Registration Rights Agreement







 
  Exhibit 4.4

  REGISTRATION RIGHTS AGREEMENT

  
  

  
  REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated for
  reference as of October ____, 2006 by and among NorthTech Corporation, a
  Nevada corporation (the "Corporation"), and the purchasers named on the
  signature pages hereto (the "Purchasers").

  
  
  WHEREAS:

  
  
  Pursuant to the Subscription Agreement (as defined below), each Purchaser
  has agreed to purchase shares of the Preferred Stock of the Corporation
  relying, in part, on the Corporation granting the registration rights set
  forth in 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.

  
  
  1.1 Certain Definitions. As used in this Agreement, the
  following terms shall have the following meanings:

  
  
  	"Affiliate" means any entity controlling, controlled by or under
   common control with a designated Person. For the purposes of this definition,
   "control" shall have the meaning specified as of the date of this Agreement
   for that word in Rule 405 promulgated by the SEC under the Securities Act
   of 1933.

   

   
	"Common Stock" means the common stock, par value $0.001 per share,
   of the Corporation.

   

   
	"Equity Security" shall mean any stock or similar security,
   including without limitation securities containing equity features and
   securities containing profit participation features, or any security
   convertible or exchangeable, with or without consideration, into or for any
   stock or similar security, or any security carrying any warrant or right to
   subscribe to or purchase any stock or similar security, or any such warrant
   or right.

   

   
	"Exchange Act" means the Securities Exchange Act of
   1934,
   as amended, or any similar federal statute, and the rules and regulations of
   the SEC thereunder, all as the same shall be in effect from time to time.

   

   
	"Person" means any individual, corporation, partnership, joint
   venture, association, limited liability company, joint-stock company, trust,
   unincorporated organization or government or any agency or political
   subdivision thereof. 

   

   
	"Registrable Securities" shall mean the Shares and any
   underlying Common Stock issued with respect to the Shares by way of a stock
   dividend or stock split or in connection with a combination of shares, recapitalization,
   merger, consolidation or other reorganization, until the earliest to occur of
   (a) the date on which such security has been effectively registered under the
   Securities Act and disposed of in accordance with a registration statement
   and (b) the date on which such security may be sold pursuant to Rule 144
   (without any volume limitations thereunder) or may be sold without compliance
   with such rule. 

   

   
	"Rule 144" means Rule 144 promulgated by the SEC under the
   Exchange Act, as such rule may be amended from time to time, or any successor
   rule thereto.

 
	"SEC" means the Securities and Exchange Commission of the United
  States of America or any successor to the rights and duties thereof. 

   


  
                                                                                                                                                                                                                                                                                                                                                                                                                           
  

 



                                                                                                                                                                                                                                                                                                                                                                                                                          
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  	"Shares" means the shares of Common Stock underlying the Preferred
   Stock of the Corporation purchased by the Purchasers under the terms of the
   Subscription Agreements.

   

   
	"Subscription Agreement(s)" means the Subscription Agreements
   dated for reference as of October __, 2006 by and between the Corporation and
   each of the Purchasers.


  
  
  1.2 Incorporated Definitions. Capitalized terms used in this
  Agreement and not otherwise defined herein shall have the meanings set forth
  in the Subscription Agreements. 

  
  
  2. REGISTRATION.

  
  
  2.1 Initial Registration Statement. Promptly following the
  closing of the purchase and sale of Shares contemplated by the Subscription
  Agreements (the "Closing Date") (but no later than one hundred and
  twenty (120) days after the Closing Date), the Corporation shall use its
  reasonable best efforts to cause to be filed and declared effective as soon as
  reasonably practicable (but in no event later than the earlier of one hundred
  and eighty (180) days after the Closing Date or 30 days after the SEC issues a
  no review letter) a registration statement under the Securities Act of 1933
  and the rules promulgated thereunder (the "1933 Act"), covering the
  resale of the Registrable Securities in an amount equal to the number of
  shares of Common Stock issued to the Purchasers on the Closing Date plus the
  number of shares of Common Stock necessary to permit the exercise in full of
  the Penalty Warrants outstanding or issuable on the date of filing. At the
  time the Registration Statement is declared effective, the Registration
  Statement shall include all shares of Common Stock exercisable under all
  Penalty Warrants outstanding or issuable at such time, if any. Such
  Registration Statement also shall cover, to the extent allowable under the
  1933 Act (including Rule 416), such indeterminate number of additional shares
  of Common Stock resulting from stock splits, stock dividends or similar
  transactions with respect to the Registrable Securities. No securities held by
  a third party shall be included in such Registration Statement without the
  consent of each Purchaser. The Registration Statement (and each amendment or
  supplement thereto, and each request for acceleration of effectiveness
  thereof) shall be provided in accordance with Section 3(c) hereof to the
  Purchasers and their counsel prior to its filing or other submission. If a
  Registration Statement covering the Registrable Securities is not filed with
  the SEC within one hundred and twenty (120) days of the Closing Date (the "Registration
  Date"), except as excused pursuant to Section 2(d) below, for each 30-day
  period (or pro rata for any portion thereof) following the Registration Date
  during which no Registration Statement is filed with respect to the Registrable Securities, the Corporation will issue Penalty Warrants as set
  forth in Section 8 below in respect of any Registrable Shares still held by
  each Purchaser; provided, however, that no Penalty Warrants shall be issuable
  to any Investor who no longer holds Registrable Securities at the time any
  Penalty Warrants are to be issued.

  

  2.2 Piggyback Registration. 

  
  
  	Except as set forth in Section 2.2(b), as, if and when the Corporation
   proposes to register any Common Stock under the Securities Act for sale to
   the public, on a form that would also permit the registration of the Registrable Securities (other than registrations on Form S-8, or any
   successor form, or Form S-4, or any successor form) (an "Eligible
   Registration"), each such time it will give written notice to the holders
   of Registrable Securities (the "Holders") of its intention so to do.
   Upon the written request of a Holder received by the Corporation within 20
   days after the giving of any such notice by the Corporation, to register such
   number of shares of Registrable Securities held by such Holder specified in
   such written request, the Corporation will cause the Registrable Securities
   as to which registration shall have been so requested to be included in the
   securities to be covered by the registration statement proposed to be filed
   by the Corporation with respect to such Eligible Registration, all to the
   extent requisite to permit the sale or other disposition by such Holder (in
   accordance with its written request) of such Registrable Securities so
   registered. 

 
	Notwithstanding the foregoing, an Eligible Registration may occur only
  during the one year period following the issuance of the Shares to the
  Purchasers. No Eligible Registration shall occur except at the times allowed
  pursuant to this Section 2.1(b).

   


 




 

                                                                                                                                                                                                                                                                                                                                                                                                                          
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  2.3 Registration Statement Form. Registrations pursuant to Section
  2.1 and 2.2 shall be on such appropriate registration form of the SEC as shall
  be selected by the Corporation.

  
  
  2.4 Expenses. Except as otherwise provided in this Section
  2.4, all expenses incurred in connection with each registration pursuant to
  Section 2.1 and 2.2 hereof (excluding in each case underwriting discounts and
  commissions applicable to Registrable Securities), including, without
  limitation, in each case, all registration, filing and other fees of the
  securities exchange; all fees and expenses of complying with securities or
  blue sky laws; all word processing, duplicating and printing expenses,
  messenger, delivery and shipping expenses; fees and disbursements of the
  accountants and counsel for the Corporation including the expenses of any
  special audits or "cold comfort" letters or opinions required by or incident
  to such registrations; and any fees and disbursements of underwriters
  customarily paid by issuers or sellers of securities, but excluding
  underwriting discounts and commissions, if any, shall be borne by the
  Corporation. In all cases, the Holders shall pay the underwriting discounts
  and commissions applicable to the securities sold by the Holders.

