Secured Note Payable in the principal amount of $400,000 issued by the Company on February 11, 2008 in favor of Carrie Yuen

$400,000

February 11, 2008

FOR VALUE RECEIVED, BRIDGETECH HOLDINGS INTERNATIONAL, INC. (the "Borrower" or the “Company”) hereby promises to pay to the order of Carrie Yuen (the “Lender”), on or before May 11, 2008 (the “Due Date”), the principal sum of four hundred thousand dollars ($400, 000) plus interest of 8% from the date above.

1.           Payment/Conversion Terms.    Principal and Interest.  All unpaid principal and accrued interest shall be due and payable not later than the Due Date.

2.           Adjustment to Terms.   This Note and each of the provisions of this Note shall, at the option of the Lender in writing, adjust to those offered others in the upcoming bridge financing.

3.           Events of Default.  The entire unpaid principal amount of this Note, together with all accrued interest thereon, shall, at the option of the Lender, forthwith become due and payable, without notice or demand of any kind, all of which are hereby expressly waived, upon the occurrence of any of the following events:

(a)           if there is a default in the payment of the principal of and/or interest on the Note in accordance with the terms hereof or in the due observance or performance of any of the conditions, covenants or agreements contained herein;

(b)           if the Company shall admit in writing its inability to pay its debts generally as they become due;

(c)           if the Company shall become insolvent, or shall be adjudicated bankrupt;

(d)           if bankruptcy, insolvency, arrangement, debt adjustment, or receivership proceedings, in which the Company is alleged to be insolvent or unable to pay its debts as they mature, shall be instituted by or against the Company; or if such pro­ceedings shall not be dismissed within 30 days after their institution or within such additional period of time as the Company shall reasonably request, provided the Company is diligently and in good faith prosecuting such dismissal;

(e)           if the Company shall make an assignment for the benefit of creditors;

(f)           if there is a material and adverse change in the Company's financial position or business and affairs;

3.           Remedies.  In case any one or more of the events specified in Section 2  hereof shall have occurred and be continuing for more than 30 days from written notice of Lender then the Lender may proceed to protect and enforce its rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or the Company may proceed to enforce the payment of all sums due upon this Note or to enforce any other legal or equitable right of the Company.

4.           Payment of Costs and Expenses.  The Borrower shall pay all costs and expenses (including, without limitation, reasonable attorneys' fees) incurred by the Lender in order to collect the amounts due hereunder or to protect its interests hereunder.

5.           Waiver of Presentment and Notice of Dishonor.  The Borrower and all others who may at any time be liable hereon in any capacity, jointly and severally, waive any requirement of presentment, demand for payment, protest, notice of dishonor, notice of acceleration, notice of protest, or further notice or demand of any kind.

6.           Notices.  All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by overnight courier, facsimile transmission or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee to the addressor listing all parties:

(a)

If to the Company, to:

Bridgetech Holdings International, Inc

402 W. Broadway, 26th Floor

San Diego, CA 92101

Fax: 619 ###-###-####

Attn:  Michael Chermak

(b)

If to the Lender:

Carrie Yuen

B1, Laconia Cove

5 Silver Star Path, Silverstrand

Clear Water Bay Road

Kowloon

Hong Kong

All such notices and communications shall be deemed to have been given in the case of (a) personal delivery on the date of such delivery, (b) overnight courier on the day following delivery to such courier and (c) mailing on the third day after the posting thereof.

7.           Governing Law.  This Note shall be governed by and construed in accordance with the laws of California.

8.           Binding Effect; Successor and Assigns.  This Note shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, provided that the Borrower may not sell or assign or transfer any of its interest hereunder without the prior written consent of the Lender, its successors or assigns.

9.           Severability.  If any term, condition, or provision of this Note shall be held to be invalid, illegal or unenforceable in any respect, then in such event the remainder of this Note shall not be affected thereby and it shall remain in full force and effect except with respect to such term, condition, or provision.

 

 

10.           Amendments; No Waiver.  Failure of the Lender to insist upon the strict performance of any term, provision or covenant of this Note, or to exercise any option or election conferred, shall not be deemed to be a waiver or relinquishment of any future breach of any such term, covenant, condition, election or option.  No provision of this Note may be waived, modified or discharged orally, by course of dealing or otherwise, without writing signed by the party to be charged with such waiver, modification or discharge.

Security Position. Borrower shall secure this note with 51% of the equity of Bridgetech Asia Limited, a BVI company. Such security shall be evidenced by the filing of a UCC notice with the State of California. Such security shall supersede any other claims regarding ownership of Bridgetech Asia Limited.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and delivered by its agent thereunto duly authorized, as of the date first written above.

BRIDGETECH HOLDINGS INTERNATIONAL, INC.
By:
Name:  Michael Chermak
Title:    Chairman and Chief Executive Officer