EXHIBIT 10.11

                     PATENT AND TECHNOLOGY LICENSE AGREEMENT

      This twenty-four (24) page AGREEMENT ("AGREEMENT") is made on this 18th
day of October, 2005, by and between THE BOARD OF REGENTS ("BOARD") of THE
UNIVERSITY OF TEXAS SYSTEM ("SYSTEM"), an agency of the State of Texas, whose
address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY
OF TEXAS M. D. ANDERSON CANCER CENTER ("UTMDACC"), a component institution of
SYSTEM, and BRIDGETECH HOLDINGS INTERNATIONAL, INC., a Delaware corporation
having a principal place of business located at 777 South Highway 101, Suite
215, Solana Beach, California 92075 ("LICENSEE").

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
<S>                                                                                     <C>
RECITALS .............................................................................     2
I.     EFFECTIVE DATE.................................................................     2
II.    DEFINITIONS....................................................................     2
III.   LICENSE........................................................................     4
IV.    CONSIDERATION, PAYMENTS AND REPORTS............................................     5
V.     SPONSORED RESEARCH.............................................................    10
VI.    PATENTS AND INVENTIONS.........................................................    10
VII.   INFRINGEMENT BY THIRD PARTIES..................................................    11
VIII.  PATENT MARKING.................................................................    12
IX.    INDEMNIFICATION AND INSURANCE..................................................    12
X.     USE OF BOARD AND UTMDACC'S NAME................................................    13
XI.    CONFIDENTIAL INFORMATION AND PUBLICATION.......................................    14
XII.   ASSIGNMENT.....................................................................    15
XIII.  TERM AND TERMINATION...........................................................    15
XIV.   WARRANTY; SUPERIOR-RIGHTS......................................................    18
XV.    GENERAL........................................................................    19
SIGNATURES............................................................................    23
</TABLE>


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                                    RECITALS

A.    BOARD owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED
      SUBJECT MATTER developed at UTMDACC.

B.    BOARD, through UTMDACC, desires to have the LICENSED SUBJECT MATTER
      developed in the LICENSED FIELD and used for the benefit of LICENSEE,
      BOARD, SYSTEM; UTMDACC, the inventor(s), and the public as outlined in
      BOARD's Intellectual Property Policy.

C.    LICENSEE wishes to obtain a license from BOARD to practice LICENSED
      SUBJECT MATTER.

      NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties agree as follows:

                               I. EFFECTIVE DATE

1.1.  This AGREEMENT is effective as of the date written above ("EFFECTIVE
      DATE"), which is the date fully executed by all parties.

                                 II. DEFINITIONS

      As used in this AGREEMENT, the following terms have the meanings
indicated:

2.1.  AFFILIATE means any business entity more than fifty percent (50%) owned by
      LICENSEE, any business entity which owns more than fifty percent (50%) of
      LICENSEE, or any business entity that is more than fifty percent (50%)
      owned by a business entity that owns more than fifty percent (50%) of
      LICENSEE.

2.2.  LICENSED FIELD means the field of human diagnostics.

2.3.  LICENSED PRODUCTS means any product or service sold by LICENSEE comprising
      LICENSED SUBJECT MATTER pursuant to this AGREEMENT.


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2.4.  LICENSED SUBJECT MATTER means inventions and discoveries covered by PATENT
      RIGHTS or TECHNOLOGY RIGHTS within LICENSED FIELD.

2.5.  LICENSED TERRITORY means worldwide.

2.6.  NET SALES means the gross revenues received by LICENSEE and its
      sublicensees from a SALE less sales discounts actually granted, sales
      and/or use taxes actually paid, import and/or export duties actually paid,
      outbound transportation actually prepaid or allowed, and amounts actually
      allowed or credited due to returns (not exceeding the original billing or
      invoice amount), all as recorded by LICENSEE in LICENSEE's official books
      and records in accordance with generally accepted accounting practices and
      consistent with LICENSEE's published financial statements and/or
      regulatory filings with the United States Securities and Exchange
      Commission.

2.7.  PATENT RIGHTS means BOARD's rights in information or discoveries described
      in invention disclosures, or claimed in any patents, and/or patent
      applications, whether domestic or foreign, and all divisionals,
      continuations, continuations-in-part, reissues, reexaminations or
      extensions thereof, and any letters patent that issue thereon as defined
      in Exhibit I attached hereto.

