matechexh10_63.htm


    
      
 


    Exhibit
10.63

     

    CONSULTING
AGREEMENT

     

    This
Consulting Agreement (the “Agreement”) is entered into effective as of April 30,
2008, by and between Material Technologies, Inc., a Delaware corporation (the
“Company”), and London Finance Group, Ltd., a California corporation
(“Consultant”).

     

    WHEREAS,
the Company desires to acquire or merge with other businesses, dispose of
businesses or assets, enter into strategic relationships, and/or enter into
investment banking relationships, and to secure valuable management consulting
to assist the Company in its operations, strategy and in its negotiations with
vendors, customers and strategic partners (the “Company
Objectives”);

     

    WHEREAS,
the Company recognizes that the Consultant can contribute to finding, analyzing,
structuring and negotiating business sales and/or acquisitions, joint ventures,
alliances and other desirable projects, including the Company Objectives, which
contribution is of great value to the Company and its shareholders;

     

    WHEREAS,
the Company believes it to be important both to the future prosperity of the
Company Objectives and to the Company’s general interest to retain Consultant,
on a non-exclusive basis, and have Consultant available to the Company for
consulting services in the manner and subject to the terms, covenants, and
conditions set forth herein;

     

    WHEREAS,
in order to accomplish the foregoing, the Company and Consultant desire to enter
into this Agreement, effective as of the date set forth above, to provide
certain assurances as set forth herein.

     

    NOW
THEREFORE, in view of the foregoing and in consideration of the premises and
mutual representations, warranties, covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:

     

    
      	
              1.

            	
              Retention.  The
      Company hereby retains the Consultant during the Consulting Period (as
      defined in Section 2 below), and Consultant hereby agrees to be so
      retained by the Company, all subject to the terms and provisions of this
      Agreement.

            


    

     

    
      	
              2.

            	
              Consulting
      Period.  The Consulting Period shall commence on May 1,
      2008 and terminate no earlier than May 1,
  2010.

            


    

     

    
      	
              3.

            	
              Duties
      of Consultant.  During the Consulting Period, the
      Consultant shall use its reasonable and best efforts to perform those
      actions and responsibilities necessary to assist the Company with
      achieving the Company Objectives, as instructed by the Company from time
      to time, including (i) identifying, analyzing, structuring and/or
      negotiating business sales and/or acquisitions, including without
      limitation, merger agreements, stock purchase agreements, and any other
      agreements relating to such
sales

            


    


    
      
         


      

      
        1

        
          
 

      

      
         


      

    


    
      	
               
      

            	
              or
      acquisitions (provided that Consultant shall not engage in any capital
      raising activities), (ii) assist the Company in its corporate strategies,
      (iii) assist the Company in the implementation of its business plan, (iv)
      assist the Company in the negotiation, documentation and closing of
      strategic alliances, partnerships, joint ventures, consulting agreements
      and agreements for the sale of the Company’s products, in each case as
      requested by the Company (the “Services”).  If the Company, in
      its sole and absolute discretion, determines to undertake one or more
      transactions described above, the Company shall use its best efforts to
      provide all necessary financing required in order to purchase businesses
      approved by the Company, including cash or
      securities.  Consultant shall render such Services diligently
      and to the best of its ability.  Notwithstanding anything herein
      to the contrary, Consultant shall not engage in any capital raising
      activity, and shall not be responsible for selling, or soliciting the sale
      of, any securities, or maintaining a market for the Company’s
      securities.  The Company may engage such other consultants,
      investment bankers or other advisers with respect to the activities set
      forth in the immediately preceding sentence as the Company shall deem
      appropriate in its sole and absolute discretion, and Consultant shall not
      be entitled to any fees or commissions arising out of the activities of
      such other consultants, investment bankers or other advisors, unless
      Consultant provides Services with respect to such activities, subject to
      the limitations set forth in the second sentence of Section 5(c)
      hereof.

            


    

     

    
      	
              4.