  
  
  2.4 Effective Registration Statement. The Corporation shall use its
  best efforts to have each Registration Statement declared effective as soon as
  practicable. If (A) a Registration Statement covering Registrable Securities
  is not declared effective by the SEC within one hundred and eighty (180) days
  after the Closing Date, or thirty (30) days after receiving a no review status
  from the Securities and Exchange Commission, (B) after a Registration
  Statement has been declared effective by the SEC, sales cannot be made
  pursuant to such Registration Statement during the Registration Period (as
  defined in Section 3(a)) for any reason (including without limitation by
  reason of a stop order, or the Corporation's failure to update the
  Registration Statement), or (C) the Common Stock generally or the Registrable
  Securities specifically are not listed or included for quotation on the Nasdaq
  National Market System, the Nasdaq Small Cap Market, the American Stock
  Exchange or the OTC Bulletin Board during the Registration Period, then the
  Corporation will issue Penalty Warrants as set forth in Section 8 below in
  respect of any Registrable Shares still held by such Purchaser for any 30-day
  period or pro rata for any portion thereof following the date by which such a
  Registration Statement should have been effective as described in (A) or (B)
  or (C) above (the "Blackout Period"). The issuance of such Penalty
  Warrants shall be the Purchasers' exclusive remedy for such events. The
  Blackout Period shall terminate upon (x) the effectiveness of the applicable
  Registration Statement in the case of (A) and (B) above; (y) listing or
  inclusion of the Common Stock on the Nasdaq National Market System, the Nasdaq
  Small Cap Market, the American Stock Exchange or the OTC Bulletin Board in the
  case of (C) above; and (z) the earlier termination of the Registration Period
  (as defined in Section 3(b) below). The obligation of the Corporation to issue
  Penalty Warrants hereunder shall cease when a Purchaser no longer holds Registrable Securities.

  
  
  2.5 Selection of Underwriters. If a registration pursuant to Section
  2.1 or 2.2 hereof involves an underwritten offering, the underwriter or
  underwriters thereof shall be selected by the Corporation in its sole
  discretion.

  
  
  3. REGISTRATION PROCEDURES.

  
  
  3.1 Procedures. The Corporation will, subject to the
  limitations provided herein, as expeditiously as possible:

  
  
  	use its best efforts to cause such Registration Statement to become
   effective and to remain continuously effective for a period that will
   terminate upon the earlier of (i) the date on which all Registrable
   Securities, covered by such Registration Statement, as amended from time to
   time, have been sold, and (ii) the date on which all Registrable Securities
   may be sold pursuant to Rule 144(k) (the "Registration Period");
   

 
	prepare and file
  with the SEC the requisite registration statement to effect such registration,
  and thereafter, use reasonable efforts to cause such registration statement to
  become effective; provided that before filing a registration  
  statement or prospectus or any amendments or supplements thereto, including
  documents incorporated by reference, the Corporation will furnish to counsel
  to the Holders of the Registrable Securities covered by such registration
  statement and the managing underwriter or underwriters, if any, draft copies
  of all such documents proposed to be filed (other than exhibits, unless so
  requested) a reasonable time prior thereto, which documents 


 




 

                                                                                                                                                                                                                                                                                                                                                                                                                          
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   will be subject to the reasonable review of such counsel and such Holders
   and underwriters, and will notify each Holder of the Registrable Securities
   of any stop order issued by the SEC in connection therewith and take all
   reasonable actions required to remove such stop order;

   

  	prepare and file with the SEC such amendments and supplements to such
   registration statement and the prospectus used in connection therewith as may
   be necessary to keep such registration statement effective and to comply with
   the provisions of the Securities Act with respect to the disposition of all
   securities covered by such registration statement until such time as all of
   such securities have been disposed of in accordance with the intended methods
   of disposition by the seller or sellers thereof set forth in such
   registration statement; provided however that the Corporation may, at any
   time, delay the filing or suspend the effectiveness of any registration under
   this Agreement, or without suspending such effectiveness, instruct the
   Purchasers not to sell any Registrable Securities included in any such
   registration, (i) if the Corporation shall have determined upon the advice of
   counsel that the Corporation would be required to disclose any actions taken
   or proposed to be taken by the Corporation in good faith and for valid
   business reasons, including without limitation, the acquisition or
   divestiture of assets, which disclosure would have a material adverse effect
   on the Corporation or on such actions, or (ii) if required by law, to update
   the prospectus relating to any such registration to include updated financial
   statements (a "Suspension Period") by providing the Purchasers with
   written notice of such Suspension Period and the reasons therefore; provided,
   however, that the Corporation will not be required to disclose such reasons
   with particularity if an authorized executive officer of the Corporation
   certifies that the Corporation believes it is required by law to delay the
   filing or suspend the effectiveness of any such registration. In addition,
   the Corporation shall not be required to keep any registration effective, or
   may without suspending such effectiveness, instruct the Purchasers if it has Registrable Securities included in such registration not to sell such
   securities, during any period which the Corporation is instructed, directed,
   ordered or otherwise requested by any governmental agency or self-regulatory
   organization to stop or suspend such trading or sales ("Supplemental
   Extension Period"). In the event of a Suspension Period or Supplemental
   Extension Period, the period during which any registration under this
   Agreement is to remain effective pursuant to this Section 3.1(b) shall be
   tolled until the end of any such Suspension Period or Supplemental Extension
   Period. The Corporation will restrict any Suspension Period or Supplemental
   Extension Period to less than 30 days;

   

   
	furnish to the Purchasers such number of conformed copies of such
   registration statement and of each such amendment and supplement thereto (in
   each case including all exhibits), such number of copies of the prospectus
   contained in such registration statement (including each preliminary
   prospectus and any summary prospectus) and any other prospectus filed under
   Rule 424 under the Securities Act, and such other documents, as the
   Purchasers may reasonably request;

   

   
	use its reasonable efforts to register or qualify all Registrable
   Securities and other securities covered by such registration statement under
   such other securities or blue sky laws of such jurisdictions as each seller
   thereof shall reasonably request and to keep such registration or
   qualification in effect for so long as such registration statement remains in
   effect, and take any other action which may be reasonably necessary or
   advisable to enable such seller to consummate the disposition in such
   jurisdictions of the securities owned by such seller, except that the
   Corporation shall not for any such purpose be required to qualify generally
   to do business as a foreign corporation in any jurisdiction wherein it would
   not but for the requirements of this Section 3.1(d) be obligated to be so
   qualified or to consent to general service of process in any such
   jurisdiction;

   

   
	use its reasonable efforts to cause all Registrable Securities covered by
   such registration statement to be registered with or approved by such other
   United States Federal or state governmental agencies or authorities as may be
   necessary to enable the Purchasers to consummate the disposition of such
   Registrable Securities;  

 
	notify in writing the Purchasers, if Registrable Securities are covered by
  such registration statement, at any time when a prospectus relating thereto is
  required to be delivered under the Securities Act, upon discovery that, or
  upon the happening of any event as a result of which the 

   


  
   

  

 




 

                                                                                                                                                                                                                                                                                                                                                                                                                          
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  prospectus included in such registration statement, as then in effect,
  includes an untrue statement of a material fact or omits to state any material
  fact required to be stated therein or necessary to make the statements therein
  not misleading in the light of the circumstances under which they were made,
  and at the request of the Purchasers prepare and furnish to the Purchasers a
  reasonable number of copies of a supplement to or an amendment of such
  prospectus as may be necessary so that, as thereafter delivered to the
  purchasers of such securities, such prospectus shall not include an untrue
  statement of a material fact or omit to state a material fact required to be
  stated therein or necessary to make the statements therein not misleading in
  the light of the circumstances under which they were made.

  

  	otherwise use reasonable efforts to comply with all applicable rules and
   regulations of the SEC and make available to its security holders, as soon as
   reasonably practicable, an earnings statement covering the period of at least
   twelve months beginning with the first full calendar month after the
   effective date of such registration statement, which earnings statement shall
   satisfy the provisions of Section 11(a) of the Securities Act;

   

   
	any securities exchange on which any of the Corporation's Common Stock is
   then listed.provide and cause to be maintained a transfer agent for all
   Registrable Securities covered by such registration statement from and after
   a date not later than the effective date of such registration statement; and

 
	use its reasonable efforts to list all Registrable Securities covered by
  such registration statement. 

