EXHIBIT 10.14(a)

                             DATED ____________ 2006

                     BRIDGETECH HOLDINGS INTERNATIONAL, INC.

                                       and

             THE CHINESE UNIVERSITY OF HONG KONG FOUNDATION LIMITED

                                       and

                         BRIDGETECH MEDICAL TECHNOLOGIES
                         RESEARCH & DEVELOPMENT LIMITED

                                   ----------

                             SHAREHOLDERS' AGREEMENT
                                 IN RELATION TO
                         BRIDGETECH MEDICAL TECHNOLOGIES
                         RESEARCH & DEVELOPMENT LIMITED

                                   ----------

                                BAKER & MCKENZIE
                           14TH FLOOR HUTCHISON HOUSE
                                10 HARCOURT ROAD
                                    HONG KONG
                           TELEPHONE: (852) 2846-1888
                              FAX: (852) 2845-0476


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                                    CONTENTS

                                                                            PAGE
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<S>                                                                         <C>
1.    Definitions and Interpretation.....................................     1
2.    Articles and Regulation of Rights..................................     5
3.    Finance............................................................     6
4.    Management of the Company..........................................     7
5.    Board of Directors.................................................     7
6.    Shareholder Meetings...............................................     8
7.    Further Obligations of Shareholders................................     9
8.    Transfers of Shares................................................     9
8A.   Control Offer......................................................    12
9.    Default............................................................    13
10.   Determination of Fair Value........................................    16
11.   Terms and Consequences of Transfers of Shares......................    17
12.   Duration and Termination...........................................    18
13.   Warranties and Undertakings........................................    19
14.   Announcements......................................................    20
15.   Confidentiality....................................................    20
16.   No Partnership.....................................................    21
17.   Conflict with Articles.............................................    21
18.   Remedies...........................................................    22
19.   Costs..............................................................    22
20.   General............................................................    22
21.   Notices............................................................    23
22.   Acknowledgement by Company.........................................    24
23.   Governing Law and Arbitration......................................    25
Schedule 1 Payment of Subscription Price for Shares......................    26
Schedule 2 Form of the Deed of Adherence.................................    28
Execution................................................................    30
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THIS AGREEMENT is made on ____________________ 2006 BETWEEN:

(1)  BRIDGETECH HOLDINGS INTERNATIONAL, INC., a corporation whose registered
     office is at Emerald Plaza Center, 402 W. Broadway, 26/F, San Diego, CA
     92101, U.S.A. ("BRIDGETECH");

(2)  THE CHINESE UNIVERSITY OF HONG KONG FOUNDATION LIMITED, a company whose
     registered office is at The Chinese University of Hong Kong, Shatin, New
     Territories, Hong Kong ("CUHKFL"); and

(3)  BRIDGETECH MEDICAL TECHNOLOGIES RESEARCH & DEVELOPMENT LIMITED, a company
     whose registered office is at Unit 2401-02, 24/F Admiralty Centre II, 18
     Harcourt Road, Admiralty, Hong Kong SAR, China (the "COMPANY").

WHEREAS:

Bridgetech and CUHKFL have agreed that their respective rights as shareholders
in the Company shall be regulated by the provisions of this Agreement and the
Articles and the Company has agreed with Bridgetech and CUHKFL to comply with
such of the matters contained in this Agreement insofar as they relate to it.

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Agreement where the context so admits, the following words and
     expressions shall have the following meanings:

     "ACCEPTANCE NOTICE" has the meaning ascribed to it in CLAUSE 8.6.1;

     "ACCEPTANCE PERIOD" has the meaning ascribed to it in CLAUSE 8.4.1;

     "AFFILIATED COMPANY" means in relation to any Shareholder, any subsidiary
     or holding company of such Shareholder and any subsidiary of any such
     holding company;

     "AGREED PROPORTIONS" means, in the case of Bridgetech, 51% and, in the case
     of CUHKFL, 49%, or such other percentages representing the Shareholders'
     shareholding interest in the Company from time to time;

     "AGREED TERMS" has the meaning ascribed to it in CLAUSE 18;


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     "ARTICLES" means the articles of association of the Company to be adopted
     by the Company in a form to be agreed by the Parties and following its
     adoption, such articles of association as may be amended from time to time;

     "AUDITORS" means the auditors for the time being of the Company;

     "BOARD" means the board of directors of the Company from time to time;

     "BUSINESS DAY" means a day on which commercial banks are open for business
     in Hong Kong (excluding Saturdays, Sundays and public holidays);

     "CONFIDENTIAL INFORMATION" has the meaning ascribed to it in CLAUSE 15.1;

     "CONTROL OFFER" has the meaning ascribed to it in CLAUSE 8A.1;

     "CONTROL OFFEROR" has the meaning ascribed to it in CLAUSE 8A.1;

     "DEED OF ADHERENCE" means a deed in the form set out in SCHEDULE 2;

     "DEFAULT NOTICE" has the meaning ascribed to it in CLAUSE 9.3;

     "DEFAULTING SHAREHOLDER" has the meaning ascribed to it in CLAUSE 9.1;

     "DIRECTORS" means the directors for the time being of the Company and
     "DIRECTOR" means any of them;

     "ENCUMBRANCE" means any claim, charge, mortgage, security, lien, option,
     equity, power of sale, hypothecation or other third party rights, retention
     of title, right of pre-emption, right of first refusal or security interest
     of any kind;

     "EVENT OF DEFAULT" has the meaning ascribed to it in CLAUSE 9.1;

     "FAIR VALUE" has the meaning ascribed to it in CLAUSE 10.1;

     "GROUP" means the Company and its subsidiaries from time to time and "GROUP
     COMPANY" means any of them;

     "HKIAC" has the meaning ascribed to it in CLAUSE 23.2;

     "HK$" means Hong Kong dollar, the lawful currency of Hong Kong;


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     "HONG KONG" means the Hong Kong Special Administrative Region of the
     People's Republic of China;

     "INDEPENDENT VALUER" has the meaning ascribed to it in CLAUSE 10.1;

     "LOSS" means all losses, liabilities, costs (including, without limitation,
     legal costs), charges, expenses, actions, proceedings, claims and demands;

     "MAJORITY INTEREST" has the meaning ascribed to it in CLAUSE 8A.1;

     "NOTICE" has the meaning ascribed to it in CLAUSE 21.1;

     "OFFER" has the meaning ascribed to it in CLAUSE 8.3;

     "OFFEREE SHAREHOLDER" has the meaning ascribed to it in CLAUSE 8A.1;

     "OPERATION AGREEMENT" means the Operation Agreement to be entered between
     the Company and The Chinese University of Hong Kong on or before the date
     of this Agreement;

     "PARTIES" means the parties to this Agreement and "PARTY" means any of
     them, including any other person who becomes a member of the Company and
     who agrees to be bound by the provisions of this Agreement by executing a
     Deed of Adherence;

