Subscription Agreement - Series A Preferred Stock







 
  Exhibit 4.2

  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER
  THE SECURITIES ACT OF 1933 (THE "1933 ACT"), OR ANY STATE OR PROVINCIAL
  SECURITIES ACTS AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS
  FROM THE REGISTRATION REQUIREMENTS OF THESE ACTS. SUCH SECURITIES MAY NOT BE
  REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
  REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE 1933 ACT, STATE OR
  PROVINCIAL SECURITIES ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THESE
  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR BY ANY STATE OR PROVINCIAL SECURITIES ADMINISTRATION OR
  REGULATORY AUTHORITY.

  NORTHTECH CORPORATION 

  CLASS "A" PREFERRED SHARES SUBSCRIPTION AGREEMENT

  

  
  
   
   	INSTRUCTIONS: To properly complete this Agreement you
     must:	Complete this page and page 2 and sign the Canadian Certificate of
      Accredited Investor attached as Schedule B and Risk Acknowledgement
      attached as Schedule C. The purpose of the Schedule B Certificate is to
      determine whether you meet the standards for participation in a private
      placement under British Columbia securities laws where the company
      currently resides; and
	If you are resident in the United States or a United States citizen,
      complete Schedule A, Certification of U.S. Purchaser. The purpose of the
      Certification is to determine whether you meet the standards for
      participation in a private placement under Rule 506 of 
      Regulation D promulgated by the Securities and Exchange Commission; or
	If you are Non-United States resident, complete Schedule D,
      Certification of Non-U.S. Purchaser.
	All Purchasers should also complete the Registration Rights Agreement
      forwarded with this Agreement.


     


   
  

  
  

  
  TO: NORTHTECH CORPORATION (the "Corporation")

       1917 West 4th Avenue, Suite 421,
  Vancouver, BC V6J 1M7

  

  The undersigned (hereinafter referred to as the "Purchaser") hereby
  irrevocably subscribes for and agree to purchase from the Corporation the
  number of shares of Class "A" Preferred Stock of the Corporation (the "Shares"
  or "Securities") set forth below for the total consideration set forth
  below (the "Purchase Price"), representing a subscription price of US $
  0.90 (as hereinafter defined) per Share, upon and subject to the terms and
  conditions (including adjustment), and hereby covenants, represents and
  warrants as set forth in "Terms and Conditions of Subscription of Shares of
  NorthTech Corporation" dated for reference October 20, 2006 attached hereto
  and expressly incorporated herein.

 




 
 	EXECUTED by the Purchaser this _______ day of
   October, 2006. 

   
	WITNESS:

   

   _________________________________________

   Signature of witness

   

   _________________________________________

   Name of witness

   

   _________________________________________

   Address of witness

   

   _________________________________________

   

   ACCEPTED this _______ day of __________, 2006.

   NORTHTECH CORPORATION

   
   Per:

   
   _________________________________________

   Authorized signatory
	 	EXECUTION BY PURCHASER:

   

   X _______________________________________

   Signature of individual or Authorized Signatory

   

   _________________________________________

   Name of Purchaser (please print)

   

   _________________________________________

   Name of authorized signatory (please print)

   

   _________________________________________

   Address of Purchaser (residence if an individual)

   

   _________________________________________

   Telephone Number

   

   _________________________________________

   E-Mail Address


 


                                                                                                                                                                                                                                                                                                                   
1



 


 
  
   
   	 
     SUBSCRIPTION INFORMATION

     
     

     Number of Shares: _________________________

     

     Purchase Price US$: _____________________
	 	REGISTRATION INSTRUCTIONS:

     

     ________________________________________

     Name to appear on certificate

     
     ________________________________________

     Account reference, if applicable

     

     ________________________________________

     Address

     

     ________________________________________

	 
	 
	 
	 
	 	 
	NON-PRINCIPAL INFORMATION
     If the Purchaser is signing as an agent for a principal and is not a trust
     company or an insurer or, in British Columbia a portfolio manager, in
     either case purchasing as trustee or agent for accounts fully managed by
     it, complete the following:

     
     _________________________________________

     Name of Principal (please print)

     

     _________________________________________

     Address of Principal

     

     _________________________________________

     Telephone Number

     

     _________________________________________

     E-Mail Address
	 
	 	 
	 	DELIVERY INSTRUCTIONS:

     

     _________________________________________

     Name and account reference, if applicable

     

     _________________________________________

     Contact name

     

     _________________________________________

     Address

     

     _________________________________________

     Telephone number
	 
	 


   
  

  
  REPRESENTATION OF PURCHASER:

  
  	The Purchaser represents that the number of shares of common stock or
   securities convertible into shares of common stock of the Corporation
   presently owned (beneficially, directly or indirectly) by the Purchaser are
   as follows:

   

   Shares of common stock: ______________________

   

   Securities Convertible into shares of common stock: _____________________

   
	The Purchaser represents that the Purchaser is / is not 
   (circle one) an Insider of the Corporation (as defined in the definition
   section below).


  
  ACCEPTANCE: The Corporation hereby accepts the above subscription and
  the Corporation represents and warrants to the Purchaser that the
  representations, warranties and covenants made by the Corporation in this
  Agreement are true and correct in all material respects as of this date and
  that the Purchaser is entitled to rely thereon.

  
  NORTHTECH CORPORATION                     
   Dated: _________________, 2006

                                                                                  
  Execution Date

  
   

   

  
  Per:

  Cecelia Pineda, President

 




                                                                                                                                                                                                                                                                                                                                                                                                                          
2



OFFERING TERMS





 
 	
   Reference date of this Agreement: October _____, 2006
   (the "Subscription Date")



 




 

      The Offering:

 





 
 	The Issuer: 
	 	Name: NorthTech Corporation (the "Corporation")
	 	Jurisdiction of organization: The
   Corporation is incorporated under the laws of Nevada.
	 	
   

    	Authorized and outstanding capital: The Corporation is in the
    process of amending its authorized and its issued and outstanding share
    capital whereby on the date of issuance of the shares of Class "A" preferred
    stock under this Agreement the Corporation will have:
	400,000,000 shares of common stock with a par value $0.001 per share of
    which 42,500,000 shares will be issued and outstanding; and just prior to
    the Closing of the Contribution Agreement, after certain adjustments,
    20,000,000 shares will be issued and outstanding; and
	100,000,000 shares of preferred stock with a par value of $0.001 per
    share of which one class of shares will have been authorized Class "A"
    Preferred Shares. No preferred shares will be issued and outstanding or
    contemplated to be issued other than as set out in this Subscription
    Agreement.


   
	Securities Legislation Applicable to the
   Corporation or this Offering: The United States Securities Act of 1933,
   and the Securities Act (British Columbia) together with the
   regulations and rules made and promulgated thereunder and all administrative
   policy statements, orders and rulings, notices and other administrative
   directions issued by the Commissions (as defined below).

   
	Purchased Securities: The "Securities"
   are Class "A" Preferred Shares of the Corporation. A maximum total of
   5,000,000 Class "A" Preferred Shares are being offered (the "Shares"
   or the "Securities"). There is no minimum number of Shares which needs
   to be sold in this Offering. These Securities are being offered for cash. The
   Shares have the rights and restrictions set out in the Certificate of
   Designation which is attached as Appendix "A".
	Price: US $ 0.90 per Share for gross
   proceeds of US$ 4,500,000 if all 5,000,000 Shares being offered are sold. 

   
	Commission: No finder's fee will be paid
   in cash or in shares of the Corporation in connection with this Offering.

   
	Additional provisions: The Shares will be
   issued and registered in the name of the purchasers or their nominees.
   The issuance of the Shares in the Offering will not restrict or prevent
   the Corporation from obtaining any other financing, or from issuing
   additional securities or rights.

   

	Selling Jurisdictions: The Shares may be
   sold in the United States, British Columbia and in jurisdictions outside of
   Canada and the United States (the "Selling Jurisdictions") solely in
   accordance with available exemptions and applicable law. 

   
	Exemptions: The Offering will be made in
   accordance with the following exemptions from the prospectus and registration
   requirements:
	 	(a) in the United States, Rule 506 of
   Regulation D promulgated under the U.S. Securities Act of 1933;
   and

   (b) in British Columbia, the "accredited investor" exemption (s. 5.1,
   National Instrument 45-106) and Regulation S of the U.S. Securities
   Act of 1933; and

   (c) outside of the United States and Canada, 
   Regulation S of the U.S. Securities Act of 1933.

   
	Closing Date Payment for, and delivery
   of, the Shares is scheduled to occur on or before October 31, 2006 (the "Closing
   Date") or such other date as determined by the Corporation, in its sole
   discretion.

   
	Resale restrictions and legends There are
   substantial restrictions on the transferability of the Shares being offered;
   the Shares will not be, and investors in the Corporation have no right to
   require that the Shares be, registered under the Securities Act; there will
   be no public market for the Shares; and you will not immediately be able to
   avail yourself of the provisions of Rule 144 adopted by the Securities and
   Exchange Commission under the Securities Act with respect to resale of the
   Shares;The Purchaser acknowledges that the certificates representing the
   Shares will bear legends in substantially the 

   



 


                                                                                                                                                                                                                                                                                                                   
3



 


 
 	    following
   form:

   
	
   
     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR OTHER
     APPLICABLE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR
     INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE
     OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE
     WITH THE PROVISIONS OF REGULATIONS S, RULE 901 THROUGH RULE 905, AND
     PRELIMINARY NOTES UNDER THE 1933 ACT OR (2) PURSUANT TO AN AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (3)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING TRANSACTIONS
     INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
     THE1933 ACT." 

     
     And Canadian Residents:

     
     "Unless permitted under securities legislation, the holder of this
     security must not trade the security before the date that is 4 months and a
     day after the later of (i) __________ ___, 2007 and (ii) the date the
     issuer became a reporting issuer in any province or territory."

     

    
   
   
	Use of Proceeds. The Corporation has
   agreed to enter into a contribution agreement dated October __, 2006 by and
   among Platinum Research Organization L.P. ("Platinum"), the limited
   partners of Platinum, the sole stockholder of Platinum's general partner, the
   Corporation and the Investor Representative (the "Contribution Agreement").
   A copy of the Contribution Agreement has been provided with this Subscription
   Agreement. On closing of the transactions contemplated in the Contribution
   Agreement the business of Platinum will become the business of the
   Corporation. Platinum is the developer and owner of several patented
   processes and technologies relating to a fluorinated thiophosphate and a new
   technique to react zinc dialkyl dithiophosphate and poly tetra fluroethylene
   to yield new proprietary compounds which enhances the anti-wear and
   anti-corrosion capabilities of lubricants and coatings. The funds raised in
   this private placement will be used to advance the Contribution Agreement and
   the new business direction of the Corporation on closing the Contribution
   Agreement.
   All funds received in this Offering will be held in trust until the
   Corporation receives stockholder approval to the Contribution Agreement. 



 


                                                                                                                                                                                                                                                                                                                                                                                                                          
4




 
  TERMS AND CONDITIONS OF SUBSCRIPTION FOR SHARES 

  OF 

  NORTHTECH CORPORATION

  
  Dated for reference October 20, 2006.

  
  1. DEFINITIONS.

  
  1.1 In the Subscription Agreement (and all schedules and appendixes
  incorporated by reference), the following words have the following meanings
  unless otherwise indicated:

  	"1933 Act" means the United States Securities Act of
   1933, as amended;

   
	"Applicable Legislation" means the Securities Legislation
   Applicable to the Corporation (as defined on page 3) and all legislation
   incorporated in the definition of this term in other parts of the
   Subscription Agreement, together with the regulations and rules made and
   promulgated under that legislation and all administrative policy statements,
   blanket orders and rulings, notices and other administrative directions
   issued by the Commissions;

   
	"Closing" means the completion of the sale and purchase of the
   Purchased Securities;

   
	"Closing Date" has the meaning assigned in the Terms being on or
   before October 31, 2006 or such other date as determined by the Corporation,
   in its sole discretion;

   
	"Commissions" means all securities commissions incorporated in the
   definition of this term in other parts of the Subscription Agreement and the
   Securities and Exchange Commission;

   
	"Corporation" means NorthTech Corporation;

   
	"Expiry Time" means 4:00 p.m. PST on the date which is two years
   from the Closing Date;

   
	"Final Closing" means the last closing under the Private
   Placement;

   
	"General Provisions" means those portions of the Subscription
   Agreement headed "General Provisions" and contained on page 11 to 17;

   
	"Offering" means up to 5,000,000 Shares to raise an aggregate
   total of US$ 4,500,000 in cash.

   
	"Private Placement" means the offering of the Purchased Securities
   on the terms and conditions of this Subscription Agreement;

   
	"Purchased Securities" has the meaning assigned in the Terms;

   
	"Purchasers" means the purchasers of the Shares.

   
	"Regulation S" means Regulation S promulgated under
   the 1933 Act;

   
	"Regulatory Authorities" means the Commissions;

   
	"Securities" means the shares of Class "A" preferred stock of the
   Corporation to be issued in this Offering;

   
	"Securities Commissions" means collectively the British Columbia
   Securities Commission and the US Federal Securities Commission;


      r.    "Shares" or "Securities"
  means the shares of Class "A" Preferred Stock of the Corporation and the
  underlying shares of Common Stock of the Corporation issuable on      
  

             
  conversion of the Class "A" Preferred Stock in the capital of the
  Corporation;

  

 




                                                                                                                                                                                                                                                                                                                                                                                                                          
5




 
  	"Subscription Agreement" means the first (cover) page, the
   Offering Terms on page 2, the General Provisions on pages 11 to 17 and the
   other schedules and appendixes incorporated by reference; and

   
	"Terms" means those portions of the Subscription Agreement headed
   "Offering Terms" and contained on page 2.

   
	"US" means the United States of America;

   
	"US Person" means a US person as that term is defined in
   Regulation S under the 1933 Act;

   


  1.2 In the Subscription Agreement, the following terms have the meanings
  defined in Regulation S: "U.S. Person" and "United States".

  

  1.3 In the Subscription Agreement, unless otherwise specified, currencies are
  indicated with the ISO 4217 currency code so that, as examples, Canadian
  dollars are indicated with the prefix "CAD" and United States dollars are
  indicated with the prefix "US $".

  

  1.4 In the Subscription Agreement, other words and phrases that are
  capitalized have the meaning assigned in the Subscription Agreement.

  
  2. TERMS OF OFFER.

  
  2.1 The Shares will be sold by private placement pursuant to available
  exemptions from securities legislation in British Columbia and other
  applicable jurisdictions outside of United States and Canada. The Shares may
  be sold in the United States pursuant to the exemption from registration
  requirements of the 1933 Act provided by Rule 506 of Regulation D of the 1933
  Act. The Shares may be sold in outside the United States pursuant to the
  exemption from registration requirements of the 1933 Act provided by
  Regulation S of the 1933 Act. By its acceptance of this offer, the Corporation
  covenants, agrees and confirms that the Purchaser will have the benefit of all
  of the representations, warranties, covenants, agreements, terms and
  conditions set forth in this Subscription Agreement.

  2.2 The Purchaser acknowledges that:

  	The Offering will be used to provide additional working capital financing
   for the Corporation of up to US$ 4,500,000;

   
	There is no minimum subscription;

   
	This Subscription is irrevocable by the Purchaser and may be rejected by
   the Corporation in whole or in part; and

   
	There are legal and contractual restrictions on the Purchasers ability to
   resell or otherwise dispose of the Shares and it is the responsibility of the
   Purchaser to find out what those restrictions are and to comply with them;
   

   


  
  3. SHARES.

  
  A total of 5,000,000 shares of Class "A" Preferred Stock of the Corporation
  (the "Shares") are being sold at a price of US$ 0.90 per share to raise
  an aggregate total of US$ 4,500,000 in cash and or settlement of debt if all
  Shares are sold.

  

  
  4. PREFERRED SHARE RIGHTS. 

  
  The shares of Class "A" Preferred Stock carry the rights set forth on
  Appendix "A" attached to this Subscription Agreement.

