**SUB-LICENSE AGREEMENT**

          THIS SUB-LICENSE AGREEMENT (the “Agreement”) is entered into as of October 25, 2007 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (“Sublicensor”), and Fatigue Solutions Corp., a California corporation (“Sublicensee”) (individually, a “Party”; collectively, the “Parties”).

                                                                    **RECITALS**

          **WHEREAS**, on August 26, 1993, Sublicensor entered into the License Agreement with the University of Pennsylvania (the “Exclusive License Agreement”) to acquire the exclusive, world-wide right and license, with the right to grant sublicense, to make, have made, use and sell “Penn Licensed Product(s)” in the “Field Of Use” (as those terms are defined in the Exclusive License Agreement); and			          **WHEREAS**, Sublicensor desires to grant to Sublicensee, and Sublicensee desires to receive from Sublicensor, a sub-license to make, have made, use and sell use, distribute, and sell Penn Licensed Product(s) in accordance with the terms and conditions contained in the Exclusive License Agreement.			          **NOW THEREFORE,** in consideration of the foregoing recitals and mutual covenants contained herein, the Parties agree as follows:

**ARTICLE 1****GRANT OF SUB-LICENSE**

          1.1       Grant of Sub-License.  Subject to the terms and conditions herein and in the Exclusive License Agreement, and on the basis of the representations, warranties and agreements herein contained, Sublicensee agrees to receive from Sublicensor, and Sublicensor agrees to grant to Sublicensee, a non-exclusive sub-license to make, have made, use and sell use, distribute, and sell Penn Licensed Product(s).			          1.2       Time and Place.  The closing of the transactions contemplated by this Agreement shall take place at the offices of Sublicensor, located at 11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049, immediately upon the full execution of this Agreement, the satisfaction of all conditions, and the delivery of all required documents, or at such other time and place as the Parties mutually agree upon (which time and place are hereinafter referred to as the “Closing”).			          1.3       Royalty.  In consideration for the Sub-License, Sublicensee shall pay to Sublicensor a royalty of 10% of all “Net Sales” and of all “Net Sales of Services” (as those terms are defined in the Exclusive License Agreement).  Royalties payable under this Agreement shall be paid within 90 days following the last calendar quarter in which the royalties accrue.

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**ARTICLE 2****SUBLICENSOR’S REPRESENTATIONS AND WARRANTIES**

          2.1       Representations and Warranties of the Sublicensor.  The Sublicensor represents and warrant to the Sublicensee, as of the Closing, that:				                    2.1.1        Sublicensor has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder;				                    2.1.2        Sublicensor has full power and authority to sub-license all of the rights, title and interests contained in this Agreement; and				                    2.1.3        no provision of law and no contract to which Sublicensor is a party prevents Sublicensor from performing the obligations hereunder.				          2.2       Disclosure.  No representation or warranty made by the Sublicensor in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Sublicensor or its representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished, to the best of Sublicensor’s knowledge and belief.				          2.3       Reliance.  The foregoing representations and warranties are made by the Sublicensor with the knowledge and expectation that the Sublicensee is placing reliance thereon.

**ARTICLE 3****SUBLICENSEE’S REPRESENTATIONS AND WARRANTIES**

          3.1       Representations and Warranties of the Sublicensee.  The Sublicensee represents and warrant to the Sublicensor, as of the Closing, that:				                    3.1.1    Sublicensee has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder;				                    3.1.2        no provision of law and no contract to which Sublicensee is a party prevents Sublicensee from performing the obligations hereunder; and				                    3.1.3        Sublicensee acknowledges that it is, and agrees to be bound by all of the terms set forth in the Exclusive License Agreement.				          3.2       Disclosure.  No representation or warranty made by the Sublicensee in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Sublicensee or its representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, 

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**ARTICLE 4****CONFIDENTIALITY & NONDISCLOSURE**

