California Uses in Law Governing Clause

Law Governing from Promissory Note

For Value Received, Bridgetech Holdings International, Inc., a Delaware corporation ("Maker"), hereby promises to pay to Bridgetech China Limited, a British Virgin Island corporation ("Payee" or the "Company"), in lawful money of the United States of America, the principal amount of Three Hundred Thousand Dollars ($300,000) (the "Principal") plus simple interest thereon calculated from the date hereof (the "Issue Date") until paid at the rate of eight percent (8%) per annum, payable in cash.

Law Governing. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law provisions thereof. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the exclusive jurisdiction and venue of, the appropriate state or federal courts located in San Diego, California.