CONTRIBUTION AGREEMENT

Exhibit 2.1

CONTRIBUTION AGREEMENT

DATED OCTOBER 26, 2006

AMONG

PLATINUM RESEARCH ORGANIZATION L.P.

('PLATINUM'),

THE LIMITED PARTNERS OF PLATINUM
AND

THE SOLE STOCKHOLDER OF PLATINUM'S GENERAL PARTNER

(THE 'PRO TRANSFERORS') ,

STEVE DRAYTON, ON BEHALF OF CERTAIN OTHER INVESTORS IN NORTHTECH

(THE ' INVESTOR REPRESENTATIVE')

AND

NORTHTECH CORPORATION

('NORTHTECH')

CONTRIBUTION AGREEMENT

     CONTRIBUTION AGREEMENT (this 'Agreement'), dated as of October ____, 2006, among NorthTech Corporation, a company organized and existing under the laws of Nevada ('NorthTech'), Platinum Research Organization L.P., a limited partnership organized and existing under the laws of Texas ('Platinum'), Lubrication Partners, a joint venture ('GP Transferor') and sole shareholder of Platinum IP Management, Inc., a company organized and existing under the laws of Texas and the general partner of Platinum ('PRO GP'), each person holding a limited partnership interest in Platinum (each, a 'Limited Partner') (each Limited Partner and GP Transferor, a 'PRO Transferor' and collectively, the 'PRO Transferors'), and John T. (Cork) Jaeger as the representative of all PRO Transferors (the 'PRO Transferor Representative'), and Steve Drayton as the representative (the 'Investor Representative') of all individuals who invest in NorthTech (other than the PRO Transferors) (the 'Investors') and who have agreed to be bound by the terms of this Agreement and have appointed Steve Drayton as their representative for purposes of this Agreement, in each case pursuant to a subscription agreement.

     WHEREAS, GP Transferor owns all of the capital stock of PRO GP, and PRO GP is the sole general partner in Platinum;

     WHEREAS, the Limited Partners collectively own all of the limited partnership interests in Platinum;

     WHEREAS, (i) GP Transferor desires to contribute all of the capital stock of PRO GP (the 'PRO GP Capital Stock') to NorthTech, (ii) the Limited Partners desire to contribute all of the outstanding limited partner partnership interests of Platinum (collectively, the 'Partnership Interests' and together with the PRO GP Capital Stock, the 'Interests'), (iii) the Investors desire to contribute cash to NorthTech, and (iv) certain warrant holders desire to exercise warrants, and in each case NorthTech desires to issue shares of capital stock in NorthTech to the PRO Transferors, the Investors and the warrant holders in exchange for their respective contributions, all in a transaction intended to qualify under Section 351 of the Code, all on the terms and conditions hereinafter set forth; and

     WHEREAS, the definitions of certain defined terms used herein are set forth in Exhibit A hereto.

     NOW, THEREFORE, in consideration of the premises and of the respective covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1
CONTRIBUTION OF INTERESTS

     1.1       Contribution and Issuance.

          (a)      Contribution of Interests. Upon the terms and subject to the conditions set forth in this Agreement, (i) GP Transferor shall contribute to NorthTech, and NorthTech shall accept from GP Transferor, the PRO GP Capital Stock, free and clear of all Liens, (ii) each Limited Partner shall contribute to NorthTech, and NorthTech shall accept from such Limited Partner, the Partnership Interests held by such Limited Partner, free and clear of all Liens, and (iii) each Investor shall contribute to NorthTech, and NorthTech shall accept from each Investor, cash in an amount as set out in each individual subscription agreement (which in the aggregate with all other Investors shall be no less than $4,500,000) (the 'Cash'), in exchange for the issuance of the Closing Shares (as defined below).

          (b)      Issuance of Closing Shares in Exchange for Interests and Cash. In consideration of (i) the Limited Partners contribution of the Partnership Interests to NorthTech, (ii) the GP Transferor's contribution of the PRO GP Capital Stock to NorthTech, and (iii) the Investors contribution of the Cash to NorthTech (collectively, the 'Consideration'), NorthTech agrees to issue to (A) the PRO Transferors  55,000,000 unregistered shares of common stock of NorthTech, and (B) the Investors shares of the Preferred Stock (as herein so called) and the Investor Warrants which will represent, when taken together with the issued and outstanding shares of common stock held by existing shareholders of NorthTech, 47,500,000 shares of common stock on an as-converted and fully-diluted basis (collectively, the 'Closing

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Shares'). The number of shares to be issued by NorthTech in each case is set forth opposite each PRO Transferor's and Investor's name, respectively, on Exhibit D. This arms-length price was negotiated by the parties.

          (c)      Tax-Free Exchange under Section 351 of the Code. NorthTech, PRO Transferors and the Investors agree that the transactions described in this Agreement are intended to be characterized as a tax-free transaction under Section 351 of the Code.

     1.2 Closing. Unless the parties hereto shall agree in writing upon a different location, time or date, the closing of the contribution of the Interests and the Cash, and issuance of the Closing Shares (the 'Closing') shall take place at the offices of Hallett & Perrin, P.C., 2001 Bryan Street, Suite 3900, Dallas, Texas 75201, at 11:00 a.m. (Central Standard Time) on the 10th Business Day following the satisfaction or waiver (by the applicable party) of the conditions required to be satisfied or waived pursuant to Articles 6 and 7 hereof (other than those requiring the delivery of a certificate or other document, or the taking of other action, at the Closing), but in no event later than the Outside Date. The term 'Closing Date' means the date and time at which the Closing occurs.