     "PERMITTED CONDITION" means the obtaining of a bona fide consent,
     clearance, approval or permission necessary to enable the relevant person
     to be able to complete a transfer of Shares pursuant to (a) its
     constitutional documents, (b) the rules or regulations of any stock
     exchange on which it or its holding company is quoted or (c) any
     governmental, statutory or regulatory body in those jurisdictions where
     that person carries on business;

     "REMAINING SHAREHOLDER" has the meaning ascribed to it in CLAUSE 8.4;

     "SALE SHARES" has the meaning ascribed to it in CLAUSE 9.3.1 or 9.3.2 (as
     the case may be);

     "SHAREHOLDERS" means the registered holder of Shares from time to time and,
     for the time being until further change, means Bridgetech and CUHKFL and
     "SHAREHOLDER" means either of them;

     "SHARES" means the ordinary shares of HK$1.00 each in the share capital of
     the Company together with all rights attaching thereto and (a) any shares
     issued in


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     exchange for those shares or by way of conversion or reclassification and
     (b) any shares representing or deriving from those shares as a result of an
     increase in, reorganisation or variation of the capital of the Company;

     "TERMINATION NOTICE" has the meaning ascribed to it in CLAUSE 12.2;

     "TRANSFER DATE" has the meaning ascribed to it in CLAUSE 8.8.1 or 9.4.1 (as
     the case may be);

     "TRANSFER NOTICE" has the meaning ascribed to it in CLAUSE 8.4; and

     "TRANSFER PRICE" has the meaning ascribed to it in CLAUSE 8.5.

1.2  Any references, express or implied, to statutes or statutory provisions
     shall be construed as references to those statutes or provisions as
     respectively amended or re-enacted or as their application is modified from
     time to time by other provisions (whether before or after the date of this
     Agreement) and shall include any statutes or provisions of which they are
     re-enactments (whether with or without modification) and any orders,
     regulations, instruments or other subordinate legislation under the
     relevant statute or statutory provision. References to Sections of
     consolidating legislation shall, wherever necessary or appropriate in the
     context, be construed as including references to the Sections of the
     previous legislation from which the consolidating legislation has been
     prepared.

1.3  References in this Agreement to CLAUSES, RECITALS and SCHEDULES are to
     clauses and sub-clauses in, and the recitals and schedules to, this
     Agreement (unless the context otherwise requires). The RECITALS and the
     SCHEDULES to this Agreement shall be deemed to form part of this Agreement.

1.4  Headings are inserted for convenience only and shall not affect the
     construction of this Agreement.

1.5  In this Agreement, the expressions "SUBSIDIARY" and "HOLDING COMPANY" shall
     have the same meanings as their respective definitions in the Companies
     Ordinance (Chapter 32 of the Laws of Hong Kong).

1.6  The expressions "BRIDGETECH" and "CUHKFL" include their respective
     successors, assigns and permitted transferees and the expression "THE
     SHAREHOLDERS" includes their respective successors and assigns.

1.7  References to "PERSONS" shall include bodies corporate, unincorporated
     associations and partnerships (whether or not having separate legal
     personality).


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1.8  References to "WRITING" or "WRITTEN" shall include any methods of producing
     or reproducing words in a legible and non-transitory form but, for the
     avoidance of doubt, shall not include e-mail.

1.9  The masculine gender shall include the feminine and neuter and the singular
     number shall include the plural and vice versa.

1.10 In construing this Agreement:

     1.10.1 the rule known as the ejusdem generis rule shall not apply and,
            accordingly, general words introduced by the word "other" shall not
            be given a restrictive meaning by reason of the fact that they are
            preceded by words indicating a particular class of acts, matters or
            things; and

     1.10.2 general words shall not be given a restrictive meaning by reason of
            the fact that they are followed by particular examples intended to
            be embraced by the general words.

1.11 Where under this Agreement the day on which any act, matter or thing is to
     be done is a day other than a Business Day, such act, matter or thing shall
     be done on the immediately succeeding Business Day.

2.   ARTICLES AND REGULATION OF RIGHTS

2.1  Following the execution of this Agreement, the Shareholders shall pass
     shareholders' written resolutions to approve the adoption of the Articles
     in substitution for the existing articles of association of the Company.
     The Articles shall not be altered without the unanimous written consent of
     the Shareholders.

2.2  The Shareholders agree that their respective rights in the Company shall be
     regulated by this Agreement and the Articles. The Shareholders and the
     Company agree to be bound by and comply with the provisions of this
     Agreement which relate to them.

2.3  The Shareholders shall, so far as they lawfully can, ensure that each Group
     Company performs and complies with all of its obligations under this
     Agreement, their respective constitutional documents and any other
     agreement to which it is a party.


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3.   FINANCE

3.1  As at the date of this Agreement, the total number of issued Shares is as
     follows:

     3.1.1 8,166,667 Shares registered in the name of CUHKFL, credited as fully
           paid (with the Shares subscription therefor payable by CUHKFL deemed
           satisfied by the signing of the Operation Agreement), constituting
           49% of the total number of issued Shares; and

     3.1.2 8,500,000 Shares registered in the name of Bridgetech, constituting
           51% of the total number of issued Shares, of which:

          (a)  3,000,000 Shares are credited as fully paid (and Bridgetech shall
               pay HK$3,000,000 to the Company in full payment for such Shares
               on or before the date falling 30 days after the date of this
               Agreement); and

          (b)  5,500,000 Shares are unpaid.

     All Shares have been subscribed for and issued at par value.

3.2  Unless otherwise approved by the unanimous consent of the Directors, the
     Company shall not procure any loan or borrowings or provide any guarantee
     or any form of security over the Shares or its assets; PROVIDED HOWEVER
     that if the Directors shall unanimously resolve that the Company requires
     further finance to fund its operation, Bridgetech shall provide an
     interest-free loan to the Company (which shall be repayable on terms
     approved by the Board and in any case immediately upon the winding up of
     the Company or the appointment of receiver over all or any of the Company's
     assets) within 7 days from the relevant resolution of the Board.

3.3  The Shareholders agree that, in order to fund the cash requirements of the
     Company, Bridgetech shall pay the amount of par value (without any share
     premium) unpaid on its Shares in such instalments as may be requested by
     the Board, as soon as reasonably practicable after it receives a written
     request from the Board to that effect, but in any case Bridgetech shall not
     be required to pay such instalments of the amount unpaid on its Shares
     earlier than as specified in SCHEDULE 1. For the avoidance of doubt, the
     total amount to be paid by Bridgetech for the subscription of all of the
     Shares registered in the name of Bridgetech as at the date of this
     Agreement shall not exceed HK$8,500,000.

3.4  The Shareholders shall, and shall procure the Company to, execute such
     documents and do such acts and things (including passing any necessary
     resolutions) to facilitate


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     the subscription and issue of Shares and payment of the subscription price
     in relation thereto pursuant to CLAUSES 3.2 and 3.3.

