Exhibit 4.3 SECURITY AGREEMENT






 
  
  EXHIBIT 4.3

  
  Exhibit "B" to Bridge Loan Agreement

  

  PLATINUM RESEARCH ORGANIZATION L.P.

  

  SECURITY AGREEMENT

  
    

  THIS SECURITY AGREEMENT, dated as of January 9, 2007 (this "Security
  Agreement"), 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"), Platinum Intellectual Property
  L.P., a Texas limited partnership, of which Platinum is the sole limited
  partner ("PIP LP") (Platinum and PIP LIP singly the "Grantor"
  together the "Grantors"), 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" or "Secured Party").
  

    

  
  RECITALS

  
    

  A.            
  NorthTech has made and has agreed to make a certain advance of money and to
  extend certain financial accommodation to Platinum as evidenced by a
  promissory note executed or to be executed by Platinum in favor of NorthTech
  (the "Note") pursuant to that Note and between Platinum and NorthTech,
  such advance and financial accommodations being referred to herein as the "Loan".
  

    

  B.            
  NorthTech is willing to make the Loan to Platinum, but only upon the
  condition, among others, that each Grantor shall have executed and delivered
  to NorthTech this Security Agreement. 

    

  
  AGREEMENT

  
    

  NOW, THEREFORE , in order to induce the Secured Party to make the
  Loan and for other good and valuable consideration, the receipt and adequacy
  of which are hereby acknowledged, and intending to be legally bound, each
  Grantor hereby represents, warrants, covenants and agrees as follows: 

            1.  DEFINED
  TERMS. When used in this Security Agreement, the following terms shall
  have the following meanings (such meanings being equally applicable to both
  the singular and plural forms of the terms defined): 

  	"Bankruptcy Code" means Title 11 of the United States Code, as
   amended or modified from time to time. 

 
	"Collateral" shall have the meaning assigned to such term in
   Section 2 of this Security Agreement. 

 
	"Contracts" means all contracts (including any customer, vendor,
   supplier, service or maintenance contract), leases, licenses, undertakings,
   purchase orders, permits, franchise agreements or other agreements (other
   than any right evidenced by Chattel Paper, Documents or Instruments), whether
   in written or electronic form, in or under which Grantor now holds or
   hereafter acquires any right, title or interest, including, without
   limitation, with respect to an Account, any agreement relating to the terms
   of payment or the terms of performance thereof. 

 
	"Contribution Agreement" means the contribution agreement dated
   October ___, 2006, by and between NorthTech, Platinum, Lubrication Partners,
   a joint venture ("GP Transferor") and sole shareholder of Platinum IP
   Management, Inc., a company organized and existing under the laws of Texas
   and the general partner of Platinum ("PRO GP"), each person holding a
   limited partnership interest in Platinum (each, a "Limited Partner")
   (each Limited Partner and GP Transferor, a "PRO Transferor" and
   collectively, the "PRO Transferors"), and John T. (Cork) Jaeger as the
   representative of all PRO Transferors and Steve Drayton as the representative
   of all individuals who invest in NorthTech (other than the PRO Transferors).

 


 




1



 



 
  

   	"Copyright License" means any agreement, whether in written or
   electronic form, in which either Grantor now holds or hereafter acquires any
   interest, granting any right in or to any Copyright or Copyright registration
   (whether a Grantor is the licensee or the licensor thereunder) including,
   without limitation, licenses pursuant to which either Grantor has obtained
   the exclusive right to use a copyright owned by a third party. 

 
	"Copyrights" means all of the following now owned or hereafter
   acquired or created (as a work for hire for the benefit of either Grantor) by
   either Grantor or in which either Grantor now holds or hereafter acquires or
   receives any right or interest, in whole or in part: (a) all copyrights,
   whether registered or unregistered, held pursuant to the laws of the United
   States, any State thereof or any other country; (b) registrations,
   applications, recordings and proceedings in the United States Copyright
   Office or in any similar office or agency of the United States, any State
   thereof or any other country; (c) any continuations, renewals or extensions
   thereof; (d) any registrations to be issued in any pending applications, and
   shall include any right or interest in and to work protectable by any of the
   foregoing which are presently or in the future owned, created or authorized
   (as a work for hire for the benefit of either Grantor) or acquired by either
   Grantor, in whole or in part; (e) prior versions of works covered by
   copyright and all works based upon, derived from or incorporating such works;
   (f) income, royalties, damages, claims and payments now and hereafter due
   and/or payable with respect to copyrights, including, without limitation,
   damages, claims and recoveries for past, present or future infringement; (g)
   rights to sue for past, present and future infringements of any copyright;
   and (h) any other rights corresponding to any of the foregoing rights
   throughout the world. 

 
	"Event of Default" shall have the meaning ascribed to such term in
   the Purchase Agreement. 

