8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K


Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2007

Material Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	33-23617 (Commission File Number)	95-4622822 (I.R.S. Employer Identification No.)
11661 San Vicente Boulevard, Suite 707 Los Angeles, California  90049 (Address of principal executive offices)  (zip code)
(310) 208-5589 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

            Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02        Unregistered Sale of Equity Securities

            On March 16, 2007, we completed a private placement of 2,500,000 shares of our Class A Common Stock and warrants to purchase 2,500,000 shares of our Class A Common Stock to two investors (the “Investors”).  The securities were sold as a unit (the “Units”) at a price of $0.40 per Unit with the Investors purchasing an aggregate of 2,500,000 Units for aggregate gross proceeds of $1,000,000.  Each Unit consisted of one (1) share of Class A Common Stock and one (1) warrant to purchase one share of Class A Common Stock at an exercise price of $0.60 per share (“Warrant”).  The Warrants are exercisable immediately and are exercisable for a period of three (3) years.  We paid a placement agent and finders fee of $230,000 and issued 368,334 warrants (the “Agent Warrants”) to purchase common stock at $0.60 to Continental Advisors, S.A. who acted as the placement agents.  In co nnection with the transaction, we issued an additional 1,750,000 warrants to purchase common stock at $0.60 to the investors and a finder.

            In connection with the offer and sale of securities to the Investors and the placement agents, we relied on the exemption from registration provided by Regulation S of the Securities Act of 1933, as amended (the “Securities Act”).

EXHIBITS

10.1	Regulation S Subscription Agreement with Anima S.G.R.p.A. Rubrica Anima America.
10.2	Regulation S Subscription Agreement with Julius Baer Multistock SICAV U.S. Stock Fund.
10.3	Warrant with Anima S.G.R.p.A. Rubrica Anima America for 1 million shares
10.4	Warrant with Anima S.G.R.p.A. Rubrica Anima America for 750,000 shares
10.5	Warrant with Julius Baer Multistock SICAV U.S. Stock Fund for 1.5 million shares
10.6	Warrant with Julius Baer Multistock SICAV U.S. Stock Fund for 750,000 shares
10.7	Warrant with Continental Advisors, S.A.
10.8	Warrant with Condor Wealth Management for 125,000 shares
10.9	Second Warrant with Condor Wealth Management for 125,000 shares

1

SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  March 21, 2007	Material Technologies, Inc.,
	a Delaware corporation
	/s/ Robert M. Bernstein
	By:  Robert M. Bernstein
	Its:   Chief Executive Officer

2

EX-10.1

Exhibit 10.1

MATERIAL TECHNOLOGIES, INC.
a Delaware corporation

REGULATION S
SUBSCRIPTION AGREEMENT

          1.       SUBSCRIPTION:  The undersigned (the “Subscriber”) hereby irrevocably offers to purchase 4 units (the “Units”), as set forth in that certain Second Amended Private Placement Memorandum of Material Technologies, Inc ., a Delaware corporation (the “Company”) dated January 30, 2007, as amended March 8, 2007 to reduce the purchase price per Unit from $0.50 per Unit to $0.40 per Unit and to reduce the exercise price of the Warrant from $0.75 per share to $0.60 per share, for a total purchase price of $400,000, which amount, when and if accepted by the Company, will constitute the payment by the Subscriber of the purchase price for the Units.

          2.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER:  The Subscriber hereby represents, warrants and agrees as follows:

                    (a)        The Subscriber, if not an individual, is empowered and duly authorized to enter into this Subscription Agreement under any governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like; this Subscription Agreement constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms; and the person signing this Subscription Agreement on behalf of the Subscriber is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution, or the like.

                    (b)        The Subscriber understands that the Units to be purchased by it have not been registered under the Securities Act of 1933, as amended (the “Act”) in reliance upon an exemption contained in Regulation S promulgated under the Act (“Regulation S’’), and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the Subscriber’s suitability to acquire the Units.

                    (c)        The Subscriber, either alone or with the Subscriber’s professional advisers (i) are unaffiliated with, have no equity interest in (other than as set forth in the Investor Questionnaire attached hereto), and are not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly; (ii) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units; and (iii) has the capacity to protect the Subscriber’s own interests in connection with the Subscriber’s proposed investment in the Units.

                    (d)        The Subscriber acknowledges receipt of the Second Amended Confidential Private Placement Memorandum dated January 30, 2007, as amended (the “Memorandum”), and each exhibit thereto as indicated therein and acknowledges that the Subscriber has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, and the business and proposed business of the Company as the Subscriber considers necessary in connection with the Subscriber’s investment in the Units.  The Subscriber has carefully reviewed the Memorandum and each exhibit thereto, and is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with officers of the Company any questions the Subscriber may have had with respect thereto.&n bsp; The Subscriber understands:

Page 1 of 8

(i)	The risks involved in this offering, including the speculative nature of the investment;
(ii)	The financial hazards involved in this offering, including the risk of losing the Subscriber’s entire investment;
(iii)	The lack of liquidity and restrictions on transfers of the Units; and
(iv)	The tax consequences of this investment.

                    The Subscriber has consulted with the Subscriber’s own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Subscriber in the Units and the merits and risks of an investment in the Units.