2.8.  SALE OR SOLD means the transfer or disposition of a LICENSED PRODUCT for
      value to a party other than LICENSEE or AFFILIATE.

2.9.  TECHNOLOGY RIGHTS means BOARD's rights in any technical information,
      know-how, processes, procedures, compositions, devices, methods, formulae,
      protocols, techniques, software, designs, drawings or data created by the
      inventor(s) listed in Exhibit I at UTMDACC before the EFFECTIVE DATE,
      which are not claimed in PATENT RIGHTS but that are necessary for
      practicing PATENT RIGHTS.


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                                  III. LICENSE

3.1.  BOARD, through UTMDACC, hereby grants to LICENSEE a royalty-bearing,
      exclusive license under LICENSED SUBJECT MATTER to manufacture, have
      manufactured, use, import, offer to sell and/or sell LICENSED PRODUCTS
      within LICENSED TERRITORY for use within LICENSED FIELD. This grant is
      subject to Sections 14.2 and 14.3 hereinbelow, the payment by LICENSEE to
      UTMDACC of all consideration as provided herein, the timely payment of all
      amounts due under any related sponsored research agreement between UTMDACC
      and LICENSEE in effect during this AGREEMENT, and is further subject to
      the following rights retained by BOARD and UTMDACC to:

      (a)   Publish the general scientific findings from research related to
            LICENSED SUBJECT MATTER, subject to the terms of Article
            XI--Confidential Information and Publication; and

      (b)   Use LICENSED SUBJECT MATTER for research, teaching, patient care,
            and other educationally-related purposes.

3.2.  LICENSEE may extend the license granted herein to any AFFILIATE provided
      that the AFFILIATE consents in writing to be bound by this AGREEMENT to
      the same extent as LICENSEE. LICENSEE agrees to deliver such contract to
      UTMDACC within thirty (30) calendar days following execution thereof.

3.3.  LICENSEE may grant sublicenses under LICENSED SUBJECT MATTER consistent
      with the terms of this AGREEMENT provided that LICENSEE is responsible for
      its sublicenses relevant to this AGREEMENT, and for diligently collecting
      all amounts due LICENSEE from sublicensees. If a sublicense pursuant
      hereto becomes bankrupt, insolvent or is placed in the hands of a receiver
      or trustee, LICENSEE, to the extent


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<PAGE>
      allowed under applicable law and in a timely manner, agrees to use its
      best reasonable efforts to collect all consideration owed to LICENSEE and
      to have the sublicense agreement confirmed or rejected by a court of
      proper jurisdiction.

3.4.  LICENSEE must deliver to UTMDACC a true and correct copy of each
      sublicense granted by LICENSEE, and any modification or termination
      thereof, within thirty (30) calendar days after execution, modification,
      or termination.

3.5.  If this AGREEMENT is terminated pursuant to Article XIII-Term and
      Termination, BOARD and UTMDACC agree to accept as successors to LICENSEE,
      existing sublicensees in good standing at the date of termination provided
      that each such sublicensee consents in writing to be bound by all of the
      terms and conditions of this AGREEMENT.

                    IV. CONSIDERATION, PAYMENTS AND REPORTS

4.1.  In consideration of rights granted by BOARD to LICENSEE under this
      AGREEMENT, LICENSEE agrees to pay UTMDACC the following:

      (a)   All out-of-pocket expenses incurred by UTMDACC in filing,
            prosecuting, enforcing and maintaining PATENT RIGHTS, and all such
            future expenses incurred by UTMDACC, for so long as, and in such
            countries as this AGREEMENT remains in effect. UTMDACC will invoice
            LICENSEE within thirty (30) calendar days of the EFFECTIVE DATE for
            expenses incurred as of that time and on a quarterly basis
            thereafter. The invoiced amounts will be due and payable by LICENSEE
            within thirty (30) calendar days of invoice; and

      (b)   A nonrefundable license documentation fee in the amount of
            $50,000.00. This fee will not reduce the amount of any other payment
            provided for in this ARTICLE IV, and is due and payable within
            thirty (30) calendar days after the


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            AGREEMENT has been fully executed by all parties and LICENSEE has
            received an invoice for the amount from UTMDACC; and

      (c)   The following milestone fees, annual maintenance fees, and minimum
            annual royalties:

            Milestone Fees due and payable, regardless of whether LICENSEE or a
            sublicensee achieves each milestone:

            (i)   $50,000.00 upon U.S. FDA approval (or other U.S. regulatory
                  approval) of a LICENSED PRODUCT for human diagnostic use; and

