information that (x) was generally known to the public at the time of the
disclosure of such information in violation of any provision of this Agreement,
(y) became generally known to the public after disclosure in violation of any
provision of this Agreement through no act or omission of the Person who owned
the Trade Secrets, or (z) was disclosed to any Person by a third party having a
bona fide right both to possess such information and to disclose such
information to a Person who is not the owner of the Trade Secrets.


          3.27     Transfer.  Any transfer, sale, assignment, pledge, encumbrance,
hypothecation or other disposition, irrespective of whether any of the
foregoing are effected voluntarily or involuntarily, or by operation of law or
otherwise, or whether inter vivos or upon death.


ARTICLE 4


NATURE OF BUSINESS


          The purpose
for which the Company is formed is to commercially exploit the Polymer Energy
Technology throughout the Territory and to engage in any lawful act or activity
for which limited liability companies may be formed under the Act in order to
accomplish such purpose.


ARTICLE 5


NAMES AND ADDRESSES OF SHAREHOLDERS


          The names
and addresses of the Shareholders are set forth in Schedule A attached
hereto.  Schedule A shall be amended
from time to time to reflect the admission of additional Shareholders into the
Company.  


4










ARTICLE 6

TERM

          The term of
this Agreement shall commence as of the date first set forth above and shall be
perpetual unless sooner terminated as hereinafter provided. 

ARTICLE 7

PRINCIPAL PLACE OF BUSINESS

          The
principal place of business of the Company shall be in Cuyahoga County, Ohio,
or such other place or places as the Managers may designate, either within or
without the State of Ohio.

ARTICLE 8

CAPITALIZATION OF THE COMPANY

          8.01     Initial Capitalization.  The initial Shares of the Company shall be
owned by those Persons and in such amounts as are set forth in Schedule A
attached hereto.  

          8.02     Additional Capital Contributions.  In the event that the Managers shall
determine that additional Capital Contributions (“Additional Capital
Contributions”) are necessary for the Company through the issuance of
additional Shares, then the Managers shall determine the price per Share, the
number of Shares to be issued and the other terms thereof.  Shareholders shall have the opportunity to
make Additional Capital Contributions in proportion to their respective equity
interests at the time.  Equity interests
of Shareholders who decline to make Additional Capital Contributions will be
diluted by the number of new Shares issued as a consequence of Additional
Capital Contributions by existing Shareholders or new Shareholders.

ARTICLE 9


RESTRICTIONS ON TRANSFER


          9.01     Prohibited Transfers.  No Shareholder shall Transfer any Shares
voluntarily or involuntarily (including, without limitation, disposition by way
of bankruptcy, execution, hypothecation, seizure and sale by legal process,
operation of law or otherwise), to any Person except and only in strict
accordance with the terms, covenants and conditions, and subject to the
restrictions, obligations, options and limitations, set forth in this
Agreement.


          9.02     Exclusion From Provisions of Article 9.  Nothing herein shall preclude or in any
manner limit a Shareholder from transferring such Shareholder’s interest to the
Company, or any part thereof, to an Affiliate of the transferring Shareholder
or to another Shareholder or from transferring such Shareholder’s interest to
such Shareholder’s spouse, children or to a trust for the benefit of any of
such Persons; provided, however, that the transferee shall become a party to
this Agreement and shall be bound by all of the provisions hereof.  Any such transfer may be made without compliance
with Sections 9.01, 9.04, 9.05, 906, 9.07, 9.08 and 9.09 of this Agreement.


5











          9.03     Notation on Company’s Books.  No Transfer of Shares shall be effective
until (i) noted on the Company’s books; and (ii) the transferee has agreed in writing
to be bound by the terms and conditions of this Agreement.

          9.04     Notice of Offer.  For purposes of this Agreement, the term
“Qualified Offer” shall mean a legally enforceable written offer from a Person
financially capable of carrying out its terms. 
In the event that a Shareholder (“Offering Shareholder”) shall receive
and desire to accept a Qualified Offer to Transfer all or any portion of the
Shares held by the Offering Shareholder, then the Offering Shareholder shall
promptly give notice to the Company of the existence of such Qualified Offer
and include a complete copy of such Qualified Offer in such notice.  The notice shall constitute an offer from
the Offering Shareholder to sell all of the Shares which are the subject of the
Qualified Offer (the “Offered Shares”) to the Company and to the other
Shareholders at a purchase price and upon terms which are the same as the
purchase price and other terms set forth in the Qualified Offer.  

          9.05     Right of First Refusal.  The Company shall have thirty (30) days from
its receipt of the aforesaid notice in which to accept the Offering
Shareholder’s offer described in Section 9.04. 
Acceptance by the Company shall be by notice given in the manner
described in Section 23.12 of this Agreement. 
Notwithstanding the foregoing, no acceptance by the Company shall be
deemed to be valid if:  (i) the Company
shall have elected to acquire less than all of the Offered Shares; and (ii) the
other Shareholders shall not have elected to acquire the balance of the Offered
Shares pursuant to Section 9.06.


          9.06     Offer to Other Shareholders.  In the event that the Company shall not have
elected to acquire all of the Offered Shares within the thirty (30) day period
described in Section 9.05, then the other Shareholders shall have thirty (30)
days from the expiration of the Company’s thirty (30) day option period in
which to acquire all, but not less than all, of the balance of the Offered
Shares.  The Company shall give notice
thereof to the Offering Shareholder and the other Shareholders.  


          9.07     Payment of Purchase Price.  The purchase price for Shares purchased by
the Company or a Shareholder pursuant to this Article shall be paid in the
manner set forth in the Qualified Offer.


          9.08     Sale to Third Party.  In the event that both the Company and the
other Shareholders shall not elect, in the aggregate, to purchase all of the
Offered Shares, then the Offering Shareholder may sell all of the Offered
Shares pursuant to the terms of the Qualified Offer, subject to consent of the
Managers as set forth in Section 9.09. 
In the event that the sale pursuant to the Qualified Offer shall not be
consummated within thirty (30) days after the expiration of the thirty (30) day
option period granted to the other Shareholders pursuant to Section 9.06, then
the provisions of this Agreement shall again apply to the Offered Shares as if
no Qualified Offer had ever been made.  


6











          9.09     Consent of Managers.  No Transfer of Shares to a third party shall
be effective unless the Managers shall consent to such Transfer, which consent
shall not be unreasonably withheld.  In
determining whether to grant their consent, the Managers may take the following
factors into consideration:  (i) the
reputation of the proposed transferee; (ii) the financial ability of the
proposed transferee to make Additional Capital Contributions in the future;
(iii) the ability and willingness of the proposed transferee to assist the
Company in its future growth by reason of such person’s contacts, experience
and other attributes; (iv) the tax consequences, if any, to the Company that
would occur as a result of the Transfer; and (v) compliance with all securities
laws and regulations applicable to the proposed Transfer.

          9.10     Applicability to Transferees.  A transferee who is not a Party to this
Agreement but who acquires any Shares from a Shareholder following compliance
with this Agreement shall thereafter be deemed to be a Shareholder and a Party
with respect to the Shares so acquired.

          9.11     Transfer in Violation of this Agreement  Any sale, transfer or other disposition of
Shares by a Shareholder to any Person in violation of the provisions of this
Agreement is prohibited and shall be null, void and of no effect.