     1.3 Deliveries at the Closing. Subject to the conditions set forth in this Agreement, at the Closing:

          (a)       GP Transferor shall deliver or cause to be delivered to NorthTech (i) stock certificate(s) representing the PRO GP Capital Stock accompanied with the appropriate endorsement(s) or stock power(s) duly executed by GP Transferor in blank, (ii) the applicable Closing Certificate described in Section 8.1(a)(iii), (iii) the applicable secretary's certificate described in Section 8.1(c), (iv) a Release Agreement duly executed by GP Transferor, and (v) all certificates and other instruments, agreements and documents which are expressly required or reasonably requested by NorthTech pursuant to this Agreement to be delivered by GP Transferor to NorthTech at the Closing.  

          (b)      Each Limited Partner shall deliver or cause to be delivered to NorthTech (i) an Assignment and Assumption Agreement with respect to all of the Partnership Interests duly executed by such Limited Partner, (ii) the applicable Closing Certificate described in Section 8.1(a)(iii), (iii) a Release Agreement duly executed by such Limited Partner, and (iv) all certificates and other instruments, agreements and documents which are expressly required or reasonably requested by NorthTech pursuant to this Agreement to be delivered by such Limited Partner to NorthTech at the Closing.

          (c)      Each Investor shall deliver or cause to be delivered to NorthTech (i) the Cash that is to be contributed by such Investor as set out in each individual subscription agreement, and (ii) all certificates and other instruments, agreements and documents which are expressly required or reasonably requested by NorthTech pursuant to this Agreement to be delivered by such Investor to NorthTech at the Closing.

          (d)      Platinum shall deliver or cause to be delivered to NorthTech (i) the applicable Closing Certificate described in Section 8.1(a)(iii), (ii) the applicable certificate of existence described in Section 7.1(c), (iii) the releases and satisfactions described in Section 7.1(e), and (iv) all certificates and other instruments, agreements and documents which are expressly required or reasonably requested by NorthTech pursuant to this Agreement to be delivered by Platinum to NorthTech at the Closing.

          (e)      The PRO Transferor Representative shall deliver or cause to be delivered to NorthTech all Ancillary Agreements, including but not limited to the Registration Rights Agreement, the Voting Agreement and the Lock-Up Agreement, to which any PRO Transferor or the PRO Transferor Representative is contemplated by this Agreement to be a party or signatory, duly executed by such Person, to the extent not otherwise delivered as provided in this Section 1.3.

          (f)      NorthTech shall (i) accept the Interests from the PRO Transferors and the Cash from the Investors, (ii) deliver the Closing Shares as provided in Section 1.1(b), (iii) deliver the Assignment and Assumption Agreements duly executed by NorthTech, (iv) deliver the applicable secretary's certificate described in Section 7.1(c) and Section 9.1(c), and (v) deliver to the PRO Transferor Representative and the Investors all certificates and other instruments, agreements and documents which are expressly required or reasonably requested by the PRO Transferor Representative and/or the Investors pursuant to this

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Agreement to be delivered by NorthTech to such PRO Transferor Representative and Investors at the Closing.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES REGARDING THE PRO TRANSFERORS

     Each PRO Transferor, severally but not jointly and with respect to such PRO Transferor only (and not with respect to any other PRO Transferor), represents and warrants to NorthTech as follows:

     2.1 Organization and Good Standing of Certain PRO Transferors. Each PRO Transferor (other than any individual) is a partnership or a limited liability company duly organized, validly existing and in good standing under the laws of the State of Texas. Each PRO Transferor has previously made available to NorthTech complete and correct copies of the partnership agreements or limited liability company agreements and certificates of limited partnership or articles of organization, as the case may be, of such PRO Transferor, as presently in effect.

     2.2 Authority. Each PRO Transferor (other than any Limited Partner that is an individual) has the requisite partnership or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each PRO Transferor (other than any Limited Partner that is an individual) of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party, the performance by such PRO Transferor of its obligations hereunder and thereunder and the consummation by such PRO Transferor of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite partnership or limited liability company action (including, if necessary, partner or member approval) on the part of such PRO Transferor. This Agreement has been duly executed and delivered by each PRO Transferor and, at the Closing, the Ancillary Agreements to which such PRO Transferor is a party will be duly executed and delivered by such PRO Transferor. This Agreement constitutes and, when executed and delivered at the Closing, the Ancillary Agreements to which each PRO Transferor is a party will constitute, the valid and binding obligations of such PRO Transferor, enforceable against such PRO Transferor in accordance with their respective terms except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity).

     2.3 Ownership of Interests.

          (a)      GP Transferor is the sole record and beneficial owner of the PRO GP Capital Stock, free and clear of all Liens.

          (b)      Each Limited Partner is the sole record and beneficial owner of that number of Partnership Interests as is set forth opposite such Limited Partner's name in Section 2.3(b) of the Disclosure Letter, free and clear of all Liens.

