<PAGE>
EXHIBIT 10.24

                                LICENSE AGREEMENT


     This License  Agreement  ("Agreement")  is entered into and effective as of
January 3, 2003 between Integrated  Technologies,  Inc., a Delaware  Corporation
("Licensee"),   and  Material   Technologies,   Inc.,  a  Delaware   corporation
("Licensor") with regard to the following facts:


                                 R E C I T A L S
                                 ---------------

     WHEREAS,   Licensor  has  developed  certain  proprietary   technology  for
detecting   metal  fatigue  and  measuring   metal  stress   (hereinafter   more
particularly defined as the "Technology"); and

     WHEREAS,  Licensee desires to obtain certain rights to use and practice the
Technology  in the Territory (as  hereinafter  defined) and Licensor  desires to
license the Technology to the Licensee  pursuant to the terms and conditions set
forth herein; and

     WHEREAS,   the  parties  hereto  may  have  access  to  the  other  party's
Proprietary  Information (as hereinafter  defined) as a result of the rights and
obligations as provided herein; and

     WHEREAS,  the  parties  desire to confirm  in  writing  the nature of their
confidential  relationship in regard to each other's Proprietary Information and
the terms by which each party will maintain and agree to maintain the secrecy of
the other party's Proprietary Information; and

     WHEREAS,  Licensee  has  entered  into a separate  License  Agreement  (the
"Austin Tech  Agreement")  concurrently  with the  execution  of this  Agreement
whereby  Licensee,  has been  granted a license to use certain  technology  (the
"Austin Tech  Technology")  developed  and owned by Austin  Tech,  LLC., a Texas
limited liability company ("Austin Tech"); and

     WHEREAS,  the parties  contemplate  the development by the Licensee and its
sublicensees  of markets which will make use of the Technology in the Territory;
and

     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  covenants,
agreements,  representations and warranties  contained herein, the parties agree
as follows:


                                A G R E E M E N T
                                -----------------

        1. Definitions.
           -----------

                  A. An "Affiliate" of a party shall mean an entity directly or
indirectly  controlling,  controlled by or under common  control with that party
where control means the ownership or control,  directly or  indirectly,  of more
than  fifty  percent  (50%) of all of the  voting  power of the shares (or other
securities  or rights)  entitled to vote for the  election of directors or other
governing  authority,  as of the date of this Agreement or hereafter  during the
term of this  Agreement;  provided  that  such  entity  shall be  considered  an
Affiliate only for the time during which such control exists.



                                       1
<PAGE>

                  B. "Disclosing Party" shall mean a party hereto that discloses
its Proprietary Information to the other party.

                  C. "Improvements" shall mean all inventions, modifications,
revisions,  alterations,  enhancements,   betterments,  ideas,  and  discoveries
(whether  or not  patentable)  conceived  or reduced to  practice  (actually  or
constructively)  by Licensor or Licensee  either  individually,  jointly or with
others  which are based in any way on the  Licensor's  Proprietary  Information,
Licensor's  Proprietary  Rights,  or  the  Licensor's  Technology  or  any  such
invention, modification,  revision, alteration, enhancement, betterment, idea or
discovery developed through reverse engineering or independent derivation.

