Filed by sedaredgar.com - Northtech Industries, Inc. - Exhibit 10.3






NORTHTECH INDUSTRIES, INC.

SUBSCRIPTION AGREEMENT

     This Subscription Agreement
pertains to the offering by Northtech Industries, Inc. (the “Company”) of
up to two million (2,000,000) shares of Class A Common Stock (the
“Shares”), at a purchase price of Ten Cents ($0.10) per Share for an
aggregate offering of up to Two Hundred Thousand Dollars ($200,000) (the
“Offering”). The Company is making this offering solely to accredited
investors (as defined under Rule 501(a) of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”)).

     The undersigned, intending to be
legally bound, hereby offers to purchase from the Company Shares for an
aggregate purchase price of $_______________ .

     The Company will be deemed to
have accepted this offer upon execution by it of the Receipt and Acceptance
attached to this Subscription Agreement. This subscription is submitted to the
Company subject to its acceptance and in accordance with, and subject to the
terms and conditions described in, this Subscription Agreement.

     1. Verification of Investor
Suitability under Regulation D. The undersigned understands that in order to
subscribe for the Shares in this Offering, the undersigned must be an
“accredited investor” as defined in Section 501 of Regulation D under the
Securities Act.

     2. Amount and Method of
Payment. The purchase price for the Shares is __________ Dollars ($ _______
) and shall be paid by tender of a check made payable to “Northtech Industries,
Inc.” or wire transfer of immediately available funds to the account set forth
on the last page hereof in the amount of _________ Dollars ($________ ) (the
“Purchase Price”).

     3. Acceptance of
Subscription.

          (a)
The undersigned understands and agrees that the Company, in its sole discretion,
reserves the right to accept or reject this or any other subscription for Shares
in whole or in part at any time prior to the Closing (as defined below).

          (b)
In the event that this subscription is rejected in whole or in part, the Company
shall promptly return all or the applicable portion of the Purchase Price to the
undersigned, as the case may be, and this Subscription Agreement shall
thereafter have no force or effect except with respect to the portion, if any,
of this subscription that is accepted by the Company.

     4. Registration
Rights.

          (a)
Piggyback Registrations.

     (i)
Notice of Registration. If, at any time, the Company proposes to file a
Registration Statement with the Securities and Exchange Commission (the 

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“SEC”) in connection with any
public offering of common stock (other than in connection with an initial public
offering of common stock), whether for the account of the Company or any other
person (other than a Registration Statement on Form S-4 or Form S-8 (or any
successor forms under the Securities Act) or other registrations relating solely
to employee benefit plans or any transaction governed by Rule 145 under the
Securities Act), the Company shall give written notice of such proposed filing
and proposed date thereof to each Holder that owns Shares at least fifteen (15)
days before the anticipated filing of such Registration Statement, offering such
Holder the opportunity to offer and sell its Shares (the “Registrable
Securities”), by means of the prospectus contained in such Registration
Statement. If such Holder desires to have its Registrable Securities registered
under such Registration Statement pursuant to this paragraph 4(a), then Holder
shall advise the Company thereof in writing within ten (10) days after the date
of its receipt of the Company’s notice (which request shall set forth the number
of Registrable Securities for which registration is requested). Subject to
subsection 4(b) hereof, the Company shall include in such Registration
Statement, if filed, all Registrable Securities so requested by such Holder to
be included so as to permit such securities to be sold or disposed of in the
manner and on the terms set forth in such request. Such registration shall
hereinafter be called a “Piggyback Registration”. Each Holder shall only have
one (1) right to elect to exercise a Piggyback Registration. The Company shall
have the right at any time to delay or discontinue, without liability to the
Holders, any Piggyback Registration under this subsection 4(a) at any time prior
to the effective date of the Registration Statement if the proposed offering of
common stock contemplated thereunder is discontinued. 

     (ii)
Withdrawal Right. Any Holder shall have the right to withdraw its request
for inclusion of its Registrable Securities in any Registration Statement
pursuant to this subsection 4(a) by giving written notice to the Company of its
request to withdraw; provided, however, that (A) such withdrawal request must be
made in writing prior to the earlier of the execution of the underwriting
agreement or the execution of the custody agreement with respect to such
Piggyback Registration and (B) such withdrawal shall be irrevocable and, after
making such withdrawal, such Holder shall no longer have any right to include
Registrable Securities in the Piggyback Registration from which such Investor
withdrew. 