3.5  Except as otherwise provided in this Agreement, no Shareholder shall be
     obliged to provide any capital to the Company whether by way of
     subscription for further Shares or by way of loans or otherwise.

4.   MANAGEMENT OF THE COMPANY

     Unless otherwise agreed by the Shareholders, the management of the Company
     shall be vested in the Board.

5.   BOARD OF DIRECTORS

5.1  The number of Directors shall be seven (7), with four (4) Directors
     designated by Bridgetech and three (3) Directors designated by CUHKFL,
     unless otherwise agreed by the Shareholders.

5.2  Bridgetech shall appoint (and remove from office) the chairman of the Board
     from amongst the Directors designated by Bridgetech. If the chairman is not
     present at any Board meeting, the Directors present may appoint any one of
     the Directors designated by Bridgetech to act as chairman for the purpose
     of the meeting.

5.3  Each Director shall be entitled to appoint any person to be his alternate
     and each alternate shall have one vote for every Director whom he
     represents, provided that if such alternate is himself a Director then he
     shall have one vote for every Director whom he represents in addition to
     any vote of his own.

5.4  The quorum for meetings of the Board shall be two Directors (or their
     respective alternates), of whom one shall be a Director (or his alternate)
     designated by Bridgetech and one shall be a Director (or his alternate)
     designated by CUHKFL. A quorum must be present at the beginning of and
     throughout each meeting. If within ten minutes of the time appointed for a
     meeting a quorum is not present, the meeting shall stand adjourned until
     the same time and place on the third Business Day after the date of the
     meeting, and the quorum at such adjourned meeting shall be any two
     Directors (or their respective alternates).

5.5  The Board shall meet in Hong Kong (or such other place as the Directors may
     agree) but not less than three Business Days' notice of each meeting
     specifying the business to be transacted thereat shall be given to each
     Director and his alternate, unless waived by the relevant Director.
     Questions arising at any meeting shall be decided by a majority of votes
     and in the case of an equality of votes, the chairman shall have a


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     second or casting vote. Directors may participate in a meeting of the Board
     by means of conference telephone or similar communications equipment
     whereby all persons participating in the meeting can hear each other and
     such participation shall constitute presence in person. Resolutions of the
     Board may be passed by signed by a simple majority of the Directors,
     provided that a copy of such resolution shall have been circulated to all
     Directors.

5.6  Each Shareholder agrees that it shall use its best endeavours to procure
     that the Directors shall act in accordance with the provisions of this
     Agreement.

5.7  Provided that a Director shall have declared his interest in a matter to
     the Board, the Director may vote on that matter and be taken into account
     for the purposes of a quorum even if he is interested in that matter.

5.8  The remuneration (if any) of the Directors shall be determined by, and
     subject to the approval of, the Board.

5.9  The Board may constitute committees of Directors. The voting and quorum for
     Board committee meetings shall be the same as for Board meetings.

5.10 The provisions of CLAUSES 5.1 to 5.9 shall apply mutatis mutandis in
     respect of each other Group Company.

6.   SHAREHOLDER MEETINGS

6.1  The quorum for Shareholders' meetings shall be any two Shareholders (of
     whom one shall be Bridgetech and one shall be CUHKFL), present in person or
     by proxy or representative. A quorum must be present at the beginning of
     and throughout each meeting. If within ten minutes of the time appointed
     for a meeting a quorum is not present, the meeting shall stand adjourned
     until the same time and place on the same day in the next week and the
     quorum at such adjourned meeting shall be any Shareholder(s) representing
     no less than 50% of the issued Shares. The chairman of the Board from time
     to time shall preside as chairman at every Shareholders' meeting.

6.2  Questions arising at any Shareholders' meeting shall be decided by a simple
     majority of votes and in the case of an equality of votes, the chairman
     shall have a casting vote.

6.3  Shareholders may participate in a Shareholders' meeting by means of
     conference telephone or similar communications equipment whereby all
     persons participating in the meeting can hear each other and such
     participation shall constitute presence in person or by proxy or
     representative. Shareholders' resolutions may be passed by circular
     resolution signed by Shareholders holding a majority of the Shares.


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6.4  Each Shareholder will exercise or refrain from exercising any voting rights
     or other powers of control so as to ensure the passing of any and every
     resolution necessary or desirable to procure that the affairs of the
     Company are conducted in accordance with the provisions of this Agreement
     and otherwise to give full effect to the provisions of this Agreement and
     likewise to ensure that no resolution is passed which does not accord with
     such provisions.

7.   FURTHER OBLIGATIONS OF SHAREHOLDERS

7.1  Each Shareholder acknowledges and confirms that this Agreement is entered
     into between them and will be performed in a spirit of mutual co-operation,
     trust and confidence and that its intention is that the business,
     profitability and reputation of the Group shall be extended and maximised
     by all reasonable and proper means and each Shareholder undertakes to use
     all reasonable efforts to promote or facilitate such business.

7.2  All dealings between the Group and the Shareholders or their Affiliated
     Companies shall be on a fair and equitable basis both as regards the
     interests of the Shareholders and the transaction and the balancing of the
     interests of the Shareholders and their Affiliated Companies.

8.   TRANSFERS OF SHARES

8.1  Subject to the provisions hereof and except with the prior written consent
     of the other Shareholder:

     8.1.1 no transfer of any Shares shall be made by either Shareholder unless
           the provisions of this CLAUSE 8 and/or CLAUSE 8A are complied with
           (as applicable) in respect of such transfer; and

     8.1.2 no Shareholder shall otherwise sell, Encumber or otherwise dispose of
           the whole or any part of its shareholding or assign or otherwise
           purport to deal with the beneficial interest therein or any right in
           relation thereto (separate or not from the legal interest) or enter
           into any agreement in respect of the votes attached to any of its
           Shares.

8.2  No Shares shall be transferred to a third party before the third
     anniversary of the date of this Agreement.

8.3  Subject to CLAUSE 8.2, a Shareholder may transfer its Shares to a third
     party only if it receives an offer (the "OFFER"):


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     8.3.1 which is a bona fide Offer in writing;

     8.3.2 from a third party which in the opinion of the Board is neither a
           competitor nor a member of a group of companies which is a competitor
           of the Group and which has its own financial resources to meet its
           obligations under the Offer or has an unconditional and legally
           binding commitment from a lender(s) for that finance;

     8.3.3 which is irrevocable and unconditional except for any Permitted
           Condition;

     8.3.4 which is for cash consideration only and which is for all of the
           Shares of the selling Shareholder; and

     8.3.5 which contains all material terms and conditions (including the price
           and the intended completion date of the Offer).

8.4  If a Shareholder receives an Offer which it wishes to accept, it must
     immediately give written notice (the "TRANSFER Notice") to the other
     Shareholder (the "REMAINING SHAREHOLDER") offering to sell those Shares
     which are the subject of the Offer to the Remaining Shareholder at the
     Transfer Price and on terms which are no less favourable than those
     contained in the Offer. The Transfer Notice must also state:

     8.4.1 the period within which the offer to sell the Shares to the Remaining
           Shareholder shall remain open to be accepted. This period must be at
           least 20 Business Days from the date of the Transfer Notice (the
           "ACCEPTANCE PERIOD"); and

     8.4.2 full details of all other terms and conditions of the Offer.