                  D. "Proprietary Information" of a Disclosing Party shall mean
the following, to the extent previously,  currently or subsequently disclosed to
the  other  party  hereunder  or  otherwise:  all  trade  secrets,  confidential
knowledge and proprietary data of any kind or relating to the Disclosing Party's
business  including,  but  not  limited  to,  the  Proprietary  Rights,  and the
Technology and all the Improvements thereto.  Proprietary Information shall also
include information provided to a party by or on behalf of the other party prior
to the date of this Agreement as well as information  obtained  through  reverse
engineering or independent derivation. Proprietary Information by way of example
shall include, but not be limited to, technical  specifications,  diagrams, flow
charts, methods, processes,  discoveries,  concepts,  calculations,  techniques,
formulas,  systems,  plans,  designs,  research and development  plans, cost and
pricing data, records and general engineering know-how.  Proprietary Information
shall  include  all  information  and any idea in  whatever  form,  tangible  or
intangible,  including  electronic  data  recorded  or  retrieved  by any means.
Proprietary  Information  shall  not apply to  information  a party can prove by
presently  existing  written  documentation  which:  (i)  is in or  (through  no
improper  action or inaction by the party or any Affiliate,  agent, or employee)
enters the public domain and is readily  available without  substantial  effort;
(ii) was  rightfully in its  possession or known by it prior to receipt from the
Disclosing Party; or (iii) was rightfully  disclosed to the non-disclosing party
by another person  without  restrictions  or breach of any agreement  express or
implied.  The non-disclosing  party must promptly notify the Disclosing Party of
any  information  it  believes  comes  within  any  circumstance  listed  in the
immediately preceding sentence and will bear the burden of proving the existence
of any such circumstance by a preponderance of the evidence.

                  E. "Proprietary Rights" shall mean patent rights, copyrights,
trade secret rights and similar rights including all rights to any Proprietary
Information.

                  F. "Receiving Party" shall mean a party hereto that receives
Proprietary Information of the other party.

                  G. "Technology" shall mean inventions (whether or not
patentable),  ideas,  processes,  formulas and know-how  owned or  controlled by
Licensor  and  used by it as of the  date of this  Agreement,  as  described  in
Exhibit  "A"  attached  hereto,  and all  Improvements  together  with  detailed
reports, records, explanations,  Licensor's Proprietary Information,  Licensor's
Proprietary   Rights  and  other  materials   relating  to  the  Technology  and
Improvements and their use.

                  H. "Territory" shall mean the countries of Mexico, Brazil,
United  States  of  America,  Lebanon,  Saudi  Arabia,  Argentina,  United  Arab
Emirates, Jordan, Qatar, Kuwait, Egypt, Canada, Norway, Sweden, Finland, Denmark
and Iceland.

                                       2
<PAGE>

             2. License Grant. Subject to the terms and conditions set forth in
                -------------
this  Agreement,  Licensor  hereby grants  Licensee an  exclusive,  royalty free
license to use and  practice the  Proprietary  Rights in the  Technology  in the
Territory  during the Term (as  hereinafter  defined) of, and for the  permitted
uses (the  "Uses") set forth in Exhibit A-1 of this  Agreement.  Licensee  shall
have the right to sublicense its rights under this Agreement, but as a condition
to any sublicense,  each such  sublicensee  shall agree to be bound by the terms
and conditions set forth herein. Licensee shall be primarily liable for the acts
of each of its sublicensees.  Notwithstanding,  the foregoing Licensee shall not
be liable for any acts or omissions of its  sublicensees to the extent such acts
or  omissions  were  performed  or  omitted  pursuant  to  directions,   orders,
instructions,  recommendations  or supervision of Licensor.  Licensor  agrees to
license  to  Licensee,  on the  same  terms  and  conditions  contained  in this
Agreement,  any patent that  Licensor may obtain with respect to the  Technology
that is enforceable in the Territory.

            3. License Scope. Licensee's license hereunder is exclusive in the
               --------------
Territory for the Uses stated in Section 2, and Licensor shall not grant further
licenses for any Use of the Technology in the  Territory,  except as provided in
Section 13. No Proprietary  Rights granted under this Agreement will be marketed
directly  or  indirectly  by or under the  authority  of  Licensee  outside  the
Territory or by Licensor inside the Territory. Licensee shall not knowingly make
any use of the  Technology  which is not a permitted  Use or which would violate
local law.

           4. Ownership and Improvements.
              ---------------------------

                  A. Licensor as Sole Owner. Licensee acknowledges and agrees
                     -----------------------
that it does not now own, nor will it obtain any  interest  in, the  Proprietary
Information, Proprietary Rights or the Technology except for the license granted
herein.