  

  
  5. OTHER PROVISIONS. The Corporation covenants that:

  

  
	the distribution to the Purchaser is made by the Corporation in a
    security of its own issue;

    


  
 




                                                                                                                                                                                                                                                                                                                                                                                                                          
6




 
  
	the Corporation, at the date of distribution to the Purchaser, will have
    filed all documents that it is required to file under the continuous
    disclosure provisions of the Securities Laws, including annual and interim
    financial information, press releases disclosing material changes, and
    material change reports;

    
	the Corporation will place the legend required by the 1933 Act and
    British Columbia adopted National Instrument 45-106 ("Regulation 45-106")
    where applicable and any other required legends on the certificates
    representing the Shares; and

    
	the Corporation is not a "reporting issuer" under section 12 of the US
    Securities Exchange Act of 1934. The Corporation is not a "reporting
    issuer" in British Columbia or any other jurisdiction in Canada.


  
  
    6. PAYMENT AND DELIVERY. The Purchaser hereby unconditionally
    subscribes for and agrees to purchase the number of Shares subscribed for on
    the face page of this Subscription Agreement at the subscription price
    therein. The Purchaser shall deliver to the Corporation concurrently with
    the execution of this Agreement (i) a completed and originally executed copy
    of, if applicable, the Certificate of US Purchasers (Schedule A - US
    Subscribers Only), (ii) the Certification of Canadian Accredited Investors
    (Schedule B); (iii) the Risk Acknowledgement (Schedule C - Canadian
    Subscribers only), (iii) a completed and originally executed copy of, if
    applicable, the Certificate of US Purchasers (Schedule D - Non-US
    Subscribers Only), and (iv) such information, additional undertakings,
    questionnaires and other documents as the Corporation may request in
    connection with the issue and sale of the Shares. The Purchaser shall
    deliver at Closing the total purchase price for the Shares by way of
    certified cheque or bank draft made payable to the Corporation. The
    Purchaser acknowledges and agrees that such undertakings, questionnaires and
    other documents, when executed and delivered by the Purchaser, will form
    part of and will be incorporated into this Subscription Agreement with the
    same effect as if each constituted a representation, warranty or covenant of
    the Purchaser hereunder in favour of the Corporation. The Purchaser consents
    to the filing of such undertakings, questionnaires and other documents as
    may be required to be filed with any stock exchange or securities regulatory
    authority in connection with the transactions contemplated hereby.

    
    7. ACCEPTANCE OR REJECTION OR ALLOTMENT. The Corporation will have
    the right in its sole discretion to accept or reject this offer at any time
    at or prior to the Closing. The Purchaser acknowledges and agrees that the
    acceptance of this offer may be subject to the discretion of any other
    regulatory body having jurisdiction with respect to the Corporation, and
    will be conditional on the allotment and the sale of the Shares to the
    Purchaser being exempt from any prospectus requirements of all applicable
    securities legislation or, as applicable, from registration requirements of
    the 1933 Act and any applicable Provincial or State securities laws. The
    Corporation will be deemed to have accepted this offer upon delivery at the
    Closing of the certificates representing the Purchaser's Shares. If the
    certificates representing the Purchaser's Shares have not been delivered to
    the Purchaser on or before December 31, 2006, then this Agreement shall
    terminate and all subscription funds advanced to the Corporation hereunder
    will be paid forthwith to the Purchaser. 

    
    8. PURCHASER'S REPRESENTATIONS AND WARRANTIES. The Purchaser
    acknowledges that the following representations and warranties by it are
    given with the intention that they will be relied upon by the Corporation
    and its counsel in determining its eligibility or, if applicable, the
    eligibility of others on whose behalf it is contracting hereunder to
    purchase the Shares under applicable securities legislation. The Purchaser
    represents and warrants to the Corporation and its counsel, that its
    representation and warranties are true as of the date of this offer and will
    be true as of the date of this Subscription Agreement and agrees that by
    accepting delivery of the Shares it shall be representing and warranting as
    of the Closing Date, that:

   
  
  


    	British Columbia Accredited Investors. If the Purchaser is a
    resident of, incorporated under or otherwise subject to the laws of British
    Columbia the purchaser represents that the Purchaser is an "accredited
    investor" as that term is defined in National Instrument 45-106 and is
    purchasing the Shares as principal, the Purchaser has completed and executed
    a Canadian Certificate of Accredited Investor attached hereto as Schedule B
    and hereby confirms the truth and accuracy of all statements made therein by
    the Purchaser and that all such statements will be true and accurate at the
    Closing Date; or

    

             
  b.   Distribution Outside United States. The Purchaser, or
  any beneficial purchaser for whom it is acting, will comply with the
  requirements of all applicable securities          
  

                           
  legislation in United States, will provide such evidence of compliance
  with all such matters the Corporation may request, and in connection with the
  purchase of the 

                         
  

  

 




                                                                                                                                                                                                                                                                                                                   
7




                
 A. certifies to the Corporation that it is not a resident of United States;

 

                
 B. acknowledges to the Corporation that it is aware that:

 

  	no securities commission or similar regulatory authority has reviewed or
   passed on the merits of the Shares;
	there is no government or other insurance covering the Shares;
	there are risks associated with the purchase of the Shares;
	the Corporation has advised the Purchaser that the Corporation is relying
   on an exemption from the requirements to provide the Purchaser with a
   prospectus and to sell securities through a person registered to sell
   securities under the securities legislation and, as a consequence of
   acquiring securities pursuant to this exemption, certain protections, rights
   and remedies provided by the securities legislation, including statutory
   rights of rescission or damages, will not be available to the Purchaser;
	the certificates to be delivered to the Purchaser representing the Shares
   purchased by the Purchaser will be in compliance with the applicable laws of
   such jurisdiction and contain a legend stating that the Shares are subject to
   resale restrictions; and
	the Purchaser acknowledges that the Shares have not been registered under
   the 1933 Act or the securities laws of any State of the United States or
   Province in Canada and the Corporation does not intend to register any of the
   Shares under the 1933 Act, or the securities laws of any State of the United
   States or Province in Canada and have no obligation to do so. The Shares may
   not be offered or sold in the United States unless registered in accordance
   with United States federal securities laws and all applicable State
   securities laws or exemptions from such requirements are available. The
   Purchaser acknowledges that the Corporation will not register any transfer of
   any of the Shares not made in accordance with Regulation S of the 1933 Act or
   pursuant to an available exemption from registration; and

   


  

 
 
 
	US Persons. If the Purchaser is a US Person, then either:
   A. The Purchaser is purchasing the Shares in an "offshore transaction" as
   defined in, and

   pursuant to, Regulation S on the basis that the Purchaser was not offered the
   Shares in the US and did not execute or deliver this Agreement in the US;

   or

   B. The Purchaser is a US Person who is an "accredited investor" as defined
   in Rule 501 of Regulation D of

   the 1933 Act.

   

   In either case, the Purchaser has duly completed, executed and delivered to
   the Corporation Schedule A to this Agreement (Certificate of US Purchaser)
   and represents, warrants and covenants to the Corporation the accuracy of all
   matters set out therein;

   

	Non-US Persons. If the Purchaser is not a US Person, then:


 
                          
 A. the Purchaser is not purchasing the Shares for the account or benefit of a
 US

                              
 Person;

                          
 B. was not offered the Shares in the US; and

 

                          
 C. did not execute or deliver this Agreement in the US;

                         
 The Purchaser has duly completed, executed and delivered to the Corporation
 Schedule D to this Agreement (Certificate of Non-US Purchaser) and represents,  
 

                        
 warrants and covenants to the Corporation the accuracy of all matters set out
 therein;                           
 



 

                                                                                                                                                                                                                                                                                                                                                                                                                          
8



    
    
     
      	US Securities Laws. Each Purchaser acknowledges that that the Shares
    have not been registered under the 1933 Act or the securities laws of any
    State in the US and that the Corporation does not intend to register any of
    the Shares under the 1933 Act, or the securities laws of any State in the US
    and has no obligation to do so. The Corporation will however, register the
    underlying shares of Common Stock of the Corporation as required under the
    registration rights agreement entered into by the Corporation and each
    Purchaser under this Subscription Agreement. The Shares may not be offered
    or sold in the US unless registered in accordance with US federal securities
    laws and all applicable State securities laws or exemptions from such
    requirements are available. The Purchaser acknowledges that the Corporation
    will not register any transfer of any of the Shares not made in accordance
    with Regulation S of the 1933 Act or pursuant to an available exemption from
    registration.

 
	Authorization and Effectiveness. If the Purchaser is a corporation,
    the Purchaser is a valid and subsisting corporation, has the necessary
    corporate capacity and authority to execute and deliver this offer and to
    observe and perform the covenants and obligations hereunder and has taken
    all necessary corporate action in respect thereof, if the Purchaser is a
    partnership, syndicate or other form of unincorporated organization, the
    Purchaser has the necessary legal capacity and authority to execute and
    deliver this offer and to observe and perform its covenants and obligations
    hereunder and has obtained all necessary approvals in respect thereof, or,
    if an individual, the Purchaser has attained the age of majority and is
    legally competent to execute this agreement and to take all actions required
    pursuant thereto, and, in each case, upon acceptance by the Corporation,
    this Subscription Agreement constitutes a legal, valid, binding and
    enforceable contract of the Purchaser or the beneficial purchaser for which
    it is purchasing, as the case may be;

    
	Absence of Offering Memorandum. The offering and sale of the Shares
    to the Purchaser were not made through an advertisement of the Shares in
    printed media of general and regular paid circulation, radio or television,
    or any other form of advertisement, and the Purchaser has not requested, nor
    does it need to receive, an offering memorandum or other document prepared
    by the Corporation describing its business affairs, in order to assist it in
    making an investment decision in respect of the Shares, and, except for this
    Subscription Agreement, no other documents have been delivered or otherwise
    furnished to the Purchaser in connection with such offering and sale;

 
	
    Purchasing as Principal or Non-Principal. The Purchaser is
    purchasing the Shares as principal for its own account, not for the benefit
    of any other person and not with a view to the resale or distribution of all
    or any of the Shares;

 
	
    Unincorporated Organization. If the Purchaser is a syndicate,
    partnership or other form of unincorporated organization, the Purchaser
    warrants and represents that it was not created solely to permit purchases
    without a prospectus by groups of individuals or other persons who are not
    "accredited investors" as that term is defined in Regulation 45-106 (See
    Schedule B attached hereto);

 
	
    Disclosure to Regulatory Authorities. The Purchaser acknowledges
    that the Corporation may in the future be required by law to disclose the
    Purchaser's name and other information relating to this Agreement and the
    Purchaser's subscription hereunder, on a confidential basis to securities
    regulatory authorities or pursuant to the Proceeds of Crime (Money
    Laundering) Act;

 
	
    No Undisclosed Information. The Shares are not being purchased by
    the Purchaser as a result of any material information concerning the
    Corporation that has not been publicly disclosed and the Purchaser's
    decision to tender this offer and acquire the Shares has not been made as a
    result of any oral or written representation as to fact or otherwise made by
    or on behalf of the Corporation or any other person and is based entirely
    upon currently available public information concerning the Corporation;

 
	
    Adequate Information. The Purchaser has had access to and has
    received all such information concerning the Corporation that the Purchaser
    considers necessary in connection with the Purchaser's investment decision;

       


     



                                                                                                                                                                                                                                                                                                                   
9




 
  

    	No Recommendation or Endorsement. No agency, governmental authority,
    regulatory body, stock exchange, or other entity has made any finding or
    determination as to the merit for investment of, nor have any such agencies
    or government authorities made any recommendation or endorsement with
    respect to the Shares; and

    
	No Representations as to the Shares. No person has made to the
    Purchaser any written or oral representations:

    

           i. that any person
    will resell or repurchase the Shares;



   
     ii. that any person will refund the purchase price for the Shares;

     iii. as to the future price or value of the Shares; or

     

    
   
                               
  iv. that the Shares will be listed and posted for trading on any stock
  exchange or that an application has been made to list the shares of Common
  Stock of the  

                                 
  Corporation on any stock exchange other than the OTC Bulletin Board.

  
  9. CORPORATION'S REPRESENTATIONS AND WARRANTIES. By its
  execution of this Subscription Agreement, the Corporation hereby represents,
  warrants and covenants to the subscriber that:

  
  	the Corporation has the full corporate power and authority to execute
    and deliver this Subscription Agreement and to issue the Shares;

    

    
	this Subscription Agreement constitutes a binding obligation of the
    Corporation enforceable in accordance with its terms; and

    

    
	the execution and delivery of, and the performance of the terms of, this
    Subscription Agreement by the Corporation, including the issue of the
    Shares, does not and will not constitute a breach of or default under the
    constating documents of the Corporation or any law, regulation, order or
    ruling applicable to the Corporation or any agreement, contract or indenture
    to which the Corporation is a party or by which it is bound.

    


  

  
  10. HOLD PERIOD AND RESALE CONDITIONS. The Purchaser acknowledges there
  are substantial restrictions on the transferability of the Shares provided in this
  Offering; and such Shares will not be, and the Purchaser in the Corporation have no right to require that the Shares
  be, registered under the Securities Act; there will be no public market for the Shares; and the undersigned will not
  immediately be able to avail himself or herself of the provisions of Rule 144 adopted by the Securities
  and Exchange Commission under the Securities Act with respect to resale of the Shares. The
  Purchaser further understands and acknowledges that the Shares will be subject
  to certain resale restrictions under applicable securities laws and the
  Purchaser agrees to comply with such restrictions and further acknowledges
  that the Shares cannot be resold unless the following conditions are complied
  with:

  
  	the sale is to the Corporation;

   

   
	the sale is made outside of the US in a transaction meeting the
   requirements of Rule 904 of Regulation S and in compliance with local laws
   and regulations;

   

   
	the sale is made pursuant to the exemption from registration requirements
   under the 1933 Act provided by Rule 144 thereunder and in accordance with any
   applicable State securities laws or "blue sky" laws;

   

   
	the sale is to an institutional "accredited investor" as defined in Rule
   501(a)(1), (2), (3), or (7) under the 1933 Act and a purchaser's letter
   containing the same representations, warranties and agreements as those
   contained in this certification, and satisfactory to the Corporation, is
   executed by the purchaser and delivered to the Corporation prior to the sale;
   or

 
	the securities are sold in a transaction that does not require registration
  under the 1933 Act or any applicable State laws and regulations governing the
  offer and sale of securities, and it has prior to such sale furnished to the
  Corporation an opinion of counsel reasonably satisfactory to the Corporation
  stating that such transaction is exempt from registration under applicable
  securities laws and that the legend may be removed.

   


  

  
  11. LEGEND. The Purchase acknowledges and accepts that the certificates
  representing the Shares will bear the following legends or a legend with
  similar wording:



                                                                                                                                                                                                                                                                                                                 
10




 
  A THE SECURITIES REPRESENTED BY
    THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
    1933, AS AMENDED (THE "1933 ACT") OR OTHER APPLICABLE SECURITIES LAWS. THESE
    SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
    DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
    TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S,
    RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE 1933 ACT OR (2)
    PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
    1933 ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING
    TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
    COMPLIANCE WITH THE1933 ACT. @ 

    And certificates issued to Canadian Purchasers:

    
    "Unless permitted under securities legislation, the holder of this
    security must not trade the security before the date that is 4 months and a
    day after the later of (i) [insert the distribution date], and (ii) the date
    the issuer became a reporting issuer in any province or territory."

    
   
  
  
 

  12. NO REVOCATION. The Purchaser agrees that this offer is made for
  valuable consideration and may not be withdrawn, cancelled, terminated or
  revoked by the Purchaser.

  
  13. CONTRIBUTION AGREEMENT AND APPOINTMENT OF INVESTOR REPRESENTATIVE.
  The Corporation has agreed to enter into a contribution agreement dated
  October __, 2006 by and among Platinum Research Organization L.P. ("Platinum"),
  the limited partners of Platinum, the sole stockholder of Platinum's general
  partner, the Corporation and the Investor Representative (the "Contribution
  Agreement"). A copy of the Contribution Agreement has been provided with
  this Subscription Agreement. Each Purchaser is required to be party to the
  Contribution Agreement and to simplify matters an Investor Representative has
  been appointed. At this time:

 
  	Purchaser hereby ratifies, authorizes and directs Steve Drayton ("Investor
   Representative") to take such action, and to exercise such rights, power
   and authority, as are authorized, delegated and granted to the Investor
   Representative hereunder in connection with the transactions contemplated by
   the contribution agreement dated October __, 2006 by and among Platinum
   Research Organization L.P. ("Platinum"), the limited partners of
   Platinum, the sole stockholder of Platinum's general partner, the Corporation
   and the Investor Representative (the "Contribution Agreement") and to
   exercise such rights, power and authority as are incidental thereto.
   Execution of this Subscription Agreement by Purchaser shall constitute
   ratification by Purchaser of the appointment of the Investor Representative
   in accordance herewith and agreement to be bound by the actions of the
   Investor Representative taken under the Contribution Agreement. 

