CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

Exhibit 4.1

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

CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

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

WHEREAS :

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

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

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

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

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

1. DEFINITIONS .

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

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

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

2. PURCHASE AND SALE OF NOTES .

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

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

3. TERMS OF THE NOTE .

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

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

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

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

3.05 Conversion of the Note .

1. 1. Right to Convert . Subject to and upon compliance with the provisions of this Agreement, Oppenheim shall have the right at its option to convert the outstanding principal amount under the Note into that number of fully paid and non-assessable shares of NorthTech Series "A" Preferred Stock obtained by dividing the principal amount under such Note surrendered for conversion by the Conversion Price (as defined below) in effect at such time.
   2. Automatic Conversion of the Note . Unless earlier converted pursuant to Section 3.05(a) above, the outstanding principal amount under the Note shall automatically be converted into that number of fully paid and non-assessable shares of NorthTech Series "A" Preferred Stock obtained by dividing the principal amount under the Note surrendered for conversion by the Conversion Price (as defined below) in effect at such time upon the closing of the Conversion Agreement.
   3. Exercise of Conversion Privilege; Issuance of Preferred Stock on Conversion; No Adjustments for Interest or Dividends . In order to exercise the right to conversion with respect to a Note, Oppenheim shall surrender the Note and shall give written notice of conversion to NorthTech that Oppenheim elects to convert the Note or the specified portion thereof specified in said notice. Such notice shall also state the name or names (with address) in which the certificate or certificates for shares of NorthTech Series "A" Preferred Stock which shall be issuable on such conversion shall be issued.

As promptly as practicable, but in no event more than 15 Business Days after satisfaction of the requirements for conversion set forth above, NorthTech shall issue and shall deliver to Oppenheim, a certificate or certificates for the number of full shares issuable upon the conversion of the Note in accordance with the provisions of this subsection (c) and a check or cash in respect of any fractional interest in respect of a share of NorthTech Series "A" Preferred Stock arising upon such conversion, as provided below. In case the Note is surrendered by Oppenheim for partial conversion, NorthTech shall execute and deliver to the holder of the Note so surrendered, without charge, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note.

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

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

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

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

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

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

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

4. REPRESENTATIONS AND WARRANTIES .

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

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

1. 1. NorthTech is in the process of amending its authorized and its issued and outstanding share capital whereby on the date of issuance of the shares of Series "A" Preferred Stock under this Agreement NorthTech will have: 400,000,000 shares of Common Stock with a par value $0.001 per share of which 42,500,000 shares will be issued and outstanding on