 
	"Intellectual Property" means any intellectual property, in any
   medium, of any kind or nature whatsoever, now or hereafter owned or acquired
   or received by either Grantor or in which either Grantor now holds or
   hereafter acquires or receives any right or interest, and shall include, in
   any event, any Copyright, Trademark, Patent, trade secret, customer list,
   internet domain name (including any right related to the registration
   thereof), proprietary or confidential information, mask work, source, object
   or other programming code, invention (whether or not patented or patentable),
   technical information, procedure, design, knowledge, know-how, software, data
   base, data, skill, expertise, recipe, experience, process, model, drawing,
   material or record. 

 
	"License" means any Copyright License, Patent License, Trademark
   License or other license of rights or interests, whether in-bound or
   out-bound, whether in written or electronic form, now or hereafter owned or
   acquired or received by either Grantor or in which either Grantor now holds
   or hereafter acquires or receives any right or interest, and shall include
   any renewals or extensions of any of the foregoing thereof. 

 
	"Lien" means any mortgage, lien, deed of trust, charge, pledge,
   security interest or other encumbrance. 

 
	"Patent License" means any agreement, whether in written or
   electronic form, in which either Grantor now holds or hereafter acquires any
   interest, granting any right with respect to any invention on which a Patent
   is in existence (whether a Grantor is the licensee or the licensor
   thereunder). 

     l.      "Patents"
  means all of the following in which either Grantor now holds or hereafter
  acquires any interest: (a) all letters patent of the United States or any
  other country, all registrations and        
  

             
  recordings thereof and all applications for letters patent of the United
  States or any other country, including, without limitation, registrations,
  recordings and applications in the United States 

             
  Patent and Trademark Office or in any similar office or agency of the United
  States, any State thereof or any other country; (b) all reissues, divisions,
  continuations, renewals, continuations-in-part 

             
  or extensions thereof; (c) all petty patents, divisionals and patents of
  addition; (d) all patents to issue in any such applications; (e) income,
  royalties, damages, claims and payments now and 

             
  hereafter 

  

  

 

 




2



 



 
  
              
  due and/or payable with respect to patents, including, without limitation,
  damages, claims and recoveries for past, present or future infringement; and
  (f) rights to sue for past, present and future 

            
  infringements of any patent. 

  	"Permitted Lien" means: (a) deposits or pledges to secure
   obligations under workmen's compensation, social security or similar laws, or
   under unemployment insurance; (b) deposits or pledges to secure bids,
   tenders, contracts (other than contracts for the payment of money), leases,
   statutory obligations, surety and appeal bonds and other obligations of like
   nature arising in the ordinary course of business; (c) mechanic's, workmen's, materialmen's or other like Liens arising in the ordinary course of business
   with respect to obligations which are not due, or which are being contested
   in good faith by appropriate proceedings which suspend the collection thereof
   and in respect of which adequate reserves have been made (provided that such
   proceedings do not, in Secured Party's sole discretion, involve any
   substantial risk of the sale, loss or forfeiture of such property or assets
   or any interest therein); (d) Liens and encumbrances in favor of Secured
   Party; and (e) Liens in favor of Seattle City Employees' Retirement System ("Seattle"),
   securing (i) indebtedness for Borrowed Money not in excess of the amount
   specified in Section 8.1(d) hereof (the "Seattle Lien") and (ii)
   outstanding indebtedness (the principal amount of which shall not exceed US$
   6,000,000) and any other amounts payable to Seattle pursuant to documents
   dated after the date hereof. 

 
	"Secured Obligations" means (a) all liabilities of the Company to
   the Secured Party, including, without limitation: (a) indebtedness evidenced
   under the Notes, repayment of the Loans and all other liabilities and
   obligations of every kind or nature whatsoever of the Company to the Secured
   Party, whether now existing or hereafter incurred, joint or several, matured
   or unmatured, direct or indirect, primary or secondary, related or unrelated,
   due or to become due, including but not limited to, any extensions,
   modifications, substitutions, increases and renewals thereof, (b) the payment
   of all amounts advanced by Secured Party to preserve, protect, defend, and
   enforce its rights under this Agreement and in the following property in
   accordance with the terms of this Agreement, and (c) the payment of all
   expenses incurred by Secured Party in connection therewith (collectively, the
   "Obligations") 

 
	"Security Agreement" means this Security Agreement and all
   Schedules hereto, as the same may from time to time be amended, modified,
   supplemented or restated. 

 
	"Trademark License" means any agreement, whether in written or
   electronic form, in which either Grantor now holds or hereafter acquires any
   interest, granting any right in and to any Trademark or Trademark
   registration (whether Grantor is the licensee or the licensor thereunder).
   