 
	Subject to the provisions of this Subsection 13(b), the Investor
   Representative shall serve as such from the date hereof until the earlier of
   his removal or the completion of his obligations under the Contribution
   Agreement. The Purchaser hereto acknowledges and agrees that, as to all
   matters arising under the Contribution Agreement, the Investor Representative
   shall act for and on behalf of Purchaser. When the Contribution Agreement
   provides that a determination or any other action or event is conclusive and
   binding upon Purchaser, such determination, action or event of the Investor
   Representative shall be conclusive and binding upon Purchaser. In addition,
   the Investor Representative shall have all such incidental powers as may be
   necessary or desirable to carry into effect the provisions of this Section
   13, including, at the expense of Purchaser, to retain attorneys, accountants
   and other advisors to assist him in the performance of his duties thereunder.
   In the event that the Person who is acting as the Investor Representative is
   terminated by Purchaser, his successor shall be appointed by the Corporation
   in accordance with this Section 13. Upon the resignation of any Investor
   Representative, a successor Investor Representative (and, if necessary,
   further successor Investor Representatives), shall be appointed by the
   Investor Representative or in the event of his death, or his failure to so
   appoint a successor by the Corporation. Any successor to an Investor
   Representative shall for purposes of the Contribution Agreement be deemed to
   be, for the time of the appointment thereof, an Investor Representative and
   from and after such time, the term "Investor Representative" as used
   herein shall be deemed to refer to any successor. No appointment of a
   successor shall be effective unless such successor agrees in writing to be
   bound by the terms of the Contribution Agreement. 


 



                                                                                                                                                                                                                                                                                                                                                                                                                        
11




 
   

  	Purchaser agrees that the provisions set forth in this Section 13 shall
   in no way impose any obligations on the Corporation other than those
   explicitly set forth in the Contribution Agreement. In particular,
   notwithstanding in any case any notice received by the Corporation to the
   contrary, and the Corporation shall be fully protected in relying upon and
   shall be entitled (i) to rely upon actions, decisions and determinations of
   the Investor Representative and (ii) to assume that all actions, decisions
   and determinations of the Investor Representative are fully authorized and
   binding upon the Investor Representative and Purchaser. 

 
	The Purchaser further agrees that Investor Representative (A) shall not
   incur any personal liability for acting in such capacity if in doing so he
   acts upon advice of counsel or otherwise acts in good faith, (B) shall not
   incur any personal liability for acting in such capacity in the absence of
   his gross negligence or willful misconduct, (C) may act upon any instrument
   or signature believed by him to be genuine and may assume that any Person
   purporting to give any notice or instruction under the Contribution
   Agreement, Subscription Agreement or any Ancillary Agreement or document
   believed by him to be authorized has been authorized to do so. The Investor
   Representative shall not be liable for any act done or omitted hereunder as
   Investor Representative while acting in good faith and in the exercise of
   reasonable judgment, and any act done or omitted by the Investor
   Representative pursuant to the advice of counsel shall be conclusive evidence
   of such good faith. The Purchaser shall severally indemnify the Investor
   Representative and hold him harmless against any loss, liability or expense
   incurred without gross negligence or bad faith on the part of such Investor
   Representative and arising out of or in connection with the acceptance or
   administration of his duties hereunder. 

 
	The Investor Representative shall act without any compensation.
   Notwithstanding the foregoing, the Investor Representative shall be promptly
   reimbursed by the Purchaser for all out-of-pocket expenses incurred by him in
   his capacity of Investor Representatives.


  
  14. INDEMNITY. The Purchaser agrees to indemnify and hold harmless the
  Corporation and its directors, officers, employees, agents, advisors and
  shareholders from and against any and all loss, liability, claim, damage and
  expense whatsoever (including but not limited to, any and all fees, costs and
  expenses whatsoever reasonably incurred in investigating, preparing or
  defending against any claim, law suit, administrative proceeding or
  investigation whether commenced or threatened) arising out of or based upon
  any representations or warranty of the Purchaser contained herein or in any
  document furnished by the Purchaser to the Corporation in connection herewith
  being untrue in any material respect or any breach or failure by the Purchaser
  to comply with any covenant or agreement made by the Purchaser herein or in
  any document furnished by the Purchaser to the Corporation in connection
  herewith.

  
  15. MODIFICATION. Neither this Subscription Agreement nor any provision
  hereof shall be modified, changed, discharged or terminated except by an
  instrument in writing signed by the party against whom any waiver, change,
  discharge or termination is sought.

  
  16. ASSIGNMENT. This Subscription Agreement and any interest herein or
  any of the rights arising hereunder may be assigned only together with the
  transfer of the Shares purchased hereunder and in accordance with applicable
  Securities Laws and any securities laws within or outside of Canada in the
  jurisdiction in which the Purchaser resides, and provided that the assignment
  is made in the assignee resides either (i) outside of Canada and the United
  States or (ii) outside British Columbia and agrees in writing to be bound by
  the terms and conditions of this Subscription Agreement and (iii) completes
  and executes and Acknowledgement of Assignment Form attached to the
  certificates representing the Shares and delivers it to the Corporation.

  
  17. NOTICE. All notices or other communications to be given hereunder
  shall be delivered by hand or by telecopier, on the date of transmission if
  sent before 5:00 p.m. and such day or, if not, on the first business day
  following the date of transmission.

  Notice to the Corporation shall be addressed to:

  NorthTech Corporation (the "Corporation")

    1917 West 4th Avenue, Suite 421

    Vancouver, BC V6J 1M7

    Fax #: (604) 689-4087

    Attention: Cecelia Pineda, President

   
  
  Notices to the Purchaser shall be addressed to the address of the Purchaser
  set out on the execution page hereof under 
  A Execution of Purchaser@ .

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
12




 
  Either the Corporation or the Purchaser may change its address for service
  aforesaid by notice in writing to the other party hereto specifying its new
  address for services hereunder.

  
  18. MISCELLANEOUS. The agreement resulting from acceptance of this
  Subscription Agreement by the Corporation contains the whole agreement between
  the Corporation and the Purchaser in respect of the subject matters hereof and
  except as provided herein there are no warranties, representations, terms,
  conditions, or collateral agreements, express, implied or statutory, other
  than as expressly set forth herein and in any amendments hereto. All
  representations, warranties, agreements and covenants made or deemed to be
  made by the Purchaser herein will survive the execution and delivery, and
  acceptance, of this offer and the Closing. Time shall be of the essence of
  this Subscription Agreement. This Subscription Agreement and the rights and
  obligations of the parties hereunder will be governed by and construed
  according to the laws of the State of Delaware. Each party agrees that all
  legal proceedings concerning the interpretations, enforcement and defense of
  the transactions contemplated by this Subscription 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 Subscription 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. This
  Subscription Agreement will enure to the benefit of and be binding upon the
  parties hereto, and their heirs, executors, administrators, successors and
  permitted assigns. This Subscription Agreements may be executed in any number
  of counterparts, each of which when delivered, either in original or facsimile
  form, shall be deemed to be an original and all of which together shall
  constitute one and the same document. The Purchaser acknowledges and agrees
  that all costs incurred by the Purchaser (including any fees and disbursements
  of any special counsel retained by the Purchaser) relating to the sale of the
  Shares to the Purchaser shall be borne by the Purchaser. The Purchaser, on its
  own behalf and, if applicable, on behalf of others for whom it is contracting
  hereunder, agrees that this offer is made for valuable consideration and may
  not be withdrawn, cancelled, terminated, or revoked by the Purchaser, on its
  own behalf and, if applicable, on behalf of others for whom it is contracting
  hereunder. The covenants, representations and warranties contained herein
  shall survive the closing of the transactions contemplated hereby.

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
13




 
  APPENDIX "A"

  
  

  
  CERTIFICATE OF DESIGNATION

  SERIES "A" CONVERTIBLE PREFERRED STOCK

  NORTHTECH CORPORATION

  
 



  The undersigned Chief Executive Officer of NorthTech Corporation, a
  corporation currently organized and existing under Chapter 78 of the Nevada
  Revised Statutes, but which intends to redomesticate to the State of Delaware
  and by be subject to the General Corporation Law of the State of Delaware
  (the "DGCL"), does hereby certify that:

  
  FIRST: The name of the corporation is NorthTech Corporation (the "Corporation").

  
  SECOND: The Board of Directors has approved the alteration of the share
  capital of the Corporation to create preferred stock with a par value $0.001
  per share ("Preferred Stock") and has approved the adoption of the
  Certificate of the Designation, Powers, Preferences and Rights of the Series
  "A" Cumulative Convertible Preferred Shares (the "Certificate of
  Designation") of the Corporation and authorized the Certificate of
  Designation to be filed with the State of Delaware on redomestication of the
  Corporation, subject to stockholder approval. 

  
  THIRD: On November __, 2006, at a Special Meeting of the Stockholders
  of the Corporation, the holders of the Common Stock will be asked to approve
  the alteration of the share capital of the Corporation which will include the
  creation of Preferred Shares and the redomestication of the Company from
  Nevada to Delaware.

  
  NOW, THEREFORE, BE IT RESOLVED that the rights and restrictions
  attached to the Class "A" Preferred Shares are as follows::

  
  Section 1. Number of Shares and Designation. This series of Preferred
  Shares shall be designated as shares of Series A Cumulative Mandatory
  Convertible Preferred Stock (liquidation preference $0.90 per share), par
  value $0.001 per share (the "Series "A" Preferred Shares"). The number
  Series "A" Preferred Shares authorized shall be 5,000,000. 

  
  Section 2. Definitions. For purposes of the Series "A" Preferred
  Shares, the following terms shall have the meanings indicated:

 
  "Board of Directors" shall mean the Board of Directors of the
  Corporation or any committee authorized by such Board of Directors to perform
  any of its responsibilities with respect to the Series "A" Preferred Shares.

  "Business Day" shall mean any day other than a Saturday, Sunday or a
  day on which state or federally chartered banking institutions in New York,
  New York are not required to be open.

  

  "Change of Control Transaction" means the occurrence after the date
  hereof of any of (i) an acquisition after the date hereof by an individual or
  legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under
  the Securities Exchange Act of 1934) of effective control (whether
  through legal or beneficial ownership of capital stock of the Corporation, by
  contract or otherwise) of in excess of 33% of the voting securities of the
  Corporation and a replacement of the majority of the Board of Directors as
  comprised according to the terms and conditions of the Contribution Agreement,
  or (ii) the Corporation merges into or consolidates with any other Person, or
  any Person merges into or consolidates with the Corporation and, after giving
  effect to such transaction, the stockholders of the Corporation immediately
  prior to such transaction own less than 50% of the aggregate voting power of
  the Corporation or the successor entity of such transaction, or (iii) the
  Corporation sells or transfers its assets, as an entirety or substantially as
  an entirety, to another Person and the stockholders of the Corporation
  immediately prior to such transaction own less than 50% of the aggregate
  voting power of the acquiring entity immediately after the transaction, (iv) a
  replacement at one time or within a one year period of more than one-half of
  the members of the Corporation's board of directors which is not approved by a
  majority of those individuals who are members of the board of directors on the
  date hereof (or by those individuals who are serving as members of the board
  of directors on any date whose nomination to the board of directors was
  approved by a majority of the members of the board of directors who are
  members on the date hereof), or (v) the execution by the Corporation of an
  agreement to which the Corporation is a party or by which it is bound,
  providing for any of the events set forth above in (i) or (iv). 

  "Common Shares" shall mean the shares of Common Stock of the
  Corporation, par value $0.001 per share.

  

 


                                                                                                                                                                                                                                                                                                                                                                                                                        
14




  "Common Share Equivalents" means any
  securities of the Corporation or the Subsidiaries which would entitle the
  holder thereof to acquire at any time Common Shares, including without
  limitation, any debt, preferred stock, rights, options, warrants or other
  instrument that is at any time convertible into or exchangeable for, or
  otherwise entitles the holder thereof to receive, Common Shares.

  "Constituent Person" shall have the meaning set forth in Section
  7(f) hereof.

  "Conversion Price" shall mean the conversion price per Common Share
  for which the Series "A" Preferred Shares are convertible, as such Conversion
  Price may be adjusted pursuant to Section 7 hereof. The initial conversion
  price shall be $0.18 per Common Share (equivalent to a conversion rate of five
  (5) Common Shares for each Series "A" Preferred Share).

  "Current Market Price" of publicly traded Common Shares or any other
  class of shares of beneficial interest or other security of the Corporation or
  any other issuer for any day shall mean the last reported sales price, regular
  way, on such day, or, if no sale takes place on such day, the average of the
  reported closing bid and asked prices on such day, regular way, in either case
  as reported on the principal national securities exchange on which such
  security is listed or admitted for trading or, if not listed or admitted for
  trading on any national securities exchange, on the NASDAQ National Market or,
  if such security is not quoted on such NASDAQ National Market, the average of
  the closing bid and asked prices on such day in the over-the-counter market as
  reported by NASDAQ or, if bid and asked prices for such security on such day
  shall not have been reported through NASDAQ, the average of the bid prices of
  all market makers for such security as reported in the "pink sheets" by the
  National Quotation Bureau, Inc., in each case for such date or, if such date
  was not a Trading Day for such security, on the next preceding date which was
  a Trading Day. If the Current Market Price cannot be calculated for such
  security as of either of such dates on any of the foregoing bases, the Current
  Market Price of such security on such date shall be the fair market value as
  reasonably determined by an investment banking firm selected by the
  Corporation and reasonably acceptable to the holders of a majority of the
  Series "A" Preferred Shares, with the costs of such appraisal to be borne by
  the Corporation.

  "Discount Dividend Payment" shall have the meaning set forth in
  Section 7(b) hereof.

  "Dividend Default" shall have the meaning set forth in Section 12
  hereof.

  "Dividend Payment Date" shall mean the 15th calendar day of January,
  April, July and October, in each year, commencing on April 15, 2007; provided,
  however, that if any Dividend Payment Date falls on any day other than a
  Business Day, the dividend payment due on such Dividend Payment Date shall be
  paid on the first Business Day immediately following such Dividend Payment
  Date.

  "Dividend Payment Record Date" shall have the meaning set forth in
  paragraph (a) of Section 3 hereof.

  "Dividend Periods" shall mean quarterly dividend periods commencing
  on January 15, April 15, July 15 and October 15 of each year and ending on and
  including the day preceding the first day of the next succeeding Dividend
  Period (other than the initial Dividend Period, which shall commence on the
  Issue Date and end on and include October 14, 2011).

  "Fair Market Value" shall mean the average of the daily Current
  Market Prices per Common Share during the twenty (20) consecutive Trading Days
  selected by the Corporation commencing not more than 20 Trading Days before,
  and ending not later than, the earlier of the day in question and the day
  before the "ex" date with respect to the issuance or distribution requiring
  such computation. The term "ex date," when used with respect to any issuance
  or distribution, means the first day on which the Common Shares trade regular
  way, without the right to receive such issuance or distribution, on the
  exchange or in the market,

  as the case may be, used to determine that day's Current Market Price.

  "Issue Date" with respect to the Series "A" Preferred Shares shall
  mean the first date on which any of the Series "A" Preferred Shares are issued
  and sold.

  "Junior Shares" shall mean the Common Shares and any other class or
  series of shares of capital stock of the Corporation constituting junior stock
  within the meaning set forth in Section 10(c) hereof.



                                                                                                                                                                                                                                                                                                                                                                                                                        
15



 
  "Liquidation Event" means the actual liquidation, dissolution or
  winding up of the Corporation, whether voluntary or involuntary or a deemed
  liquidation event as a result of a merger, consolidation, reorganization,
  business combination or other change in control transaction involving the
  Corporation.

  "Liquidation Preference" shall have the meaning set forth in Section
  4(a) hereof.