   


  3.2 Information Requirements. It shall be a condition
  precedent to the obligations of the Corporation to take any action with
  respect to registering the Purchasers' Registrable Securities pursuant to this
  Section 3 that the Purchasers furnish the Corporation in writing such
  information regarding the Purchasers, the Registrable Securities and other
  securities of the Corporation held by the Purchasers, and the distribution of
  such securities as the Corporation may from time to time reasonably request in
  writing. If a Purchaser refuses to provide the Corporation with any of such
  information on the grounds that it is not necessary to include such
  information in the registration statement, the Corporation may exclude the
  Purchaser's Registrable Securities from the registration statement unless such
  Purchaser provides the Corporation with an opinion of counsel, which opinion
  and counsel shall be reasonably satisfactory to the Corporation and its
  counsel, to the effect that such information need not be included in the
  registration statement.

  
  
  The Purchasers agree by acquisition of such Registrable Securities that
  upon receipt of any notice from the Corporation of the happening of any event
  of the kind described in Section 3.1(j), the Purchasers will forthwith
  discontinue the Purchasers' disposition of Registrable Securities pursuant to
  the registration statement relating to such Registrable Securities until the
  Purchasers' receipt of the copies of the supplemented or amended prospectus
  contemplated by Section 3.1(j) and, if so directed by the Corporation, will
  deliver to the Corporation copies, other than permanent file copies then in
  the Purchasers' possession, of the current prospectus relating to such Registrable Securities at the time of receipt of such notice.

  
  
  4. UNDERWRITTEN OFFERINGS.

  
  
  If requested by the underwriters for any underwritten offering of
  Registrable Securities pursuant to a registration under Section 2 hereof, the
  Corporation and Purchasers will enter into an underwriting agreement with such
  underwriters for such offering, such agreement to be satisfactory in substance
  and form to the Corporation and the underwriters and to contain such
  representations and warranties by the Corporation and the Purchasers and such
  other terms as are generally prevailing in agreements of this type, including,
  without limitation, indemnities to the effect and to the extent provided in
  Section 6 hereof. 

  5. PREPARATION; REASONABLE INVESTIGATION.

  In connection with the preparation and filing of each registration
  statement under the Securities Act in connection with an Eligible
  Registration, the Corporation will give the Purchasers and their respective
  agents and advisors and the underwriters, if any, the reasonable opportunity
  to participate in the preparation of such registration statement, each
  prospectus included therein or filed with the SEC, and each 

 




                                                                                                                                                                                                                                                                                                                                                                                                                          
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  amendment thereof or supplement thereto, and will give each of them such
  access to its books and records and such opportunities to discuss the business
  of the Corporation with its officers and the independent public accountants
  who have certified its financial statements as shall be necessary, in the
  option of the Purchasers' counsel, to conduct a reasonable investigation
  within the meaning of the Securities Act. Subject to the rights and
  obligations of the Corporation under the Securities Act and other applicable
  laws, the Purchasers shall have the right to review and approve those portions
  of such registration statement that directly pertain to the Purchasers.

  
  
  6. INDEMNIFICATION

  
  
  6.1 Indemnification by the Corporation. In the event any
  Registrable Securities are included in a registration statement under this
  Agreement, to the extent permitted by law, the Corporation will, and hereby
  does, indemnify and hold harmless each Purchaser, its directors and officers,
  each other Person who participates as an underwriter in the offering or sale
  of such securities and each other Person, if any, who controls each Purchaser
  or any such underwriter within the meaning of the Securities Act, against any
  losses, claims, damages or liabilities, joint or several, to which each
  Purchaser or any such director or officer or underwriter or controlling person
  may become subject under the Securities Act or otherwise, insofar as such
  losses, claims, damages or liabilities (or actions or proceedings, whether
  commenced or threatened, in respect thereof) arise out of or are based upon
  any untrue statement or alleged untrue statement of any material fact
  contained in any registration statement under which such securities were
  registered under the Securities Act, any preliminary prospectus, final
  prospectus or summary prospectus contained therein, or any amendment or
  supplement thereto, or any omission or alleged omission to state therein a
  material fact required to be stated therein or necessary to make the
  statements therein not misleading, and the Corporation will reimburse the
  Purchasers and each such director, officer, underwriter and controlling person
  for any legal or any other expenses reasonably incurred by them in connection
  with investigating or defending any such loss, claim, liability, action or
  proceeding; provided that the Corporation shall not be liable in any such case
  to the extent that any such loss, claim, damage, liability (or action or
  proceeding in respect thereof) or expense arises out of or is based upon an
  untrue statement or alleged untrue statement or omission or alleged omission
  made in such registration statement, any such preliminary prospectus, final
  prospectus, summary prospectus, amendment or supplement in reliance upon and
  in conformity with information furnished to the Corporation by the Purchasers,
  and provided further that the Corporation shall not be liable to any Person
  who participates as an underwriter in the offering or sale of Registrable
  Securities or any other Person, if any, who controls such underwriter within
  the meaning of the Securities Act, in any such case to the extent that any
  such loss, claim, damage, liability (or action or proceeding in respect
  thereof) or expense arises out of such Person's failure to send or give a copy
  of the final prospectus, as the same may be then supplemented or amended to
  the Person asserting an untrue statement or alleged untrue statement or
  omission or alleged omission at or prior to the written confirmation of the
  sale of Registrable Securities to such Person if such statement or omission
  was corrected in such final prospectus and such delivery would have mitigated
  liability. Such indemnity shall remain in full force and effect regardless of
  any investigation made by or on behalf of the Purchasers or any such director,
  officer, underwriter or controlling person and shall survive the transfer of
  such securities by such seller.

  
  
  6.2 Indemnification by the Purchasers. In the event any
  Registrable Securities are included in a registration statement under this
  Agreement, to the extent permitted by law, each Purchaser whose Registrable
  Securities are registered pursuant to such registration statement will, and
  hereby does indemnify and hold harmless (in the same manner and to the same
  extent as set forth in Section 6.1) each underwriter, each Person who controls
  such underwriter within the meaning of the Securities Act, the Corporation,
  each director of the Corporation, each officer of the Corporation and each
  other Person, if any, who controls the Corporation within the meaning of the
  Securities Act, with respect to any statement or alleged statement in or
  omission or alleged omission from such registration statement, any preliminary
  prospectus, final prospectus or summary prospectus contained therein, or any
  amendment or supplement thereto, if such statement or alleged statement or
  omission or alleged omission was made in reliance upon and in strict
  conformity with information furnished to the Corporation by the Purchasers
  expressly for use in the preparation of such registration statement,
  preliminary prospectus, final prospectus, summary prospectus, amendment or
  supplement; provided that the Purchasers shall not be liable to any Person who
  participates as an underwriter in the offering or sale of Registrable
  Securities or any other Person, if any, who controls such underwriter within
  the meaning of the Securities Act, in any such case to the extent that 

 




 

                                                                                                                                                                                                                                                                                                                                                                                                                          
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  any such loss, claim, damage, liability (or action or proceeding in respect
  thereof) or expense arises out of such Person's failure to send or give a copy
  of the final prospectus, as the same may be then supplemented or amended, to
  the Person asserting an untrue statement or alleged untrue statement or
  omission or alleged omission at or prior to the written confirmation of the
  sale of Registrable Securities to such Person if such statement or omission
  was corrected in such final prospectus. Such indemnity shall remain in full
  force and effect regardless of any investigation made by or on behalf of any
  underwriter, the Corporation or any such director, officer or controlling
  Person and shall survive the transfer of such securities by such seller.

