BRIDGE LOAN AGREEMENT






 
  EXHIBIT 4.1

  
  BRIDGE LOAN AGREEMENT

  
  THIS BRIDGE LOAN AGREEMENT ("Loan Agreement") is dated as of January
  9, 2007, by and between PLATINUM RESEARCH ORGANIZATION L.P., a Texas limited
  partnership, with headquarters located at 2828 Routh Street, 5th Floor,
  Dallas, Texas 75201 ("Platinum"), and PLATINUM RESEARCH ORGANIZATION,
  INC. (F/K/A NORTHTECH CORPORATION), having an office at 1917 West 4th Avenue,
  Suite 421, Vancouver B.C. V6J 1M7 ("NorthTech").

  
  W I T N E S S E T H

  
  WHEREAS, Platinum wishes to induce NorthTech to loan to Platinum, and
  NorthTech is willing to loan to Platinum, subject to the terms and conditions
  set forth herein, up to One Million (US$ 1,000,000) United States Dollars.

  NOW, THEREFORE, for and in consideration of the premises and the mutual
  agreement contained herein and for other good and valuable consideration, the
  receipt and sufficiency of which are hereby acknowledged, the parties hereto
  agree as follows:

     1. LOAN. Subject to the terms and conditions set forth
  herein, NorthTech shall loan to Platinum One Million (US$ 1,000,000) United
  States Dollars (the "Loan") in one installment, by delivery of such
  amount to Platinum in U.S. funds by wire transfer to an account designated by
  Platinum.

     2. NOTE. The terms of the Loan shall be set forth in
  and evidenced by a Secured Promissory Note in substantially the form attached
  hereto as Exhibit A in the aggregate amount of One Million (US$ 1,000,000)
  United States Dollars, payable to the order of NorthTech or its assignees (the
  "Note").

     3. MUTUAL DELIVERIES.

       (a) Upon the delivery by NorthTech of the loan
  proceeds as provided in Section 1 above, Platinum shall deliver to NorthTech
  the Note.

       (b) Platinum shall also deliver, or cause to be
  delivered, the original or execution copies of the following instruments and
  agreements duly executed by all parties thereto other than NorthTech (together
  with the Note - the "Related Agreements"):

  
	this Agreement;
	the promissory note in the Form annexed as Exhibit "A"; and
	the Security Agreement in the Form annexed as Exhibit "B".


  
    4. REPRESENTATIONS AND WARRANTIES OF PLATINUM. Platinum
  represents and warrants to NorthTech that:

        (a) Platinum has the partnership power and
  authority to enter into this Loan Agreement and the Related Agreements and to
  perform its obligations hereunder and thereunder. The execution and delivery
  by Platinum of this Loan Agreement and the Related Agreements and the
  consummation by Platinum of the transactions contemplated hereby and thereby
  have been duly authorized by all necessary partnership action on the part of
  Platinum. This Loan Agreement and the Related Agreements have been duly
  executed and delivered by Platinum and constitute valid and binding
  obligations of Platinum enforceable against it in accordance with their
  respective terms, subject to the effects of any applicable bankruptcy,
  insolvency, reorganization, moratorium or similar laws affecting creditors'
  rights generally and to the application of equitable principles in any
  proceeding (legal or equitable).

         (b) The execution, delivery and
  performance by Platinum of this Loan Agreement and the Related Agreements and
  the consummation of the transactions contemplated hereby and thereby do not
  and will not breach or constitute a default under any applicable law or
  regulation or of any agreement,

   

 




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  judgment, order, decree or other instrument binding on Platinum which
  breach or default has not otherwise been waived in writing or which breach or
  default could reasonably be expected to have a material adverse effect on
  Platinum.

        (c) Platinum is in material compliance with
  all applicable laws, regulations, judgments, decrees and orders material to
  the conduct of its business.