          9.12     Endorsement of Share Certificates.  The Company shall endorse upon each
certificate evidencing any Shares a legend in substantially the following form:

	
   
	
  The transfer
  of the Shares  represented by this certificate
  is subject to certain restrictions under the terms of the Company’s Operating
  Agreement which is on file in the office of the Company.  Any attempt to transfer in violation of
  the provisions of said Agreement shall be null and void and of no effect.  The Company will mail to any shareholder a
  copy of the aforementioned restrictions without charge within five (5) days
  after receipt of written request therefor.”




The Company
shall not transfer any Shares other than in accordance with this Agreement.  If, for any reason, any of the Shares are no
longer subject to the restrictions and provisions hereof, the Company shall,
upon request of a Shareholder, issue a new certificate or certificates for such
Shares without such endorsement upon surrender to the Company of the
certificate or certificates containing such endorsement.

ARTICLE 10


ADDITIONAL SHAREHOLDERS


          Any Person
may, with the consent of the Managers, become a Shareholder upon the issuance
by the Company of Shares to such Person for such consideration as the Managers
shall determine.  No new Shareholders
shall be entitled to any retroactive allocation of losses, income or expense
deductions incurred by the Company.  The
Managers may, at their option, at the time a Shareholder is admitted, close the
Company books (as though the Company’s tax year had ended) or make pro rata
allocations of loss, income and expense deductions to a new Shareholder for
that portion of the Company’s tax year in which a Shareholder was admitted in
accordance with the provisions of Section 706(d) of the Code and the
Regulations promulgated thereunder.


7










ARTICLE 11

DISTRIBUTIONS

          11.01     Tax Distributions.  The Managers shall have discretion to
authorize Tax Distributions as described in this Section after taking into
account the Cash Available and future cash requirements.  Subject to the foregoing, if the Company
reports taxable income (for federal income tax purposes) for a Fiscal Year, a
distribution shall be made (the “Tax Distribution”) to the Distributees with
respect to such year in an aggregate amount equal to the result obtained when
such taxable income is multiplied  by
the maximum federal individual income tax rate (the “Tax Rate”) for such year.  The Tax Distribution shall be calculated
periodically on a good faith estimated basis by the Managers in order for
Company to make quarterly interim Tax Distributions prior to the dates on which
individuals are generally required to make Federal estimated tax payments.  If the sum of any distributions (including
Interim Tax Distributions) made to the Distributees pursuant to this Article 11
during any Fiscal Year to which this Section 11.01 applies is less than the
amount of the Tax Distribution required for such year (a “Tax Distribution
Shortfall”), then on or before March 31 of the following year, the Company
shall distribute to the Distributees an aggregate amount equal to such Tax
Distribution Shortfall.  In determining
whether a Tax Distribution Shortfall exists with respect to any Fiscal Year, there
shall be excluded any distribution during such year which was made because of a
Tax Distribution Shortfall for the preceding year.  Each distribution made pursuant to this Section 11.01 shall be
distributed to the Distributees pro rata in accordance with their ownership of
Shares.


          11.02     Limitation on Tax Distributions.  Notwithstanding the provisions of Section
11.01 hereof, the Company shall not be required to borrow money in order to
make Tax Distributions except as determined by the Managers in their sole
discretion.

          11.03     Discretionary Distributions.  Except as otherwise provided herein, any
Cash Available shall be distributed to the Distributees pro rata in accordance
with their ownership of Shares at such times as the Managers shall
determine.  

          11.04     Dissolution.  Upon the occurrence of a Dissolution Event,
the Managers shall liquidate the Company Property and apply and distribute the
proceeds thereof as follows:

	
   
	
      (a)     The
  proceeds shall first be applied to the payment of the liabilities of the
  Company (including the repayment of any loans or advances made by
  Shareholders) and the expenses of liquidation.  The Managers may retain such amounts as they deem reasonably
  necessary as a reserve for any contingent liabilities or obligations of the
  Company.  A reasonable time shall be
  allowed for the orderly liquidation of Company Property and the discharge of
  liabilities to creditors so as to enable the Managers to minimize losses
  normally attendant upon a liquidation.




8











	
   
	
      (b)     Any
  and all proceeds remaining after paying the liabilities referred to in
  subparagraph (a) above shall be distributed to the Distributees in accordance
  with their Capital Accounts, after giving effect to all contributions,
  distributions and allocations for all periods.




          11.05     Record Date.  Any distributions to be made by the Company
(whether a Tax Distribution from Cash Available or by reason of the liquidation
of the Company) will be distributed to those Distributees who are the owners of
record of Shares on the date each such distribution is made.

          11.06     No Withdrawals.  No Distributee shall be entitled to make
withdrawals from his Capital Account except to the extent of distributions made
under this Article 11.    


ARTICLE 12


ALLOCATIONS OF PROFITS AND LOSSES


          Profits and Losses shall be allocated among the Distributees in
accordance with the Tax Appendix attached hereto as Schedule B and made a part
hereof.  


ARTICLE 13

BOOKS AND RECORDS

          13.01     Record Keeping Requirements.  The Company shall keep full and complete
books and records in accordance with the Act. 
The books and records of the Company shall be kept and maintained at its
offices or, subject to the provisions of the Act, at such other place or places
as the Company may from time to time determine.  The Company’s books shall be kept on the cash basis, unless a
different accounting method is permitted under applicable law and the Managers
elect to employ such method.

          13.02     Right to Examine Records.  Any Shareholder  shall have the right to examine the books, records and financial
accounts of the Company at any reasonable time specified by the Company and for
any purpose reasonably related to the ownership of such Person’s Shares.  In lieu of the examination of such records,
the Company may, at such Shareholder’s expense, provide copies of the requested
records to such Shareholder.

          13.03     Confidential Information.  Notwithstanding any other provision of this
Agreement, the Company has the right to keep confidential from its Shareholders
for a reasonable period of time any information which the Company reasonably
considers to be in the nature of trade secrets or any other information as
follows:

	
   
	
  (i)
	
  information
  the disclosure of which the Company in good faith reasonably believes is not
  in the best interests of the Company or could damage the Company or its
  business; and

	
   
	
   
	
   

	
   
	
  (ii)
	
  information
  that the Company is required by law or by agreement with a third person to
  keep confidential.




9








          13.04     Tax Information.  As promptly as reasonably practical after
the end of each Fiscal Year, the Company shall transmit to all Shareholders,
such information regarding the Company as is necessary to permit the
Shareholders to prepare their federal income tax returns.  The Company shall also transmit to
Shareholders, when available, the financial statements of the Company for such
Fiscal Year.  

          13.05     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 Managers. 
Withdrawals from such account or accounts shall be made by checks or
other appropriate instruments signed by the Chief Executive Officer of the
Company and such other officer(s) or Person(s) as the Board of Directors shall
from time to time designate.

ARTICLE 14

RIGHTS AND OBLIGATIONS OF SHAREHOLDERS

          14.01     No Personal Liability.  Except as otherwise agreed in writing by a
Shareholder, a Shareholder shall not be personally liable for any debts,
liabilities or obligations of the Company, whether to the Company, to any
Shareholder or to the creditors of the Company, beyond (i) the amount
contributed by such Shareholder to the capital of the Company, (ii) such
Shareholder’s share of the accumulated but undistributed Profits of the
Company, if any, and (iii) the amount of any distribution (including the return
of any Capital Contribution) made to such Shareholder required to be returned
to the Company pursuant to the Act.  

          14.02     Shareholder Duty.  For purposes of determining the various
duties owed by the majority Shareholders of the Company, including, but not
limited to, the duty owed by a majority Shareholder to a minority Shareholder,
the common law and statutory law of the State of Ohio with respect to
corporations shall govern.