     (b) Allocation of Securities
Included in Registration Statements. In connection with any Registration
Statement in which the Holders have requested to include Registrable Securities,
in the case of an underwritten public offering, if the managing underwriter(s)
of such offering advise(s) or, in the case of a non-underwritten public
offering, the Company determines, that the inclusion in such Registration
Statement of some or all of the shares sought to be registered thereunder
exceeds the number of shares (the “Saleable Number”) that can be sold in
an orderly fashion without a substantial risk that either the price per share to
be derived from such registration, the timing of such registration or the
distribution of the Registrable Securities pursuant to such registration will be
materially and adversely affected, then the number of shares offered thereunder
shall be limited to the Saleable Number and shall be allocated as follows: (i)
first, to all the shares of common stock that the Company 

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proposes to register for its own account, (ii) second, the
difference, if any, between the Saleable Number and the number of shares to be
included pursuant to clause (A) above, to the Holders pro rata on the basis of
the number of Registrable Securities offered for sale by each Holder, and (C)
third, the difference, if any, between the Saleable Number and the number of
shares to be included pursuant to clauses (A) and (B) above, to all other
selling shareholders, pro rata on the basis of the number of shares offered for
sale by each such shareholder.

     (c) Furnish Information.
It shall be a condition precedent to the obligations of the Company to take any
action pursuant to Sections 4(a) that the Holders shall furnish to the Company
such information regarding themselves, the Registrable Securities held by them,
and the intended method of disposition of such securities as shall be required
to timely effect the registration of their Registrable Securities.

     (d) Certain Notices;
Suspension of Sales. The Company may, upon written notice to the Holders,
suspend the Holders’ use of any Prospectus (which is a part of any Registration
Statement) for a reasonable period not to exceed ninety (90) days if the Company
in its reasonable judgment believes it may possess material non-public
information the disclosure of which in its reasonable judgment would have a
material adverse effect on the Company and its subsidiaries taken as a whole.
Each Holder of Registrable Securities agrees by its acquisition of such
Registrable Securities to hold any communication by the Company pursuant to this
section 4(d) in confidence. 

     (e) Amendments. Subject to
section 4(d) hereof, the Company shall (i) prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement as may be
necessary to keep the Registration Statement effective for the applicable time
period required herein, (ii) cause the Prospectus to be supplemented by any
required Prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 under the Securities Act, and (iii) comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the
intended methods of disposition by the Registering Shareholders set forth in
such Registration Statement or Prospectus supplement.

     (f) Indemnification. In
the event any Registrable Securities are included in a registration statement
under Section 4(a):

     (i) To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder and the partners, officers, directors and stockholders of each Holder,
any underwriter (as defined in the Securities Act) for such Holder and each
person, if any, who controls such Holder or underwriter within the meaning of
the Securities Act or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), against any losses, claims, damages, or liabilities
joint or several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any of the following statements, omissions or violations (collectively a
“Violation”) by the Company: (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any 

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preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation promulgated
under the Securities Act, the Exchange Act or any state securities law in
connection with the offering covered by such registration statement; provided
however, that the indemnity agreement contained in this Section 4(f)(i) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such registration by such Holder, partner, officer,
director, stockholder, underwriter or controlling person of such Holder.

     (ii) To
the extent permitted by law, each Holder will, if Registrable Securities held by
such Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify and hold harmless the
Company, each of its directors, its officers and each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter
and any other Holder selling securities under such registration statement or any
of such other Holder’s partners, directors, officers or stockholders or any
person who controls such Holder, against any losses, claims, damages or
liabilities to which the Company or any such person may become subject under the
Securities Act, the Exchange Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by such Holder under an instrument duly executed
by such Holder and stated to be specifically or use in connection with such
registration; and each such Holder will pay as incurred any legal or other
expenses reasonably incurred by the Company or any such person in connection
with investigating or defending any such loss, claim, damage, liability or
action if it is judicially determined that there was such a Violation; provided,
however, that the indemnity agreement contained in this Section 4(f)(ii) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld.

