EXHIBIT 10.22

                              TERMINATION AGREEMENT

     This Termination Agreement (this "Agreement") is entered into as of this
_____ day of April, 2006, by and between Moore, Clayton & Co., Inc., a Delaware
corporation, MCC Healthcare Group, Inc., a Delaware corporation (collectively
"MCC") and Bridgetech Holdings International, Inc., Delaware corporation
("Bridgetech"), collectively referred to hereinafter as the "Parties" or
individually as a "Party."

                                 R E C I T A L S

     WHEREAS, the Parties hereto desire to fully and finally terminate any and
all claims which may exist between them in connection with that certain
Subscription Agreement entered into by the Parties and accepted by Bridgetech on
or about October 19, 2005 in which MCC agreed to subscribe for 1.5 million
shares of Bridgetech common stock at a price of $1.00 per share (the
"Subscription Agreement", attached hereto as Exhibit A).

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

     1.     Acknowledgement and Acceptance of Substitute. Bridgetech hereby
            --------------------------------------------
acknowledges that MCC has sufficiently provided for substitute investors who
have subscribed in an amount equal to or greater than that required pursuant to
the Subscription Agreement, and accepts such subscriptions in aggregate as a
full and complete substitute for the MCC obligation under the Subscription
Agreement.

     2.     Acknowledgement of Receipt of Investment. Bridgetech hereby
            ----------------------------------------
acknowledges that it has received funds from the substitute investors in an
amount equal to or greater than that required pursuant to the Subscription
Agreement.

     3.     Termination of Subscription Agreement. The Parties agree to
            -------------------------------------
terminate the Subscription Agreement and any obligations, rights, or any other
similar interest each may have with respect to the other arising from the
Subscription Agreement.

     4.     Release of Claims. In consideration of the mutual releases made
            -----------------
pursuant to this Agreement, the Parties, on behalf of themselves and their
agents, personal representatives, and assigns, past, present, and future, hereby
releases and forever discharges the other Party, any parent organization of the
other Party, any organization that controls, is controlled by, or is under
common control with the other Party, and each of their respective partners,
affiliates, associates, officers, directors, shareholders, managers, members,
employees, attorneys, accountants, insurers, agents, representatives,
predecessors, successors, and assigns, past, present, and future (collectively,
"Affiliates"), from any and all legal claims, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, obligations,
controversies, debts, costs, expenses, damages, judgments, orders, and
liabilities of whatever kind or nature in law, equity, or otherwise, whether now
known or unknown, suspected or unsuspected, concealed or hidden, of any kind or
nature whatsoever, which have ever existed or may have existed, or which do
exist or which hereafter can, shall, or may exist arising out of the
Subscription Agreement, occurring or existing at any time. Nothing in this
section shall release parties from obligations arising from other agreements
between the parties, including without limitation any strategic alliance
agreements, joint venture agreements, or engagement agreements.


                                        1
<PAGE>
     5.     Further Assurances. The Parties intend this Agreement to be a
            ------------------
complete and final settlement of the matters between them related to the
Subscription Agreement. Accordingly , each Party agrees to execute such further
documents and to take such further actions as may be necessary or desirable to
finally and fully settle all such matters which have arisen or which may
subsequently arise between them.

     6.     Successors and Assigns. This Agreement shall be binding on and shall
            ----------------------
inure to the benefit of the parties and their respective heirs, personal
representatives, successors, and assigns.

     7.     Amendments and Waivers. No amendment or waiver of any provision of
            ----------------------
this Agreement shall be effective unless it is in writing and is signed by every
one of the parties hereto.

     8.     Notices. Any notice required hereunder to be given by either Party
            -------
shall be in writing and shall be delivered personally or sent by certified or
registered mail, postage prepaid, or by private courier, with written
verification of delivery, or by facsimile transmission to the other Party to the
address or telephone number set forth below or to such other address or
telephone number as either Party may designate from time to time according to
this provision. A notice delivered personally shall be effective upon receipt. A
notice sent by facsimile transmission shall be effective twenty-four hours after
the dispatch thereof. A notice delivered by mail or by private courier shall be
effective on the third day after the day of mailing.