            	
              Other
      Activities of Consultant.  The Company recognizes that
      Consultant shall perform and be compensated for only those services that
      are reasonably required to accomplish the goals and objectives set forth
      herein, and that Consultant shall provide services to other businesses and
      entities other than the Company.  Consultant shall be free to
      directly or indirectly own, manage, operate, join, purchase, organize or
      take preparatory steps for the organization of, build, control, finance,
      acquire, lease or invest or participate in the ownership, management,
      operation, control or financing of, or be connected as an officer,
      director, employee, partner, principal, manager, agent, representative,
      associate, consultant, investor, advisor or otherwise with (collectively,
      be “Affiliated” with), any business or enterprise, or permit its name or
      any part thereof to be used in connection with any business or enterprise,
      engaged in any business.  Consultant may be Affiliated with any
      entity or entities which may provide services to the Company; provided,
      however, that the Company shall not be required to engage any such entity
      Affiliated with Consultant for any purpose
      whatsoever.  Consultant shall not be deemed to be a fiduciary of
      the Company, or to have any fiduciary duties whatsoever to the
      Company.  The Consultant may provide consulting services to, or
      be affiliated with, or participate with, any third party who does business
      with, or invests in or lends to the Company, and there shall be no
      fiduciary obligation on the part of the
  Consultant.

            


    

     

    
      	
              5.

            	
              Compensation.  In
      consideration for Consultant entering into this Agreement and the Services
      provided hereunder, the Company shall compensate Consultant as
      follows:

            


    


    
      
         


      

      
        2

        
          
 

      

      
         


      

    

     

    
      	 	
              a.

            	
              Monthly
      Fees and Benefits:

            


       

    

    
      	
               
      

            	
              i.

            	
              Retainer.  The
      Company shall pay a monthly fee to Consultant of Twenty Thousand Dollars
      exactly ($20,000), on the first day of each month, commencing on July 1,
      2008.

            


    

     

    
      	
               
      

            	
              ii.

            	
              Expenses.  The
      Company shall pay all reasonable expenses incurred during the Consulting
      Period by the Consultant for business purposes related to or in
      furtherance of the goals and objectives of the Company and/or the
      provision of the Services (collectively, “Company Purposes”), including,
      without limitation, expenses incurred with respect to the Consultant’s
      travel (including first class travel for flights of greater than two hour
      duration), meals, entertainment, lodging and other customary and
      reasonable expenses for Company Purposes.  The Company shall pay
      such expenses directly, or, upon submission of bills, receipts and/or
      vouchers by the Consultant, by direct reimbursement to the
      Consultant.

            


    

     

    
      	
               
      

            	
              b.

            	
              Warrants.  The
      Company shall issue to Consultant or its designees a warrant to purchase
      up to an aggregate of 5,000,000 shares of Common Stock at an exercise
      price of $0.10 per share, which shall vest immediately, and which may be
      exercised at any time after the date hereof, substantially in the form
      attached hereto (the “Warrants”).  The common stock issuable
      upon exercise of the Warrants shall be registered by the Company at its
      expense on the next registration statement filed by the
      Company.  The Warrants shall be issued after giving effect to an
      anticipated one for one thousand reverse stock
    split.

            


    

     

    
      	
               
      

            	
              c.