 
	"Trademarks" means any of the following in which either Grantor
   now holds or hereafter acquires any interest: (a) any trademarks, tradenames,
   corporate names, company names, business names, trade styles, service marks,
   logos, other source or business identifiers, prints and labels on which any
   of the foregoing have appeared or appear, designs and general intangibles of
   like nature, now existing or hereafter adopted or acquired, all registrations
   and recordings thereof and any applications in connection therewith,
   including, without limitation, registrations, recordings and applications in
   the United States Patent and Trademark Office or in any similar office or
   agency of the United States, any State thereof or any other country
   (collectively, the "Marks"); (b) any reissues, extensions or renewals
   thereof; (c) the goodwill of the business symbolized by or associated with
   the Marks; (d) income, royalties, damages, claims and payments now and
   hereafter due and/or payable with respect to the Marks, including, without
   limitation, damages, claims and recoveries for past, present or future
   infringement; and (e) rights to sue for past, present and future
   infringements of the Marks. 


       r.     "UCC" means the
  Uniform Commercial Code as the same may from time to time be in effect in the
  State of Texas (and each reference in this Security Agreement to an Article
  thereof (denoted as a 

             
  Division of the UCC as adopted and in effect in the State of Texas) shall
  refer to that Article (or Division, as applicable) as from time to time in
  effect, which in the case of Article 9 shall include 

   

   

 




3




 
   

                
  and refer to Revised Article 9 from and after the date Revised Article 9 shall
  become effective in the State of Texas); provided, however, in the event that,
  by reason of mandatory provisions of 

              
  law, any or all of the attachment, perfection or priority of the Secured
  Party' security interest in any Collateral is governed by the Uniform
  Commercial Code as in effect in a jurisdiction other than 

              
  the State of Texas, the term "UCC" shall mean the Uniform Commercial
  Code (including the Articles thereof) as in effect at such time in such other
  jurisdiction for purposes of the provisions 

              
  hereof relating to such attachment, perfection or priority and for purposes of
  definitions related to such provisions. 

 

 




 
  In addition, the following terms shall be defined terms having the meaning
  set forth for such terms in the UCC: "Account" (including
  health-care-insurance receivables), "Account Debtor", "Chattel Paper"
  (including tangible and electronic chattel paper), "Commercial Tort Claims",
  "Commodity Account", "Deposit Account", "Documents", "Equipment"
  (including all accessions and additions thereto), "Fixtures", "General
  Intangible" (including payment intangibles and software), "Instrument",
  "Inventory" (including all goods held for sale or lease or to be
  furnished under a contract of service, and including returns and
  repossessions), "Investment Property" (including securities and
  securities entitlements), "Letter-of-Credit Right" (whether or not the
  letter of credit is evidenced by a writing), "Payment Intangibles", "Proceeds",
  "Promissory Notes", "Securities Account", and "Supporting
  Obligations". Each of the foregoing defined terms shall include all of
  such items now owned, or hereafter acquired, by either Grantor. 

               2. 
  GRANT OF SECURITY INTEREST. As collateral security for the full,
  prompt, complete and final payment and performance when due (whether at stated
  maturity, by acceleration or otherwise) of all the Secured Obligations and in
  order to induce the Secured Party to cause the Loans to be made, each Grantor
  hereby assigns, conveys, mortgages, pledges, hypothecates and transfers to the
  Secured Party, and hereby grants to the Secured Party, a security interest in
  all of each Grantor's right, title and interest in, to and under the
  following, whether now owned or hereafter acquired, (all of which being
  collectively referred to herein as the "Collateral"): 

    

  	All Accounts of each Grantor; 

 
	All Chattel Paper of each Grantor;

 
	All Commercial Tort Claims of each Grantor;

 
	All Contracts of each Grantor;

 
	All Deposit Accounts of each Grantor; 

 
	All Documents of each Grantor; 

 
	All Equipment of each Grantor; 

 
	All Fixtures of each Grantor; 

 
	All General Intangibles of each Grantor, including, without limitation,
   Payment Intangibles, all Copyrights, Patents, Trademarks, Licenses, designs,
   drawings, technical information, marketing plans, customer lists, trade
   secrets, proprietary or confidential information, inventions (whether or not
   patentable), procedures, know-how, models and data; 

 
	All Instruments of each Grantor, including, without limitation,
   Promissory Notes; 

 
	All Inventory of each Grantor; 

 
	All Investment Property of each Grantor; 

 


 



 


4



 



 
  

   	All Letter-of Credit Rights of each Grantor; 

 
	All Supporting Obligations of each Grantor; 

 
	All property of each Grantor held by PRO GP, or any other party for whom
   the PRO GP is acting as agent hereunder, including, without limitation, all
   property of every-description now or hereafter in the possession or custody
   of or in transit to PRO GP or such other party for any purpose, including,
   without limitation, safekeeping, collection or pledge, for the account of
   each Grantor, or as to which each Grantor may have any right or power; 

 
	All partnership interest of PIP LP owned by Platinum;

 
	All other goods and personal property of each Grantor, wherever located,
   whether tangible or intangible, and whether now owned or hereafter acquired,
   existing, leased or consigned by or to Grantor; and

 
	To the extent not otherwise included, all
   Proceeds of each of the foregoing and all accessions to, substitutions and
   replacements for and rents, profits and products of each of the foregoing.
   