            (ii)  $70,000.00 upon regulatory approval of a LICENSED PRODUCT for
                  human diagnostic use in any country other than the United
                  States; and

            Annual Maintenance Fees and Minimum Royalties due and payable as
            follows:

            (i)   $50,000.00 for the first annual maintenance fee, due and
                  payable within thirty (30) calendar days of the first
                  anniversary of the EFFECTIVE DATE. This fee will not reduce
                  the amount of any other payment provided in this AGREEMENT;
                  and

            (ii)  $75,000.00 for the second annual maintenance fee, due and
                  payable within thirty (30) calendar days of the second
                  anniversary of the EFFECTIVE DATE. This fee will not reduce
                  the amount of any other payment provided in this AGREEMENT;
                  and

            (iii) $90,000.00 for the third annual maintenance fee, due and
                  payable within thirty (30) calendar days of the third
                  anniversary of the EFFECTIVE DATE. This fee will not reduce
                  the amount of any other payment provided in this AGREEMENT;
                  and


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            (iv)  Minimum annual royalties of $100,000.00, due and payable
                  quarterly as provided in Section 4.2 beginning upon the first
                  SALE of a LICENSED PRODUCT; and

      (d)   A running royalty equal to five percent (5%) of NET SALES, due and
            payable quarterly as provided in Section 4.2 by LICENSEE to UTMDACC,
            regardless of whether LICENSEE or a sublicensee makes a SALE; and

      (e)   Thirty percent (30%) of all consideration, other than research and
            development money and royalties for NET SALES, received by LICENSEE
            from any sublicense, including, but not limited to, up-front
            payments, marketing, distribution, franchise, option, license, or
            documentation fees, bonus and milestone payments and equity
            securities.

      (f)   In case of the sale of all of LICENSEE's assets to a third patty,
            this AGREEMENT may be assigned in accordance with the provisions of
            Section 12.1 subject to the payment to UTMDACC of $100,000.00
            license documentation fee prior to the assignment. This fee shall be
            in addition to and shall not replace the license documentation fee
            above. In the event this AGREEMENT is assigned to a third party in
            accordance with the provisions of Section 12.1 in connection with
            any transaction other than sale of all of LICENSEE's assets to a
            third party, thirty percent (30%) of all consideration received from
            the transfer of rights under this AGREEMENT shall be payable to
            UTMDACC (in consideration for UTMDACC allowing the assignment),
            including but not limited to, royalties, up-front payments,
            marketing, distribution, franchise, option, license, or
            documentation fees, bonus and milestone payments and equity
            securities.


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<PAGE>

4.2.  Unless otherwise provided, all such payments are payable within thirty
      (30) calendar days after March 31, June 30, September 30, and December 31
      of each year during the term of this AGREEMENT, at which time LICENSEE
      will also deliver to UTMDACC a true and accurate report, giving such
      particulars of the business conducted by LICENSEE and its sub licensees,
      if any exist, during the preceding three calendar months under this
      AGREEMENT as necessary for UTMDACC to account for LICENSEE's payments
      hereunder. This report will include pertinent data, including, but not
      limited to:

      (a)   the accounting methodologies used to account for and calculate the
            items included in the report and any differences in such accounting
            methodologies used by LICENSEE since the previous report; and

      (b)   a list of LICENSED PRODUCTS produced for the three (3) preceding
            calendar months categorized by the technology it relates to under
            PATENT RIGHTS; and

      (c)   the total quantities of LICENSED PRODUCTS produced by the category
            listed in Section 4.2(b); and

      (d)   the total SALES by the category listed in Section 4.2(b); and

      (e)   the calculation of NET SALES by the category listed in Section
            4.2(b); and

      (f)   the royalties so computed and due UTMDACC by the category listed in
            Section 4.2(b) and/or minimum royalties; and

      (g)   all consideration received from each sub licensee or assignee and
            payments due UTMDACC; and

      (h)   all other amounts due UTMDACC herein.


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<PAGE>
Simultaneously with the delivery of each such report, LICENSEE agrees to pay
UTMDACC the amount due, if any, for the period of such report. These reports are
required even if no payments are due.