8.5  For the purposes of this CLAUSE 8, the "TRANSFER PRICE" shall be the amount
     in cash which is the lower of:

     8.5.1 the cash price as set out in the Offer; and

     8.5.2 the Fair Value of the Shares which are the subject of the Offer.

8.6  Once the Remaining Shareholder has received a Transfer Notice it may
     either:

     8.6.1 send a written notice to the selling Shareholder (an "ACCEPTANCE
           NOTICE") within the Acceptance Period accepting the offer set out in
           the Transfer Notice;


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     8.6.2 send a written notice to the selling Shareholder within the
           Acceptance Period declining the offer set out in the Transfer Notice;
           or

     8.6.3 neither send an Acceptance Notice nor reply to the Transfer Notice
           within the Acceptance Period. In this case, the Remaining Shareholder
           shall be deemed not to have accepted the offer set out in the
           Transfer Notice.

8.7  If the offer set out in the Transfer Notice is accepted, the selling
     Shareholder must sell its Shares to the Remaining Shareholder. If the offer
     set out in the Transfer Notice is not accepted or not deemed to have been
     accepted, the selling Shareholder may accept the Offer and sell its Shares
     to the third party making the Offer on the terms and conditions of the
     Offer.

8.8  The sale of the Shares in accordance with this CLAUSE 8 shall be made on
     the following terms:

     8.8.1 if any of the Permitted Conditions to the Acceptance Notice or the
           Offer is not satisfied or waived 20 Business Days or, in the case of
           a regulatory approval, 40 Business Days, after service of the
           Acceptance Notice or acceptance of the Offer, then that Notice or
           that Offer, as appropriate, shall lapse. Otherwise, completion of the
           transfer of the Shares shall be completed seven Business Days after
           the date of expiry of the Acceptance Period or the date of
           satisfaction or waiver of all Permitted Conditions (whichever is the
           later) (the "TRANSFER DATE") and at such reasonable time and place as
           the Shareholders agree or, failing which, at the registered office of
           the Company;

     8.8.2 the selling Shareholder must deliver to the purchaser in respect of
           the Shares which it is selling on or before the Transfer Date:

          (a)  duly executed instruments of transfer and bought and sold notes;

          (b)  the relevant share certificates; and

          (c)  a power of attorney in such form and in favour of such person as
               the purchaser may nominate to enable the purchaser to exercise
               all rights of ownership in respect of the Shares to be sold
               including voting rights;

     8.8.3 the purchaser must pay the total consideration due for the Shares to
           the selling Shareholder by bankers' draft or in immediately available
           funds by


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           transfer of funds for same day value to the selling Shareholder's
           bank account notified to it for the purpose on the Transfer Date; and

     8.8.4 the sale of Shares shall be made in accordance with CLAUSE 11.

8.9  If the selling Shareholder fails or refuses to comply with its obligations
     in this CLAUSE 8, the Company may authorise a person to execute and deliver
     the necessary transfer on its behalf. The Company may receive the purchase
     money in trust for the selling Shareholder and cause the purchaser to be
     registered as the holder of the Shares being sold. The receipt of the
     Company for the purchase money shall be a good discharge to the purchaser
     (who shall not be bound to see to the application of those moneys). After
     the purchaser has been registered as holder of the Shares being sold in
     purported exercise of these powers, the validity of the proceedings shall
     not be questioned by any person.

8.10 The Shareholders shall keep the Company informed, at all times, of the
     issue and contents of any notice served pursuant to this CLAUSE 8 and any
     election or acceptance relating to those notices.

8.11 The foregoing provisions of this CLAUSE 8 shall not apply to the transfer
     of Shares by a Shareholder to its majority-owned Affiliated Company,
     provided that upon the transferee ceasing to be a majority-owned Affiliated
     Company of the transferor Shareholder, the Shares shall be re-transferred
     to the transferor Shareholder immediately.

8A.  CONTROL OFFER

8A.1 In the event any Shareholder (the "OFFEREE SHAREHOLDER") receives a bona
     fide offer or related series of offers from any person (the "CONTROL
     OFFEROR") to purchase from the Offeree Shareholder not less than 50%, by
     voting power, of the then outstanding Shares of the Company (a "MAJORITY
     INTEREST") or to purchase from the Offeree Shareholder that number of
     Shares which, when added to the number of Shares at the time already owned,
     directly or indirectly, by the Control Offeror and its affiliates,
     constitutes a Majority Interest (a "CONTROL OFFER"), the Offeree
     Shareholder shall promptly forward a copy of such Control Offer to the
     Company and the other Shareholder.

8A.2 The other Shareholder may elect to participate in the sale to the Control
     Offeror at the same price per Share and on the same terms by delivering
     written notice to the Offeree Shareholder within 30 days after delivery to
     the other Shareholder of such copy of the Control Offer.


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<PAGE>
8A.3 If the other Shareholder notifies the Offeree Shareholder within the 30 day
     period referred to in CLAUSE 8A.2 that it elects to participate in the sale
     to the Control Offeror, the Offeree Shareholder shall not sell any Share to
     the Control Offeror unless the Control Offeror agrees to extend the Control
     Offer to the other Shareholder and to purchase from the Offeree Shareholder
     and the other Shareholder their respective Shares.

8A.4 Each Shareholder participating in the sale to the Control Offeror shall pay
     its share of expenses incurred by the Offeree Shareholder in connection
     with such transfer and shall be obligated to join in any indemnification or
     other obligations that the Offeree Shareholder agree to provide in
     connection with such transfer (other than any such obligations that relate
     specifically to a particular Offeree Shareholder such as indemnification
     with respect to representations and warranties given by a Shareholder
     regarding such Shareholder's title to and ownership of the Shares to be
     sold), PROVIDED THAT no participating Shareholder shall be obliged in
     connection with the sale to the Control Offeror to agree to indemnify or
     hold harmless the Control Offeror with respect to an amount in excess of
     the net cash proceeds paid to such Shareholder in connection with such
     sale.

8A.5 Notwithstanding the provisions of this CLAUSE 8A, no Shareholder shall sell
     any Share to a Control Offeror without first complying with the provisions
     of CLAUSE 8.

