0001206774-06-001078 Sample Contracts

COMMERCIAL GUARANTY
Northern Technologies International Corp • May 9th, 2006 • Converted paper & paperboard prods (no contaners/boxes) • Ohio

CONTINUING UNLIMITED GUARANTY. For good and valuable consideration, Northern Technologies International Corporation (“Guarantor”) absolutely and unconditionally guarantees and promises to pay to National City Bank (“Lender”) or its order, in legal tender of the United States of America, the Indebtedness (as that term is defined below) of Northern Technologies Holding Company, LLC (“Borrower”) to Lender when due on the terms and conditions set forth in this Guaranty. Under this Guaranty, the liability of Guarantor is unlimited and the obligations of Guarantor are continuing.

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AMENDMENT NO. 1 TO PURCHASE AGREEMENT
Purchase Agreement • May 9th, 2006 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (the “Amendment”) is made as of the 21 day of August, 2005, by and between Circle Pines Mainstreet II, LLC, a Minnesota limited liability company (“Seller”), and Northern Technologies International Corporation, a Minnesota corporation (“Buyer”).

QUALIFIED EXCHANGE ACCOMMODATION AGREEMENT (REPLACEMENT PROPERTY HOLD) EXCHANGE NO. 380271R-A
Qualified Exchange Accommodation Agreement • May 9th, 2006 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

THIS QUALIFIED EXCHANGE ACCOMMODATION AGREEMENT (“QEAA”) IS MADE AND ENTERED INTO AS OF MAY 5, 2006 BY AND BETWEEN NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION, A MINNESOTA CORPORATION (“EXCHANGOR”) AND NORTHERN TECHNOLOGIES HOLDING COMPANY, LLC, A MINNESOTA LIMITED LIABILITY COMPANY (“EAT”).

AMENDMENT NO. 2 TO PURCHASE AGREEMENT
Purchase Agreement • May 9th, 2006 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

THIS AMENDMENT NO. 2 TO PURCHASE AGREEMENT (the “Amendment”) is made as of the 21st day of September, 2005, by and between Circle Pines Mainstreet II, LLC, a Minnesota limited liability company (“Seller”), and Northern Technologies International Corporation, a Minnesota corporation (“Buyer”).

AMENDMENT NO. 3 TO PURCHASE AGREEMENT
Purchase Agreement • May 9th, 2006 • Northern Technologies International Corp • Converted paper & paperboard prods (no contaners/boxes)

THIS AMENDMENT NO. 3 TO PURCHASE AGREEMENT (the “Amendment”) is made as of the 31st day of December, 2005, by and between Circle Pines Mainstreet II, LLC, a Minnesota limited liability company (“Seller”), and Northern Technologies International Corporation, a Minnesota corporation (“Buyer”).

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