  "Mandatory Conversion Date" shall have the meaning set forth in
  Section 8(a) hereof.

  "Maturity Date" shall have the meaning set forth in Section 9(a)
  hereof.

  "Non-Electing Share" shall have the meaning set forth in Section
  7(f) hereof.

  "Parity Shares" shall be deemed to include all shares created now or
  in the future on a parity with the Series "A" Preferred Shares, as to the
  payment of dividends and as to the distribution of assets upon liquidation,
  dissolution or winding up, whether or not the dividend rates, dividend payment
  dates or redemption or liquidation prices per share thereof be different from
  those of the Series "A" Preferred Shares, if the holders of such class of
  stock or series and the Series "A" Preferred Shares shall be entitled to the
  receipt of dividends and of amounts distributable upon liquidation,
  dissolution or winding up in proportion to their respective amounts of accrued
  and unpaid dividends per share or liquidation preferences, without preference
  or priority one over the other.

  "Person" shall mean any individual, firm, partnership, corporation,
  limited liability company or other entity, and shall include any successor (by
  merger or otherwise) of such entity.

  "Securities" shall have the meaning set forth in Section 7(e)
  hereof.

  "Series "A" Preferred Shares" shall have the meaning set forth in
  Section 1 hereof.

  "Set apart for payment" shall be deemed to include, without any
  action other than the following, the recording by the Corporation in its
  accounting ledgers of any accounting or bookkeeping entry which indicates,
  pursuant to a declaration of a dividend or other distribution by the Board of
  Directors, the allocation of funds to be so paid on any series or class of
  shares of capital stock of the Corporation; provided, however, that if any
  funds for any class or series of Junior Shares or any class or series of
  shares of capital stock ranking on a parity with the Series "A" Preferred
  Shares as to the payment of dividends are placed in a separate account of the
  Corporation or delivered to a disbursing, paying or other similar agent, then
  "set apart for payment" with respect to the Series "A" Preferred Shares shall
  mean placing such funds in a separate account or delivering such funds to a
  disbursing, paying or other similar agent.

  "Trading Day" shall mean any day on which the securities in question
  are traded on a Trading Market.

  

  "Trading Market" means the following markets or exchanges on which
  the Common Shares are listed or quoted for trading on the date in question:
  the Nasdaq SmallCap Market, the American Stock Exchange, the New York Stock
  Exchange, the Nasdaq National Market or the OTC Bulletin Board.

  "Transaction" shall means the following without limitation a merger,
  consolidation, statutory share exchange, self tender offer for all or
  substantially all Common Shares, sale of all or substantially all of the
  Corporation's assets or recapitalization of the Common Shares of the
  Corporation.

  "Transfer Agent" means Resident Agents of Nevada, 711 S. Carson
  Street #4, Carson City, NV89701, or such other agent or agents of the
  Corporation as may be designated by the Board of Directors or its designee as
  the transfer agent for the Series "A" Preferred Shares.

  "Voting Preferred Shares" shall have the meaning set forth in
  Section 11 hereof.

  

  "VWAP" means, for any date, the price determined by the first of the
  following clauses that applies: (a) if the Common Stock is then listed or
  quoted on a Trading Market, the daily volume weighted average price of the
  Common Stock for such date (or the nearest preceding date) on the Trading
  Market on which the Common Stock is then listed or quoted as reported by
  Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time
  to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or
  quoted on a Trading Market and if prices for the Common Stock are then quoted
  on the OTC Bulletin Board, the volume weighted average price of the Common
  Stock for such date (or the nearest preceding date) on the OTC Bulletin Board;
  (c) if the Common Stock is 

 

                                                                                                                                                                                                                                                                                                                                                                                                                        
16



  
  not then listed or quoted on the OTC Bulletin Board and if prices for the
  Common Stock are then reported in the "Pink Sheets" published by the Pink
  Sheets, LLC (or a similar organization or agency succeeding to its functions
  of reporting prices), the most recent bid price per share of the Common Stock
  so reported; or (d) in all other cases, the fair market value of a share of
  Common Stock as determined by an independent appraiser selected in good faith
  by the Purchasers and reasonably acceptable to the Corporation.

  

  
  
  Section 3. Dividends.

   
  

   	General Terms.


  	Commencing on the date of the initial issuance (the "Issue Date")
   of the Series "A" Preferred Shares the holders of record of shares of Series
   "A" Preferred Shares shall be entitled to receive, out of any assets at the
   time legally available therefore and as declared by the Board of Directors,
   dividends at the rate of ten percent (10%) of the stated Liquidation
   Preference Amount (as defined in Section 4 hereof) per share per annum (the "Dividend
   Payment"), subject to Sections 3(a)(ii), 3(a)(iii), and (7)(b)(iii)
   below, and as adjusted appropriately for stock splits, stock dividends and
   the similar events described in Section 7(g). Such dividends shall be
   cumulative from the Issue Date, whether or not in any Dividend Period or
   Periods such dividends shall be declared or there shall be funds of the
   Corporation legally available for the payment of such dividends, and shall be
   payable quarterly, when, as and if authorized and declared by the Board of
   Directors, in arrears on Dividend Payment Dates, commencing on the first
   Dividend Payment Date after the Issue Date.
	Dividends are cumulative from the most recent Dividend Payment Date to
   which dividends have been paid, whether or not in any Dividend Period or
   Periods such dividends shall be declared or there shall be funds legally
   available therefor. Each such dividend shall be payable in arrears to the
   holders of record of the Series "A" Preferred Shares, as they appear on the
   stock records of the Corporation at the close of business on the 15th
   calendar day of December, March, June and October, each year, commencing on
   April 15, 2007 (each a "Dividend Payment Record Date"). Accrued and
   unpaid dividends for any past Dividend Periods may be authorized and declared
   and paid at any time, without reference to any regular Dividend Payment Date,
   to holders of record on such date, not exceeding 45 days preceding the
   payment date thereof, as may be fixed by the Board of Directors.


    

  

   	Reduction of Dividend Rate on Certain Events. Notwithstanding the
   terms and provisions of Section 3(a) hereof, the dividend rate will be
   reduced to a: (i) five percent (5%) dividend on the Corporation publicly
   announcing having entered into a commercial agreement(s) which in the sole
   opinion the of the independent directors of the Corporation will increase the
   Corporation's aggregate net revenues forty million dollars ($40,000,000) or
   more over the life of the contract (the "Material Contract"); and (ii)
   two percent (2%) dividend if the Corporation achieves the Material Contract
   and records quarterly net revenues of one million dollars ($1,000,000) per
   quarter (the "Revenue Threshold"). Any dividend rate reduction will
   become effective the following quarter from achieving the Material Contract
   or Revenue Threshold and as adjusted appropriately for stock splits, stock
   dividends and the similar events described in Section 7(g).

 
	Dividend Payment in Cash or Common Shares. The Corporation may
   make the Dividend Payment in cash or in Common Shares, or both; provided,
   however, that the Corporation must pay the Dividend Payment in cash if, on
   the date of such Dividend Payment becomes payable, a registration statement
   providing for the resale of the Common Shares issuable as dividends on the
   Series "A" Preferred Shares is not then effective. Subject to the foregoing
   proviso, if the Corporation elects to pay any dividend in Common Shares, the
   number of Common Shares to be issued to the holder shall be an amount equal
   to the quotient of (i) the Dividend Payment divided by (ii) the VWAP. If the
   Corporation elects to pay any dividend in Common Shares, the Corporation will
   give the holders of record of shares of the Series "A" Preferred Shares ten
   (10) trading days notice prior to the date of the applicable Dividend
   Payment. In the case of shares of Series "A" Preferred Shares outstanding for
   less than a full quarter, dividends shall be pro rated based on the portion
   of each quarter during which such shares are outstanding. Dividends on the
   Series "A" Preferred Shares shall be cumulative and shall accrue but are not
   payable until the Series "A" Preferred Shares are converted, redeemed or
   liquidated. Dividends on the Series "A" Preferred Shares are prior and in
   preference to any declaration or payment of any distribution (as defined
   below) on any outstanding shares of Junior Shares. Such dividends shall
   accrue on each share of Series "A" Preferred Shares from day to day whether
   or not declared so that if such dividends with respect to any previous
   dividend period at the rate provided for herein have not been paid on, or
   declared and set apart for, all shares of Series "A" Preferred Shares at the
   time outstanding, the deficiency shall be fully paid on, or declared and set
   apart for, such shares on a pro rata basis with all other equity securities
   of the Corporation ranking on a parity with the Series "A" Preferred Shares
   as to the payment of dividends before any distribution shall be paid on, or
   declared and set apart for Junior Shares.



                                                                                                                                                                                                                                                                                                                                                                                                                        
17




  

  	Pro Rata Calculation. The amount of dividends payable for the
   initial Dividend Period, or any other period shorter or longer than a full
   Dividend Period, on the Series "A" Preferred Shares shall be computed on the
   basis of twelve 30-day months and a 360-day year. Holders of Series "A"
   Preferred Shares shall not be entitled to any dividends, whether payable in
   cash, property or stock, in excess of cumulative dividends, as herein
   expressly provided, on the Series "A" Preferred Shares. No interest, or sum
   of money in lieu of interest, shall be payable in respect of any dividend
   payment or payments on the Series "A" Preferred Shares that may be in
   arrears. All dividend amounts set forth in this Section 3 shall be adjusted
   appropriately for any stock splits, stock dividends and the similar events
   described in Section 7(g).

   
	Seniority. So long as any Series "A" Preferred Shares are
   outstanding, no dividends, except as described in the this section, shall be
   authorized and declared or paid or set apart for payment, or other
   distribution of cash or other property declared or made directly by the
   Corporation or any person acting on behalf of the Corporation, on any series
   or class or classes of shares for any period nor shall any such shares be
   redeemed, purchased or otherwise acquired through a sinking fund or otherwise
   for any consideration (or any moneys to be paid to or made available for a
   sinking fund for the redemption of any shares of such stock) by the
   Corporation, directly or indirectly (except by conversion into or exchange
   for such shares), nor shall any payment or distribution of cash or other
   property be made for the benefit of any holder of Parity Shares, directly or
   indirectly, unless full cumulative dividends have been or contemporaneously
   are authorized and declared and paid or authorized and declared and a sum
   sufficient for the payment thereof set apart for such payment on the Series
   "A" Preferred Shares for all Dividend Periods terminating on or prior to the
   dividend payment date on such class or series of Parity Shares. When
   dividends are not paid in full or a sum sufficient for such payment is not
   set apart, as aforesaid, all dividends authorized and declared upon Series
   "A" Preferred Shares and all dividends authorized and declared upon any other
   series or class or classes of Parity Shares shall be authorized and declared
   ratably in proportion to the respective amounts of dividends accumulated,
   accrued and unpaid on the Series "A" Preferred Shares and such Parity Shares.

   


  


  Section 4. Liquidation Preference.


  

   	Liquidation Preference. In the event of any liquidation,
   dissolution or winding up of the Corporation, whether voluntary or
   involuntary, before any payment or distribution of the assets of the
   Corporation (whether capital or surplus) shall be made to or set apart for
   the holders of Junior Shares, the holders of Series "A" Preferred Shares
   shall be entitled to receive Ninety Cents ($0.90) per Series "A" Preferred
   Share (the "Liquidation Preference") plus an amount equal to all
   dividends (whether or not earned or declared) accumulated, accrued and unpaid
   thereon to the date of final distribution to such holder; but such holders of
   Series "A" Preferred Shares shall not be entitled to any further payment. If,
   upon any such liquidation, dissolution or winding up of the Corporation, the
   assets of the Corporation, or proceeds thereof, distributable among the
   holders of Series "A" Preferred Shares shall be insufficient to pay in full
   the preferential amount aforesaid and liquidating payments, then such assets,
   or the proceeds thereof, shall be distributed among the holders of such
   Series "A" Preferred Shares ratably in accordance with the respective amounts
   that would be payable on such Series "A" Preferred Shares if all amounts
   payable thereon were paid in full. For the purposes of this Section 4, (i) a
   consolidation or merger of the Corporation with one or more entities, (ii) a
   statutory share exchange and (iii) a sale or transfer of all or substantially
   all of the Corporation's assets shall not be deemed to be a liquidation,
   dissolution or winding up, voluntary or involuntary, of the Corporation.

   


   	Remaining Assets. After payment shall have been made in full to
   the holders of the Series "A" Preferred Shares, as provided in this Section
   4, any series or class or classes of Junior Shares shall, subject to any
   respective terms and provisions applying thereto, be entitled to receive any
   and all assets remaining to be paid or distributed, and the holders of the
   Series "A" Preferred Shares shall not be entitled to share therein.




  Section 5. Reservation of Shares

  

  

   	Reserved Amount. On or prior to the Issue Date, the Corporation
   shall reserve 25,000,000 shares of its authorized but unissued Common Stock
   for issuance upon conversion of the Series "A" Preferred Shares (includes any
   Dividend payable thereon for the first year), and, thereafter, the number of
   authorized but unissued Common Shares so reserved (the "Reserved Amount")
   shall at all times be sufficient to provide for the full conversion of all of
   the Series "A" Preferred Share (including any Dividend payable thereon)
   outstanding at the then current Conversion Price thereof. The Reserved Amount
   shall be allocated among the holders of the Series "A" Preferred Shares.



                                                                                                                                                                                                                                                                                                                                                                                                                        
18




  

   	Increases to Reserved Amount. If the Reserved Amount for any five
   consecutive trading days (the last of such five trading days being the
   "Authorization Trigger Date") shall be less than one hundred percent (100%)
   of the number of Common Shares issuable upon full conversion of the then
   outstanding shares of Series "A" Preferred Share, the Corporation shall
   immediately notify the holders of Series "A" Preferred Share of such
   occurrence and shall take immediate action (including, if necessary, seeking
   stockholder approval to authorize the issuance of additional Common Shares)
   to increase the Reserved Amount to one hundred percent (100%) of the number
   of Common Shares then issuable upon full conversion (including any Dividend
   payable thereon) of all of the outstanding Series "A" Preferred Share at the
   then current Conversion Price. In the event the Corporation fails to so
   increase the Reserved Amount within one hundred twenty (120) days after an
   Authorization Trigger Date, each holder of Series "A" Preferred Shares shall
   thereafter have the option, exercisable in whole or in part at any time and
   from time to time, by delivery of a Redemption Notice to the Corporation, to
   require the Corporation to redeem for cash, at an amount per share equal to
   the Redemption Amount (as set out in Section 9(d) hereof), a number of the
   holder's shares of Series "A" Preferred Share such that, after giving effect
   to such redemption, the then unissued portion of such holder's Reserved
   Amount is at least equal to one hundred percent (100%) of the total number of
   Common Shares issuable upon conversion (including any Dividend payable
   thereon) of such holder's shares of Series "A" Preferred Share. If the
   Corporation fails to redeem any of such shares within five business days
   after its receipt of such Redemption Notice, then such holder shall be
   entitled to the remedies provided in Section 9.




  Section 6. Reclassification of Converted Shares. All Series "A"
  Preferred Shares which shall have been converted pursuant to Section 7 or 8
  herein shall automatically be reclassified as Common Shares. The number of
  Common Shares issuable upon conversion shall be determined in accordance with
  Section 7 and 8, respectively.

  
  Section 7. Conversion by Holders. Holders of Series "A" Preferred
  Shares shall have the right to convert all or a portion of such shares into
  Common Shares, as follows:


  

   	Right to Convert. Subject to and upon compliance with the
   provisions of this Section 7, a holder of Series "A" Preferred Shares shall
   have the right, at his or her option, to convert such shares and any accrued
   but unpaid dividends into the number of fully paid and non-assessable Common
   Shares obtained by dividing the aggregate Liquidation Preference of such
   Series "A" Preferred Shares by the Conversion Price by surrendering such
   Series "A" Preferred Shares to be converted, such surrender to be made in the
   manner provided in paragraph (b) of this Section 7.

   
	Mechanics to Exercise Conversion Rights.