  
  
  6.3 Notices of Claims, etc. Promptly after receipt by
  an indemnified party of notice of the commencement of any action or proceeding
  involving a claim referred to in Sections 6.1 and 6.2, such indemnified party
  will, if a claim in respect thereof is to be made against an indemnifying
  party, give written notice to the latter of the commencement of such action;
  provided that the failure of any indemnified party to give notice as provided
  herein shall not relieve the indemnifying party of its obligations under the
  preceding subdivisions of this Section 6, except to the extent that the
  indemnifying party is actually prejudiced by such failure to give notice. In
  case any such action is brought against an indemnified party, unless in such
  indemnified party's reasonable judgment a conflict of interest between such
  indemnified and indemnifying parties may exist in respect of such claim, the
  indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified
  to the extent that it may wish, with counsel reasonably satisfactory to such
  indemnified party, and after notice from the indemnifying party to such
  indemnified party of its election so to assume the defense thereof, the
  indemnifying party shall not be liable to such indemnified party for any legal
  or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying
  party shall, without the consent of the indemnified party, consent to entry of
  any judgment or enter into any settlement, which does not include as an
  unconditional term thereof the giving by the claimant or plaintiff to such
  indemnified party of a release from all liability in respect to such claim or
  litigation. No indemnified party shall consent to entry of any judgment or
  enter into any settlement without the consent of the indemnifying party.

  
  
  6.4 Other Indemnification. Indemnification similar to that
  specified in the preceding subdivisions of this Section 6 (with appropriate
  modifications) shall be given by the Corporation and the Purchasers with
  respect to any required registration or other qualification of securities
  under any Federal or state law or regulation of any governmental authority
  other than the Securities Act.

  
  
  6.5 Indemnification Payments. The indemnification required by
  this Section 6 shall be made by periodic payments of the amount thereof during
  the course of the investigation or defense, as and when bills are received or
  expense, loss, damage or liability is incurred.

  
  
  6.6 Contribution. If the indemnification provided for
  in this Section 6 from the indemnifying party is unavailable to an indemnified
  party hereunder in respect of any losses, claims, damages, liabilities or
  expenses referred to therein, then the indemnifying party, in lieu of
  indemnifying such indemnified party, shall contribute to the amount paid or
  payable by such indemnified party as a result of such loss, claims, damages,
  liabilities or expenses in such proportion as is appropriate to reflect the
  relative fault of the indemnifying party and indemnified parties in connection
  with the actions which resulted in such losses, claims, damages, liabilities
  or expenses, as well as any other relevant equitable considerations. The
  relative fault of such indemnifying party and indemnified parties shall be
  determined by reference to, among other things, whether any action in
  question, including any untrue statement of material fact or omission or
  alleged omission to state a material fact, has been made by, or relates to
  information supplied by, such indemnifying party or indemnified parties, and
  the parties' relative intent, knowledge, access to information and opportunity
  to correct or prevent such action. The amount paid or payable by a party as a
  result of the losses, claims, damages, liabilities and expenses referred to
  above shall be deemed to include, subject to the limitations set forth in
  Section 6.3 hereof, any legal or other fees or expenses reasonably incurred by
  such party in connection with any investigation or proceeding.

  
  
  The parties hereto agree that it would not be just and equitable if
  contribution pursuant to this Section 6.6 were determined by pro rata
  allocation or by any other method of allocation which does not take account of
  the equitable considerations referred to in the immediately preceding
  paragraph. Notwithstanding the provisions of this Section 6.6 no underwriter
  shall be required to contribute any amount in excess of the amount by which
  the total price at which the Registrable Securities underwritten by 

 




 

                                                                                                                                                                                                                                                                                                                                                                                                                          
7




 
  it and distributed to the public were offered to the public exceeds the
  amount of any damages which such underwriter has otherwise been required to
  pay by reason of such untrue or alleged untrue statement or omission or
  alleged omission. No Person guilty of fraudulent misrepresentation (within the
  meaning of Section 11(f) of the Securities Act) shall be entitled to
  contribution from any Person who was not guilty of such fraudulent
  misrepresentation.

  
  
  If indemnification is available under this Section 6, the indemnifying
  parties shall indemnify each indemnified party to the full extent provided in
  Section 6.1 through Section 6.5 hereof without regard to the relative fault of
  said indemnifying party or indemnified party or any other equitable
  consideration provided for in this Section 6.6.

  
  
  7. REPORTING REQUIREMENTS UNDER EXCHANGE ACT.

  
  
  If and when the Corporation registers the Common Stock under the Exchange
  Act, thereafter the Corporation shall use its reasonable efforts to keep
  effective the registration of its Common Stock under Section 12 of the
  Exchange Act and shall timely file such information, documents and reports as
  the SEC may require or prescribe under Section 13 of the Exchange Act. The
  Corporation shall timely file such information, documents and reports which a
  corporation, partnership or other entity subject to Section 13 or 15(d)
  (whichever is applicable) of the Exchange Act is required to file.

  
  
  If the Corporation is subject to the reporting requirements of either
  Section 13 or 15(d) of the Exchange Act, the Corporation shall forthwith upon
  request furnish the Purchasers (i) a written statement by the Corporation that
  it has complied with such reporting requirements, (ii) a copy of the most
  recent annual or quarterly report of the Corporation, and (iii) such other
  reports and documents filed by the Corporation with the SEC as the Purchasers
  may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act. The
  Corporation acknowledges and agrees that the purpose of the requirements
  contained in this Section 7 are to enable the Purchasers to comply with the
  current public information requirement contained in Paragraph (c) of Rule 144
  under the Securities Act should the Purchasers ever wish to dispose of any of
  the Securities of the Corporation acquired by it without registration under
  the Securities Act in reliance upon Rule 144 (or any other similar exemptive
  provision). In addition, the Corporation shall take such other measures and
  file such other information, documents and reports, as shall hereafter be
  required by the SEC as a condition to the availability of Rule 144 under the
  Securities Act (or any similar exemptive provision hereafter in effect).

  8. FAILURE TO EFFECT REGISTRATION.

  If the Corporation shall fail to file the Registration Statement with
  respect to the Registrable Shares within the time period described in Section
  2.1 or obtain or maintain the effectiveness thereof or maintain the listing of
  the Common Stock (as described in Section 2.2) within the time periods
  described in Section 2.4, then, with respect to each 30-day period (or pro
  rata for any portion thereof) after such date for which such Registration
  Statement contemplated thereby shall not have been filed or made effective,
  the Corporation will issue to each Purchaser warrants to purchase Common Stock
  equal to two percent (2%) of the number of Registrable Shares owned by such
  Purchaser (the "Penalty Warrants"), such warrants having the terms and
  conditions substantially as set forth in the Form of Warrant attached hereto
  as Exhibit A. The Corporation shall issue and deliver to the Purchasers any
  Penalty Warrants within 10 days after the end of each such 30-day period (or
  portion thereof).

  
  
  9. STOCKHOLDER INFORMATION.

  
  
  The Corporation may require the Purchasers to furnish the Corporation such
  information in writing with respect to the Purchasers and the distribution of
  its Registrable Securities as the Corporation may from time to time reasonably
  request in writing and as shall be required by law or by the SEC in connection
  therewith.

 






                                                                                                                                                                                                                                                                                                                                                                                                                          
8





 
  10. FORMS.

  
  
  All references in this Agreement to particular forms of registration
  statements are intended to include, and shall be deemed to include, references
  to all successor forms which are intended to replace, or to apply to similar
  transactions as, the forms herein referenced.

  
  
  11. TRANSFER OF REGISTRATION RIGHTS.

  
  
  The registration rights granted to the Purchasers under this Agreement may
  not be transferred without the prior written consent of the Corporation, which
  may be withheld or granted in the Corporation's sole discretion.

  
  
  12. AMENDMENT.

  
  
  This Agreement may be amended only by a written agreement signed by the
  Corporation and the Purchasers.