          14.03     Priority and Return of Capital.  Except as may be otherwise expressly
provided in this Agreement, no Shareholder shall have priority over any other
Shareholder, either as to the return of Capital Contributions or as to Profits,
Losses or distributions; provided, however, that this Article shall not apply
to loans (as distinguished from Capital Contributions) which a Shareholder has
made to the Company.  


          14.04     Quorum.  Except as otherwise provided by law or by the Articles of
Organization or the Joint Venture Agreement, the holders of a majority of the
Shares issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business. 
If, however, such quorum shall not be present or represented at any meeting
of the Shareholders, the Shareholders entitled to vote thereat, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. 
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.  If
the adjournment is for more than thirty (30) days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Shareholder entitled to vote at the meeting.


10











          14.05     Voting.  Unless otherwise required by law, the Articles of Organization,
or the Joint Venture Agreement or this Agreement, any question brought before
any meeting of Shareholders shall be decided by the vote of the holders of a
majority of the Shares represented and entitled to vote thereat.  The Shareholders shall have exclusive voting
power in all matters as to which approval of the Shareholders is expressly
required by this Agreement or the Act. 
Each Shareholder represented at a meeting of Shareholders shall be
entitled to cast one vote for each Share entitled to vote thereat held by such
Shareholder.  Such votes may be cast in
person or by proxy, but no proxy shall be voted more than one (1) year from its
date, unless such proxy provides for a longer period.  The Managers, in their discretion, or the officer of the Company
presiding at a meeting of Shareholders, in his discretion, may require that any
votes cast at such meeting shall be cast by written ballot.

          14.06     Consent of Shareholders in Lieu of Meeting.  Unless otherwise provided in the Articles of
Organization or the Joint Venture Agreement, any action required or permitted
to be taken at any meeting of Shareholders may be taken without a meeting,
without prior notice and without a vote if a consent in writing, setting forth
the action so taken, shall be signed by the holders of the number of issued and
outstanding Shares required pursuant to Section 14.05 to take such action.  If such action is taken by the written
consent of the holders of less than all of the issued and outstanding Shares of
the Company, a notice of the action so taken shall promptly be provided in the
manner required by Section 29.12 of this Agreement to all Shareholders who have
not provided their written consent.  


ARTICLE 15


RIGHTS AND DUTIES OF MANAGERS


          15.01     Rights of Managers.  The Company shall be managed by a Board of
Managers.  The Managers as a group shall
direct, manage and control the business of the Company to the best of their
ability.  Except for situations in which
the approval of the Shareholders is expressly required by this Agreement or by
non-waivable provisions of applicable law or as otherwise provided in this
Agreement or in the Joint Venture Agreement, the Board of Managers shall have
full and complete authority, power and discretion to manage and control the
business, affairs and properties of the Company, to make all decisions
regarding those matters and to perform any and all other acts or activities
customary or incident to the management of the Company’s business, in all
respects in accordance with this Agreement. 
No Shareholder shall have any power or authority to bind the Company
unless the Shareholder has been authorized by the Board of Managers to act as
an agent of the Company.


          15.02     Number and Election of Managers.  The Board of Managers shall consist of six
(6) Persons, or such other number of Managers as the Parties may agree.  Managers do not need to be
Shareholders.  The designation and
election of Managers and substitute Managers shall be governed by the terms of
the Joint Venture Agreement.


          15.03     Chairman and Vice Chairman.  Maciej Zalewski is hereby designated as
Chairman of the Board of Managers of the Company, and Philip M. Lynch is hereby
designated and elected as Vice Chairman of the Board of Managers of the
Company.  The Chairman shall serve at
the pleasure of the Shareholders other than NTI, and the Vice Chairman shall
serve at the pleasure of NTI.  The
responsibilities and authorities of the Chairman and the Vice Chairman shall be
determined by the Board of Managers from time-to-time.


11











          15.04     Meetings.  The Board of Managers shall manage the affairs of the
Company.  The Board of Managers of the
Company may hold meetings, both regular and special, either within or without
the State of Ohio.  Regular meetings of
the Board of Managers may be held at such time and at such place as may from
time to time be determined by the Managers. 
Special meetings of the Board of Managers may be called by the Chairman,
or Vice Chairman or by any two Managers. 
Notice thereof stating the place, date and hour of the meeting shall be
given to each Manager either by mail not less than forty-eight hours before the
date of the meeting, by telephone or fax on twenty-four hours notice, or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate under the circumstances.  Any Manager may waive, in writing, the requirement of notice
contained herein with respect to himself.

          15.05     Quorum.  Except as may be otherwise specifically provided by law, the
Articles of Organization or this Agreement, at all meetings of the Board of
Managers, a majority of the Managers shall constitute a quorum for the
transaction of business and the act of a majority of the Managers present at
any meeting at which there is a quorum shall be the act of the Board of
Managers.  If a quorum shall not be
present at any meeting of the Board of Managers, the Managers present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

          15.06     Actions by the Managers.  Unless otherwise provided by the Articles of
Organization or this Agreement, any action required or permitted to be taken at
any meeting of the Board of Managers may be taken without a meeting, if all the
Managers consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board of Managers.


          15.07     Meetings by Means of Conference Telephone.  Unless otherwise provided by the Articles of
Organization or this Agreement, the Managers may participate in a meeting of
the Board of Managers by means of a conference telephone or similar
communications equipment that enables all persons participating in the meeting
to hear each other.  Participation in a
meeting pursuant to this Section 15.07 shall constitute presence in person at
such meeting.


          15.08     Compensation.  The Managers may be reimbursed their
reasonable expenses, if any, of attendance at each meeting of the Board of
Managers, but they shall not be paid any other compensation or remuneration in
consideration of their services as Managers. 



          15.09     Interested Managers.  No contract or transaction between the
Company and one or more of its managers or officers, or between the Company and
any other corporation, partnership, association, or other entity in which one
or more of its directors, officers or equity owners are managers, officers,
directors or equity owners shall be void or voidable solely for this reason, or
solely because the manager or officer is present at or participates in the
meeting of the Managers which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose if (i) the material facts
as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the Managers and the Managers in good
faith authorize the contract or transaction by the affirmative votes of a
majority of the disinterested Managers, even though the disinterested Managers
be less than a quorum; or (ii) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Shareholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the Shareholders
not interested in the contract or transaction; or (iii) the contract or
transaction is fair as to the Company and the Shareholders as of the time it is
authorized, approved or ratified by the Managers or the Shareholders.  Common or interested Managers may be counted
in determining the presence of a quorum at a meeting of the Managers which
authorizes the contract or transaction.


12











          15.10     Liability for Certain Acts.  The Managers shall perform their duties in
good faith, in a manner they reasonably believe to be in or not opposed to the
best interests of the Company, and with the care that an ordinarily prudent
person in a similar position would use under similar circumstances.  A Manager shall not be found to have
violated the foregoing unless it is proved, by clear and convincing evidence,
in any action brought against the Manager, including but not limited to, an
action involving or affecting a termination or potential termination of the
Manager’s service to the Company, that the Manager has not acted in good faith,
in a manner the Manager reasonably believes to be in or not opposed to the best
interests of the Company, or with the care that an ordinarily prudent person in
a similar position would use under similar circumstances.  A Manager shall be liable in damages for any
action the Manager takes or fails to take as a Manager only if it is proved
by clear and convincing evidence in a court of competent jurisdiction, that the
action or failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the Company or undertaken with a reckless disregard
for the best interests of the Company. 
A Manager does not, in any way, guarantee the return of the Capital
Contributions or a profit for the Shareholders from the operations of the
Company.

