Convertible Promissory Note Purchase Agreement






Exhibit 4.1



(The Two Notes are Identical Except for Name of Purchaser)



CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT


THIS CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this "Agreement")
dated as of October ____, 2006, is entered into between NorthTech Corporation, a
Nevada corporation (the "Company" or "NorthTech"), and Bank Sal.
Oppenheim Jr. & Cie, a ____________ corporation ("Oppenheim").


WHEREAS:

            A. NorthTech, Platinum Research Organization L.P., a limited partnership
organized and existing under the laws of Texas ("Platinum"), Lubrication
Partners, a joint venture ("GP Transferor") and sole shareholder of
Platinum IP Management, Inc., a company organized and existing under the laws of
Texas and the general partner of Platinum ("PRO GP"), each person holding
a limited partnership interest in Platinum (each, a "Limited Partner")
(each Limited Partner and GP Transferor collectively, the "PRO Transferors"),
and John T. (Cork) Jaeger as the representative of all PRO Transferors and Steve
Drayton as the representative certain individuals who have agreed to invest in
NorthTech (other than the PRO Transferors) (the "Investors") have entered
into a Contribution Agreement dated October __, 2006 (the "Contribution
Agreement") which requires NorthTech to provide Platinum with a bridge loan
of $500,000 prior to closing the Contribution Agreement;

            B. NorthTech is offering a total of 5,000,000 shares of Series "A" Preferred
Stock of NorthTech at a price of US$ 0.90 per share to raise an aggregate total
of US$ 4,500,000 in support of the Contribution Agreement;

            C. Oppenheim desires to invest in NorthTech by purchasing a convertible
promissory note with an aggregate principal amount of up to $500,000 upon the
terms and subject to the conditions set forth in this Agreement, and NorthTech
desires such an investment; and

            D. Oppenheim and NorthTech have agreed to enter into a registration rights
agreement as of the date herewith in support of this Agreement.


Now therefore in consideration of the premises and
the mutual agreements and covenants herein contained, the parties hereto hereby
covenant and agree as follows:


1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following
meanings:

	"Business Day" means a day other than Saturday or Sunday, on which
 commercial banks are open for business in San Francisco, California.
	"Dollars" and the sign "$" each means lawful money of the United
 States.
	"Governmental Authority" means any United States federal, state,
 local or other governmental department, commission, board, bureau, agency,
 central bank, court, tribunal or other instrumentality or authority, domestic
 or foreign, exercising executive, legislative, judicial, regulatory or
 administrative functions of or pertaining to government.
	"Indebtedness" means: (i) all indebtedness or other obligations for
 borrowed money or for the deferred purchase price of property or services; (ii)
 all obligations evidenced by notes, bonds, debentures or similar instruments,
 including obligations so evidenced incurred in connection with the acquisition
 of property, assets or businesses; (iii) all indebtedness created or arising
 under any conditional sale or other title retention agreement with respect to
 property acquired (even though the rights and remedies of the seller or lender
 under such agreement in the event of default are limited to repossession or
 sale of such property); (iv) all obligations under capital leases; (v) all
 reimbursement or other obligations under or in respect of letters of credit and
 bankers acceptances; and (vi) all indebtedness secured by any Lien upon or in
 property owned whether or not a person assumed or became liable for the payment
 of such indebtedness.

 


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	"Lien" means any mortgage, deed of trust, pledge, security interest,
 assignment, deposit arrangement, charge or encumbrance, lien (statutory or
 other), or other preferential arrangement (including any conditional sale or
 other title retention agreement, any financing lease having substantially the
 same economic effect as any of the foregoing or any agreement to give any
 security interest).
	"Material Adverse Effect" means any event, matter, condition or
 circumstance which: (i) has or would reasonably be expected to have a material
 adverse change on NorthTech 's business, prospects, operating results or
 financial condition; (ii) would materially impair the ability of NorthTech to
 perform or observe its obligations under or in respect of the Transaction
 Documents; or (iii) materially affects the legality, validity, binding effect
 or enforceability of any of the Agreement or the Note.  
	"Note" means the Note in the principal amount of Five Hundred
 Thousand Dollars ($500,000) issued by NorthTech upon receipt of such
 amount which shall be in substantially the form attached hereto as Exhibit "A"
 and shall be issued by NorthTech to Oppenheim in accordance with the terms and
 conditions set forth herein.  
	"Transaction Documents" means this Agreement, the Note attached
 hereto as Exhibit "A", the Risk Acknowledgement attached hereto as Exhibit "C",
 the Certificate of Non-U.S. Purchasers attached hereto as Exhibit "D", the
 Registration Rights Agreement attached hereto as Exhibit "E", and all other
 certificates, documents, agreements and instruments delivered to Oppenheim
 under or in connection with this Agreement.



2. PURCHASE AND SALE OF NOTES.

2.01 Sale and Issuance of the Note. Subject to the terms and
conditions of this Agreement, Oppenheim agrees to purchase at the Closing, and
NorthTech agrees to sell and issue to Oppenheim at the Closing, one Note in the
principal amount of Five Hundred Thousand Dollars ($500,000) (the "Note")
upon receipt of such amount.  

2.02 Closing. The purchase and sale of the Note shall take
place in escrow at the offices of Venture Law Corporation, at 10:00 a.m. Pacific
Standard Time on October ____, 2006 (which time and place is designated as the "Closing").
At the Closing, NorthTech shall deliver to Oppenheim the Note against payment of
the purchase price therefore by wire transfer.


3. TERMS OF THE NOTE.

3.01 Interest. Interest shall accrue on the unpaid principal
amount of the Note from the date of issuance of the Note until the maturity
thereof, at a rate equivalent to the lesser of (a) 10.0% or (b) the maximum
interest rate permitted under applicable federal and state laws. Interest shall
be computed as simple annual interest on the basis of a year of 365 days for the
actual number of days occurring in the period for which such interest is
payable. Interest accrued on a the Note will be forgiven upon conversion of such
Note into shares of Series "A" Preferred Stock or the Series "A" Common Stock
issuable upon conversion thereof.