  	In order to exercise the conversion right, the holder of each Series "A"
   Preferred Share to be converted shall surrender the certificate representing
   such Series "A" Preferred Share, duly endorsed or assigned to the Corporation
   or in blank, at the office of the Corporation or the office of the Transfer
   Agent, accompanied by written notice to the Corporation that the holder
   thereof elects to convert such Series "A" Preferred Shares. Unless the Common
   Shares issuable on conversion are to be issued in the same name as the name
   in which such Series "A" Preferred Shares are registered, each share
   surrendered for conversion shall be accompanied by instruments of transfer,
   in form satisfactory to the Corporation, duly executed by the holder or such
   holder's duly authorized attorney and an amount sufficient to pay any
   transfer or similar tax (or evidence reasonably satisfactory to the
   Corporation demonstrating that such taxes have been paid).
	Holders of Series "A" Preferred Shares at the close of business on a
   Dividend Payment Record Date shall be entitled to receive the dividend
   payable on such Series "A" Preferred Shares on the corresponding Dividend
   Payment Date notwithstanding the conversion thereof following such Dividend
   Payment Record Date and prior to such Dividend Payment Date. However, Series
   "A" Preferred Shares surrendered for conversion during the period between the
   close of business on any Dividend Payment Record Date and the opening of
   business on the corresponding Dividend Payment Date must be accompanied by
   payment of an amount equal to the dividend payable on such Series "A"
   Preferred Shares on such Dividend Payment Date. A holder of Series "A"
   Preferred Shares on a Dividend Payment Record Date who (or whose transferees)
   tenders any such Series "A" Preferred Shares for conversion into Common
   Shares on such Dividend Payment Date will receive the dividend payable by the
   Corporation on such Series "A" Preferred Shares on such date, and the
   converting holder need not include payment of the amount of such dividend
   upon surrender of Series "A" Preferred Shares for conversion. 


  Except as provided above, the Corporation shall make no payment or
  allowance for unpaid dividends, whether or not in arrears, on converted Series
  "A" Preferred Shares or for dividends on the Common Shares issued
  upon such conversion.

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
19



                                        



   
   
    	No Fractional Shares. No fractional shares or scrip representing
   fractions of Common Shares shall be issued upon conversion of the Series "A"
   Preferred Shares. Instead of any fractional interest in a Common Share that
   would otherwise be deliverable upon the conversion of a Series "A" Preferred
   Share, the Corporation shall pay to the holder of such Series "A" Preferred
   Share an amount in cash based upon the Current Market Price of Common Shares
   on the Trading Day immediately preceding the date of conversion. If more than
   one Series "A" Preferred Share shall be surrendered for conversion at one
   time by the same holder, the number of full Common Shares issuable upon
   conversion thereof shall be computed on the basis of the aggregate number of
   Series "A" Preferred Shares so surrendered.

 
	
   Adjustment to Conversion Price. The Conversion Price shall be
   adjusted under the following circumstances:

     




  

   

    	Subsequent Equity Sales. If the Corporation or any Subsidiary
    thereof, as applicable, at any time while this Series "A" Preferred Stock is
    outstanding, shall offer, sell, grant any option to purchase or offer, sell
    or grant any right to reprice its securities, or otherwise dispose of or
    issue (or announce any offer, sale, grant or any option to purchase or other
    disposition) any Common Share or Common Share Equivalents entitling any
    Person to acquire Common Shares, at an effective price per share less than
    the then Conversion Price (such lower price, the "Base Conversion Price"
    and such issuances collectively, a "Dilutive Issuance"), as adjusted
    hereunder, then the Conversion Price shall be multiplied by a fraction, of
    which the denominator shall be the number of shares of the Common Stock
    Outstanding on the date of such Dilutive Issuance plus the number of
    additional shares of Common Stock offered for subscription or purchase, and
    of which the numerator shall be the number of shares of the Common Stock
    Outstanding on the date of such Dilutive Issuance plus the number of shares
    which the aggregate offering price of the total number of shares so offered
    (assuming receipt by the Corporation in full of all consideration payable in
    connection with such Dilutive Issuance) would purchase at such Conversion
    Price. The Corporation shall notify the Holder in writing, no later than the
    Business Day following the issuance of any Common Share or Common Share
    Equivalents subject to this section, indicating therein the applicable
    issuance price, exchange price, conversion price and other pricing terms
    (such notice the "Dilutive Issuance Notice"). For purposes of
    clarification, whether or not the Corporation provides a Dilutive Issuance
    Notice pursuant to this Section 7(d), upon the occurrence of any Dilutive
    Issuance, after the date of such Dilutive Issuance the Holder is entitled to
    receive a number of Conversion Shares based upon the Base Conversion Price
    regardless of whether the Holder accurately refers to the Base Conversion
    Price in the Notice of Conversion. Notwithstanding the foregoing or any
    other provision herein to the contrary, no adjustment to the Conversion
    Price will be required as a result of any issuance by the Corporation of any
    Common Shares, or Common Share Equivalents (A) pursuant to any stock option
    plan, restricted stock plan or other compensatory plan or arrangement with
    any officer, director, employee or consultant of the Corporation or any
    affiliated entity, (B) pursuant to or in connection with any agreement or
    understanding in effect on or before the Issue Date, (C) pursuant to or in
    connection with any Transaction or (D) to any vendor, customer or other
    person or entity with which the Corporation has or is attempting to develop
    a business relationship. 
	Subsequent Rights Offerings. If the Corporation, at any time while
    the Series "A" Preferred Share is outstanding, shall issue rights, options
    or warrants to all holders of Common Share (and not to holders of Series "A"
    Preferred Shares) entitling them to subscribe for or purchase Common Shares
    at a price per share less than the Conversion Price at the record date
    mentioned below, then the Conversion Price shall be multiplied by a
    fraction, of which the denominator shall be the number of shares of the
    Common Stock Outstanding on the date of issuance of such rights or warrants
    plus the number of additional shares of Common Stock offered for
    subscription or purchase, and of which the numerator shall be the number of
    shares of the Common Stock Outstanding on the date of issuance of such
    rights or warrants plus the number of shares which the aggregate offering
    price of the total number of shares so offered (assuming receipt by the
    Corporation in full of all consideration payable upon exercise of such
    rights, options or warrants) would purchase at such Conversion Price. Such
    adjustment shall be made whenever such rights or warrants are issued, and
    shall become effective immediately after the record date for the
    determination of stockholders entitled to receive such rights, options or
    warrants.
	Calculations. No adjustment in the Conversion Price shall be
    required unless such adjustment would require a cumulative increase or
    decrease of at least $0.05 in  such  price; provided, however,
    that any adjustments that by reason of this subparagraph (iv) are not
    required to be made shall be carried forward and taken into account in any
    subsequent adjustment until made. Notwithstanding any other provisions of
    this Section 7, the Corporation shall not be required to make any adjustment
    of the Conversion Price for the issuance of any Common Shares pursuant to
    any plan providing for the reinvestment of dividends or interest payable on
    securities of the Corporation and the investment of additional optional
    amounts in 



  
  
   
     

   

  

                                                                                                                                                                                                                                                                                                                                                                                                                        
20




 
  
    Common Shares under such plan. All calculations under this Section 7
    shall be made to the nearest cent (with $.005 being rounded upward) or to
    the nearest one-tenth of a share (with .05 of a share being rounded upward),
    as the case may be. Anything in this paragraph (e) to the contrary
    notwithstanding, the Corporation shall be entitled, to the extent permitted
    by law, to make such reductions in the Conversion Price, in addition to
    those required by this paragraph (e), as it in its discretion shall
    determine to be advisable in order that any stock dividends, subdivision of
    shares, reclassification or combination of shares, distribution of rights,
    options or warrants to purchase stock or securities, or a distribution of
    other assets (other than cash dividends) hereafter made by the Corporation
    to its stockholders shall not be taxable or, if that is not possible, to
    diminish any income taxes that are otherwise payable because of such event.

    

  

   
 

 	Pro Rata Distribution. If the Corporation shall distribute to
   holders of its Common Shares any shares of capital stock of the Corporation
   or of any subsidiary (other than Common Shares) or evidence of its
   indebtedness or assets (excluding cash dividends or distributions paid out of
   current or accumulated earnings) or rights, options or warrants to subscribe
   for or purchase any of its securities (excluding rights, options and warrants
   to subscribe for or purchase Common Shares, which rights, options and
   warrants are referred to in and governed by subparagraph (e)(iii) above) (any
   of the foregoing being hereinafter in this subparagraph (f) called the "Securities"), then in each such case the Conversion Price shall be adjusted
   by multiplying such Conversion Price in effect immediately prior to the
   record date fixed for determination of stockholders entitled to receive such
   distribution by a fraction of which the denominator shall be the VWAP
   determined as of the record date mentioned above, and of which the numerator
   shall be such VWAP on such record date less the then fair market value at
   such record date of the portion of such assets or evidence of indebtedness so
   distributed applicable to one outstanding share of the Common Shares as
   determined by the Board of Directors in good faith. In either case the
   adjustments shall be described in a statement provided to the holder of Class
   "A" Preferred Shares of the portion of assets or evidences of indebtedness so
   distributed or such subscription rights applicable to one share of Common
   Stock. Such adjustment shall be made whenever any such distribution is made
   and shall become effective immediately after the record date mentioned above.
   

 
	Stock Dividends and Stock Splits. If the Corporation shall after
   the Issue Date (A) pay a dividend or make a distribution payable in Common
   Shares on any class of shares of capital stock of the Corporation (excluding
   any Discounted Dividend Payment payable on the Series "A" Preferred Shares
   pursuant to Section 7 hereof), (B) subdivide its outstanding Common Shares
   into a greater number of shares, (C) combine its outstanding Common Shares
   into a smaller number of shares or (D) issue any shares of capital stock by
   reclassification of its Common Shares, the Conversion Price in effect at the
   opening of business on the day following the date fixed for the determination
   of stockholders entitled to receive such dividend or distribution or at the
   opening of business on the day following the day on which such subdivision,
   combination or reclassification becomes effective, as the case may be, shall
   be adjusted so that the holder of any Series "A" Preferred Share thereafter
   surrendered for conversion shall be entitled to receive the number of Common
   Shares that such holder would have owned or have been entitled to receive
   after the happening of any of the events described above had such Series "A"
   Preferred Shares been converted immediately prior to the record date in the
   case of a dividend or distribution or the effective date in the case of a
   subdivision, combination or reclassification. An adjustment made pursuant to
   this subparagraph (g) shall become effective immediately upon the opening of
   business on the day next following the record date in the case of a dividend
   or distribution and shall become effective immediately upon the opening of
   business on the day next following the effective date in the case of a
   subdivision, combination or reclassification.

 


  	Fundamental Transaction. If the
  Corporation shall be a party to any transaction (including without limitation
  a merger, consolidation, statutory share exchange, self      
  tender  offer for all or substantially all Common Shares, sale of all or
  substantially all of the Corporation's assets or recapitalization of the
  Common Shares and excluding any transaction as to which subparagraph (d)(i) of
  this Section 7 applies) (each of the foregoing being referred to herein as a "Fundamental
  Transaction"), in each case as a result of which Common Shares shall be
  converted into the right to receive stock, securities or other property
  (including cash or any combination thereof), each Series "A" Preferred Share
  that is not converted into the right to receive stock, securities or other
  property in connection with such Fundamental Transaction shall thereafter be
  convertible into the kind and amount of shares of stock, securities and other
  property (including cash or any combination thereof) receivable upon the
  consummation of such Fundamental Transaction by a holder of that number of
  Common Shares into which one Series "A" Preferred Share was convertible
  immediately prior to such Transaction, assuming such holder of Common Shares (i)
  is not a Person with which the Corporation consolidated into or which the
  Corporation merged or which merged into the Corporation or to which such sale
  or transfer was made, as the case may be (a "Constituent Person"), or
  an affiliate of a Constituent Person and (ii) failed to exercise his or



                                                                                                                                                                                                                                                                                                                                                                                                                        
21




 
   her rights of the election, if any, as to the kind or amount of stock,
   securities and other property (including cash or any combination thereof)
   receivable upon such Fundamtal     Transaction (provided
   that if the kind or amount of stock, securities and other property (including
   cash or any combination thereof) receivable upon such Fundamental Transaction
   is not the same for each Common Share of the Corporation held immediately
   prior to such Fundamental Transaction by other than a Constituent Person or
   an affiliate thereof and in respect of which such rights of election shall
   not have been exercised ("Non-Electing Share"), then
   for the purpose of this subparagraph (g) the kind and amount of stock,
   securities and other property (including cash or any combination thereof)
   receivable upon such Fundamental Transaction by each Non-Electing Share shall
   be deemed to be the kind and amount so receivable per share by a plurality of
   the Non-Electing Shares). The provisions of this subparagraph (h) shall
   similarly apply to successive Fundamental Transactions.
   

  

 	Notice Requirement. If:
   


 
  	the Corporation shall declare a dividend (or any other distribution) on
    the Common Shares (other than in cash out of current or retained earnings);
    or
	the Corporation shall authorize the granting to the holders of the
    Common Shares of rights or warrants to subscribe for or purchase any shares
    of any class or any other rights or warrants; or
	there shall be any reclassification of the Common Shares (other than an
    event to which subparagraph (d) (ii) of this Section 7 applies) or any
    consolidation or merger to which the Corporation is a party and for which
    approval of any stockholders of the Corporation is required, or a statutory
    share exchange involving the conversion or exchange of Common Shares into
    securities or other property, or a self tender offer by the Corporation for
    all or substantially all of its outstanding Common Shares, or the sale or
    transfer of all or substantially all of the assets of the Corporation as an
    entirety and for which approval of any stockholders of the Corporation is
    required; or
	there shall occur the voluntary or involuntary liquidation, dissolution
    or winding up of the Corporation, 

    


   then the Corporation shall cause to be filed with the Transfer Agent and
   shall cause to be mailed to the holders of the Series "A" Preferred Shares at
   their addresses as shown on the stock records of the Corporation, as promptly
   as possible, but at least 15 days prior to the applicable date hereinafter
   specified, a notice stating (A) the date on which a record is to be taken for
   the purpose of such dividend, distribution or rights or warrants, or, if a
   record is not to be taken, the date as of which the holders of Common Shares
   of record to be entitled to such dividend, distribution or rights or warrants
   are to be determined or (B) the date on which such reclassification,
   consolidation, merger, statutory share exchange, sale, transfer, liquidation,
   dissolution or winding up is expected to become effective, and the date as of
   which it is expected that holders of Common Shares of record shall be
   entitled to exchange their Common Shares for securities or other property, if
   any, deliverable upon such reclassification, consolidation, merger, statutory
   share exchange, sale, transfer, liquidation, dissolution or winding up.
   Failure to give or receive such notice or any defect therein shall not affect
   the legality or validity of the proceedings described in this Section 7.

   
 


 	Notification of Transfer Agent. Whenever the Conversion Price is
   adjusted as herein provided, the Corporation shall promptly file with the
   Transfer Agent an officer's certificate setting forth the Conversion Price
   after such adjustment and setting forth a brief statement of the facts
   requiring such adjustment, which certificate shall be conclusive evidence of
   the correctness of such adjustment absent manifest error. Promptly after
   delivery of such certificate, the Corporation shall prepare a notice of such
   adjustment of the Conversion Price setting forth the adjusted Conversion
   Price and the effective date of such adjustment becomes effective and shall
   mail such notice of such adjustment of the Conversion Price to the holders of
   each Series "A" Preferred Share at such holder's last address as shown on the
   stock records of the Corporation.

   


   
  	Timing of Adjustment. In any case in which paragraph (d) of this
   Section 7 provides that an adjustment shall become effective on the day next
   following the record date for an event, the Corporation may defer until the
   occurrence of such event (A) issuing to the holder of any Series "A"
   Preferred Share converted after such record date and before the occurrence of
   such event the additional Common Shares issuable upon such conversion by
   reason of the adjustment required by such event over and above the Common
   Shares issuable upon such conversion before giving effect to such adjustment
   and (B) paying to such holder any amount of cash in lieu of any fraction
   pursuant to paragraph (c) of this Section 7.

 k.     Exceptions to
  Adjustment. There shall be no adjustment of the Conversion Price in
  case of the issuance of any shares of capital stock of the Corporation in a
  

         reorganization, acquisition or
  other similar transaction except as specifically set forth in this Section 7.
  If any action or transaction would require adjustment of the Conversion 

         Price pursuant to more than one
  paragraph of this Section 7, only one adjustment shall be made, and such 

 

                                                                                                                                                                                                                                                                                                                                                                                                                        
22



 


             adjustment
  shall be the amount of adjustment that has the highest absolute value.