          15.11     Right to Rely on Opinions and Reports  In performing their duties or exercising
their authority, Managers are entitled to rely on information, opinions,
reports, or statements, including, but not limited to, financial statements and
other financial data, that are prepared or presented by any of he following
Persons:

	
   
	
  (i)
	
  one or more
  Shareholders, Managers, Officers or employees of the Company, who the Manager
  reasonably believes are reliable and competent in the matters prepared or
  presented; and

	
   
	
   
	
   

	
   
	
  (ii)
	
  legal
  counsel, certified public accountants, appraisers, consultants or other
  Persons as to matters that the Manager reasonably believes are within the
  Person’s professional or expert competence.




          15.12     Managers and Shareholders Have No Exclusive Duty to the Company.  The Managers shall not be required to manage
the Company as their sole and exclusive function and the Managers may have
other business, trade, investment or employment interests and may engage in
other activities in addition to those relating to the Company.  Neither the Company nor any Shareholders
shall have any right, by virtue of this Agreement, to share or participate in
such other investments or activities of the Managers and/or any Shareholders or
to the income or proceeds derived therefrom. 
Neither the Managers nor any Shareholder shall incur any liability to
the Company or to any of the Shareholders as a result of engaging in any other
business or venture.

13











          15.13     Indemnity of the Managers, Employees and Other Agents.  The Company shall indemnify and defend the
Managers and Officers and make advances for expenses to the maximum extent
permitted by law.  The Company shall
indemnify its employees and other agents who are not Managers or Officers to
the maximum extent permitted by law, provided that such indemnification in any given
situation is approved by the Managers.

          15.14     
Removal of Managers.  Any Manager may be removed at any time by
the affirmative vote of the Shareholders. 
In the event of the removal of a Manager, the vacancy created thereby
shall be filled in accordance with the provisions of Section 15.02 hereof.

          15.15     Appointment of Officers.  The Board of Managers shall have authority
to select and designate Officers for the Company who need not be Managers or
Shareholders except that the Chairman and the Vice Chairman shall both be
Managers.  The Officers shall perform
such duties and shall have such powers as may from to time be assigned to them
by the Board of Managers.  The Board of
Managers may delegate to any Officer of the Company the power to choose other
Officers and to prescribe their respective duties and powers

ARTICLE 16

[RESERVED]

ARTICLE 17

DISSOLUTION OF THE COMPANY

          17.01     Dissolution Events.  The Company shall be dissolved only upon the
occurrence of any of the following events (“Dissolution Events”):

	
   
	
   (i)
	
  the issuance
  of a court decree ordering the dissolution of the Company;

	
   
	
   
	
   

	
   
	
   (ii)
	
  the
  termination of the Joint Venture Agreement pursuant to its terms; or

	
   
	
   
	
   

	
   
	
   (iii)
	
  action by
  the written consent of all the Shareholders authorizing dissolution of the
  Company.




The
Shareholders hereby agree that, notwithstanding any provision of the Act, the
Company shall not dissolve prior to the occurrence of a Dissolution Event.  The death, incompetency, bankruptcy, or
removal of a Manager or Shareholder shall not cause the dissolution of
Company.  If it is determined, by a
court of competent jurisdiction, that the Company has dissolved prior to the
occurrence of a Dissolution Event, the Shareholders hereby agree to continue
the business of the Company without a winding up or liquidation.

          17.02     Death or Incompetency.  If a Shareholder who is an individual dies
or a court of competent jurisdiction adjudges such Shareholder to be
incompetent to manage his/her person or property, the Shareholder’s executor,
administrator, guardian, conservator, or other legal representative
(“Successor”) may exercise all of the Shareholder’s rights for the purpose of
settling his estate or administering the Shareholder’s property; provided,
however, that except as otherwise provided in this Agreement, the
Successor shall not be considered a Shareholder and shall have no right to
vote.

14











          17.03     No Recourse.  A Shareholder shall look solely to Company
Property for all distributions with respect to the Company and for the return
of his Capital Contribution and shall have no recourse therefor against any
other Shareholder or Manager.  The
Shareholders shall not have any right to demand or to receive property other
than cash upon dissolution and termination of the Company or to demand the
return of their Capital Contributions prior to dissolution and termination of
the Company.

          17.04     Winding Up.  Upon the occurrence of a Dissolution Event, the Managers shall
proceed with the winding up of the affairs of the Company and Company Property
shall be applied and distributed in accordance with the provisions of Section
11.04 of this Agreement and Section 17.9 of the Joint Venture
Agreement.  If the Managers so determine,
a pro rata portion of the distributions that would otherwise be made to the
Shareholders pursuant to said Section 11.04 may be:

	
   
	
   (i)
	
  distributed
  to a trust established for the benefit of the Shareholders for the purposes
  of liquidating Company Property, collecting amounts owed to the Company, and
  paying any contingent or unforeseen liabilities or obligations of the Company
  or of the Shareholders arising out of or in connection with the Company; the
  assets of any such trust to be distributed to the Shareholders from time to
  time, in the same proportions as 
  would otherwise have been distributed to the Shareholders pursuant to
  this Agreement; or

	
   
	
   
	
   

	
   
	
   (ii)
	
  withheld to
  provide a reasonable reserve for the Company’s liabilities (contingent or
  otherwise) and to reflect the unrealized portion of any installment
  obligations owed to the Company, provided that such withheld amounts shall be
  distributed to the Shareholders as soon as practicable.




          17.05     No Technical Liquidation.  Notwithstanding any other provision of this
Agreement, in the event the Company is liquidated within the meaning of IRS
Regulations Section 1.704-1(b)(2)(ii)(g) but no Dissolution Event has occurred,
the Company Property shall not be liquidated, the Company’s liabilities shall
not be paid or discharged, and the Company’s affairs shall not be wound
up.  Instead, the Company shall be
deemed to have distributed Company Property in kind to the Shareholders, who
shall be deemed to have assumed and taken subject to all of the Company’s
liabilities.  Immediately thereafter, the
Shareholders shall be deemed to have recontributed the Company Property in kind
to the Company, which shall be deemed to have assumed and taken subject to all
such liabilities.

          17.06     Statement Furnished.  Following the winding up of the affairs of
the Company, each of the Shareholders shall be furnished with a statement which
shall set forth the assets and liabilities of the Company as of the date of
complete liquidation.  Upon compliance
by the Managers with the foregoing, the Shareholders shall cease to be such,
and the Managers, or the Company, shall execute and cause to be filed a
certificate of dissolution of the Company and any and all other documents
necessary with respect to termination and dissolution.


15











ARTICLE 18

SHARE CERTIFICATES

          The Board
of Managers may, in its discretion, issue certificates certifying the number of
Shares owned by each Shareholder.

ARTICLE 19

DISPUTE RESOLUTION

          Any dispute
arising out of or relating to this Agreement shall be resolved in accordance
with the procedures specified in Article 19 of the Joint Venture Agreement.

ARTICLE 20

AMENDMENT OF OPERATING AGREEMENT

          20.01     Clarification Amendments.  This Agreement may be amended by the
Managers without the approval of any Shareholder if such amendment is solely
for the purpose of clarification, does not change the substance hereof, and the
Company has obtained the opinion of its counsel to that effect.

          20.02     Amendments Admitting Shareholders.  This Agreement may be amended by the
Managers without the approval of any Shareholder if such amendment is for the
purpose of admitting or substituting Shareholders and the admission or
substitution of such Shareholders has been approved in accordance with the
terms of this Agreement.