                  B. All Improvements Assigned to Licensor. Licensee
                     -------------------------------------
acknowledges  and agrees that all  Improvements  with respect to the  Licensor's
Proprietary Information, Proprietary Rights or the Technology which are based in
any way on the Licensor's  Proprietary  Information,  Proprietary  Rights or the
Technology,  or any  Improvement  thereto  shall be the  exclusive  property  of
Licensor. Licensee agrees to assign, and does hereby assign, and agrees to cause
each of its Affiliates and sublicensees to assign to Licensor any and all right,
title,  and interest it may obtain in any such  Improvements,  including but not
limited  to, any and all  applications  for  Letters  Patent and all  divisions,
renewals,  continuations  and  continuations-in-part  thereof,  and all  Letters
Patent of the United  States  which may be granted  thereon and all reissues and
extensions thereof,  and all rights of priority under international  conventions
and  applications  for  Letters  Patent  which may  hereafter  be filed for such
Improvements in any country or countries  foreign to the United States,  and all
Letters  Patent  which may be granted  for such  Improvements  in any country or
countries  foreign  to the  United  States  and all  extensions,  renewals,  and
reissues thereof.  Licensor agrees to license, and does hereby license,  without
further consideration to Licensor, all such Improvements to Licensee pursuant to
the terms and conditions of this Agreement.

                  C. Cooperation. Licensee agrees to communicate to Licensor, in
                     ------------
writing and promptly upon becoming  aware  thereof,  any facts known to Licensee
respecting the Licensor's  Proprietary  Information,  Proprietary Rights and the
Technology,  and all Improvements thereto, and testify in any legal proceedings,
sign  all  lawful  papers,  execute  all  divisional,   continuing  and  reissue
applications,  make all rightful oaths and in general do everything  possible to
cooperate to effectuate the terms of this Section 4, all at Licensor's expense.

                                       3
<PAGE>

                  D. No Challenge to Ownership. Except in asserting rights
                    ---------------------------
granted  hereunder,  each party  agrees not to take any  action  challenging  or
opposing,   on  any  grounds  whatsoever,   the  ownership  of  any  Proprietary
Information, Proprietary Rights, Technology, Improvements, intellectual property
rights of the other party therein, or the validity or enforceability thereof.

        5. Reserved.
           ---------

        6. No Restriction on Competition. Nothing in this Agreement shall be
          -------------------------------
deemed to  prohibit  Licensee  from  developing,  making,  using,  marketing  or
otherwise  distributing or promoting any proprietary rights competitive with the
Technology licensed hereunder, provided that:

               i) Licensee does not breach any provision of Section 9 or
disparage the Proprietary Rights licensed hereunder in doing so; and

               ii) Licensee will use its reasonable best efforts to primarily
promote, market, and use the Technology.

        7. Representations and Warranties of Licensor. Licensor hereby makes the
           ------------------------------------------
following representations and warranties as of the date of this Agreement.

               A. Organization and Power of Licensor. Licensor is a corporation
                  ----------------------------------
duly  incorporated,  validly existing and in good standing under the laws of the
State of Delaware, with all necessary corporate power and corporate authority to
execute  this  Agreement,  perform  its  obligations  hereunder  and conduct its
business and own its properties as presently conducted and owned.

                  B. Authority Relative to this Agreement. The execution,
                    --------------------------------------
delivery and  performance of this Agreement by Licensor and the  consummation of
the transactions contemplated hereunder have been duly authorized by any and all
necessary  corporate action of Licensor and this Agreement  constitutes a legal,
valid and  binding  obligation  of  Licensor  enforceable  against  Licensor  in
accordance with its terms.

                  C. No Violation of Other Instruments. The execution, delivery
                     ----------------------------------
and performance of this Agreement by Licensor does not, and the  consummation by
Licensor of the  transactions  contemplated  hereunder will not: (a) violate any
provision of the Certificate of Incorporation or Bylaws of Licensor; (b) require
the consent of third  parties,  (c) violate any  provision  of, or  constitute a
default  under  or  breach  of,  or  result  in the  imposition  of any  lien or
encumbrance  or the  acceleration  of any  obligation  under,  or  result in the
termination  of, any contract,  mortgage,  franchise,  court order,  arbitration
award,  judgment  or decree to which  Licensor  is a party,  or (d)  violate any
statute,  rule,  regulation or prohibition  imposed by any regulatory  authority
making it illegal for Licensor to consummate the  transactions  contemplated  by
this Agreement.