        (d) There is no pending, or to the knowledge
  of Platinum, threatened, judicial, administrative or arbitral action, claim,
  suit, proceeding or investigation which might affect the validity or
  enforceability of this Loan Agreement or the Related Agreements or which
  involves Platinum and which if adversely determined, could reasonably be
  expected to have a material adverse effect on Platinum.

         (e) Other than with respect to the
  loan with the Seattle City Employee's Retirement System (the "Seattle Loan"),
  no consent or approval of, or exemption by, or filing with, any party or
  governmental or public body or authority is required in connection with the
  execution, delivery and performance under this Loan Agreement or the Related
  Agreements or the taking of any action contemplated hereunder or thereunder.

          (f) Platinum has been duly
  organized and is validly existing as a limited partnership under the laws of
  the jurisdiction of its formation. Platinum is duly qualified and licensed as
  a limited partnership in each jurisdiction in which its current ownership or
  leasing of any properties or its ownership or leasing of any properties or the
  character of its operations as currently conducted requires such qualification
  or licensing, except where the failure to be so qualified would not have a
  material adverse effect on Platinum. Platinum has all power and authority, and
  has obtained all necessary authorizations, approvals, orders, licenses,
  certificates, franchises and permits of and from all governmental or
  regulatory officials and bodies necessary to own or lease its properties and
  conduct its business other than those authorizations, approvals and such other
  documents the lack of which could not reasonably be expected to have a
  material adverse effect on Platinum.

           (g) The execution,
  delivery and performance of this Agreement by Platinum and the Related
  Agreements to be delivered hereunder and the consummation of the transactions
  contemplated hereby and thereby will not: (i) violate any provision of
  Platinum's limited partnership formation documents, (ii) other than the
  Seattle Loan, violate, conflict with or result in the breach of any of the
  terms of, result in a material modification of the effect of, otherwise, give
  any other contracting party the right to terminate, or constitute (or with
  notice or lapse of time or both constitute) a default under, any contract or
  other agreement to which Platinum is a party or by or to which Platinum or any
  of Platinum's assets or properties may be bound or subject, (iii) violate any
  order, judgment, injunction, award or decree of any court, arbitrator or
  governmental or regulatory body by which Platinum, or the assets or properties
  of Platinum are bound, (iv) to Platinum's knowledge, violate any statute, law
  or regulation.

            (h) There has been
  no material change in the capitalization, assets, or liabilities of Platinum
  since the issuance of the financial statements, for the period ending
  September 30, 2006, delivered to NorthTech.

       5. REPRESENTATIONS AND WARRANTIES OF NORTHTECH.
  NorthTech hereby represents and warrants to Platinum that:

             (a) NorthTech
  has the corporate power and authority to enter into this Loan Agreement and
  the Related Agreements and to perform its obligations hereunder and
  thereunder. The execution and delivery by NorthTech of this Loan Agreement and
  the Related Agreements and the consummation by NorthTech of the transactions
  contemplated hereby and thereby have been duly authorized by all necessary
  corporate action on the part of NorthTech. This Loan Agreement and the Related
  Agreements have been duly executed and delivered by NorthTech and constitute
  valid and binding obligations of NorthTech, enforceable against it in
  accordance with their respective terms, subject to the effects of any
  applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
  affecting creditors' rights generally and to the application of equitable
  principles in any proceeding (legal or equitable).

   

   

 




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              (b) The
  execution, delivery and performance by NorthTech of this Loan Agreement and
  the Related Agreements and the consummation of the transactions contemplated
  hereby and thereby do not and will not breach or constitute a default under
  any applicable law or regulation or of any agreement, judgment, order, decree
  or other instrument binding on NorthTech.

              
  (c) There is no pending, or to the knowledge of NorthTech, threatened,
  judicial, administrative or arbitral action, claim, suit, proceeding or
  investigation which might affect the validity or enforceability of this Loan
  Agreement or the Related Agreements.