9.   DEFAULT

9.1  A Shareholder (the "DEFAULTING SHAREHOLDER") suffers an "EVENT OF DEFAULT"
     if:

     9.1.1 it commits a material breach of this Agreement (other than CLAUSE 3)
           and either (a) the breach is not capable of being remedied or (b) the
           Defaulting Shareholder does not remedy that breach within 10 Business
           Days of the other Shareholder sending it written notice requiring it
           to remedy the breach;

     9.1.2 a petition is presented or a proceeding is commenced or an order is
           made or an effective resolution is passed for the winding-up,
           insolvency, administration, reorganisation, reconstruction,
           dissolution or bankruptcy of the Defaulting Shareholder or for the
           appointment of a liquidator, receiver, administrator, trustee or
           similar officer of the Defaulting Shareholder or of all or any part
           of its business or assets; if the Defaulting Shareholder stops or
           suspends payments to its creditors generally or is unable or admits
           its inability to pay its debts as they fall due or seeks to enter
           into any composition or other arrangement with its creditors or is
           declared or becomes bankrupt or insolvent; or if a creditor takes
           possession of all or any part of the business or assets of the
           Defaulting Shareholder or any execution


                                       13
<PAGE>
           or other legal process is enforced against a substantial part of the
           business or any substantial asset of the Defaulting Shareholder and
           is not discharged within 10 Business Days; or

     9.1.3 it ceases or threatens to cease to carry on its business or any
           substantial part thereof or if it disposes of or threatens to dispose
           of or any governmental or other authority expropriates or threatens
           to expropriate all or any substantial part of its business or assets.

9.2  If an Event of Default occurs, the Defaulting Shareholder shall notify the
     other Shareholder as soon as reasonably practicable.

9.3  Following an Event of Default, the non-defaulting Shareholder may give
     written notice (a "DEFAULT NOTICE") to the Defaulting Shareholder within 20
     Business Days of receiving notification of the Event of Default from the
     Defaulting Shareholder or of its becoming aware of the Event of Default,
     whichever is the earlier requiring the Defaulting Shareholder either:

     9.3.1 to sell all of the Shares held by the Defaulting Shareholder (the
           "SALE SHARES") to the non-defaulting Shareholder at a price per Share
           equal to 75% of the Fair Value of the Sale Shares; or

     9.3.2 to purchase all of the Shares held by the non-Defaulting Shareholder
           (also "SALE SHARES") at a price equal to 125% of the Fair Value of
           the Sale Shares.

9.4  The sale of Shares in accordance with this CLAUSE 9 shall be made on the
     following terms:

     9.4.1 if any of the Permitted Conditions to the Default Notice is not
           satisfied or waived 20 Business Days or, in the case of a regulatory
           approval, 40 Business Days, after service of that Default Notice,
           then that Default Notice shall lapse. Otherwise, completion of the
           transfer of the Shares shall be completed seven Business Days of the
           determination of the Fair Value of the Sale Shares or the date of
           satisfaction or waiver of all Permitted Conditions (whichever is the
           later) (the "TRANSFER DATE") and at such reasonable time and place as
           the Shareholders agree or, failing which, at the registered office of
           the Company;

     9.4.2 the selling Shareholder must deliver to the purchaser in respect of
           the Sale Shares on or before the Transfer Date:

          (a)  duly executed instruments of transfer and bought and sold notes;


                                       14
<PAGE>
          (b)  the relevant share certificates; and

          (c)  a power of attorney in such form and in favour of such person as
               the purchaser may nominate to enable the purchaser to exercise
               all rights of ownership in respect of the Sale Shares including
               voting rights;

     9.4.3 the purchaser must pay the consideration for the Sale Shares to the
           selling Shareholder by bankers' draft or in immediately available
           funds by transfer of funds for same day value to the selling
           Shareholder's bank account notified to it for the purpose on the
           Transfer Date; and

     9.4.4 the sale of Shares shall be made in accordance with CLAUSE 11.

9.5  If the Defaulting Shareholder fails or refuses to comply with its
     obligations in this CLAUSE 9, the Company may authorise a person to execute
     and deliver the necessary transfer on its behalf. The Company may receive
     the purchase money in trust for the selling Shareholder and cause the
     purchaser to be registered as the holder of the Shares being sold. The
     receipt of the Company for the purchase money shall be a good discharge to
     the purchaser (who shall not be bound to see to the application of those
     moneys). After the purchaser has been registered as holder of the Sale
     Shares in purported exercise of these powers, the validity of the
     proceedings shall not be questioned by any person.

9.6  The Shareholders shall keep the Company informed, at all times, of the
     issue and contents of any notice served pursuant to this CLAUSE 9 and any
     election or acceptance relating to those notices.

9.7  Notwithstanding any other provision of this Agreement or of the Articles to
     the contrary and unless otherwise agreed by the other Shareholder in
     writing, the Defaulting Shareholder shall not, from the date on which an
     Event of Default occurs until the Event of Default lapses under CLAUSE 9.8:

     9.7.1 be entitled to vote at any Shareholders' meeting;

     9.7.2 be required to attend any Shareholders' meeting in order to
           constitute a quorum;

     9.7.3 be entitled to exercise any powers or rights in relation to the
           management of, and participation in the profits of, the Company
           pursuant to this Agreement, the Articles or otherwise;


                                       15
<PAGE>
     9.7.4 be entitled to receive any dividends or other distributions from the
           Company pursuant to this Agreement, the Articles or otherwise; or

     9.7.5 be entitled to receive or request any information from the Company.

9.8  An Event of Default shall lapse on completion of the sale and purchase of
     the Sale Shares under this CLAUSE 9.

10.  DETERMINATION OF FAIR VALUE

10.1 The "FAIR VALUE" of the Shares for the purposes of this Agreement shall be
     determined by an independent internationally recognised investment bank
     (the "INDEPENDENT VALUER") appointed by the Shareholders within 10 Business
     Days after the date of the Default Notice or the Termination Notice (as
     applicable). If the Shareholders do not agree on the Independent Valuer
     within that 10 Business Day period, the Chairman for the time being of the
     International Chamber of Commerce in Hong Kong shall make such appointment
     on the application of either Shareholder.

10.2 The Independent Valuer shall determine the Fair Value of the Shares to be
     sold as at the date of the Default Notice or the Termination Notice (as
     applicable) and on the following assumptions and bases:

     10.2.1 valuing the Shares to be sold or issued (as the case may be) as on
            an arm's length transaction between a willing seller and a willing
            buyer;

     10.2.2 if any Group Company is then carrying on business as a going
            concern, on the assumption that it will continue to do so;

     10.2.3 that the Shares to be sold or issued (as the case may be) are
            capable of being sold or issued (as the case may be) without
            restriction;

     10.2.4 valuing the Shares to be sold or issued (as the case may be) as a
            rateable proportion of the total value of all the issued Shares
            without any premium or discount being attributable to the class of
            the Shares to be sold or issued (as the case may be) or the
            percentage of the issued share capital of the Company which they
            represent; and

     10.2.5 (in the case of a sale of Shares pursuant to CLAUSE 9) valuing the
            Shares to be sold as if no Event of Default had occurred.

10.3 The Independent Valuer shall determine the Fair Value to reflect any other
     factors which the Independent Valuer reasonably believes should be taken
     into account.


