EXHIBIT 10.12

                         STRATEGIC PARTNERSHIP AGREEMENT

      THIS STRATEGIC PARTNERSHIP AGREEMENT (this "AGREEMENT"), effective as of
June 7, 2005 (the "EFFECTIVE DATE"), is made by and between BRIDGETECH HOLDINGS
INTERNATIONAL, INC., a Delaware corporation ("BRIDGETECH"), and MARY CROWLEY
MEDICAL RESEARCH CENTER, a Texas non-profit corporation ("CROWLEY"), (Crowley
together with Bridgetech, the "PARTIES").

                                   WITNESSETH

      WHEREAS, CROWLEY is in the business of providing support for the
exploration of investigational vaccine, gene, and cellular therapies with the
goal of expanding treatment options for all cancer patients;

      WHEREAS, BRIDGETECH has established Bridgetech CRO, Inc. ("CRO"), a
clinical research organization research operating in the People's Republic of
China, Hong Kong and the Republic of China (Taiwan); (together known as
"CHINA");

      WHEREAS, the STATE FOOD AND DRUG ADMINISTRATION ("SFDA") is the regulatory
authority of the People's Republic of China responsible for, among other things,
granting authorization for the consumption, manufacture and distribution of
pharmaceutical products in China;

      WHEREAS, the Parties wish to form a strategic partnership in order to
facilitate clinical testing of pharmaceuticals for the purpose of receiving SFDA
approval on said pharmaceutical products for consumption, manufacture and
distribution in China;

      NOW THEREFORE, in consideration of the premises and of the mutual
covenants contained in this Agreement, and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
Parties agree as follows.

1.    The Project.

      1.1   Purpose. The purpose of this Agreement is to set out the basis on
            which the Parties will:

            (a)   agree to handle the referral of prospective pharmaceutical
                  products identified in Appendix A attached hereto, as the same
                  may be amended from time to time by the mutual written
                  agreement of the Parties (the "PRODUCTS") for the CRO in
                  China;

            (b)   agree on a royalty structure with regards to the revenue
                  generated by the manufacture and distribution of the Products
                  in China;


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                  (all such activities being referred to collectively as the
                  "PROJECT").

2.    Project Terms.

      2.1 Preferred Relationship. Except to the extent prohibited by applicable
      law, rules and regulations:

            (a)   Within China, the CRO shall be the exclusive provider of
                  clinical research services to Crowley during the Project Term,
                  pursuant to the specific terms and conditions of a CRO
                  contract to be negotiated by the Parties with diligence and in
                  good faith.

            (b)   Relative to products comparable in nature, Products referred
                  by Crowley will be afforded the highest priority in terms of
                  scheduling by the CRO during the Project Term.

            (c)   The procedures and protocols provided by Crowley to the CRO
                  for conducting clinical hereunder shall not be used by the CRO
                  to conduct any clinical trials in China for any party other
                  than Crowley, except to the extent that Bridgetech can
                  demonstrate by written evidence that specific procedures or
                  protocols are already matters of general knowledge and
                  practice within the healthcare industry.

      By way of illustration and not by way of limitation, it is the expectation
      of Crowley that the CRO will provide clinical pricing to Crowley according
      to the following template:

      Level 1 Clinical trials - (Oral medication, non toxic) = $250/case/month

      Level 2 Clinical trials - ( IV or Injection, moderate toxicity) =
              $500/case/month

      Level 3 Clinical trials - (Viral Therapies, Immune Therapies,
              BioTherapeutics) = $1000/case/month

      Costs for trials extending past 90 days to be negotiated on a case-by-case
      basis.

      2.2 Oversight. For the Products referred to the CRO by Crowley, Crowley
      will have the right to oversee certain processes and procedures, relative
      to work done with the Products, as may be deemed necessary to ensure
      adherence to Crowley's standards. The Parties agree that such processes
      and procedures, and the oversight rights of Crowley with respect thereto,
      shall be agreed upon in writing within 30 days of the Effective Date and
      shall be attached hereto as Appendix B.