3.02 Repayment of the Note. The principal amount and accrued
interest outstanding under the Note hereunder shall be due and payable on or
before the first anniversary of the date of issuance of such Note (the "Maturity
Date"), unless earlier prepaid under Section 3.03, converted under Section
3.05 (in which event interest will be forgiven) or accelerated in accordance
with Section 3.08.

3.03 Prepayments. NorthTech may, upon prior notice to Oppenheim
not later than 10 Business Days prior to the date of prepayment, prepay the
outstanding principal amount and interest under the Note in whole or in part,
without premium or penalty. The notice given of any prepayment shall specify the
date and amount of the prepayment.

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3.04 Payments. NorthTech shall make each payment under the
Note, unconditionally and in full without set-off, counterclaim or other defense,
not later than 5:00 p.m. (Pacific Standard Time) on the Maturity Date in Dollars
and in immediately available funds, at the offices of Oppenheim (as set forth in
Section 8.02 below, which may be amended from time to time in accordance
therewith), or to such other office and account of Oppenheim as it from time to
time shall designate in a written notice to NorthTech.

3.05 Conversion of the Note.




  	Right to Convert. Subject to and upon compliance with the provisions
  of this Agreement, Oppenheim shall have the right at its option to convert the
  outstanding principal amount under the Note into that number of fully paid and
  non-assessable shares of NorthTech Series "A" Preferred Stock obtained by
  dividing the principal amount under such Note surrendered for conversion by
  the Conversion Price (as defined below) in effect at such time.  
	Automatic Conversion of the Note. Unless earlier converted pursuant to
  Section 3.05(a) above, the outstanding principal amount under the Note shall
  automatically be converted into that number of fully paid and non-assessable
  shares of NorthTech Series "A" Preferred Stock obtained by dividing the
  principal amount under the Note surrendered for conversion by the Conversion
  Price (as defined below) in effect at such time upon the closing of the
  Conversion Agreement.  
	Exercise of Conversion Privilege; Issuance of Preferred Stock on
  Conversion; No Adjustments for Interest or Dividends. In order to exercise
  the right to conversion with respect to a Note, Oppenheim shall surrender the
  Note and shall give written notice of conversion to NorthTech that Oppenheim
  elects to convert the Note or the specified portion thereof specified in said
  notice. Such notice shall also state the name or names (with address) in which
  the certificate or certificates for shares of NorthTech Series "A" Preferred
  Stock which shall be issuable on such conversion shall be issued.
  As promptly as practicable, but in no event more than 15 Business Days
  after satisfaction of the requirements for conversion set forth above,
  NorthTech shall issue and shall deliver to Oppenheim, a certificate or
  certificates for the number of full shares issuable upon the conversion of the
  Note in accordance with the provisions of this subsection (c) and a check or
  cash in respect of any fractional interest in respect of a share of NorthTech
  Series "A" Preferred Stock arising upon such conversion, as provided below. In
  case the Note is surrendered by Oppenheim for partial conversion, NorthTech
  shall execute and deliver to the holder of the Note so surrendered, without
  charge, a new Note or Notes in authorized denominations in an aggregate
  principal amount equal to the unconverted portion of the surrendered Note.

  Each conversion shall be deemed to have been effected as to any such Note
  (or the specified portion thereof) on the date on which the requirements set
  forth above in this Agreement required to be satisfied by the holder have been
  satisfied as to such Note (or portion thereof), and the person whose name any
  certificate or certificates for shares of NorthTech Series "A" Preferred Stock
  shall be issuable upon such conversion shall be deemed to have become on said
  date the holder of record of the shares represented thereby.

  No fractional shares or scrip representing fractional shares shall be
  issued upon conversion of Notes. If any fractional share of stock would be
  issuable upon the conversion of any Note or Notes, NorthTech shall make an
  adjustment therefore in cash at the current fair market value thereof.


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  	Conversion Price. The "Conversion Price" shall be $0.90 per shares of
  Series "A" Preferred Stock of NorthTech.  
	Reservation of Shares; Shares to be Fully Paid. NorthTech shall
  provide, free from preemptive rights, out of its authorized but unissued
  shares or shares held in treasury, sufficient shares to provide for the
  conversion of the Note. From the execution of this Agreement, NorthTech will
  take all corporate action which may, in the opinion of its counsel, be
  necessary in order that NorthTech may validly and legally issue shares of such
  NorthTech Series "A" Preferred Stock at the Conversion Price.
	NorthTech covenants that all shares of NorthTech Series "A" Preferred
   Stock (and the shares of Common Stock issuable upon conversion thereof) which
   may be issued upon conversion of Notes will upon issue be fully paid and
   non-assessable by NorthTech and free from all taxes, Liens and other charges
   with respect to the issue thereof.


3,06 Taxes and Payments. To the extent applicable,
NorthTech shall withhold any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority ("Taxes") from any amounts payable to Oppenheim hereunder and
so notify Oppenheim as promptly as possible thereafter, NorthTech shall send to
Oppenheim notice showing payment thereof. NorthTech will not be responsible for
any income tax of Oppenheim for interest due on the Note, or stamp duty or other
tax due on conversion of the Note into shares of Preferred Stock.

3,07 No Reborrowing. Once repaid or converted, the principal
amount of the Note may not be reborrowed.

3.08 Acceleration. Notwithstanding the provisions of Section
3.05(b), (c) or (e), Oppenheim may alternatively elect to be repaid the
outstanding principal amount and accrued interest on the Note (the  

"Outstanding Balance") in the event of a registered public offering, a
merger or sale of substantially all of its assets not otherwise contemplated by
the Contribution Agreement. Such election shall be made by written notice
received by NorthTech within five (5) Business Days of Oppenheim's receipt of
notice from NorthTech that it intends to consummate such registered public
offering, a merger or sale of substantially all of its assets within the
succeeding ninety (90) days. Such repayment shall be made within 45 Business
Days after the completion of such registered public offering, a merger or sale
of substantially all of its assets.