                    (e)        The Subscriber is not, and at the time of the acquisition of the Units will not be, a “U.S. person’’ as defined in Regulation S under the Act.  To the best knowledge of the Subscriber, the Subscriber is not, and at the time of the acquisition of the Units will not be, acquiring the Units for the benefit of a “U.S. person’’ as defined in Regulation S under the Act.  To the best knowledge of the Subscriber, upon consummation of the transactions contemplated by the Subscription Agreement, the Subscriber will be the sole beneficial owner of the Units issued to it pursuant to the Subscription Agreement, and to the best knowledge of the Subscriber the Subscriber has not pre-arranged any sale with any purchaser or purchasers in the United States .  For purposes of this Agreement, a “U.S. person’’ includes, without limitation, any natural person resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States (other than certain branches of non-U.S. banks or insurance companies), any estate of which any executor or administrator is a U.S. person or any trust of which any trustee is a U.S. person (with certain exceptions) and any agency or branch of a foreign entity located in the United States, but does not include a natural person not resident in the United States.  The “United States’’ means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

                    (f)        The Subscriber is outside the United States as of the date of the execution and delivery of this Subscription Agreement and will be outside the United States at the time of the purchase of Units as contemplated by the Subscription Agreement; provided that delivery of the Units may be effected in the United States through the Subscriber’s agent upon Subscriber’s request so long as the Subscriber is outside the United States at the time of such delivery.

                    (g)        If the Subscriber is an individual, the Subscriber is over 21 years of age; and if the Subscriber is an unincorporated association, all of its members are of such age. 

                    (h)        The Subscriber hereby acknowledges and agrees that this Subscription Agreement is an offer by the Subscriber to purchase the Units, which offer may be accepted or declined by the Company.  The Subscriber hereby further acknowledges that this Subscription Agreement does not constitute an offer by the Company to sell securities or a solicitation of an offer to buy securities.

                    (i)         The Subscriber has accurately completed the Investor Questionnaire attached hereto as Exhibit A and incorporated by reference herein.

Page 2 of 8

          3.       ABILITY TO TRANSFER.  The Subscriber can sell or otherwise transfer the Units in accordance with the provisions of Regulation S of the Act or pursuant to another available exemption from registration under the Act.  The Subscriber has no present intention to sell or otherwise transfer the Units except pursuant to registration under the Act or in accordance with the provisions of Regulation S of the Act or pursuant to another available exemption from registration under the Act.  The Subscriber understands that the Company is required, under Rule 903 of Regulation S, to refuse to register the transfer of any of the Units to be received by the Subscriber pursuant to this Agreement that are not transferred pursuant to a registration statement under the Act, in compliance with Regulation S under the Act or otherwise pursuant to an available exemption from registration.

          4.       CERTIFICATES REPRESENTING THE SHARES TO BE LEGENDED:  The Subscriber understands and agrees that any certificate representing the Units or relating to the Units may bear such legends as the Company may consider necessary or advisable to facilitate compliance with the Act, applicable state blue sky laws, and any other securities law, including without limitation legends stating that the Units have not been registered under the Act or qualified under the Law and setting forth the limitations on dispositions imposed hereby.

          5.       SHARES WILL BE RESTRICTED SECURITIES:  The Subscriber understands that the Units will be “restricted securities” as that term is defined in Rule 144 under the Act and, accordingly, that the Units must be held indefinitely unless they are subsequently registered under the Act and qualified under applicable state blue sky law and any other applicable securities law or exemptions from such registration and qualification as are available.  The Subscriber understands that the Company is under no obligation to register the Units under the Act, to qualify the Units under any securities law, or to comply with any exemption under the Act or any other law.  The Subscriber understands that Rule 144 prevents the sale of any of the Units for at least one year, and only then under certain specific circumstances.

          6.       COMPANY MAY REFUSE TO TRANSFER:  Notwithstanding the foregoing, if, in the opinion of counsel for the Company, the Subscriber has acted in a manner inconsistent with the representations and warranties in this Subscription Agreement, the Company may refuse to transfer the Subscriber’s Units until such time as counsel for the Company is of the opinion that such transfer will not require registration of the Units under the Act or qualification of the Units under applicable blue sky law or any other securities law.  The Subscriber understands and agrees that the Company may refuse to acknowledge or permit any disposition of the Units that is not in all respects in compliance with this Subscription Agreement and that the Company intends to make an appropriate notation in its records to that effect.

          7.       INDEMNIFICATION:  The Subscriber hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:

                    (a)        Any breach of or inaccuracy in the Subscriber’s representations, warranties or agreements herein;

                    (b)        Any disposition of any Units contrary to any of the Subscriber’s representations, warranties or agreements herein;

                    (c)        Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company under the Act, or (ii) any disposition of any Units.

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          8.       SUCCESSORS:  The representations, warranties and agreements contained in this Subscription Agreement shall be binding on the Subscriber’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

[remainder of page intentionally left blank]

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Number of Units Subscribed:              4     


Amount of Enclosed Check:       $400,000




Please make check payable       The Lebrecht Group, APLC fbo Material Technologies, Inc.
and deliver to:                            404 W. South Jordan Parkway, Suite 160
                                                 South Jordan , UT  84095
                                                 Telephone (801) 983-4948
                                                 Facsimile (801) 983-4958

Wire instructions:                        Zions Bank & Trust
                                                  903 East 12300 South
                                                  Draper, Utah 84020

TYPE OF OWNERSHIP (Check One):

____ INDIVIDUAL OWNERSHIP	____ PARTNERSHIP
(One signature required)	(Please include a copy of the Statement of Partnership of Partnership Agreement authorizing signature)
____ COMMUNITY PROPERTY	X    CORPORATION
(One signature required)	(Please include Articles of Incorporation and Certified Corporate Resolution authorizing signature)
____ TENANTS IN COMMON	____ TRUST
(Both parties must sign)	(Please include name of trust, name of trustee, and date trust was formed and include copy of the Trust Agreement or other authorization)
____ JOINT TENANTS
(Both parties must sign)

Page 5 of 8

          I, the undersigned, hereby certify under penalty of perjury under the laws of the State of California , that the information contained herein is complete and accurate and may be relied on by the Company.  I will notify the Company promptly of any material change in any of such information.