  
  
  13. NOTICES.

  
  
  All notices, requests, consents and other communications required or
  permitted hereunder shall be in writing and shall be delivered, or mailed
  first-class postage prepaid, registered or certified mail,

  
  
  	If to a Purchaser at its respective address as shown on the books of the
   Corporation, or at such other address as such Purchaser may specify by
   written notice to the Corporation, or

   
	If to the Corporation at 1917 West 4th Avenue, Suite 421, Vancouver,
   British Columbia, Cecelia Pineda, President; or at such other address as
   the Corporation may specify by written notice to the Purchaser,


  
  
  and such notices and other communications shall for all purposes of this
  Agreement be treated as being effective or having been given if delivered
  personally, or, if sent by mail, when received.

  
  
  14. COUNTERPARTS.

  
  
  This Agreement may be executed concurrently in two or more counterparts,
  each of which shall be deemed an original, but all of which together shall
  constitute one and the same instrument.

  
  
  15. CHOICE OF LAW.

  
  
  THIS AGREEMENT AND THE VALIDITY AND ENFORCEABILITY HEREOF SHALL BE GOVERNED
  BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
  DELAWARE WITHOUT GIVING EFFECT TO CONFLICT OF LAWS RULES OR CHOICE OF LAWS
  RULES 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.

 




                                                                                                                                                                                                                                                                                                                                                                                                                          
9





 
  16. SEVERABILITY.

  
  
  Should any one or more of the provisions of this Agreement or any agreement
  entered into pursuant to this Agreement be determined to be illegal or
  unenforceable, all other provisions of this Agreement and of each other
  agreement entered into pursuant to this Agreement, shall be given effect
  separately from the provision or provisions determined to be illegal or
  unenforceable and shall not be affected thereby.

  
  
   

  CONTINUED ON NEXT PAGE...

 





 


                                                                                                                                                                                                                                                                                                                                                                                                                        
10




 
  
  16. WHOLE AGREEMENT.

  
  
  This Agreement constitutes the complete agreement and understanding by and
  among the parties hereto and shall supersede any prior understanding,
  agreement or representation by or among the parties, whether written or oral,
  related to the subject matter hereof.

  
   

  

  
  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
  executed by their duly authorized representatives effective the day and year
  first above written.

  
  NORTHTECH CORPORATION

  

  

  

  
  By:   

  Cecelia Pineda, President  

  
   

   

  
  PURCHASERS:

 




 


 
 	 Felix Holdings Limited 	 	Hypo Alpe-Adria-Bank (Liechenstein) AG
	 
   __________________________________
	 	

   

   __________________________________
	

   By: Nicholas Neadmore 
   _______________________________
	 	

   By: Philippe Mast, Deputy Manager

   _______________________________
	Print Name & Title	 	Print Name & Title
	 	 	 
	Epsom Investment Services, NV	 	JTE Finance
   AG
	 
   __________________________________
	 	

   

   __________________________________
	

   By: David Craven_______________________________
	 	

   By: Joe Eberbard_______________________________

	Print Name & Title	 	Print Name & Title
	 	 	 
	Jadry Financial Corp, Inc.	 	BANK SAL OPPENHEIM JR. & CIE
	

   __________________________________	 	

   __________________________________
	

   By: Axel Fundulus

   _______________________________	 	

   By: R. Grelat, Vice President

   _______________________________
	Print Name & Title	 	Print Name & Title
	 	 	

   __________________________________
	 	 	

   By: U. Fricker, Vice President

   _______________________________
	 	 	Print Name & Title
	 	 	 


 


                                                                                                                                                                                                                                                                                                                                                                                                                        
11



                                                                                                                                                                                                                                                                                                                                                                                                                 



 
  PLAN OF DISTRIBUTION

  
  The Selling Stockholders and any of their pledgees, assignees and
  successors-in-interest may, from time to time, sell any or all of their shares
  of Common Stock on any stock exchange, market or trading facility on which the
  shares are traded or in private transactions. These sales may be at fixed or
  negotiated prices. The Selling Stockholders may use any one or more of the
  following methods when selling shares:

  	ordinary brokerage transactions and transactions in which the
   broker-dealer solicits purchasers;
	block trades in which the broker-dealer will attempt to sell the shares
   as agent but may position and resell a portion of the block as principal to
   facilitate the transaction;
	purchases by a broker-dealer as principal and resale by the broker-dealer
   for its account; 
	an exchange distribution in accordance with the rules of the applicable
   exchange;
	privately negotiated transactions;
	settlement of short sales;
	broker-dealers may agree with the Selling Stockholders to sell a
   specified number of such shares at a stipulated price per share;
	a combination of any such methods of sale; and
	any other method permitted pursuant to applicable law.


  The Selling Stockholders may also sell shares under Rule 144 under the
  Securities Act, if available, rather than under this prospectus.

  Broker-dealers engaged by the Selling Stockholders may arrange for other
  brokers-dealers to participate in sales. Broker-dealers may receive
  commissions or discounts from the Selling Stockholders (or, if any
  broker-dealer acts as agent for the purchaser of shares, from the purchaser)
  in amounts to be negotiated. The Selling Stockholders do not expect these
  commissions and discounts to exceed what is customary in the types of
  transactions involved.

  The Selling Stockholders may from time to time pledge or grant a security
  interest in some or all of the shares of common stock owned by them and, if
  they default in the performance of their secured obligations, the pledgees or
  secured parties may offer and sell the shares of common stock from time to
  time under this prospectus, or under an amendment to this prospectus under
  Rule 424(b)(3) or other applicable provision of the Securities Act of 1933
  amending the list of Selling Stockholders to include the pledgee, transferee
  or other successors in interest as Selling Stockholders under this prospectus.

  The Selling Stockholders and any broker-dealers or agents that are involved
  in selling the shares may be deemed to be "underwriters" within the meaning of
  the Securities Act in connection with such sales. In such event, any
  commissions received by such broker-dealers or agents and any profit on the
  resale of the shares purchased by them may be deemed to be underwriting
  commissions or discounts under the Securities Act. The Selling Stockholders
  have informed the Corporation that it does not have any agreement or
  understanding, directly or indirectly, with any person to distribute the
  Common Stock.

  The Corporation is required to pay all fees and expenses incident to the
  registration of the shares. The Corporation has agreed to indemnify the
  Selling Stockholders against certain losses, claims, damages and liabilities,
  including liabilities under the Securities Act.

 








                                                                                                                                                                                                                                                                                                                                                                                                                        
12





 
  EXHIBIT A 

  THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
  AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED,
  ASSIGNED, PLEDGED, OFFERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
  EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE SECURITIES LAWS OR AN
  OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION STATING THAT SUCH
  REGISTRATION IS NOT REQUIRED. 

  SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BECOME
  VOID AFTER 5:00 P.M. EASTERN TIME ON OCTOBER ___, 2009 ("EXPIRATION DATE").
  

  NORTHTECH CORPORATION 

  WARRANT TO PURCHASE ______ SHARES OF 

  COMMON STOCK, $0.001 PAR VALUE PER SHARE ("COMMON STOCK")
  

  
  

  
  Series One

  Warrant Certificate No. W 2006-10-0000

  

  Number of Warrants:_____________                                                                                                 
  Holder:____________________

  

  Expiration Date: October ____, 2009                                                                                                  
  Address: ___________________

  
                                                                                                                                                                                                                                          
  _____________________

                                                                                                                                                                                                                                      
  

                                                                                                                                                                                                                                        
  _____________________

  

  Exercise Price Per Share: US $ 0.24 

  For identification only. The governing terms of this Warrant are set forth
  below.

  

 

  

  

  

  
   

  
  For VALUE RECEIVED, _____________________ ("Warrantholder"), is
  entitled to purchase, subject to the provisions of this Warrant, from NorthTech Corporation, a Delaware corporation ("Corporation"), at any
  time not later than 5:00 P.M., Eastern time, on October ___, 2009 (the "Expiration
  Date"), at an exercise price per share equal to $0.24 (the exercise price
  in effect being herein called the "Warrant Price"), _________ shares ("Warrant
  Shares") of Common Stock. The number of Warrant Shares purchasable upon
  exercise of this Warrant and the Warrant Price shall be subject to adjustment
  from time to time as described herein. 

