STRATEGIC PARTNERSHIP AGREEMENT

STRATEGIC PARTNERSHIP AGREEMENT

THIS STRATEGIC PARTNERSHIP AGREEMENT (“ Agreement ”), effective as of June 21, 2005, is made by and between GUARDIAN TECHNOLOGIES INTERNATIONAL, INC., a Delaware corporation (“ Guardian ”), and BRIDGETECH HOLDINGS INTERNATIONAL, INC., a Delaware corporation (“ Bridgetech ”), (Guardian together with Bridgetech, the “ Parties ”).

WHEREAS, Guardian owns the intellectual rights to the PinPoint™ Threat Identification & Alert System (“ PinPoint™ ”) and wishes to introduce said system in the People’s Republic of China, Hong Kong and the Republic of China (Taiwan); (together known as “ China ”);

WHEREAS, Bridgetech has the established relationships and infrastructure necessary to secure contracts with airports to install and utilize PinPoint™ in China;

WHEREAS, the Parties wish to form a strategic partnership in order to facilitate the sale of PinPoint™ to airports in China;

ARTICLE I. DEFINITIONS

Except as otherwise specified or as the context may otherwise require, the following terms have the meanings indicated below for purposes of this Agreement, and the definitions of such terms are equally applicable both to the singular and the plural forms:

A.                                                                                                                        

“ Contract ” means a contract awarded to the Bridgetech team for PinPoint™, including options and task orders issued in connection with any such contract, regardless of the task order issue date, and includes any subsequent phases of such contract or any follow-on contract issued to Bridgetech.  

B.                                                                                                                        

“ Procurement ” means the entire process pursuant to which the Customer procures, selects, designs, develops, and implements PinPoint™ technologies and applications, including but not limited to any and all pre-proposal activity, the submission of proposals and the conduct of negotiations (if any) with the Customer, and qualification testing (if any).

C.                                                                                                                        

“ Technical Data ” means recorded information, regardless of the form or method of the recording, of a scientific or technical nature relating to the Procurement.

D.                                                                                                                        

“ Technical Know-How ” means all recorded and unrecorded information and knowledge relating to the design, development or production related to the Procurement, including but not limited to the knowledge gained from experience in the design, development, or production of an article that is necessary or helpful in interpreting, applying or interrelating technical data and computer software relating to the Procurement.

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ARTICLE II. RELATIONSHIP OF THE PARTIES

A.

This Agreement shall be deemed to constitute, create, give effect to a special partnership, and the rights and obligations of the Parties shall be limited to those expressly set forth in this Agreement.  Nothing contained in this Agreement shall be construed as providing for the sharing of profits or losses arising out of the efforts of either or both Parties.

B.

This Agreement has been entered into solely for the benefit of the Parties and is not intended to create any legal, equitable, or beneficial interest in any third party, including any customer, or to vest in any third party any interest with respect to the enforcement of performance of this Agreement.  The Parties agree that no third party has any legal interest in any dispute and further agree that neither will assert in any action or proceeding to resolve such dispute that any third party is necessary or indispensable to such proceeding or to a determination of the relief to be granted.

C.

Each Party shall bear its own costs, expenses, risks, and liabilities incurred in connection with pursuit of the Procurement, including but not limited to, pre-proposal or pre-bid activity, submission, and sustaining of proposals or bids, the selection and negotiation process.    

ARTICLE III. CONFIDENTIAL INFORMATION  

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 competitively sensitive material, and not generally known to the public, including, but not limited to, PinPoint™, 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 PinPoint™ 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 commercially valuable and secret in the sense that its confidentiality affords the Disclosing Party a competitive advantage over its competitors;

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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, 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.

ARTICLE IV. RESPONSIBILITIES OF THE PARTIES

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 in good faith will carry out the obligations set forth in this Agreement as follows:

A.                                                                                                                        

The Project

1.

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

a.

agree to the sale’s activity, installation and support of PinPoint™ by Bridgetech in China;

b.

agree on a royalty and or pricing structure with regards to the revenue generated by the sale of PinPoint™ in China;

(all such activities being referred to collectively as the “ Project ”).

B.                                                                                                                        

Project Terms

1.

Sale, Installation and Support Relationship   Except to the extent prohibited by applicable law, rules and regulations:

a.

Bridgetech, in conjunction with their Designated Consultants (“ Consultants ,”) shall be the exclusive provider of PinPoint™ in China.

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b.

Bridgetech, in conjunction with their Consultants, shall be responsible for sales presentations, product installation and product support for China.

c.

Guardian shall provide training to Bridgetech and their Consultants as deemed necessary to facilitate (b) above.

d.