     2.4      No Conflict. Except as set forth in Section 2.4 of the Disclosure Letter, the execution and delivery by each PRO Transferor of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party do not, and the performance by such PRO Transferor of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party and the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of incorporation or by-laws or certificate of formation or limited liability company agreement (or any similar organizational instrument) of such PRO Transferor (other than any PRO Transferor who is an Individual), (ii) to the Knowledge of each PRO Transferor, violate any Law, Permit or Order applicable to such PRO Transferor, or any of its assets, properties or businesses (including the Interests owned by such PRO Transferor), except for such violations, if any, that when taken together with all other such violations would not be reasonably likely to have, in the aggregate, a Material Adverse Effect on the ability of such PRO Transferor to perform its

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obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it will be a party at the Closing, (iii) to the Knowledge of each PRO Transferor, result in a breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time or both, would become a default) under, require any consent or notice under, or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation of, any oral or written contract, agreement, commitment or understanding, to which such PRO Transferor is a party or is bound, except for such breaches, defaults or failures to obtain consent or give notice, if any, that when taken together with all other such breaches, defaults or failures would not be reasonably likely to have, in the aggregate, a Material Adverse Effect on the ability of such PRO Transferor to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it will be a party at the Closing, or (iv) result in the creation of any Lien on the Interests.

     2.5 Consents and Approvals. To the Knowledge of each PRO Transferor, the execution and delivery by such PRO Transferor of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party, do not, and the performance by such PRO Transferor of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party and the consummation by such PRO Transferor of the transactions contemplated hereby and thereby, do not and will not, require any Governmental Authorization or order of, action by, filing with or notification of, any Governmental Authority, or for the Governmental Authorizations set forth in Section 2.5 of the Disclosure Letter.

     2.6 Brokers. Except as set forth in Section 2.6 of the Disclosure Letter, no PRO Transferor nor any of its directors, officers, employees or Affiliates has employed any broker, investment bank or finder or has incurred or will incur any broker's, investment banking, finder's or similar fees, commissions or expenses, in each case in connection with the transactions contemplated by this Agreement.

2.7 Acquisition of Closing Shares for Investment. Each PRO Transferor is acquiring its Closing Shares for investment and not with a view toward, or for sale in connection with, any distribution thereof. Each PRO Transferor agrees that its Closing Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act except (i) pursuant to an exemption from such registration available under the Securities Act and (ii) in accordance with any applicable provisions of state securities laws.

     2.8 Litigation. Except as set forth in Section 2.8 of the Disclosure Letter, there is no suit, action, arbitration, demand, claim, dispute, investigation or proceeding pending or, to the Knowledge of each PRO Transferor, threatened, against the Interests held by such PRO Transferor; nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against any PRO Transferor solely with respect to its ownership of the Interests. No injunction, writ, temporary restraining order, decree or order of any nature has been issued by any court or other Governmental Authority against any PRO Transferor with respect to its ownership of the Interests purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any of the Ancillary Agreements or any documents contemplated thereby.

     2.9 Disclosure. To the Knowledge of each PRO Transferor, no representation or warranty by such PRO Transferor in this Agreement and no statement contained in this Agreement or in any document delivered or to be delivered pursuant hereto by such PRO Transferor contains or will contain an untrue statement of material fact or omits or will omit to state any material fact necessary to make the statements herein or therein contained, in light of the circumstances under which made by such PRO Transferor, not misleading.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES REGARDING PLATINUM

     Platinum represents and warrants to NorthTech as follows:

     3.1 Organization and Good Standing of Platinum; Authority of Platinum.

          (a)      Platinum is duly registered and validly existing as a limited partnership under the laws of the State of Texas. Platinum has the requisite partnership power and authority to own, operate and lease the

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properties and assets now owned, operated or leased by it and to carry on its business as now being conducted and as contemplated to be conducted. Platinum is duly qualified to do business and is in good standing under the Laws of each jurisdiction where such qualification is required, except for such failures to be qualified and in good standing, if any, that when taken together with all other such failures would not be reasonably likely to have, in the aggregate, a Material Adverse Effect. Platinum has previously made available to NorthTech complete and correct copies of the partnership agreements and certificates of limited partnership of Platinum, as presently in effect.

          (b)      Platinum has the requisite partnership power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Platinum of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party, the performance by Platinum of its obligations hereunder and thereunder and the consummation by Platinum of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite partnership action (including, if necessary, partner approval) on the part of Platinum. This Agreement has been duly executed and delivered by Platinum and, at the Closing, the Ancillary Agreements to which Platinum is a party will be duly executed and delivered by Platinum. This Agreement constitutes and, when executed and delivered at the Closing, the Ancillary Agreements to which Platinum is a party will constitute, the valid and binding obligations of Platinum, enforceable against Platinum, in accordance with its terms except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity).

     3.2 Subsidiaries. Set forth in Section 3.2 of the Disclosure Letter is a true and complete list of all of the Subsidiaries of Platinum stating, with respect to each such Subsidiary, its jurisdiction of incorporation or organization, type of entity and ownership percentage. Except for the Subsidiaries listed in Section 3.2 of the Disclosure Letter, Platinum does not own, directly or indirectly, beneficially or of record, or has any operational control over, any capital stock or other equity securities of, or any investment or other interest in any corporation, partnership, limited liability company, joint venture or other entity. Platinum does not have any obligation to acquire any capital stock or other equity securities of, or any obligation to invest in or loan funds to, any corporation, partnership, limited liability company or other Person.