Investor:                                                                       Co-investor:

ANIMA SGRPA Rubica

ANIMA America                                                                                                                      
Print or type name                                                          Print or type name

/s/ G. Martinelli, Executive Director                                                                                           
Signature                                                                       Signature

Dated:    28 February, 2007                                          Dated: ______________, 20__

Bank Julius Baer Ltd
US Fund Manager                                                                                                                    
Name and title of person signing                                     Relation, if any, to Investor
on behalf of investor, if applicable

Address:                                                                       Address:


Via Brera 18                                                                                                                            

Milan, Italy                                                                                                                             



Agreed to and accepted by Material Technologies, Inc.:



/s/ Robert M. Bernstein                        
Robert M. Bernstein, President

Page 6 of 8

Exhibit A
Investor Questionnaire
 (to be completed by each Subscriber)

Name:              ___________________________

Home Phone:    ___________________________

Work Phone:     ___________________________

1.         a.  Country of Residence :                                                                                      
            b.  For how long?                                                                                                 
            c.  Do you maintain a residence in any other country?                                            

2.         What is your present age?                          What is your date of birth?                  

3.         Does this investment exceed twenty percent (20%) of your net worth?  (For purposes of this question, you may include your spouse's net worth and the fair market value of your home, home furnishings and automobiles).

Yes  (    )  No  (    )

4.         Investment Experience:

            (A)  Please indicate the frequency of your investment in securities that are registered and transferred on one or more of the major United States securities exchanges: 
            Often _____ Occasionally _____ Seldom _____ Never _____

            (B)  Please indicate the frequency of your investment in securities which are purchased, sold or transferred in private transactions: 
            Often _____ Occasionally _____ Seldom _____ Never _____

            (C) If your answer to (A) or (B) above was Seldom or Never, please provide your qualifications in evaluating the merits and risks of this investment?

5.         Describe below any business or personal relationship you have with any affiliates of the officers or directors of the Company or any of its affiliates, subsidiaries or business entities in conjunction with this purchase of Units in the Company, including a statement of the name of the individual(s)and the length of time you have know such individual(s).

Page 7 of 8

6.         Have you participated in any prior investments or other business transactions with the Company or its officers, directors, employees, agents or any of its affiliates?

Yes (   ) No (   ) -- If yes, please describe:

7.         Do you currently have an equity interest in the Company?

Yes (   ) No (   ) -- If yes, please describe:

Page 8 of 8

EX-10.2

Exhibit 10.2

MATERIAL TECHNOLOGIES, INC.
a Delaware corporation

REGULATION S
SUBSCRIPTION AGREEMENT

          1.       SUBSCRIPTION:  The undersigned (the “Subscriber”) hereby irrevocably offers to purchase 6 units (the “Units”), as set forth in that certain Second Amended Private Placement Memorandum of Material Technologies, Inc ., a Delaware corporation (the “Company”) dated January 30, 2007, as amended March 8, 2007 to reduce the purchase price per Unit from $0.50 per Unit to $0.40 per Unit and to reduce the exercise price of the Warrant from $0.75 per share to $0.60 per share, for a total purchase price of $600,000, which amount, when and if accepted by the Company, will constitute the payment by the Subscriber of the purchase price for the Units.

          2.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER:  The Subscriber hereby represents, warrants and agrees as follows:

                    (a)        The Subscriber, if not an individual, is empowered and duly authorized to enter into this Subscription Agreement under any governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like; this Subscription Agreement constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms; and the person signing this Subscription Agreement on behalf of the Subscriber is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution, or the like.

                    (b)        The Subscriber understands that the Units to be purchased by it have not been registered under the Securities Act of 1933, as amended (the “Act”) in reliance upon an exemption contained in Regulation S promulgated under the Act (“Regulation S’’), and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the Subscriber’s suitability to acquire the Units.

                    (c)        The Subscriber, either alone or with the Subscriber’s professional advisers (i) are unaffiliated with, have no equity interest in (other than as set forth in the Investor Questionnaire attached hereto), and are not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly; (ii) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units; and (iii) has the capacity to protect the Subscriber’s own interests in connection with the Subscriber’s proposed investment in the Units.

                    (d)        The Subscriber acknowledges receipt of the Second Amended Confidential Private Placement Memorandum dated January 30, 2007, as amended (the “Memorandum”), and each exhibit thereto as indicated therein and acknowledges that the Subscriber has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, and the business and proposed business of the Company as the Subscriber considers necessary in connection with the Subscriber’s investment in the Units.  The Subscriber has carefully reviewed the Memorandum and each exhibit thereto, and is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with officers of the Company any questions the Subscriber may have had with respect thereto.&n bsp; The Subscriber understands:

Page 1 of 8

(i)	The risks involved in this offering, including the speculative nature of the investment;
(ii)	The financial hazards involved in this offering, including the risk of losing the Subscriber’s entire investment;
(iii)	The lack of liquidity and restrictions on transfers of the Units; and
(iv)	The tax consequences of this investment.

