MATECH Corp. Sample Contracts

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 19th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California

This INDEMNIFICATION AGREEMENT (“Agreement”) is entered into effective as of June 5, 2008 by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and Marybeth Miceli Newton (“Indemnitee”) (individually, a “Party”; collectively, the “Parties”).

RECITALS
Business Consulting Agreement • November 4th, 2002 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Illinois
TEAMING AGREEMENT No. 96-058
Teaming Agreement • April 30th, 1997 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • Texas
and
License Agreement • March 25th, 1998 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
Contract
Material Technologies Inc /Ca/ • January 5th, 2006 • Industrial instruments for measurement, display, and control • California

Company: Material Technologies, Inc. Company Address: 11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049 Closing Date: December 16, 2005 Maturity Date: December 16, 2008 Principal Amount: $200,000 First Payment Due Date: February 15, 2006

and
Repayment Agreement • March 19th, 1998 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”), dated as of August 28, 2008, is by and among Material Technologies, Inc., a Delaware corporation (“MaTech”) and Patrick Fischli, an individual (Patrick Fischli shall be referred to as the “Claimant”) (individually, a “Party”).

WARRANT AGREEMENT
Warrant Agreement • November 2nd, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California

This WARRANT AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2006 (the “Issuance Date”), by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and HYDE INVESTMENTS, LTD. (the “Holder”). The Company and the Holder hereby agree as follows: Section 1. Issuance of the Warrant; Transferability and Form of the Warrant.

EXHIBIT 10.3 AMENDMENT 1
License Agreement • April 30th, 1997 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 5th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California

Securities Purchase Agreement dated as of December 16, 2005 (this “Agreement”) by and between Material Technologies, Inc., a Delaware corporation, with principal executive offices located at 11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049 (the “Company”), and Golden Gate Investors, Inc., a California corporation (“Holder”). WHEREAS, Holder desires to purchase from the Company, and the Company desires to issue and sell to Holder, upon the terms and subject to the conditions of this Agreement, a Convertible Debenture of the Company in the aggregate principal amount of $200,000 (the “Debenture”); and WHEREAS, in conjunction with the Debenture, the Company has issued a Warrant to Purchase Common Stock to the Holder (the “Warrant”); and WHEREAS, upon the terms and subject to the conditions set forth in the Debenture and the Warrant, the Debenture and Warrant are convertible and exercisable, respectively, into shares of the Company’s Common Stock (the “Common S

TEAMING AGREEMENT
Teaming Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Delaware

THIS AGREEMENT, entered into this 6th day of June, 2008, e-RADLIK, Inc. a Delaware corporation with a principal place of business at 252 Denison Hill Road, North Stonington, CT 06359 (hereinafter “e-R”) and Material Technologies, Inc., a corporation located at 11661 San Vincente Blvd., Suite 707, Los Angeles, CA 90049 (hereinafter “MATECH”) (individually, a “Party”; collectively, the “Parties” or the “Team”).

MATERIAL TECHNOLOGIES, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • Delaware

THIS INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of this 23rd day of May, 2008, by and between Material Technologies, Inc., a Delaware corporation (“Company”), and Robert M. Bernstein (referred to herein as the “Optionee”), with reference to the following recitals of facts:

STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)
Stock Option Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

THIS STOCK OPTION AGREEMENT (this “Option”) is intended to certify that, pursuant to that certain Consulting Agreement with the Company of even date herewith, Kelly Shuster, an individual, or his assigns (collectively, the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase, 24,000 shares of Class B common stock of the Company (the “Option Shares”) from Robert M. Bernstein, an individual (the “Seller”), upon exercise at a purchase price of $0.50 per Option Share (the “Option Price”). 1. TERM. Subject to the terms of this Option, the Holder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the 9th day of April, 2008 and ending at 5:00 p.m., Pacific Time, on the 8th day of April, 2018 (the “Termination Date”), to purchase from the Seller the Option Shares upon payment to the Seller of the Option Price. Notwithstanding anything to the contrary contained in this Option or otherwise, the Holder shall not b

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STOCK OPTION AGREEMENT MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Company”)
Stock Option Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

THIS STOCK OPTION AGREEMENT (this “Option”) is intended to certify that, pursuant to that certain Consulting Agreement with the Company of even date herewith, Bud Shuster, an individual, or his assigns (collectively, the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase, 7,695,273 shares of Class A common stock of the Company (the “Option Shares”) upon exercise at a purchase price of $0.025 per Option Share (the “Option Price”), representing the fair market value of a share of Class A Common Stock on the date hereof, it being intended that the Holder shall receive Option Shares which, upon their exercise, will represent 4% of the Company’s total outstanding Class A common stock. This Option is fully vested. 1. TERM. Subject to the terms of this Option, the Holder shall have the right, at any time during the period commencing at 9:00 a.m., Pacific Time, on the 9th day of April, 2008 and ending at 5:00 p.m., Pacific Time, on the 8th day of April,

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • New York

AGREEMENT dated as of the 6th day of August, 2008 between the person whose name appears below (the “Investor”), and Material Technologies, Inc., a Delaware Corporation, having its principal executive office at 11661 San Vicente Boulevard, Suite 707, Los Angeles, CA 90048 (the “Company”).