     3.3 Capitalization of Platinum. The Partnership Interests constitute all of the issued and outstanding limited partnership interests in Platinum. GP Transferor is the sole general partner of Platinum. Other than as contemplated hereby, there is no security, option, warrant, right, call, subscription, agreement, commitment or understanding of any nature whatsoever, fixed or contingent, that directly or indirectly (i) calls for the issuance, sale, pledge, transfer or other disposition of any partnership interest or other equity interest of Platinum or any securities convertible into, or other rights to acquire, any partnership interest or other equity interest of Platinum, (ii) relates to the dividend or voting rights with respect to or control of such partnership interest or other equity interest, (iii) obligates any PRO Transferor or Platinum to grant, offer or enter into any of the foregoing or (iv) except as disclosed in Section 3.3 of the Disclosure Letter, provides for 'phantom' equity, profit participation or similar rights with respect to Platinum. All Partnership Interests are validly issued and freely transferable.

     3.4 No Conflict; Consents and Approvals.

          (a)      The execution, delivery and performance by Platinum of this Agreement and the consummation by Platinum of the transactions contemplated hereby do not (i) violate any provision of Platinum's partnership agreement or certificate of limited partnership, (ii) violate any Law, Permit or Order applicable to Platinum, or any of their respective assets, properties or businesses which violation would reasonably be expected to have a Material Adverse Effect, on the Partnership Interests, (iii) result in a breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time or both, would become a default) under, require any consent or notice under (except as disclosed in Section 3.4(a) of the Disclosure Letter), or give to others any right of termination, amendment, acceleration, suspension, revocation or cancellation of, any Material Contract or any material Permit held

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or used by Platinum or (iv) result in the creation of any Lien on any of the assets of Platinum or the Partnership Interests.

          (b)      The execution and delivery by Platinum of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party do not, and the performance by Platinum of this Agreement and the Ancillary Agreements to which it is or at the Closing will be a party and the consummation by Platinum of the transactions contemplated hereby and thereby will not, require any Governmental Authorization or order of, action by, filing with or notification of, any Governmental Authority, except (x) for the requirements for the Governmental Authorizations set forth in Section 3.4(b) of the Disclosure Letter.

     3.5 Financial Statements; Undisclosed Liabilities; Information Provided.

          (a)      Platinum has delivered or made available to NorthTech true and complete copies of the audited financial statements of Platinum as of December 31, 2005, December 31, 2004 and December 31, 2003 (collectively, the 'Audited Financial Statements'), and the unaudited financial statements for Platinum for the period ending June 30, 2006 (the '2006 Statements'). The Audited Financial Statements, the 2006 Statements and any audited or unaudited quarterly or annual financial statements to be made available to NorthTech by Platinum following the date of this Agreement shall collectively be referred to herein as the 'Financial Statements'. The Financial Statements are or will be, as the case may be, true and correct and fairly and accurately represent in all material respects the financial matters stated therein. All financial statements included as part of the Financial Statements fairly present or will fairly present, as the case may be, in all material respects, the financial condition of Platinum, as of the dates specified therein and the results of Platinum's operations for the periods specified therein.

          (b)      Platinum does not have any Liabilities required to be disclosed under GAAP except (i) as set forth on Section 3.5(b) of the Disclosure Letter, (ii) Liabilities expressly disclosed or reserved against in the Financial Statements and (iii) Liabilities which arose after June 30, 2006, in the ordinary course of business consistent with past practice. Platinum does not have any Liabilities under any sale-leaseback arrangement, synthetic lease or other off-balance sheet financing devices. None of the employees of Platinum are now or will by the passage of time hereinafter become entitled to receive any vacation time, vacation pay or severance pay attributable to services rendered prior to such date except as disclosed on the Financial Statements.

          (c)      Except as set forth in Section 3.5(c) of the Disclosure Letter or included in the Financial Statements, none of Platinum's Subsidiaries have any Liabilities.

          (d)      The information supplied, or to be supplied, by or on behalf of Platinum for inclusion in the Form 14A or 14C information statement to be filed with the SEC by NorthTech, such as: the information incorporated in the Description of Platinum's business in the summary section; Management's Discussion and Analysis of Financial Condition and Results of Operations of Platinum; Platinum's information included within the Business Section; and Platinum's Financial Statements; shall not on the date that the information statement is first mailed to the shareholders of NorthTech contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or omit to state any material fact, necessary in order to make the statements made in the information statement not false or misleading.

     3.6 Business Since June 30, 2006. Since June 30, 2006 and except as otherwise set forth in Section 3.6 of the Disclosure Letter, (i) Platinum has operated its business in the ordinary course consistent with past practice, and (ii) except in the ordinary course of business there has not been any:

          (a)      change in the condition (financial or otherwise), properties, assets, liabilities, business operations or results of operations that could reasonably be expected to constitute a Material Adverse Effect;

          (b)      redemption, repurchase or other acquisition of the Partnership Interests other than for cash or any declaration, setting aside or payment of any non-cash dividend or other non-cash distribution with respect to the Partnership Interests;

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          (c)      increase in or modification of the compensation or benefits payable or to become payable by Platinum to any of its directors, officers, employees or consultants other than as would be permitted under Section 6.7(g);

          (d)      modification of any term of benefits payable under, any Employee Benefit Plan;

          (e)      acquisition or sale of a material amount of property or assets of Platinum, or by Platinum of any property or assets of the PRO Transferors;

          (f)      (i) incurrence, assumption or guarantee by Platinum of any debt for borrowed money; or (ii) issuance by Platinum of any securities;

          (g)      creation or assumption by Platinum of any mortgage, pledge, material security interest or lien or other encumbrance on any asset;

          (h)      making of any loan, advance or capital contribution to or investment in any Person;