                    The Subscriber has consulted with the Subscriber’s own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Subscriber in the Units and the merits and risks of an investment in the Units.

                    (e)        The Subscriber is not, and at the time of the acquisition of the Units will not be, a “U.S. person’’ as defined in Regulation S under the Act.  To the best knowledge of the Subscriber, the Subscriber is not, and at the time of the acquisition of the Units will not be, acquiring the Units for the benefit of a “U.S. person’’ as defined in Regulation S under the Act.  To the best knowledge of the Subscriber, upon consummation of the transactions contemplated by the Subscription Agreement, the Subscriber will be the sole beneficial owner of the Units issued to it pursuant to the Subscription Agreement, and to the best knowledge of the Subscriber the Subscriber has not pre-arranged any sale with any purchaser or purchasers in the United States .  For purposes of this Agreement, a “U.S. pe rson’’ includes, without limitation, any natural person resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States (other than certain branches of non-U.S. banks or insurance companies), any estate of which any executor or administrator is a U.S. person or any trust of which any trustee is a U.S. person (with certain exceptions) and any agency or branch of a foreign entity located in the United States, but does not include a natural person not resident in the United States.  The “United States’’ means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

                    (f)        The Subscriber is outside the United States as of the date of the execution and delivery of this Subscription Agreement and will be outside the United States at the time of the purchase of Units as contemplated by the Subscription Agreement; provided that delivery of the Units may be effected in the United States through the Subscriber’s agent upon Subscriber’s request so long as the Subscriber is outside the United States at the time of such delivery.

                    (g)        If the Subscriber is an individual, the Subscriber is over 21 years of age; and if the Subscriber is an unincorporated association, all of its members are of such age. 

                    (h)        The Subscriber hereby acknowledges and agrees that this Subscription Agreement is an offer by the Subscriber to purchase the Units, which offer may be accepted or declined by the Company.  The Subscriber hereby further acknowledges that this Subscription Agreement does not constitute an offer by the Company to sell securities or a solicitation of an offer to buy securities.

                    (i)         The Subscriber has accurately completed the Investor Questionnaire attached hereto as Exhibit A and incorporated by reference herein.

Page 2 of 8

          3.       ABILITY TO TRANSFER.  The Subscriber can sell or otherwise transfer the Units in accordance with the provisions of Regulation S of the Act or pursuant to another available exemption from registration under the Act.  The Subscriber has no present intention to sell or otherwise transfer the Units except pursuant to registration under the Act or in accordance with the provisions of Regulation S of the Act or pursuant to another available exemption from registration under the Act.  The Subscriber understands that the Company is required, under Rule 903 of Regulation S, to refuse to register the transfer of any of the Units to be received by the Subscriber pursuant to this Agreement that are not transferred pursuant to a registration statement under the Act, in compliance with Regulation S under the Act or otherwise pursuant to an available exemption from registration.

          4.       CERTIFICATES REPRESENTING THE SHARES TO BE LEGENDED:  The Subscriber understands and agrees that any certificate representing the Units or relating to the Units may bear such legends as the Company may consider necessary or advisable to facilitate compliance with the Act, applicable state blue sky laws, and any other securities law, including without limitation legends stating that the Units have not been registered under the Act or qualified under the Law and setting forth the limitations on dispositions imposed hereby.

          5.       SHARES WILL BE RESTRICTED SECURITIES:  The Subscriber understands that the Units will be “restricted securities” as that term is defined in Rule 144 under the Act and, accordingly, that the Units must be held indefinitely unless they are subsequently registered under the Act and qualified under applicable state blue sky law and any other applicable securities law or exemptions from such registration and qualification as are available.  The Subscriber understands that the Company is under no obligation to register the Units under the Act, to qualify the Units under any securities law, or to comply with any exemption under the Act or any other law.  The Subscriber understands that Rule 144 prevents the sale of any of the Units for at least one year, and only then under certain specific circumstances.

          6.       COMPANY MAY REFUSE TO TRANSFER:  Notwithstanding the foregoing, if, in the opinion of counsel for the Company, the Subscriber has acted in a manner inconsistent with the representations and warranties in this Subscription Agreement, the Company may refuse to transfer the Subscriber’s Units until such time as counsel for the Company is of the opinion that such transfer will not require registration of the Units under the Act or qualification of the Units under applicable blue sky law or any other securities law.  The Subscriber understands and agrees that the Company may refuse to acknowledge or permit any disposition of the Units that is not in all respects in compliance with this Subscription Agreement and that the Company intends to make an appropriate notation in its records to that effect.

          7.       INDEMNIFICATION:  The Subscriber hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:

                    (a)        Any breach of or inaccuracy in the Subscriber’s representations, warranties or agreements herein;

                    (b)        Any disposition of any Units contrary to any of the Subscriber’s representations, warranties or agreements herein;

                    (c)        Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company under the Act, or (ii) any disposition of any Units.

