AGREEMENT ("Agreement") made as of this day of April, 2003,

between Nocopi Technologies, Inc., a Maryland corporation having a principal

place of business at 537 Apple Street, West Conshohocken, Pennsylvania 19428

("Nocopi") and Euro-Nocopi, S.A., a societe anonyme registered with the Paris

Company Registry under the number B 395 113 335 ("Euro") having a principal

place of business at 61, rue Jean Jaures, ZAC Des Clotais, 91160, Champlan,

France.



                                    Recitals



                  A. The parties entered into a written agreement dated June 10,

1994 (the "License Agreement"), a copy of which agreement (as originally

executed) is annexed hereto as Exhibit A, and a copy of which as hereby amended,

and referred to hereinafter sometimes as the "Amended and Restated License

Agreement" is attached hereto as Exhibit M; and



                  B. The parties entered into a written agreement dated July 17,

1997 (the "1997 Settlement Agreement"), a copy of which agreement is annexed

hereto as Exhibit B; and



                  C. Certain disputes have arisen between the parties regarding

their respective rights and obligations under the License Agreement and under

The 1997 Settlement Agreement as a result of which the parties are presently

adversaries in an arbitration proceeding before the American Arbitration

Association in New York City under Case # 50-T133-00107-01 ("Arbitration

Proceeding") and



                  D. The parties, without acknowledging fault, wrongdoing or

liability whatsoever, desire to settle all controversies, claims, causes of

action and disagreements which as of the date hereof exist, or may exist,

between and among them and wish to discontinue the Arbitration Proceeding with

prejudice, it being the intent of the parties that the only legally enforceable

contractual obligations between them from the date hereof shall be the terms,

provisions and covenants contained in this Agreement and the Amended and

Restated License Agreement.



                                    AGREEMENT



                  In consideration of the mutual promises and agreements herein

contained and the good and valuable consideration set forth below, the parties

agree as follows:



                  1. Recitals. The Recitals are incorporated herein by

reference, constitute representations of the parties and are a material part of

this Agreement.







<PAGE>





                  2. Mutual Releases. (a) Except for the obligations of this

Agreement and the Amended and Restated License Agreement executed

contemporaneously herewith accruing on and after the Closing, Nocopi, for

itself, its officers, directors, employees, and agents hereby releases, remises,

acquits and forever discharges Euro, Euro's officers, directors, and employees,

of and from any and all actions, causes of action, claims, suits, demands,

debts, dues, obligations, accounts, contracts, agreements, controversies,

rights, judgments, damages, losses, costs, expenses, fees, attorneys fees,

sanctions, executions, liabilities, obligations and any and all other

liabilities of any kind whatsoever, either in law or equity, whether known or

unknown, fixed or contingent, suspected or unsuspected, which against any of

them Nocopi now has or may have, on or before the date of this Agreement.



                           (b) Except for the obligations of this Agreement and

the Amended and Restated License Agreement executed contemporaneously herewith

accruing on and after the Closing, Euro, for itself, its officers, directors,

and employees, hereby releases, remises, acquits and forever discharges Nocopi,

its officers, directors, former directors, affiliates, employees, and agents of

and from any and all actions, causes of action, claims, suits, demands, debts,

dues, obligations, accounts, contracts, agreements, controversies, rights,

judgments, damages, losses, costs, expenses, fees, attorneys fees, sanctions,

executions, liabilities, obligations and any and all other liabilities of any

kind whatsoever, either in law or equity, whether known or unknown, fixed or

contingent, suspected or unsuspected, which against any of them Euro now has or

may have, on or before the date of this Agreement.



                  3. Dismissal of Arbitration With Prejudice. At Closing,

counsel for the parties shall execute the Stipulation and Order of Dismissal

attached as Exhibit C and made a part hereof dismissing the Arbitration with

prejudice which shall promptly thereafter be filed by counsel for Nocopi with

the American Arbitration Association with copies delivered by facsimile to the

members of the arbitral panel.



                  4. Closing; Closing Date. "Closing" shall refer to the

delivery and payment of monies and exchange of executed documents required

herein. Closing shall take place at the offices of Euro's attorney, Edward B.

Safran, Esquire, 6th Floor, 770 Lexington Ave., New York, NY on the date of the

delivery of fully executed counterparts hereof by each party to the other, and

not later than April __, 2003, at 10 AM (the "Closing Date").



                  5. Euro's Performances.



                           (a) At Closing, Euro shall remit to Hangley Aronchick

Segal & Pudlin, as attorneys, by attorney escrow check drawn on an escrow

account maintained by Edward B. Safran, or, at Nocopi's option, by wire transfer

to an account designated in writing by said attorneys, the sum of Nine Hundred

Thousand (US$900,000) Dollars (the "Initial Payment") for the benefit of Nocopi.



                           (b) At Closing, Euro shall remit by wire transfer for

the benefit of Nocopi subject to the provisions of this Agreement, in escrow

nevertheless, to Edward B. Safran, Esq., as Escrow Agent, the sum of Two Hundred

Thousand (US$200,000) Dollars, to be used and disbursed pursuant to the

provisions of this Agreement, and Mr. Safran shall deliver to Nocopi an

acknowledgement that he has received such funds and holds them under and subject

to the terms and conditions of this Agreement.

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