     To Bridgetech at:                  To MCC at:

777 S. Highway 101, Ste. 215            10757 South River Front Parkway
Ste. 215                                Ste. 125
Solana Beach, California 92075          South Jordan, Utah 84095
Attention: Thomas C. Kuhn III           Attention: Kenneth I. Denos
Telefax: +1 (619) 342-7497              Telefax: +1(801) 816-2599

     9.     Equitable Remedies. Each Party acknowledges and agrees that the
            ------------------
breach or threatened breach of certain provisions of this Agreement would cause
irreparable harm for which damages at law would be an inadequate remedy.
Accordingly, each Party hereby agrees that, in any such instance, the threatened
or injured Party shall be entitled to seek injunctive or other equitable relief
in addition to any other remedy to which he or it may be entitled, including
money damages.

     10.     Severability. If any provision of this Agreement is found to be
             ------------
unenforceable by a court of competent jurisdiction, the remaining provisions
shall nevertheless remain in full force and effect.

     11.     Entire Agreement. This Agreement constitutes the full and complete
             ----------------
understanding of the Parties hereto with respect to the subject matter covered
herein and supersedes all prior oral or written understandings and agreements
with respect thereto. No modification or amendment to this Agreement shall be
effective unless it is contained in a written document that is signed by both
Parties.

     12.     Governing Law. This Agreement shall be governed and construed in
             -------------
accordance with the laws of the State of Delaware. The Parties further agree
that proper venue and


                                        2
<PAGE>
jurisdiction for any dispute under this Agreement shall lie with the courts in
Los Angeles County, California.

     IN WITNESS WHEREOF, the Parties hereto have signed this Agreement by their
duly authorized representative as of the date first given above. This Agreement
may be executed in counterparts, all of which together shall constitute one and
the same instrument.


MOORE, CLAYTON & CO., INC.               BRIDGETECH HOLDINGS INTERNATIONAL, INC.


-----------------------------------          -----------------------------------
Kenneth Denos, Executive VP                  Thomas C. Kuhn III, SVP & CFO


MCC HEALTHCARE GROUP, INC.


-----------------------------------
Kenneth Denos, Director


                                        3
<PAGE>
                                    EXHIBIT A


                                        4
<PAGE>
                             SUBSCRIPTION AGREEMENT

                                       FOR

                             SHARES OF COMMON STOCK

                                       OF

                     BRIDGETECH HOLDINGS INTERNATIONAL, INC.


To:   Bridgetech Holdings International, Inc.

From: MOORE, CLAYTON & CO INC.
      -------------------------
      (Full name of Subscriber)

<TABLE>
<CAPTION>
<S>                                                          <C>
Number of shares of Common Stock subscribed:                 $1,500,000
                                                             ----------
Price per share of Common Stock:                             $     1.00
                                                             ----------

Total purchase price for shares of Common Stock subscribed:  $1,500,000
                                                             ----------
</TABLE>


<PAGE>
                             SUBSCRIPTION AGREEMENT

     The undersigned subscriber ("Subscriber") hereby irrevocably subscribes for
                                  ----------
the  number  of shares of Common Stock, par value $.001 per share (the "Stock"),
                                                                        -----
of  Bridgetech  Holdings  International, Inc., a corporation organized under the
laws  of  the  State of Delaware (the "Company"), set forth in Section 1 below.
                                       -------

Section I.   Commitment.
             ----------

     Subscriber  hereby  irrevocably  subscribes  for  and  agrees  to  purchase
1,500,000  shares  of  Stock  (the "Subscribed Shares") at the purchase price of
---------                           -----------------
$1.00  per  share  for an aggregate purchase price of $1,500,000  (the "Purchase
                                                       ---------        --------
Price").  Subscriber  understands  that  the  Company  is under no obligation to
-----
consummate  the  sale  of the Stock and may reject this subscription in its sole
discretion.