                  D. License Grant. Licensor has the sole right to grant the
                     -------------
licenses granted by it hereunder.

                                       4
<PAGE>
                  E. Rights Granted.
                     --------------

                  (a) to the best knowledge of Licensor, Licensor owns the
patent or other rights granted hereunder and Licensor's  ownership does not, and
will not, conflict with, infringe on, or otherwise violate any rights of others;

                  (b) Licensor has not sold, transferred or assigned, or agreed
to sell,  transfer or assign,  any patent or other rights granted  hereunder for
the Permitted Uses and in the Territory described herein; and

                  (c) Licensor is informed and to its best knowledge, is not
aware of any  infringement or alleged  infringement by others of any such patent
or other rights granted  hereunder.  Licensor has not infringed,  and is not now
infringing,  on any patent or other rights  granted  hereunder  belonging to any
other person or firm.


        8. Representations and Warranties of Licensee.
           ------------------------------------------

                  A. Organization and Power of Licensee. Licensee is a
                     ----------------------------------
corporation duly  incorporated,  validly existing and in good standing under the
laws of the state of Delaware with all necessary  corporate  power and corporate
authority to execute  this  Agreement,  perform its  obligations  hereunder  and
conduct its business and own its properties as presently conducted and owned.

                  B. Authority Relative to this Agreement. The execution,
                     ------------------------------------
delivery and  performance of this Agreement by Licensee and the  consummation of
the transactions contemplated hereunder have been duly authorized by any and all
necessary  corporate action of Licensee and this Agreement  constitutes a legal,
valid and  binding  obligation  of  Licensee  enforceable  against  Licensee  in
accordance with its terms.

                  C. No Violation of Other Instruments. The execution, delivery
                     ----------------------------------
and performance of this Agreement by Licensee does not, and the  consummation by
Licensee of the  transactions  contemplated  hereunder will not: (a) violate any
provision of the Certificate of Incorporation or Bylaws of Licensee; (b) require
the consent of third  parties,  (c) violate any  provision  of, or  constitute a
default  under  or  breach  of,  or  result  in the  imposition  of any  lien or
encumbrance  or the  acceleration  of any  obligation  under,  or  result in the
termination  of, any contract,  mortgage,  franchise,  court order,  arbitration
award,  judgment  or decree to which  Licensee  is a party,  or (d)  violate any
statute,  rule,  regulation or prohibition  imposed by any regulatory  authority
making it illegal for Licensee to consummate the  transactions  contemplated  by
this Agreement.

        9. Confidentiality. Each party recognizes the importance to the other of
           ----------------
the other's Proprietary Information. Accordingly, each party agrees as follows:

                  A. The Receiving Party agrees (i) to hold the Disclosing
Party's  Proprietary  Information  in  confidence as a fiduciary and to take all
reasonable  precautions  to protect  such  Proprietary  Information  (including,
without limitation,  all precautions the Receiving Party employs with respect to
its  confidential  materials),  (ii)  not  to  divulge  (except  pursuant  to  a
sublicense granted by Licensee as allowed under Section 2) any such Proprietary