  
  Section 1. Registration. The Corporation shall maintain books for the
  transfer and registration of the Warrant. Upon the initial issuance of the
  Warrant, the Corporation shall issue and register the Warrant in the name of
  the Warrantholder. 

  
  Section 2. Transfers. As provided herein, this Warrant may be
  transferred only pursuant to a registration statement filed under the
  Securities Act of 1933, as amended ("Securities Act") or an exemption
  from such registration. Subject to such restrictions, the Corporation shall
  transfer this Warrant from time to time upon the books to be maintained by the
  Corporation for that purpose, upon surrender thereof for transfer properly
  endorsed or accompanied by appropriate instructions for transfer and such
  other documents as may be reasonably required by the Corporation to establish
  that such transfer is being made in accordance with the terms hereof, and a
  new Warrant shall be issued to the transferee and the surrendered Warrant
  shall be canceled by the Corporation. 

  
  Section 3. Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant in whole or in part at any time upon
  surrender of the Warrant, together with delivery of the duly 

  
   

 




                                                                                                                                                                                                                                                                                                                                                                                                                        
13

  


 



 
  executed Warrant exercise form attached hereto as Appendix A (the "Exercise
  Agreement") and payment by cash, certified check or wire transfer of funds (or
  by cashless exercise as provided below) for the Warrant Price for that number
  of Warrant Shares then being purchased, to the Corporation during normal
  business hours on any business day at the Corporation's principal executive
  offices (or such other office or agency of the Corporation as it may designate
  by notice to the holder hereof). The Warrant Shares so purchased shall be
  deemed to be issued to the holder hereof or such holder's designee, as the
  record owner of such shares, as of the close of business on the date on which
  this Warrant shall have been surrendered (or evidence of loss, theft or
  destruction thereof and security or indemnity satisfactory to the Corporation
  shall have been provided to the Corporation), the Warrant Price shall have
  been paid and the completed Exercise Agreement shall have been delivered.
  Certificates for the Warrant Shares so purchased, representing the aggregate
  number of shares specified in the Exercise Agreement, shall be delivered to
  the holder hereof within a reasonable time, not exceeding seven (7) business
  days, after this Warrant shall have been so exercised. The certificates so
  delivered shall be in such denominations as may be requested by the holder
  hereof and shall be registered in the name of such holder or such other name
  as shall be designated by such holder. If this Warrant shall have been
  exercised only in part, then, unless this Warrant has expired, the Corporation
  shall, at its expense, at the time of delivery of such certificates, deliver
  to the holder a new Warrant representing the number of shares with respect to
  which this Warrant shall not then have been exercised. 

  Each exercise hereof shall constitute the representation and warranty of
  the Warrantholder to the Corporation that the representations and warranties
  contained in Article 5 of the Purchase Agreement (as defined below) are true
  and correct in all material respects with respect to the Warrantholder as of
  the time of such exercise. 

  
  Section 4. Compliance with the Securities Act of 1933. The Corporation
  may cause the legend set forth on the first page of this Warrant to be set
  forth on each Warrant or similar legend on any security issued or issuable
  upon exercise of this Warrant, unless counsel for the Corporation is of the
  opinion as to any such security that such legend is unnecessary. 

  
  Section 5. Payment of Taxes. The Corporation will pay any documentary
  stamp taxes attributable to the initial issuance of Warrant Shares issuable
  upon the exercise of the Warrant; provided, however, that the Corporation
  shall not be required to pay any tax or taxes which may be payable in respect
  of any transfer involved in the issuance or delivery of any certificates for
  Warrant Shares in a name other than that of the registered holder of this
  Warrant, and in such case, the Corporation shall not be required to issue or
  deliver any certificate for Warrant Shares or any Warrant until the person
  requesting the same has paid to the Corporation the amount of such tax or has
  established to the Corporation's reasonable satisfaction that such tax has
  been paid. The holder shall be responsible for income taxes due under federal,
  state or other law, if any such tax is due. 

  
  Section 6. Mutilated or Missing Warrants. In case this Warrant shall be
  mutilated, lost, stolen, or destroyed, the Corporation shall issue in exchange
  and substitution of and upon cancellation of the mutilated Warrant, or in lieu
  of and substitution for the Warrant lost, stolen or destroyed, a new Warrant
  of like tenor and for the purchase of a like number of Warrant Shares, but
  only upon receipt of evidence reasonably satisfactory to the Corporation of
  such loss, theft or destruction of the Warrant, and with respect to a lost,
  stolen or destroyed Warrant, reasonable indemnity or bond with respect
  thereto, if requested by the Corporation. 

  
  Section 7. Reservation of Common Stock. The Corporation hereby
  represents and warrants that there have been reserved, and the Corporation
  shall at all applicable times keep reserved until issued (if necessary) as
  contemplated by this Section 7, out of the authorized and unissued Common
  Stock, sufficient shares to provide for the exercise of the rights of purchase
  represented by the Warrant. The Corporation agrees that all Warrant Shares
  issued upon exercise of the Warrant shall be, at the time of delivery of the
  certificates for such Warrant Shares, duly authorized, validly issued, fully
  paid and non-assessable shares of Common Stock of the Corporation. 

  
  Section 8. Adjustments. Subject and pursuant to the provisions of this
  Section 8, the Warrant Price and number of Warrant Shares subject to this
  Warrant shall be subject to adjustment from time to time as set forth
  hereinafter. 

   

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
14




 
  	If the Corporation shall at any time or from time to time while the
   Warrant is outstanding, pay a dividend or make a distribution on its Common
   Stock in shares of Common Stock, subdivide its outstanding shares of Common
   Stock into a greater number of shares or combine its outstanding shares of
   Common Stock into a smaller number of shares or issue by reclassification of
   its outstanding shares of Common Stock any shares of its capital stock
   (including any such reclassification in connection with a consolidation or
   merger in which the Corporation is the continuing corporation), then the
   number of Warrant Shares purchasable upon exercise of the Warrant and the
   Warrant Price in effect immediately prior to the date upon which such change
   shall become effective, shall be adjusted by the Corporation so that the Warrantholder thereafter exercising the Warrant shall be entitled to receive
   the number of shares of Common Stock or other capital stock which the
   Warrantholder would have received if the Warrant had been exercised
   immediately prior to such event upon payment of a Warrant Price that has been
   adjusted to reflect a fair allocation of the economics of such event to the
   Warrantholder. Such adjustments shall be made successively whenever any event
   listed above shall occur. 
	If any capital reorganization, reclassification of the capital stock of
   the Corporation, consolidation or merger of the Corporation with another
   corporation in which the Corporation is not the survivor, or sale, transfer
   or other disposition of all or substantially all of the Corporation's assets
   to another corporation shall be effected, then, as a condition of such
   reorganization, reclassification, consolidation, merger, sale, transfer or
   other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon
   the basis and upon the terms and conditions herein specified and in lieu of
   the Warrant Shares immediately theretofore issuable upon exercise of the
   Warrant, such shares of stock, securities or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant
   Shares equal to the number of Warrant Shares immediately theretofore issuable
   upon exercise of the Warrant, had such reorganization, reclassification,
   consolidation, merger, sale, transfer or other disposition not taken place,
   and in any such case appropriate provision shall be made with respect to the
   rights and interests of each Warrantholder to the end that the provisions
   hereof (including, without limitation, provision for adjustment of the
   Warrant Price) shall thereafter be applicable, as nearly equivalent as may be
   practicable in relation to any shares of stock, securities or properties
   thereafter deliverable upon the exercise thereof. The Corporation shall not
   effect any such consolidation, merger, sale, transfer or other disposition
   unless prior to or simultaneously with the consummation thereof the successor
   corporation (if other than the Corporation) resulting from such consolidation
   or merger, or the corporation purchasing or otherwise acquiring such assets
   or other appropriate corporation or entity shall assume the obligation to
   deliver to the holder of the Warrant such shares of stock, securities or
   assets as, in accordance with the foregoing provisions, such holder may be
   entitled to purchase, and the other obligations under this Warrant. The
   provisions of this paragraph (b) shall similarly apply to successive
   reorganizations, reclassifications, consolidations, mergers, sales, transfers
   or other dispositions. 