4. REPRESENTATIONS AND WARRANTIES.

4.01 Representations and Warranties of NorthTech. NorthTech
hereby represents and warrants to Oppenheim that:




  	Organization, Good Standing and Qualification. NorthTech is a
  corporation duly organized, validly existing and in good standing under the
  laws of the State of Nevada and has all requisite corporate power and
  authority to carry on its business as now conducted. NorthTech is duly
  qualified to transact business and is in good standing in each jurisdiction in
  which the failure to so qualify would have a Material Adverse Effect on
  NorthTech. NorthTech does not presently own or control, directly or
  indirectly, any interest in any other corporation, association, or other
  business entity. NorthTech is not a participant in any joint venture,
  partnership, or similar arrangement.  
	Capitalization and Voting Rights. The authorized capital of NorthTech
  consists, or will consist immediately prior to the closing of the Contribution
  Agreement, of:



 	NorthTech 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
  Series "A" Preferred Stock under this Agreement NorthTech 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 on  


 


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  a fully diluted basis; and
  just prior to the closing of the Contribution Agreement, after certain
  adjustments, 20,000,000 shares of Common Stock of NorthTech will be issued and
  outstanding on a fully diluted basis; and 100,000,000 shares of Preferred
  Stock with a par value of $0.001 per share of which one series or class of
  shares will have been authorized Series "A" Preferred Stock. No preferred
  shares will be issued and outstanding or contemplated to be issued other than
  the 5,000,000 shares of Class "A" Preferred Stock contemplated being offered
  under the Contribution Agreement. The shares of Series "A" Preferred Stock
  carry the rights set forth on Exhibit "B" attached to this Agreement.

 

 	Except for: (A) the conversion privileges of the 5,000,000 shares of
  Series "A" Preferred Stock to be issued under this Agreement and in the
  private placement being completed by NorthTech; (B) the 55,000,000 shares of
  Common Stock of NorthTech has agreed to be issued to the Pro Transferors on
  closing of the Contribution Agreement; and (C) the 2,500,000 Common Stock
  purchase warrants to be issued as part of the Contribution Agreement, there
  are no outstanding options, warrants, rights (including conversion or
  preemptive rights) or agreements for the purchase or acquisition from
  NorthTech of any shares of its capital stock. NorthTech is not a party or
  subject to any agreement or understanding, and, to the best of NorthTech's
  knowledge, there is no agreement or understanding between any persons and/or
  entities, which affects or relates to the voting or giving of written consents
  with respect to any security or by a director of NorthTech other than the
  voting agreement contemplated under the Contribution Agreement.


 





  	Authorization. The execution, delivery and performance of the
  Transaction Documents and any other agreement contemplated hereunder by
  NorthTech have been duly authorized by all necessary corporate action of
  NorthTech. The shares of Series "A" Preferred Stock to be issued upon
  conversion of the Note and the shares of Common Stock of NorthTech issuable
  upon conversion of such shares of Series "A" Preferred Stock (collectively,
  the "Conversion Shares") have been or will be duly authorized by all
  necessary corporate action of NorthTech (including, without limitation,
  approval of the filing of an appropriate amendment to NorthTech's Certificate
  of Designation authorizing the Conversion Shares) and, upon issuance and
  payment therefore, will be validly issued, fully paid and non-assessable, and
  issued, upon Oppenheim making appropriate written investment representations
  to NorthTech upon the conversion of the Note into shares of Series "A"
  Preferred Stock as provided in this Agreement, in compliance with the
  qualification and registration requirements or exemptions therefrom under all
  applicable state and federal securities laws.  
	Valid Issuance of Preferred and Common Stock. The Series "A" Preferred
  Stock issuable upon conversion of the Note and the Common Stock of NorthTech
  issuable upon conversion of the shares of Series "A" Preferred Stock issuable
  upon conversion of the have been duly and validly reserved for issuance and,
  upon issuance in accordance with the terms of the Certificate of Designation,
  will be duly and validly issued, fully paid, and nonassessable and will be
  free of restrictions on transfer other than restrictions on transfer under
  this Agreement and under applicable state and federal securities laws.
  

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  	Approvals and Consents. No approval, consent or authorization of any
  natural person, firm, corporation or Governmental Authority which has not
  heretofore been obtained is necessary for the execution or delivery of this
  Agreement, the Transaction Documents or any other agreement contemplated
  hereunder by NorthTech or for the performance by NorthTech of any of the terms
  or conditions thereof, except (i) at NorthTech 's election, the filing of a
  Form 8-K under the Securities and Exchange Act of 1934; and (ii)
  providing information about this Agreement and issuance of the underlying
  securities pursuant Regulation S pursuant to the Securities Act on NorthTech's
  next quarterly or annual financial statement filing under the Securities
  and Exchange Act of 1934.  
	Offering. Subject in part to the truth and accuracy of Oppenheim's
  representations set forth in Section 4.02 of this Agreement, the offer, sale
  and issuance of the Note as contemplated by this Agreement are exempt from the
  registration requirements of the Securities Act, and neither NorthTech nor any
  authorized agent acting on its behalf will take any action hereafter that
  would cause the loss of such exemption.  
	Litigation. There is no action, suit, proceeding or investigation
  pending or currently threatened against NorthTech that questions the validity
  of this Agreement or the Transaction Documents, or the right of NorthTech to
  enter into such agreements, or to consummate the transactions contemplated
  hereby or thereby, or that might result, either individually or in the
  aggregate, in any Material Adverse Effect on NorthTech, or any change in the
  current equity ownership of NorthTech. The foregoing includes, without
  limitation, actions, suits, proceedings or investigations pending or
  threatened involving the prior employment of any of NorthTech's officers,
  their use in connection with NorthTech's business of any information or
  techniques allegedly proprietary to any of their former employers, or their
  obligations under any agreements with prior employers. NorthTech is not a
  party or subject to the provisions of any order, writ, injunction, judgment or
  decree of any court or government agency or instrumentality. There is no
  action, suit, proceeding or investigation by NorthTech currently pending or
  that NorthTech intends to initiate.  
	Compliance with Law. NorthTech, to its knowledge, is in material
  compliance with all applicable statutes, laws, regulations and executive
  orders of the United States of America and all states, foreign countries, and
  other governmental bodies and agencies having jurisdiction over its business
  or properties except to the extent non-compliance would not have a Material
  Adverse Effect on NorthTech, and NorthTech has received no notice of any
  violation of such statutes, laws, regulations or orders which has not been
  remedied prior to the date hereof.  
	Agreements and Contracts. NorthTech has not materially breached, nor
  does it have knowledge of any claim or threat that it has materially breached,
  any terms or conditions of any material agreement, contract, lease, license,
  instrument or commitment that, individually or in the aggregate, could have a
  Material Adverse Effect on NorthTech, nor is NorthTech in violation of any
  term of its Certificate of Incorporation or Bylaws, as now in effect. The
  execution, delivery and performance of and compliance with this Agreement and
  the other Agreements contemplated hereby, and the issuance of the Note or the
  Conversion Shares, have not resulted and will not result in any violation of,
  or conflict with, or constitute a default under any of the foregoing, or
  result in the creation of any Lien or charge upon any of the properties or
  assets of NorthTech.  
	Disclosure. NorthTech has provided Oppenheim with all the information
  that it has requested for deciding whether to purchase the Note. To its
  knowledge, neither this Agreement nor any other written statements or
  certificates made or delivered in connection herewith or therewith contains
  any untrue statement of a material fact or omits to state a material fact
  necessary to make the statements herein or therein not misleading. 