          4.1       Obligations.  Each Party (the “Receiving Party”) acknowledges and agrees that any business and technical information provided to the Receiving Party by the other Party (the “Disclosing Party”) hereunder constitutes the confidential and proprietary information of the Disclosing Party, and that the Receiving Party's protection thereof is essential to this Agreement and a condition to the Receiving Party's use and possession thereof.  The Receiving Party shall retain in strict confidence and not disclose to any third party (except as authorized by this Agreement) without the Disclosing Party's express written consent, any and all such information.  Licensee acknowledges and agrees that the Intellectual Property is confidential and proprietary information of Licensor.				          4.2       Exceptions.  The receiving Party shall be relieved of this obligation of confidentiality to the extent any such information:				                    (i)   was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party;				                    (ii)  the Receiving Party can prove was known to the Receiving Party, without restriction, at the time of disclosure as shown by the files of the Receiving Party in existence at the time of disclosure;				                    (iii) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party;				                    (iv)  the Receiving Party can prove was independently developed by the Receiving Party without any use of the Disclosing Party's confidential information and by employees or other agents of the Receiving Party who have not had access to any of the Disclosing Party's confidential information; or				                    (v)   becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights.				          4.3       Notification of Security Breach.  The Receiving Party agrees to notify the Disclosing Party promptly in the event of any breach of its security under conditions in which it would appear that the trade secrets contained in the Intellectual Property were 

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**ARTICLE 5****INDEMNIFICATION**

          Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement.  The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees.				          The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense.  If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.				          The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

**ARTICLE 5****TERM AND TERMINATION**

          6.1       Term.  Unless terminated earlier as provided herein, and pursuant to the terms of the Exclusive License Agreement, the Sub-License granted hereunder shall remain in effect under the same terms and conditions that Sublicensor holds the exclusive license under the Exclusive License Agreement, unless either this Agreement is terminated pursuant to Article 6.2 hereof or a Party 

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**ARTICLE 7****INFRINGEMENT AGAINST THIRD PARTIES**

          In the event that either Party learns of imitations or infringements of the Intellectual Property, that Party shall notify the other in writing of the infringements or imitations.  Sublicensor shall have the right to commence lawsuits against third persons arising from infringement of the Intellectual Property.  In the event that Sublicensor does not commence a lawsuit against an alleged infringer within 60 days of notification by Sublicensee, Sublicensee may commence a lawsuit against the third party.  Before filing suit, Sublicensee shall obtain the written consent of Sublicensor to do so and such consent shall not be unreasonably withheld.  Sublicensor will cooperate fully and in good faith with Sublicensee for the purpose of securing and preserving Sublicensee’s rights to the Intellectual Property.  Any recovery (including, but not limited to, a judgment, settlement or licensing agreement included as a resolution of an infringement dispute) shall be divided equally between the Parties after deduction and payment of reasonable attorneys’ fees to the party bringing the lawsuit.

**ARTICLE 8****GENERAL PROVISIONS**

          8.1       Incorporation by Reference.  The recitals, schedules, exhibits, and all documents (including, without limitation, all financial statements) delivered as part hereof or incident hereto are incorporated as a part of this Agreement by reference.				          8.2       Relationship of the Parties.  The sole relationship between the Parties shall be that of independent contractors.  Nothing herein shall be construed to constitute the Parties as legal partners, joint ventures, franchisees, or agents of each other, or impute any obligations, fiduciary or otherwise, express or implied, in any way whatsoever, on either of the Parties.  Neither Party shall make any warranties or representations, or assume or create any obligations on the other Party's behalf except as may be expressly permitted hereby and none have been made except as set forth herein.  Each Party shall be solely responsible for the actions of its respective employees, agents, and representatives.				          8.3       Third Party Beneficiaries.  Nothing expressed or implied herein is intended to confer, nor shall anything herein confer, upon any entity other than the Parties and their respective successors and assigns any rights, remedies, obligations or liabilities whatsoever.				          8.4       Assignment; Sub-license.  The benefits and obligations of this Agreement shall inure to and be binding upon the Parties and their respective successors and permitted assigns.  Neither Party shall transfer or assign any of its rights or delegate any of its obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party.  Any assignment or purported assignment in violation of this Article shall be null and void.  The Sub-License provided in this Agreement is not sub-licensable by Sublicensee.				          8.5       Choice of Law.  This Agreement and the rights of the Parties hereunder shall be governed by and construed in accordance with the laws of the State of California including 

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