                                       16
<PAGE>
10.4 If any difficulty arises in applying any of these assumptions or bases,
     then the Independent Valuer shall resolve that difficulty in such manner as
     it shall in its absolute discretion think fit.

10.5 The Independent Valuer shall be instructed to determine the Fair Value
     within 20 Business Days of its appointment and shall notify the
     Shareholders of its determination. The fees of the Independent Valuer shall
     be borne by the Defaulting Shareholder (in the case of a sale of Shares
     pursuant to CLAUSE 9) or equally by the Shareholders (in the case of a sale
     of Shares pursuant to CLAUSE 12.2).

10.6 The Independent Valuer shall act as an expert and not as an arbitrator and
     its determination shall, in the absence of fraud or manifest error, be
     final and binding on the Shareholders and the Company.

10.7 The Independent Valuer shall be granted access to all accounting records or
     other relevant documents of the Group, subject to any confidentiality
     provisions.

11.  TERMS AND CONSEQUENCES OF TRANSFERS OF SHARES

11.1 Any sale and/or transfer of Shares pursuant to this Agreement (including,
     for the avoidance of doubt, any sale and/or transfer of Shares by a
     Shareholder to a third party) shall be on terms that:

     11.1.1 those Shares are transferred free from all Encumbrances;

     11.1.2 the transferee (if not already bound by the provisions of this
            Agreement) executes a Deed of Adherence agreeing to be bound by this
            Agreement as a Shareholder;

     11.1.3 the transferee accepts an assignment of the loans made by the
            transferor to the Company or any other Group Company and assumes any
            guarantee or other security given by the transferor to or in respect
            of the Company or any other Group Company; and

     11.1.4 except as otherwise provided in this Agreement, completion of the
            transfer of the Shares and (if applicable) assignment of the loans
            shall be completed within a period of seven Business Days of the
            date of the relevant notice or written acceptance of an offer for
            Shares.


                                       17
<PAGE>
11.2 The Company shall procure that each share certificate issued by it shall
     carry the following statement:

     "ANY DISPOSITION, TRANSFER, CHARGE OF OR DEALING IN ANY OTHER MANNER IN THE
     SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY A SHAREHOLDERS'
     AGREEMENT DATED ____________ 2006 AND ENTERED INTO BETWEEN BRIDGETECH
     HOLDINGS INTERNATIONAL, INC., THE CHINESE UNIVERSITY OF HONG KONG
     FOUNDATION LIMITED AND BRIDGETECH MEDICAL TECHNOLOGIES RESEARCH &
     DEVELOPMENT LIMITED."

11.3 The Shareholders shall procure that the Directors register any transfer of
     Shares only if it complies with the provisions of this Agreement.

12.  DURATION AND TERMINATION

12.1 Subject to the other provisions of this Agreement and unless otherwise
     agreed by the Parties, this Agreement shall continue in full force and
     effect without limit in point of time until the earliest of:

     12.1.1 the Shareholders agreeing in writing to terminate this Agreement;

     12.1.2 the Shareholders having disposed of all their Shares;

     12.1.3 the passing of an effective resolution or the making of a binding
            order for the winding-up of the Company; and

     12.1.4 the changing of the shareholdings in the Company so that all of the
            Shares are beneficially owned by a Shareholder or any of its
            Affiliate Companies, provided however that this Agreement shall
            cease to have effect as regard a Shareholder who ceases to hold any
            Shares pursuant to the terms of this Agreement, save for the
            provisions of CLAUSE 12.3.

12.2 Without prejudice to CLAUSE 9 and without limiting the generality of CLAUSE
     12.1, CUHKFL may, at any time after the third anniversary of the date of
     this Agreement, terminate this Agreement by serving on the other
     Shareholder 3 months' notice in writing in accordance with CLAUSE 21 (the
     "TERMINATION NOTICE"). Upon termination of this Agreement pursuant to this
     CLAUSE 12.2, CUHKFL shall sell, and Bridgetech shall purchase, all (but not
     some only) of the Shares then held by CUHKFL at a price equal to the Fair
     Value of such Shares to be determined so far as applicable in accordance
     with CLAUSE 10. Any sale of Shares in accordance with this CLAUSE 12.2
     shall be made mutatis mutandis in accordance with CLAUSES 8.8 to 8.10.


                                       18
<PAGE>
12.3 Upon the termination of this Agreement, all rights and obligations of the
     Parties shall cease to have effect immediately upon such termination,
     provided however that:

     12.3.1 (a) Clauses which are expressed to survive its termination, or which
            from their nature or context it is contemplated that they are to
            survive the termination (including, without limitation, CLAUSES 1,
            14, 15, 18, 19, 21 and 23) and (b) any provisions of this Agreement
            necessary for its interpretation or enforcement, shall continue in
            force following termination of this Agreement; and

     12.3.2 termination of this Agreement shall be without prejudice to the
            respective rights and liabilities of each Party accrued prior to
            such termination.

12.4 Upon termination of this Agreement pursuant to CLAUSE 12.1.3, (a) the
     Company shall be put into voluntary liquidation, (b) the Company's external
     financing facilities shall be cancelled, (c) the Company's liabilities
     shall be repaid and (d) the Company's assets shall be distributed in the
     manner to be agreed between the Shareholders.

13.  WARRANTIES AND UNDERTAKINGS

13.1 Each Party warrants to the other Parties as follows:

     13.1.1 it is duly incorporated and validly existing under the laws of its
            jurisdiction of incorporation;

     13.1.2 it has the legal right and full power and authority to enter into
            and perform this Agreement, which when executed will constitute
            valid and binding obligations on it in accordance with its terms;
            and

     13.1.3 the execution and delivery of, and the performance by it of its
            obligations under, this Agreement will not and are not likely to
            result in a breach of any provision of its memorandum or articles of
            association or equivalent constitutional documents.

13.2 Each Party shall notify the other Parties if it becomes aware that any of
     the warranties in CLAUSE 13.1 is or becomes untrue or misleading in any
     respect, or there are circumstances arising which would be relevant to any
     of its undertakings in this Agreement, as soon as practicable after it
     becomes aware of such fact.


                                       19
<PAGE>
14.  ANNOUNCEMENTS

     No announcement or circular in connection with the existence or the subject
     matter of this Agreement shall be made or issued by or on behalf of any
     Party (or its holding company) without the prior written approval of the
     other Parties. This shall not affect any announcement or circular required
     by law or by any securities exchange or supervisory or regulatory or
     governmental body pursuant to rules to which the Parties (or their
     respective holding companies) are subject but the Party (or its holding
     company) with an obligation to make an announcement or issue a circular
     shall consult with the other Parties where feasible and shall given due
     consideration to their reasonable requirements before complying with such
     an obligation. For the purpose of this CLAUSE 14, each Party undertakes to
     the other Parties that it shall provide to the other Parties all such
     information relating to itself or its group of companies as the other
     Parties (or their respective holding companies) shall reasonably require
     for the purpose of complying with their respective obligations to make an
     announcement or issue a circular.