4.3.  During the term of this AGREEMENT and for one (1) year thereafter,
      LICENSEE agrees to keep complete and accurate records of its and its
      sub licensees' SALES and NET SALES in sufficient detail to enable the
      royalties and other payments due hereunder to be determined. LICENSEE
      agrees to permit UTMDACC or its representatives, at UTMDACC's expense, to
      periodically examine LICENSEE's books, ledgers, and records during regular
      business hours for the purpose of and to the extent necessary to verify
      any report required under this AGREEMENT. If any amounts due UTMDACC are
      determined to have been underpaid in an amount equal to or greater than
      five percent (5%) of the total amount due during the period so examined,
      then LICENSEE will pay the cost of the examination plus accrued interest
      at the highest allowable rate.

4.4.  Within thirty (30) calendar days following each anniversary of the
      EFFECTIVE DATE, LICENSEE will deliver to UTMDACC, a written progress
      report as to LICENSEE's (and any sublicensee's) efforts and
      accomplishments during the preceding year in diligently commercializing
      LICENSED SUBJECT MATTER in the LICENSED TERRITORY and LICENSEE's (and
      sublicensees') commercialization plans for the upcoming year.

4.5.  All amounts payable hereunder by LICENSEE will be paid in United States
      funds without deductions for taxes, assessments, fees, or charges of any
      kind. Checks are to be made payable to The University of Texas M. D.
      Anderson Cancer Center, and sent by United States mail to Box 297402,
      Houston, Texas 77297, Attention: Manager, Sponsored Programs or by wire
      transfer to:


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JPMorgan Chase Bank, N.A.
910 Travis
Houston, Texas 77002
SWIFT: CHASUS33 (for international wires only)
ABA ROUTING NO: 021000021
ACCOUNT NAME: Univ. of Texas M. D. Anderson Cancer Center
ACCOUNT NO.: 1586838979
REFERENCE: include title and EFFECTIVE DATE of AGREEMENT and type of payment
(e.g., license documentation fee, milestone payment, royalty [including
applicable patent application identified by MDA reference number and patent
number or application serial number], or maintenance fee, etc.).

4.6.  No payments due or royalty rates owed under this AGREEMENT will be reduced
      as the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and
      another party, including, but not limited to, LICENSEE.

                             V. SPONSORED RESEARCH

5.1.  If LICENSEE desires to sponsor research for or related to the LICENSED
      SUBJECT MATTER, and particularly where LICENSEE receives payments for
      sponsored research pursuant to a sublicense under this AGREEMENT, LICENSEE
      (a) will notify UTMDACC in writing of all opportunities to conduct this
      sponsored research (including clinical trials, if applicable), (b) will
      solicit research and/or clinical proposals from UTMDACC for this purpose,
      and (c) will give good faith consideration to funding the proposals at
      UTMDACC.

                           VI. PATENTS AND INVENTIONS

6.1.  If after consultation with LICENSEE both parties agree that a new patent
      application should be filed for LICENSED SUBJECT MATTER, UTMDACC will
      prepare and file appropriate patent applications, and LICENSEE will pay
      the cost of searching, preparing, filing, prosecuting and maintaining
      same. If LICENSEE notifies UTMDACC that it does not intend to pay the cost
      of an application, or if LICENSEE does not respond or make an


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      effort to agree with UTMDACC on the disposition of rights of the subject
      invention, then UTMDACC may file such application at its own expense and
      LICENSEE's rights to such invention under this AGREEMENT shall terminate
      in their entirety. UTMDACC will provide LICENSEE with a copy of the
      application for which LICENSEE has paid the cost of filing, as well as
      copies of any documents received or filed during prosecution thereof. The
      parties agree that they share a common legal interest to get valid
      enforceable patents and that LICENSEE will keep all privileged information
      received pursuant to this Section confidential.

                       VII. INFRINGEMENT BY THIRD PARTIES

7.1.  LICENSEE, at its expense, must enforce any patent exclusively licensed
      hereunder against infringement in the LICENSED FIELD by third parties and
      is entitled to retain recovery from such enforcement. After reimbursement
      of LICENSEE's reasonable legal costs and expenses related to such
      recovery, LICENSEE agrees to pay UTMDACC either: (a) the royalty detailed
      in Section 4.1(d) for any monetary recovery that is for sales of LICENSED
      PRODUCTS lost due to the infringement and related punitive damages; or (b)
      fifty percent (50%) of reasonable royalties awarded and related punitive
      damages in any recovery in which the award is for reasonable royalties.
      LICENSEE must notify UTMDACC in writing of any potential infringement
      within thirty (30) calendar days of knowledge thereof. If LICENSEE does
      not file suit against a substantial infringer in the LICENSED FIELD within
      six (6) months of knowledge thereof then BOARD or UTMDACC may, at its sole
      discretion, enforce any patent licensed hereunder on behalf of itself and
      LICENSEE, with UTMDACC retaining all recoveries from such enforcement,
      and/or reduce the license granted hereunder to non-exclusive.