              (d) No
  consent or approval of, or exemption by, or filing with, any party of
  governmental or public body or authority is required in connection with the
  execution, delivery and performance under this Loan Agreement or the Related
  Agreements or the taking of any action contemplated hereunder or

  thereunder.

         6. COVENANTS OF PLATINUM.
  Platinum covenants and agrees that, so long as the Note shall be outstanding,
  except as otherwise required under the Related Agreements, Platinum shall:

              (a)
  Promptly pay and discharge all lawful taxes, assessments and governmental
  charges or levies imposed upon it or upon its income and profits, or upon any
  of its property, before the same shall become in default as well as all lawful
  material claims for labor, materials and supplies which, if unpaid, might
  become a lien or charge upon such properties or any part thereof; provided,
  however, that it shall not be required to pay and discharge any such tax,
  assessment, charge, levy or claim so long as the validity thereof shall be
  contested in good faith by appropriate proceedings, and Platinum shall set
  aside on its books adequate reserves with respect to any such tax, assessment,
  charge, levy or claim so contested.

              
  (b) Pay, or cause to be paid, all material debts and perform, or cause to be
  performed, all material obligations promptly and in accordance with the
  respective terms thereof.

              
  (c) Provide to NorthTech the following:

  
	as soon as available after the end of each fiscal year of Platinum, a
    consolidated balance sheet of Platinum as at the end of that fiscal year and
    the related statement of earnings, stockholders' equity and changes in
    financial position of Platinum for such fiscal year, in accordance with its
    historical accounting practices; and
	as soon as available and in any event within ninety (90) days after the
    end of each of the first three quarters of each fiscal year (commencing the
    quarter ending September 30, 2006), an unaudited consolidated balance sheet
    of Platinum as of the end of that quarter, and the related unaudited
    statement of earnings of Platinum for the period from the beginning of that
    fiscal year to the end of that quarter, certified by the principal financial
    officer of Platinum as having been prepared in accordance with its
    historical accounting practices, subject to normal year-end adjustments.


  
              
  (e) Do, or cause to be done, all things that may be necessary to:

  
	maintain its due organization and valid existence under the laws of its
    state of formation; 
	preserve and keep in full force and effect all qualifications,
    registrations and licenses in those jurisdictions in which the failure to do
    so could or would have a material adverse effect; 
	maintain its power or authority to carry on its business as now
    conducted; and 
	use its best efforts to keep available the services of its key present
    employees and agents and maintain its current relations with suppliers,
    customers, distributors and joint venture partners (subject to the business
    judgment of executive management).


  
              
  (f) At all times maintain, preserve, protect and keep material property used
  and useful in the conduct of its business in good repair, working order and
  condition (subject to normal wear and tear), and from time to time make all
  needful and proper repairs, renewals, replacements, betterment and 

   

   

 




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  improvements thereto, so that the business carried on in connection
  therewith may be properly conducted at all times.

              (g) Keep
  adequately insured all property of a character usually insured by similar
  corporations and carry such other insurance as is usually carried by similar
  corporations.

              (h) At
  all reasonable times upon NorthTech's request and upon advance notice to
  Platinum and for good reason, permit representatives designated by NorthTech
  to have access to the books and records relating to the operations and
  procedures of Platinum (subject to execution of confidentiality undertakings).

              (i) Not
  assume, guaranty or otherwise, directly or indirectly, become liable or
  responsible for the obligations of any other person or entity, except for 75%
  or greater owned subsidiaries, for the purpose of paying or discharging the
  obligations of such person or entity unless such guarantees relate to the
  business of Platinum, are incurred in the ordinary course of its business and
  do not exceed in the aggregate $100,000.

              (j) Not
  consolidate with or merge with or into any entity or sell, lease, transfer,
  exchange or otherwise dispose of any material part of its properties and
  assets except in the ordinary course of business, however, Platinum may engage
  in any of the foregoing transactions with a parent or subsidiary of Platinum
  so long as such parent or subsidiary is no less creditworthy than Platinum and
  such parent or subsidiary assumes the obligations of Platinum hereunder. The
  transaction contemplated by that certain Contribution Agreement dated October
  26, 2006 (as amended, the "Contribution Agreement") among NorthTech, Platinum
  and certain other parties thereto shall not be deemed a violation of this
  Section 6(j).