            	
              Fees
      for Acquisition Transactions.  The Company shall pay to
      the Consultant a fee equal to ten percent (10%) (i) of the aggregate
      consideration paid for any acquisition or sale by the Company or any of
      its subsidiaries or affiliates of any business, corporation or division (a
      “Target”), or (ii) of the amount paid to or by the Company pursuant to any
      license, joint venture, partnership, grant, research and development
      agreement or any other agreement similar to the foregoing agreements
      between the Company or its subsidiaries or affiliates on the one hand, and
      any third party introduced to the Company by the Consultant on the other
      hand.  Any fee payable pursuant to clause (i) or (ii) above
      shall be due only if any party to the transaction has been introduced by
      Consultant, or if Consultant provides assistance or
      advice.  Such transactions shall include, but shall not be
      limited to, acquisitions by stock purchase agreement, merger agreement,
      plan of reorganization, asset purchase agreement or license agreement,
      license agreements, purchase or sale agreements, purchase orders, research
      and development agreements, marketing or distribution agreements or any
      other agreement pursuant to which the Company receives consideration from
      a party identified by, or introduced by, the Consultant, or with respect
      to which Consultant provided assistance.  The fee shall be paid
      to Consultant when the consideration paid or received by the Company is
      actually paid or received by the Company, and in the same form as the
      consideration received by the Company,
as

            


    


    
      
         


      

      
        3

        
          
 

      

      
         


      

    


    
      	
               
      

            	
              described
      below.  Notwithstanding the foregoing, to the extent the
      Consultant is required to have a securities broker-dealer license in order
      to lawfully be paid any such fee, the fee will not be payable to
      Consultant.

            


    

     

    
      	
               
      

            	
              The
      above fee schedule will be applied to the total purchase price, which
      shall include all cash paid, installment notes and/or securities issued,
      any shareholder indebtedness canceled, the fair market value of any assets
      retained (subject to the last sentence of this paragraph) and any other
      form of payment made to the seller of the assets or securities or its
      shareholders in connection with or arising from such transaction,
      including any contingent payments, consideration to be paid in the form of
      earnouts, equity appreciation rights, covenant not to compete payments
      paid to the seller of any assets or securities or the shareholders
      thereof, marketing agreements, royalties, employment or consulting
      contracts and other similar compensation arrangements arising from the
      transaction (provided, however, that reasonable amounts paid or to be paid
      pursuant to any such contracts or arrangements for services actually
      rendered or to be rendered shall not be included), any consideration
      placed in escrow and the amount of any indebtedness remaining or assumed
      on an acquired company’s financial statements at the time of
      closing.  Subject to the following sentence, Consultant=s
      fees shall be fully due and payable at the closing of the purchase or sale
      transaction, even if part or all of the consideration is received or paid
      in the form of an installment sale or is otherwise payable after the
      closing date, and in the event not paid at the closing shall be the joint
      and several obligation of the Company and all other parties to the
      purchase or sale transaction. However, the portion of the fee attributable
      to consideration in the form of contingent payments, earnouts, royalties,
      marketing arrangements or other similar items shall be due and payable
      when such consideration is actually paid to the seller or received by the
      shareholder(s) and/or the Company.

            


    

     

    
      	
               
      

            	
              d.

            	
              Third
      Party Commissions.  Consultant and/or its Affiliates
      shall be entitled to share in or receive any fees or commissions paid to
      Consultant by third parties on any transaction described in Section 5(c)
      or 6, including, but not limited to, any fees payable to Consultant by a
      third party lender, financing partner, or other party, or a seller of a
      corporation or business, including, without limitation, investment banking
      fees or commissions, business brokerage fees or commissions, finders fees,
      or any other fee payable by a third party to Consultant for any reason
      including the identification of the Company as a potential purchaser or
      seller of such corporation or business (a “Transaction Commission”). The
      Company hereby waives any conflict of interest that may arise due to any
      transaction wherein Consultant receives such a Transaction Commission,
      including, but not limited to, any conflict of interest which may arise as
      a result of the dual representation by Consultant of the seller or
      purchaser of a corporation or business on the one hand, and the Company on
      the other.

            


    

     

    
      	
              6.