  

  Notwithstanding the foregoing provisions of this Section 2 , the grant,
  assignment and transfer of a security interest as provided herein shall not
  extend to, and the term "Collateral" shall not include:  (a) "intent-to-use"
  trademarks at all times prior to the first use thereof, whether by the actual
  use thereof in commerce, the recording of a statement of use with the United
  States Patent and Trademark Office or otherwise or (c) any Contract,
  Instrument or Chattel Paper in which either Grantor has any right, title or
  interest if and to the extent such Contract, Instrument or Chattel Paper
  includes a provision containing a restriction on assignment such that the
  creation of a security interest in the right, title or interest of each
  Grantor therein would be prohibited and would, in and of itself, cause or
  result in a default thereunder enabling another person party to such Contract,
  Instrument or Chattel Paper to enforce any remedy with respect thereto;
  provided that the foregoing exclusion shall not apply if (i) such prohibition
  has been waived or such other person has otherwise consented to the creation
  hereunder of a security interest in such Contract, Instrument or Chattel Paper
  or (ii) such prohibition would be rendered ineffective pursuant to Sections
  9.407(a) or 9.408(a) of the UCC, as applicable and as then in effect in any
  relevant jurisdiction, or any other applicable law (including the Bankruptcy
  Code) or principles of equity); provided further that immediately upon the
  ineffectiveness, lapse or termination of any such provision, the Collateral
  shall include, and each Grantor shall be deemed to have granted a security
  interest in, all its rights, title and interests in and to such Contract,
  Instrument or Chattel Paper as if such provision had never been in effect; and
  provided further that the foregoing exclusion shall in no way be construed so
  as to limit, impair or otherwise affect the Secured Party's unconditional
  continuing security interest in and to all rights, title and interests of
  Grantor in or to any payment obligations or other rights to receive monies due
  or to become due under any such Contract, Instrument or Chattel Paper and in
  any such monies and other proceeds of such Contract, Instrument or Chattel
  Paper. 

   

   

 




5




 
   

                
  3.  RIGHTS OF SECURED PARTY; COLLECTION OF ACCOUNTS. 

 



  


 
  	Notwithstanding anything contained in this Security Agreement to the
   contrary, each Grantor expressly agrees that it shall remain liable under
   each of its Contracts and each of its Licenses to observe and perform all the
   conditions and obligations to be observed and performed by it thereunder and
   that it shall perform all of its duties and obligations thereunder, all in
   accordance with and pursuant to the terms and provisions of each such
   Contract or License. The Secured Party shall not have any obligation or
   liability under any Contract or License by reason of or arising out of this
   Security Agreement or the granting to the Secured Party of a lien therein or
   the receipt by the Secured Party of any payment relating to any Contract or
   License pursuant hereto, nor shall the Secured Party be required or obligated
   in any manner to perform or fulfill any of the obligations of either Grantor
   under or pursuant to any Contract or License, or to make any payment, or to
   make any inquiry as to the nature or the sufficiency of any payment received
   by it or the sufficiency of any performance by any party under any Contract
   or License, or to present or file any claim, or to take any action to collect
   or enforce any performance or the payment of any amounts which may have been
   assigned to it or to which it may be entitled at any time or times. 

 
	The Secured Party authorizes each Grantor to collect its Accounts. Upon
   the occurrence and during the continuance of any Event of Default, at the
   request of the Secured Party, each Grantor shall deliver all original and
   other documents evidencing and relating to the performance of labor or
   service which created such Accounts, including, without limitation, all
   original orders, invoices and shipping receipts. 

 
	The Secured Party may at any time, upon the occurrence and during the
   continuance of any Event of Default and the written consent of the Secured
   Party, notify Account Debtors of each Grantor, parties to the Contracts of
   either Grantor, obligors in respect of Instruments of each Grantor and
   obligors in respect of Chattel Paper of each Grantor that the Accounts and
   the right, title and interest of each Grantor in and under such Contracts,
   Instruments and Chattel Paper have been assigned to the Secured Party and
   that payments shall be made directly to Secured Party. Upon the request of
   the Secured Party, each Grantor shall so notify such Account Debtors, parties
   to such Contracts, obligors in respect of such Instruments and obligors in
   respect of such Chattel Paper. Upon the occurrence and during the continuance
   of any Event of Default, the Secured Party may, in its name or in the name of
   other Secured Party, communicate with such Account Debtors, parties to such
   Contracts, obligors in respect of such Instruments and obligors in respect of
   such Chattel Paper to verify with such parties, to such the Secured Party's
   satisfaction, the existence, amount and terms of any such Accounts,
   Contracts, Instruments or Chattel Paper. 


                
  4.  REPRESENTATIONS AND WARRANTIES. Each Grantor hereby represents
  and warrants to the Secured Party that: 

  	Except for the liens described in Schedule A attached hereto, the
   security interest granted to the Secured Party under this Security Agreement
   and Permitted Liens, and other than joint ownership in any of the Collateral
   described on Schedule D attached hereto, each Grantor is the sole legal and
   equitable owner of each item of the Collateral in which it purports to grant
   a security interest hereunder. 