        7. ASSIGNMENT. This Loan Agreement
  and the Related Agreements may be assigned by NorthTech to transferees or
  assignees of the Note, provided that Platinum consents to the assignment,
  which consent will not be unreasonably withheld, and that Platinum is, prior
  to or simultaneously with

  such transfer, furnished with written notice of the name and address of
  such transferee or assignee, and such assignee agrees in writing to be bound
  by the terms hereof and provided further that, if the Note is only assigned or
  transferred in part, then such assignment shall only be made in part on an
  appropriate proportionate basis. If there is a conflict between this provision
  and any provision of the Related Agreements, this provision shall govern. 

  As a condition to any such assignment, the assignee shall warrant,
  represent and acknowledge to Platinum and to NorthTech that: 

  	such assignee has adequate means of providing for its current needs and
   possible contingencies, and anticipates no need now or in the foreseeable
   future to sell its shares of Common Stock;
	such assignee has had an opportunity to ask questions of and receive
   answers from Platinum concerning its investment as evidenced by the Loan in
   Platinum, and all such questions have been answered to its full satisfaction;
	such assignee has received no representations and warranties from
   Platinum other than those otherwise set forth herein;


   

        8. NOTICES. Notices
  and other communications provided for herein shall be in writing (which shall
  include notice by facsimile transmission) and shall be delivered or mailed (or
  if by graphic scanning or other facsimile communications equipment of the
  sending party hereto, delivered by such equipment), addressed as follows: 

 







	
                                                                                                             
  If to Platinum:
	
   
	
  John T. Jaeger

	 	
   
	
  Platinum IP Management, Inc.

	 	
   
	
  2828 Routh Street, 5th Floor

	 	 	
  Dallas, Texas 75201

	 	
   
	
  Fax No. (214) 849-9880




4


















	
   
	
   
	
   

	
                                                                                                            
  with a copy to: 
	
   
	
  Hallett & Perrin, P.C.

		
   
	
  2001 Bryan Street, Suite 3900

	 	 	
  Dallas, Texas 75201

	 	
   
	
  Attention: Scot O'Brien, Esq.

	 	
   
	
  Fax No. (214) 922-4144

	 	 	 
	 	 	 
	
                                                                                                         
  If to NorthTech: 
	
   
	
  NorthTech Corporation 

	 	 	
  1917 West 4th Avenue, Suite 421

	 	
   
	
  Vancouver British Columbia V6J 1M7

	 	
   
	
  Attention: Cecelia Pineda

	 	
   
	
  Fax No.: (604) 689-4087

	 	 	 
	
                                                                                                            
  with a copy to: 
	
   
	
  Venture Law Corporation

	 	
   
	
  688 West Hastings Street, Suite 618

	 	 	
  Vancouver, British Columbia V6B 1P1

	 	
   
	
  Attention: Alixe B. Cormick

	 	
   
	
  Fax No.: (604) 659-9188








 
   

  or to such other address as a party may from time to time
  designate in writing in accordance with this section. All notices and other
  communications given to any party hereto in accordance with the provisions of
  this Loan Agreement shall be deemed to have been given, when delivered if
  delivered by hand, when transmission confirmation is received if telecopied,
  three (3) week days after mailing if mailed, and one (1) week or two (2) days
  after deposit with an overnight courier service if delivered by overnight
  courier. Notwithstanding the foregoing, if a notice or other communication is
  actually received after 5:00 p.m. at the recipient's designated address, such
  notice or other communication shall be deemed to have been given the later of
  (i) the next week day or (ii) the week day on which such notice or other
  communication is deemed to have been given pursuant to the immediately
  preceding sentence. 