  	Financial Statements. NorthTech has furnished Oppenheim with the
  balance sheet of NorthTech as of June 30, 2006, and the related statements of
  operations and cash flows for the six-month period ended June 30, 2006
  (together, the "NorthTech Financial Statements"). All of such NorthTech
  Financial Statements, (i) are in accordance with the respective books of
  NorthTech; (ii) have been prepared in all material respects in accordance with
  GAAP except that such do not contain any footnotes required by GAAP; (iii)
  present fairly the financial position of NorthTech as of the date thereof and
  the results of operations and cash flows of NorthTech for the respective
  period indicated therein; and (iv) do not reflect any material items of
  nonrecurring income except as stated therein. NorthTech has no liabilities of
  any nature, whether accrued, absolute, contingent or otherwise, and whether
  due or to become due, that would be required to be reflected in a balance
  sheet, prepared in accordance with GAAP that were not disclosed or provided
  for in the NorthTech Financial Statements other than liabilities incurred
  since June 30, 2006, which were incurred in the ordinary course of business
  and are not individually or in the aggregate, material to NorthTech 's
  business, operating results or financial condition ("NorthTech's Business").
  . There are no loss contingencies (as such term is used in Statement of
  Financial Accounting Standards No. 5) that were not adequately provided for in
  the NorthTech Financial Statements.

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  	Absence of Changes. Since June 30, 2006: (a) there has been no
  material adverse change in NorthTech 's Business or any development particular
  to NorthTech 's Business and not generally known to the public that reasonably
  could be expected to cause a material adverse change in NorthTech 's Business;
  (b) there has been no damage, destruction or loss (whether or not covered by
  insurance) which has had a Material Adverse Effect on NorthTech; (c) there has
  been no change by NorthTech in accounting principles or methods except insofar
  as may be required by a change in generally accepted accounting principles;
  (d) there has been no revaluation by NorthTech of any of its assets,
  including, without limitation, writing down the value of inventory or writing
  off notes or accounts receivable; and (e) NorthTech has conducted its business
  only in the ordinary course consistent with past practice.  
	Tax Returns, Payments and Elections. NorthTech has filed all tax
  returns and reports as required by law. These returns and reports are true and
  correct in all material respects. NorthTech has paid all taxes and other
  assessments due, except those contested by it in good faith that are listed in
  the Schedule of Exceptions. The provision for taxes of NorthTech as shown in
  the Financial Statements is adequate for taxes due or accrued as of the date
  thereof. NorthTech has not elected pursuant to the Internal Revenue Code of
  1986, as amended (the "Code"), to be treated as a Subchapter S
  corporation or a collapsible corporation pursuant to Section 1362(a) or
  Section 341(f) of the Code, nor has it made any other elections pursuant to
  the Code (other than elections that relate solely to methods of accounting,
  depreciation or amortization) that would have a material effect on NorthTech,
  its financial condition, its business as presently conducted or any of its
  properties or material assets.  

4.02 Representation and Warranties of Oppenheim. Oppenheim
hereby represents and warrants to NorthTech that:




  	Authorization. Oppenheim has full power and authority to enter into
  this Agreement and the Transaction Documents, and each such agreement
  constitutes its valid and legally binding obligation, enforceable in
  accordance with its terms.  
	Organization, Good Standing and Qualification. Oppenheim is a
  corporation duly organized, validly existing and in good standing under the
  laws of the State of Delaware and has all requisite corporate power and
  authority to carry on its business as now conducted. Oppenheim is duly
  qualified to transact business and is in good standing in each jurisdiction in
  which the failure to so qualify would have a Material Adverse Effect on
  Oppenheim.  
	Purchase Entirely for Own Account. This Agreement is made with
  Oppenheim in reliance upon its representation to NorthTech, which by its
  execution hereof Oppenheim hereby confirms, that the Note to be received by
  it, the Series "A" Preferred Stock issuable upon conversion of the Note and
  the Common Stock of NorthTech issuable upon conversion of the shares of Series
  "A" Preferred Stock issuable upon conversion of the Note (collectively, the "Securities")
  will be acquired for investment for its own account, not as a nominee or
  agent, and not with a view to the resale or distribution of any part thereof,
  and that Oppenheim has no present intention of selling, granting any
  participation in, or otherwise distributing the same. By executing this
  Agreement, Oppenheim further represents that it does not have any contract,
  undertaking, agreement or arrangement with any person to sell, transfer or
  grant participations to such person or to any third person, with respect to
  any of the Securities.