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”), dated as of August 19, 2008, is by and among Material Technologies, Inc., a Delaware corporation (“MaTech”), RBC Dexia Investor Services Bank Luxembourg (“Julius Baer”), Anima S.G.R.P.A. Rubrica Anima America (“Anima”), and Kreuzfeld Ltd., (“Kreuzfeld”) (Julius Baer, Anima, and Kreuzfeld shall collectively be referred to as, the “Claimants”) (individually, a “Party”; collectively, the “Parties”).

CONSULTING AGREEMENT
Consulting Agreement • April 14th, 2008 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control

This Consulting Agreement (the “Agreement”) is made and entered into as of this 9th day of April, 2008, by and between Material Technologies, Inc., a Delaware corporation, (the “Company”) and Bud Shuster, an individual (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).

STOCK GRANT AND GENERAL RELEASE AGREEMENT
Stock Grant and General Release Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

This Stock Grant and General Release Agreement (“Agreement”) is entered into effective this 21st day of November, 2006 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), and Robert M. Bernstein, an individual (“Bernstein”). MaTech and Bernstein shall each be referred to as a “Party” and collectively as the “Parties.”

CONSULTING AGREEMENT
Consulting Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control

This Consulting Agreement (the “Agreement”) is made and entered into as of this 9th day of April, 2008, by and between Material Technologies, Inc., a Delaware corporation, (the “Company”) and Kelly Shuster, an individual (the “Consultant”) (individually, a “Party”; collectively, the “Parties”).

Material Technologies, Inc. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 15th, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California

This Securities Purchase Agreement (this “Agreement”) is made and entered into effective as of the 30th day of May, 2006 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (the “Company”), and La Jolla Cove Investors, Inc., a California corporation (the “Purchaser”). The Company and Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”

Contract
Stockholder Lockup Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control
AMENDMENT TO AGREEMENT
Amendment to Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Settlement Agreement dated August 19, 2008 by and among Matech Corp., a Delaware corporation (f/k/a Material Technologies, Inc.) (“MaTech”), RBC Dexia Investor Services Bank Luxembourg (“Julius Baer”), Anima S.G.R.P.A. Rubrica Anima America (“Anima”), and Kreuzfeld Ltd., (“Kreuzfeld”) and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”). All capitalized terms in this Amendment to Agreement, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement.

FINANCING ESCROW AGREEMENT
Financing Escrow Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

This Escrow Agreement (this “Agreement”) is dated as of July 31, 2008, by and between Material Technologies, Inc., a Delaware corporation (“MaTech”), on the one hand, Continental Advisors, SA (“Continental”), on the other hand, and Corporate Legal Services, LLP (the “Agent”), as escrow agent. Each of MaTech and Continental Advisors shall be referred to as a “Party” and collectively as the “Parties.”

SECURITY AGREEMENT
Security Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

SECURITY AGREEMENT dated as of July 31, 2008, by and between Material Technologies, Inc., a Delaware corporation (the “Borrower”, sometimes referred to herein as the “Grantor”), and KREUZFELD LTD. (“Lender”), in connection with that certain Secured Convertible Debenture, dated as of the date hereof (the “Debenture” or the “Loans”). Capitalized terms not otherwise defined herein shall have the meaning set forth in that certain Secured Convertible Debenture dated as of the same date hereof.

SETTLEMENT AGREEMENT AND RELEASE
Settlement Agreement and Release • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control

This Settlement Agreement and Mutual Release (herein the “Agreement”) is made as of December 27, 2006 (herein “Date of Execution”) by and between Stephen Forrest Beck (herein “Beck”), an individual with offices at 489 Pimiento Lane, Santa Barbara, CA 93108, on the one hand, and Material Technologies, Inc., a Delaware corporation with offices at 11661 San Vicente Boulevard, Suite 707, Los Angeles, CA 90049 (herein “Matech” or the “Company”) and Robert M. Bernstein, an individual with the same offices as Matech (herein “Bernstein”, and together with Matech, the “Respondents”). This Agreement is made for the purpose of finally and completely settling all claims by, among and between Beck and Respondents, as more fully specified and described below.

ACQUISITION AGREEMENT AMONG MATERIAL TECHNOLOGIES, INC., BRIDGE TESTING CONCEPTS, INC., AND BRENT PHARES
Acquisition Agreement • December 15th, 2008 • MATECH Corp. • Industrial instruments for measurement, display, and control • California

THIS ACQUISITION AGREEMENT (the “Agreement”), dated September 28, 2007, is by and among MATERIAL TECHNOLOGIES, INC., a Delaware corporation (the “Buyer”), BRIDGE TESTING CONCEPTS, INC., a California corporation (the “Company”), and BRENT PHARES, an individual (the “Seller”) (individually, a “Party”; collectively, the “Parties”).

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