      2.3 Royalties. The Parties agree to the following with regards to
      royalties:

      (a)   For Products Crowley refers to the CRO in which Bridgetech has
            distribution rights in China:

            (i) if the Parties agree that the cost of getting the Product
            through the SFDA approval process is to be borne by Crowley, then
            Bridgetech shall


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            pay a royalty to Crowley of 40% of all revenues received by
            Bridgetech on the sale of the Product in China;

            (ii) if the Parties agree that the cost of getting the Product
            through the SFDA approval process is not to be borne by Crowley,
            then Bridgetech shall pay a royalty to Crowley of 15% of all
            revenues received by Bridgetech on the sale of the Product in China;
            and

            (iii) if the Parties are not able to agree on who is to bear the
            cost of getting the Product through the SFDA approval process, then
            the Parties shall bear such cost in equal shares, and Bridgetech
            shall pay a royalty to Crowley of 27.5% of all revenues received by
            Bridgetech on the sale of the Product in China.

      2.4 Financial Reports and Payments. Bridgetech shall account to Crowley
      quarterly, within 30 days of the end of each calendar quarter, by
      providing a statement detailing all information necessary to calculate the
      royalties then due to Crowley, together with the payment of any amounts
      then due. Sales in foreign currencies shall be converted into U.S. dollars
      on the last day of the calendar quarter in which such sales occurred.

      2.5 Records; Audits. Bridgetech shall maintain, and shall cause its
      affiliates, contract manufacturers and other agents to maintain all
      records necessary to comply with all applicable laws relating to the
      manufacture, filling, packaging, storage and shipment of Products.
      Bridgetech shall keep and maintain complete and accurate records and books
      of account in sufficient detail and form so as to enable verification of
      royalties or other amounts due pursuant to this Agreement. Bridgetech
      shall maintain such records and books of account for a period of not less
      than three years following the year to which the records pertain. Upon not
      less than 10 days written notice from Crowley, from time to time
      Bridgetech shall allow Crowley or its agent to inspect and copy such
      records and books of account, during reasonable business hours, on
      reasonable advance notice, but in any not more than once per year. In the
      event of underpayment by Bridgetech, Bridgetech shall promptly pay Crowley
      all amounts underpaid, together with interest due on such underpaid
      amounts at an interest rate equal to the then existing prime lending rate
      as published in The Wall Street Journal, or if less, the maximum interest
      rate permitted under applicable law, from the payment due date until the
      actual date of payment. The cost of such audit shall be borne by Crowley,
      unless such audit reveals a discrepancy of greater than ten percent (10%)
      of the total amount determined to be actually due, in which case
      Bridgetech shall bear such cost.

3.    Term and Termination.

      3.1   Term. Unless earlier terminated in accordance with the terms hereof,
            this Agreement will have an initial term of 10 years (the "PROJECT
            TERM"), at the end of which time the Project Term shall
            automatically be extended for additional consecutive one-year terms
            (all such renewal terms shall be considered part of the "Project
            Term"), unless either Party notifies the other no later than 60 days
            before


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            the end of the then-current Project Term that it does not wish to
            extend the Project Term.

      3.2   Termination Without Cause. If at least one clinical trial has not
            been initiated under this Agreement on or before the first
            anniversary of the Effective Date, then either Party may terminate
            this Agreement, without any further liability or obligation to the
            other Party, by giving the other Party at least 30 days written
            notice of such termination.

      3.3   Termination For Cause. If there occurs a material breach by either
            Party of any representation, warranty, covenant, obligation or other
            provision of this Agreement and such Party fail to cure such breach
            within 30 days after being given written notice thereof by the other
            Party, then the non-breaching Party may, at its option and in
            addition to any other remedies which it may have at law or in
            equity, terminate this Agreement by sending notice of termination in
            writing to the other Party, and such termination shall be effective
            as of the date specified in such notice.

4.    Representations and Warranties.

      4.1   Representations and warranties of the Parties The Parties hereby
            represent and warrant as follows:

            (a)   Status. Bridgetech is a corporation validly existing and in
                  good standing under the laws of the State of Delaware, U.S.A.
                  Bridgetech has all necessary legal power and authority to
                  enter into this Agreement.

            (b)   Status. Crowley is a non-profit corporation duly organized,
                  validly existing and in good standing under the laws of the
                  State of Texas, U.S.A. Crowley has all necessary legal power
                  and authority to enter into this Agreement.