 
	Except for the Seattle Lien and as listed on Schedule A attached hereto,
   no effective security agreement, financing statement, equivalent security or
   lien instrument or continuation statement covering all or any part of the
   Collateral exists, except such as may have been filed by either Grantor in
   favor of the Secured Party pursuant to this Security Agreement and except for
   Permitted Liens. 


       c.     Grantor's taxpayer
  identification number is, and chief executive office, principal place of
  business, and the place where Grantor maintains its records concerning the
  Collateral are presently located 

             at the
  address set forth on the signature page hereof. The Collateral, other than
  Deposit Accounts, Securities Accounts, Commodity Accounts and motor vehicles
  and other mobile goods of the   

             type
  

   

   

 




6



 



 
  
               
  contemplated in Section 9.103(3)(a) of the UCC, is presently located at such
  address and at such additional addresses set forth on Schedule B attached
  hereto. 

  	The name and address of each depository institution at which Grantor
   maintains any Deposit Account and the account number and account name of each
   such Deposit Account is listed on Schedule C attached hereto. The name and
   address of each securities intermediary or commodity intermediary at which
   Grantor maintains any Securities Account or Commodity Account and the account
   number and account name is listed on Schedule C attached hereto. Grantor
   agrees to amend Schedule C upon Required Lenders' request to reflect the
   opening of any additional Deposit Account, Securities Account or Commodity
   Account, or closing or changing the account name or number on any existing
   Deposit Account, Securities Account, or Commodity Account. 

 
	All Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks
   and Trademark Licenses now owned or held by each Grantor are listed on
   Schedule D attached hereto. 


                 
  5.  COVENANTS. Unless the Secured Party otherwise consents (which
  consent shall not be unreasonably withheld), Grantor covenants and agrees with
  the Secured Party that from and after the date of this Security Agreement and
  until the Secured Obligations have been performed and paid in full: 

                 
  5.1 Disposition of Collateral. Except for the Contribution Agreement,
  neither Grantor shall not sell, lease, transfer or otherwise dispose of any of
  the Collateral (each, a "Transfer"), or contract to do so, including,
  without limitation, the granting of Licenses or other interests in any of any
  Grantor's Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks
  and Trademark Licenses other than (a) the sale of Inventory in the ordinary
  course of business, (b) the disposal of worn-out or obsolete Equipment and (c)
  Transfers of Collateral for fair market value as determined by PRO GP in its
  good faith judgment, not exceeding $100,000 in the aggregate in any fiscal
  year. 

                 
  5.2 Change of Jurisdiction of Organization, Relocation of Business.
  Neither Grantor shall change its jurisdiction of organization or relocate its
  chief executive office, principal place of business or its records from such
  address(es) provided to the Secured Party pursuant to Section 4(c) above
  without at least thirty (30) days prior notice to the Secured Party. 

                
  5.3 Limitation on Liens on Collateral. Neither Grantor shall, directly
  or indirectly, create, permit or suffer to exist, and each Grantor shall take
  commercially reasonable actions to defend the Collateral against and take such
  other action as is necessary to remove, any Lien on the Collateral, except (a)
  Permitted Liens, (b) the Lien granted to the Secured Party under this Security
  Agreement and (c) the liens listed on Schedule A . 

               
  5.4 Insurance. Each Grantor shall maintain insurance policies insuring
  the Collateral against loss or damage from such risks and in such amounts and
  forms consistent with its prior practice. 

               
  5.5 Taxes, Assessments, Etc. Each Grantor shall pay promptly when due
  all property and other taxes, assessments and government charges or levies
  imposed upon, and all claims (including claims for labor, materials and
  supplies) against, the Equipment, Fixtures or Inventory, except to the extent
  the validity or amount thereof is being contested in good faith and adequate
  reserves are being maintained in connection therewith. 

              
  5.6 Defense of Intellectual Property. Each Grantor shall use
  commercially reasonable efforts to (i) protect, defend and maintain the
  validity and enforceability of all Copyrights, Copyrights Licenses, Patents,
  Patent Licenses, Trademarks and Trademark Licenses material to Grantor's
  business and (ii) detect infringements of all Copyrights, Copyright Licenses,
  Patents, Patent Licenses, Trademarks and Trademark Licenses material to
  Grantor's business and Grantor shall not permit any Copyright, Copyright
  License, Patent, Patent License, Trademark or Trademark License material to
  Grantor's business to lapse, be abandoned or to otherwise terminate unless
  Platinum's general partner, PRO GP, in the exercise of its reasonable judgment
  and in good faith determines that any of the foregoing is of inconsequential
  value. 

