Lock-Up Agreement






Exhibit 4.7

FORM OF

LOCK-UP AGREEMENT



 
  THIS AGREEMENT (the "Agreement"), is made and entered into by the
  undersigned as of the ____ day of ________, 2006. Capitalized terms used
  herein and not otherwise herein defined shall have the meanings set forth for
  such terms in the Contribution Agreement (as defined below).

  
  
  WHEREAS, NorthTech Corporation, a company organized and
  existing under the laws of Nevada (the "Corporation"), 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, a "PRO Transferor" and collectively,
  the "PRO Transferors"), and John T. (Cork) Jaeger as the representative
  of all PRO Transferors (the "PRO Transferor Representative"), and Steve
  Drayton as the representative (the "Investor Representative") certain
  individuals who have agreed to invest in the Corporation (other than the PRO
  Transferors) (the "Investors") have entered into a Contribution
  Agreement dated October __, 2006 (the "Contribution Agreement");

  
  AND WHEREAS, Lubrication Partners, a joint venture, ("LPJV")and
  Lubrication Partners L.P., a Texas limited partnership ("LPLP") are
  expected together to be the majority shareholders of the Common Stock in the
  Corporation holding approximately 55% of the issued and outstanding Common
  Stock of the Corporation on close of the Contribution Agreement;

  
  AND WHEREAS, in connection with and pursuant to the terms of the
  Contribution Agreement, each Pro Transferor will receive shares of Common
  Stock of the Corporation ("Common Shares");

  
  AND WHEREAS, as an inducement to the Corporation and the Investors
  through the Investor Representative to execute the Contribution Agreement each
  Pro Transferor is entering into this Agreement to set forth certain terms and
  conditions governing its actions for up to a 365 day period subsequent to
  closing of the consummation of the Contribution Agreement with respect to the
  Common Shares held by it.

  
  NOW, THEREFORE, in consideration of the transactions contemplated by
  the Contribution Agreement and the mutual promises and covenants contained
  herein, each of the undersigned Pro Transferors agrees as follows:

  
  Section 1. Restriction on Transfer of Common Shares. Without a
  waiver given upon an affirmative vote of the independent members of the Board
  of Directors of the Corporation, during the term of this Agreement, each of
  the undersigned Pro Transferors shall not offer, sell, contract to sell,
  pledge, or otherwise dispose of, directly or indirectly, any shares of Common
  Shares or securities convertible into or exchangeable or exercisable for any
  shares of Common Shares, enter into a transaction which would have the same
  effect, or enter into any swap, hedge or other arrangement that transfers, in
  whole or in part, any of the economic consequences of ownership of the Common
  Shares, whether any such aforementioned transaction is to be settled by
  delivery of the Common Shares or such other securities, in cash or otherwise,
  or publicly disclose the intention to make any such offer, sale, pledge or
  disposition, or to enter into any such transaction, swap, hedge or other
  arrangement, of any of the Common Shares held, or to be held or entitled to be
  received by such Pro Transferor as of the Effective Time.

  
  Section 2. Notation of Shares. Each undersigned Pro Transferor
  understands that the transfer agent of the Corporation may be given notice
  that the Common Shares are subject to the terms of this Agreement and such
  Common Shares shall not be transferred except in accordance with the terms
  hereof.

  
  Section 3. Remedies. The undersigned acknowledges and agrees that
  neither the Corporation, or the Investors could be made whole by monetary
  damages in the event of any default by the undersigned of the terms and
  conditions set forth in this Agreement. It is accordingly agreed and
  understood that the Corporation and the Investors, in addition to any other
  remedy which each may have at law or in equity,

  
  
   
    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
     

    

   

  

 



                                                                                                                                                                                                                                                                                                                                                                                                                          
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   shall be entitled to an injunction or injunctions to prevent breaches
  of this Agreement and specifically to enforce the terms and provisions hereof
  in any action instituted in any court of the United States, or in any other
  court that has appropriate jurisdiction.

  
  Section 4. Term. The covenants and obligations set forth in sections 1
  through 3 of this Agreement shall expire and be of no further force or effect
  on the earliest of: (i) the expiration or termination of the Contribution
  Agreement, if such expiration or termination occurs prior to the Effective
  Time; (ii) the end of the 365 day period beginning on the closing of the
  transactions contemplated by the Contribution Agreement; and (iii) the
  Corporation having entered into one or more commercial agreement(s) that in
  the sole opinion of the independent directors of the Corporation will likely
  result in net aggregate revenue exceeding forty million ($40,000,000) (the "Material
  Commerical Contract").

  
  Section 5. Other Restrictions on Transfer. The restrictions on transfer
  of shares pursuant to this Agreement shall be subject to any additional
  restrictions on transfers that any Pro Transferor may agree to for the benefit
  of the managing underwriter in any registered offering undertaken by the
  Corporation, to the extent that such additional restrictions may be more
  restrictive.

  
  Section 6. Successor and Assigns. This Agreement shall be binding upon
  each of the undersigned Pro Transferors and each of his or her respective
  heirs and assigns.

  
  Section 7. Governing Law. All questions concerning the construction,
  validity, enforcement and interpretation of this Agreement 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
  this Agreement (whether brought against a party hereto or its respective
  affiliates, directors, officers, shareholders, employees or agents) shall be
  commenced in the state and federal courts sitting in the City of New York,
  Borough of Manhattan (the "New York Courts"). Each party hereto hereby
  irrevocably submits to the exclusive jurisdiction of the New York Courts for
  the adjudication of any dispute hereunder or in connection herewith or with
  any transaction contemplated hereby or discussed herein (including with
  respect to the enforcement of any term the Agreement), and hereby irrevocably
  waives, and agrees not to assert in any suit, action or proceeding, any claim
  that it is not personally subject to the jurisdiction of any such court, or
  such New York Courts are improper or inconvenient venue for such proceeding..

  
  Section 8. Counterparts. This Agreement may be executed in two or more
  counterparts, each of which will be deemed to be an original, but all of which
  will constitute one and the same agreement, it being understood that all
  parties need not sign the same counterpart. Facsimile transmission of any
  signed original document and/or retransmission of any signed facsimile
  transmission will be deemed the same as delivery of an original. At the
  request of any party, the parties will confirm facsimile transmission by
  signing a duplicate original document.

  
  IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
  by each of the undersigned parties as of the day and year first above written.

 




 

 


                                                                                                                                                              NORTHTECH CORPORATION

 

                                                                                                                                                             
By:___________________________________________


                                                                                                                                                             
Name: Cecelia Pineda

                                                                                                                                                             
Title: President and CEO


                                                                                                                                                                                                                                                                                                                                                      


                                                                                                                                                                                                                                                                                                                                                                                                                          
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 PRO TRANSFERORS:




 



 
 	LUBRICATION PARTNERS, L.P.	 	LUBRICATION PARTNERS, a Joint Venture
	 By: EFO GenPar,
   Inc.

   Its: General Partner 

   	 	

   

   By: Lubrication Partners, L.P.

   Its: Managing Venturer

   

   By: EFO GenPar, Inc.

   Its: General Partner
	 

   By: _______________________________
	 	 

   By: _______________________________

	Larry Wallace, President	 	Larry Wallace, President
	 	 	 
	 	 	 


 



 


                                                                                                                                                                                     


 

                                                                                                                                                                                                                                                                                                                                                      
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