          (i)      entering into, amendment of, relinquishment, termination or non-renewal by Platinum of any contract, lease transaction, commitment or other right or obligation;

          (j)      transfer or grant of a right under Platinum's Intellectual Property or any disclosure of any material proprietary information with respect to Platinum's business to any Person which has had or may have a Material Adverse Effect on Platinum;

          (k)      labor dispute or charge of unfair or discriminatory employment or labor practice, any activity or proceeding by a labor union or representative thereof to organize any employees of Platinum or any campaign being conducted to solicit authorization from employees to be represented by such labor union;

          (l)      agreement or arrangement made by Platinum to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement untrue or incorrect as of the date when made unless otherwise disclosed;

          (m)      change in accounting methods or practices, except as disclosed in the Financial Statements;

          (n)      waiver or release of any right or claim;

          (o)      prepayment by Platinum of any material liabilities or obligations;

          (p)      acceleration, termination, suspension, abrogation, renewal, modification or cancellation of any Permit;

          (q)      termination, renewal, modification or cancellation of any Material Contract other than in the ordinary course of business consistent with past practice, or any acceleration, suspension, or abrogation of any Material Contract;

          (r)      acquisition of all or substantially all of the assets or properties or of the securities or business of any other Person by Platinum or any merger, consolidation or amalgamation involving Platinum;

          (s)      making, changing or revoking of any election concerning Taxes or Tax Returns, change any annual accounting period, change any accounting method, file any amended Tax Returns, enter into any closing agreement with respect to Taxes, settle any Tax claim or assessment or surrender any right to claim a refund of Taxes or obtain or apply for any Tax ruling; or

          (t)      agreement by Platinum to do any of the foregoing.

     3.7 Compliance with Law. Platinum and Platinum's Subsidiaries are in compliance in all material respects with all applicable Laws, Permits or Orders. To Platinum's Knowledge, there is currently no investigation or review by a Governmental Authority with respect to Platinum or any of Platinum's

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Subsidiaries pending or threatened, nor has any Governmental Authority notified Platinum, Platinum's Subsidiaries or any PRO Transferor of its intention to conduct the same.

     3.8 Litigation. Except as disclosed in Section 3.8 of the Disclosure Letter, there is no suit, action, arbitration, demand, claim, dispute, investigation or proceeding pending or, to the Knowledge of Platinum, threatened, against either of Platinum or any of Platinum's Subsidiaries; nor is there any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator outstanding against Platinum or any of Platinum's Subsidiaries. No injunction, writ, temporary restraining order, decree or order of any nature has been issued by any court or other Governmental Authority against Platinum or Platinum's Subsidiaries purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any of the Ancillary Agreements or any documents contemplated thereby.

     3.9 Contracts and Agreements; Defaults.

(a)      Section 3.9(a) of the Disclosure Letter sets forth a list of any of the following written or (except as otherwise specified below) oral contracts, agreements and other instruments (the 'Material Contracts') entered into by Platinum or Platinum's Subsidiaries or by which Platinum or Platinum's Subsidiaries are bound, true and correct copies of each of which (or written summaries, in the case of oral contracts) have been delivered to NorthTech and/or its counsel:

(i)      collective bargaining or similar labor agreements;

(ii)      joint venture contract or agreement which has involved or is reasonably expected to involve a sharing of profits or losses in excess of $25,000 per annum with any other party;

(iii)      (x) written contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan, other than written contracts relating to the engagement of any person as an actor, writer or translator copies of which have been previously provided to NorthTech, and (y) oral contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan which is not cancelable without penalty within 30 days;

(iv)      indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction or imposing a Lien on any asset;

(v)      lease, conditional sales or other agreement pursuant to which Platinum or Platinum's Subsidiaries leases, has purchased or sold or holds possession of, but not title to, any real or personal property, whether as lessor, lessee, purchaser, PRO Transferor, bailee, pledgee or the like;

(vi)      management, service, consulting or any other similar arrangement, or any non-competition agreement;

(vii)      power of attorney granted by or to Platinum or Platinum's Subsidiaries;

(viii)      contract not entered into in the ordinary course of business consistent with past practice which is not cancelable without penalty within 30 days;

(ix)      sales representative agreements to which Platinum or Platinum's Subsidiaries is a party, regardless of amounts involved;

(x)      any  Contract relating to an acquisition (closed or otherwise) by Platinum or Platinum's Subsidiaries of a business or the capital stock of any Person;

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(xi)      Contracts containing covenants of Platinum or Platinum's Subsidiaries not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with Platinum or Platinum's Subsidiaries in any line of business or in any geographical area;

(xii)      any Contract that provides for any party to have first refusal, first offer, 'tag-along' or 'drag-along' rights or obligations with respect to any partnership interest, capital stock or other security of Platinum or Platinum's Subsidiaries ;

(xiii)      any Contract to which Platinum or Platinum's Subsidiaries, on the one hand, and any Related Party of Platinum or Platinum's Subsidiaries, on the other hand, are parties;

(xiv)      any Contract relating to rights, licenses, permissions or privileges with respect to the use, distribution, performance or other exploitation of Intellectual Property to which Platinum or Platinum's Subsidiaries is a party (a 'License Agreement'). Section 3.9(a) of the Disclosure Letter sets forth a true and correct list of all License Agreements; or

(xv)      any agreement which by its terms involves the payment after the Closing Date by or to Platinum or Platinum's Subsidiaries of an amount of $100,000 or more which has not been included within clauses (i) through (xiv) above and any agreement which otherwise involves a commitment by Platinum or Platinum's Subsidiaries which is material to the business of Platinum or Platinum's Subsidiaries.