Page 3 of 8

          8.       SUCCESSORS:  The representations, warranties and agreements contained in this Subscription Agreement shall be binding on the Subscriber’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

[remainder of page intentionally left blank]

Page 4 of 8

Number of Units Subscribed:              6     


Amount of Enclosed Check:       $600,000

Please make check payable       The Lebrecht Group, APLC fbo Material Technologies, Inc.
and deliver to:                            404 W. South Jordan Parkway, Suite 160
                                                 South Jordan , UT  84095
                                                 Telephone (801) 983-4948
                                                 Facsimile (801) 983-4958

Wire instructions:                        Zions Bank & Trust
                                                  903 East 12300 South
                                                  Draper, Utah 84020

TYPE OF OWNERSHIP (Check One):

____ INDIVIDUAL OWNERSHIP	____ PARTNERSHIP
(One signature required)	(Please include a copy of the Statement of Partnership of Partnership Agreement authorizing signature)
____ COMMUNITY PROPERTY	X    CORPORATION
(One signature required)	(Please include Articles of Incorporation and Certified Corporate Resolution authorizing signature)
____ TENANTS IN COMMON	____ TRUST
(Both parties must sign)	(Please include name of trust, name of trustee, and date trust was formed and include copy of the Trust Agreement or other authorization)
____ JOINT TENANTS
(Both parties must sign)

Page 5 of 8

          I, the undersigned, hereby certify under penalty of perjury under the laws of the State of California , that the information contained herein is complete and accurate and may be relied on by the Company.  I will notify the Company promptly of any material change in any of such information.

Investor:                                                                       Co-investor:

Julius Baer Multistock SICV US
Stock Fund                                                                                                                               
Print or type name                                                          Print or type name

/s/ A. Shalash         /s/ C. Muenger                                                                                           
Signature                                                                       Signature

Dated:    12 March, 2007                                               Dated: ______________, 20__

Bank Julius Baer Ltd
US Fund Manager                                                                                                                    
Name and title of person signing                                     Relation, if any, to Investor
on behalf of investor, if applicable

Address:                                                                       Address:


Hohlstrasse 602                                                                                                                      

CH-8010 Zurich, Switzerland                                                                                                  



Agreed to and accepted by Material Technologies, Inc.:



/s/ Robert M. Bernstein                        
Robert M. Bernstein, President

Page 6 of 8

Exhibit A
Investor Questionnaire
 (to be completed by each Subscriber)

Name:              ___________________________

Home Phone:    ___________________________

Work Phone:     ___________________________

1.         a.  Country of Residence :                                                                                      
            b.  For how long?                                                                                                 
            c.  Do you maintain a residence in any other country?                                            

2.         What is your present age?                          What is your date of birth?                  

3.         Does this investment exceed twenty percent (20%) of your net worth?  (For purposes of this question, you may include your spouse's net worth and the fair market value of your home, home furnishings and automobiles).

Yes  (    )  No  (    )

4.         Investment Experience:

            (A)  Please indicate the frequency of your investment in securities that are registered and transferred on one or more of the major United States securities exchanges: 
            Often _____ Occasionally _____ Seldom _____ Never _____

            (B)  Please indicate the frequency of your investment in securities which are purchased, sold or transferred in private transactions: 
            Often _____ Occasionally _____ Seldom _____ Never _____

            (C) If your answer to (A) or (B) above was Seldom or Never, please provide your qualifications in evaluating the merits and risks of this investment?

5.         Describe below any business or personal relationship you have with any affiliates of the officers or directors of the Company or any of its affiliates, subsidiaries or business entities in conjunction with this purchase of Units in the Company, including a statement of the name of the individual(s)and the length of time you have know such individual(s).

Page 7 of 8

6.         Have you participated in any prior investments or other business transactions with the Company or its officers, directors, employees, agents or any of its affiliates?

Yes (   ) No (   ) -- If yes, please describe:

7.         Do you currently have an equity interest in the Company?

Yes (   ) No (   ) -- If yes, please describe:

Page 8 of 8

EX-10.3

Exhibit 10.3


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

WARRANT

Material Technologies, Inc.

(Incorporated under the laws of the State of Delaware )

          THIS IS TO CERTIFY that, for value received, Anima S.G.R.p.A. Rubrica Anima America, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Material Technologies, Inc ., a Delaware corporation (the “Company”) an aggregate of One Million (1,000,000) fully paid and nonassessable shares of Class A Common Stock (the “Common Stock”) of the Company (the “Warrant Securities”) at the exercise price of $0.60 per share, subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Class A Common Stock to the Company at the Company’s offices. 

          1.       Exercisability.  This Warrant may be exercised beginning on the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the “Exercise Period”), by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

          2.       Manner of Exercise.  In case of the purchase of less than all the Warrant Securities, at the request of the Holder 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 the Warrant Securities.  Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

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          If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

          3.       Adjustment in Number of Shares.

                    (A)       Adjustment for Reclassifications.  In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2, shall be entitled to receive the amount of stock and ot her securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.  In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

                    (B)       Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all sub ject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

          4.       No Requirement to Exercise.  Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

          5.       No Stockholder Rights.  Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a

2 of 5

stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

          6.       Exchange.  This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

          7.       Elimination of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests.  All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

          8.       Reservation of Securities.  The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof.  The Company covenants and agrees that, upon exercise of this Warrant and issuance of the Warrant Securities, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

          9.       Notices to Holder.  If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

          (a)        the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

          (b)        the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefore; or

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          (c)        a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

          10.     Transferability.  This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

          11.     Consent to Jurisdiction and Service.  The Company and the Holder hereby submit to the jurisdiction of any court of the county of Los Angeles , State of California , and of any federal court located therein, in any action or proceeding arising out of or in connection with this Warrant. 

          12.     Successors.  All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

          13.     Governing Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA , WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Los Angeles, California.