Section 2.   Payment of the Purchase Price and Delivery of the Subscribed
             ------------------------------------------------------------
             Shares.
             ------

     On  or  before  October 15, 2005 (the "Closing Date"), Subscriber shall pay
                                            ------------
the  Purchase  Price  to  the  Company  by check payable to "Bridgetech Holdings
International,  Inc."  or by wire transfer of immediately available funds to the
account  identified  on  Schedule  A hereto. If the Company accepts Subscriber's
                         -----------
subscription,  then,  on  the  Closing  Date or promptly thereafter, the Company
shall  deliver  to  Subscriber  a  certificate  for  the  Subscribed  Shares.

     Section 3.    Representations, Warranties and Covenants of Subscriber.
                   -------------------------------------------------------

     In  order  to  induce the Company to accept this subscription and issue the
Subscribed  Shares  to  Subscriber,  Subscriber  hereby  warrants,  represents,
covenants  and  agrees  as  follows:

          (a)     Subscriber  acknowledges  that  the  Company  has  provided
     Subscriber  with  copies  of  certain  documents,  books and records of the
     Company.  Subscriber  and its advisors have had a reasonable opportunity to
     ask questions of and receive answers from the officers of the Company, or a
     person  or  persons  acting on their behalf, concerning the Company and the
     terms and conditions of the offering of the Stock, and to obtain additional
     information  necessary  to  verify the accuracy of the information provided
     by,  or on behalf of, the Company. All such questions have been answered to
     the  full  satisfaction  of  Subscriber. Subscriber represents and warrants
     that,  in  making the decision to purchase the Stock, Subscriber has relied
     and  is  relying solely on its review of the materials provided and its own
     independent  investigation  of  the  Company.

          (b)     Subscriber  has such knowledge and experience in financial and
     business  matters  as  to  enable  it  (i)  to utilize the information made
     available  to  it  in  connection  with  the offering of the Stock, (ii) to
     evaluate  the merits and risks associated with a purchase of the Stock, and
     (iii)  to  make  an  informed  decision  with  respect  thereto.


<PAGE>
          (c)     Subscriber is a qualified purchaser of shares of Stock because
     Subscriber  is  an  "accredited  investor"  under  Regulation D promulgated
     under  the  Securities  Act  of  1933,  as  amended  (the  "Act").
                                                                 ---

          (d)     Subscriber (i) has adequate means of providing for its current
     liabilities  and  possible  contingencies,  (ii)  has no need for liquidity
     in  connection  with  a  purchase  of  the Stock, (iii) is able to bear the
     economic  risks associated with the purchase of the Stock for an indefinite
     period and has the capacity to protect its own interests in connection with
     a  purchase  of  the  Stock,  and  (iv) can afford the complete loss of its
     entire  investment  in  the  Stock.

          (e)     Subscriber  recognizes  that  a purchase of fee Stock involves
     significant  risks,  including,  without  limitation,  those  described  or
     Schedule  B  hereto.  Subscriber  acknowledges  that  an  investment in the
     -----------
     Company  is  speculative  and may result in the loss of Subscriber's entire
     investment.

          (f)     Subscriber  understands  that (i) neither the offering nor the
     sale  of  the  Stock  has  been  registered  under the Act in reliance upon
     exemptions from the registration provisions of the Act, (ii) the Subscribed
     Shares  must be held by Subscriber indefinitely unless the sale or transfer
     thereof  (A)  is subsequently registered under the Act, or (B) an exemption
     from  such  registration  is available, (iii) the certificates representing
     all shares of Stock will be legended to reflect such restrictions, (iv) the
     Company  is  under  no  obligation  to  register  any  shares  of  Stock on
     Subscriber's behalf or to assist Subscriber in complying with any exemption
     from  registration,  and (v) the officers of the Company will rely upon the
     representations  and  warranties  made  by  Subscriber in this Subscription
     Agreement  in  order  to  establish  such  exemption  from the registration
     provisions  of  the  Act.