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7.2.  In any suit or dispute involving an infringer, the parties agree to
      cooperate fully with each other. At the request and expense of the party
      bringing suit, the other party will permit access during regular business
      hours, to all relevant personnel, records, papers, information, samples,
      specimens, and the like in its possession.

                              VIII. PATENT MARKING

8.1.  LICENSEE agrees that all packaging containing individual LICENSED
      PRODUCT(S), documentation therefor, and when possible for actual LICENSED
      PRODUCT(S) sold by LICENSEE, AFFILIATES, and/or sublicensees of LICENSEE
      will be permanently and legibly marked with the number of any applicable
      patent(s) licensed hereunder in accordance with each country's patent
      laws, including Title 35, United States Code.

                       IX. INDEMNIFICATION AND INSURANCE

9.1.  LICENSEE agrees to hold harmless and indemnify BOARD, SYSTEM, UTMDACC, its
      Regents, officers, employees, students and agents from and against any
      claims, demands, or causes of action whatsoever, costs of suit and
      reasonable attorney's fees, including without limitation, those costs
      arising on account of any injury or death of persons or damage to property
      caused by, or arising out of, or resulting from, the exercise or practice
      of the rights granted hereunder by LICENSEE, its officers, its AFFILIATES
      or their officers, employees, agents or representatives.

9.2.  In no event shall BOARD, SYSTEM or UTMDACC be liable for any indirect,
      special, consequential or punitive damages (including, without limitation,
      damages for loss of profits or expected savings or other economic losses,
      or for injury to persons or property) arising out of, or in connection
      with, this AGREEMENT or its subject matter, regardless of whether BOARD,
      SYSTEM or UTMDACC knows or should how of the possibility of such damages.


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9.3.  Beginning at the time when any LICENSED SUBJECT MATTER is being
      distributed or sold (including for the purpose of obtaining regulatory
      approvals) by LICENSEE or by a sublicensee, LICENSEE shall, at its sole
      cost and expense, procure and maintain commercial general liability
      insurance in amounts not less than $2,000,000 per incident and $2,000,000
      annual aggregate, and LICENSEE shall use reasonable efforts to have the
      BOARD, SYSTEM, UTMDACC, its Regents, officers, employees, students and
      agents named as additional insureds. Such commercial general liability
      insurance shall provide: (i) product liability coverage; (ii) broad form
      contractual liability coverage for LICENSEE's indemnification under this
      AGREEMENT; and (iii) coverage for litigation costs. The minimum amounts of
      insurance coverage required herein shall not be construed to create a
      limit of LICENSEE's liability with respect to its indemnification under
      this AGREEMENT.

9.4.  LICENSEE shall provide UTMDACC with written evidence of such insurance
      within thirty (30) days of its procurement. Additionally, LICENSEE shall
      provide UTMDACC with written notice of at least fifteen (15) days prior to
      the cancellation, non-renewal or material change in such insurance.

9.5.  LICENSEE shall maintain such commercial general liability insurance beyond
      the expiration or termination of this AGREEMENT during: (i) the period
      that any LICENSED SUBJECT MATTER developed pursuant to this AGREEMENT is
      being commercially distributed or sold by LICENSEE or by a sublicensee or
      agent of LICENSEE; and (ii) the five (5) year period immediately after
      such period.

                       X. USE OF BOARD AND UTMDACC'S NAME

10.1. LICENSEE will not use the name of (or the name of any employee of)
      UTMDACC, SYSTEM or BOARD in any advertising, promotional or sales
      literature, on its Web site,


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      or for the purpose of raising capital without the advance express written
      consent of BOARD secured through:

      The University of Texas
      M. D. Anderson Cancer Center
      Legal Services, Unit 0537
      P.O. Box 301439
      Houston, TX 77230-1439
      ATTENTION:  Natalie Wright
      Email:  nwright@mdanderson.org

      Notwithstanding the above, LICENSEE may use the name of (or name of
      employee of) UTMDACC, SYSTEM or BOARD in routine business correspondence,
      or as needed in appropriate regulatory submissions without express written
      consent.