Dated: March 15, 2007                                                Material Technologies, Inc .,
                                                                                    a Delaware corporation

                                                                                    /s/ Robert M. Bernstein            
                                                                                    By:       Robert M. Bernstein
                                                                                    Its:        President

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NOTICE OF EXERCISE

TO:     Material Technologies, Inc.

          (1)        The undersigned hereby elects to purchase ________ shares of the common stock of Material Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

           (2)       Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the undersigned or in such other name as is specified below:

_____________________________
(Name)

_____________________________

_____________________________
(Address)

                                                                       
(Date)                                                                        
(Signature)                                                                        
(Print name)

5 of 5

EX-10.4

Exhibit 10.4


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

WARRANT

Material Technologies, Inc.

(Incorporated under the laws of the State of Delaware)

          THIS IS TO CERTIFY that, for value received, Anima S.G.R.p.A. Rubrica Anima America, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Material Technologies, Inc., a Delaware corporation (the “Company”) an aggregate of Seven Hundred Fifty Thousand (750,000) fully paid and nonassessable shares of Class A Common Stock (the “Common Stock”) of the Company (the “Warrant Securities”) at the exercise price of $0.60 per share, subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Class A Common Stock to the Company at the Company’s offices. 

          1.       Exercisability.  This Warrant may be exercised beginning on the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the “Exercise Period”), by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

          2.       Manner of Exercise.  In case of the purchase of less than all the Warrant Securities, at the request of the Holder 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 the Warrant Securities.  Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

1 of 5

          If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

          3.       Adjustment in Number of Shares.

                    (A)       Adjustment for Reclassifications.  In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2, shall be entitled to receive the amount of stock and ot her securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.  In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

                    (B)       Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all sub ject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

          4.       No Requirement to Exercise.  Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

          5.       No Stockholder Rights.  Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a

2 of 5

stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

          6.       Exchange.  This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

          7.       Elimination of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests.  All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

          8.       Reservation of Securities.  The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof.  The Company covenants and agrees that, upon exercise of this Warrant and issuance of the Warrant Securities, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

          9.       Notices to Holder.  If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

          (a)        the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

          (b)        the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefore; or

3 of 5

          (c)        a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

          10.     Transferability.  This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

          11.     Consent to Jurisdiction and Service.  The Company and the Holder hereby submit to the jurisdiction of any court of the county of Los Angeles, State of California, and of any federal court located therein, in any action or proceeding arising out of or in connection with this Warrant. 

          12.     Successors.  All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

          13.     Governing Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Los Angeles, California.



Dated: March 15, 2007                                                Material Technologies, Inc.,
                                                                                    a Delaware corporation

                                                                                    /s/ Robert M. Bernstein            
                                                                                    By:       Robert M. Bernstein
                                                                                    Its:        President

4 of 5

NOTICE OF EXERCISE

TO:     Material Technologies, Inc.

          (1)        The undersigned hereby elects to purchase ________ shares of the common stock of Material Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

          (2)       Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the undersigned or in such other name as is specified below:

_____________________________
(Name)

_____________________________

_____________________________
(Address)

                                                                       
(Date)                                                                        
(Signature)                                                                        
(Print name)

5 of 5

EX-10.5

Exhibit 10.5


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

WARRANT

Material Technologies, Inc.

(Incorporated under the laws of the State of Delaware)

          THIS IS TO CERTIFY that, for value received, RBC Dexia Investor Services Bank Luxembourg, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Material Technologies, Inc., a Delaware corporation (the “Company”) an aggregate of One Million Five Hundred Thousand (1,500,000) fully paid and nonassessable shares of Class A Common Stock (the “Common Stock”) of the Company (the “Warrant Securities”) at the exercise price of $0.60 per share, subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Class A Common Stock to the Company at the Company’s offices. 

          1.       Exercisability.  This Warrant may be exercised beginning on the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the “Exercise Period”), by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

          2.       Manner of Exercise.  In case of the purchase of less than all the Warrant Securities, at the request of the Holder 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 the Warrant Securities.  Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

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          If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

          3.       Adjustment in Number of Shares.

                    (A)       Adjustment for Reclassifications.  In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2, shall be entitled to receive the amount of stock and ot her securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.  In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

                    (B)       Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all sub ject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

          4.       No Requirement to Exercise.  Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

          5.       No Stockholder Rights.  Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a

2 of 5

stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

          6.       Exchange.  This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

          7.       Elimination of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests.  All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

          8.       Reservation of Securities.  The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof.  The Company covenants and agrees that, upon exercise of this Warrant and issuance of the Warrant Securities, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

          9.         Notices to Holder.  If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

          (a)        the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

          (b)        the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefore; or

3 of 5

          (c)        a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

          10.     Transferability.  This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

          11.     Consent to Jurisdiction and Service.  The Company and the Holder hereby submit to the jurisdiction of any court of the county of Los Angeles, State of California, and of any federal court located therein, in any action or proceeding arising out of or in connection with this Warrant. 

          12.     Successors.  All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

          13.     Governing Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Los Angeles, California.



Dated: March 15, 2007                                                Material Technologies, Inc.,
                                                                                    a Delaware corporation


                                                                                    /s/ Robert M. Bernstein            
                                                                                    By:       Robert M. Bernstein
                                                                                    Its:        President

4 of 5

NOTICE OF EXERCISE

TO:     Material Technologies, Inc.