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  	Disclosure of Information. Oppenheim believes it has received all the
  information it considers necessary or appropriate for deciding whether to
  purchase the Note. Oppenheim further represents that it has had an opportunity
  to ask questions and receive answers from NorthTech regarding the terms and
  conditions of the offering of the Note, and the business, properties,
  prospects and financial condition of NorthTech. The foregoing, however, does
  not limit or modify the representations and warranties of NorthTech in Section
  4.01 of this Agreement or the right of Oppenheim to rely thereon.  
	Investment Experience. Oppenheim is an investor in securities of
  companies in the development stage and acknowledges that it is able to fend
  for itself, can bear the economic risk of its investment, and has such
  knowledge and experience in financial or business matters that it is capable
  of evaluating the merits and risks of the investment in the Note. If other
  than an individual, Investor also represents it has not been organized for the
  purpose of acquiring the Note.  
	Non-U.S. Resident Investor. Oppenheim 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.
  	At the time signing this Agreement, Oppenheim resided outside the United
   States and no offer to purchase the Note or underlying securities was made in
   the United States. Except for a transaction registered under the Act or
   pursuant to an exemption from such registration, Oppenheim agrees not to
   reoffer or sell the Note or the underlying securities, or to cause any
   transferee permitted hereunder to reoffer or sell the Note or the underlying
   securities, within the United States, or for the account or benefit of a U.S.
   Person, (i) as part of the distribution of the Note or the underlying
   securities at any time, or (ii) otherwise, until at least one year after the
   Note or the underlying securities are issued ("Holding Period"), and,
   in either case, only in a transaction meeting the requirements of Regulation
   S or Rule 144 under the Act, including without limitation, where the offer (i)
   is not made to a person in the United States and either (A) at the time the
   buy order is originated, the buyer is outside the United States or the Seller
   and any person acting on its behalf reasonably believe that the buyer is
   outside the United States, or (B) the transaction is executed in, on or
   through the facilities of a designated offshore securities market and neither
   the seller nor any person acting on its behalf knows that the transaction has
   been pre-arranged with a buyer in the United States; and (ii) no directed
   selling efforts shall be made in the United States by the buyer, an affiliate
   or any person acting on their behalf.  
	Pursuant to Regulation S, a "U.S. Person" means: (i) any natural
   person resident in the United States, (ii) any partnership or corporation
   organized or incorporated under the laws of the United States, (iii) any
   estate of which any executor or administrator is a U.S. Person, (iv) any
   trust of which any trustee is a U.S. Person, (v) any agency or branch of a
   foreign entity located in the United States, (vi) any non-discretionary
   account or similar account (other than an estate or trust) held by a dealer
   or other fiduciary organized, incorporated or (if any individual resident in
   the United States), (vii) any discretionary account or similar account (other
   than an estate or trust) held by a dealer or other fiduciary organized,
   incorporated or (if an individual resident in the United States), or (viii)
   any partnership or corporation if organized under the laws of any foreign
   jurisdiction and formed by any U.S. Person principally for the purpose of
   investing in securities not registered under the Act, unless it is organized
   or incorporated and owned by accredited investors (as defined in Rule 501(a)
   under the Act) who are not natural persons, estates or trusts.


  

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  	Investment Intent. Oppenheim is acquiring the Note and underlying
  securities solely for its own account and not with a view to the distribution
  thereof to or for the benefit or account of any U.S. Person, in whole or in
  part. Oppenheim understands and agrees he, she or it may bear the economic
  risk of an investment in the Note and underlying securities for an indefinite
  period of time. Oppenheim does not now have or, in the future, will not take
  any short position or comparable hedge position in the shares of Common Stock
  NorthTech's or make any promissory notes and/or pledges on the share of Common
  Stock of NorthTech until the later of (i) the expiration of the Holding Period
  and (ii) such time as all shares of Series "A" Preferred Stock underlying the
  Note purchased pursuant to this Agreement are converted to shares of Common
  Stock of NorthTech or redeemed by NorthTech.
   
	Restricted Securities. Oppenheim understands that the Securities it is
  purchasing are characterized as "restricted securities" under the federal
  securities laws inasmuch as they are being acquired from NorthTech in a
  transaction not involving a public offering and that under such laws and
  applicable regulations such securities may be resold without registration
  under the Securities Act, only in certain limited circumstances. In this
  connection, Oppenheim represents that it is familiar with SEC Rule 144, as
  presently in effect, and understands the resale limitations imposed thereby
  and by the Securities Act.  
	Further Limitation on Disposition. Without in any way limiting the
  representations set forth above, Oppenheim further agrees not to make any
  disposition of all or any portion of the Securities unless and until the
  transferee has agreed in writing for the benefit of NorthTech to be bound by
  this Section 4.02, and:
  	There is then in effect a Registration Statement under the Securities Act
   covering such proposed disposition and such disposition is made in accordance
   with such Registration Statement; or
	(1) Oppenheim shall have notified NorthTech of the proposed disposition
   and shall have furnished NorthTech with a detailed statement of the
   circumstances surrounding the proposed disposition, and (2) if reasonably
   requested by NorthTech, Oppenheim shall have furnished NorthTech with an
   opinion of counsel, reasonably satisfactory to NorthTech that such
   disposition will not require registration of such shares under the Securities
   Act. It is agreed that NorthTech will not require opinions of counsel for
   transactions made pursuant to Rule 144 except in unusual circumstances.
    


  
	Legends. It is understood that the certificates evidencing the
  Securities may bear one or all of the following legends:
  	"These securities have not been registered under the Securities Act of
   1933, as amended. They may not be sold, offered for sale, pledged or
   hypothecated in the absence of a registration statement in effect with
   respect to the securities under such Securities Act or an opinion of counsel
   satisfactory to NorthTech that such registration is not required or unless
   sold pursuant to Rule 144 of such Securities Act."
	Any legend required by the laws of the Province of British Columbia.