                  XI. CONFIDENTIAL INFORMATION AND PUBLICATION

11.1. UTMDACC and LICENSEE each agree that all information contained in
      documents marked "confidential" and forwarded to one by the other (i) are
      to be received in strict confidence, (ii) are to be used only for the
      purposes of this AGREEMENT, and (iii) will not be disclosed by the
      recipient party (except as required by law or court order), its agents or
      employees without the prior written consent of the other party, except to
      the extent that the recipient party can establish by competent written
      proof that such information:

      (a)   was in the public domain at the time of disclosure; or

      (b)   later became part of the public domain through no act or omission of
            the recipient party, its employees, agents, successors or assigns;
            or

      (c)   was lawfully disclosed to the recipient party by a third party
            having the right to disclose it; or

      (d)   was already known by the recipient party at the time of disclosure;
            or


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      (e)   was independently developed by the recipient party without use of
            the other party's confidential information; or

      (f)   is required by law or regulation to be disclosed.

11.2. Each party's obligation of confidence hereunder will be fulfilled by using
      at least the same degree of care with the other party's confidential
      information as it uses to protect its own confidential information, but
      always at least a reasonable degree of care. This obligation will exist
      while this AGREEMENT is in force and for a period of three (3) years
      thereafter.

11.3. UTMDACC reserves the right to publish the general scientific findings from
      research related to LICENSED SUBJECT MATTER, with due regard to the
      protection of LICENSEE's confidential information. UTMDACC will submit the
      manuscript of any proposed publication to LICENSEE at least thirty (30)
      calendar days before publication, and LICENSEE shall have the right to
      review and comment upon the publication in order to protect LICENSEE's
      confidential information. Upon LICENSEE's request, publication may be
      delayed up to sixty (60) additional calendar days to enable LICENSEE to
      secure adequate intellectual property protection of LICENSEE'S
      confidential information that would otherwise be affected by the
      publication.

                                XII. ASSIGNMENT

12.1. Except in connection with the sale of all of LICENSEE'S assets to a third
      party, this AGREEMENT may not be assigned by LICENSEE without the prior
      written consent of UTMDACC, which will not be unreasonably withheld.

                           XIII. TERM AND TERMINATION

13.1. Subject to Sections 13.3, 13.4 hereinbelow, the term of this AGREEMENT is
      from the EFFECTIVE DATE to the full end of the term or terms for which
      PATENT RIGHTS


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      have not expired, or if only TECHNOLOGY RIGHTS are licensed and no PATENT
      RIGHTS are applicable, for a term of fifteen (15) years.

13.2. Any time after three (3) years from the EFFECTIVE DATE, BOARD or UTMDACC
      have the right to terminate this license in any national political
      jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety (90)
      calendar days after receiving written notice from UTMDACC of the intended
      termination, fails to provide written evidence satisfactory to UTMDACC
      that LICENSEE or its sublicensee(s) has made a SALE of a LICENSED PRODUCT.

13.3. Subject to any rights herein which survive termination, this AGREEMENT
      will earlier terminate in its entirety:

      (a)   automatically, if LICENSEE becomes bankrupt or insolvent and/or if
            the business of LICENSEE shall be placed in the hands of a receiver,
            assignee, or trustee, whether by voluntary act of LICENSEE or
            otherwise; or

      (b)   upon thirty (30) calendar days written notice from UTMDACC, if
            LICENSEE breaches or defaults on the payment or report obligations
            of ARTICLE IV, or use of name obligations of ARTICLE X, unless,
            before the end of the such thirty (30)-calendar day notice period,
            LICENSEE has cured the default or breach to UTMDACC's satisfaction,
            and so notifies UTMDACC, stating the manner of the cure; or

      (c)   upon ninety (90) calendar days written notice from UTMDACC if
            LICENSEE breaches or defaults on any other obligation under this
            AGREEMENT, unless, before the end of the such ninety (90)
            calendar-day notice period, LICENSEE has


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<PAGE>
            cured the default or breach to UTMDACC's satisfaction and so
            notifies UTMDACC, stating the manner of the cure; or

      (d)   at any time by mutual written agreement between LICENSEE and UTMDACC
            upon one hundred eighty (180) calendar days written notice to all
            parties and subject to any terms herein which survive termination;
            or

      (e)   if Section 13.2 is invoked; or

      (f)   if LICENSEE has defaulted or been late on its payment obligations
            pursuant to the terms of this AGREEMENT on any two (2) occasions in
            a twelve (12) month period.