               (g)     Subscriber  understands  that  neither  the offer nor the
     sale  of  the  Stock  has  been registered under the securities laws of any
     state due to exemptions from registration based upon the private or limited
     nature  of  the  offering  and/or  exemptions  available  for  transactions
     involving  purchasers  such  as  Subscriber,  and  that the officers of the
     Company  will  rely  upon  the  representations  and  warranties  made  by
     Subscriber in this Subscription Agreement and in the Investor Questionnaire
     in  order  to  establish  such  exemptions  from  registration  under state
     securities  laws.

          (h)     Subscriber  acknowledges  and  agrees  that  it  will not sell
     assign,  pledge,  hypothecate,  transfer,  or  otherwise  dispose  of  the
     Stock  unless  (i)  such  disposition  is subsequently registered under the
     Securities  Act,  which  is  not  contemplated,  and  registered  under all
     applicable  state  laws  and regulations, which is not contemplated or (ii)
     Subscriber provides the Company with a legal opinion acceptable in form and
     substance  (as to both such opinion and the counsel providing such opinion)
     to  the  Company  and  the  Company's  legal  counsel  stating  that  such
     disposition  may  be made without registration under the Securities Act and
     without  registration  under  any  applicable  state  laws and regulations.
     Subscriber  understands  that  transfer  instructions  have been or will be
     placed  on  certificate(s)  with  respect to the Subscribed Shares so as to


                                        2
<PAGE>
     restrict  any  such  disposition  thereof. Further, Subscriber acknowledges
     that the Company is under no obligation to register the Stock on its behalf
     or  to  assist  it  in  complying  with  any  exemption  from registration.

          (i)     The  Subscribed  Shares  are being purchased with Subscriber's
     own  funds  and  not  with  the  funds  of  any  other person and are being
     purchased  solely  for  Subscriber's own account and not for the account of
     any  other person. The Subscribed Shares are being purchased for investment
     purposes  only,  and  not for distribution, assignment or resale to others.

          (j)     Subscriber realizes that it may not be able to sell or dispose
     of  its  shares  of  Stock,  even  in the case of an emergency, as there is
     no public market for such shares. Subscriber acknowledges that it will bear
     the  economic  risk  associated  with the Stock for an indefinite period of
     time.

          (k)     Subscriber  understands  that  no  federal  or state agency or
     securities  exchange  has  recommended  or  endorsed the purchase of shares
     of  Stock.

          (1)     Subscriber  acknowledges  that  neither  the  Company, nor any
     person  acting  on  the  Company's  behalf,  has  offered to sell shares of
     Stock  by  means  of  any  form  of  advertising. At no time was Subscriber
     presented with or solicited by any leaflet, promotional meeting, newspaper,
     magazine,  radio  or  television  program, article or advertisement, or any
     other  form  of  general  advertising  or  general  solicitation.

          (m)     The  Subscriber  has  consulted  with  Subscriber's own legal,
     accounting,  tax,  investment  and  other  advisors with respect to the tax
     treatment  of  an  investment by Subscriber in the Stock and in the Company
     and  the merits and risks of an investment in the Stock and in the Company.

          (n)     The  Subscribed  Shares  and  any  certificates  issued  in
     replacement  therefore  shall  bear  the  following  legend, in addition to
     any  other  legend  required  by  law  or otherwise deemed advisable by the
     Company;

          The  sale  of  shares  represented  by  this  certificate has not been
          registered  under  the  Securities  Act  of  1933  (the  "Act") or any
                                                                    ---
          applicable  state  securities  laws (the "State Acts") and such shares
                                                    ----------
          may  not  be  sold,  transferred  or  otherwise  disposed  of unless a
          registration  statement  under the Act and the State Acts with respect
          to  such shares is effective at such time or unless the Corporation is
          in  receipt  of an opinion of counsel satisfactory to it to the effect
          that  such  shares  may be sold without registration under the Act and
          the  State  Acts.

