On May 5, 2009, Northern Technologies International Corporation ("NTIC") and DAK ENGINEERING, LLC., an entity owned by NTIC's former Chief Technical Officer and, Donald Kubik, ("DAK"), entered into an agreement (the "Agreement"), effective as of June 1, 2009. Pursuant to the Agreement, NTIC has engaged DAK to perform certain services to NTIC, specifically services in the area of chemistry, technology development, supplier technical issues, production issues, product performance characterization, and other forms of commercializing intellectual property rights. In consideration for such services, NTIC has agreed to pay DAK a monthly fee of $7,250. The Agreement may be terminated by either party for any reason with 30 days prior notice before the quarter end by providing written notice to the other party and may be terminated upon the occurrence of other certain events, as set forth in the Agreement. The Agreement also contains other standard terms, including provisions regarding confidentiality, non-competition and non-solicitation.

The description of the Agreement set forth above is qualified in its entirety by the Agreement, itself, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by this reference.

(d) Exhibits. The following exhibit is filed herewith:

Exhibit
No.                                     Description
10.1      Agreement dated as of May 5, 2009 between Northern Technologies
          International Corporation and DAK ENGINEERING, LLC.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.