13.4. Upon termination of this AGREEMENT:

      (a)   nothing herein will be construed to release either party of any
            obligation maturing prior to the effective date of the termination;
            and

      (b)   LICENSEE covenants and agrees to be bound by the provisions of
            Articles IX (Indemnification and Insurance), X (Use of Board and
            UTMDACC's Name) and XI (Confidential Information and Publication) of
            this AGREEMENT; and

      (c)   LICENSEE may, after the effective date of the termination, sell all
            LICENSED PRODUCTS and parts therefor that it has on hand at the date
            of termination, if LICENSEE pays the earned royalty thereon and any
            other amounts due pursuant to Article IV of this AGREEMENT; and

      (d)   Subject to Section 13.4(c), LICENSEE agrees to cease and desist any
            use and all SALE of the LICENSED SUBJECT MATTER and LICENSED
            PRODUCTS upon termination of this AGREEMENT; and


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      (e)   LICENSEE grants to BOARD and UTMDACC a nonexclusive royalty bearing
            license with the right to sublicense others with respect to
            improvements made by LICENSEE (including improvements licensed by
            LICENSEE from third parties) in the LICENSED SUBJECT MATTER.
            LICENSEE and UTMDACC agree to negotiate in good faith the royalty
            rate for the nonexclusive license. BOARD's and UTMDACC's right to
            sublicense others hereunder is solely for the purpose of permitting
            others to develop and commercialize the entire technology package.

                         XIV. WARRANTY; SUPERIOR-RIGHTS

14.1. Except for the rights, if any, of the Government of the United States of
      America as set forth below, BOARD represents and warrants its belief that
      (a) it is the owner of the entire right, title, and interest in and to
      LICENSED SUBJECT MATTER, (b) it has the sole right to grant licenses
      thereunder, and (c) it has not knowingly granted licenses thereunder to
      any other entity that would restrict rights granted hereunder except as
      stated herein.

14.2. LICENSEE understands that the LICENSED SUBJECT MATTER may have been
      developed under a funding agreement with the Government of the United
      States of America and, if so, that the Government may have certain rights
      relative thereto. This AGREEMENT is explicitly made subject to the
      Government's rights under any such agreement and any applicable law or
      regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent
      that there is a conflict between any such agreement, applicable law or
      regulation and this AGREEMENT, the terms of such Government agreement,
      applicable law or regulation shall prevail. LICENSEE agrees that LICENSED
      PRODUCTS used or SOLD in the United States will be manufactured


                                       18
<PAGE>
      substantially in the United States, unless a written waiver is obtained in
      advance from the GOVERNMENT.

14.3. LICENSEE understands and agrees that BOARD and UTMDACC, by this AGREEMENT,
      make no representation as to the operability or fitness for any use,
      safety, efficacy, approvability by regulatory authorities, time and cost
      of development, patentability, and/or breadth of the LICENSED SUBJECT
      MATTER BOARD and UTMDACC, by this AGREEMENT, also make no representation
      as to whether any patent covered by PATENT RIGHTS is valid or as to
      whether there are any patents now held, or which will be held, by others
      or by BOARD or UTMDACC in the LICENSED FIELD, nor do BOARD and UTMDACC
      make any representation that the inventions contained in PATENT RIGHTS do
      not infringe any other patents now held or that will be held by others or
      by BOARD.

14.4. LICENSEE by execution hereof, acknowledges, covenants and agrees that
      LICENSEE has not been induced in any way by BOARD, SYSTEM, UTMDACC or
      employees thereof to enter into this AGREEMENT, and further warrants and
      represents that (a) LICENSEE has conducted sufficient due diligence with
      respect to all items and issues pertaining to this AGREEMENT; and (b)
      LICENSEE has adequate knowledge and expertise, or has used knowledgeable
      and expert consultants, to adequately conduct such due diligence, and
      agrees to accept all risks inherent herein.

                                  XV. GENERAL

15.1. This AGREEMENT constitutes the entire and only agreement between the
      parties for LICENSED SUBJECT MATTER and all other prior negotiations,
      representations, agreements and understandings are superseded hereby. No
      agreements altering or


                                       19
<PAGE>
      supplementing the terms hereof will be made except by a written document
      signed by both parties.