  

  	Board Discretion. If the Corporation shall take any action
   affecting the Common Shares, other than action described in this Section 7,
   that in the opinion of the Board of Directors would materially adversely
   affect the conversion rights of the holders of the Series "A" Preferred
   Shares, the Conversion Price for the Series "A" Preferred Shares may be
   adjusted, to the extent permitted by law, in such manner, if any, and at such
   time, as the Board of Directors, in its sole discretion, may determine to be
   equitable in the circumstances.

   
	Adjustment to Share Reservation. The Corporation covenants that
   it will reserve and keep available, free from preemptive rights, out of the
   aggregate of its authorized but unissued Common Shares, for the purpose of
   issuance upon conversion of the Series "A" Preferred Shares, that number of
   Common Shares required by any such increase in the Conversion Price. For
   purposes of this paragraph (n), such number of Common Shares shall be
   computed as if at the time of computation all such Series "A" Preferred
   Shares were held by a single holder. The Corporation further covenants that
   any Common Shares issued upon conversion of the Series "A" Preferred Shares
   shall be validly issued, fully paid and non-assessable. Before taking any
   action that would cause an adjustment reducing the Conversion Price below the
   then-par value of the Common Shares deliverable upon conversion of the Series
   "A" Preferred Shares, the Corporation shall take any corporate action that,
   in the opinion of its counsel, may be necessary in order that the Corporation
   may validly and legally issue fully paid and non-assessable Common Shares at
   such adjusted Conversion Price. The Corporation shall use its commercially
   reasonable best efforts to list the Common Shares required to be delivered
   upon conversion of the Series "A" Preferred Shares or payable as a dividend
   on the Series "A" Preferred Shares, prior to such delivery, upon each
   national securities exchange or automated quotation market, if any, upon
   which the outstanding Common Shares are listed or quoted at the time of such
   delivery. Prior to the delivery of any securities that the Corporation shall
   be obligated to deliver upon conversion of, or the payment of a dividend on,
   the Series "A" Preferred Shares, the Corporation shall use its commercially
   reasonable best efforts to comply with all federal and state laws and
   regulations thereunder requiring the registration of such securities with, or
   any approval of or consent to the delivery thereof, by any governmental
   authority.

   


   	Transfer Taxes. The Corporation shall pay any and all documentary
   stamp or similar issue or transfer taxes payable in respect of the issue or
   delivery of Common Shares or other securities or property on conversion of
   the Series "A" Preferred Shares pursuant hereto; provided, however, that the
   Corporation shall not be required to pay any tax that may be payable in
   respect of any transfer involved in the issue or delivery of any Common
   Shares or other securities or property in a name other than that of the
   holder of the Series "A" Preferred Shares to be converted, and no such issue
   or delivery shall be made unless and until the person requesting such issue
   or delivery has paid to the Corporation the amount of any such tax or
   established, to the reasonable satisfaction of the Corporation, that such tax
   has been paid.


  Section 8. Mandatory Conversion at Option of the Corporation. 

  

   	Forced Conversion. On and after the "Mandatory Conversion Date"
   (as defined below) the Corporation shall have the option to cause the
   conversion of the Series "A" Preferred Shares, in whole or from time to time
   in part, into Common Shares. Any such conversion shall be subject to and
   effected in accordance with the provisions of Section 7 hereof (excluding
   Section 7(b)(iii)), to the extent applicable. "Mandatory Conversion Date"
   shall mean the last day of any period of twenty (20) consecutive Trading Days
   ending on or after the date the underlying shares are registered for resale
   with the Securities and Exchange Commission, in which the volume weighted
   average of the daily Current Market Price per Common Share equals or exceeds
   200% of the Conversion Price (as adjusted appropriately for stock splits,
   stock dividends and the similar events described in Section 7(g)). Any such
   determination shall be made by the Corporation and shall be evidenced by an
   officer's certificate setting forth the data supporting such determination,
   which certificate shall be conclusive evidence of such determination absent
   manifest error and filed with the Transfer Agent. If the Corporation
   exercises its right to cause the conversion of Series "A" Preferred Shares in
   whole or from time to time in part, it shall furnish notice thereof to the
   Transfer Agent and shall mail such notice to the holders of each outstanding
   Series "A" Preferred Share being converted at such holder's last address as
   shown on the stock records of the Corporation, together with a determination
   as to the number of Series "A" Preferred Shares to be converted and the
   Conversion Price with respect thereto; provided that to the extent the
   Corporation elects to cause less than all outstanding shares of Series "A"
   Preferred Shares to convert pursuant to this Section, the Corporation shall
   require holders to convert ratably based on their then-current holdings of
   the Series "A" Preferred Shares.

   


      b.   Termination of Dividend Rights.
  Notwithstanding anything to the contrary herein, the right of any Series "A"
  Preferred Shareholder to exercise any right of conversion 

          pursuant to Section 7
  hereof shall terminate upon the 



                                                                                                                                                                                                                                                                                                                                                                                                                        
23



 


 
    exercise by the Corporation of its conversion right in respect of such
    shares pursuant to Section 8(a). Notice of conversion having been mailed as
    aforesaid, from and after the date of such notice (unless the Corporation
    shall fail to convert the Series "A" Preferred Shares in accordance with
    this Section 8), (i) except as expressly provided in Section 7 hereof,
    dividends on the Series "A" Preferred Shares so called for conversion shall
    cease to accrue, (ii) all rights of the holders of Series "A" Preferred
    Shares shall cease (except the right to receive the Common Shares issuable
    upon conversion and any dividends on the Series "A" Preferred Shares as
    provided in Section 7 hereof (excluding Section 7(b) (iii)) and (iii) such
    Series "A" Preferred Shares shall no longer be deemed to be outstanding.

    

  
 



  Section 9. Mandatory Redemption. 

  


  

   	Holder Redemption Events. A "Redemption Event" means any one or
   more of the following events (whatever the reason and whether it shall be
   voluntary or involuntary or effected by operation of law or pursuant to any
   judgment, decree or order of any court, or any order, rule or regulation of
   any administrative or governmental body):


  	the "Maturity Date" of the Series "A" Preferred Shares having occurred,
   being five years from the Issue Date;
	the failure of the Registration Statement to be declared effective by the
   Securities and Exchange Commission on or prior to the 180th day after the
   Issue Date; provided, that if the Corporation has responded to all Commission
   comment letters on such registration statement within 10 days of receipt,
   then no Triggering Event shall be deemed to have occurred;
	the Corporation shall fail to have available a sufficient number of
   authorized and unreserved shares of Common Share to issue to such Holder upon
   a conversion hereunder;
	the Corporation provides written notice (or otherwise indicates) to any
   holder of Series "A" Preferred Shares, or states by way of public
   announcement distributed via a press release, at any time, of its intention
   not to issue, or otherwise refuses to issue, Common Shares to any holder of
   Series "A" Preferred Shares upon conversion in accordance with the terms of
   this Certificate of Designation;
	the Corporation or any subsidiary of the Corporation shall make an
   assignment for the benefit of creditors, or apply for or consent to the
   appointment of a receiver or trustee for it or for a substantial part of its
   property or business, or such a receiver or trustee shall otherwise be
   appointed;
	bankruptcy, insolvency, reorganization or liquidation proceedings or
   other proceedings for the relief of debtors shall be instituted by or against
   the Corporation or any subsidiary of the Corporation and if instituted
   against the Corporation or any subsidiary of the Corporation by a third
   party, shall not be dismissed within seventy-five (75) days of their
   initiation;
	the Corporation shall redeem more than a de minimis number of Junior
   Shares;
	a Change of Control Transaction; or
	the Common Shares shall fail to be listed or quoted for trading on a
   Trading Market for more than five (5) Trading Days, which need not be
   consecutive Trading Days. 


 

 


              
 b.    Redemption Notice. Upon the occurrence of any such
 Redemption Event other than clause 9(a)(i) (i.e., upon Maturity Date, in which
 case clause 9(c) shall apply), each holder 

                    
 of shares of Series "A" Preferred Shares shall thereafter have the option,
 exercisable in whole or in part at any time and from time to time by delivery
 of a written notice to such 

                    
 effect (a "Redemption Notice") to the Corporation while such Redemption
 Event continues, to require the Corporation to purchase for cash any or all of
 the then outstanding 

                    
 shares of Series "A" Preferred Shares held by such holder for an amount per
 share equal to the Redemption Amount (as defined in subsection 9(d) below) in
 effect at the time of 

                    
 the redemption hereunder.  For the avoidance of doubt, the occurrence of
 any event described in clauses (iii), (iv), (vii), and (viii) above shall
 immediately constitute a Redemption 

                    
 Event and there shall be no cure period.  Upon the Corporation's receipt
 of any Redemption Notice hereunder (other than during the five trading day
 period following the 

                    
 Corporation's delivery of a Redemption Announcement (as defined below) to all
 of the holders in response to the Corporation's initial receipt of a Redemption
 Notice from a 

                    
 holder of Series "A" Preferred Shares), the Corporation shall immediately (and
 in any event within one business day following such receipt) deliver a written
 notice (a "Redemption 

                    
 Announcement") to all holders of Series "A" Preferred Shares stating the
 date upon which the Corporation received such Redemption Notice and the amount
 of Series "A" 

                   
 Preferred Shares covered thereby.  The Corporation shall not redeem any
 shares Series "A" Preferred Shares during the five trading day period following
 the delivery of a required 

                   
 Redemption Announcement hereunder.  At any time and from time to time
 during such five trading day period, each holder of Series "A" Preferred Shares
 may request (either orally 

                   
 or in writing) information from the Corporation with respect to the instant
 redemption (including, but not limited to, the aggregate number of shares of
 Series "A" Preferred Shares 

                   
 covered by Redemption Notices received by the 

                                                                                                                                                                                                                                                                                                                                                                                                                        
24



 
            Corporation) and the
  Corporation shall furnish (either orally or in writing) as soon as practicable
  such requested information to such requesting holder.

  

   
   	Mandatory Redemption. On the Maturity Date, the Corporation shall
   redeem all outstanding shares of Series "A" Preferred Shares, to the extent
   it has funds legally available therefore, at the redemption price of 120% of
   the Liquidation Preference thereof, plus an amount equal to the dividends
   unpaid thereon, if any, whether or not declared, to the redemption date.

 
	Redemption Amount. The "Redemption Amount" with respect to
   a share of Series "A" Preferred Shares (other than upon the Maturity Date)
   means an amount equal to the greater of:

    


 



   
   	 	(i)	
     __V__
	 	x	 	M	
     =
	 Redemption
     Amount
	 	 	
     C P
	 	 
	 	 	
      
	 	 	 	 	 	 
	
     Or: 
	(ii)	
     V
	 	x	 	R	 =	 Redemption Amount
	 	 	
      
	 	 	 	 	 	 


   
   

   
   
   
    
   where:

   
   "V" means the Liquidated Preference plus all accrued but unpaid
   dividends thereon through the date of payment of the Redemption Amount;

   "CP" means the Conversion Price in effect as of the date of the
   Redemption Notice;

   "M" means the highest VWAP of Common Shares during the period
   beginning on the date on which the Corporation receives the Redemption Notice
   and ending on the date immediately preceding the date of payment of the
   Redemption Amount; and

   "R" means 120%


    

	Redemption Defaults. If the Corporation fails to pay any holder
   the Redemption Amount with respect to any share of Series "A" Preferred
   Shares within five business days after its receipt of a Redemption Notice,
   then the holder of Series "A" Preferred Shares entitled to redemption shall
   be entitled to interest on the price payable upon Redemption at a per annum
   rate equal to the lower of eighteen percent (18%) and the highest interest
   rate permitted by applicable law from the date on which the Corporation
   receives the Redemption Notice until the date of payment of the Redemption
   Amount hereunder. In the event the Corporation is not able to redeem all of
   the shares of Series "A" Preferred Shares subject to Redemption Notices
   delivered prior to the date upon which such redemption is to be effected, the
   Corporation shall redeem shares of Series "A" Preferred Shares from each
   holder pro rata, based on the total number of shares of Series "A" Preferred
   Shares outstanding at the time of redemption included by such holder in all
   Redemption Notices delivered prior to the date upon which such redemption is
   to be effected relative to the total number of shares of Series "A" Preferred
   Shares outstanding at the time of redemption included in all of the
   Redemption Notices delivered prior to the date upon which such redemption is
   to be effected.


  

  
  
  Section 10. Permissible Distributions. In determining whether a
  distribution (other than upon liquidation, dissolution or winding up), whether
  by dividend, or upon redemption or other acquisition of shares or otherwise,
  is permitted under Delaware law, amounts that would be needed, if the
  Corporation were to be dissolved at the time of the distribution, to satisfy
  the preferential rights upon dissolution of holders of shares of any class or
  series of capital stock whose preferential rights upon dissolution are
  superior or prior to those receiving the distribution shall not be added to
  the Corporation's total liabilities.

  

  
  Section 11. Ranking. All other class or series of shares of capital
  stock of the Corporation shall be deemed to rank junior to the Series "A"
  Preferred Shares, as to the payment of dividends and on the distribution of
  assets upon liquidation, dissolution or winding up, as the case may be. The
  Series "A" Preferred Shares shall rank in preference and priority to the
  holders of shares of such stock or series, and such stock or series shall not
  in either case rank prior to the Series "A" Preferred Shares. 

  
  Section 12. Voting. The holders of Series "A" Preferred Shares shall
  have the following voting rights:

  
     a.     Subject to the provision for
  adjustment hereinafter set forth, each Series "A" Preferred Share shall
  entitle the holder thereof to one vote on all matters submitted to a vote  
  

           of the stockholders
  of the Corporation. In the event the Corporation shall at any time after the
  Issue Date (i) declare any dividend on outstanding shares of 



                                                                                                                                                                                                                                                                                                                                                                                                                        
25




             Common Share
  payable in Common Shares, (ii) subdivide outstanding Common Shares or (iii)
  combine the outstanding Common Shares into a smaller number of shares, 

           then in each such
  case the number of votes per share to which holders of Series "A" Preferred
  Shares were entitled immediately prior to such event shall be adjusted by 

           multiplying such
  number by a fraction the numerator of which shall be the number of Common
  Shares outstanding immediately after such event and the denominator of which
  

           shall be the number
  of Common Shares that were outstanding immediately prior to such event.

  	Except as otherwise provided herein or by law, the holders of Series "A"
   Preferred Shares and the holders of Common Shares shall vote together as one
   class on all matters submitted to a vote of stockholders of the Corporation.

 
	The holders of Series "A" Preferred Shares, voting separately as a class,
   shall have the right to elect two Directors. The number of Directors shall
   not be increased or decreased beyond seven except as approved by a vote of
   the holders of Series "A" Preferred Stock as herein provided.

 
	So long as any shares of Series "A" Preferred Share are outstanding, the
   Corporation shall not, without the affirmative vote of the holders of the
   Series "A" Preferred Share then outstanding:




  
  
  	increase or decrease the authorized number of shares of common or
   preferred stock of the Corporation;
	alter or change the rights, preferences or privileges of the Series "A"
   Preferred Shares, or increase the authorized number of shares of Series "A"
   Preferred Shares;
	alter or change the rights, preferences or privileges of any capital
   stock of the Corporation so as to affect adversely the Series "A" Preferred
   Shares;
	create or issue any securities senior to or Pari Passu to the
   Series "A" Preferred Shares; 
	create (by reclassification or otherwise) any new class or series of
   shares of the Corporation;
	redeem any shares of common stock or preferred stock (other than pursuant
   to stock incentive agreements with service providers giving the Corporation
   the right to repurchase shares upon the termination of services);
	enter into any transaction which results in any merger, other corporate
   reorganization, sale of control, or any transaction in which all or
   substantially all of the assets of the Corporation are to be sold;
	amend or waive any provision of the Corporation's constating documents
   (Certificate of Incorporation, Articles, or Bylaws); 
	increase or decrease the authorized size of the Corporation's board of
   directors;
	redeem, repurchase or otherwise acquire, or declare or pay any cash
   dividend or distribution on, any Junior Shares. Notwithstanding the
   foregoing, the Corporation shall, without the prior approval of the holders
   of the Series "A" Preferred Shares, be entitled to repurchase Junior Shares
   from employees of the Corporation in connection with employee compensation
   plans approved by the Corporation's Board of Directors;;
	take any action that results in borrowing in excess of the amount raised
   by the Corporation from the issuance of the Series "A" Preferred Shares
   without consent of the holders of the Series "A" Preferred Shares, which
   consent shall not be unreasonably withheld;
	increase the par value of the Common Shares;
	take any action that results in the creation of any lien or encumbrance
   on the assets of the Corporation (other than in favor of the holders of
   Series "A" Preferred Shares);
	change the Corporation's principal line of business;
	acquire directly or indirectly any other business or material assets, or
	sublicense or transfer any intellectual property of the Corporation
   without consent of the holder of the Series "A" Preferred Shares, which
   consent shall not be unreasonably withheld. 