            (c)   Authorization, etc. The execution, delivery and performance by
                  the Parties of this Agreement has been authorized by all
                  necessary action on the part of such entity and its
                  stockholders, as the case may be, and does not and will not

                  (i)   violate the organizational documents of the Parties or
                        any applicable law, or

                  (ii)  contravene, conflict with, or result in a default under
                        any order or judgment of any court or other governmental
                        authority or any agreement to which the Parties may be
                        bound.

            (d)   Enforceability. Its obligations and the obligations of the
                  Parties under this Agreement and any other agreement entered
                  into by such entity in


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                  connection with this Agreement or the Project are and will be
                  the legal, valid, and binding obligation of the Parties,
                  enforceable against such entity in accordance with its terms,
                  subject to applicable bankruptcy, reorganization, insolvency,
                  moratorium, or similar laws affecting creditors' rights
                  generally and subject as to enforceability, to equitable
                  principle of general application regardless of whether
                  enforcement is sought in a proceeding in equity or at law.

            (e)   Litigation. There are no suits, proceedings, judgments,
                  rulings or orders by or before any governmental authority,
                  court or arbitrator or any pending or threatened action or
                  proceeding affecting the Parties before any governmental
                  authority, court or arbitrator that could reasonably be
                  expected to materially and adversely affect the financial
                  condition or operations of the Parties or the ability of the
                  Parties to perform their respective obligations under this
                  Agreement or any other agreement entered into by such entity
                  in connection with this Agreement or the Project, or which
                  purports to affect the legality, validity or enforceability of
                  this Agreement or any other such agreement.

5.    Confidential Information.

      5.1   Definition. For purposes of this Agreement "CONFIDENTIAL
            INFORMATION" means information provided by a Party to this Agreement
            (the "DISCLOSING PARTY") to any other Party to this Agreement (the
            "RESTRICTED PARTY") in connection with the transactions and
            relationships contemplated by the Project, including but not limited
            to:

            (a)   any data or information that is not generally known to the
                  public, including, but not limited to, products, planning
                  information, marketing strategies, plans, finance operations,
                  sales estimates, business plans, and internal performance
                  results relating to the past, present or future business
                  activities of the Disclosing Party and, services and products
                  provided to or obtained from, the terms of related contracts
                  with, and the identities of any other identifying information
                  regarding the customers, clients and suppliers of the
                  Disclosing Party;

            (b)   any scientific or technical information, design, process,
                  procedure, formula, or improvement that is valuable and secret
                  in the sense that it derives economic value from not being
                  generally known to, and not being readily ascertainable by
                  proper means by, other persons who can obtain economic value
                  from its disclosure or use;

            (c)   all confidential or proprietary concepts, documentation,
                  reports, data (including magnetic tapes), specifications, web
                  sites, screen formats, computer software, source code, object
                  code, flow charts, databases, inventions, systems, system
                  security features, system enhancements,


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                  information, know-how, show-how and trade secrets, whether or
                  not patentable or copyrightable;

            (d)   all documents, inventions, substances, engineering and
                  laboratory notebooks, drawings, diagrams, specifications,
                  bills of material, equipment, prototypes and models, and any
                  other tangible manifestation of the foregoing;

            (e)   any other information that a Disclosing Party treats as
                  confidential information provided by an affiliate or other
                  third party; and

            (f)   any information derived from any of the foregoing that is
                  treated as confidential.

      5.2   Obligations. Confidential Information belongs to and shall remain
            the property of the Disclosing Party, who shall retain ownership and
            control of its Confidential Information. All Confidential
            Information disclosed or submitted, either orally or in writing
            (including without limitation by electronic means) or through
            observation, by the Disclosing Party to the Restricted Party
            hereunder shall be received and maintained by the Restricted Party
            in strict confidence, shall not be used for any purpose other than
            the purposes expressly permitted by this Agreement and shall not be
            disclosed to any third party other than the Restricted Party's
            directors, officers, employees, agents, consultants and
            representatives that have a need to know such Confidential
            Information to achieve the purposes of this Agreement, provided that
            such Party shall ensure that it and its recipients to whom
            disclosure is to be made are bound by, and take commercially
            reasonable efforts to ensure compliance with, the confidentiality
            terms hereof. Each Party will promptly notify the other upon
            discovery of any unauthorized use or disclosure of the Confidential
            Information.