          20.03     Amendments to Satisfy Changes in Law.  This Agreement may be amended by the
Managers without the approval of any Shareholder if such amendment is, in the
opinion of counsel for the Company, necessary or appropriate to satisfy
requirements of the Code or the Regulations with respect to partnerships or
limited liability companies or of any federal or state securities laws or
regulations.  


          20.04     Other Amendments.  Except as otherwise specifically provided in
this Article 20, amendments to this Agreement or the Articles of Organization
shall require the written consent of the Shareholders holding at least
two-thirds (2/3) of the Shares of the Company; provided, however, that with
respect to an amendment to any provision of this Agreement which requires the
consent of a proportion of the Shares greater than two-thirds (2/3), the
consent of such proportion shall be required to modify or amend such
provision.  The foregoing requirement of
written consent may be granted by a favorable vote of the necessary majority at
a meeting of Shareholders called for that purpose.  


16











ARTICLE 21

MERGER, CONSOLIDATION AND SALE OF ASSETS

          21.01     Vote.  Any merger or consolidation of the Company pursuant to Sections
1705.36 or 1705.37 of the Act, and any transaction which would result in the
sale of all or substantially all of the assets of the Company, must be approved
by the affirmative vote of a majority of the Managers and by the affirmative
vote of Shareholders owning at least two-thirds (2/3) of the Shares.

          21.02     Dissenter’s Rights.  The transactions described in Section 21.01
above shall give rise to dissenter’s rights to any Shareholder who did not vote
to approve such transaction and who takes such other action as may be required
to perfect and preserve such dissenter’s rights pursuant to Section 1705.40
through 1705.43 of the Act, the terms of which are incorporated herein by
reference.

ARTICLE 22


MISCELLANEOUS


          22.01     No Partnership Intended for Non-Tax Purposes.  The Shareholders formed the Company pursuant
to the Act, and expressly did not and do not intend to form a partnership or
limited partnership.  The Shareholders
do not intend to be partners as to one to another, or partners as to any third
party.


          22.02     Rights of Creditors and Third Parties Under This Agreement.  This Agreement is entered into among the
Shareholders for the exclusive benefit of the Company, its Shareholders and
their successors and permitted assigns. 
This Agreement is expressly not intended for the benefit of any creditor
of the Company or any other Person. 
Except and only to the extent provided by Section 1705.19 of the Act, no
creditor or third party shall have any rights under this Agreement or any agreement
between the Company and any Shareholder with respect to any Capital
Contribution or otherwise.


          22.03     Entire Agreement.  This Agreement, together with the Joint
Venture Agreement, constitutes the entire agreement between the parties relating
to the subject matter hereof.  It
supersedes any prior agreement or understandings between them relating to the
subject matter hereof, and it may not be modified or amended in any manner
other than as set forth herein.  This
Agreement must be read in connection with the Joint Venture Agreement, and in
the event of any inconsistency between the terms of this Agreement and the
terms of the Joint Venture Agreement, the terms of the Joint Venture Agreement
shall prevail.  


          22.04     Governing Law.  This Agreement and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the local
laws of the State of Ohio.  


          22.05     Captions.  Captions contained in this Agreement are inserted only as a
matter of convenience and in no way define, limit or extend the scope or intent
of this Agreement or any provision thereof.


17











          22.06     Gender.  Where necessary or appropriate to the meaning hereof, the
singular and the plural shall be deemed to include each, and the masculine, the
feminine and the neuter shall be deemed to include each other.

          22.07     Severability.  If a judicial determination is made that any
of the provisions of this Agreement constitute an unreasonable or otherwise
unenforceable restriction against any Party, such determination shall not
affect the validity of the remaining provisions.  In the event that a provision 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. 

          22.08     Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the Parties hereto and their respective heirs, personal
representatives, successors and permitted assigns.  The Company is also intended to be a third party beneficiary of
the agreements of the Parties set forth in this Agreement.

          22.09     Modification and Waiver.  Any of the terms or conditions of this
Agreement may be waived in writing at any time by the Party that is entitled to
the benefits thereof.  No waiver of any
provisions of this Agreement shall be deemed to or shall constitute a waiver of
any other provision hereof (whether or not similar).

          22.10     Further Cooperation.   From and after the date of this Agreement,
the Parties will each take such action and deliver such documents as shall be
reasonably necessary or appropriate to enable all parties to effect compliance
with the terms of this Agreement and to carry out the true intent and purposes
hereof.


          22.11     Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.


          22.12     Designation of Tax Matters Partner.  NTI is hereby designated as the “tax matters
partner” of the Company pursuant to Section 6231(a)(7) of the Code.


(Balance
of page intentionally blank)


18











          IN
WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first set forth above.

	
  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
	
   

					





19









POLYMER
ENERGY, LLC


Operating
Agreement Counterpart Signature Page


          The
undersigned, desiring to become a Shareholder and enter into the Operating
Agreement (“Operating Agreement”) of POLYMER ENERGY, LLC (the “Company”), hereby
executes this Shareholder Signature Page to be attached to the Operating
Agreement and agrees to all the terms and provisions thereof and to be bound
thereby.  The undersigned hereby constitutes
and appoints _________________ or___________________, with full power of
substitution, his/her true and lawful attorney in his/her name, place and stead
to make, execute, sign, acknowledge, swear to, deliver, record and file any
documents or instruments which may be considered necessary or desirable by the
Managers to carry out the provisions of the Operating Agreement, including
without limitation, an amendment or amendments to the Operating Agreement for
the purpose of adding the undersigned and others as Shareholders in the Company
as contemplated by the Operating Agreement (which amendment(s) the undersigned
hereby joins in and executes, hereby authorizing this Shareholder Signature
Page to be attached to any such amendment(s)) and of otherwise amending said
Operating Agreement, from time to time. 
The power of attorney hereby granted shall be deemed to be coupled with
an interest and shall be irrevocable and shall survive the death or
incompetency of the undersigned. 
Execution of this Shareholder Signature Page shall constitute execution
of the Operating Agreement, and when such page is attached thereto, shall
become a part thereof.


          IN WITNESS
WHEREOF, the undersigned has executed this Shareholder Signature Page to the
Operating Agreement of the Company as of ____________________.

	
   
	
   
	
  SHAREHOLDER:
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  



  	
   

	
  No. of
  Shares: _______
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
  Witnesses:
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   

	
   
	
   
	
  (Address--See Note Below)
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   

	
  



  	
   
	
  



  	
   

	
   
	
   
	
  (City      State       Zip Code)
	
   

	
   
	
   
	
   
	
   

	
   
	
   
	
  (NOTE:
	
  The address
  given above must be the residence or office address of the Shareholder.)
	
   

					














SCHEDULE
A


LIST
OF SHAREHOLDERS


	
  Name and Address

  	
   
	
  Percentage

  Ownership

  	
   
	
  Number of

  Shares

  	
   

	
  



  	
   
	
  



  	
   
	
  



  	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Northern
  Technologies International Corporation

  	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  23205
  Mercantile Road
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Beachwood,
  Ohio 44122
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Attn:
  Chairman
	
   
	
   
	
   
	
  50.00
	
  %
	
   
	
   
	
   
	
  5,000 sh.
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  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
	
   
	
   
	
   
	
  25.00
	
  %
	
   
	
   
	
   
	
  2,500 sh.
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  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
	
   
	
   
	
   
	
  12.50
	
  %
	
   
	
   
	
   
	
  1,250 sh.
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Atagencer,
  LLC
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  10988
  Tanager Trail
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Brecksville,
  Ohio 44141
	
   
	
   
	
   
	
  12.50
	
  %
	
   
	
   
	
   
	
  1,250 sh.
	