15.  CONFIDENTIALITY

15.1 Each Party undertakes to the other Parties that it shall treat as strictly
     confidential, and shall procure that its subsidiaries and holding companies
     and its and their respective directors, officers, representatives, agents,
     employees and advisers treat as strictly confidential, all information
     (whether oral, graphic, written or in electronic form) which it receives or
     obtains as a result of entering into or performing this Agreement (the
     "CONFIDENTIAL INFORMATION"), including, without limitation:

     15.1.1 information relating to trade secrets and other information of a
            confidential nature (including, without limitation, all proprietary,
            technical and commercial information in whatever form (including
            computer disks and tapes) that information may be recorded or
            stored);

     15.1.2 information relating to the customers, the business, assets,
            financial or other affairs of any of the other Parties or any Group
            Company;

     15.1.3 information relating to the provisions and subject matter of this
            Agreement;

     15.1.4 information relating to the existence of this Agreement and its
            purpose; and

     15.1.5 information relating to the negotiations leading up to this
            Agreement, including any information relating to or in respect of
            any negotiations and communications between the Parties after the
            date of this Agreement.


                                       20
<PAGE>
     Each Party shall not, and shall procure that its subsidiaries and holding
     companies and its and their respective directors, officers,
     representatives, agents, employees and advisers shall not, use for its own
     business purpose or disclose to any third party any Confidential
     Information without the prior written consent of the other Parties.

15.2 The restrictions contained in CLAUSE 15.1 shall not apply so as to prohibit
     disclosure or use of any information if and to the extent:

     15.2.1 the disclosure or use is required by law or by any securities
            exchange or supervisory or regulatory or governmental body pursuant
            to rules to which the Parties or their respective holding companies
            are subject;

     15.2.2 the disclosure is made by a Party to its directors, officers,
            representatives, agents, employees or advisers for purposes relating
            to this Agreement on terms that such directors, officers,
            representatives, agents, employees or advisers undertake to comply
            with the provisions of CLAUSE 15.1 in respect of such information as
            if they were a party to this Agreement;

     15.2.3 the information becomes publicly available (other than by a breach
            of this Agreement or any other obligation of confidence);

     15.2.4 the other Parties have given prior written consent to the disclosure
            or use; or

     15.2.5 the disclosure or use is required for the purpose of any judicial
            proceedings arising out of this Agreement,

     provided always that prior to disclosure or use of any information pursuant
     to CLAUSE 15.2.1, the Party concerned shall promptly notify the other
     Parties of such requirement and shall consult with the other Parties where
     feasible and give due consideration to their reasonable requirements before
     complying with such requirement.

16.  NO PARTNERSHIP

     Nothing contained or implied in this Agreement shall constitute or be
     deemed to constitute a partnership or agency between the Parties and save
     as expressly agreed herein, none of the Parties shall have any authority to
     bind or commit any other Party.

17.  CONFLICT WITH ARTICLES

     The Shareholders hereby agree that if and to the extent that the Articles
     conflict with the provisions of this Agreement, this Agreement shall
     prevail for so long as it is in


                                       21
<PAGE>
     force to regulate the way in which they exercise their respective voting
     rights as shareholders of the Company and each Shareholder shall take all
     such further steps as may be necessary to ensure that the provisions of
     this Agreement shall prevail, including passing such resolutions to effect
     a change in the Articles to render the same consistent with this Agreement.

18.  REMEDIES

     Each Party acknowledges and agrees that if any of them shall breach the
     representations, indemnities, covenants, agreements, undertakings and
     obligations (for the purposes of this CLAUSE 18 referred to as the "AGREED
     TERMS") on each of their parts contained in this Agreement, damages may not
     be an adequate remedy in which case the Agreed Terms shall be enforceable
     by injunction, order for specific performance or such other equitable
     relief as a court of competent jurisdiction may see fit to award.

19.  COSTS

     Each Shareholder shall pay its own costs incurred in connection with the
     negotiation, preparation, execution and implementation of this Agreement
     and any other matters in connection therewith and shall share the costs
     incurred by the Company in relation thereto in the Agreed Proportions.

20.  GENERAL

20.1 Save as otherwise provided in this Agreement, the benefits and obligations
     conferred by this Agreement upon each Party are personal to that Party and
     shall not be, and shall not be capable of being, assigned, delegated,
     transferred or otherwise disposed of without the prior written consent of
     the other Parties.

20.2 This Agreement shall be binding upon and enure for the benefit of the
     assigns and successors of the Parties.

20.3 This Agreement constitutes the whole agreement between the Parties relating
     to the subject matter of this Agreement and supersedes any previous
     agreements or arrangements between them relating to the subject matter of
     this Agreement.

20.4 No variations of this Agreement shall be effective unless made in writing
     signed by duly authorised representatives of the Parties.

20.5 If any provision or part of a provision of this Agreement shall be, or be
     found by any authority or court of competent jurisdiction to be, invalid or
     unenforceable, such


                                       22
<PAGE>
     invalidity or unenforceability shall not affect the other provisions or
     parts of such provisions of this Agreement, all of which shall remain in
     full force and effect.

20.6 No failure of a Party to exercise, and no delay or forbearance in
     exercising, any right or remedy in respect of any provision of this
     Agreement shall operate as a waiver of such right or remedy.

20.7 At any time after the date of this Agreement, each Party shall, and shall
     use all reasonable endeavours to procure (to the extent it is legally or
     contractually entitled to do so) that any necessary third party shall,
     execute such documents and do such acts and things as the other Parties may
     reasonable require for the purpose of giving to such Parties the full
     benefit and provisions of this Agreement.

20.8 Time shall be of the essence of this Agreement.

20.9 This Agreement may be executed in one or more counterparts, and by the
     Parties on separate counterparts, but shall not be effective until each
     Party has executed at least one counterpart and each such counterpart shall
     constitute an original of this Agreement but all such counterparts shall
     together constitute one and the same instrument.

21.  NOTICES

21.1 Any notice or other communication in connection with this Agreement shall
     be in writing in English (a "NOTICE") and shall be sufficiently given or
     served if delivered or sent:

     in the case of Bridgetech to:

     Emerald Plaza Center,
     402 W. Broadway, 26/F,
     San Diego, CA 92101, U.S.A.

     Fax: (619) 342-7497
     Attention: Thomas C. Kuhn III


                                       23
<PAGE>
     in the case of CUHKFL to:

     Pro-Vice-Chancellors' Office, University Administrative Building
     The Chinese University of Hong Kong
     Shatin, Hong Kong

     Fax: (852) 2603 5252
     Attention: Prof. Kenneth Young

     in the case of the Company to:

     Unit 2401-02,
     24/F Admiralty Centre II,
     18 Harcourt Road, Admiralty,
     Hong Kong

     Fax: (852) 2110-5780
     Attention: Thomas C. Kuhn III

     or (in any case) to such other address or fax number in Hong Kong as the
     relevant Party may have notified to the other Parties in writing in
     accordance with this CLAUSE 21.

