VOID AFTER 5:00 P.M., EASTERN STANDARD TIME
             ON THE FIRST ANNIVERSERY DATE FROM THE DATE OF ISSUANCE

                                SPECIMEN FORM OF
                        CERTIFICATE FOR CLASS A WARRANTS
              FOR THE PURCHASE OF COMMON STOCK, $.001 PAR VALUE, OF

                           MATERIAL TECHNOLOGIES, INC.

              Incorporated Under The Laws Of The State of Delaware

            THIS COMMON STOCK PURCHASE WARRANT CERTIFIES THAT, for value
received, ____________________________ or its registered assigns ("Holder"), is
the registered holder of the number of warrants (Warrants) set forth above,
issued by Material Technologies, Inc., a Delaware corporation ("Company").

         This Common Stock Purchase Warrant is issued under and subject to all
of the terms, provisions and conditions of the Company's Executive Summary of
Offering Terms ("Summary"), dated as of February 17, 2003 and the Company's
Unit Purchase Agreement described therein ("Purchase Agreement"), between the
Company and the purchasers of the Units described in the Summary, all of which
terms, provisions and conditions the Holder of this Warrant consents by
acceptance hereof. The Purchase Agreement is incorporated herein by reference
and made a part hereof, and reference is made to the Purchase Agreement for a
full description of the rights, limitations of rights, obligations, duties and
immunities of the Company and the Holders of the Warrants. Copies of the
Purchase Agreement is available for inspection at the offices of the Company at
11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049, or may be
obtained upon written request addressed to the Company at said address.

         Each Warrant entitles the Holder thereof to purchase from the Company,
subject to the terms and conditions set forth hereinafter and in the Purchase
Agreement, ______ fully paid and non-assessable share(s) of common stock, $.001
par value, of the Company ("Common Stock") upon presentation and surrender of
this Warrant with the exercise form hereon duly completed and executed, at any
time prior to 5:00 p.m., Eastern Standard Time, for a term of one year from and
after the date of issuance of this Warrant ("Exercise Period"), at the Company's
stock transfer agent's office, if there be no stock transfer agent, at the
corporate offices of the Company at the address set forth above, and upon
payment of $_____ per share of Common Stock ("Purchase Price") and any
applicable taxes paid either in cash, or by certified or official bank check,
payable in lawful money of the United States of America to the order of the
Company. The Holder may exercise all or any whole number of the Warrants
evidenced hereby. The Purchase Price and the number of shares of Common Stock
issuable upon exercise of a Warrant are subject to adjustment in certain events
specified in the Purchase Agreement.

         The purchase rights represented by this Warrant shall not be
exercisable with respect to a fraction of a share of Common Stock. As to any
fractions of a share which would otherwise be purchasable on the exercise of a
Warrant, the Company shall pay the cash value thereof determined as provided in
the Purchase Agreement. In case of the purchase of less than all the shares
purchasable under this Warrant, the Company shall cancel this Warrant upon the
surrender hereof and shall execute and deliver a new Warrant of like tenor for
the balance of shares purchasable hereunder.

         This Warrant Certificate shall not entitle the holder hereof to any
voting rights or other rights as a shareholder of the Company, or to any other
rights whatsoever except the rights herein expressed and such as are set forth,
and no dividends shall be payable or shall accrue in respect of the Warrants
represented by this Warrant except to the extent that such Warrants shall be
exercised.

         Upon 30 days' prior written notice delivered to the Warrant Holders
address shown on the books and records maintained by the Company, the Company
may at any time redeem all or any portion of the outstanding Warrants for
$0.0001 per Warrant.

         The Warrants are exercisable commencing from the date of issuance as
set forth below and continuing only for the Exercise Period, provided that such
shares of Common Stock are deemed to be exempt from registration under Federal
and applicable state securities laws. All Warrants not theretofore exercised or
redeemed shall expire at 5:00 p.m., Eastern Standard Time, on the last day of
the Exercise Period, and any Warrant not exercised by such time shall become
void unless extended by the Company.

         This Warrant, with or without other Warrants, upon presentation and
surrender to the Company's stock transfer agent, any successor stock transfer
agent or, in the absence of any successor stock transfer agent, at the corporate
offices of the Company, may be exchanged for another Warrant evidencing in the
aggregate the same number of Warrants as the Warrant so surrendered, subject to
such terms and conditions set forth in the Purchase Agreement. If the Warrants
evidenced by this Warrant shall be exercised in part, the holder hereof shall be
entitled to receive upon surrender hereof another Warrant evidencing the number
of Warrants not so exercised.

         The Company shall not be required to issue or deliver any certificate
for shares of Common Stock or other securities upon the exercise of Warrants
evidenced by this Warrant until any tax which may be payable in respect thereof
by the Holder pursuant to the Purchase Agreement shall have been paid.

         Except as permitted by the Company, this Warrant and all rights
hereunder are nontransferable. If and only if permitted by the Company, a
transfer by the registered holder hereof in person or by its duly authorized
attorney, may be made on the books of the Company upon surrender of this
Warrant, properly endorsed.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and has caused a facsimile of its corporate seal to be imprinted
hereon.

February ___, 2003.                 MATERIAL TECHNOLOGIES, INC.
Date of Issuance

                                    By:_________________________________________
                                         Robert M. Bernstein, President and
                                                 Chief Executive Officer