 



  


7




 
   

              5.7 
  Further Assurances. At any time and from time to time, upon the written
  request of the Secured Party, and at the sole expense of Platinum, each
  Grantor shall promptly and duly execute and deliver any and all such further
  instruments and documents and take such further commercially reasonable action
  as the Required Lenders may reasonably deem necessary to obtain the full
  benefits of this Security Agreement, including, without limitation, (a)
  executing, delivering and causing to be filed any financing or continuation
  statements (including "in lieu" continuation statements) under the UCC with
  respect to the security interests granted hereby, (b) at the Secured Party's
  reasonable request, placing the interest of the Secured Party as lienholder on
  the certificate of title (or similar evidence of ownership) of any vehicle,
  watercraft or other Equipment constituting Collateral owned by each Grantor
  which is covered by a certificate of title (or similar evidence of ownership),
  (c) executing and delivering and using commercially reasonable efforts to
  cause the applicable depository institution, securities intermediary,
  commodity intermediary or issuer or nominated party under a letter of credit
  to execute and deliver a collateral control agreement with respect to any
  Deposit Account, Securities Account or Commodity Account or Letter-of-Credit
  Right in or to which either Grantor has any right or interest, and (d) at the
  Secured Party's reasonable request, using commercially reasonable efforts to
  obtain acknowledgments from bailees having possession of any Collateral and
  waivers of liens from landlords and mortgagees of any location where any of
  the Collateral may from time to time be stored or located. Each Grantor also
  hereby authorizes the Secured Party to file any such financing or continuation
  statement (including "in lieu" continuation statements) without the signature
  of Grantor. 

                   
  6.  RIGHTS AND REMEDIES UPON DEFAULT. Upon the occurrence of any
  Event of Default and while such Event of Default is continuing: 

  	Upon the written consent of the Secured Party, the Secured Party may
   exercise in addition to all other rights and remedies granted to it under
   this Security Agreement and the Purchase Agreement all rights and remedies of
   a Secured Party under the UCC. Without limiting the generality of the
   foregoing, each Grantor expressly agrees that in any such event the Secured
   Party, without demand of performance or other demand, advertisement or notice
   of any kind (except the notice specified below of time and place of public or
   private sale) to or upon either Grantor or any other person, may (i) reclaim,
   take possession, recover, store, maintain, finish, repair, prepare for sale
   or lease, shop, advertise for sale or lease and sell or lease (in the manner
   provided herein) the Collateral, and in connection with the liquidation of
   the Collateral and collection of the accounts receivable pledged as
   Collateral, use any Trademark, Copyright, or process used or owned by either
   Grantor and (ii) forthwith collect, receive, appropriate and realize upon the
   Collateral, or any part thereof, and may forthwith sell, lease, assign, give
   an option or options to purchase or sell or otherwise dispose of and deliver
   said Collateral (or contract to do so), or any part thereof, in one or more
   parcels at public or private sale or sales, at any exchange or broker's board
   or at the Secured Party's offices or elsewhere at such prices as it may deem
   commercially reasonable, for cash or on credit or for future delivery without
   assumption of any credit risk. Each Grantor further agrees, at the Secured
   Party's request, to assemble its Collateral and make it available to the
   Secured Party at places which the Secured Party shall reasonably select,
   whether at a Grantor's premises or elsewhere. The Secured Party shall apply
   the net proceeds of any such collection, recovery, receipt, appropriation,
   realization or sale as provided in Section 6(e), below, with Platinum
   remaining liable for any deficiency remaining unpaid after such application.
   Each Grantor agrees that the Secured Party need not give more than thirty
   (30) days' notice of the time and place of any public sale or of the time
   after which a private sale may take place and that such notice is reasonable
   notification of such matters. 


        6.     As to any
  Collateral constituting certificated securities or uncertificated securities,
  if, at any time when Secured Party shall determine to exercise its right to
  sell the whole or any part of such 

             
  Collateral hereunder, such Collateral or the part thereof to be sold shall
  not, for any reason whatsoever, be effectively registered under Securities
  Act of 1933, as amended (as so amended the 

             "Act"),
  the Secured Party may, in their reasonable discretion (subject only to
  applicable requirements of law), sell such Collateral or part thereof by
  private sale in such manner and under such 

             
  circumstances as the Secured Party may deem necessary or advisable, but
  subject to the other requirements of this Section 6(b), and shall not be
  required to effect such registration or cause the 

   

 




8



 



 
  
                 
  same to be effected. Without limiting the generality of the foregoing, in any
  such event the Secured Party may, in their discretion, (i) in accordance with
  applicable securities laws, proceed to 

               
  make such private sale notwithstanding that a registration statement for the
  purpose of registering such Collateral or part thereof could be or shall have
  been filed under the Act; (ii) approach and 

               
  negotiate with a single possible purchaser to effect such sale; and (iii)
  restrict such sale to a purchaser who will represent and agree that such
  purchaser is purchasing for its own account, for 

               
  investment, and not with a view to the distribution or sale of such Collateral
  or part thereof. In addition to a private sale as provided above in this
  Section 6(b), if any of such Collateral shall not 

               
  be freely distributable to the public without registration under the Act at
  the time of any proposed sale hereunder, then the Secured Party shall not be
  required to effect such registration or cause 

               
  the same to be effected but may, in their discretion (subject only to
  applicable requirements of law), require that any sale hereunder (including a
  sale at auction) be conducted subject to such 

               
  restrictions as the Secured Party may, in their discretion, deem necessary or
  appropriate in order that such sale (notwithstanding any failure so to
  register) may be effected in compliance with the 

               
  Bankruptcy Code and other laws affecting the enforcement of creditors' rights
  and the Act and all applicable state securities laws. 