  


5. CONDITIONS.

5.01 Conditions of Oppenheim at the Closing. The obligation of
Oppenheim to purchase the Note at the Closing shall be subject to the
satisfaction of each of the following conditions:

9




	The representations and warranties of NorthTech contained in Section 4.01
  shall be true on and as of the Closing with the same effect as though such
  representations and warranties had been made on and as of the date of such
  Closing.
	NorthTech shall have performed and complied with all agreements,
  obligations and conditions contained in this Agreement that are required to be
  performed or complied with by it on or before the Closing.
	All authorizations, approvals, or permits, if any, of any Governmental
  Authority that are required in connection with the lawful issuance and sale of
  the Securities pursuant to this Agreement shall be duly obtained and effective
  as of the Closing.
	The Contribution Agreement shall have been executed by all applicable
  parties.
	There is no Event of Default (as defined in Section 7.01).



5.03 Conditions of NorthTech. The obligations of NorthTech to
Oppenheim under this Agreement are subject to each of the following conditions:


	The representations and warranties of Oppenheim contained in Section 4.02
  shall be true on and as of the Closing and the date on which the Second Note
  and Third Note, if applicable, are issued, with the same effect as though such
  representations and warranties had been made on and as of such dates.  
	Oppenheim shall have funded the principal amount of the Note as specified
  in Sections 2.01.
	All authorizations, approvals, or permits, if any, of any Governmental
  Authority that are required in connection with the lawful issuance and sale of
  the Securities pursuant to this Agreement shall be duly obtained and effective
  as of the Closing.




6. COVENANTS.

6.01 Affirmative Covenants. So long as any of the Note shall
remain unpaid or Oppenheim shall have any obligation to purchase Notes
hereunder, NorthTech agrees that:




  	Preservation of Existence. NorthTech will maintain and preserve,
  through itself or any successor to its business, its corporate existence, its
  rights to transact business and all other rights, franchises and privileges
  necessary or desirable in the normal course of its business and operations and
  the ownership of its material properties.  
	Payment of Taxes. NorthTech will pay and discharge all taxes, fees,
  assessments and governmental charges or levies imposed upon it or upon its
  properties or assets prior to the date on which penalties attach thereto, and
  all lawful claims for labor, materials and supplies which, if unpaid, might
  become a Lien upon any properties or assets of NorthTech, except to the extent
  such taxes, fees, assessments or governmental charges or levies, or such
  claims, are being contested in good faith by appropriate proceedings and are
  adequately reserved against in accordance with generally accepted accounting
  principles.  
	Compliance with Laws. NorthTech will comply in all material respects
  with the requirements of all applicable laws, rules, regulations and orders of
  any Governmental Authority and the terms of any material indenture, contract
  or other instrument to which it may be a party or under which it or its
  properties may be bound, except to the extent failure to so comply would not
  have a Material Adverse Effect. 

10






  	Further Assurances and Additional Acts. NorthTech will execute,
  acknowledge, deliver, file, notarize and register at its own expense all such
  further agreements, instruments, certificates, documents and assurances and
  perform such acts as Oppenheim shall deem reasonably necessary or appropriate
  to effectuate the purposes of the Transaction Documents, and promptly provide
  Oppenheim with evidence of the foregoing reasonably satisfactory in form and
  substance to Oppenheim.


7. EVENTS OF DEFAULT.

7.01 Events of Default. Any of the following events that shall
occur shall constitute an "Events of Default":




  	Payments. NorthTech shall fail to pay when due any amount of principal
  of, or interest on, any Note, or any other amount payable under any
  Transaction Document, and such failure shall remain unremedied by NorthTech
  for a period of 30 days following the date of notice that such payment is due.

  
	Representations and Warranties. Any representation or warranty by
  NorthTech in the Transaction Documents shall prove to have been incorrect in a
  material respect when made or deemed made.  
	Failure by NorthTech to Perform Certain Covenants. NorthTech shall
  fail to perform or observe any material term, covenant or agreement contained
  in this Agreement and any such failure shall remain unremedied for a period of
  30 days from the notice by Oppenheim of the occurrence thereof.  
	Bankruptcy. NorthTech shall admit in writing its inability to, or
  shall fail generally or be generally unable to, pay its debts (including its
  payrolls) as such debts become due, or shall make a general assignment for the
  benefit of creditors; or NorthTech shall file a voluntary petition in
  bankruptcy or a petition or answer seeking reorganization, to effect a plan or
  other arrangement with creditors or any other relief under the Bankruptcy
  Reform Act of 1978 (the "Bankruptcy Code") or under any other state or
  federal law relating to bankruptcy or reorganization granting relief to
  debtors, whether now or hereafter in effect, or shall file an answer admitting
  the jurisdiction of the court and the material allegations of any involuntary
  petition filed against NorthTech pursuant to the Bankruptcy Code or any such
  other state or federal law; or NorthTech shall be adjudicated a bankrupt, or
  shall make an assignment for the benefit of creditors, or shall apply for or
  consent to the appointment of any custodian, receiver or trustee for all or
  any substantial part of NorthTech 's property, or shall take any action to
  authorize any of the actions or events set forth above in this subsection; or
  an involuntary petition seeking any of the relief specified in this subsection
  shall be filed against NorthTech; or any order for relief shall be entered
  against NorthTech in any involuntary proceeding under the Bankruptcy Code or
  any such other state or federal law referred to in this subsection (d).  
  
	Default Under Other Indebtedness. NorthTech shall: (i) fail to make
  any payment of any principal of, or interest or premium on, any material
  Indebtedness (other than in respect of the Note) when due (whether by
  scheduled maturity, required prepayment, acceleration, demand or otherwise)
  and such failure shall continue after the applicable grace period, if any,
  specified in the agreement or instrument relating to such Indebtedness as of
  the date of such failure or otherwise agreed to by the parties; or (ii) fail
  to perform or observe any material term, covenant or condition on its part to
  be performed or observed under any material agreement or instrument relating
  to any other Indebtedness, when required to be performed or observed, and such
  failure shall continue after the applicable grace period, if any, specified in
  such agreement or instrument, if the effect of such failure to perform or,
  observe accelerates the maturity of such Indebtedness.

