BRIDGE LOAN AGREEMENT

EXHIBIT 4.1

BRIDGE LOAN AGREEMENT

THIS BRIDGE LOAN AGREEMENT (" Loan Agreement ") is dated as of January 9 , 2007, by and between PLATINUM RESEARCH ORGANIZATION L.P., a Texas limited partnership, with headquarters located at 2828 Routh Street, 5th Floor, Dallas, Texas 75201 (" Platinum "), and PLATINUM RESEARCH ORGANIZATION, INC. (F/K/A NORTHTECH CORPORATION), having an office at 1917 West 4th Avenue, Suite 421, Vancouver B.C. V6J 1M7 (" NorthTech ").

W I T N E S S E T H

WHEREAS, Platinum wishes to induce NorthTech to loan to Platinum, and NorthTech is willing to loan to Platinum, subject to the terms and conditions set forth herein, up to One Million (US$ 1,000,000) United States Dollars.

NOW, THEREFORE, for and in consideration of the premises and the mutual agreement contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

   1. LOAN . Subject to the terms and conditions set forth herein, NorthTech shall loan to Platinum One Million (US$ 1,000,000) United States Dollars (the " Loan ") in one installment, by delivery of such amount to Platinum in U.S. funds by wire transfer to an account designated by Platinum.

   2. NOTE . The terms of the Loan shall be set forth in and evidenced by a Secured Promissory Note in substantially the form attached hereto as Exhibit A in the aggregate amount of One Million (US$ 1,000,000) United States Dollars, payable to the order of NorthTech or its assignees (the " Note ").

   3. MUTUAL DELIVERIES .

     (a) Upon the delivery by NorthTech of the loan proceeds as provided in Section 1 above, Platinum shall deliver to NorthTech the Note.

     (b) Platinum shall also deliver, or cause to be delivered, the original or execution copies of the following instruments and agreements duly executed by all parties thereto other than NorthTech (together with the Note - the "Related Agreements"):

1. 1. this Agreement;
   2. the promissory note in the Form annexed as Exhibit "A"; and
   3. the Security Agreement in the Form annexed as Exhibit "B".

  4. REPRESENTATIONS AND WARRANTIES OF PLATINUM . Platinum represents and warrants to NorthTech that:

      (a) Platinum has the partnership power and authority to enter into this Loan Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Platinum of this Loan Agreement and the Related Agreements and the consummation by Platinum of the transactions contemplated hereby and thereby have been duly authorized by all necessary partnership action on the part of Platinum. This Loan Agreement and the Related Agreements have been duly executed and delivered by Platinum and constitute valid and binding obligations of Platinum enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable).

       (b) The execution, delivery and performance by Platinum of this Loan Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement,

 

1

 

judgment, order, decree or other instrument binding on Platinum which breach or default has not otherwise been waived in writing or which breach or default could reasonably be expected to have a material adverse effect on Platinum.

      (c) Platinum is in material compliance with all applicable laws, regulations, judgments, decrees and orders material to the conduct of its business.

      (d) There is no pending, or to the knowledge of Platinum, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Loan Agreement or the Related Agreements or which involves Platinum and which if adversely determined, could reasonably be expected to have a material adverse effect on Platinum.

       (e) Other than with respect to the loan with the Seattle City Employee's Retirement System (the "Seattle Loan"), no consent or approval of, or exemption by, or filing with, any party or governmental or public body or authority is required in connection with the execution, delivery and performance under this Loan Agreement or the Related Agreements or the taking of any action contemplated hereunder or thereunder.

        (f) Platinum has been duly organized and is validly existing as a limited partnership under the laws of the jurisdiction of its formation. Platinum is duly qualified and licensed as a limited partnership in each jurisdiction in which its current ownership or leasing of any properties or its ownership or leasing of any properties or the character of its operations as currently conducted requires such qualification or licensing, except where the failure to be so qualified would not have a material adverse effect on Platinum. Platinum has all power and authority, and has obtained all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies necessary to own or lease its properties and conduct its business other than those authorizations, approvals and such other documents the lack of which could not reasonably be expected to have a material adverse effect on Platinum.

