**Exhibit 10.1**

**MATERIAL TECHNOLOGIES, INC.****INCENTIVE STOCK OPTION AGREEMENT**

          THIS INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of this 22nd day of April, 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:				          WHEREAS, the Board has authorized the granting to Optionee of an incentive stock option (“Option”) to purchase shares of common stock of the Company (the “Shares”) upon the terms and conditions hereinafter stated; and				          WHEREAS, the Board and stockholders of the Company have heretofore adopted a 2008 Incentive and Nonstatutory Stock Option Plan (the “Plan”), pursuant to which this Option is being granted;				          WHEREAS, it is the intention of the parties that this Option be an Incentive Stock Option (a “Qualified Stock Option”);				          NOW, THEREFORE, in consideration of the covenants herein set forth, the parties hereto agree as follows:				          1.       Shares; Price.  The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein stated, 30,000,000 Shares for cash (or other consideration acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price of $0.011 per Share, such price being not less than the fair market value per share of the Shares covered by these Options as of the date hereof and as determined by the Board of Directors of the Company.				          2.       Term of Option; Continuation of Employment.  This Option shall expire, and all rights hereunder to purchase the Shares shall terminate, ten years from the date hereof.  This Option shall earlier terminate as set forth in Paragraphs 5 and 6 hereof.  Nothing contained herein shall be construed to interfere in any way with the right of the Company to terminate the employment or engagement, as applicable, of Optionee or to increase or decrease the compensation of Optionee from the rate in existence at the date hereof.				          3.       Vesting of Option.  Subject to the provisions of Paragraphs 5 and 6 hereof, this Option shall vest and become exercisable during the term of Optionee's employment or engagement in whole or in part beginning on the date of this Agreement.				          4.       Exercise.  In order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time exercisable, Optionee must take the following actions:

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|           Where  | X =             | the number of shares of Common Stock to be issued to the Optionee                                                                                                                                    |
|-------------------------------------------------------------------------|-----------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                               |                 |                                                                                                                                                                                                      |
|                                                                         | Y =   | the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) |

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|              | A =   | the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) |
|--------------|-----------------|----------------------------------------------------------------------------------------------------------|
|    |                 |                                                                                                          |
|              | B =             | Exercise Price (as adjusted to the date of such calculation)                                             |

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Material Technologies, Inc.				11661 San Vicente Boulevard, Suite 707				Los Angeles, CA  90049				          **(1)**      ̈   The undersigned hereby elects to purchase ________ shares of the Common Stock of Material Technologies, Inc. (the “Company”) pursuant to the terms of the attached Option and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

                     ̈   The undersigned hereby elects to purchase ________ shares of the Common Stock of the Company pursuant to the terms of the cashless exercise provisions set forth in Section 4(b)(iv) of the attached Option, and shall tender payment of all applicable transfer taxes, if any.			          **(2)**           Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

________________________				(Name)				________________________				________________________				(Address)

          **(3)**          The undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Option have not been registered under the Securities Act of 1933, as amended (the “Act”), by reason of a specific exemption from the registration provisions of the Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Act, they must be held indefinitely unless subsequently registered under the Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144 adopted under the Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to 

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|                                                                         (Date) |                                                                         (Signature)                                                                        (Print name) |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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