            	
              Fees
      for Financing Transactions.  The Company will pay to
      Consultant a separate fee of ten percent (10%) of the gross consideration
      received by the Company in connection
  with

            


    


    
      
         


      

      
        4

        
          
 

      

      
         


      

    


    
      	
               
      

            	
              any
      issuance of its equity or debt securities in any private placement of its
      securities for cash during the term of this Agreement, but only with
      respect to securities sold to Non-US Persons as defined in Regulation S
      and with respect to which any party to the transaction (including other
      consultants, placement agents or broker/dealers) has been introduced by
      Consultant, or with respect to which Consultant provides assistance or
      advice.  This fee shall be in addition to any fee charged by any
      other financial advisor, consultant or any investment banking or
      securities firm.  To the extent the Consultant is required to
      have a securities broker-dealer license in order to lawfully be paid such
      fee, then this fee will not be payable by the Company to
      Consultant.

            


    

     

    
      	
              7.

            	
              Common
      Stock Issuance.  All references to numbers of shares of
      common stock herein shall refer to shares of common stock the Company, or,
      in the event the Company is acquired by any public company, of such
      acquiring company after giving effect to all stock splits effective on or
      prior to the date which is 30 days following the acquisition of the
      Company by any such publicly traded
  company.

            


    

     

    
      	
              8.

            	
              No
      License.  It is understood that with respect to any
      financing or acquisition transaction, Consultant will act or is acting as
      a consultant and/or advisor only, is not a licensed securities or real
      estate broker or dealer, and shall have no authority to enter into any
      commitments on the Company’s behalf, or to negotiate the terms of any
      financing or acquisition, or to perform any act which would require the
      Consultant to become licensed as a securities or real estate broker or
      dealer.

            


    

     

    
      	
              9.

            	
              Registration
      Rights.  In the event the Company shall at any time and
      from time to time file a registration statement with the Securities and
      Exchange Commission, if permitted by applicable securities laws, rules and
      regulations applicable to the type of registration statement the Company
      is filing, the Company shall register any shares of common stock of the
      Company then beneficially owned by Consultant or its Affiliates, or any
      Affiliates of the principals of Consultant, or any third parties
      introduced to the Company by Consultant if Consultant so requests, to the
      extent not otherwise restricted by applicable law.  The Company
      shall provide to Consultant not less than ten business day’s notice prior
      to any filing of any such registration statement, and shall include on
      such registration statement such shares as may be reasonably requested by
      Consultant, subject to any cutbacks reasonably required by the managing
      underwriter of any fully underwritten offering where the Company is not
      acting as the underwriter.

            


    

     

    
      	
              10.

            	
              Termination.  Subject
      to the cure provisions contained herein, the Company may terminate the
      Consulting Period upon written notice for Cause at any
      time.  Cause shall mean that during the Consulting Period, the
      Consultant engaged in gross and willful misconduct that is materially and
      significantly injurious to the Company, and, after written notice of such
      conduct, Consultant has failed to cure such gross and willful misconduct
      within 30 days.  Any termination pursuant to this section shall
      be communicated by written Notice of Intended Termination.  For
      purposes of this Agreement, a “Notice of Intended Termination” shall mean
      a notice which shall clearly state the specific termination provision in
      this Agreement relied upon and shall set forth in reasonable and specific
      detail the facts and circumstances claimed to provide a
      basis

            


    


    
      
         


      

      
        5

        
          
 

      

      
         


      

    


    
      	
               
      

            	
              for
      termination of the Consulting
Period.

            


    

     

    
      	
              11.

            	
              Notice.  Any
      notice required, permitted or desired to be given pursuant to any of the
      provisions of this Agreement shall be deemed to have been sufficiently
      given or served for all purposes if delivered in person or sent by
      certified mail, return receipt requested, postage and fees prepaid, or by
      national overnight delivery prepaid service to the parties at their
      addresses set forth below.  Any party hereto may at any time and
      from time to time hereafter change the address to which notice shall be
      sent hereunder by notice to the other party given under this
      paragraph.  The addresses of the Company shall be the last
      address on the last filing of the Company with the Securities and Exchange
      Commission. The address of the Consultant shall be as provided by the
      Consultant from time to
time.

            


    

     

    
      	
              12.

