EXHIBIT 4






 
  EXHIBIT 4.2

  
  

  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. 1-09-2007                                                                                                                                                                                                                                                                                                    
  US $1,000,000

  
  PLATINUM RESEARCH ORGANIZATION L.P.

  

  10% SECURED NOTE DUE JULY 31, 2007

  
  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 9, 2007 (the "Agreement")
  between Platinum and the Holder (or the Holder's predecessor in interest), no
  provision of 

 

   

   

 



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  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. 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 

 


  
                         
  

 




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    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: January 9, 2007

 




	                         
  PLATINUM RESEARCH ORGANIZATION L.P. 
	           
                a
  Texas limited partnership
	 
	 	 	By: 	Platinum IP
  Management, Inc
	 	 	  	its general partner
	 	 	 	 

  /s/ John T. (Cork) Jaeger, Jr.
	  	 	By: 	________________________
	  	 	  	Name: 	John T. (Cork) Jaeger, Jr.
	  	 	  	Title: 	Chief Executive Officer
	  	 	  	  	 


 

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