         (b)      Except as set forth in Section 3.9(b) of the Disclosure Letter or for such breaches, defaults, events or failures to be in full force and effect or validly binding and enforceable as have not had and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, (i) neither Platinum nor, to Platinum's Knowledge, any other party to any Material Contract is in breach of or default under any such Material Contract, (ii) no event has occurred which (after notice or lapse of time or both) would become a breach or default by Platinum under any Material Contract, (iii) to Platinum's Knowledge, each Material Contract is in full force and effect and is valid, binding and enforceable against Platinum and each other party thereto, in accordance with its terms, except that such enforcement may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws (whether statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the rights of creditors generally or by equitable principles (regardless of whether considered in a proceeding at law or in equity), and (iv) Platinum has received or given any written notification asserting a breach or default under any Contract. PRO Transferors have heretofore furnished NorthTech with the consent of any such parties to the transactions contemplated hereby.

     3.10 Employee Benefit Plans.

          (a)      Section 3.10(a) of the Disclosure Letter contains a complete list of all Employee Benefit Plans. The PRO Transferors have delivered to NorthTech and/or its counsel prior to the date hereof true and complete copies of (i) any employment agreements and any procedures and policies relating to the employment of employees of Platinum or Platinum's Subsidiaries and the use of temporary employees and independent contractors by Platinum or Platinum's Subsidiaries (including summaries of any procedures and policies that are unwritten), (ii) all Employee Benefit Plans and related trust agreements, insurance and other contracts, summary plan descriptions and summaries of material modifications and communications distributed to the participants of each Employee Benefit Plan, (iii) the reports which have been filed (or are in fully completed form for filing) for the last 3 years with the IRS and the Department of Labor with respect to each Employee Benefit Plan which is required to make such filing, (iv) the latest determination letter issued for each Employee Benefit Plan and related trust that are intended to satisfy the qualification requirements of Sections 401(a) and 501(a) of the Code, and (v) the latest IRS Form 5300 or 5307 (whichever is applicable) filed with the IRS for each Employee Benefit Plan and related trust that are intended to satisfy the qualification requirements of Sections 401(a) and 501(a) of the Code.

          (b)      Neither Platinum or Platinum's Subsidiaries maintains nor has ever maintained an Employee Benefit Plan subject to Title IV of ERISA. With respect to each Employee Benefit Plan, no party in interest

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or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code, respectively) has at any time engaged in a transaction which could subject Platinum or Platinum's Subsidiaries, or NorthTech, directly or indirectly, to a material tax, penalty or liability for prohibited transactions imposed by ERISA or the Code. No fiduciary (as defined in Section 3(21) of ERISA) with respect to any Employee Benefit Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA.

          (c)      Each Employee Benefit Plan is and has been operated in material compliance with its terms and all applicable laws including, without limitation, the Code and ERISA, and by its terms can be amended and/or terminated at any time. As of the Closing Date, Platinum and Platinum's Subsidiaries shall have made all required contributions under each Employee Benefit Plan for all periods through and including the Closing Date or adequate accruals therefor shall have been provided for and reflected on the Financial Statements. Except as disclosed on Section 3.10(c) of the Disclosure Letter, neither Platinum nor Platinum's Subsidiaries has made a commitment to allocate or make a profit sharing contribution under any Employee Benefit Plan with respect to any plan year commencing or ending in 2004 or 2005.

          (d)      Neither Platinum nor any Platinum Subsidiary has received or is aware of any actions, claims (other than routine claims for benefits), lawsuits or arbitrations pending or, to the Knowledge of Platinum, threatened with respect to any Employee Benefit Plan or against any fiduciary of any Employee Benefit Plan, and Platinum does not have Knowledge of any facts that could give rise to any such actions, claims, lawsuits or arbitrations. There has not occurred any circumstances by reason of which Platinum or Platinum's Subsidiaries may be liable for an act, or a failure to act, by a fiduciary with respect to any Employee Benefit Plan.

          (e)      No Employee Benefit Plan provides or provided for continuing benefits or coverage for any participant or any dependent or beneficiary of any participant after such participant's retirement or other termination of employment (except as may be required by Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (collectively, 'COBRA')).

          (f)      Neither Platinum or Platinum's Subsidiaries has ever contributed to, or withdrawn in a partial or complete withdrawal from, any multiemployer plan (as defined in Section 3(37) of ERISA) or incurred contingent liability under Section 4204 of ERISA.

          (g)      Neither Platinum or Platinum's Subsidiaries or any PRO Transferor proposed nor agreed to any increase in benefits under any Employee Benefit Plan (or the creation of new benefits) or change in employee coverage which would increase the expense of maintaining any such Employee Benefit Plan.

          (h)      The consummation of the transactions contemplated by this Agreement will not result in (i) any payment (including, without limitation, severance, unemployment compensation, golden parachute or bonus payments) becoming due to any director, officer, employee or consultant of Platinum or Platinum's Subsidiaries, (ii) any increase in the amount of compensation or benefits payable in respect of any director, officer, employee or consultant of Platinum or Platinum's Subsidiaries, or (iii) accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any director, officer, employee or consultant of Platinum or Platinum's Subsidiaries. No Employee Benefit Plan provides benefits or payments contingent upon, triggered by or increased as a result of, a change in the ownership or effective control of Platinum or Platinum's Subsidiaries.