21.2 Unless there is evidence that it was received earlier, a Notice is deemed
     given if:

     21.2.1 delivered personally, when left at the address referred to in CLAUSE
            21.1;

     21.2.2 sent by prepaid registered post or courier, three Business Days
            after posting it;

     21.2.3 sent by air mail, five Business Days after posting it; and

     21.2.4 sent by fax, when confirmation of its transmission has been recorded
            by the sender's fax machine.

22.  ACKNOWLEDGEMENT BY COMPANY

     The Company acknowledges the terms of this Agreement and in consideration
     of the Shareholders agreeing to enter into it undertakes that it will not,
     and so far as it is able will procure that no other person (including each
     other Group Company) will, do anything which is in breach of or
     inconsistent with the terms hereof.


                                       24
<PAGE>
23.  GOVERNING LAW AND ARBITRATION

23.1 This Agreement shall be governed by, and construed in accordance with, the
     laws of Hong Kong.

23.2 Any dispute, controversy or claim arising out of or relating to this
     Agreement, or the breach, termination or invalidity thereof, shall be
     referred to and finally resolved by arbitration in Hong Kong in accordance
     with the UNCITRAL Arbitration Rules as at present in force and as may be
     amended by the rest of this CLAUSE 23.2. The appointing authority shall be
     the Hong Kong International Arbitration Centre (the "HKIAC"). The
     arbitration shall be managed by the HKIAC in accordance with its practice,
     rules and regulations. The place of arbitration shall be in Hong Kong at
     the HKIAC. There shall be one arbitrator who shall be appointed by the
     HKIAC. The language to be used in the arbitral proceedings shall be English
     and the applicable law of the arbitration shall be Hong Kong law.

23.3 The foregoing shall not preclude any Party from seeking interim relief or
     orders for interim preservation in any Court of competent jurisdiction. Any
     such application to Court shall not demonstrate an intention to act
     inconsistently in any way with the agreement to settle disputes by
     arbitration set out in this CLAUSE 23.


                                       25
<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE 1

                    PAYMENT OF SUBSCRIPTION PRICE FOR SHARES

                                                                      D.
    A.                      B.                      C.      AMOUNT OF SUBSCRIPTION
INSTALMENT                 DATE                 NUMBER OF      PRICE TO BE PAID
    NO.                (SEE NOTE 1)               SHARES         (SEE NOTE 2)
----------   --------------------------------   ---------   ----------------------
<S>          <C>                                <C>         <C>
    1.       3 months after the date of this     500,000          HK$500,000
             Agreement.

    2.       6 months after the date of this     500,000          HK$500,000
             Agreement.

    3.       9 months after the date of this     500,000          HK$500,000
             Agreement.

    4.       12 months after the date of this    500,000          HK$500,000
             Agreement.

    5.       15 months after the date of this    500,000          HK$500,000
             Agreement.

    6.       18 months after the date of this    500,000          HK$500,000
             Agreement.

    7.       21 months after the date of this    500,000          HK$500,000
             Agreement.

    8.       24 months after the date of this    500,000          HK$500,000
             Agreement.

    9.       27 months after the date of this    500,000          HK$500,000
             Agreement.

    10.      30 months after the date of this    500,000          HK$500,000
             Agreement.

    11.      33 months after the date of this    500,000          HK$500,000
             Agreement.
</TABLE>

NOTES: (1) Bridgetech may be required to pay a relevant instalment of the
           subscription price for Shares on or after (but not before) the date
           specified in COLUMN B of this SCHEDULE 1.


                                       26
<PAGE>
     (2)  Bridgetech may be required to pay an amount of subscription price up
          to (but not more than) the amount specified in COLUMN D of this
          SCHEDULE 1, and where the amount of subscription price to be paid is
          less than that specified in COLUMN D of this SCHEDULE 1, the number of
          shares to be credited as fully paid as set out in COLUMN C of this
          SCHEDULE 1 shall be adjusted accordingly.


                                       27
<PAGE>
                                   SCHEDULE 2

                          FORM OF THE DEED OF ADHERENCE

THIS DEED OF ADHERENCE is made on [DATE] by [NAME] of [ADDRESS] (the
"COVENANTOR") and is supplemental to a Shareholders' Agreement dated [___] 2006
entered into between Bridgetech Holdings International, Inc., The Chinese
University of Hong Kong Foundation Limited and Bridgetech Medical Technologies
Research & Development Limited (the "SHAREHOLDERS' AGREEMENT").

The Covenantor covenants as follows:

1.   The Covenantor confirms that it has been supplied with and has read a copy
     of the Shareholders' Agreement and covenants with each of the persons named
     in the Schedule to this Deed to observe, perform and be bound by all the
     terms of this Agreement which are capable of applying to the Covenantor and
     which have not been performed at the date of this Deed to the intent and
     effect that the Covenantor shall be deemed with effect from the date on
     which the Covenantor is registered as a member of the Company to be a party
     to the Shareholders' Agreement as if it were named therein as a Shareholder
     and a Party and on the basis that references therein to each of Shareholder
     and Party include a separate reference to the Covenantor.

2.   The Covenantor further agrees to be jointly and severally bound by any
     liability accruing to [selling shareholder] prior to, but not discharged
     by, the date of this Deed, if not discharged by [selling shareholder].

3.   The address and fax number of the Covenantor for the purposes of CLAUSE 21
     of the Shareholders' Agreement is as follows:

     [INSERT]

4.   This Deed shall be governed by, and construed in accordance with, the laws
     of Hong Kong and the Covenantor irrevocably submits to the non-exclusive
     jurisdiction of the Hong Kong courts.

                                    SCHEDULE

[To specify the names of the parties to the Shareholders' Agreement, including
those who have executed earlier Deeds of Adherence]


                                       28
<PAGE>
IN WITNESS WHEREOF this Deed has been executed and delivered by us on the date
first above written.

The Common Seal of                  )
[COVENANTOR]                        )
was hereunto affixed                )
in the presence of:                 )


-------------------------------------
Director


-------------------------------------
Director/Secretary


                                       29
<PAGE>
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first above written.


SIGNED by                           )   /s/ Thomas C. Kuhn III
for and on behalf of                )   ----------------------------------------
BRIDGETECH HOLDINGS                 )
INTERNATIONAL, INC.                 )
in the presence of:                 )


SIGNED by                           )   /s/ [Illegible]
for and on behalf of                )   ----------------------------------------
THE CHINESE UNIVERSITY OF           )
HONG KONG FOUNDATION                )
LIMITED in the presence of:         )


SIGNED by                           )   /s/ Thomas C. Kuhn III
for and on behalf of                )   ----------------------------------------
BRIDGETECH MEDICAL                  )
TECHNOLOGIES RESEARCH               )
& DEVELOPMENT LIMITED               )
in the presence of:                 )


                                       30