                                       5
<PAGE>

Information or any information derived therefrom to any third person,  (iii) not
to make any use whatsoever at any time of such Proprietary Information except as
expressly  authorized in this  Agreement,  and (iv) not to remove or export from
the United  States or reexport any such  Proprietary  Information  or any direct
product  thereof  except in compliance  with and with all licenses and approvals
required  under  applicable  export  laws  and  regulations,  including  without
limitation,  those of the U. S.  Department  of Commerce.  Without  granting any
right or license,  the Disclosing  Party agrees that the foregoing  clauses (i),
(ii) and (iii) shall not apply with respect to information  the Receiving  Party
can  document  (i) is in or  (through  no  improper  action or  inaction  by the
Receiving  Party or any Affiliate,  agent or employee)  enters the public domain
(and is readily available without substantial effort), or (ii) was rightfully in
its  possession or known by it prior to receipt from the  Disclosing  Party,  or
(iii) was rightfully disclosed to it by another person without  restriction,  or
(iv)  was  independently  developed  by it by  persons  without  access  to such
information  and without use of any  Proprietary  Information  of the Disclosing
Party.  The Receiving  Party must promptly  notify the  Disclosing  Party of any
information it believes comes within any circumstance  listed in the immediately
preceding sentence and will bear the burden of proving the existence of any such
circumstance by clear and convincing  evidence.  Each party's  obligations under
this Section 9 shall  terminate two (2) years after the date of this  Agreement.
Licensor  shall have the right to review the  measures  used by Licensee and its
sublicensee(s)   and  suggest  reasonable  changes  to  protect  the  Licensor's
proprietary rights.

                  B. Immediately upon termination of this Agreement, the
Receiving  Party  will  turn  over  to  the  Disclosing  Party  all  Proprietary
Information  of the Disclosing  Party and all documents or media  containing any
such Proprietary Information and any and all copies or extracts thereof.

                  C. The Receiving Party acknowledges and agrees that due to the
unique nature of the Disclosing Party's Proprietary Information, there can be no
adequate  remedy at law for any breach of its  obligations  hereunder,  that any
such breach may allow the Receiving  Party or third parties to unfairly  compete
with the Disclosing Party resulting in irreparable harm to the Disclosing Party,
and therefore,  that upon any such breach or any threat thereof,  the Disclosing
Party shall be entitled to appropriate  equitable relief in addition to whatever
remedies it might have at law and to be indemnified by the Receiving  Party from
any loss or harm,  including,  without  limitation,  lost profits and attorneys'
fees,  in connection  with any breach or  enforcement  of the Receiving  Party's
obligations hereunder or the unauthorized use or release of any such Proprietary
Information.  The Receiving  Party will notify the  Disclosing  Party in writing
immediately  upon the  occurrence  of any  such  unauthorized  release  or other
breach.  Any breach of this Section 9 will  constitute a material breach of this
Agreement.

        10. Patent Matters.
            ---------------

                  A. Patent Applications. Licensor retains the sole right and
                     -------------------
discretion to file and prosecute patent applications and maintain patents in the
Territory  relating  to the  Proprietary  Rights  or any  Improvements  made  by
Licensor.  At Licensee's  request while Licensee  remains an exclusive  licensee
hereunder,  Licensor will discuss its decisions on these matters with  Licensee,
but Licensee will not attempt to file or prosecute any such patent  applications
or maintain any such patent (i) except as Licensor may, in its sole  discretion,
approve in writing,  and (ii) except that Licensee may continue  maintenance  of
licensed  patents  issued in the Territory if Licensor  elects not to do so. Any
improvements to Technology (whether or not patentable or copyrightable) that are
developed by either  party shall be owned  solely by Licensor.  Each party shall
have the right,  at its own expense,  and solely in its own name,  to apply for,
prosecute and defend its Proprietary Rights. Licensor's existing relevant


                                       6
<PAGE>

patents  and  patent  applications  in the  United  States  of  America  and the
Territory are listed on Exhibit "B".

                  B. Patent Infringement. If Licensee becomes aware of any
                     --------------------
product or activity of any third party that involves  infringement  or violation
of any Licensor patent or other Proprietary Right with respect to the Technology
in the Territory,  then Licensee shall  promptly  notify  Licensor in writing of
such infringement or violation.  Licensor may in its discretion take or not take
whatever action it believes is  appropriate;  if Licensor elects to take action,
Licensee will fully cooperate  therewith at Licensor's expense. If Licensor does
not,  within 90 days after receipt of such a notice of a patent  infringement or
other  infringement  or  violation  within  the  scope  of  the  exclusivity  of
Licensee's  license hereunder,  commence action directed towards  restraining or
enjoining  such patent  infringement,  Licensee,  so long as it is an  exclusive
licensee  hereunder,  may  take  such  legally  permissible  action  as it deems
necessary  or  appropriate  to  enforce  Licensor's  patent or other  rights and
restrain such infringement or violation. Licensor agrees to cooperate reasonably
in  any  such  action  initiated  by  Licensee  including   supplying  essential
documentary   evidence  and  making  essential   witnesses  then  in  Licensor's
employment available. As part of such cooperation, Licensee may join Licensor as
a party, if the need arises.