     3.11 Employment-Related Matters.

          (a)      No employees of Platinum are covered by a collective bargaining agreement or similar labor agreement and Platinum is not currently negotiating such an agreement. There is no labor strike, organized work stoppage, lockout or other labor controversy presently pending or, to the Knowledge of Platinum, threatened against Platinum and Platinum has not experienced any labor strike, lockout or organized work stoppage during the last three years. To the Knowledge of Platinum, there is no union organization campaign relating to any employees of Platinum. There is no unfair labor practice charge or complaint or any other similar action, suit, arbitration, proceeding or investigation pending against Platinum or, to the Knowledge of Platinum, threatened before the National Labor Relations Board or any other Governmental

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Authority. No charges with respect to or relating to the employees of Platinum are pending or, to the Knowledge of Platinum, threatened before the Equal Employment Opportunity Commission or any other Governmental Authority responsible for the prevention of unlawful employment practices.

          (b)      Section 3.11(b) of the Disclosure Letter lists all employees of Platinum and Platinum's Subsidiaries as of the date of this Agreement. Except as provided in Section 3.11(b) of the Disclosure Letter, (i) no person or entity has a written employment, severance or independent contractor agreement with Platinum or Platinum's Subsidiaries, (ii) no person or entity has an oral employment, severance or independent contractor agreement with Platinum or Platinum's Subsidiaries which is not cancelable without penalty within 30 days, and (iii) no 'leased employee' (within the meaning of Section 414(n) or (o) of the Code) performs any material services for Platinum or Platinum's Subsidiaries. PRO Transferors have heretofore furnished NorthTech with a true, correct and complete list of the salaries of all employees of Platinum as of the date of this Agreement.

          (c)      Platinum and Platinum's Subsidiaries are in material compliance with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters.

          (d)      Platinum and Platinum's Subsidiaries have good relations with its employees and, to the Knowledge of Platinum, there are no facts indicating that the consummation of the transactions contemplated hereby will have an adverse effect on such relations, and Platinum has no Knowledge that any of key employees of Platinum or Platinum's Subsidiaries intends to leave their employ.

          (e)      Neither Platinum or Platinum's Subsidiaries is engaged in any unfair labor practice. There is (i) no grievance or arbitration proceeding arising out of or under collective bargaining agreements pending or threatened against either Platinum or Platinum's Subsidiaries; (ii) no strike, labor dispute, slowdown or stoppage pending or, to the Knowledge of Platinum, threatened against either Platinum or Platinum's Subsidiaries; (iii) neither Platinum nor Platinum's Subsidiaries is a party to any collective bargaining agreement or contract; (iv) no union representation question existing with respect to the employees of Platinum or Platinum's Subsidiaries; and (v) no union organizing activities are taking place.

     3.12 Taxes.

          (a)      Platinum and Platinum's Subsidiaries have timely filed all Tax Returns which are required to be filed by them, which returns and reports are, to the Knowledge of Platinum, true, correct and complete in all material respects, and has paid timely all Taxes whether or not shown as due on such Tax Returns that they are required to have paid.

          (b)      There are no actions, suits, proceedings, audits, investigations or claims now pending, nor, to the Knowledge of Platinum, proposed against Platinum or Platinum's Subsidiaries (including without limitation, any partnership level administrative or judicial proceedings under Section 6231 et seq. of the Code or any similar provision of state or local law) relating to any Taxes.

          (c)      Platinum has delivered, or made available, to NorthTech complete and correct copies of all Tax Returns, examination reports, and statements of deficiency that have been filed by, assessed against, or agreed to by any of Platinum or Platinum's Subsidiaries, with respect to the activities of any of Platinum or Platinum's Subsidiaries. To the Knowledge of Platinum, no claim has ever been made or proposed by an authority in a jurisdiction where Platinum or Platinum's Subsidiaries does not file Tax Returns that it is or may be required to file Tax Returns in that jurisdiction.

          (d)      There are no Liens on any of the assets of Platinum or Platinum's Subsidiaries, except for any Liens for current Taxes that are not yet due and payable and Permitted Liens.

          (e)      Neither Platinum nor Platinum's Subsidiaries (i) has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which Taxes have not since been paid, (ii) except as set forth in Section 3.12(e) of the Disclosure Letter, has requested or been granted an extension of the time for filing any Tax Return to a date later than the Closing

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Date, which Tax Return has since not been filed and any Taxes relating to such Tax Return (whether or not shown on as due on such Tax Return) has not been paid, (iii) has granted to any Person any power of attorney that is currently in force with respect to any Tax matter relating to any of Platinum or Platinum's Subsidiaries, or (iv) has been a member of an affiliated group (as defined in Section 1504 of the Code) or filed or been included in a combined, consolidated or unitary income or similar Tax Return.

          (f)      Section 3.12(f) of the Disclosure Letter sets forth (i) all types of Taxes paid, and all types of Tax Returns filed, by or on behalf of each of Platinum and Platinum's Subsidiaries and (ii) all of the jurisdictions that impose such Taxes or the duty to file such Tax Returns.

          (g)      Neither Platinum nor Platinum's Subsidiaries has any liability for Taxes of any other Person by reason of contract, agreement (including as a party to a Tax allocation, sharing, or similar agreement), assumption, transferee liability, operation of law, or otherwise.