            	
              Waiver.  No
      course of dealing nor any delay on the part of either party in exercising
      any rights hereunder will operate as a waiver of any rights of such
      party.  No waiver of any default or breach of this Agreement or
      application of any term, covenant or provision hereof shall be deemed a
      continuing waiver or a waiver of any other breach or default or the waiver
      of any other application of any term, covenant or
      provision.

            


    

     

    
      	
              13.

            	
              Definition
      of “Reasonable and Best Efforts.”  Reasonable and best
      efforts shall not include the payment of any non-reimbursable
      out-of-pocket costs or other payments by Consultant.  Consultant
      shall not guarantee, make any representation concerning (which
      representation would survive the closing of any escrow or other
      transaction) or warrant (i) the condition, performance, value, or
      profitability of any business purchased, sold by, or otherwise considered
      for purchase or sale by the Company; (ii) the validity or authorization of
      any capital stock purchased, sold by, or otherwise considered for purchase
      or sale by the Company; (iii) the market value of any capital stock,
      business or assets purchased or sold by, or otherwise considered for
      purchase or sale by the Company; (iv) the ability to finance, refinance or
      otherwise mortgage or encumber any business or corporation purchased, sold
      by, or otherwise considered for purchase or sale by the Company; (vi) that
      Consultant will find or present any business or corporation which the
      Company will consider, approve or ultimately purchase or be able to
      purchase; or (vii) the covenants, representations or warranties of any
      party to any stock purchase, asset purchase, merger or other agreement
      entered into by the Company with any third
  party.

            


    

     

    
      	
              14.

            	
              Successors;
      Binding Agreements.  Prior to the effectiveness of any
      succession (whether direct or indirect, by purchase, merger, consolidation
      or otherwise) to all or substantially all of the business and/or assets of
      the Company, or the sale of all or a controlling interest in the capital
      stock of the Company, the Company will require the successor to expressly
      assume and agree to perform this Agreement in the same manner and to the
      same extent that the Company would be required to perform it if no such
      succession had occurred.  As used in this Agreement, “Company”
      shall mean the Company as defined above and any successor to its business
      and/or assets.

            


    

     

    
      	
              15.

            	
              Survival
      of Terms.  Notwithstanding the termination of this
      Agreement for whatever reason, the provisions hereof shall survive such
      termination, unless the context requires otherwise.

            


    


    
      
         


      

      
        6

        
          
 

      

      
         


      

    

     

    
      	
              16.

            	
              Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be deemed to be an original, but all of which together shall constitute
      one and the same instrument.  Any signature by facsimile shall
      be valid and binding as if an original signature were
      delivered.

            


    

     

    
      	
              17.

            	
              Captions.  The
      caption headings in this Agreement are for convenience of reference only
      and are not intended and shall not be construed as having any substantive
      effect.

            


    

     

    
      	
              18.

            	
              Governing
      Law.  This Agreement shall be governed, interpreted and
      construed in accordance with the laws of the state of California
      applicable to agreements entered into and to be performed entirely
      therein.

            


    

     

    
      	
              19.

            	
              Arbitration.  Any
      controversy, claim, or counterclaim arising from this agreement shall be
      submitted to and decided by final and binding arbitration by a single
      arbitrator administered in Santa Monica, California by the American
      Arbitration Association under its commercial rules.  The
      arbitration shall generally be administered in accordance with the
      American Arbitration Association's Commercial Arbitration
      Rules.  The provisions of Sections 1282.6, 1283, and 1283.05 of
      the California Code of Civil Procedure apply to the
      arbitration.  The arbitrator shall have the authority to award
      any remedy or relief that a court of the State of California could order
      or grant, including, without limitation, specific performance of any
      obligation created under this Agreement, the issuance of an injunction, or
      the imposition of sanctions for abuse or frustration of the arbitration
      process. The arbitrator, however, will have no authority to award punitive
      damages, and each party hereby irrevocably waives any right to recover
      such damages with respect to any issue resolved by arbitration, and the
      arbitrator may not, in any event, either make any ruling, finding or award
      that does not conform to the terms and conditions of this Agreement, or
      alter, amend, modify or change any of the terms of this Agreement. The
      arbitrator's decision shall be rendered within 30 days after the
      conclusion of the arbitration hearing, and the arbitrator shall make
      findings of fact and shall set forth the reasons and legal bases for the
      decision.  Such arbitrator's decision shall be final and binding
      on the parties and a judgment upon the decision rendered may be entered in
      any court having jurisdiction
thereof.