    

  	Each Grantor also agrees to pay all fees, costs and expenses of the
   Secured Party, including, without limitation, reasonable attorneys' fees,
   incurred in connection with the enforcement of any of its rights and remedies
   hereunder. 

 
	Each Grantor hereby waives presentment, demand, protest or any notice (to
   the maximum extent permitted by applicable law) of any kind in connection
   with this Security Agreement or any Collateral. 

 
	The Proceeds of any sale, disposition or other realization upon all or
   any part of the Collateral shall be distributed by the Secured Party in the
   following order of priorities:
     FIRST , to the Secured Party in an amount sufficient to pay in full
   the reasonable costs of such the Secured Party in connection with such sale,
   disposition or other realization, including all fees, costs, expenses,
   liabilities and advances incurred or made by the Secured Party in connection
   therewith, including, without limitation, reasonable attorneys' fees; 

     SECOND , to the Secured Party of the then unpaid Secured
   Obligations of the Secured Party; and 

     FINALLY , upon payment in full of the Secured Obligations, to
   Platinum, PIP LP or their respective representatives, in accordance with the
   UCC or as a court of competent jurisdiction may direct. 

     

	The costs of enforcing or pursuing any right or remedy hereunder,
   including without limitation any repossession, sale, possession and
   management (including, without limitation, reasonable attorneys' fees), and
   distribution shall be borne by the Grantors.


    

  
               
  7.  ACTIONS BY THE SECURED PARTY AND AMENDMENTS. All actions,
  omissions and decisions of the Secured Party hereunder or any amendment of
  this Security Agreement (each called herein an "Act of the Secured Party")
  shall be determined by and require the written consent of the Secured Party.
  The Secured Party shall take such actions and execute such documents as may be
  necessary to confirm or accomplish any Act of the Secured Party. 

               
  8.  INDEMNITY. Each Grantor agrees to defend, indemnify and hold
  harmless the Secured Party and its officers, employees, and agents against:
  (a) all obligations, demands, claims, and liabilities claimed or asserted by
  any other party in connection with the transactions contemplated by this
  Security Agreement; and (b) all losses or expenses in any way suffered,
  incurred, or paid by the Secured Party as a result of or in any way arising
  out of, following or consequential to transactions between the Secured Party
  and either Grantor, whether under this Security Agreement or otherwise
  (including without limitation, reasonable 

   

   

 




9




 
   

  attorneys fees and expenses), except for losses arising from or out of such
  the Secured Party's gross negligence or willful misconduct. 

 



  


 
                
  9. REINSTATEMENT. This Security Agreement shall remain in full force
  and effect and continue to be effective should any petition be filed by or
  against either Grantor for liquidation or reorganization, should either
  Grantor become insolvent or make an assignment for the benefit of creditors or
  should a receiver or trustee be appointed for all or any significant part of
  such Grantor's property and assets, and shall continue to be effective or be
  reinstated, as the case may be, if at any time payment and performance of the
  Secured Obligations, or any part thereof, is, pursuant to applicable law,
  rescinded or reduced in amount, or must otherwise be restored or returned by
  any obligee of the Secured Obligations, whether as a "voidable preference,
  " "fraudulent conveyance," or otherwise, all as though such payment or
  performance had not been made. In the event that any payment, or any part
  thereof, is rescinded, reduced, restored or returned, the Secured Obligations
  shall be reinstated and deemed reduced only by such amount paid and not so
  rescinded, reduced, restored or returned. 

               
  10. MISCELLANEOUS. 

               
  10.1         Waivers; Modifications.
  None of the terms or provisions of this Security Agreement may be waived,
  altered, modified or amended except by an instrument in writing, duly executed
  by Platinum, PIP LP and the Secured Party. 

               
  10.2         Termination of this
  Security Agreement. Subject to Section 10 hereof, this Security Agreement
  shall automatically terminate upon the payment and performance in full of the
  Secured Obligations. Upon the termination of this Agreement, each Grantor is
  authorized to file such termination statements or other instruments it deems
  reasonably necessary to evidence the termination of the security interest
  granted pursuant to this Security Agreement and the Secured Party agree to
  cooperate with such reasonable requests as each Grantor may make in connection
  therewith. 