  In case the Corporation shall fix a payment date for the making of a
  distribution to all holders of Common Stock (including any such distribution
  made in connection with a consolidation or merger in which the Corporation is
  the continuing corporation) on evidences of indebtedness or assets (other than
  cash dividends or cash distributions payable out of consolidated earnings or
  earned surplus or dividends or distributions referred to in Section 8(a)), or
  subscription rights or warrants, the Warrant Price to be in effect after such
  payment date shall be determined by multiplying the Warrant Price in effect
  immediately prior to such payment date by a fraction, the numerator of which
  shall be the total number of shares of Common Stock outstanding multiplied by
  the Market Price per share of Common Stock (as defined below), less the fair
  market value (as determined by the Corporation's Board of Directors in good
  faith) of said assets or evidences of indebtedness so distributed, or of such
  subscription rights or warrants, and the denominator of which shall be the
  total number of shares of Common Stock outstanding multiplied by such Market
  Price per share of Common Stock. "Market Price" as of a particular date (the
  "Valuation Date") shall mean the following: (a) if the Common Stock is then
  listed on a national stock exchange, the closing sale price of one share of
  Common Stock on such exchange on the last trading day prior to the Valuation
  Date; (b) if the Common Stock is then quoted on the Nasdaq National Market or
  Nasdaq SmallCap Market ("Nasdaq"), the closing sale price of one share of
  Common Stock on Nasdaq on the last trading day prior to the Valuation Date or,
  if no such closing sale price is available, the average of the high bid and
  the low sales price quoted on Nasdaq on the last trading day prior to the
  Valuation Date; or (c) if the Common Stock is not then listed on a national
  stock exchange or quoted on Nasdaq and if prices for the Common Stock are then
  quoted on 

   

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
15






 
  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;
  or (d) if the Common Stock is not then listed on a national stock exchange or
  quoted on Nasdaq or the OTC Bulletin Board, the fair market value of one share
  of Common Stock as of the Valuation Date, which shall be determined in good
  faith by the Board of Directors of the Corporation and the Warrantholder. The
  Board of Directors of the Corporation shall respond promptly, in writing, to
  an inquiry by the Warrantholder prior to the exercise hereunder as to the
  Market Value of a share of Common Stock as determined by the Board of
  Directors of the Corporation. In the event that the Board of Directors of the
  Corporation and the Warrantholder are unable to agree upon the fair market
  value in respect of subpart (c) hereof, the Corporation and the Warrantholder
  shall jointly select an appraisor, who is experienced in such matters. The
  decision of such appraiser shall be final and conclusive, and the cost of such
  appraiser shall be borne evenly by the Corporation and the Warrantholder. Such
  adjustment shall be made successively whenever such a payment date is fixed.
  

  	For the term of this Warrant, in addition to the provisions contained
   above, the Warrant Price shall be subject to adjustment as provided below. An
   adjustment to the Warrant Price shall become effective immediately after the
   payment date in the case of each dividend or distribution and immediately
   after the effective date of each other event which requires an adjustment.
   
	In the event that, as a result of an adjustment made pursuant to Section
   8(a), the holder of this Warrant shall become entitled to receive any shares
   of capital stock of the Corporation other than shares of Common Stock, the
   number of such other shares so receivable upon exercise of this Warrant shall
   be subject thereafter to adjustment from time to time in a manner and on
   terms as nearly equivalent as practicable to the provisions with respect to
   the Warrant Shares contained in this Warrant. 
	Anything herein to the contrary notwithstanding, the Corporation shall
   not be required to make any adjustment of the Warrant Price in the case of
   the issuance of any of (A) capital stock, Options or Convertible Securities
   issued to directors, officers, employees or consultants of the Corporation in
   connection with their service as directors of the Corporation, their
   employment by the Corporation or their retention as consultants by the
   Corporation pursuant to an equity compensation program approved by the Board
   of Directors of the Corporation or the compensation committee of the Board of
   Directors of the Corporation, (B) sales of shares of Common Stock upon the
   conversion or exercise of Options or Convertible Securities issued prior to
   the date hereof or (C) capital stock issued as full or partial consideration
   for a merger or acquisition, or a strategic allegiance or alliance in which
   the Corporation with respect to such strategic allegiance or alliance issues
   shares of its equity securities having an aggregate Fair Market Value (as
   defined below) of less than $10 million, approved by the Board of Directors
   of the Corporation. The "Fair Market Value" of a security as of a particular
   date (the "Valuation Date") shall mean the following: (a) if the security is
   then listed on a national stock exchange, the closing sale price of one
   security on such exchange on the last trading day prior to the Valuation
   Date; (b) if the security is then quoted on Nasdaq, the closing sale price of
   one security on Nasdaq on the last trading day prior to the Valuation Date
   or, if no such closing sale price is available, the average of the high bid
   and the low sales price quoted on Nasdaq on the last trading day prior to the
   Valuation Date; or (c) if the Common Stock is not then listed on a national
   stock exchange or quoted on Nasdaq and if prices for the Common Stock are
   then quoted on the OTC Bulletin Board, the volume weighted average price of
   the Common Stock on the last trading day prior to the Valuation Date (or the
   nearest preceding date) on the OTC Bulletin Board; (d) if the security is not
   then listed on a national stock exchange or quoted on Nasdaq or on the OTC
   Bulletin Board, the fair market value of one security as of the Valuation
   Date, shall be determined in good faith by a nationally selected investment
   banking firm or other nationally recognized business appraiser selected by
   the Board of Directors of the Corporation. The decision of such appraiser
   shall be final and conclusive, and the cost of such appraiser shall be borne
   evenly by the Corporation. An "Excluded Issuance" shall mean each of items
   (A), (B) and (C) above. 


  
  Section 9. Fractional Interest. The Corporation shall not be required
  to issue fractions of Warrant Shares upon the exercise of the Warrant. If any
  fractional share of Common Stock would, except for the provisions of the first
  sentence of this Section 9, be delivered upon such exercise, the Corporation,
  in lieu of delivering such fractional share, shall pay to the exercising
  holder of this Warrant an amount in cash equal to the current Fair Market
  Value of such fractional share of Common Stock. 

   

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
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  Section 10. Extension of Expiration Date. If the Corporation fails to
  cause any Registration Statement covering Registrable Securities (capitalized
  terms used in this section are as defined in the Registration Rights Agreement
  dated October ____, 2006) (the "Registration Rights Agreement") to be
  declared effective prior to the applicable dates set forth therein, or if any
  of the events specified in clause (B) or (C) of Section 2(c) of the
  Registration Rights Agreement occurs and the Blackout Period (whether alone,
  or in combination with any other Blackout Period) continues for more than 60
  days in any 12 month period, or for more than a total of 90 days, then the
  Expiration Date of this Warrant shall be extended one day for each day beyond
  the 60-day or 90-day limits, as the case may be, that the Blackout Period
  continues. 

  
  Section 11. Benefits. Nothing in this Warrant shall be construed to
  give any person, firm or corporation (other than the Corporation and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed
  that this Warrant shall be for the sole and exclusive benefit of the
  Corporation and the Warrantholder. 

  
  Section 12. Notices to Warrantholder. Upon the happening of any event
  requiring an adjustment of the Warrant Price, the Corporation shall promptly
  give written notice thereof to the Warrantholder at the address appearing in
  the records of the Corporation, stating the adjusted Warrant Price and the
  adjusted number of Warrant Shares resulting from such event and setting forth
  in reasonable detail the method of calculation and the facts upon which such
  calculation is based. Failure to give such notice to the Warrantholder or any
  defect therein shall not affect the legality or validity of the subject
  adjustment. 

  
  Section 13. Identity of Transfer Agent. The Transfer Agent for the
  Common Stock is Wells Fargo Shareowner Services. Upon the appointment of any
  subsequent transfer agent for the Common Stock or other shares of the
  Corporation's capital stock issuable upon the exercise of the rights of
  purchase represented by the Warrant, the Corporation will mail to the Warrantholder a statement setting forth the name and address of such transfer
  agent. 