           9. SEVERABILITY. If
  a court of competent jurisdiction determines that any provision of this Loan
  Agreement is invalid, unenforceable or illegal for any reason, such
  determination shall not affect or impair the validity, legality and
  enforceability of the other provisions of this Loan Agreement. If any such
  invalidity, unenforceability or illegality of a provision of this Loan
  Agreement becomes known or apparent to any of the parties hereto, the parties
  shall negotiate promptly and in good faith in an attempt to make appropriate
  changes and adjustments to such provision specifically and this Loan Agreement
  generally to achieve as closely as possible, consistent with applicable law,
  the intent and spirit of such provision specifically and this Loan Agreement
  generally.

            10. EXECUTION IN
  COUNTERPARTS. This Loan Agreement may be executed in counterparts, each of
  which shall be deemed an original, but all of which together shall constitute
  the same Loan Agreement.

             11. 
  GOVERNING LAW. THIS LOAN AGREEMENT AND THE VALIDITY AND ENFORCEABILITY
  HEREOF SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
  THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO CONFLICT OF LAWS
  RULES OR CHOICE OF LAWS RULES THEREOF. EACH PARTY AGREES THAT ALL LEGAL
  PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE
  TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BROUGHT AGAINST A PARTY
  HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS,
  EMPLOYEES OR AGENTS) SHALL BE COMMENCED IN THE STATE AND FEDERAL COURTS
  SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN (THE "NEW YORK COURTS").
  EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF
  THE NEW YORK COURTS FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
  CONNECTION HEREWITH OR 

   

   

 




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  WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING
  WITH RESPECT TO THE ENFORCEMENT OF ANY TERM THE LOAN AGREEMENT), AND HEREBY
  IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
  PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
  ANY SUCH COURT, OR SUCH NEW YORK COURTS ARE IMPROPER OR INCONVENIENT VENUE FOR
  SUCH PROCEEDING.

  IN WITNESS WHEREOF, the parties have executed this Bridge Loan Agreement as
  of the date first written above.

                                                      
  PLATINUM RESEARCH ORGANIZATION, L.P.

  By: Platinum IP Management, Inc.

      Its: General Partner

      By: __________________________

      Name: John T. (Cork) Jaeger, Jr.

      Title: Chief Executive Officer

 

     
    
   
  
   

  
  

                                                     
  NORTHTECH CORPORATION

  
  

                                                    
  By:__________________________

                                                    
  Name: Cecelia Pineda

                                                    
  Title: President and CEO

   

   

   

     
    
   
  
 




6



 



 
  Exhibit "A" to Bridge Loan Agreement

  FORM OF NOTE

  
  THIS NOTE HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
  EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE
  SECURITIES ACT OF 1933, AS AMENDED. THE NOTE MAY NOT BE OFFERED, RESOLD,
  PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO
  REGISTRATION OR EXEMPTION OR SAFE HARBOR THEREFROM.

  No. 1-___-2007                                                                                                                                                                                                                                                                                                    
  US $1,000,000

  
  PLATINUM RESEARCH ORGANIZATION L.P.

  

  10% SECURED NOTE DUE JULY 31, 2006

  
  THIS Note is one of a duly authorized issue US$ 1,000,000 of PLATINUM
  RESEARCH ORGANIZATION L.P., a limited partnership organized and existing under
  the laws of the State of Texas (the "Platinum") designated as its 10%
  Secured Note.