          (o)     Subscriber  has kept and will continue to keep all information
     disclosed  in  connection  with  the  offering  of  the  Stock  in  strict
     confidence,  and Subscriber agrees only to disclose such information to its
     accountants,  attorneys  or  other  professional  advisors  to  the  extent
     necessary  to  evaluate  the  investment in the Stock. The same standard of
     confidentiality  is expected from all such accountants, attorneys and other
     professional  advisors  who  have  received  such  information.


                                        3
<PAGE>
          (p)     Subscriber is either: (i) an individual over the age of 21 (or
     the  age  of  majority  in  the  Subscriber's  jurisdiction) and a resident
     at  the  address set forth on the signature page to this Agreement, and has
     no  present intent of changing such residency, or (ii) an entity not formed
     for  the  specific  purpose  of  acquiring  or  holding the Stock, with its
     principal  place of business at the address set forth on the signature page
     to  this  Agreement. In  the event that Subscriber's residence or principal
     place of business changes before Subscriber purchases said Stock and before
     the  Stock  are delivered to Subscriber, Subscriber covenants and agrees to
     promptly  notify  the  Company.

          (q)     When  executed  by  Subscriber,  this  Subscription  Agreement
     (including  these  representations  and warranties) will constitute a valid
     and  binding  obligation  of Subscriber, enforceable in accordance with its
     terms.  Subscriber,  if not an individual, is empowered and duly authorized
     to  enter  into  this Subscription Agreement under any governing documents,
     partnership  agreements,  operating  agreements, trust instruments, pension
     plans, charter, certificate of incorporation, bylaw provisions or the like.
     The  person,  if  any,  signing  this  Subscription  Agreement on behalf of
     Subscriber  is  empowered  and  duly  authorized  to  do so by Subscriber's
     governing  document  or  trust  instrument,  charter,  certificate  of
     incorporation,  bylaw  provision,  board  of  directors  or  shareholder
     resolution,  or  the  like.

          (r)     Subscriber  understands  and  agrees that the subscription set
     forth  herein  will  not  be  binding upon the Company until it is accepted
     by  the  Company in writing, that acceptance of any or all subscriptions is
     within the sole discretion, of the Company, and that the Company may choose
     to  accept  or  reject  any  or  all  subscriptions,  in  whole or in part,
     including  this  subscription,  for  any  reason  or no reason, in its sole
     discretion.

          (s)     The  foregoing  representations  and  warranties and all other
     information  which  Subscriber  has  provided  concerning  Subscriber  and
     Subscriber's  financial  condition,  are  true  and accurate as of the date
     hereof.  If  in  any respect such information, representations, warranties,
     and  covenants are not true and accurate as of the Closing Date. Subscriber
     will  give  written,  notice  of  such  fact  to  the  officers  of Company
     specifying which information, representations, warranties, or covenants are
     not  true  and  accurate  and  the  reasons  therefor.

Section 4.   Representation and Warranty of Company.
             --------------------------------------

     Company  represents  and  warrants  to  Subscriber  that (i) it is duly and
validly organized and in existence under the laws of the State of Delaware, (ii)
it  is  or  will  become  qualified under the laws of all other jurisdictions in
which  such qualification is necessary to enable it to engage in business, (iii)
it  has  full power and authority to own and manage the assets to be owned by it
and  (iv) upon issuance, the Subscribed Shares shall be duly authorized, validly
issued,  fully  paid  and  nonassessable.

Section 5.    Indemnification.
              ---------------

     Subscriber  shall  indemnify  and  hold  harmless  Company  and any person,
partnership,  corporation or entity affiliated in any manner with or employed by
Company  (including  the  officers,  directors  and employees of Company and all
professional  advisors  thereto),  from  and


                                        4
<PAGE>
against  any  and  all  loss,  damage, liability or expense, including costs and
reasonable  attorneys'  fees, to which they may become subject or which they may
incur  by  reason  of  or  in  connection  with  any  misrepresentation  made by
Subscriber  herein,  any  breach  of  any  of  Subscriber's  representations  or
warranties,  or  Subscriber's  failure  to  fulfill  any  of  its  covenants  or
agreements  contained  in  this  Subscription  Agreement.