          (1)        The undersigned hereby elects to purchase ________ shares of the common stock of Material Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

          (2)       Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the undersigned or in such other name as is specified below:

_____________________________
(Name)

_____________________________

_____________________________
(Address)

                                                                       
(Date)                                                                        
(Signature)                                                                        
(Print name)

5 of 5

EX-10.6

Exhibit 10.6


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

WARRANT

Material Technologies, Inc.

(Incorporated under the laws of the State of Delaware)

          THIS IS TO CERTIFY that, for value received, RBC Dexia Investor Services Bank Luxembourg, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Material Technologies, Inc., a Delaware corporation (the “Company”) an aggregate of Seven Hundred Fifty Thousand (750,000) fully paid and nonassessable shares of Class A Common Stock (the “Common Stock”) of the Company (the “Warrant Securities”) at the exercise price of $0.60 per share, subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Class A Common Stock to the Company at the Company’s offices. 

          1.       Exercisability.  This Warrant may be exercised beginning on the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the “Exercise Period”), by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

          2.       Manner of Exercise.  In case of the purchase of less than all the Warrant Securities, at the request of the Holder 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 the Warrant Securities.  Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

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          If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

          3.       Adjustment in Number of Shares.

                    (A)       Adjustment for Reclassifications.  In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2, shall be entitled to receive the amount of stock and ot her securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.  In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

                    (B)       Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all sub ject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

          4.       No Requirement to Exercise.  Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

          5.       No Stockholder Rights.  Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a

2 of 5

stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

          6.       Exchange.  This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

          7.       Elimination of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests.  All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

          8.       Reservation of Securities.  The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof.  The Company covenants and agrees that, upon exercise of this Warrant and issuance of the Warrant Securities, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

          9.       Notices to Holder.  If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

          (a)        the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

          (b)        the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefore; or

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          (c)        a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

          10.     Transferability.  This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

          11.     Consent to Jurisdiction and Service.  The Company and the Holder hereby submit to the jurisdiction of any court of the county of Los Angeles, State of California, and of any federal court located therein, in any action or proceeding arising out of or in connection with this Warrant. 

          12.     Successors.  All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

          13.     Governing Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Los Angeles, California.



Dated: March 15, 2007                                                Material Technologies, Inc.,
                                                                                    a Delaware corporation


                                                                                    /s/ Robert M. Bernstein            
                                                                                    By:       Robert M. Bernstein
                                                                                    Its:        President

4 of 5

NOTICE OF EXERCISE

TO:     Material Technologies, Inc.

          (1)        The undersigned hereby elects to purchase ________ shares of the common stock of Material Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

          (2)       Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the undersigned or in such other name as is specified below:

_____________________________
(Name)

_____________________________

_____________________________
(Address)

                                                                       
(Date)                                                                        
(Signature)                                                                        
(Print name)

5 of 5

EX-10.7

Exhibit 10.7


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

WARRANT

Material Technologies, Inc.

(Incorporated under the laws of the State of Delaware )

          THIS IS TO CERTIFY that, for value received, Continental Advisors, S.A., or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Material Technologies, Inc ., a Delaware corporation (the “Company”) an aggregate of Three Hundred Sixty Eight Thousand Three Hundred Thirty Four (368,334) fully paid and nonassessable shares of Class A Common Stock (the “Common Stock”) of the Company (the “Warrant Securities”) at the exercise price of $0.60 per share, subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Class A Common Stock to the Company at the Company’s offices. 

          1.       Exercisability.  This Warrant may be exercised beginning on the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the “Exercise Period”), by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

          2.       Manner of Exercise.  In case of the purchase of less than all the Warrant Securities, at the request of the Holder 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 the Warrant Securities.  Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

1 of 5

          If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

          3.       Adjustment in Number of Shares.

                    (A)       Adjustment for Reclassifications.  In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2, shall be entitled to receive the amount of stock a nd other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.  In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

                    (B)       Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, al l subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

          4.       No Requirement to Exercise.  Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

          5.       No Stockholder Rights.  Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a

2 of 5

stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

          6.       Exchange.  This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

          7.       Elimination of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests.  All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

          8.       Reservation of Securities.  The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof.  The Company covenants and agrees that, upon exercise of this Warrant and issuance of the Warrant Securities, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

          9.       Notices to Holder.  If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

          (a)        the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

          (b)        the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefore; or

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          (c)        a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

          10.     Transferability.  This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

          11.     Consent to Jurisdiction and Service.  The Company and the Holder hereby submit to the jurisdiction of any court of the county of Los Angeles , State of California , and of any federal court located therein, in any action or proceeding arising out of or in connection with this Warrant. 

          12.     Successors.  All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

          13.     Governing Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA , WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Los Angeles, California.



Dated: March 15, 2007                                                Material Technologies, Inc .,
                                                                                    a Delaware corporation


                                                                                   /s/ Robert M. Bernstein            
                                                                                   By:       Robert M. Bernstein
                                                                                   Its:        President

4 of 5

NOTICE OF EXERCISE

TO:     Material Technologies, Inc.

          (1)        The undersigned hereby elects to purchase ________ shares of the common stock of Material Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

          (2)       Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the undersigned or in such other name as is specified below:

_____________________________
(Name)

_____________________________

_____________________________
(Address)

                                                                       
(Date)                                                                        
(Signature)                                                                        
(Print name)

5 of 5

EX-10.8

Exhibit 10.8


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

WARRANT

Material Technologies, Inc.