  FOR VALUE RECEIVED, Platinum promises to pay to Platinum Research
  Organization, Inc. (F/K/A NorthTech Corporation) the registered holder hereof
  (the "Holder"), the principal sum of One Million United States Dollars
  (US $1,000,000) on July 31, 2007, and to pay interest on the principal sum
  outstanding from time to time in arrears on July 31, 2007 (the "Maturity
  Date"), at the rate of 10% per annum accruing from the date of initial
  issuance of this Note (the "Issue Date"). Accrual of interest shall
  commence on the first such business day to occur after the date hereof and
  shall continue until payment in full of the principal sum has been made or
  duly provided for. The principal of, and interest on, this Note are payable in
  such coin or currency of the United States of America as at the time of
  payment is legal tender for payment of public and private debts, at the
  address last appearing on the Note Register of Platinum as designated in
  writing by the Holder from time to time. Platinum will pay the principal of
  and interest upon this Note on the Maturity Date, less any amounts required by
  law to be deducted, to the registered holder of this Note as of the tenth day
  prior to the Maturity Date and addressed to such holder at the last address
  appearing on the Note Register. The forwarding of such check shall constitute
  a payment of principal and interest hereunder and shall satisfy and discharge
  the liability for principal and interest on this Note to the extent of the sum
  represented by such check plus any amounts so deducted.

          This Note is subject to the
  following additional provisions:

           1. Platinum shall be
  entitled to withhold from all payments of principal of, and interest on, this
  Note any amounts required to be withheld under the applicable provisions of
  the United States income tax laws or other applicable laws at the time of such
  payments, and Holder shall execute and deliver all required documentation in
  connection therewith.

           2. This Note has been
  issued subject to investment representations of the original purchaser hereof
  and may be transferred or exchanged only in compliance with the Securities Act
  of 1933, as amended (the "Act"), and other applicable state and foreign
  securities laws. In the event of any proposed transfer of this Note, Platinum
  may require, prior to issuance of a new Note in the name of such other person,
  that it receive reasonable transfer documentation including legal opinions
  that the issuance of the Note in such other name does not and will not cause a
  violation of the Act or any applicable state or foreign securities laws. Prior
  to due presentment for transfer of this Note, Platinum and any agent of
  Platinum may treat the person in whose name this Note is duly registered on
  Platinum's Note Register as the owner hereof for the purpose of receiving
  payment as herein provided and for all other purposes, whether or not this
  Note be overdue, and neither Platinum nor any such agent shall be affected by
  notice to the contrary.

          3. Subject to the terms of the
  Bridge Loan Loan Agreement dated as of January ___, 2007 (the "Agreement")
  between Platinum and the Holder (or the Holder's predecessor in interest), no
  provision of 

 

   

   

 




7




 
   

  this Note shall alter or impair the obligation of Platinum, which is
  absolute and unconditional, to pay the principal of, and interest on, this
  Note at the time, place, and rate, and in the coin or currency, herein
  prescribed. This Note is a direct obligation of Platinum.

          4. No recourse shall be had for
  the payment of the principal of, or the interest on, this Note, or for any
  claim based hereon, or otherwise in respect hereof, against any incorporator,
  shareholder, officer or director, as such, past, present or future, of
  Platinum or any successor corporation, whether by virtue of any constitution,
  statute or rule of law, or by the enforcement of any assessment or penalty or
  otherwise, all such liability being, by the acceptance hereof and as part of
  the consideration for the issue hereof, expressly waived and released.

          5. The Holder of the Note, by
  acceptance hereof, agrees that this Note is being acquired for investment and
  that such Holder will not offer, sell or otherwise dispose of this Note except
  under circumstances which will not result in a violation of the Act or any
  applicable state Blue Sky or foreign laws or similar laws relating to the sale
  of securities.

         6. This Note shall be governed by and
  construed in accordance with the laws of the State of New York. [Should
  this be Delaware?] Each of the parties consents to the jurisdiction of
  the federal courts whose districts encompass any part of the City of New York
  or the state courts of the State of New York sitting in the City of New York
  in connection with any dispute arising under this Agreement and hereby waives,
  to the maximum extent permitted by law, any objection, including any objection
  based on forum non coveniens, to the bringing of any such proceeding in such
  jurisdictions.