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

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

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

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1. 5. Approvals and Consents . No approval, consent or authorization of any natural person, firm, corporation or Governmental Authority which has not heretofore been obtained is necessary for the execution or delivery of this Agreement, the Transaction Documents or any other agreement contemplated hereunder by NorthTech or for the performance by NorthTech of any of the terms or conditions thereof, except (i) at NorthTech 's election, the filing of a Form 8-K under the Securities and Exchange Act of 1934 ; and (ii) providing information about this Agreement and issuance of the underlying securities pursuant Regulation S pursuant to the Securities Act on NorthTech's next quarterly or annual financial statement filing under the Securities and Exchange Act of 1934 .
   6. Offering . Subject in part to the truth and accuracy of Oppenheim's representations set forth in Section 4.02 of this Agreement, the offer, sale and issuance of the Note as contemplated by this Agreement are exempt from the registration requirements of the Securities Act, and neither NorthTech nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
   7. Litigation . There is no action, suit, proceeding or investigation pending or currently threatened against NorthTech that questions the validity of this Agreement or the Transaction Documents, or the right of NorthTech to enter into such agreements, or to consummate the transactions contemplated hereby or thereby, or that might result, either individually or in the aggregate, in any Material Adverse Effect on NorthTech, or any change in the current equity ownership of NorthTech. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened involving the prior employment of any of NorthTech's officers, their use in connection with NorthTech's business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. NorthTech is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by NorthTech currently pending or that NorthTech intends to initiate.
   8. Compliance with Law . NorthTech, to its knowledge, is in material compliance with all applicable statutes, laws, regulations and executive orders of the United States of America and all states, foreign countries, and other governmental bodies and agencies having jurisdiction over its business or properties except to the extent non-compliance would not have a Material Adverse Effect on NorthTech, and NorthTech has received no notice of any violation of such statutes, laws, regulations or orders which has not been remedied prior to the date hereof.
   9. Agreements and Contracts . NorthTech has not materially breached, nor does it have knowledge of any claim or threat that it has materially breached, any terms or conditions of any material agreement, contract, lease, license, instrument or commitment that, individually or in the aggregate, could have a Material Adverse Effect on NorthTech, nor is NorthTech in violation of any term of its Certificate of Incorporation or Bylaws, as now in effect. The execution, delivery and performance of and compliance with this Agreement and the other Agreements contemplated hereby, and the issuance of the Note or the Conversion Shares, have not resulted and will not result in any violation of, or conflict with, or constitute a default under any of the foregoing, or result in the creation of any Lien or charge upon any of the properties or assets of NorthTech.
   10. Disclosure . NorthTech has provided Oppenheim with all the information that it has requested for deciding whether to purchase the Note. To its knowledge, neither this Agreement nor any other written statements or certificates made or delivered in connection herewith or therewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading.
   11. Financial Statements . NorthTech has furnished Oppenheim with the balance sheet of NorthTech as of June 30, 2006, and the related statements of operations and cash flows for the six-month period ended June 30, 2006 (together, the " NorthTech Financial Statements "). All of such NorthTech Financial Statements, (i) are in accordance with the respective books of NorthTech; (ii) have been prepared in all material respects in accordance with GAAP except that such do not contain any footnotes required by GAAP; (iii) present fairly the financial position of NorthTech as of the date thereof and the results of operations and cash flows of NorthTech for the respective period indicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. NorthTech has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be required to be reflected in a balance sheet, prepared in accordance with GAAP that were not disclosed or provided for in the NorthTech Financial Statements other than liabilities incurred since June 30, 2006, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to NorthTech 's business, operating results or financial condition (" NorthTech's Business "). . There are no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that were not adequately provided for in the NorthTech Financial Statements.

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

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

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

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

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1. 7. Investment Intent . Oppenheim is acquiring the Note and underlying securities solely for its own account and not with a view to the distribution thereof to or for the benefit or account of any U.S. Person, in whole or in part. Oppenheim understands and agrees he, she or it may bear the economic risk of an investment in the Note and underlying securities for an indefinite period of time. Oppenheim does not now have or, in the future, will not take any short position or comparable hedge position in the shares of Common Stock NorthTech's or make any promissory notes and/or pledges on the share of Common Stock of NorthTech until the later of (i) the expiration of the Holding Period and (ii) such time as all shares of Series "A" Preferred Stock underlying the Note purchased pursuant to this Agreement are converted to shares of Common Stock of NorthTech or redeemed by NorthTech.
   8. Restricted Securities . Oppenheim understands that the Securities it is purchasing are characterized as "restricted securities" under the federal securities laws inasmuch as they are being acquired from NorthTech in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only in certain limited circumstances. In this connection, Oppenheim represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
   9. Further Limitation on Disposition . Without in any way limiting the representations set forth above, Oppenheim further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of NorthTech to be bound by this Section 4.02, and:
   10. 1. There is then in effect a Registration Statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or
       2. (1) Oppenheim shall have notified NorthTech of the proposed disposition and shall have furnished NorthTech with a detailed statement of the circumstances surrounding the proposed disposition, and (2) if reasonably requested by NorthTech, Oppenheim shall have furnished NorthTech with an opinion of counsel, reasonably satisfactory to NorthTech that such disposition will not require registration of such shares under the Securities Act. It is agreed that NorthTech will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.
   11. Legends . It is understood that the certificates evidencing the Securities may bear one or all of the following legends:
   12. 1. "These securities have not been registered under the Securities Act of 1933, as amended. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Securities Act or an opinion of counsel satisfactory to NorthTech that such registration is not required or unless sold pursuant to Rule 144 of such Securities Act."
       2. Any legend required by the laws of the Province of British Columbia.