  

  	To the extent that the vote of the holders of the Series "A" Preferred
   Shares, voting separately as a class or series, as applicable, is permitted
   or required to authorize a given action of the Corporation, the affirmative
   vote or consent of the holders of at least a majority of the then outstanding
   shares of the Series "A" Preferred Shares represented at a duly held meeting
   at which a quorum is present or by written consent of the Majority Holders
   (except as otherwise may be required under the DGCL) shall constitute the
   approval of such action by the class or series.


  

  
  

  
  
      f.    If in connection with any
  Liquidation Event, the holders of the Series "A" Preferred Shares are entitled
  to vote to approve such Liquidation Event as a class, then the holders 

          of such Series "A"
  Preferred Shares shall agree to vote their shares in favor of the Liquidation
  Event, conditioned on the receipt by all holders of Series "A" 

 

                                                                                                                                                                                                                                                                                                                                                                                                                        
26



                               
  Preferred Shares of their respective Liquidation Preference, in full.

  

  
   	Notwithstanding any other provision of this Section 12, in the event that
   it is determined by Nasdaq or any other securities regulator (after full
   process, including any appeal process available to the Corporation) that the
   voting provisions set forth in this Section 12 violate or conflict with Rule
   4351 of the National Association of Securities Dealers, Inc. ("NASD"),
   or any successor or similar rule, or the rules or regulations of any other
   securities exchange on which the Common Shares are then listed or traded,
   then the manner of voting and/or number of votes to which each share of
   Series "A" Preferred Share is entitled shall be modified and/or reduced to
   the extent required to comply with such rule.
	Except as set forth herein, holders of Series "A" Preferred Shares shall
   have no special voting rights and their consents shall not be required
   (except to the extent they are entitled to vote with holders of Common Shares
   as set forth herein) for taking any corporate action.




  
  Section 13. Record Holders. The Corporation and the Transfer Agent may
  deem and treat the record holder of any Series "A" Preferred Shares as the
  true and lawful owner thereof for all purposes, and neither the Corporation
  nor the Transfer Agent shall be affected by any notice to the contrary.

  
  Section 14. No Preemptive Rights. Except as may otherwise be required
  by law, the Series "A" Preferred Shares shall not have any powers, preferences
  and relative participating, optional or other special rights, other than those
  specifically and expressly set forth in this Certificate of Designation and in
  the Corporation's Certificate of Incorporation, as amended. The Series "A"
  Preferred Shares shall have no preemptive or subscription rights.

  
  Section 15. Miscellaneous. 

   
   
    	Notices. Any and all notices or other communications or deliveries to
   be provided by the Holder hereunder, including, without limitation, any
   Notice of Conversion, shall be in writing and delivered personally, by
   facsimile, sent by a nationally recognized overnight courier service,
   addressed to the Transfer Agent with a copy to the Corporation to the
   attention of the Chief Executive Officer at its principal executive offices
   or such other address or facsimile number as the Corporation may specify for
   such purposes by notice to the holders of Series "A" Preferred Shares
   delivered in accordance with this Section. Any and all notices or other
   communications or deliveries to be provided by the Corporation hereunder
   shall be in writing and delivered personally, by facsimile, sent by a
   nationally recognized overnight courier service addressed to each holder of
   Series "A" Preferred Shares at the facsimile telephone number or address of
   such holder appearing on the books of the Corporation, or if no such
   facsimile telephone number or address appears, at the principal place of
   business of the holder of Series "A" Preferred Shares. Any notice or other
   communication or deliveries hereunder shall be deemed given and effective on
   the earliest of (i) the date of transmission, if such notice or communication
   is delivered via facsimile at the facsimile telephone number specified in
   this Section prior to 5:30 p.m. (New York City time), (ii) the date after the
   date of transmission, if such notice or communication is delivered via
   facsimile at the facsimile telephone number specified in this Section later
   than 5:30 p.m. (New York City time) on any date and earlier than 11:59 p.m.
   (New York City time) on such date, (iii) the second Business Day following
   the date of mailing, if sent by nationally recognized overnight courier
   service, or (iv) upon actual receipt by the party to whom such notice is
   required to be given. 

   
	No Pre-emptive Rights.  The holders of the Class "A" Preferred
   Shares are not entitled to a right of first refusal to subscribe for,
   purchase or receive any part of any issue of shares, bonds, debentures or
   other securities of the Corporation now or in the future. 

 
	Absolute Obligation. Except as expressly provided herein, no
   provision of this Certificate of Designation shall alter or impair the
   obligation of the Corporation, which is absolute and unconditional, to pay
   the liquidated damages (if any) on, the shares of Series "A" Preferred Share
   at the time, place, and rate, and in the coin or currency, herein prescribed.
   

 
	Lost or Mutilated Series "A" Preferred Share Certificate.
   If a holder's Series "A" Preferred Share certificate shall be
   mutilated, lost, stolen or destroyed, the Corporation shall execute and
   deliver, in exchange and substitution for and upon cancellation of a
   mutilated certificate, or in lieu of or in substitution for a lost, stolen or
   destroyed certificate, a new certificate for the shares of Series "A"
   Preferred Share so mutilated, lost, stolen or destroyed but only upon receipt
   of evidence of such loss, theft or destruction of such certificate, and of
   the ownership hereof, and indemnity, if requested, all reasonably
   satisfactory to the Corporation. 




                                                                                                                                                                                                                                                                                                                                                                                                                        
27




  

   	Governing Law. All questions concerning the construction, validity,
   enforcement and interpretation of this Certificate of Designation shall be
   governed by and construed and enforced in accordance with the internal laws
   of the State of Delaware, without regard to the principles of conflicts of
   law thereof. Each party agrees that all legal proceedings concerning the
   interpretations, enforcement and defense of the transactions contemplated by
   any of the Transaction Documents (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 of the Transaction
   Documents), 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. Each party hereby irrevocably waives
   personal service of process and consents to process being served in any such
   suit, action or proceeding by mailing a copy thereof via registered or
   certified mail or overnight delivery (with evidence of delivery) to such
   party at the address in effect for notices to it under this Certificate of
   Designation and agrees that such service shall constitute good and sufficient
   service of process and notice thereof. Nothing contained herein shall be
   deemed to limit in any way any right to serve process in any manner permitted
   by law. Each party hereto hereby irrevocably waives, to the fullest extent
   permitted by applicable law, any and all right to trial by jury in any legal
   proceeding arising out of or relating to this Certificate of Designation or
   the transactions contemplated hereby. If either party shall commence an
   action or proceeding to enforce any provisions of this Certificate of
   Designation, then the prevailing party in such action or proceeding shall be
   reimbursed by the other party for its attorneys fees and other costs and
   expenses incurred with the investigation, preparation and prosecution of such
   action or proceeding. 



 	Waiver. Any waiver by the Corporation or the holder of Series "A"
   Preferred Shares of a breach of any provision of this Certificate of
   Designation shall not operate as or be construed to be a waiver of any other
   breach of such provision or of any breach of any other provision of this
   Certificate of Designation. The failure of the Corporation or the holder of
   Series "A" Preferred Shares to insist upon strict adherence to any term of
   this Certificate of Designation on one or more occasions shall not be
   considered a waiver or deprive that party of the right thereafter to insist
   upon strict adherence to that term or any other term of this Certificate of
   Designation. Any waiver must be in writing. 

 
	Severability. If any provision of this Certificate of Designation is
   invalid, illegal or unenforceable, the balance of this Certificate of
   Designation shall remain in effect, and if any provision is inapplicable to
   any person or circumstance, it shall nevertheless remain applicable to all
   other persons and circumstances. If it shall be found that any interest or
   other amount deemed interest due hereunder violates applicable laws governing
   usury, the applicable rate of interest due hereunder shall automatically be
   lowered to equal the maximum permitted rate of interest. 

 
	Next Business Day. Whenever any payment or other obligation hereunder
   shall be due on a day other than a Business Day, such payment shall be made
   on the next succeeding Business Day. 

 
	Headings. The headings contained herein are for
   convenience only, do not constitute a part of this Certificate of Designation
   and shall not be deemed to limit or affect any of the provisions hereof. 


   

  
  IN WITNESS WHEREOF, NorthTech Corporation caused this certificate to be
  signed by its Chief Executive Officer this ____ day of October, 2006.

  
   

  
  NORTHTECH CORPORATION

  
   

   

  
  Per:

  Cecelia Pineda

  Chief Executive Officer



                                                                                                                                                                                                                                                                                                                                                                                                                        
28




 
  ANNEX A

  
  

  
  NOTICE OF ELECTION TO CONVERT

  
  (To be Executed by the Registered Holder in order to Convert Shares of
  Series "A" Preferred Stock) 

  The undersigned hereby elects to convert the number of shares of Series "A"
  Convertible Preferred Stock indicated below, into shares of common stock, par
  value $0.001 per share (the "Common Stock"), of NorthTech Corporation, a
  Nevada Corporation to be continued into Delaware (the "Corporation"),
  according to the conditions hereof, as of the date written below. If shares
  are to be issued in the name of a person other than undersigned, the
  undersigned will pay all transfer taxes payable with respect thereto and is
  delivering herewith such certificates and opinions as reasonably requested by
  the Corporation in accordance therewith. No fee will be charged to the Holder
  for any conversion, except for such transfer taxes, if any. 

  
  Conversion calculations: 

  Date to Effect Conversion: _____________________________________________
  

  Number of shares of Preferred Stock owned prior to Conversion:__________
  

  Number of shares of Preferred Stock to be Converted:____________________
  

  Stated Value of shares of Preferred Stock to be Converted:______________
  

  Number of shares of Common Stock to be Issued: _________________________
  

  Applicable Conversion Price:____________________________________________
  

  Number of shares of Preferred Stock subsequent to Conversion:___________
  

  
   

  HOLDER: ____________________________

   

  By:___________________________________ 

  Name: ________________________________

  Title: _________________________________

 




                                                                                                                                                                                                                                                                                                                                                                                                                        
29



   

  
  SCHEDULE "A"

  CERTIFICATION OF US PURCHASERS

  
  Capitalized terms not specifically defined in this Certification have the
  meaning ascribed to them in the Subscription Agreement to which this Schedule
  is attached. In the event of a conflict between the terms of this
  Certification and such Subscription Agreement, the terms of this Certification
  shall prevail.

  In addition to the covenants, representations and warranties contained in
  the Subscription Agreement to which this Schedule A is attached, the
  undersigned (the A Purchaser@
  ) covenants, represents and warrants to the Corporation that:

  	The Purchaser is (i) a US Person and (ii) authorized to consummate the
   purchase of the Shares.

 
	The Purchaser has such knowledge and experience in financial and business
   matters as to be capable of evaluating the merits and risks of an investment
   in the Shares and it is able to bear the economic risk of loss of its entire
   investment.

 
	The Corporation has provided to it the opportunity to ask questions and
   receive answers concerning the terms and conditions of the offering and it
   has had access to such information concerning the Corporation as it has
   considered necessary or appropriate in connection with its investment
   decision to acquire the Shares, including access to the Corporation=
   s public filings available on the Internet at 
   www.sec.gov and that any answers to questions and any requests for
   information have been complied with the Purchaser=
   s satisfaction.

 
	The Purchaser is acquiring the Shares for its own account, for investment
   purposes only and not with a view to any resale, distribution or other
   disposition of the Shares in violation of the United States securities laws.

 
	The address of the Purchaser set out on Page 1 of the Subscription
   Agreement is the true and correct address of the Purchaser and can be relied
   on by the Corporation and the Agent for purposes of State blue sky laws.

 
	The Purchaser understands (i) the Shares have not been and will not be
   registered under the 1933 Act, or the securities laws of any State in the US;
   (ii) the sale contemplated hereby is being made in reliance on an exemption
   from such registration requirements; (iii) subject to certain exceptions
   provided under the 1933 Act, the Shares may not be transferred or exercised
   in the US or by or on behalf of a US Person unless such Securities, as
   applicable, are registered under the 1933 Act and applicable State securities
   laws or unless an exemption from such registration requirements is available.

 
	The Purchaser satisfies one or more of the categories indicated below
   (please handwrite your initials on the appropriate line):


  
  
      a. ______ the Purchaser is purchasing the Shares in an
        A offshore transaction@
        as defined in, and pursuant to, Regulation S on the basis was not
        offered the Shares in the US and did not execute or deliver the
        Subscription Agreement in the US; or

        b. ______ the Purchaser is an A
        accredited investor@ as
        defined in Rule 501 of Regulation D of the 1933 Act by virtue of meeting
        one of the following criteria (please handwrite your initials on the
        appropriate line):

       
      
                                                                                                                                                                                                                                                                                                                                                                                                                          
  

                                                                                                                                                                                                                                                                                                                                                                                                                        
30




 
  
            i. ______ An organization described in Section 501(c)(3) of the
            US Internal Revenue Code, a corporation, a Massachusetts or similar
            business trust or partnership, not formed for the specific purpose
            of acquiring the Shares, with total assets in excess of US $
            5,000,000; or

            ii. ______ A trust that (a) has total assets in excess of US $
            5,000,0000; (b) was not formed for the specific purpose of acquiring
            the Shares; and (c) is directed in its purchases of the Shares by a
            person who has such knowledge and experience in financial and
            business matters that he/she is capable of evaluating the merits and
            risks of an investment in the Shares; or

            iii. ______ An investment company registered under the 
            Investment Company Act of 1940 or a business development company
            as defined in Section 2(a)(48) of that Act; or

            iv. ______ A Small Business Investment Company licensed by the US
            Small Business Administration under Section 301 (c) or (d) of the 
            Small Business Investment Act of 1958; or

            v. ______ A private business development company as defined in
            Section 202(a)(22) of the Investment Advisors Act of 1940; or
            

            vi. ______ The Purchaser is a natural person whose total personal
            net work, either individually or jointly with such person's spouse,
            at the time of purchase, exceeds US $ 1,000,000; or

            vii. ______ The Purchaser is a natural person who had individual
            income in excess of US $ 200,000, or joint income with the person's
            spouse in excess of US $ 300,000, in each of the two most recent
            years and reasonably expects to reach the same income level in the
            current year; or

            viii. ______ An entity in which all of the equity owners satisfy
            the requirements of one or more of the foregoing categories.

            

           

 



  	The Purchaser has not purchased the Shares as a result of any form of
   general solicitation or general advertising (as those terms are used in
   Regulation D under the 1933 Act), including advertisements, articles, notices
   or other communications published in any newspaper, magazine or similar media
   or broadcast over radio or television, or other form of telecommunications,
   including electronic display, or any seminar or meeting whose attendees have
   been invited by general solicitation or general advertising.

   

   
	If the Purchaser decides to offer, sell or otherwise transfer any of the
   Shares it will not offer, sell or otherwise transfer any of such securities
   directly or indirectly, unless:

   


  
   	the sale is to the Corporation;

    
	the sale is made outside of the US in a transaction meeting the
   requirements of Rule 904 of Regulation S and in compliance with local laws
   and regulations;

    
	the sale is made pursuant to the exemption from registration requirements
   under the 1933 Act provided by Rule 144 thereunder and in accordance with any
   applicable State securities laws or "blue sky" laws;

    
	the sale is to an institutional "accredited investor" as defined in Rule
   501(a)(1), (2), (3), or (7) under the 1933 Act and a purchaser's letter
   containing the same representations, warranties and agreements as those
   contained in this certification, and satisfactory to the Corporation, is
   executed by the purchaser and delivered to the Corporation prior to the sale;
   or

    
	the securities are sold in a transaction that does not require
   registration under the 1933 Act or any applicable State laws and regulations
   governing the offer and sale of securities, and it has prior to such sale
   furnished to the Corporation an opinion of counsel reasonably satisfactory to
   the Corporation stating that such transaction is exempt from registration
   under applicable securities laws and that the legend may be removed.