   
	
   

	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   
	
   

	
  Total
	
   
	
   
	
   
	
  100.00
	
  %
	
   
	
   
	
   
	
  10,000 sh.
	
   
	
   














SCHEDULE B

POLYMER
ENERGY, LLC


Tax
Appendix to Operating Agreement


          This Tax
Appendix is attached to and is a part of the Operating Agreement of Polymer
Energy, LLC (the “Agreement”).  The
provisions of this Appendix are intended to comply with the requirements of
Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2 with respect to allocations
of Profits and Losses, and shall be interpreted and applied accordingly.


SECTION 1 - DEFINITIONS.

          For
purposes of this Appendix, the capitalized terms listed below shall have the
meanings indicated.  Capitalized terms
not listed below and not otherwise defined in this Appendix shall have the
meanings specified in the Agreement.

          1.01  “Adjusted Capital Account Deficit” means,
with respect to any Shareholder, the deficit balance, if any, in such
Shareholder’s Capital Account as of the end of the relevant Fiscal Year, after
giving effect to the following adjustments:

	
   
	
            (i)  Credit to such Capital Account any amounts
  which such Shareholder is obligated by this Agreement to restore to the
  Company or is deemed to be obligated to restore pursuant to the penultimate
  sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

	
   
	
   

	
   
	
            (ii)  Debit to such Capital Account the items
  described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
  1.704-1(b)(2)(ii)(d)(6) of the Regulations.




The foregoing
definition of Adjusted Capital Account Deficit is intended to comply with the
provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be
interpreted consistently therewith.

          1.02  “Book Value” means, with respect to any
asset of the Company, such asset’s adjusted basis for federal income tax
purposes, except as follows:


	
   
	
            (i)  The initial Book Value of any asset
  contributed by a Shareholder to the Company shall be the gross fair market
  value of such asset.

	
   
	
   

	
   
	
            (ii)  The Book Value of all Company assets shall
  be adjusted to equal their respective gross fair market values, as determined
  by the Directors in accordance with Code Section 7701(g), as of the following
  times: (a) the acquisition of an additional share of Shares in the Company by
  any new or existing Shareholder in exchange for more than a de minimis
  Capital Contribution; (b) the distribution by the Company to a retiring or
  continuing Shareholder as consideration for a share of Shares in the Company
  of more than a de minimis amount of money or other Company property;
  and (c) the liquidation of the Company.




B-1











	
   
	
            (iii)  If the Book Value of an asset has been
  determined or adjusted pursuant to paragraph (i) or (ii) above of this
  Section l.02, such Book Value shall thereafter be adjusted for the
  Depreciation taken into account with respect to such asset for purposes of
  computing Profits and Losses.




          1.03  “Capital Account” means, with respect to any
Shareholder, the Capital Account maintained for such Shareholder in accordance
with the following provisions:

	
   
	
            (i)  To each Shareholder’s Capital Account
  there shall be credited such Shareholder’s Capital Contributions, such
  Shareholder’s distributive share of Profits and any items in the nature of
  income or gain which are allocated to him pursuant to the Agreement, and the
  amount of any Company liabilities assumed by such Shareholder or which are
  secured by any Company Property distributed to such Shareholder.

	
   
	
   

	
   
	
            (ii)  To each Shareholder’s Capital Account
  there shall be debited the amount of cash and the value of any Company Property
  distributed to such Shareholder pursuant to any provision of this Agreement,
  such Shareholder’s distributive share of Losses and any items in the nature
  of expenses or losses that are allocated to him pursuant to the Agreement,
  and the amount of any liabilities of such Shareholder assumed by the Company
  or which are secured by any property contributed by such Shareholder to the
  Company.

	
   
	
   

	
   
	
            (iii)  In the event any interest in the Company
  is transferred in accordance with the terms of the Agreement, the transferee
  shall succeed to the Capital Account of the transferor to the extent it
  relates to the transferred interest.

	
   
	
   

	
   
	
            (iv)  In determining the amount of any liability
  for purposes of subparagraphs (a) and (b) of this Section 1.3, there shall be
  taken into account Code Section 752(c) and any other applicable provisions of
  the Code and Regulations.




          The
foregoing provisions and any other provisions of this Appendix and/or the
Agreement relating to the maintenance of Capital Accounts are intended to
comply with Regulations Section 1.704-1(b), and shall be interpreted and
applied in a manner consistent with such Regulations.  In the event the Directors determine that it is prudent to modify
the manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities that
are secured by contributed or distributed property or that are assumed by the
Company or the Shareholders), are computed in order to comply with such
Regulations, the Directors may make such modification, provided that it is not
likely to have a material effect on the amounts distributable to any
Shareholder upon the dissolution of the Company.  The Directors also shall (i) make any adjustments that are
necessary or appropriate to maintain equality between the Capital Accounts of
the Shareholders and the amount of Company capital reflected on the Company’s
balance sheet, as computed for book purposes, in accordance with Regulations
Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in
the event unanticipated events (for example, the acquisition by the Company of
oil or gas properties) might otherwise cause this Agreement not to comply with
Regulations Section 1.704-1(b).

B-2







          1.04  “Company Minimum Gain” has the meaning set
forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).


          1.05  “Depreciation” means, for each taxable year
or other period, an amount equal to the depreciation, amortization or other
cost recovery deduction, as computed for federal income tax purposes, allowable
with respect to an asset of the Company for such year or other period, except
that if the Book Value of a Company asset differs from its adjusted basis for
federal income tax purposes at the beginning of such year or other period,
Depreciation shall be an amount which bears the same ratio to such beginning
Book Value as the federal income tax depreciation, amortization or other cost
recovery deduction for such year or other period bears to such beginning
adjusted tax basis.

          1.06  “Shareholder” means a “Member” (as that term
is defined in the Act).

          1.07  “Shareholder Minimum Gain” means an amount,
with respect to each  Shareholder
Nonrecourse Debt, equal to the Company Minimum Gain that would result if such
Shareholder Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Section 1.704-2(i)(2) of the Regulations.

          1.08  “Shareholder Nonrecourse Debt” has the
meaning set forth in Section 1.704-2(b)(4) of the Regulations.

          1.09  “Shareholder Nonrecourse Deductions” has the
meaning set forth in Section 1.704-2(i)(1) and 1.704-2(i)(2) of the
Regulations.  

          1.10  “Nonrecourse Deductions” has the meaning set
forth in Section 1.704-2(b)(1) of the Regulations.

          1.11  “Nonrecourse Liability” has the meaning set
forth in Section 1.704-2(b)(3) of the Regulations.

          1.12  “Profits” and “Losses” means for each
taxable year or other period an amount equal to the Company’s taxable income or
loss for such year or period, determined in accordance with Code Section 703(a)
(for this purpose, all items of income, gain, loss, or deduction required to be
stated separately pursuant to Code Section 703(a)(1) shall be included in
taxable income or loss), with the following adjustments:


	
   
	
            (i)  any income of the Company that is exempt
  from federal income tax shall be added to such taxable income or loss;

	
   
	
   

	
   
	
            (ii)  any expenditures of the Company not
  deductible in computing its taxable income and not properly chargeable to
  capital account (as described in and within the meaning of Code Section
  705(a)(2)(B)) or treated as Code Section 705(a)(2)(B) expenditures pursuant
  to Regulations Section 1.704-1 (b)(2)(iv)(i) shall be subtracted from such
  taxable income or loss;




B-3











	
   
	
            (iii)  if Company property is reflected on the
  Company’s books at other than its adjusted tax basis, then in lieu of
  depreciation, amortization and other cost recovery deductions taken into
  account for federal income tax purposes, there shall be taken into account
  Depreciation for such year or other period, computed in accordance with the
  Regulations issued pursuant to Code Section 704(b);

	
   
	
   

	
   
	
            (iv)  any items that are specially allocated to
  a Shareholder pursuant to this Appendix shall not be taken into account in
  determining Profits and Losses; and

	
   
	
   

	
   
	
            (v)  for purposes of determining Profit or Loss
  upon the sale or other disposition of any Company Property, then in
  accordance with the Regulations under Code Section 704(b), the value of an
  asset properly reflected on the Company’s books at the time of sale or other
  disposition shall be substituted for the property’s adjusted tax basis if at
  the time of sale or disposition there is a variance in such value and
  adjusted tax basis.