(Incorporated under the laws of the State of Delaware)

          THIS IS TO CERTIFY that, for value received, Condor Wealth Management, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Material Technologies, Inc., a Delaware corporation (the “Company”) an aggregate of One Hundred Twenty Five Thousand (125,000) fully paid and nonassessable shares of Class A Common Stock (the “Common Stock”) of the Company (the “Warrant Securities”) at the exercise price of $0.60 per share, subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Class A Common Stock to the Company at the Company’s offices.  

          1.       Exercisability.  This Warrant may be exercised beginning on the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the “Exercise Period”), by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

          2.       Manner of Exercise.  In case of the purchase of less than all the Warrant Securities, at the request of the Holder 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 the Warrant Securities.  Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

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          If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

          3.       Adjustment in Number of Shares.

                    (A)       Adjustment for Reclassifications.  In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.  In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

                    (B)       Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all s ubject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

          4.       No Requirement to Exercise.  Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

          5.       No Stockholder Rights.  Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a

2 of 5

stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

          6.       Exchange.  This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

          7.       Elimination of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests.  All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

          8.       Reservation of Securities.  The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof.  The Company covenants and agrees that, upon exercise of this Warrant and issuance of the Warrant Securities, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

          9.       Notices to Holder.  If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

          (a)       the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

          (b)       the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefore; or

3 of 5

          (c)       a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

          10.      Transferability.  This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

          11.      Consent to Jurisdiction and Service.  The Company and the Holder hereby submit to the jurisdiction of any court of the county of Los Angeles, State of California, and of any federal court located therein, in any action or proceeding arising out of or in connection with this Warrant. 

          12.      Successors.  All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

          13.      Governing Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Los Angeles, California.



Dated: March 15, 2007                                                Material Technologies, Inc.,
                                                                                    a Delaware corporation


                                                                                    /s/ Robert M. Bernstein            
                                                                                    By:       Robert M. Bernstein
                                                                                    Its:        President

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NOTICE OF EXERCISE

TO:     Material Technologies, Inc.

          (1)       The undersigned hereby elects to purchase ________ shares of the common stock of Material Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

          (2)       Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the undersigned or in such other name as is specified below:

_____________________________
(Name)

_____________________________

_____________________________

(Address)

                                                                       
(Date)                                                                        
(Signature)

                                                                       
(Print name)

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EX-10.9

Exhibit 10.9


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

WARRANT

Material Technologies, Inc.

(Incorporated under the laws of the State of Delaware)

          THIS IS TO CERTIFY that, for value received, Condor Wealth Management, or its assigns (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Material Technologies, Inc., a Delaware corporation (the “Company”) an aggregate of One Hundred Twenty Five Thousand (125,000) fully paid and nonassessable shares of Class A Common Stock (the “Common Stock”) of the Company (the “Warrant Securities”) at the exercise price of $0.60 per share, subject to adjustment as provided in Section 3 below, (the “Exercise Price”), upon payment by cashier’s check or wire transfer of the Exercise Price for such shares of the Class A Common Stock to the Company at the Company’s offices. 

          1.       Exercisability.  This Warrant may be exercised beginning on the date hereof, in whole or in part, and up to the date which is three (3) years from the date hereof (the “Exercise Period”), by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by check or wire transfer of the Exercise Price.

          2.       Manner of Exercise.  In case of the purchase of less than all the Warrant Securities, at the request of the Holder 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 the Warrant Securities.  Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within five (5) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof; provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

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          If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

          3.       Adjustment in Number of Shares.

                    (A)       Adjustment for Reclassifications.  In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period.  In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

                    (B)       Adjustment for Reorganization, Consolidation, Merger.  In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 2 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all s ubject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

          4.       No Requirement to Exercise.  Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

          5.       No Stockholder Rights.  Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a

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stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

          6.       Exchange.  This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

          7.       Elimination of Fractional Interests.  The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests.  All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

          8.       Reservation of Securities.  The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof.  The Company covenants and agrees that, upon exercise of this Warrant and issuance of the Warrant Securities, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

          9.       Notices to Holder.  If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

          (a)       the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

          (b)       the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefore; or

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          (c)       a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed.

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale.  Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

          10.      Transferability.  This Warrant may be transferred or assigned by the Holder without notice or approval by the Company.

          11.      Consent to Jurisdiction and Service.  The Company and the Holder hereby submit to the jurisdiction of any court of the county of Los Angeles, State of California, and of any federal court located therein, in any action or proceeding arising out of or in connection with this Warrant. 

          12.      Successors.  All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

          13.      Governing Law.  THIS WARRANT SHALL BE GOVERNED, CONSTRUED AND INTERPRETED UNDER THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE RULES GOVERNING CONFLICTS OF LAW.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by the signature of its President and to be delivered in Los Angeles, California.



Dated: March 15, 2007                                                Material Technologies, Inc.,
                                                                                    a Delaware corporation


                                                                                    /s/ Robert M. Bernstein            
                                                                                    By:       Robert M. Bernstein
                                                                                    Its:        President

4 of 5

NOTICE OF EXERCISE

TO:     Material Technologies, Inc.

          (1)       The undersigned hereby elects to purchase ________ shares of the common stock of Material Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

          (2)       Please issue a certificate or certificates representing said shares of the Company’s common stock in the name of the undersigned or in such other name as is specified below:

_____________________________
(Name)

_____________________________

_____________________________
(Address)

                                                                       
(Date)                                                                        
(Signature)

                                                                       
(Print name)

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