Guardian shall have the right to participate in the installation and support activities as they deem appropriate.

e.

Guardian shall provide Bridgetech, and their Consultants, with the English language standard marketing materials, collateral materials, and product documentation materials necessary to support Bridgetech’s activities under (b) above.  Guardian shall have the right to determine what the reasonable levels of provided materials are under this section (e).

f.

Bridgetech shall provide to Guardian an update on ongoing activities as they relate to PinPoint™ on a monthly basis.

g.

Guardian shall have the right to approve of entities that Bridgetech wishes to establish as a Designated Consultant.  Approved Consultants shall be listed in Schedule A to this Agreement.

2.

Royalties and or Pricing Structure.   The Parties agree to the following:

a.

For PinPoint™ sales by Bridgetech in China when a per passenger transactional model is deployed:

(i)

45% of all revenue generated by the PinPoint™ sale shall be paid to Guardian.

(ii)

45% of all revenue generated by the PinPoint™ sale shall be paid to Bridgetech.

(iii) 10% of all revenue generated by the PinPoint™ sale shall be paid to applicable Consultant.

(iv)  In the instance that a portion of the revenue generated by the PinPoint sale is required to be remitted to an applicable airport authority, or their designated representative, such remittance shall be paid 50% by Bridgetech and 50% by Guardian.

(v)  A detailed accounting of all revenue from applicable PinPoint™ sales shall be presented within 10 days of the end of each calendar month by the Airport Authority.  All applicable royalties shall be paid to the respective parties within 30 calendar days of cash receipt of said royalties by Bridgetech.

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ARTICLE V. SOFTWARE LICENSE AGREEMENT

See Attachment 1

ARTICLE VI. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

A.                                                                                                                        

Bridgetech acknowledges that Guardian has developed and uses valuable technical and non-technical information, patents, trade secrets, copyrights and the like (collectively, “ Intellectual Property Rights ”) in the Products licensed and distributed under this Agreement, and that, as between the parties, Guardian owns and shall retain all Intellectual Property Rights in the Products other than the limited license granted to Bridgetech under this Agreement.  Bridgetech warrants that neither it nor any of its employees will convert to their own use or to the use of any other party any industrial secrets, trade secrets, patent, manufacturing or other process, copyright or the like owned by Guardian and obtained by Bridgetech and its personnel by reason of this Agreement or otherwise.

B.                                                                                                                        

Title to the source code and object code forms of the software incorporated in the Products remains with Guardian, and such source code and object code are a trade secret and the proprietary property of Guardian.

C.                                                                                                                        

Bridgetech recognizes and acknowledges the great value of the goodwill associated with the name and trademarks of Guardian and the identification of the Products therewith.  Bridgetech will use its best efforts not to obscure, effect or permit the removal or alteration of any patent numbers, trade names or marks, warning labels, serial numbers, or the like affixed to any Product or package.

D.                                                                                                                        

In no event will Bridgetech de-compile, modify, disassemble, reproduce or otherwise reverse engineer any Products or reproduce the manuals and other documentation accompanying the Products.

E.                                                                                                                        

All modifications to the Products will be the sole property of Guardian. Any modifications to the Products made at the request of Bridgetech or any customers of Bridgetech will remain the sole property of Guardian.

ARTICLE VII. PATENT, COPYRIGHT AND TRADE SECRET INFRINGEMENT

A.

Guardian shall indemnify, defend, and otherwise hold Bridgetech harmless from all costs, losses, damages or liability (excluding any consequential, incidental and punitive damages) arising from any judgment awarded against

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Bridgetech, to the extent that such judgment is based on a finding that the Products furnished by Guardian under this Agreement infringe any United States patent, copyright or trade secret.  Guardian shall defend any suit alleging such infringement which is brought against Bridgetech or any of its customers, and shall pay all reasonable legal costs and expenses incurred and satisfy all judgments and decrees against Bridgetech, provided that Bridgetech notifies Guardian within ten (10) business days of the date any such claim becomes known to Bridgetech and Bridgetech provides such assistance and cooperation to Guardian as is reasonably requested.  Guardian shall have no liability under this Section 13.A with respect to any infringement claim based upon (i) any Product that has been modified by anyone other than Guardian; (ii) use of other than the then-current release of the Product, if infringement could have been avoided by use of the then-current release and such current release has been made available to Bridgetech or the applicable end user; (iii) use of the Product with other software or hardware, where use with such other software or hardware gave rise to the infringement claim; (iv) use of any Product in a manner inconsistent with its documentation or where such use breaches this Agreement.

B.

In the event Bridgetech or its customers are enjoined from their use of the Products due to a proceeding based upon the infringement of any United States patent, copyright or tra