0001206774-04-001691 Sample Contracts

TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT BY AND BETWEEN NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND ZERUST (UK) LIMITED DATED AS OF 20TH JANUARY 1997
Technical Assistance and Marketing Support Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes) • Minnesota
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TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT BY AND BETWEEN MACIEJ ZALEWSKI, TRUSTEE AND POLYMER ENERGY, LLC DATED AS OF JUNE 26, 2003
Technical Assistance and Marketing Support Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)
LICENSE AGREEMENT BY AND BETWEEN NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND ZERUST (UK) LIMITED DATED AS OF 20TH JANUARY 1997
License Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes) • Minnesota
SALES REPRESENTATION AGREEMENT BY AND BETWEEN FIBRO-NTI, JOINT STOCK COMPANY AND ATAGENÇER, LLC DATED AS OF JUNE 24, 2001
Sales Representation Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

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

TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT BY AND BETWEEN NTI ASEAN, LLC AND TIANJIN ZERUST ANTI -CORROSION TECHNOLOGIES LTD. DATED AS OF 1 SEPTEMBER, 1999
Technical Assistance and Marketing Support Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

This Technical Assistance and Marketing Support Agreement (“Technical Assistance Agreement”), is made and entered into as of this 1 day of SEPTEMBER, 1999 by and between NTI ASEAN, LLC, whose registered office is located in Reno, Nevada, U.S.A. (hereinafter “NTI ASEAN”) and Tianjin Zerust Anti-Corrosion Technologies Ltd., whose principal office is located at No. 127, Tower 1, Huoju Building, Huayuan Industrial Zone, Tianjin, People’s Republic of China (hereinafter “Tianjin Zerust”).

TECHNICAL ASSISTANCE AND MARKETING SUPPORT AGREEMENT BY AND BETWEEN ATAGENCER, LLC AND POLYMER ENERGY, LLC DATED AS OF JUNE 26, 2003
Technical Assistance and Marketing Support Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)
LICENSE AGREEMENT BY AND BETWEEN ZBIGNIEW TOKARZ, TRUSTEE U/A DATED JUNE 26, 2003 (as Licensor) AND POLYMER ENERGY, LLC (as Licensee) DATED AS OF JUNE 26, 2003
License Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

THIS LICENSE AGREEMENT is made and entered into as of June 26, 2003, by and between ZBIGNIEW TOKARZ, TRUSTEE U/A DATED JUNE 26, 2003 (who is hereinafter referred to as “Licensor”), and POLYMER ENERGY, LLC, a limited liability company organized under the laws of the State of Ohio, (hereinafter referred to as “Licensee” or as the “Company”).

and NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION (2) JOINT VENTURE AGREEMENT
Joint Venture Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes) • England

TP and NTI desire to form a Joint Venture in the form of a private company limited by shares incorporated under the laws of England and Wales to engage in the Company’s Business (as hereinafter defined).

CONSULTING SERVICES AGREEMENT FOR MANAGEMENT AND SALES REPRESENTATION BY AND BETWEEN TIANJIN CHINA MARCH GROUP LTD. AND TIANJIN ZERUST ANTI-CORROSION TECHNOLOGIES LTD. DATED AS OF 1 SEPTEMBER, 1999
Consulting Services Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

This Consulting Services Agreement for Management and Sales Representation (“Consulting Services Agreement”) is made and entered into as of this 1 day of September, 1999, by and between Tianjin China March Group Ltd. (“CMG”) and Tianjin Zerust Anti-Corrosion Technologies Ltd. (“TIANJIN ZERUST” or the “Corporation”). The address of both CMG and TIANJIN ZERUST is No. 127, Huoju Building, Huayuan Industrial Zone, Tianjin, People’s Republic of China.

SHAREHOLDERS JOINT VENTURE AGREEMENT BY AND BETWEEN FIBROBETON PRECAST CONCRETE LTD. ATAGENÇER, LLC AND NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION DATED AS OF JUNE 24, 2001
Shareholders Joint Venture Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

This Shareholders Joint Venture Agreement (“Agreement”), is entered into as of June 24, by and between FIBROBETON PRECAST CONCRETE LTD., a company organized under the laws of the Republic of Turkey (“Fibrobeton”), whose principle place of business is Elemanari Sanaye Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey together with ATAGENÇER, LLC, a Limited Liability Company organized under the laws of the State of Ohio, U.S.A. (“Atagençer”), whose principle place of business is 10988 Tanager Trail, Brecksville, Ohio 44141, (collectively the “Partners”), and NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION, a corporation organized under the laws of the State of Delaware, U.S.A. (“NTI”), whose registered office is 6680 North Highway 49, Lino Lakes, Minnesota, U.S.A. (the “Parties”).

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
Technical Assistance and Marketing Support Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

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”).

SHAREHOLDERS JOINT VENTURE AGREEMENT FOR THE ESTABLISHMENT OF TIANJIN ZERUST ANTI-CORROSION TECHNOLOGIES LTD. BY AND BETWEEN TIANJIN CHINA MARCH GROUP LTD. AND NTI ASEAN, LLC. DATED AS OF 1 SEPTEMBER, 1999
Shareholders Joint Venture Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes) • Tianjin

This Shareholders Joint Venture Agreement (“Agreement”), is entered into as of this 1st day of September, 1999, by and between Tianjin China March Group, Ltd.(“CMG”), a company organized under the laws of the People’s Republic of China (Party A), the principal place of business of which is Huoju Building Huayuan Industry Zone, Tianjin, People’s Republic of China and Party B, NTI ASEAN LLC a limited liability company organized under the laws of the State of Nevada, U.S.A. (“Party B), whose registered office is in Reno, Nevada, U.S.A.