11



7.02 Cure. Upon each of such Event of Default, NorthTech shall
have thirty (30) days to cure such default after receipt of written notice of
default from Oppenheim specifying the nature of NorthTech's default. If
NorthTech is unable to cure its default within such thirty (30) day period,
Oppenheim may, at its option, accelerate repayment of the Outstanding Balance in
which case the Outstanding Balance shall be due and payable immediately. Upon
any default of NorthTech hereunder, Oppenheim may pursue any remedies that are
available to it. In addition, Oppenheim shall have a right to offset any amounts
due upon such a default against any amounts (including royalties, if any)
payable by Oppenheim or its parent to NorthTech.


8. CONTRIBUTION AGREEMENT AND APPOINTMENT OF INVESTOR REPRESENTATIVE. The
Contribution Agreement, a copy which has been provided to Oppenheim, requires
each purchaser of shares of Series "A" Preferred Stock of NorthTech be a party
to the Contribution Agreement. To simplify matters an investor representative
has been appointed to represent all of the purchasers who may acquire shares of
Series "A" Preferred Stock of NorthTech either through this Agreement or the
private placement being conducted by NorthTech. At this time:

8.01 Appointment of Investor Representative. Oppenheim 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 NorthTech, Platinum Research Organization
L.P. ("Platinum"), the limited partners of Platinum, the sole stockholder
of Platinum's general partner and the Investor Representative (the "Contribution
Agreement") and to exercise such rights, power and authority as are
incidental thereto. Execution of this Agreement by Oppenheim shall constitute
ratification by Oppenheim 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.  

8.02 Term and Authority of Investor Representative. Subject to
the provisions of this Subsection 8(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. Oppenheim hereto
acknowledges and agrees that, as to all matters arising under the Contribution
Agreement, the Investor Representative shall act for and on behalf of Oppenheim.
When the Contribution Agreement provides that a determination or any other
action or event is conclusive and binding upon Oppenheim, such determination,
action or event of the Investor Representative shall be conclusive and binding
upon Oppenheim. 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 Oppenheim, 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 Oppenheim, his successor shall be
appointed by NorthTech in accordance with this Section 8. 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 NorthTech. 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.  

8.03 No Obligation on NorthTech. Oppenheim agrees that the
provisions set forth in this Section 8 shall in no way impose any obligations on
NorthTech other than those explicitly set forth in the Contribution Agreement.
In particular, notwithstanding in any case any notice received by NorthTech to
the contrary, and NorthTech 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 Oppenheim.  

12



8.04 Limitation of Investor Representative Liability. Oppenheim
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. Oppenheim 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.  

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


9. MISCELLANEOUS.

9.01 Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of NorthTech and Oppenheim. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon both parties hereto.

9.02 Notices. Except as may be otherwise provided herein, all
notices, requests, waivers and other communications made pursuant to this
Agreement shall be in writing and shall be conclusively deemed to have been duly
given (a) when hand delivered to the other party; (b) when received when sent by
facsimile at the address and number set forth below (provided, however, that
notices given by facsimile shall not be effective unless either (i) a duplicate
copy of such facsimile notice is promptly given by one of the other methods
described in this Section 8.02, or (ii) the receiving party delivers a written
confirmation of receipt for such notice either by facsimile or any other method
described in this Section 8.02; (c) three business days after deposit in the
U.S. mail with first class or certified mail receipt requested postage prepaid
and addressed to the other party as set forth below; or (d) the next business
day after deposit with a national overnight delivery service, postage prepaid,
addressed to the parties as set forth below with next-business-day delivery
guaranteed, provided that the sending party receives a confirmation of delivery
from the delivery service provider.





	
  If to Oppenheim:
	
   
	
  Bank Sal. Oppenheim Jr. & Cie

	 	
   
	Uranistar.28
	 	
   
	CH-8022 Zurich
	 	 	Switzerland
	 	 	
  Attention: R. Grelat/U. Fricker (Vice Presidents)

	 	
   
	
  Fax No. (011)_______________

	
   
	
   
	
   

	
  If to NorthTech: 
	
   
	
  NorthTech Corporation 

	 	 	
  1917 West 4th Avenue, Suite 421

	 	
   
	
  Vancouver B.C. V6J 1M7

	 	
   
	
  Attention: Cecelia Pineda

	 	
   
	
  Fax No.: (604) 689-4087






9.03 Survival. All covenants, agreements, representations and
warranties made herein shall, except to the extent otherwise provided herein,
survive the execution and delivery of this Agreement, the execution and delivery
of the Note, and shall continue in full force and effect so long as Oppenheim
has any commitment, any Notes remain outstanding or unpaid or any obligation to
perform any other act under this Agreement or the Transaction Documents
otherwise remains unsatisfied.

13



9.04 Benefits of Agreement. The Transaction Documents are
entered into for the sole protection and benefit of the parties hereto and their
successors and assigns, and no other person shall be a direct or indirect
beneficiary of, or shall have any direct or indirect cause of action or claim in
connection with, any Transaction Document.




 9.05 Binding Effect; Assignment. This Agreement shall
become effective when it shall have been executed by NorthTech and Oppenheim and
thereafter shall be binding upon, inure to the benefit of and be enforceable by
NorthTech, Oppenheim and their respective successors and assigns; PROVIDED that
NorthTech may not assign any of its rights, interests or obligations under this
Agreement or the other Transaction Documents, and any attempt to do so shall be
null and void without Oppenheim's prior written consent, which consent shall not
be unreasonably withheld. NorthTech hereby consents to the assignment or
transfer of all or any part of the obligations and rights by Oppenheim to
Oppenheim's parent or to one or more subsidiaries of Oppenheim or of Oppenheim's
parent.

9.06 Governing Law. This 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 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..

9.07 Entire Agreement. This Agreement and the documents
referred to herein constitute the entire agreement between the parties and no
party shall be liable or bound to any other party in any manner by any
warranties, representations, or covenants except as specifically set forth
herein or therein.

9.08 Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

9.09 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.

9.10 Dispute Resolution. The parties agree to negotiate in good
faith to resolve any dispute between them regarding this Agreement. If the
negotiations do not resolve the dispute to the reasonable satisfaction of both
parties, then each party shall nominate one officer as its representative. These
representatives shall, within thirty (30) days of a written request by either
party to call such a meeting, meet in person and alone (except for one assistant
for each party) and shall attempt in good faith to resolve the dispute. If the
disputes cannot be resolved in such meeting, the parties agree that they shall,
if requested in writing by either party, meet within thirty (30) days after such
written notification for one day with an impartial mediator and consider dispute
resolution alternatives other than litigation.  