            


    

     

    
      	
              20.

            	
              THE
      PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
      OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
      TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
      SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF
      THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE
      OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES
      IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER
      BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
      TRANSACTIONS SHALL INSTEAD BE RESOLVED BY BINDING ARBITRATION AS PROVIDED
      HEREIN.

            


    


    
      
         


      

      
        7

        
          
 

      

      
         


      

    


     

    
      	
              21.

            	
              Entire
      Agreement/Modifications.  This Agreement, along with the
      attached Indemnification Agreement, which is incorporated herein by this
      reference, constitutes the entire agreement between the parties and
      supersedes all prior understandings and agreements, whether oral or
      written, regarding Consultant’s retention by the Company; provided,
      however, that all fees previously earned and/or paid to Consultant under
      prior agreements shall be deemed earned, and shall be in addition to any
      fees payable hereunder.  This Agreement shall not be altered or
      modified except in writing, duly executed by the parties
      hereto.

            


    

     

    
      	
              22.

            	
              Warranty.  The
      Company and Consultant each hereby warrant and agree that each is free to
      enter into this Agreement, that the parties signing below are duly
      authorized and directed to execute this agreement, and that this Agreement
      is a valid, binding and enforceable against the parties
      hereto.

            


    

     

    
      	
              23.

            	
              Severability.  If
      any term, covenant or provision, or any part thereof, is found by any
      court of competent jurisdiction to be invalid, illegal or unenforceable in
      any respect, the same shall not affect the remainder of such term,
      covenant or provision, any other terms, covenants or provisions or any
      subsequent application of such term, covenant or provision which shall be
      given the maximum effect possible without regard to the invalid, illegal
      or unenforceable term, covenant or provision, or portion
      thereof.  In lieu of any such invalid, illegal or unenforceable
      provision, the parties hereto intend that there shall be added as part of
      this Agreement a term, covenant or provision as similar in terms to such
      invalid, illegal or unenforceable term, covenant of provision, or part
      thereof, as may be possible and be valid, legal and
      enforceable.

            


    

     

    
      	
              24.

            	
              No
      Legal Services.  The parties understand and acknowledge
      that Consultant will not and does not provide legal services, and nothing
      contained in this Agreement shall be interpreted to mean that Consultant,
      or any of its principals, employees or representatives, has provided or
      will provide legal services.  While certain employees of
      Consultant are lawyers, licensed to practice law in the state of
      California, the Company expressly agrees that it does not consider
      Consultant or any of its employees as the Company’s legal counsel, or as
      legal counsel to any of the Company’s shareholders, officers, directors or
      employees, and that is shall not assert that either Consultant or any of
      its employees or principals have provided, or will provide, legal
      services.  Any comments or suggestions provided by Consultant or
      its employees relating to documents or contracts are provided as a
      consultant only, and not as a lawyer, and the Company agrees that it shall
      seek advice from its own independent counsel with respect to any such
      documents or agreements.  Consultant shares office space with
      Corporate Legal Services, LLP, a law firm of which an employee of
      Consultant is a partner.  Corporate Legal Services shall not be
      deemed to owe the Company any fiduciary obligations, and shall not be
      deemed to provide any legal services to the Company, its officers,
      directors or employees, unless and only to the extent of a written
      engagement agreement with Corporate Legal Services, and the Company shall
      not assert that Corporate Legal Services has provided any such legal
      services unless Corporate Legal Services, on its letterhead, executes an
      engagement letter with the Company specifically identifying the legal
      services to be provided.