          (h)      Neither Platinum nor Platinum's Subsidiaries or any other person on behalf of any of them: (i) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of state, local, foreign, or other law; or (ii) has agreed to, or is required to make, any adjustments pursuant to Section 481 or Section 263A of the Code or any similar provision of state, local, foreign, or other law, nor has any Governmental Authority proposed any such adjustments or change in accounting method.

          (i)      Neither Platinum nor Platinum's Subsidiaries has made any payment or payments, is obligated to make any payment or payments, or is a party to (or a participating employer in) any agreement or Employee Benefit Plan that could obligate one of Platinum or Platinum's Subsidiaries to make any payment or payments that would constitute an 'excess parachute payment,' as defined in Section 280G of the Code (or any similar provision of state, local, foreign, or other law) or that would otherwise not be fully deductible under Section 162 or Section 404 of the Code (or any similar provision of state, local, foreign, or other law).

          (j)      Neither Platinum nor Platinum's Subsidiaries has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

          (k)      Neither Platinum nor Platinum's Subsidiaries has distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

          (l)      All Taxes attributable to periods ending on or prior to the Closing Date, to the extent not required to have been paid previously, will be fully and adequately reserved for or accrued as of the Closing Date as a current liability on the respective balance sheets of Platinum, Platinum's Subsidiaries, or both.

          (m)      Since June 30, 2006, neither Platinum nor Platinum's Subsidiaries has incurred any liability for any Tax other than in the ordinary course of its business. Neither Platinum nor Platinum's Subsidiaries has entered into a transaction that currently is being accounted for under the installment method of Section 453 of the Code or a similar provision of state, local, foreign, or other law, and neither Platinum nor Platinum's Subsidiaries has any taxable income that will be reportable in a taxable period beginning after the Closing Date that is attributable to a transaction or event that occurred prior to the Closing.

     3.13 Permits. Section 3.13 of the Disclosure Letter lists all material Permits that are presently required for the operation of Platinum, as currently conducted and as proposed to be conducted, which Permits have been duly obtained by Platinum and are in full force and effect, except where the failure to acquire such Permits or to keep such Permits in full force and effect, if any, that when taken together with all other such failures would not be reasonably likely to have Material Adverse Effect. Platinum is in compliance with all Permits that are presently required for the operation of Platinum, except where failing to comply would not reasonably be expected to have a Material Adverse Effect. There is no action pending or, to the Knowledge of Platinum, threatened against Platinum to modify, suspend, terminate, limit, condition or declare invalid

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the rights of Platinum under any of such Permits, and to the Knowledge of Platinum, there are no facts or circumstances which could form the basis for any such action. No written notice has been received by Platinum or by any PRO Transferor or Limited Partner with respect to any failure by Platinum to have any Permit.

     3.14 Real Property.

          (a)      Section 3.14(a) of the Disclosure Letter contains a complete and correct list of all Owned Real Property setting forth the address and owner of each parcel of Owned Real Property. Platinum has, or on the Closing Date will have, good, valid and marketable fee simple title to the Owned Real Property indicated on Section 3.14(a) of the Disclosure Letter as being owned by it, free and clear of all Liens other than Permitted Liens. There are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein.

          (b)      Section 3.14(b) of the Disclosure Letter contains a complete and correct list of all Real Property Leases. Platinum has delivered to NorthTech correct and complete copies of the Real Property Leases. Each Real Property Lease is legal, valid, binding, enforceable, and in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization or other applicable laws affecting creditors generally and by the availability of equitable remedies. Neither Platinum nor, to the Knowledge of Platinum, any other party is in default, violation or breach in any respect under any Real Property Lease, and no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach in any respect under any Real Property Lease. Each Real Property Lease grants the tenant under the Real Property Lease the exclusive right to use and occupy the demised premises thereunder. Platinum has good and valid title to the leasehold estate under each Real Property Lease free and clear of all Liens other than Permitted Liens. Platinum enjoys peaceful and undisturbed possession under its respective Real Property Leases for the Leased Real Property.

          (c)      The Real Property constitutes all the fee and leasehold interests in real property held for use in connection with, necessary for the conduct of, or otherwise material to, the Business.

          (d)      There are no eminent domain or other similar proceedings pending or, to Platinum's Knowledge, threatened affecting any portion of the Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any action, claim, suit or proceeding, pending or, to Platinum's Knowledge, threatened, relating to the ownership, lease, use, occupancy or operation by any Person of any Real Property.

          (e)      The use and operation of the Real Property in the conduct of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property. There is no violation in any material respect of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over such property of any other Person entitled to enforce the same affecting the Real Property or the use or occupancy thereof.

          (f)      The Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use and similar Laws affecting the Real Property (collectively, the 'Real Property Laws'), and no Company or any PRO Transferor has received any notice of violation or claimed violation of any Real Property Law. To the Knowledge of Platinum, there is no pending or anticipated change in any Real Property Law that will have a material adverse effect upon the ownership, alternation, use, occupancy, or operation of the Real Property or any portion thereof.

          (g)      Each parcel included in the Real Property is assessed for real property tax purposes as a wholly independent tax lot, separate from adjoining land or improvements not constituting a part of that parcel.

     3.15 Title; Condition of Assets. Platinum has title to or valid leasehold interests in all of the assets that it purports to own or lease (or are reflected as owned on the Financial Statements) free and clear of any and all Liens other than Permitted Liens, and such assets and properties constitute all of the assets and

                                                                                                                                                                                                                                                                                                                                                                                                                   &