Except as may
be otherwise provided in this Appendix and/or the Agreement, all items that are
components of Profits and Losses shall be divided among the Shareholders in the
same ratio as they share Profits and Losses.

          1.13  “Regulations” means the Income Tax
Regulations, including Temporary Regulations, promulgated under the Code, as
such Regulations may be amended from time to time (including corresponding
provisions of succeeding Regulations).


SECTION 2.01 - ALLOCATION OF PROFITS AND LOSSES.

          After
accounting for the special allocations of Section 2.02, the balance of Profits
and all Losses shall be allocated among the Shareholders in proportion to their
respective Ownership Interests.

SECTION 2.02 - SPECIAL ALLOCATIONS.

          The
following special allocations shall be made in the following order:

          (a)  Shareholder Nonrecourse Deductions.  Any Shareholder Nonrecourse Deductions for
any Fiscal Year or other period shall be specially allocated to the Shareholder
who bears the economic risk of loss with respect to the Shareholder Nonrecourse
Debt to which such Shareholder Nonrecourse Deductions are attributable in
accordance with Regulations 1.7042(i)(1).

          (b)  Nonrecourse Deductions.  Nonrecourse Deductions for any Fiscal Year
or other period shall be specially allocated among the Shareholders pro rata in
proportion to their ratio for sharing Profits or Losses for the taxable year.  The “excess nonrecourse liabilities” (as
defined in Regulations Section 1.752-3(a)) shall be allocated to the
Shareholders in proportion to their respective Ownership Interests.

B-4










          (c)  Company Minimum Gain Chargeback.  Notwithstanding any other provision of the
Agreement or of this Appendix, if there is a net decrease in Company Minimum
Gain during any Fiscal Year, each Shareholder shall be specially allocated
items of Company income and gain for such year (and, if necessary, subsequent
years) in an amount equal to the greater of (i) the portion of such
Shareholder’s share of the net decrease in Company Minimum Gain, determined in
accordance with Regulations Section 1.704-2(g), that is allocable to the
disposition of Company Property subject to Nonrecourse Liabilities, determined
in accordance with Regulations Section 1.704-2(f), or (ii) if such Shareholder
would otherwise have an Adjusted Capital Account Deficit at the end of such
year, an amount sufficient to eliminate such Adjusted Capital Account
Deficit.  Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Shareholder pursuant thereto.  The items to be so allocated shall be
determined in accordance with Section 1.704-2(f) of the Regulations.  This paragraph (c) is intended to comply
with the minimum gain chargeback requirement in such Section of the Regulations
and shall be interpreted consistently therewith.  To the extent permitted by such Section of the Regulations and
for purposes of this paragraph (c) only, each Shareholder’s Adjusted Capital
Account Deficit shall be determined prior to any other allocations pursuant to
this paragraph (c) with respect to such Fiscal Year and without regard to any
net decrease in Shareholder Minimum Gain during such Fiscal Year.

          (d)  Shareholder Minimum Gain Chargeback.  Notwithstanding any other provision of the
Agreement or of this Appendix except Section 2.02(c), if there is a net
decrease in Shareholder Minimum Gain attributable to a Shareholder Nonrecourse
Debt during any Fiscal Year, each Shareholder who has a share of the
Shareholder Minimum Gain attributable to such Shareholder Nonrecourse Debt,
determined in accordance with Section 1.704-2(i)(5), shall be specially
allocated items of Company income and gain for such year (and, if necessary
subsequent years) in an amount equal to the greater of (i) the portion of such
Shareholder’s share of the net decrease in Shareholder Minimum Gain
attributable to such Shareholder Nonrecourse Debt, determined in accordance
with Regulations Section 1.704-2(i)(5) that is allocable to the disposition of
Company Property subject to such Shareholder Nonrecourse Debt, determined in
accordance with Regulations Section 1.704-2(i)(4), or (ii) if such Shareholder
would otherwise have an Adjusted Capital Account Deficit at the end of such
year, an amount sufficient to eliminate such Adjusted Capital Account
Deficit.  Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Shareholder pursuant thereto.  The items to be so allocated shall be
determined in accordance with Section 1.704-2(i)(4) of the Regulations.  This paragraph (d) is intended to comply
with the minimum gain chargeback requirement in such Section of the Regulations
and shall be interpreted consistently therewith.  Solely for purposes of this paragraph (d), each Shareholder’s
Adjusted Capital Account Deficit shall be determined prior to any other allocations
pursuant to this paragraph (d) with respect to such Fiscal Year, other than
allocations pursuant to Section 2.02(c) hereof.


B-5










          (e)  Qualified Income Offset.  In the event any Shareholder unexpectedly
receives any adjustments, allocations, or distributions described in Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of
the Regulations, items of Company income and gain shall be specially allocated
to each such Shareholder in an amount and manner sufficient to eliminate, to
the extent required by the Regulations, the Adjusted Capital Account Deficit of
such Shareholder as quickly as possible, provided that an allocation pursuant
to this paragraph (e) shall be made only if and to the extent that such Shareholder
would have an Adjusted Capital Account Deficit after all other allocations
provided for in this Section 2 have been tentatively made as if this paragraph
(e) were not in this Appendix.

          (f)  Gross Income Allocation.  If any Shareholder has a deficit Capital
Account at the end of any Fiscal Year which is in excess of the sum of (i) the
amount such Shareholder is obligated to restore pursuant to any provision of
the Agreement, and (ii) the amount such Shareholder is deemed to be obligated
to restore pursuant to the penultimate sentences of Regulations Sections
1.704-2(g)(1) and 1.704-2(i)(5), each such Shareholder shall be specially
allocated items of Company income and gain in the amount of such excess as
quickly as possible, provided that an allocation pursuant to this paragraph (f)
shall be made only if and to the extent that such Shareholder would have a
deficit Capital Account in excess of such sum after all other allocations
provided for in this Section 2 have been made as if this paragraph (f) and
Section 2.02(e) hereof were not in this Appendix.


          (g)  Code Section 754 Adjustments.  To the extent an adjustment to the adjusted
tax basis of any Company asset pursuant to Code Section 734(b) or Code Section
743(b) is required, pursuant to Regulations Section 1.704-1(b) (2)(iv)(m), to
be taken into account in determining Capital Accounts, the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if the
adjustment increases the basis of the asset) or loss (if the adjustment
decreases such basis), and such gain or loss shall be specially allocated to
the Shareholders in a manner consistent with the manner in which their Capital
Accounts are required to be adjusted pursuant to such Section of the
Regulations.

SECTION 3 - CURATIVE ALLOCATIONS.