5. CONDITIONS .

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

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

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

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

6. COVENANTS .

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

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

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

7. EVENTS OF DEFAULT .

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

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

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

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

8.01 Appointment of Investor Representative. Oppenheim hereby ratifies, authorizes and directs Steve Drayton (" Investor Representative ") to take such action, and to exercise such rights, power and authority, as are authorized, delegated and granted to the Investor Representative hereunder in connection with the transactions contemplated by the contribution agreement dated October __, 2006 by and among NorthTech, Platinum Research Organization L.P. (" Platinum "), the limited partners of Platinum, the sole stockholder of Platinum's general partner and the Investor Representative (the " Contribution Agreement ") and to exercise such rights, power and authority as are incidental thereto. Execution of this Agreement by Oppenheim shall constitute ratification by Oppenheim of the appointment of the Investor Representative in accordance herewith and agreement to be bound by the actions of the Investor Representative taken under the Contribution Agreement.

8.02 Term and Authority of Investor Representative . Subject to the provisions of this Subsection 8(b), the Investor Representative shall serve as such from the date hereof until the earlier of his removal or the completion of his obligations under the Contribution Agreement. Oppenheim hereto acknowledges and agrees that, as to all matters arising under the Contribution Agreement, the Investor Representative shall act for and on behalf of Oppenheim. When the Contribution Agreement provides that a determination or any other action or event is conclusive and binding upon Oppenheim, such determination, action or event of the Investor Representative shall be conclusive and binding upon Oppenheim. In addition, the Investor Representative shall have all such incidental powers as may be necessary or desirable to carry into effect the provisions of this Section 13, including, at the expense of Oppenheim, to retain attorneys, accountants and other advisors to assist him in the performance of his duties thereunder. In the event that the Person who is acting as the Investor Representative is terminated by Oppenheim, his successor shall be appointed by NorthTech in accordance with this Section 8. Upon the resignation of any Investor Representative, a successor Investor Representative (and, if necessary, further successor Investor Representatives), shall be appointed by the Investor Representative or in the event of his death, or his failure to so appoint a successor by NorthTech. Any successor to an Investor Representative shall for purposes of the Contribution Agreement be deemed to be, for the time of the appointment thereof, an Investor Representative and from and after such time, the term " Investor Representative " as used herein shall be deemed to refer to any successor. No appointment of a successor shall be effective unless such successor agrees in writing to be bound by the terms of the Contribution Agreement.

8.03 No Obligation on NorthTech . Oppenheim agrees that the provisions set forth in this Section 8 shall in no way impose any obligations on NorthTech other than those explicitly set forth in the Contribution Agreement. In particular, notwithstanding in any case any notice received by NorthTech to the contrary, and NorthTech shall be fully protected in relying upon and shall be entitled (i) to rely upon actions, decisions and determinations of the Investor Representative and (ii) to assume that all actions, decisions and determinations of the Investor Representative are fully authorized and binding upon the Investor Representative and Oppenheim.

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8.04 Limitation of Investor Representative Liability . Oppenheim further agrees that Investor Representative: (A) shall not incur any personal liability for acting in such capacity if in doing so he acts upon advice of counsel or otherwise acts in good faith; (B) shall not incur any personal liability for acting in such capacity in the absence of his gross negligence or willful misconduct; (C) may act upon any instrument or signature believed by him to be genuine and may assume that any Person purporting to give any notice or instruction under the Contribution Agreement, Subscription Agreement or any Ancillary Agreement or document believed by him to be authorized has been authorized to do so. The Investor Representative shall not be liable for any act done or omitted hereunder as Investor Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted by the Investor Representative pursuant to the advice of counsel shall be conclusive evidence of such good faith. Oppenheim shall severally indemnify the Investor Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of such Investor Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.

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

9. MISCELLANEOUS .

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

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

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

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

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

9.06 Governing Law . This Agreement and the rights and obligations of the parties hereunder will be governed by and construed according to the laws of the State of Delaware. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the " New York Courts "). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any term the Subscription Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or such New York Courts are improper or inconvenient venue for such proceeding..

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

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

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

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

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

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

BANK SAL. OPPENHEIM JR. & CIE

By:

Name: R. Grelat

Title: Vice President

By:

Name: U. Fricker

Title: Vice President

NORTHTECH CORPORATION

By:

Name: Cecelia Pineda

Title: President and CEO

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EXHIBIT "A"
FORM OF CONVERTIBLE PROMISSORY NOTE

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

NORTHTECH CORPORATION
CONVERTIBLE PROMISSORY NOTE

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

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

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