     (iii)
Promptly after receipt by an indemnified party under this Section 4(f) of notice
of the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 4(f), deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the 

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indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however,
that an indemnified party shall have the right to retain its own counsel, with
the fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party would
be inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
4(f), but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 4(f).

     (iv) If
the indemnification provided for in this Section 4(f) is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any losses, claims, damages or liabilities referred to herein, the indemnifying
party, in lieu of indemnifying such indemnified party thereunder, shall to the
extent permitted by applicable law contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the Violation(s) that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a material
fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.

     (v) The
obligations of the Company and Holders under this Section 4(f) shall survive
completion of any offering of Registrable Securities in a registration statement
and the termination of this Agreement. No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
to such claim or litigation.

     (g) All expenses incurred in
connection with a Piggyback Registration (excluding underwriters’ and brokers’
discounts and commissions), including without limitation, all federal and “blue
sky” registration and qualification fees, printers and accounting fees and fees
and disbursements of counsel for the Company shall be borne by the Company.

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     5. Delivery of the Stock
Certificate. The Company will execute and deliver certificate(s)
representing the Shares to the subscriber within five (5) business days after
the occurrence of each of the following items: (i) acceptance of the
subscription by the Company; and (ii) receipt of the Purchase Price by the
Company.

     6. Representations and
Warranties. The undersigned hereby acknowledges, represents and warrants to,
and agrees with, the Company as follows:

     (a) The undersigned understands
that the offering and sale of the Shares by the Company to the undersigned is
intended to be exempt from registration under the Securities Act by virtue of
Regulation A, promulgated under the Securities Act and, in accordance therewith
and in furtherance thereof, the undersigned represents and warrants to and
agrees with the Company as follows:

     (i) All
documents, records and books pertaining to the Company and/or this investment
that the undersigned or his purchaser representative has requested have been
made available for inspection by him and/or his purchaser representative,
attorney, accountant and other advisor(s);

     (ii) The
undersigned and/or his purchaser representative and advisor(s) have had a
reasonable opportunity to ask questions of and receive information and answers
from a person or persons acting on behalf of the Company concerning the offering
of the Shares and all such questions have been answered and all such information
has been provided to the full satisfaction of the undersigned;

     (iii)
Neither the undersigned nor the undersigned's purchaser representative or
investment advisors, if any, have been furnished any offering literature and the
undersigned and the undersigned's purchaser representative and advisors, if any,
have relied only on the information, as described in subparagraphs (ii) and
(iii) above, furnished or made available to them by the Company;

     (iv) No
oral or written representations have been made and no oral or written
information has been furnished to the undersigned or his purchaser
representative or advisor(s) in connection herewith that were in any way
inconsistent with the information set forth in this Subscription Agreement;

     (v) The
undersigned is not subscribing for the Shares as a result of or subsequent to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting;

     (vi) The
undersigned acknowledges that he has either conducted his own independent
evaluation of the Company and has analyzed the risks associated with an
investment in the Shares or has had his purchaser representative take such
actions on his behalf and has based his decision to invest in the Shares on the
results of this evaluation and analysis;

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     (vii) The
undersigned’s overall commitment to investments that are not readily marketable
is not disproportionate to the undersigned’s net worth and the undersigned’s
investment in the Company will not cause such overall commitment to become
disproportionate to the undersigned’s net worth;

     (viii) If
the undersigned is a natural person, the undersigned has reached the age of
majority in the jurisdiction in which the undersigned resides, has adequate net
worth and means of providing for the undersigned’s current financial needs and
personal contingencies, is able to bear the substantial economic risks of an
investment in the Shares for an indefinite period of time, has no need for
liquidity in such investment and, at the present time, could afford a complete
loss of such investment;

     (ix) The
address set forth below is the undersigned’s true and correct residence (or, if
not an individual, domiciliary) address;

     (x) The
undersigned (A) has such knowledge of, and experience in, business and financial
matters so as to enable him to utilize the information made available to him in
connection with the offering of the Shares in order to evaluate the merits and
risks of an investment in the Shares and to make an informed investment decision
with respect thereto, (B) the undersigned has carefully evaluated the risks of
investing and (C) has the capacity, either alone, or with a professional
advisor, to protect his own interests in connection with a purchase of the
Shares;