15.2. Any notice required by this AGREEMENT must be given by prepaid, first
      class, certified mail, return receipt requested, and addressed in the case
      of UTMDACC to:

      The University of Texas M. D. Anderson Cancer Center
      Office of Technology Commercialization
      7515 S. Main, Suite 490, Unit 0510
      Houston, Texas 77030
      ATTENTION:      Christopher C. Capelli, M.D.
                      Vice President, Technology Transfer

      with copy to BOARD:

      BOARD OF REGENTS
      The University of Texas System
      201 West Seventh Street
      Austin, Texas 78701
      ATTENTION:      Office of General Counsel

      or in the case of LICENSEE to:

      Bridgetech Holdings International, Inc.
      777 South Highway 101, Suite 215
      Solana Beach, CA 92075
      ATTENTION:      Thomas Kuhn

      or other addresses as may be given from time to time under the terms of
      this notice provision.

15.3. LICENSEE must comply with all applicable federal, state and local laws and
      regulations in connection with its activities pursuant to this AGREEMENT.

15.4. This AGREEMENT will be construed and enforced in accordance with the laws
      of the United States of America and of the State of Texas, without regard
      to its conflict of law provisions. The Texas State Courts of Harris
      County, Texas (or, if there is exclusive federal jurisdiction, the United
      States District Court for the Southern District of Texas)


                                       20
<PAGE>
      shall have exclusive jurisdiction and venue over any dispute arising out
      of this AGREEMENT, and LICENSEE consents to the jurisdiction of such
      courts; however, nothing herein shall be deemed as a waiver by BOARD,
      SYSTEM or UTMDACC of its sovereign immunity.

15.5. Any dispute or controversy arising out of or relating to this AGREEMENT,
      its construction or its actual or alleged breach will be decided by
      mediation. If the mediation does not result in a resolution of such
      dispute or controversy, it will be finally decided by an appropriate
      method of alternate dispute resolution, including without limitation,
      arbitration, conducted in the city of Houston, Harris County, Texas, in
      accordance with the applicable, then-current procedures of the American
      Arbitration Association. The arbitration panel will include members
      knowledgeable in the evaluation of the LICENSED SUBJECT MATTER. Judgment
      upon the award rendered may be entered in the highest court or forum
      having jurisdiction, state or federal. The provisions of this Section 15.5
      will not apply to decisions on the validity of patent claims or to any
      dispute or controversy as to which any treaty or law prohibits such
      arbitration. The decision of the arbitration must be sanctioned by a court
      of law having jurisdiction to be binding upon and enforceable by the
      parties.

15.6. Failure of BOARD or UTMDACC to enforce a right under this AGREEMENT will
      not act as a waiver of right or the ability to later assert that right
      relative to the particular situation involved.

15.7. Headings included herein are for convenience only and will not be used to
      construe this AGREEMENT.


                                       21
<PAGE>
15.8. If any part of this AGREEMENT is for any reason found to be unenforceable,
      all other parts nevertheless will remain enforceable.


                                       22
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this AGREEMENT.

BOARD OF REGENTS OF THE                    BRIDGETECH HOLDINGS
UNIVERSITY OF TEXAS SYSTEM                 INTERNATIONAL, INC.

By /s/ John Mendelsohn, M.D.               By  /s/ Thomas C. Kuhn III
   ---------------------------------           --------------------------------
        John Mendelsohn, M.D.                  Name: Thomas C. Kuhn III
        President                              Title: EVP & CFO
        The University of Texas
        M.D. Anderson Cancer Center
Date:   10/10/05                           Date: 9/29/05

THE UNIVERSITY OF TEXAS
M.D. ANDERSON CANCER CENTER

By /s/ Leon Leach
   ---------------------------------
        Leon Leach
        Executive Vice President
        The University of Texas
        M.D. Anderson Cancer Center
Date:   10/17/05

Approved as to Content:

By /s/ Christopher C. Capelli, M.D.
   -----------------------------------------
        Christopher C. Capelli, M.D.
        Vice President, Technology Transfer
        M.D. Anderson Cancer Center
Date:   10-6-05


                                       23
<PAGE>
                                    EXHIBIT I

MDA97-041 Synthetic Peptides from Human Papilloma virus (HPV) as Markers of
Protective Immunity and as Reagents for Immunotherapy and Prophylaxis of
HPV-Associated Cervical Cancer. Inventors: Jagannadha K. Sastry, Ph.D.,
Guillermo Tortolero-Luna, M.D., Ph.D., Michele F. Mitchell, M.D.


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