 





[Continued on Next Page]


 



14








If an alternative method of dispute resolution is not agreed upon within
thirty (30) days after the one day mediation, either party may begin litigation
proceedings. This procedure shall be a prerequisite before taking any additional
action hereunder.


 


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

BANK SAL. OPPENHEIM JR. & CIE

          

           

           

         
        
       
      
     
    
    
    By:
     

    
    Name: R. Grelat

   
  
 

Title: Vice President


 


By:
     

    
    Name: U. Fricker

   
  
 

Title: Vice President


 







NORTHTECH CORPORATION



 

 


By:
     

    
    Name: Cecelia Pineda

    Title: President and CEO


    
    

   
  
 



    15

    
    

EXHIBIT "A"

FORM OF CONVERTIBLE PROMISSORY NOTE



    
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED FOR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IS AN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.


NORTHTECH CORPORATION

CONVERTIBLE PROMISSORY NOTE



 




No. 10-28-2006                                                                                                                                                                                                                                                         US $500,000


 




FOR VALUE RECEIVED, NorthTech Corporation, a Delaware corporation ("Maker"
or "NorthTech"), promises to pay to the order of Bank Sal. Oppenheim Jr.
& Cie, a Delaware corporation ("Holder" or "Oppenheim"), the
principal sum of Five Hundred Thousand Dollars ($500,000), together with
interest from the date of this Note on the unpaid principal balance at a rate
equal to the lesser of (a) 5.0% or (b) the maximum interest rate permitted under
applicable federal and state laws. Interest shall be computed as simple annual
interest on the basis of a year of 360 days for the actual number of days
occurring in the period for which such commitment fee or interest is payable.
Payment shall be made by Maker to Holder at the offices of Oppenheim, located at
53rd Street, Obarrio, Swiss Tower 16th Floor, Panama 5, Republic of Panama, or
to such other office and account of Holder as it from time to time shall
designate in a written notice to Maker.

This Note is issued pursuant to that certain Convertible Note Purchase
Agreement dated as of October ___, 2006, between Maker and Holder (the "Agreement").
Terms used herein have the meanings assigned to those terms in the Agreement,
unless otherwise defined herein.

The terms of payment of principal and accrued interest shall be in accordance
with the terms and conditions of the Agreement. Payment shall be made in lawful
tender of the United States and shall be credited first to accrued interest then
due and payable with the remainder applied to principal. Prepayment of the
principal, together with accrued interest, may be made at any time without
penalty or premium, subject to Section 3.03 of the Agreement.

The unpaid principal on this Note (or any portion thereof) shall be
convertible at the election of Holder into shares of NorthTech Series "A"
Preferred Stock pursuant to the terms and conditions set forth in the Agreement.

If action is instituted to collect this Note, Maker will pay all costs and
expenses, including reasonable attorneys' fees, incurred in connection with such
action. Maker hereby waives notice of default, presentment or demand for
payment, protest or notice of nonpayment or dishonor and all other notices or
demands relative to this instrument.

The holding of any provision of this Note to be invalid or unenforceable by a
court of competent jurisdiction shall not affect any other provisions and the
other provisions of this Note shall remain in full force and effect.

This Note shall be construed in accordance with the laws of the state of
Delaware, without regard to the conflicts of law provisions of the state of
Delaware or of any other state.


16




The Maker has caused this Convertible Promissory Note to be issued as of the
date first above written.

NORTHTECH CORPORATION



 

 




By:
     

    
    Name: Cecelia Pineda

    Title: President and CEO

   
  
 






















17










EXHIBIT "B"

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).  

18



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




"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.

19



"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.

"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(h)
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.

20



"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 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.



 	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).


21




 
	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.


 
	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.


 



22


 

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. 

 


 	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.

23



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.


 







 	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.


 

24


 



 	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 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.

25





 	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, 

26




 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 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 Fundamental 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.


27





 	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.


 
	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 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.

28


 

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.


 

 
	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
 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;




29



 


	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.  






 	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 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
	 	 	
    
	 	 	 	 	 	 


  
 

 

 

30




 

 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:


	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 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.


31



 

	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.
 

 

	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" 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.


32



	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. 


33



	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.  



34


 

 


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

 
 



35



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: _________________________________


 
 

 


36


 

EXHIBIT "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 US$ 500,000__ [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 NorthTech Corporation 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

  

   

 



37


 


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.]



38


 

EXHIBIT "D"


CERTIFICATION OF NON-US PURCHASERS





To: NorthTech Corporation


The undersigned 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 Agreement and understand that the offering of Note and
 underlying securities is being made on a prospectus exempt basis;  
	the Purchaser is an 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 Note and underlying securities 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 Note and underlying securities 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 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 Note and underlying
 securities; 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 Note and underlying securities, and is able to bear the economic risk of
 investing in the Note and underlying securities;


The Purchaser further understands and agrees that the Note and underlying
securities 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 my
acquisition of the Note and underlying securities I may be required to make any
filings pursuant to the United States Securities Exchange Act of 1934, as
amended, the certificate representing the Note and underlying securities will
not be issued to me until all applicable filing requirements have been
satisfied.

The statements made in this Exhibit are true.

DATED ______________, 2006.


              X ____________________________________

              Signature of individual or Authorized
              Signatory

              

              Bank Sal. Oppenheim Jr. & Cie__________

              Name of Purchaser (please print)

              

              R. Grelat & U. Fricker, Vice Presidents___

              Name of authorized signatory
              


              

              Uranistar.28, 

              CH-8022 

              Zurich, Switzerland__________________

              Address of Purchaser


              

              
              ____________________________________

              Telephone Number


              
              

               

             
            
           
          
         
        
       
      
     
    
   
  
 




              39

             
 

EXHIBIT "E"  


REGISTRATION RIGHTS AGREEMENT