     (xi) The
undersigned is not relying on the Company with respect to the economic
considerations of the undersigned relating to this investment. In regard to such
considerations, the investor has relied on the advice of, or has consulted with,
only his own advisor(s). The undersigned recognizes that the information
furnished by the Company does not constitute investment, accounting, legal or
tax advice. The undersigned is relying on professional advisors for such
advice;

     (xii) The
undersigned is acquiring the Shares solely for his own account as principal, for
investment purposes only and not with a view to the resale or distribution
thereof, in whole or in part, and no other person has a direct or indirect
beneficial interest in such Shares;

     (xiii)
The undersigned understands that the price of the Shares has been determined
arbitrarily by the Company and may not be indicative of the true value of the
Shares. The undersigned understands that no assurances can be given that the
Shares could be resold by the Subscriber for the subscription price or any price
and he/she/it has made an independent determination of the fairness of the
subscription price; and

     (b) The undersigned recognizes
that an investment in the Shares involves a number of significant risks
including, but not limited to, those risks explained to him by his purchaser
representative.

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     (c) The undersigned understands
that no federal or state agency has passed upon the Shares or made any finding
or determination as to the fairness of this investment in the Shares.

     (d) All information that the
undersigned has heretofore furnished and furnishes herewith to the Company are
true, correct and complete as of the date of execution of this Subscription
Agreement and if there should be any material change in such information prior
to the closing of the sale of the Shares (the “Closing”), the undersigned
will immediately furnish such revised or corrected information to the
Company.

     (e) The foregoing
representations, warranties and agreements, together with all other
representations and warranties made or given by the undersigned to the Company
in any other written statement or document delivered in connection with the
transactions contemplated hereby, shall be true and correct in all respects on
and as of the date of the Closing as if made on and as of such date and shall
survive such date. If more than one person is signing this Subscription
Agreement, each representation, warranty and undertaking herein shall be the
joint and several representation, warranty and undertaking of each such
person.

     7. Indemnification. The
undersigned agrees to indemnify and hold harmless the Company and the officers
and directors thereof and each other person, if any, who controls the Company,
within the meaning of Section 15 of the Securities Act, against any and all
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses reasonably incurred in investigating, preparing
or defending against any litigation commenced or threatened or any claim
whatsoever) arising out of or based upon any false representations or warranty
or breach or failure by the undersigned to comply with any covenant or agreement
made by the undersigned herein or in any other document furnished by the
undersigned to the Company in connection with this transaction.

     8. Additional Information.
The undersigned hereby acknowledges and agrees that the Company may make or
cause to be made such further inquiry and obtain such additional information as
it may deem appropriate with regard to the suitability of the undersigned as an
investor in the Shares.

     9. Binding Effect. The
undersigned hereby acknowledges and agrees that, except as provided under
applicable state securities laws, the subscription hereunder is irrevocable,
that the undersigned is not entitled to cancel, terminate or revoke this
Subscription Agreement or any agreements of the undersigned hereunder and that
this Subscription Agreement and such other agreements shall survive the death or
disability of the undersigned and shall be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives and assigns. If the undersigned is more than one person, the
obligations of the undersigned hereunder shall be joint and several and the
agreements, representations, warranties and acknowledgments herein contained
shall be deemed to be made by and be binding upon each such person and
his/her/its heirs, executors, administrators, successors, legal representatives
and assigns.

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     10. Modification. Neither
this Subscription Agreement nor any provisions hereof shall be waived, modified,
discharged or terminated except by an instrument in writing signed by the party
against whom any such waiver, modification, discharge or termination is
sought.

     11. Notices. Any notice,
demand or other communication that any party hereto may be required, or may
elect, to give to any other party hereunder shall be sufficiently given if (a)
deposited, postage prepaid, in a United States mail box, stamped, registered or
certified mail, return receipt requested, addressed to such address as may be
listed on the books of the Company, or (b) delivered personally at such
address.

     12. Counterparts. This
Subscription Agreement may be executed through the use of separate signature
pages or in any number of counterparts, and each of such counterparts shall, for
all purposes, constitute one agreement binding on all parties, notwithstanding
that all parties are not signatories to the same counterpart. This Subscription
Agreement may be executed and delivered via electronic facsimile transmission
with the same force and effect as if it were executed and delivered by the
parties simultaneously in the presence of one another.