  
  Section 14. Notices. Any notice pursuant hereto to be given or made by
  the Warrantholder to or on the Corporation shall be sufficiently given or made
  if sent by certified mail, return receipt requested, postage prepaid,
  addressed as follows: 

  NorthTech Corporation 1917 West 4th Avenue, Suite 421

    Vancouver, BC V6J 1M7

    Phone: 604-689-4088

    Fax #: 604-689-4087

   
  
  or such other address as the Corporation may specify in writing by notice
  to the Warrantholder complying as to delivery with the terms of this Section
  14. 

  Any notice pursuant hereto to be given or made by the Corporation to or on
  the Warrantholder shall be sufficiently given or made if personally delivered
  or if sent by an internationally recognized courier services by overnight
  service, to the address set forth on the books of the Corporation or, as to
  each of the Corporation and the Warrantholder, at such other address as shall
  be designated by such party by written notice to the other party complying as
  to delivery with the terms of this Section 14. All such notices, requests,
  demands, directions and other communications shall, when sent by courier be
  effective one (1) day after delivery to such courier as provided and addressed
  as aforesaid. 

  
  Section 15. Registration Rights. The initial holder of this Warrant is
  entitled to the benefit of certain registration rights in respect of the
  Warrant Share as provided in the Registration Rights Agreement, and any
  subsequent holder hereof may be entitled to such rights. 

  
  Section 16. Successors. All the covenants and provisions hereof by or
  for the benefit of the Warrantholder shall bind and inure to the benefit of
  its respective successors and assigns hereunder. 

  
  Section 17. Governing Law. This Warrant shall be deemed to be a
  contract made under the laws of the State of New York, without giving effect
  to its conflict of law principles, and for all purposes shall be construed in
  accordance with the laws of said State; provided, however, that, insofar as
  the Corporation is incorporated under the laws of the State of Delaware, the
  General Corporation Law of the State of Delaware (or any successor statute)
  shall govern those matters that apply to the internal governance of the
  Corporation. 

   

   

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
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Section 18. Cashless Exercise. 

  	Net Issue Election. Notwithstanding any other provision contained herein
   to the contrary, the Warrantholder may elect to receive, without the payment
   by the Warrantholder of the aggregate Warrant Price in respect of the shares
   of Common Stock to be acquired, shares of Common Stock equal to the value of
   this Warrant or any portion hereof by the surrender of this Warrant (or such
   portion of this Warrant being so exercised) together with the Net Issue
   Election Notice annexed hereto as Appendix B duly executed, at the office of
   the Corporation. Thereupon, the Corporation shall issue to the Warrantholder
   such number of fully paid, validly issued and nonassessable shares of Common
   Stock as is computed using the following formula: 


  X = Y (A - B) 

    A

   
  
  
  where:

  

  "X" = the number of shares of Common Stock which the Warrantholder has
    then requested be issued to the Warrantholder 

    "Y" = the total number of shares of Common Stock covered by this Warrant
    which the Warrantholder has surrendered at such time for cash-less exercise
    

    "A" = the "Fair Market Value" of one share of Common Stock as at the time
    the net issue election is made 

    "B" = the Warrant Price in effect under this Warrant at the time the net
    issue election is made. 

   
  
  
  Section 19. Call Provision. Notwithstanding any other provision
  contained herein to the contrary, in the event that the closing bid price of a
  share of Common Stock as traded on Nasdaq (or such other exchange or quotation
  system as the Common Stock may then be listed) exceeds 150% of the Warrant
  Price for twenty (20) consecutive trading sessions and all of the Warrant
  Shares issuable hereunder are registered pursuant to an effective Registration
  Statement (as defined in the Registration Rights Agreement), the Corporation,
  upon ten (10) business days prior written notice (the "Notice Period"),
  following such twenty (20) day period, to the Warrantholder, may demand that
  the Warrantholder exercise its rights with regard to all Warrant Shares and
  the Warrantholder must exercise its rights prior to the expiration of the
  Notice Period or if such exercise is not made or if only a partial exercise is
  made, any and all rights to further exercise rights to acquire Warrant Shares
  hereunder shall cease upon the expiration of the Notice Period. 

  
  Section 20. Amendments and Waivers. This Warrant may be amended only by
  a writing signed by the Corporation and the Warrantholder. 

  IN WITNESS WHEREOF, NorthTech Corporation has caused this Warrant to be
  duly executed, as of the day and year first above written. 

  
  NORTHTECH CORPORATION

  

  

  

  
  By:   

  Cecelia Pineda, President  

   

 



                                                                                                                                                                                                                                                                                                                                                                                                                        
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  EXHIBIT A

  APPENDIX A
  
  

  NORTHTECH CORPORATION

  
  WARRANT EXERCISE FORM 

  
  To: NorthTech Corporation 

  The undersigned hereby irrevocably elects to exercise the right of purchase
  represented by the within Warrant ("Warrant") for, and to purchase thereunder
  by the payment of the Warrant Price and surrender of the Warrant,
  _______________ shares of Common Stock ("Warrant Shares") provided for
  therein, and requests that certificates for the Warrant Shares be issued as
  follows: 

                                                                                                      
  ______________________________________

                                                                                                                                   
  Name

                                                                                                      
  ______________________________________ 

                                                                                                                                  
  Address 

                                                                                                      
  ______________________________________

                                                                                                                                 
  Address 

                                                                                                      
  _______________________________________

                                                                                                             
  Federal Tax ID or Social Security No. 

  
  and delivered by 

  |_| certified mail to the above address, or 

  |_| electronically (provide DWAC Instructions:_______________), or 

  |_| other (specify: _______________________________). 

  and, if the number of Warrant Shares shall not be all the Warrant Shares
  purchasable upon exercise of the Warrant, that a new Warrant for the balance
  of the Warrant Shares purchasable upon exercise of this Warrant be registered
  in the name of the undersigned Warrantholder or the undersigned's Assignee as
  below indicated and delivered to the address stated below. 

  By exercising the rights represented by this Warrant, the undersigned
  hereby certifies that, as of the date of exercise of this Warrant, the
  representations and warranties contained in Section 5 of the Purchase
  Agreement are true and correct in all material respects with respect to the
  undersigned. 

 







	Dated: ___________________, ____Note: The signature
  must correspond with           
  Signature:___________________________________

  the name of the registered holder as 

  written on the first page of the Warrant

  in every particular, without alteration

  or enlargement or any change whatever,

  unless the Warrant has been assigned.              
  Name (please print):___________________________

  
  

      
                                   
      Address_____________________________________

                                    
      ___________________________________________

                                    
      ___________________________________________

                                    
      Federal Identification or

                              
      Social Security No.:    ______________________

     
    
   
  
  
	 





                                                                                                                                                                                                                                                                                                                                                                                                                        
19





 
  APPENDIX "B" 

  Net Issue Election Notice 

  
  To: NorthTech Corporation 

  Date:_________________________ 

  The undersigned hereby elects under Section 18 of this Warrant to surrender
  the right to purchase ____________ shares of Common Stock pursuant to this
  Warrant and hereby requests the issuance of _____________ shares of Common
  Stock. The certificate(s) for the shares issuable upon such net issue election
  shall be issued in the name of the undersigned or as otherwise indicated
  below. 

 







	Signature: 

  _________________________________________

  
  By:    _____________________

  
  Title:  _____________________

  
  Address: ________________________________

                     
  ________________________________

                     
  ________________________________

                     
  ________________________________

  

     Tel:     
  ________________________________

  
     Fax.:     
  ________________________________
	Registration Instructions: 

   

   

  ___________________________________

  Name for Registration

  Address:  ____________________________

                      
  ____________________________

                      
  ____________________________

  
      Tel:       
  ____________________________ 

  
      Fax.:      
  ____________________________






 

                                                                                                                                                                                                                                                                                                                                                                                                                        
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