      5.3   Authorized Disclosure. Each Party may disclose Confidential
            Information hereunder solely to the extent such disclosure is
            reasonably necessary in connection with submissions to any
            governmental authority in connection with this Agreement or in
            filing or prosecuting patent applications contemplated under this
            Agreement, prosecuting or defending litigation, complying with
            applicable laws or for the purposes expressly permitted by this
            Agreement; provided that in the event of any such disclosure of the
            Disclosing Party's Confidential Information by the Restricted Party,
            the Restricted Party will, except where impracticable, give
            reasonable advance notice to the Disclosing Party of such disclosure
            requirement so that the Disclosing Party may seek a protective order
            and or other appropriate remedy or waive compliance with the
            confidentiality provisions of this Article 5, and will use its
            commercially reasonable efforts to secure confidential treatment of
            such Confidential Information required to be disclosed.


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      5.4   Return of Confidential Information. The Restricted Party shall keep
            Confidential Information belonging to the Disclosing Party in
            appropriately secure locations. Upon the expiration or termination
            of this Agreement, any and all Confidential Information possessed in
            tangible form by a Restricted Party and belonging to the Disclosing
            Party, shall, upon written request, be immediately returned to the
            Disclosing Party (or destroyed if so requested) and not retained by
            the Restricted Party; provided however that a party may retain one
            copy of any Confidential Information in an appropriately secure
            location, which by applicable laws it must retain, for so long as
            such applicable laws require such retention but thereafter shall
            dispose of such retained Confidential Information in accordance with
            applicable laws or this Section.

6.    Press Release and Announcements.

            The Parties that no public release or announcement concerning the
      transactions contemplated hereby shall be issued or made by or on behalf
      of any Party without the prior consent of the other Party, except that
      either Party may, after consultation with counsel, make announcements that
      such Party reasonably may determine are necessary to comply with
      applicable law. Crowley acknowledges and agrees that Bridgetech may be
      required to announce the terms of this Agreement and make publicly
      available this Agreement and that no breach shall be deemed to result
      therefrom. Notwithstanding the foregoing, the Parties cooperate to prepare
      a joint press release to be issued in connection with the execution of
      this Agreement. The Parties further agree that each shall have the right
      to display the others logo on their respective websites.

7.    Indemnification.

      7.1   Indemnification. Each Party (the "INDEMNIFYING PARTY") will defend,
            indemnify, and hold the other Party, it officers, directors,
            shareholders, employees, agents and representatives, and each of its
            and their successors and permitted assigns (the "INDEMNIFIED
            PARTIES"), harmless from and against any and all liabilities,
            judgments, losses, actual damages, costs, and expenses (including
            without limitation reasonable attorneys' and experts' fees) which
            any or all of them may hereafter incur themselves or pay out to
            another by reason of any claim, suit, or proceeding brought by a
            third party, at law or in equity, that arises out of or relates to
            (i) a material breach of any representation, warranty, covenant,
            obligation or other provision of this Agreement by the Indemnifying
            Party, or (ii) any negligence or willful misconduct of the
            Indemnifying Party, except to the extent caused by the gross
            negligence or willful misconduct of an Indemnified Party.

      7.2   Exclusion of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE
            CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL, UNDER ANY
            CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS,
            CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES
            ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
            CONTEMPLATED


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            HEREUNDER, EVEN IF THE PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF
            SUCH DAMAGES.

8.    Miscellaneous.

      8.1   Binding Effect. This Agreement shall be binding on and inure to the
            benefit of the Parties and their respective successors and permitted
            assigns.

      8.2   Assignment. This Agreement shall not be assigned by either Party
            without the prior written consent of the other Party, not to be
            unreasonably delayed or withheld, and any purported such assignment
            without such consent shall be void. For purposes of this Section
            8.2, a merger involving a Party shall be deemed to result in an
            assignment of this Agreement to the surviving entity in the merger,
            regardless of whether the Party is the surviving entity or merging
            entity to such merger.