                  C. Patent Awards. If Licensor initiates and prosecutes any
                     --------------
such an action under this Section 10, all legal expense  (including  court costs
and  attorneys'  fees) shall be for  Licensor's  account and  Licensor  shall be
entitled  to all of the  amounts  awarded  by  way of  judgment,  settlement  or
compromise after deduction of legal expenses.  Similarly,  if Licensee initiates
and prosecutes  such an action,  all legal expenses  (including  court costs and
attorneys' fees) shall be for Licensee's  account and Licensee shall be entitled
to all amounts  awarded by way of judgment,  settlement,  or  compromise  and no
royalties  shall be owed  Licensor on said sums.  Any  nonmonetary  awards shall
inure to the benefit of the Licensor.

                  D. Patent Searches. Licensee and Licensor understand that each
                     ----------------
of the parties has not conducted comprehensive patent searches in the Territory.
Licensor and Licensee agree to work  cooperatively  regarding issues  concerning
patents and Proprietary  Rights and similar  matters and to exercise  reasonable
business  judgment  in  carrying  out the  objects  of this  Agreement  to avoid
exposing  either  party  to  liability  under  patent  or  similar  laws  in the
Territory.  Each  party  represents  and  warrants  that  it  is  not  aware  of
infringement or potential infringement issues that have not been communicated to
the other in writing before execution of this Agreement.

        11. Term and Termination.
            ---------------------

                  This Agreement will remain in effect until January 1, 2005
("Term"), unless terminated pursuant to this Section.

                  If a party materially breaches a material provision of this
Agreement,  the other party may terminate  this  Agreement  upon 60 days written
notice  unless the breach is cured within the notice  period or if the breach is
incapable of being cured within the notice period the breaching  party commences
curative  action  and  diligently  prosecutes  curative  action  to  completion.
Notwithstanding,  the foregoing if Licensee  fails to make payments  pursuant to
this  Agreement or the Austin Tech Agreement and such breach is not cured within
thirty (30) days after  written  notice of such breach,  Licensor may  terminate
this Agreement.

                                       7
<PAGE>

                  In the event of any termination of this Agreement, the rights
and licenses  granted  Licensee under this  Agreement and Licensee's  obligation
hereunder  shall  terminate and  Licensor's  obligations to negotiate or provide
goods, services, facilities, technology or information shall cease but all other
provisions of this Agreement will continue in accordance  with their terms.  Any
sublicenses surviving termination may be terminated by the granting party in the
same  manner  as  provided  in this  Section  11 if the other  party  materially
breaches a material  surviving  provision of this  Agreement.  A sublicense will
survive termination and continue according to its terms provided that (i) it was
properly  granted,  (ii) all the  restrictions and limitations of this Agreement
shall apply to the  sublicensee  as though this  Agreement  continued in effect,
(iii) Licensor shall receive all  consideration  due, if any, in connection with
the  sublicense  and  (iv) in  addition  to any  termination  rights  under  the
sublicense agreement, Licensor shall be entitled to terminate such sublicense on
the same basis as is provided herein for termination of this Agreement.

                  Neither party shall incur any liability whatsoever for any
damage,  loss or expenses of any kind  suffered or incurred by the other arising
from or incident to any  termination  of this Agreement (or any part thereof) by
such party which  complies with the terms of the  Agreement  whether or not such
party is aware of any such damage, loss or expenses.

                  Termination is not the sole remedy under this Agreement and,
whether  or  not  termination  is  effected,  all  other  remedies  will  remain
available.