            


    


    
      
         


      

      
        8

        
          
 

      

      
         


      

    


     

    IN
WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.

     

     

    
      
        	
                Material
      Technologies, Inc. 

                a
      Delaware Corporation

              	 	 	LONDON
      FINANCE GROUP, LTD.	 
	 	 	 	 	 
	 	 	 	 	 
	
                By: 
      /s/ Robert M. Bernstein

              	 	 	
                By:

              	 
	
                Name:
      Robert M. Bernstein

              	 	 	
                Name:

              	 
	
                Title:
      President

              	 	 	
                Title:

              	 


      

    

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
        9

        
          
 

      

      
         


      

    


    INDEMNIFICATION
AGREEMENT

     

    This
Indemnification Agreement is a part of and is incorporated into that Consulting
Agreement between the parties hereto (together, the “Agreement”) by and between
Material Technologies, Inc., a Delaware corporation (the “Company”), and London
Finance Group, Ltd., a California corporation, or its designees
(“LFG”).

     

    The
Company agrees to indemnify and hold harmless LFG, its affiliates, directors,
officers, agents and employees, including, without limitation, any person or
entity that provides consulting or other services to the Company (LFG and each
such entity or person, is referred to herein as an “Indemnified Person”) from
and against any losses, claims, damages, judgments, assessments, costs and other
liabilities (collectively, “Liabilities”), and will reimburse each Indemnified
Person for all fees and expenses (including the reasonable fees and expenses of
counsel) (collectively, “Expenses”) as they are incurred in investigating,
preparing, pursuing or defending any claim, action, proceeding or investigation,
whether or not in connection with pending or threatened litigation and whether
or not any Indemnified Person is a party (collectively, “Actions”), (i) caused
by, or arising out of or in connection with, any untrue statement or alleged
untrue statement of a material fact contained in the any written document
furnished to LFG or its representatives or affiliates, or any filing with the
Securities and Exchange Commission (including any amendments thereof and
supplements thereto) or any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or (ii) otherwise
arising out of, related to or in connection with advice or services rendered or
to be rendered by an Indemnified Person pursuant to the Agreement or otherwise,
any transaction entered into by the Company and any Indemnified Person’s actions
or inactions in connection with any such advice, services or transactions;
provided that, in the case of clause (ii) only, the Company will not be
responsible for any Liabilities or Expenses of any Indemnified Person that are
determined by a judgment of a court of competent jurisdiction which is no longer
subject to appeal or further review to have resulted solely from an Indemnified
Person’s unlawful conduct, gross negligence or willful misconduct in connection
with any of the advice, actions, inactions or other services referred to in the
Agreement. The Company also agrees to reimburse such Indemnified Person for all
Expenses as they are incurred in connection with enforcing such Indemnified
Person’s indemnification rights under this Agreement.

     

    Upon
receipt by an Indemnified Person of actual notice of an Action against such
Indemnified Person or otherwise with respect to which indemnity may be sought
under this Agreement, such indemnified Person shall promptly notify the Company
in writing; provided that failure so to notify the Company shall not relieve the
Company from any liability which the Company or any other person may have on
account of this indemnity or otherwise, except and only to the extent the
Company shall have been materially prejudiced by such failure. The Company shall
not be liable for any settlement of any Action effected without its written
consent (which shall not be unreasonably withheld).  In addition, the
Company and its shareholders will not, without prior written consent of LFG,
settle, compromise or consent to the entry of any judgment in or otherwise seek
to terminate any pending or threatened Action in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified


    
      
         


      

      
        10

        
          
 

      

      
         


      

    


    Person is
a party thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of such Indemnified Person from all
liabilities arising out of such Action.