      8.3   Notices And Other Communications.

            (a)   Each notice, communication and delivery under this Agreement
                  (i) shall be made in writing signed by the Party making the
                  same, (ii) shall specify the Section of this Agreement
                  pursuant to which it is given, (iii) shall be given either in
                  person or by telecopier, effective upon such delivery or the
                  confirmed transmission and (iv) if not given in person, shall
                  be sent to the applicable Party at the address set forth below
                  (or at such other address as the applicable Party may furnish
                  to the other Party pursuant to this subsection) by
                  international courier delivery service, effective upon the
                  second business day after such notice is deposited, delivery
                  charges pre-paid, with such international courier delivery
                  service. Each Party's notice information is as follows:

            BRIDGETECH:       Bridgetech Holdings International, Inc.
                              777 S. Highway 101, Suite 215
                              Solana Beach, California 92075
                              Attn: Thomas C. Kuhn III
                              Phone: 619-342-7440
                              Fax: 619-342-7497

                              With a copy to:

                              Sutherland Asbill & Brennan LLP
                              999 Peachtree Street, NE
                              Atlanta, Georgia 30309
                              Attn: B. Knox Dobbins
                              Phone: 404-853-8053
                              Fax: 404-853-8806


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            CROWLEY:          Mary Crowley Medical Research Center
                              3535 Worth Street
                              Collins Building, Suite 302
                              Dallas, Texas 57246
                              Attn: David Shanahan
                              Phone:  214-220-4303
                              Fax:  214-220-4318

      8.4   Severability. If any term or provision of this Agreement, or the
            application thereof to any person or circumstance, shall to any
            extent be contrary to any applicable law or regulation or otherwise
            invalid or unenforceable, the remainder of this Agreement or the
            application of such term or provision to persons or circumstances
            other than those as to which it is contrary, invalid or
            unenforceable shall not be affected thereby and, to the extent
            consistent with the overall intent of this Agreement taken as a
            whole, shall be enforced to the fullest extent permitted by
            applicable law and regulation.

      8.5   Governing Law. The Project Documents will be governed by the laws of
            Delaware except as specifically provided in such documents, without
            regard to principles of conflict of laws.

      8.6   Independent Contractors. The Parties are independent contractors and
            neither Party shall be deemed to be, nor entitled to the benefits
            of, an employee, joint venturer, or partner of the other Party.
            Neither Party is authorized or empowered to act as agent for, or to
            direct or control the day-to-day activities of the other Party for
            any purpose and shall not on behalf of the other Party enter into
            any contract, warranty, or representation as to any matter.

      8.7   Modification; Waiver. This Agreement may not be modified or amended
            except by a document signed by both Parties hereto. No failure of
            either Party to exercise and no delay in exercising any right or
            remedy in connection with this Agreement will operate as a waiver
            thereof, nor will any single or partial exercise of any right
            preclude any other or further exercise of such right or the exercise
            of any other right hereunder.

      8.8   Entire Agreement. This Agreement constitutes the entire
            understanding of the Parties with respect to the subject matter
            hereof. As of the Effective Date, there are no covenants, promises,
            agreements, warranties, representations, conditions or
            understandings, either oral or written, between the parties other
            than as set forth herein. No subsequent alteration, amendment,
            change or addition to this Agreement shall be binding upon the
            parties hereto unless reduced to writing and signed by the
            respective authorized officers of the Parties. The headings are for
            the convenience of the Parties and have no legal or interpretive
            significance whatsoever.


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      8.9   Additional Actions and Documents. Each of the Parties hereby agrees
            to take or cause to be taken such further actions, to execute,
            acknowledge, deliver and file or cause to be executed, acknowledged,
            delivered and filed such further documents and instruments, and to
            use its best efforts to obtain such consents, as may be necessary or
            as may be reasonably requested in order to fully effectuate the
            purposes, terms and conditions of this Agreement, whether at or
            after the execution of this Agreement.

      8.10  Counterparts. This Agreement may be executed in counterparts, each
            of which shall be deemed an original, but all of which together
            shall constitute one and the same instrument.

                       (Signatures on the following page)


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IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused it to be
executed by their duly authorized officers or agents all as of the day and year
first above written.

                                         BRIDGETECH HOLDINGS
                                         INTERNATIONAL, INC.

                                         By:    /s/ Thomas C. Kuhn III
                                                ----------------------------
                                         Name:  Thomas C. Kuhn III
                                         Title: EVP & CFO

                                         MARY CROWLEY MEDICAL RESEARCH
                                         CENTER

                                         By:    /s/ David Shanahan
                                                ----------------------------
                                         Name:  David Shanahan
                                         Title: President


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