        12. Independent Contractors. The parties are independent contractors and
            -----------------------
not partners,  joint venturers or otherwise affiliated and neither has any right
or authority to bind the other in any way.

        13. Assignment. The rights and obligations of the parties under this
            -----------
Agreement may not be assigned or transferred,  without the prior written consent
of the other party which  consent  may be  withheld in either  party's  sole and
absolute discretion.

        14. Successors and Assigns. This Agreement and all the covenants,
            ----------------------
promises and agreements  contained herein shall be binding upon and inure to the
benefit of Licensor and Licensee and their respective successors and assigns.

        15. Intentionally not used.
            -----------------------

        16. Infringement. In the event of institution of any suit against
            -------------
Licensee alleging infringement or misappropriation of any patent or other rights
of a third  party by reason of the use of the  Technologies  or the  Proprietary
Rights  to the  Technology,  Licensor  agrees,  on  request  of  Licensee,  made
immediately after institution thereof,

                  (a) to undertake and diligently conduct, at Licensor's
expense, defense of such suit, and

                  (b) to indemnify and hold Licensee and its officers,
directors,   agents  and  employees  harmless  from  liability   resulting  from
infringement or misappropriation of any patents,  copyrights or other rights and
any  judgments,  awards of damages,  settlements,  attorneys'  fees and expenses
which may result therefrom.

                                       8
<PAGE>

Licensee shall render all reasonable  assistance to Licensor in connection  with
any suit to be defended by Licensor  under this Section 16.  Licensor shall have
full  control of the  defense of any such suit,  but shall not be free to settle
the same without the consent of Licensee if by the settlement  Licensee would be
obliged to make payments, or if the settlement would cause a material impairment
of the ability of Licensee to continue its operations.

        17.       Miscellaneous.
                  --------------

                  A. Amendment and Waiver. Except as otherwise expressly
                     --------------------
provided  herein,  any  provision  of  this  Agreement  may be  amended  and the
observance of any provision of this Agreement may be waived (either generally or
any particular instance and either retroactively or prospectively) only with the
written consent of the parties.

                  B. Governing Law and Legal Actions. This Agreement shall be
                     --------------------------------
governed  by and  construed  under the laws of the State of  California  and the
United States without regard to conflicts of laws provisions thereof and without
regard to the United Nations  Convention on Contracts for the International Sale
of Goods.  The sole  jurisdiction  and venue for actions  related to the subject
matter  hereof shall be the  California  state and U. S. federal  courts  having
within their jurisdiction the County of Los Angeles. Both parties consent to the
jurisdiction  of such courts and agree that  process may be served in the manner
provided  herein for giving of notices or otherwise as allowed by  California or
federal law. In any action or proceeding to enforce rights under this Agreement,
the prevailing party shall be entitled to recover costs and attorneys' fees.

                  C. Headings. Headings and captions are for convenience only
                     --------
and are not to be used in the interpretation of this Agreement.

                  D. Notices. All notices required or permitted under this
                     -------
Agreement shall be in writing, shall be sent to the party's address as set forth
immediately below, shall reference this Agreement, and shall be deemed given (i)
when  delivered  personally;  (ii)  three  (3) days  after  having  been sent by
registered or certified mail, return receipt requested,  postage prepaid;  (iii)
one (1) day after deposit with a commercial  overnight carrier with verification
of receipt; or (iv) when sent by confirmed telex or facsimile.

                  "Licensor"                  Material Technologies, Inc.


                                              Fax: (   )


                  "Licensee"                  Integrated Technologies, Inc.
                                              11661 San Vicente Blvd., Ste 707
                                              Los Angeles, CA  90049
                                              Fax: (310) 473-3177



                                       9
<PAGE>

A party may change its  address  for  purposes  of  receiving  notices by giving
notice of said change of address in the manner provided for herein.

                  E. Entire Agreement. This Agreement supersedes all proposals,
                     ----------------
oral or written,  all  negotiations,  conversations,  or discussions  between or
among the parties  relating to the subject matter of this Agreement and all past
dealing or industry custom.  This Agreement and the attached  Exhibits  contains
the entire  agreement and  understanding  of the parties hereto and there are no
promises,  representations,  warranties,  or  understandings  other  than  those
contained herein.