         7. The following shall constitute an "Event
  of Default":

  
	Platinum shall default in the payment of principal or interest on this
    Note and same shall continue for a period of five (5) days; or
	Any of the representations or warranties made by Platinum herein, in the
    Agreement, or in any certificate or financial or other written statements
    heretofore or hereafter furnished by Platinum in connection with the
    execution and delivery of this Note or the Agreement shall be false or
    misleading in any material respect at the time made; or
	Platinum shall fail to perform or observe, in any material respect, any
    other covenant, term, provision, condition, agreement or obligation of this
    Note (as defined in the Agreement, which term includes this Note) and such
    failure shall continue uncured for a period of thirty (30) days after
    written notice from the Holder of such failure; or
	Platinum shall (1) admit in writing its inability to pay its debts
    generally as they mature; (2) make an assignment for the benefit of
    creditors or commence proceedings for its dissolution; or (3) apply for or
    consent to the appointment of a trustee, liquidator or receiver for its or
    for a substantial part of its property or business; or
	A trustee, liquidator or receiver shall be appointed for Platinum or for
    a substantial part of its property or business without its consent and shall
    not be discharged within ninety (90) days after such appointment; or
	Any governmental agency or any court of competent jurisdiction at the
    instance of any governmental agency shall assume custody or control of the
    whole or any substantial portion of the properties or assets of the Platinum
    and shall not be dismissed within ninety (90) days thereafter; or 
	Any money judgment (other than as set forth on Schedule 4(d) to the
    Agreement), writ or warrant of attachment, or similar process in excess of
    Two Hundred Thousand ($200,000) Dollars in the aggregate shall be entered or
    filed against Platinum or any of its properties or other assets and shall
    remain unpaid, unvacated, unbonded or unstayed for a period of ninety (90)
    days or in any event later than five (5) days prior to the date of any
    proposed sale thereunder; or
	Bankruptcy, reorganization, insolvency or liquidation proceedings or
    other proceedings for relief under any bankruptcy law or any law for the
    relief of debtors shall be instituted by or 

    against Platinum and, if instituted against Platinum, shall not be dismissed
    within ninety (90) days after such institution or Platinum shall by any
    action or answer approve 

 


  
                         
  

 




8




 
  
    

    of, consent to, or acquiesce in any such proceedings or admit the
   material allegations of, or default in answering a petition filed in any such
   proceeding; or

  

  Then, or at any time thereafter, and in each and every such case, unless
  such Event of Default shall have been waived in writing by the Holder (which
  waiver shall not be deemed to be a waiver of any subsequent default) at the
  option of the Holder and in the Holder's sole discretion, the Holder may
  consider the Redemption Amount of this Note immediately due and payable within
  five (5) days of notice, without presentment, demand, protest or notice of any
  kinds, all of which are hereby expressly waived, anything herein or in any
  note or other instruments contained to the contrary notwithstanding, and the
  Holder may immediately enforce any and all of the Holder's rights and remedies
  provided herein or any other rights or remedies afforded by law.

      9. Nothing contained in this Note shall be construed as
  conferring upon the Holder the right to vote or to receive dividends or to
  consent or receive notice as a shareholder in respect of any meeting of
  shareholders or any rights whatsoever as a shareholder of Platinum, unless and
  to the extent converted in accordance with the terms hereof.

      10. The obligation of Platinum for payment of principal,
  interest and all other sums hereunder is secured by Security Interest
  Provisions between Platinum and the Holder as set forth in the Annex to the
  Bridge Loan Loan Agreement.

  IN WITNESS WHEREOF, Platinum has caused this instrument to be duly executed
  by an officer thereunto duly authorized.

  Dated: ________________, 2006

 




	                         
  PLATINUM RESEARCH ORGANIZATION L.P. 
	           
                a
  Texas limited partnership
	 
	 	 	By: 	Platinum IP
  Management, Inc
	 	 	  	its general partner
	 	 	 	 
	  	 	By: 	________________________
	  	 	  	Name: 	John T. (Cork) Jaeger, Jr.
	  	 	  	Title: 	Chief Executive Officer
	  	 	  	  	 


 

 

 

 

 

9