     13. Entire Agreement. This
Subscription Agreement contains the entire agreement of the parties with respect
to the subject matter hereof and there are no representations, covenants or
other agreements except as stated or referred to herein.

     14. Severability. Each
provision of this Subscription Agreement is intended to be severable from every
other provision, and the invalidity or illegality of any provision shall not
affect the validity or legality of the remaining provisions.

     15. Assignability. This
Subscription Agreement is not transferable or assignable by the undersigned.

     16. Applicable Law. This
Subscription Agreement shall be governed by and construed in accordance with the
laws of the State of New York as applied to residents of that jurisdiction
executing contracts wholly to be performed therein.

     17. Choice of
Jurisdiction. The undersigned agrees that any action or proceeding directly
or indirectly relating to or arising out of this Subscription Agreement, any
breach hereof, or any transaction covered hereby shall be resolved, whether by
arbitration or otherwise, within the State of Washington. Accordingly, the
parties consent and submit to the jurisdiction of the state courts located
within Seattle, Washington or the United States federal courts located in the
Western District of Washington. The parties further agree that any such relief
whatsoever in connection with this Subscription Agreement shall be commenced by
such party exclusively in the state courts located within Seattle, Washington or
the United States federal courts located in the Western District of
Washington.

     18. Reimbursement. If any
action or other proceeding is brought for the enforcement of this Subscription
Agreement or because of an alleged dispute, breach, default or misrepresentation
in connection with any of the provisions of this Subscription Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorney’s fees and other costs incurred in such action or proceeding
in addition to any other relief to which they may be entitled.

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     19. Further Assurances.
Each of the parties shall execute said documents and other instruments and
take such further actions as maybe reasonably required or desirable to carry out
the provisions hereof and the transactions contemplated hereby.

     20. State Securities Laws.
Subscribers should also be aware of the following additional considerations:

FOR RESIDENTS OF ALL STATES:

THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR THE SECURITIES
LAWS OF ANY STATES AND THE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
OFFERING OR THE ACCURACY OR ADEQUACY OF THE DISCLOSURE MATERIALS PRODUCED TO THE
SUBSCRIBERS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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Subscription Information (to be completed by individual
subscriber):

Shares Purchased
______________________________________________

Purchase Price of Shares (Number of Shares Purchased x $0.10
per Share) _____________

	Name(s) in which the Shares is to be registered:
    
	  
	 
	 
	 
	  
	  
	Home Address 	 
	 	 
	Mailing Address 	 


Form of joint ownership (if applicable). (If one of these items
is checked, subscriber and co-subscriber must both sign all documents.):

	Tenants-in-Common 	 	 	Joint Tenants 	 



	     IN WITNESS WHEREOF, the
      undersigned has caused this Subscription Agreement to be duly executed on
      the day of ___________ , 2010. 



	 	 	 	 	 
	Please Print Name of Subscriber 	 	Signature of Subscriber 	 	Social Security Number 
	 	 	 	 	 
	 	 	 	 	 
	Please Print Name of Co-Subscriber 	 	Signature of Co-Subscriber 	 	Social Security Number 


[ATTACH CHECK HERE]

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THIS PORTION NOT TO BE COMPLETED BY SUBSCRIBER

	 
	RECEIPT AND ACCEPTANCE 


CASH OR CHECK AND SUBSCRIPTION AGREEMENT RECEIVED ON
______________, 2010.

By: ___________________________________

SUBSCRIPTION ACCEPTED ON _______________________ ,
2010.

NORTHTECH INDUSTRIES, INC.

	By: 		 
	 	Name: 	 
	 	Title: 	 



	 
	 
	WIRE TRANSFER INSTRUCTIONS 


If Subscriber wishes to wire transfer the purchase price of his
Shares, he or she shall wire transfer immediately available funds in the amount
of the Purchase Price subscribed for hereunder, as follows:

	Bank: 	US Bank 
	Account Name: 	Northtech Industries, Inc. 
	Account No.: 	153593318667 
	Bank Routing No.: 	125000105 


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