LICENSE AGREEMENT BY AND BETWEEN NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND FIBRO-NTI, JOINT STOCK COMPANY DATED AS OF JUNE 24, 2001
License Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

This License 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. (“NTI”), whose registered office is 6680 North Highway 49, Lino Lakes, Minnesota, U.S.A. and FIBRO-NTI, JOINT STOCK COMPANY, a joint stock company organized under the laws of Turkey whose principal office is located at Elemanari Sanaye Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey (hereinafter “Fibro-NTI “).

POLYMER ENERGY JOINT VENTURE AGREEMENT DATED AS OF JUNE 26, 2003
Joint Venture Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

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

OPERATING AGREEMENT OF POLYMER ENERGY, LLC AN OHIO LIMITED LIABILITY COMPANY DATED AS OF June 26, 2003
Operating Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes) • Ohio

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”).

MANAGEMENT AND SALES REPRESENTATION AGREEMENT BY AND BETWEEN TAYLOR PACKAGING (BISHOP AUCKLAND) LIMITED AND ZERUST (UK) LIMITED DATED AS OF 20TH JANUARY 1997
Management and Sales Representation Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes) • Auckland

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

TECHNICAL IMPROVEMENT AND INTELLECTUAL PROPERTY DEVELOPMENT AGREEMENT BY AND AMONG ATAGENCER, LLC, MEHMET A. GENCER, PH.D., ATAGENCER GROUP, AND NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
Technical Improvement and Intellectual Property Development Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

THIS TECHNICAL IMPROVEMENT AND INTELLECTUAL PROPERTY DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into as of January 5, 2004, by and among ATAGENCER, LLC, a limited liability company organized under the laws of the State of Ohio (“Atagencer”), MEHMET A. GENCER, Ph.D., the founder and a member of Atagencer (“Founder”), those Persons (including Founder) who have executed this Agreement at the signature page hereof and who are identified herein as being members of the Atagencer Group (the “Atagencer Group”), and NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION, a corporation organized under the laws of the State of Delaware (“NTI”). Atagencer, Atagencer Group and NTI are each hereinafter referred to as a “Party” and are collectively referred to herein as the “Parties”.

MANAGEMENT AGREEMENT BY AND BETWEEN FIBRO-NTI, JOINT STOCK COMPANY AND FIBROBETON PRECAST CONCRETE LTD. DATED AS OF JUNE 24, 2001
Management Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

This Management Representation Agreement (“Management Agreement”) is made and entered into as of June 24, 2001, by and between and FIBRO-NTI, JOINT STOCK COMPANY, a joint stock company organized under the laws of Turkey (“Fibro-NTI” or the “Corporation”) and FIBROBETON PRECAST CONCRETE LTD. (“Fibrobeton”). The address of Fibro-NTI, Joint Stock Company is Elemanari Sanaye Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey, and the address of Fibrobeton Precast Concrete Ltd. is Elemanari Sanaye Insaat, ve Tic. Ltd. Sti, Karanfil Cad. 27, 80620 1. Levent, Istanbul, Turkey.

MANAGEMENT AND MARKETING AGREEMENT BY AND BETWEEN NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AND POLYMER ENERGY, LLC DATED AS OF JUNE 26, 2003
Management and Marketing Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

THIS MANAGEMENT AND MARKETING AGREEMENT (the “Agreement” ) is made and entered into as of June 26, 2003, by and between NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION, a corporation organized under the laws of the State of Delaware, U.S.A. (“NTI”), and POLYMER ENERGY, LLC, a limited liability company organized under the laws of the State of Ohio, U.S.A. (the “Company” ).

MANUFACTURERS’ REPRESENTATIVE AGREEMENT
Manufacturers’ Representative Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes) • Minnesota

THIS AGREEMENT, dated as of October 1, 1976, is between NORTHERN INSTRUMENTS CORPORATION, a Minnesota corporation with its principal place of business at 6680 North Highway 49, Lino Lakes, Minnesota 55014 (hereinafter referred to as the “Company”), and THE SAXXON ORGANIZATION INCORPORATED, located at c/o Schupak, Rosenfeld & Fischbein, 555 Madison Avenue, New York, New York 10022 (hereinafter referred to as the “Representative”).

LICENSE AGREEMENT BY AND BETWEEN NTI ASEAN LLC AND TIANJIN ZERUST ANTI- CORROSION TECHNOLOGIES LTD. DATED AS OF 1 SEPTEMBER, 1999
License Agreement • November 30th, 2004 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

This License Agreement is made and entered into as of this 1 day of September, 1999, by and between NTI ASEAN, LLC, whose registered office is located in Reno, Nevada, U.S.A. (hereinafter “NTI ASEAN”) and TIANJIN ZERUST ANTI-CORROSION TECHNOLOGIES LTD., whose principal office is located at No. 127 Tower 1 Huoju Building, Huayuan Industrial Zone, Tianjin, P.R.China (hereinafter “TIANJIN ZERUST”).

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