          The
“Regulatory Allocations” consist of the “Basic Regulatory Allocations,” as
defined in Section 3(a) hereof, the “Nonrecourse Regulatory Allocations,” as
defined in Section 3(b) hereof, and the “Shareholder Nonrecourse Regulatory
Allocations,” as defined in Section 3(c) hereof.

          (a)  The “Basic Regulatory Allocations” consist
of allocations pursuant to Sections 2.02(e), 2.02(f) and 2.02(g) hereof.  Notwithstanding any other provision of this
Appendix and/or the Agreement, other than the Regulatory Allocations, the Basic
Regulatory Allocations shall be taken into account in allocating items of
income, gain, loss and deduction among the Shareholders so that, to the extent
possible, the net amount of such allocations of other items and the Basic
Regulatory Allocations to each Shareholder shall be equal to the net amount
that would have been allocated to each such Shareholder if the Basic Regulatory
Allocations had not occurred.  For
purposes of applying the foregoing sentence, allocations pursuant to this
Section 3(a) shall only be made with respect to allocations pursuant to Section
2.02(g) hereof to the extent the Managers reasonably determine that such
allocations will otherwise be inconsistent with the economic agreement among
the parties to this Agreement.

B-6







          (b)  The “Nonrecourse Regulatory Allocations”
consist of all allocations pursuant to Sections 2.02(b) and 2.02(c)
hereof.  Notwithstanding any other
provision of this Appendix and/or the Agreement, other than the Regulatory
Allocations, the Nonrecourse Regulatory Allocations shall be taken into account
in allocating items of income, gain, loss, and deduction among the Shareholders
so that, to the extent possible, the net amount of such allocations of other
items and the Nonrecourse Regulatory Allocations to each Shareholder shall be
equal to the net amount that would have been allocated to each such Shareholder
if the Nonrecourse Regulatory Allocations had not occurred.  For purposes of applying the foregoing
sentence (i) no allocations pursuant to this Section 3(b) shall be made prior
to the Fiscal Year during which there is a net decrease in Company Minimum
Gain, and then only to the extent necessary to avoid any potential economic
distortions caused by such net decrease in Company Minimum Gain, and (ii)
allocations pursuant to this Section 3(b) shall be deferred with respect to
allocations pursuant to Section 2.02(b) hereof to the extent the Managers
reasonably determine that such allocations are likely to be offset by
subsequent allocations pursuant to Section 2.02(c)


          (c)  The “Shareholder Nonrecourse Regulatory
Allocations” consist of all allocations pursuant to Sections 2.02(a) and
2.02(d) hereof.  Notwithstanding any
other provision of this Appendix and/or the Agreement, other than the
Regulatory Allocations, the Shareholder Nonrecourse Regulatory Allocations
shall be taken into account in allocating items of income, gain, loss, and
deduction among the Shareholders so that, to the extent possible, the net
amount of such allocations of other items and the Shareholder Nonrecourse
Regulatory Allocations to each Shareholder shall be equal to the net amount
that would have been allocated to each such Shareholder if the Shareholder
Nonrecourse Regulatory Allocations had not occurred.  For purposes of applying the foregoing sentence (i) no
allocations pursuant to this Section 3(c) shall be made with respect to
allocations pursuant to Section 2.02(a) relating to a particular Shareholder
Nonrecourse debt prior to the Fiscal Year during which there is a net decrease
in Shareholder Minimum Gain attributable to such Shareholder Nonrecourse Debt,
and then only to the extent necessary to avoid any potential economic
distortions caused by such net decrease in Shareholder Minimum Gain, and (ii)
allocations pursuant to this Section 3(c) shall be deferred with respect to
allocations pursuant to Section 2.02(a) hereof relating to a particular
Shareholder Nonrecourse Debt to the extent the Managers reasonably determine
that such allocations are likely to be offset by subsequent allocations
pursuant to Section 2.02(d) hereof.(d)The Managers shall have reasonable
discretion, with respect to each Fiscal Year, to (i) apply the provisions of
Sections 3(a), 3(b) and 3(c) hereof in whatever order is likely to minimize the
economic distortions that might otherwise result from the Regulatory
Allocations, and (ii) divide all allocations pursuant to Sections 3(a), 3(b)
and 3(c)  hereof among the Shareholders
in a manner that is likely to minimize such economic distortions.


B-7







SECTION 4 - SPECIAL RULES.


          (a)  Restatement of Book Value.  In accordance with Regulation Section
1.704-l(b)(2)(iv)(f), the Managers may, upon the occurrence of the events
specified in such Section of the Regulations, revalue the Company’s property
and assets (including intangible assets such as goodwill) as well as the
Shareholders’ Capital Accounts.


          (b)  Prorations.  For purposes of determining the Profits, Losses, or any other items
allocable to any period, Profits, Losses and any such other items shall be
determined on a daily, monthly, or other basis, as determined by the Managers
using any permissible method under Section 706 of the Code and the Regulations
thereunder.

          (c)  Increase for Company Minimum Gain and
Shareholder Minimum Gain.  Whenever
under the provisions of this Appendix the Capital Account balances are to be
first increased by a Shareholder’s share of Company Minimum Gain and
Shareholder Minimum Gain; such Capital Account shall be increased only once by
such amounts, even though various paragraphs in such Sections require an
increase.

SECTION 5 - TAX ALLOCATIONS: CODE SECTION 704(c).

          (a)  In General.  In accordance with Code Section 704(c) and the Regulations
thereunder, income, gain, loss, and deductions with respect to any property
contributed to the capital of the Company shall, solely for tax purposes, be
allocated among the Shareholders so as to take account of any variation between
the adjusted basis of such property to the Company for federal income tax
purposes and its initial Book Value (computed in accordance with Section l.02
of this Appendix).

          (b)  Revaluation.  If the Book Value of any Company asset is
adjusted pursuant to Section l.02 of this Appendix, subsequent allocations of
income, gain, loss, and deductions with respect to such asset shall take
account of any variation between the adjusted basis of such asset for federal
income tax purposes and its Book Value in the same manner as under Code Section
704(c) and the regulations thereunder.

          (c)  Elections.  Any elections or other decisions relating to such allocations
shall be made by the Managers in any manner that reasonably reflects the
purpose and intention of the Agreement and this Appendix.  Allocations pursuant to this Section 5 are
solely for purposes of federal, state, and local taxes and shall not affect, or
in any way be taken into account in computing, any Shareholder’s Capital
Account or share of Profits, Losses, other items, or distributions pursuant to
any provision of the Agreement and this Appendix.


SECTION 6 - TAX ELECTION.

          In the
event of a transfer of all or part of the Ownership Interest of a Shareholder,
or upon the distribution of cash or other property to a Shareholder, the
Company may, but shall not be obligated to, elect pursuant to Section 754 of
the Internal Revenue Code to adjust the basis of the Company’s assets.  The determination to make such election
shall be within the absolute discretion of the Managers, and the Managers may,
in their discretion, require one or more persons likely to benefit from such
election to pay the additional accounting and other expenses associated with
making such election.

B-8










SCHEDULE
C

INITIAL MANAGERS

The
Initial Managers of Company shall be as follows:

	
  Name of
  Manager
	
  Designated
  By

	
   
	
   

	
  Maciej
  Zalewski
	
  Tokarz

	
   
	
   

	
  Zbigniew
  Tokarz
	
  Tokarz

	
   
	
   

	
  Mehmet
  Gencer
	
  Atagencer

	
   
	
   

	
  Philip M.
  Lynch
	
  NTI

	
   
	
   

	
  Patrick
  Lynch
	
  NTI

	
   
	
   

	
  Anna
  Zalewska
	
  NTI