                
  10.3         Successor and Assigns.
  This Security Agreement and all obligations of each Grantor hereunder shall be
  binding upon the successors and assigns of each Grantor, and shall, together
  with the rights and remedies of the Secured Party hereunder, inure to the
  benefit of the Secured Party, any future holder of any of the indebtedness and
  their respective successors and assigns. No sales of participations, other
  sales, assignments, transfers or other dispositions of any agreement governing
  or instrument evidencing the Secured Obligations or any portion thereof or
  interest therein shall in any manner affect the lien granted to the Secured
  Party hereunder. 

                
  10.4         Governing Law. In
  all respects, including all matters of construction, validity and performance,
  this Security Agreement and the Secured Obligations arising hereunder shall be
  governed by, and construed and enforced in accordance with, the laws of the
  State of Delaware, without regard to the principles thereof regarding conflict
  of laws, except to the extent that the UCC provides for the application of the
  law of either Grantor's state. 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 with any transaction contemplated hereby or discussed herein (including
  with respect to the enforcement of any term the 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.

                 
  11. SUBORDINATION. Secured Party acknowledges that this Agreement is
  and shall be subordinate to the liens and security interests held by Seattle
  (including, without limitation, the Seattle Liens). Secured Party agrees to
  cooperate with Seattle and to execute such documents (including subordination
  agreements) as may reasonably be requested by Seattle evidencing Seattle as
  the senior lender and the subordination of the Secured Obligations and the
  related security interests granted pursuant 

   

   

 




10




 
   

  to this Agreement to Seattle and the Seattle Liens. Additionally, Secured
  Party agrees that, so long as any indebtedness is owed by Platinum to Seattle,
  Secured shall not invoke or enforce its remedies contained herein. Seattle is
  an intended third party beneficiary of this Section 11 and shall have the
  right to enforce its rights that are consistent with this Section 11.

  
  [Remainder of page intentionally left blank]

   

   

   

   

   

   

   

   

   

 




11



 



 
  IN WITNESS WHEREOF, each of the parties hereto has caused this Security
  Agreement to be executed and delivered by its duly authorized officer on the
  date first set forth above. 

 



  



 
 	ADDRESS OF GRANTOR: 	PLATINUM RESEARCH
   ORGANIZATION L.P. 
	  	 a Texas limited
   partnership
	 	 
	2828 Routh Street, 5th Floor	 	By: 	Platinum IP
   Management, Inc
	Dallas, Texas 75201	 	  	its general partner
	 	 	 	

    /s/ John T. (Cork)
   Jaeger, Jr.
	 	  	By: 	__________________________
	 	  	  	Name: 	John T. (Cork) Jaeger, Jr.
	  	  	  	Title: 	Chief Executive Officer
	TAXPAYER IDENTIFICATION NUMBER OF
   

   GRANTOR: ______________________	  	  	  	 
	  	  	  
	 	 


 



 



 
 	ADDRESS OF GRANTOR:	PLATINUM
   INTELLECTUAL PROPERTY L.P. 
	  	 a Texas limited
   partnership
	 	 
	2828 Routh Street,
   5th Floor	 	By: 	Platinum IP
   Management, Inc
	Dallas, Texas 75201	 	  	its general partner
	 	 	 	 

   /s/ John T. (Cork)
   Jaeger, Jr.
	 	  	By: 	_________________________
	 	  	  	Name: 	John T. (Cork)
   Jaeger, Jr.
	  	  	  	Title: 	Chief Executive
   Officer
	TAXPAYER
   IDENTIFICATION NUMBER OF 

   GRANTOR: ______________________	  	  	  	 
	  	  	  
	  	 
	  	  	ACCEPTED AND
   ACKNOWLEDGED BY: 
	  	  	  
	  	  	SECURED PARTY: 
   
	  	  	  
	  	  	NORTHTECH CORPORATION
   
	  	  	 
	  	  	  
	  	  	  
                          
   /s/ Cecelia Pineda
	  	  	  	By: 	________________________
	  	  	  	Name: 	Cecelia Pineda
	  	  	  	Title: 	President and CEO


 


 

12




 
  Schedule "A" to Security Agreement

  
  

  
  Permitted Liens

  
  

   

  Seattle City Employee's Retirement Systems Loan with PIP LP in the amount
  to US$ 6,000,000 secured with a first and prior lien on all PIP LP assets
  (including intellectual property).

   

   

   

   

   

   

   

   

 




13



Schedule "B" to Security Agreement





Location of Certain Assets as Required in Subsection 4(c)

 

 

 

 

 

 

 

 

 


14




Schedule "C" to Security Agreement





Deposit Account Information as Required in Subsection 4(d)



 
  Platinum Deposit Accounts:

   

  	Bank of America, checking account. Account # 00488-060-3762

 
	Wells Fargo, checking account. Account # 41000 620 17

 
	Smith Barney & Company, money market and cash equivalents. Account # 681
   30156 15 573


   

  PIP LP Deposit Accounts:

  No accounts open

     

     

     

     

   
  
 




15



Schedule "D" to Security Agreement





List of Intellectual Property Held by Each Grantor as Required
in Subsection 4(e)

 

 

 

 

 

 

 

 

 

 

 

 


16