                  F. Force Majeure. Neither party hereto shall be responsible
                     --------------
for any failure to perform its obligations  under this Agreement if such failure
is  caused  by  acts of God,  war,  strikes,  revolutions,  lack or  failure  of
transportation  facilities,  laws or  governmental  regulations  or other causes
which are beyond the reasonable  control of such party.  Obligations  hereunder,
however,  shall in no event be  excused  but shall be  suspended  only until the
cessation  of any cause of such  failure.  In the event that such force  majeure
should obstruct  performance of this Agreement for more than six (6) months, the
parties hereto shall consult with each other to determine whether this Agreement
should be  modified.  The party facing an event of force  majeure  shall use its
best  endeavors  in order to remedy that  situation  as well as to minimize  its
effects.  A case of force  majeure shall be notified to the other party by telex
or telefax  within thirty (30) days after its  occurrence and shall be confirmed
by a letter.

                  G. Export Control. Each party hereby agrees to comply with all
                     --------------
export laws and  restrictions  and  regulations of the Department of Commerce or
other United States or foreign agency or authority, and not to knowingly export,
or allow the export or re-export of any Technology or Proprietary Information or
any  direct  product  thereof in  violation  of any such  restrictions,  laws or
regulations, without all required licenses and authorizations.

                  H. Severability. If any provision of this Agreement is held
                     ------------
illegal,  invalid or  unenforceable by a court of competent  jurisdiction,  that
provision will be limited or eliminated to the minimum extent  necessary so that
this Agreement shall otherwise remain in full force and effect and enforceable.

                  I. Basis of Bargain. Each party recognizes and agrees that the
                     -----------------
liability and remedy  limitations in this  Agreement are a materially  bargained
for basis of this  Agreement  and that they have been  taken  into  account  and
reflected in determining the  consideration to be given by each party under this
Agreement and in the decision by each party to enter into this Agreement.

                  J. Counterparts. This Agreement may be executed in any number
                     -------------
of  counterparts  and by facsimile,  and each such  counterpart  hereof shall be
deemed to be an original  instrument,  but all such counterparts  together shall
constitute but one agreement.  In the event of facsimile signature,  the parties
hereto  agree  to  deliver  the  original  signature  pages to  counsel  for the
respective  parties  within  ten  (10)  calendar  days  after  the  date of this
Agreement.

                                       10
<PAGE>

                  K. Further Actions. The parties hereto hereby agree to execute
                     ----------------
such  other  documents  and to  take  such  other  action  as may be  reasonably
necessary to further the purposes of this Agreement.

        IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first written above.

LICENSEE:                                      LICENSOR:

INTEGRATED TECHNOLOGIES, INC.                  MATERIAL TECHNOLOGIES, INC.

By:  Robert M. Bernstein
                                               By: Robert M. Bernstein
Title: President
                                               Title:  Chief Executive Officer





                                       11
<PAGE>







                                    EXHIBIT A
                                   TECHNOLOGY

Technologies that_____________________________________________.






                                       12
<PAGE>


                                   EXHIBIT A-1
                                 PERMITTED USES

The  Permitted  Uses  for  the  Technology   shall  be  defined  as  only  those
applications in which the Technology is used in combination with, simultaneously
or as an  integral  part  of  the  Austin  Tech  Technology.  Additionally,  the
Technology can only be used in the following markets: a) bridges, b) tunnels, c)
tank farms, and d) railroads.

In the event any  application  has the ability to use only the Technology or the
Austin Tech Technology  without the use of the other technology such application
shall not be a Permitted Use for the Company. In such event Licensor,  or Austin
Tech, as the case may be, may pursue such non  permitted  use of the  respective
technology on its own.






                                       13
<PAGE>



                                    EXHIBIT B



                         PATENTS AND PATENT APPLICATIONS


        United States of America

                  None





        Mexico

                  None


                                       14


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