     

    In the
event that the foregoing indemnity is not available to an Indemnified Person in
accordance with this Agreement pursuant to the requirements of applicable law,
the Company shall contribute to the Liabilities and Expenses paid or payable by
such Indemnified Person in such proportion as is appropriate to reflect (i) the
relative benefits to the Company and its shareholders, on the one hand, and to
the Indemnified Persons, on the other hand, of the matters contemplated by this
Agreement, or (ii) if the allocation provided by the immediately preceding
clause is not permitted by the applicable law, not only such relative benefits
but also the relative fault of the Company and/or its shareholders, on the one
hand, and the Indemnified Persons, on the other hand, in connection with the
matters as to which such Liabilities or Expenses relate, as well as any other
relevant equitable considerations, provided that, subject to the third paragraph
of this Indemnification Agreement, in no event shall the Company contribute less
than the amount necessary to ensure that all Indemnified Persons, in the
aggregate, are not liable for any Liabilities and Expenses in excess of the
amount of fees actually paid to or received by or contemplated to be paid to or
received by LFG pursuant to this Agreement. For purposes of this paragraph, the
relative benefits to the Company and its shareholders, on the one hand, and to
LFG, on the other hand, of the matters contemplated by the Agreement, shall be
deemed to be in the same proportion as (a) the total value paid to or received
by or contemplated to be paid to or received by the Company, in the transaction
or transactions that are within the scope of the Agreement, whether or not any
such transaction is consummated, including any increase in the value of
securities held by the shareholders of the Company, bears to (b) the fees paid
to or received by or contemplated to be paid to or received by LFG in the
transaction or transactions that are within the scope of the Agreement, whether
or not any such transaction is consummated.

     

    The
Company also agrees that no Indemnified Person shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Company or its
shareholders for or in connection with advice or services rendered or to be
rendered by any Indemnified Person pursuant to this Agreement, the transactions
contemplated hereby or any Indemnified Person’s actions or inactions in
connection with any such advice, services or transactions except for Liabilities
and Expenses of the Company that are determined by a judgment of a court of
competent jurisdiction which is no longer subject to appeal or further review to
have resulted solely from such Indemnified Person’s gross negligence or willful
misconduct in connection with any such advice, actions, inactions or
services.

     

    Any party
that proposes to assert the right to be indemnified under this Indemnification
Agreement shall promptly, after receipt of notice of any applicable claim,
action, proceeding or litigation, notify the proposed indemnifying party of the
commencement of such claim, action, proceeding or litigation. Indemnification
shall be limited for any party who shall fail to give notice as provided in the
preceding sentence to the extent the indemnifying party was prejudiced by the
failure to give such notice. An indemnifying party shall be entitled to
participate in and to assume the defense of such claim, action, proceeding or
litigation, with counsel reasonably satisfactory to such indemnified party, and
after giving notice thereof, the indemnifying party shall not be liable to such
indemnified party for any fees of other counsel or any other expenses with
respect to the defense of such matter after the date of such notice, unless the
indemnified


    
      
         


      

      
        11

        
          
 

      

      
         


      

    


    party
shall have reasonably concluded that there may be a conflict of interest between
the indemnifying party and the indemnified party in the conduct of the defense
of such matter (in which case the indemnifying party shall reimburse the
indemnified party for the reasonable fees and expenses of one
counsel).

     

    The
reimbursement, indemnity and contribution obligations set forth herein shall
apply to any modification of this Agreement (unless and to the extent that such
obligations are specifically modified thereby) and shall remain in full force
and effect regardless of any termination of, or the completion of any
Indemnified Person’s services under or in connection with, this
Agreement.

     

    IN
WITNESS WHEREOF, this Indemnification Agreement is executed as of April 30,
2008.

     

    LONDON
FINANCE GROUP, LTD.

     

     

    By:
_________________________

    Name:

    Title:

     

     

    Material
Technologies, Inc.

    a
Delaware Corporation

     

     

    By: /s/
Robert M.
Bernstein                                                                           

    Name:
Robert M.
Bernstein                                                                           

    Title:
President                                                             

     


    
      
         


      

      
        12