Section 6.   Miscellaneous.
             -------------

          (a)     Subscriber  agrees not to transfer or assign this Subscription
     Agreement,  or  any  of  Subscriber's  interest herein, to any other person
     without  the  prior written consent of Company, and further agrees chat the
     transfer  or  assignment  of  the  shares of Stock acquired pursuant hereto
     shall be made only in accordance with the provisions of this Agreement, the
     Company's  Certificate  of  Incorporation, the Act and all applicable stats
     securities  laws.

          (b)     Subscriber agrees that Subscriber may not cancel, terminate or
     revoke  this  Subscription  Agreement  (except  as  otherwise  specifically
     permitted  under  applicable  state  securities  laws),  and  that  this
     Subscription  Agreement  shall  be  binding  upon  Subscriber's  permitted
     successors  and  assigns.

          (c)     This  Subscription  Agreement  and  the Investor Questionnaire
     constitute  the entire agreement between the parties hereto with respect to
     the  subject matter hereof. This Subscription Agreement may be amended only
     by  a  writing  executed  by  both  of  the  parties  hereto.

          (d)     This  Subscription  Agreement  shall be enforced, governed and
     construed  in  all  respects  in  accordance  with the laws of the State of
     Delaware.

          (e)     The  representations  and  warranties  of Subscriber set forth
     herein  shall  survive  the  sale  of  the  Subscribed Shares to Subscriber
     pursuant  to  this  Subscription  Agreement.

          (f)     Within  five  days after the receipt of a written request from
     an  officer  of  the Company, Subscriber agrees to provide such information
     and to execute and deliver such documents as reasonably may be necessary to
     comply  with  any  and  all  laws  and  regulations to which the Company is
     subject.

          (g)     Words  importing  the  singular number hereunder shall include
     the  plural  number  and  vice  versa, and any pronoun used herein shall be
     deemed  to  cover  all  genders.

Section 7.   Notice of Acceptance.
             --------------------

     The  officers  of  Company, upon acceptance of this Subscription Agreement,
will  forward  to  Subscriber  a  notice  of  acceptance, which may consist of a
counter-signed  copy  of  this  Subscription  Agreement.


                                        5
<PAGE>
     IN  WITNESS  WHEREOF,  the  undersigned  Subscriber  has  executed  and
acknowledged  this  Subscription  Agreement  as  of  the  date set forth "below.


ENTITY INVESTOR:                             INDIVIDUAL INVESTOR:

MOORE, CLAYTON & CO INC
-----------------------------------          -----------------------------------
(Print Name of Entity)                       (Print Name)

By: /s/ A R Moore
-----------------------------------          -----------------------------------
(Signature)                                  (Signature)


-----------------------------------          -----------------------------------
(Print Name and Title)                       (Date)


-----------------------------------
(Date)


NB.     MOORE,  CLAYTON & CO INC WILL WIRE FUNDS WITHIN 45 DAYS OF THE SIGNING
OF  THIS  AGREEMENT  BY  BOTH  PARTIES.

                                                    ARM


                                        6
<PAGE>
                           ACCEPTANCE OF SUBSCRIPTION

The foregoing subscription of 1,500,000 w/ MOORE, CLAYTON & CO., INC. is hereby
                              --------------------------------------
accepted.


                                   BRIDGETECH HOLDINGS INTERNATIONAL, INC.


Date: 10/19/05                     By: /s/  Thomas C. Kuhn III
     ------------                      -----------------------------------------
                                       Name: THOMAS C. KUHN III
                                             -----------------------------------
                                       Title: EVP & CFO
                                             -----------------------------------


                                        7