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. 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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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. 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. 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.

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.

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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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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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.

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