    




    11.   The Purchaser acknowledges that the Purchaser has
  not purchased the Securities as a result of, an will not engage in, any
  "direct selling effort" (as defined in Regulation S 

          under the 1933 Act) in
  the US in respect of the 

                                                                                                                                                                                                                                                                                                                                                                                                                        
31



            Securities which
  would include any activities undertaken for the purpose of, or that could be
  reasonably expected to have the effect of, conditioning the market in the US
  for 

          the resale of the
  Securities; provided however that the Purchaser may sell or otherwise dispose
  of any of the Securities pursuant to registration of the Securities under the
  

          1933 Act and any
  applicable State securities laws or under an exemption from such registration
  requirements and as otherwise provided herein; and

  

  	The certificate representing the securities issued hereunder, as well as
   all certificates issued in exchange for or in substitution of the foregoing,
   until such time as it is no longer required under the applicable requirements
   of the 1933 Act or applicable State securities laws, will bear on the face of
   such certificate, the following legend or similar worded legend:
   A THE SECURITIES REPRESENTED BY
   THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF
   1933, AS AMENDED (THE "1933 ACT") OR OTHER APPLICABLE SECURITIES LAWS. THESE
   SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
   DISTRIBUTION OR RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
   TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATIONS S,
   RULE 901 THROUGH RULE 905, AND PRELIMINARY NOTES UNDER THE 1933 ACT OR (2)
   PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
   1933 ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT. HEDGING
   TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
   COMPLIANCE WITH THE1933 ACT. @ 

   

   

	The Purchaser understands and agrees that there may be material tax
   consequences to the Purchaser of an acquisition or disposition of the Shares.
   The Corporation gives no opinion and makes no representation with respect to
   the tax consequences to the Purchaser under United States, State, local or
   foreign tax law of the undersigned's acquisition or disposition of such
   Shares.

   

   
	The Purchaser consents to the Corporation making a notation on its
   records or giving instructions to any transfer agent of the Corporation in
   order to implement the restrictions on transfer set forth and described in
   this Certification and Subscription Agreement.



 
  
  

  

  
  DATED ______________, 2006.

  
   

   

  
  
              X _______________________________________

              Signature of individual or Authorized Signatory

              

              _________________________________________

              Name of Purchaser (please print)

              

              _________________________________________

              Name of authorized signatory (please print)

              

              _________________________________________

              Address of Purchaser (residence if an individual)

              

              _________________________________________

              Telephone Number

              

              _________________________________________

              E-Mail Address

              
               

             
            
           
          
         
        
       
      
     
    
   
  
 




                                                                                                                                                                                                                                                                                                                                                                                                                        
32




 
  
   SCHEDULE "B"

   CANADIAN CERTIFICATE OF ACCREDITED INVESTORS

   
   To: NorthTech Corporation

   Re: Subscription for Securities of Corporation

   
   The undersigned Purchaser/ officer of the Purchaser (or in the case of a
   trust, the trustee or an officer of the trustee of the trust) hereby
   certifies that:

   	he or she has read the Subscription Agreement and understands that the
    offering of Shares is being made on a prospectus exempt basis; and

 
	the Purchaser is an accredited investor as defined in Regulation 45-106,
    by virtue of being:


   
   (please handwrite your initials on the appropriate line)

  

 





 
 	____	a.	a bank listed in
   Schedule I or II of the Bank Act (Canada) or an authorized foreign
   bank listed in Schedule III of that Act;
	
	
	____	b.	the Business Development
   Bank of Canada incorporated under the Business Development Bank of Canada
   Act (Canada);
	
	
	____	c.	a loan corporation or
   trust corporation registered under the Loan and Trust Corporations Act 
   (Ontario) or under the Trust and Loan Companies Act (Canada), or under
   comparable legislation in any other jurisdiction;

   
	
	
	____	d.	a co-operative credit
   society, credit union central, federation of caisses populaires, credit union
   or league, or regional caisse populaire, or an association under the 
   Cooperative Credit Associations Act (Canada), in each case, located in
   Canada;
	
	
	
	____	e.	a company licensed to do
   business as an insurance company in any jurisdiction;
	
	____	f.	a subsidiary entity of
   any person or company referred to in paragraph (a), (b), (c), (d) or (e),
   where the company owns all of the voting shares of the subsidiary entity;
	
	
	____	g.	a person or company
   registered under the Securities Act (Ontario) or securities
   legislation in another jurisdiction as an adviser or dealer, other than a
   limited market dealer;
	
	
	____	h.	the government of Canada
   or of any jurisdiction, or any crown corporation, instrumentality or agency
   of a Canadian federal, provincial or territorial government;
	
	
	____	i.	any Canadian
   municipality or any Canadian provincial or territorial capital city;
	
	____	j.	any national, federal,
   state, provincial, territorial or municipal government of or in any foreign
   jurisdiction, or any instrumentality or agency thereof;
	
	
	____	k	a pension fund that is
   regulated by either the Office of the Superintendent of Financial
   Institutions (Canada) or a provincial pension commission or similar
   regulatory authority;

	
	
	____	l.	a registered charity
   under the Income Tax Act (Canada);
	
			


 


 

                                                                                                                                                                                                                                                                                                                                                                                                                        
33



 


 
 	 ____
	m.	an individual who
   beneficially owns, or who together with a spouse beneficially own, financial
   assets having an aggregate realizable value that, before taxes but net of any
   related liabilities, exceeds CAD$ 1,000,000;
	
	
	
	____	n	an individual whose net
   income before taxes exceeded CAD$ 200,000 in each of the two most recent
   years or whose net income before taxes combined with that of a spouse
   exceeded CAD$ 300,000 in each of those years and who, in either case, has a
   reasonable expectation of exceeding the same net income level in the current
   year;
	
	
	
	
	____	o	an individual who has
   been granted registration under the Securities Act (Ontario) or securities
   legislation in another jurisdiction as a representative of a person or
   company referred to in paragraph (g), whether or not the individual's
   registration is still in effect;
	
	
	
	____	p	a Corporation that is
   acquiring securities of its own issue;
	
	____	q	a company, limited
   partnership, limited liability partnership, trust or estate, other than a
   mutual fund or non-redeemable investment fund, that had net assets of at
   least CAD$ 5,000,000 as reflected in its most recently prepared financial
   statements;
	
	
	
	____	r	a person or company that
   is recognized by the British Columbia Securities Commission as an Accredited
   Investor;
	
	
	____	s	a mutual fund or
   non-redeemable investment fund that, in Ontario, distributes its securities
   only to persons or companies that are Accredited Investors;
	
	
	____	t	a mutual fund or
   non-redeemable investment fund that, in Canada, distributes its securities
   under a prospectus for which a receipt has been granted by the Director (as
   defined in the applicable Securities Act(s)) or, if it has ceased
   distribution of its Securities, has previously distributed its securities in
   this manner;
	
	
	
	
	____	u	a fully managed account
   if it is acquiring a security that is not a security of a mutual fund or
   non-redeemable investment fund;
	
	
	____	v	an account that is fully
   managed by a trust corporation registered under the Loan and Trust
   Corporations Act (Ontario) or under the Trust and Loan Companies Act
   (Canada) or under comparable legislation in any other jurisdiction;

	
	
	
	____	w	an entity organized
   outside of Canada that is analogous to any of the entities referred to in
   paragraphs (a) through (g) and paragraph (k) in form and function; or**
	
	
	____	x	a person or company in
   respect of which all of the owners of interests, direct or indirect, legal or
   beneficial, are persons or companies that are Accredited Investors; or
	
	


 




 
   

  _________________________________________

  1            NI
  45-106 defines the term (i) "financial assets" as cash, securities, or any
  contract of insurance or deposit or evidence thereof that is not a security
  for the purposes of NI 45-106 (ii) "related liabilities" as

   liabilities incurred or assumed for the purpose of financing the
  acquisition or ownership of financial assets and liabilities
  that are secured by financial assets, (iii) "managed account" as
  an investment portfolio account of a client established in writing with a
  portfolio adviser who makes investment decisions for the account and has full
  discretion to trade in securities of the account without requiring the
  client's express consent to a transaction, and (iv) "spouse" as, in relation
  to an individual, another individual to whom that individual is married, or
  another individual of the opposite sex or the same sex with whom that
  individual is living in a conjugal relationship outside marriage. Terms used
  herein which are defined in National Instrument 14-101 ("NI 14-101") as
  adopted by the Ontario Securities Commission have the meaning given to them in
  NI 14-101 and terms used herein which are defined in the Act have the meaning
  given to them in the Act.

            Reference should be
  made to NI 45-106 itself for its complete text, including other definitions,
  and to the Companion Policy to the NI 45-106 for matters of interpretation and
  application.

  
  2           If
  individual Accredited Investors wish to purchase through wholly-owned holding
  companies or similar entities, such purchasing entities must qualify under
  section (aa), above, which must be checked.

 




                                                                                                                                                                                                                                                                                                                                                                                                                        
34




 
  Notes:

  The statements made in this Schedule are true.

  DATED ______________, 2006.

  
   

  
                                                                                                                                        
  X _______________________________________

                                                                                                                                      
  Signature of individual or Authorized Signatory

  

                                                                                                                                                                                     
  _______________________________________________

                                                                                                                                                                                   
  Name of Purchaser (please print)

  

                                                                                                                                                                                     
  _______________________________________________

                                                                                                                                                                                     
  Name of authorized signatory (please print)

  

                                                                                                                                        
  _________________________________________

                                                                                                                                     
  Address of Purchaser (residence if an individual)

  

                                                                                                                                                                                    
  _________________________________________

                                                                                                                                       
  Telephone Number

  

                                                                                                                                       
  _________________________________________

                                                                                                                                       
  E-Mail Address

 




                                                                                                                                                                                                                                                                                                                                                                                                                        
35




 
  SCHEDULE "C"

  RISK ACKNOWLEDGEMENT

  

  Form 45-106F4

  
  
   
   	
     

     
     Risk Acknowledgement

      
      	I acknowledge that this is a risky investment.
	I am investing entirely at my own risk.
	No securities regulatory authority has evaluated or
      endorsed the merits of these securities or the disclosure in the offering
      memorandum.
	The person selling me these securities is not registered with
      a securities regulatory authority and has no duty to tell me whether this
      investment is suitable for me. 
	I will not be able to sell these securities except in very limited
      circumstances. I may never be able to sell these securities. 
	I could lose all the money I invest.


     I am investing $____________ [total consideration] in total; this
     includes any amount I am obliged to pay in future. NorthTech Corporation
     will pay no fee or commission in connection with this investment.

     
     I acknowledge that this is a risky investment and that I could lose all
     the money I invest.

     
     ______________________                                                               
     ___________________________________

     Date                                                                              
     Signature of Purchaser

     

                                                                                      
     _______________________________

                                                                                      
     Print name of Purchaser

     Sign 2 copies of this document. Keep one copy for your records.

      



   
  

  
  
  
  
  WARNING

  You have 2 business days to cancel your purchase 

  
  To do so, send a notice to Newport Gold, Inc. stating that you want to
  cancel your purchase. You must send the notice before midnight on the 2nd
  business day after you sign the agreement to purchase the securities. You can
  send the notice by fax or email or deliver it in person to Newport Gold, Inc.
  at its business address. Keep a copy of the notice for your records.

  NorthTech Corporation

    1917 West 4th Avenue, Suite 421

    Vancouver, BC V6J 1M7

    Phone: 604-689-4088

    Fax #: 604-689-4087

    E-mail address: cecelia@investa.net

   
  
 




                                                                                                                                                                                                                                                                                                                                                                                                                        
36




  
   You are buying Exempt Market Securities

   
   They are called exempt market securities because two parts of
   securities law do not apply to them. If an issuer wants to sell exempt
   market securities to you:

 	the issuer does not have to give you a prospectus (a document that
     describes the investment in detail and gives you some legal protections),
     and
	the securities do not have to be sold by an investment dealer
     registered with a securities regulatory authority.

   There are restrictions on your ability to resell exempt market
   securities. Exempt market securities are more risky than other
   securities.

   
   You will not receive an offering memorandum .

   
   You will not receive advice 

   You will not get professional advice about whether the investment is
   suitable for you. But you can still seek that advice from a registered
   adviser or investment dealer. In Alberta, Manitoba, Northwest Territories,
   Prince Edward Island, Quebec and Saskatchewan to qualify as an eligible
   investor, you may be required to obtain that advice. Contact the Investment
   Dealers Association of Canada (website at
   www.ida.ca) for a list of registered investment dealers in your area.

   
   The securities you are buying are not listed 

   
   The securities you are buying are not listed on any stock exchange, and
   they may never be listed. You may never be able to sell these securities.

   
   The issuer of your securities is a non-reporting issuer
   

   
   A non-reporting issuer does not have to publish financial
   information or notify the public of changes in its business. You may not
   receive ongoing information about this issuer.

   For more information on the exempt market, call your local securities
   regulatory authority. 

  

  
  
   
   	
     British Columbia Securities Commission

       701 West Georgia Street

       P.O. Box 10142, Pacific Centre

       Vancouver, B.C. V7Y 1L2

       Telephone: 604-899-6500

       Fax: 604-899-6506

       Website: http://www.bcsc.bc.ca

      
     
     	 


   
  

   

  
    

   
   [Instruction: The purchaser must sign 2 copies of this form. The purchaser
   and the issuer must each receive a signed copy.]

  

  
 


                                                                                                                                                                                                                                                                                                                                                                                                                        
37



 

 


SCHEDULE "D"

CERTIFICATION OF NON-US PURCHASERS


 



 
  To: NorthTech Corporation

  Re: Subscription for Securities of Corporation

  
  The undersigned Purchaser/ officer of the Purchaser (or in the case of a
  trust, the trustee or an officer of the trustee of the trust) hereby certifies
  that:

  

  	I have read the Subscription Agreement and understand that the offering
   of Shares is being made on a prospectus exempt basis; 
	the Purchaser is not a "U.S. Person" as defined in Regulation S (as the
   same may be amended from time to time) promulgated under the Act.
	the Shares are bring purchased for the Purchaser's own account for
   investment and not with a view to the resale or distribution of the shares
   within, or to citizens or residents of, the United States of America;
	The Purchaser is not purchasing the shares for the account or benefit or
   a citizen or resident of the United States of America or any partnership or
   corporation organized or incorporated under the laws of any jurisdiction in
   the United States of America;
	At the time of execution of this Subscription Agreement, the Purchaser is
   outside the United States of America;
	The Purchaser has received or has had access to all information the
   Purchaser consider necessary or advisable in order to enable the Purchaser to
   make an informed decision concerning your purchase of the shares; and
	The Purchaser has such knowledge and experience in business and financial
   matters that you are capable of evaluating the merits and risks or investing
   in the shares, and you are able to bear the economic risk of investing in the
   shares;


  The Purchaser further understands and agrees that the Shares may not be
  offered for sale, sold, or otherwise disposed of within or to United States
  citizens or residents unless the shares are subsequently registered under the
  Act of 1933 or an exemption from registration is available. The
  certificate representing the shares will contain a restrictive legend with
  respect to the foregoing. In the event that by reason of your acquisition of
  the shares you are required to make any filings pursuant to the United States
  Securities Exchange Act of 1934, as amended, the certificate
  representing the shares will not be issued to you until all applicable filing
  requirements have been satisfied.

  The statements made in this Schedule are true.

  DATED ______________, 2006.

  
   

  
                                                                                                                              
  X _______________________________________

                                                                                                                            
  Signature of individual or Authorized Signatory

  

                                                                                                                              
  _________________________________________

                                                                                                                            
  Name of Purchaser (please print)

  

                                                                                                                              
  _________________________________________

                                                                                                                              
  Name of authorized signatory (please print)

  

                                                                                                                                                                       
  _______________________________________________

                                                                                                                                                                    
  Address of Purchaser (residence if an individual)

  

                                                                                                                             
  _________________________________________

                                                                                                                             
  Telephone Number

  

                                                                                                                             
  _________________________________________

                                                                                                                             
  E-Mail Address

 



  38