         (g) The execution, delivery and performance of this Agreement by Platinum and the Related Agreements to be delivered hereunder and the consummation of the transactions contemplated hereby and thereby will not: (i) violate any provision of Platinum's limited partnership formation documents, (ii) other than the Seattle Loan, violate, conflict with or result in the breach of any of the terms of, result in a material modification of the effect of, otherwise, give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Platinum is a party or by or to which Platinum or any of Platinum's assets or properties may be bound or subject, (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body by which Platinum, or the assets or properties of Platinum are bound, (iv) to Platinum's knowledge, violate any statute, law or regulation.

          (h) There has been no material change in the capitalization, assets, or liabilities of Platinum since the issuance of the financial statements, for the period ending September 30, 2006, delivered to NorthTech.

     5. REPRESENTATIONS AND WARRANTIES OF NORTHTECH . NorthTech hereby represents and warrants to Platinum that:

           (a) NorthTech has the corporate power and authority to enter into this Loan Agreement and the Related Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by NorthTech of this Loan Agreement and the Related Agreements and the consummation by NorthTech of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of NorthTech. This Loan Agreement and the Related Agreements have been duly executed and delivered by NorthTech and constitute valid and binding obligations of NorthTech, enforceable against it in accordance with their respective terms, subject to the effects of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the application of equitable principles in any proceeding (legal or equitable).

 

 

2

 

            (b) The execution, delivery and performance by NorthTech of this Loan Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not breach or constitute a default under any applicable law or regulation or of any agreement, judgment, order, decree or other instrument binding on NorthTech.

             (c) There is no pending, or to the knowledge of NorthTech, threatened, judicial, administrative or arbitral action, claim, suit, proceeding or investigation which might affect the validity or enforceability of this Loan Agreement or the Related Agreements.

            (d) No consent or approval of, or exemption by, or filing with, any party of governmental or public body or authority is required in connection with the execution, delivery and performance under this Loan Agreement or the Related Agreements or the taking of any action contemplated hereunder or

thereunder.

       6. COVENANTS OF PLATINUM . Platinum covenants and agrees that, so long as the Note shall be outstanding, except as otherwise required under the Related Agreements, Platinum shall:

            (a) Promptly pay and discharge all lawful taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits, or upon any of its property, before the same shall become in default as well as all lawful material claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such properties or any part thereof; provided, however, that it shall not be required to pay and discharge any such tax, assessment, charge, levy or claim so long as the validity thereof shall be contested in good faith by appropriate proceedings, and Platinum shall set aside on its books adequate reserves with respect to any such tax, assessment, charge, levy or claim so contested.

             (b) Pay, or cause to be paid, all material debts and perform, or cause to be performed, all material obligations promptly and in accordance with the respective terms thereof.

             (c) Provide to NorthTech the following:

1. 1. as soon as available after the end of each fiscal year of Platinum, a consolidated balance sheet of Platinum as at the end of that fiscal year and the related statement of earnings, stockholders' equity and changes in financial position of Platinum for such fiscal year, in accordance with its historical accounting practices; and
   2. as soon as available and in any event within ninety (90) days after the end of each of the first three quarters of each fiscal year (commencing the quarter ending September 30, 2006), an unaudited consolidated balance sheet of Platinum as of the end of that quarter, and the related unaudited statement of earnings of Platinum for the period from the beginning of that fiscal year to the end of that quarter, certified by the principal financial officer of Platinum as having been prepared in accordance with its historical accounting practices, subject to normal year-end adjustments.

             (e) Do, or cause to be done, all things that may be necessary to:

1. 1. maintain its due organization and valid existence under the laws of its state of formation;
   2. preserve and keep in full force and effect all qualifications, registrations and licenses in those jurisdictions in which the failure to do so could or would have a material adverse effect;
   3. maintain its power or authority to carry on its business as now conducted; and
   4. use its best efforts to keep available the services of its key present employees and agents and maintain its current relations with suppliers, customers, distributors and joint venture partners (subject to the business judgment of executive management).

             (f) At all times maintain, preserve, protect and keep material property used and useful in the conduct of its business in good repair, working order and condition (subject to normal wear and tear), and from time to time make all needful and proper repairs, renewals, replacements, betterment and

 

 

3

 

improvements thereto, so that the business carried on in connection