matechexh10_22.htm


    
      
 

     

    Exhibit 10.22

    

      IRREVOCABLE
ESCROW INSTRUCTIONS

       

      
        	
                1.

              	
                Material
      Technologies, Inc. (“the Company”) and Stephen Forrest Beck (“Beck”) wish
      to establish two escrow accounts with Interwest Transfer Company
      (“Interwest” or the “Transfer Agent”) to provide for the issuance of
      shares to Beck.

              


      

       

      
        	
                2.

              	
                The
      Company will issue to Beck and deposit an initial 5,000,000 shares in each
      of two escrow accounts, the “Anti-Dilution Escrow” (ADE) and the “Upside
      Share Escrow” (USE).  The Company will provide appropriate Board
      of Directors approval for the issuance of the shares and, where necessary,
      a legal opinion.

              


      

       

      
        	
                3.

              	
                Interwest
      is instructed to issue shares to Beck on the following
    basis:

              


      

       

      
        	 	
                a.

              	
                Anti-Dilution
      Escrow:

              


      

       

      
        	
                 
      

              	
                i.

              	
                Interwest
      will, on January 2, 2007, issue to Beck a number of shares equal to 8% of
      the total volume of trading in the Company’s Class A common stock during
      the prior 30 days.  Shares issued pursuant to this 8%
      calculation shall be known as the “Anti-Dilution
  Shares.”

              


      

       

      
        	
                 
      

              	
                ii.

              	
                An
      email communication from Beck’s broker containing the trading volume in
      the prior 30 days of the Company’s common shares as compiled by
      Fidelity.com and the 8% calculation will be sent on December 31, 2006,
      before 4:00 pm PST.  Interwest may verify this amount and
      calculation with the Company and via its internal
      calculations.  This process shall be repeated on the last day of
      each successive month.

              


      

       

      
        	
                 
      

              	
                iii.

              	
                Interwest
      shall release to Beck that number of shares by the close of business on
      the day after the information is received and shall transmit the share
      certificates to Beck or his broker by overnight courier to arrive on the
      morning of the following day.

              


      

       

      
        	
                 
      

              	
                iv.

              	
                The
      Company’s board of director’s resolution authorizing all such issuances
      shall be executed and delivered to Interwest prior to December 31, 2006,
      and the Company will issue resolutions as necessary for the issuance of
      Upside Shares.

              


      

       

      
        	
                 
      

              	
                v.

              	
                In
      each succeeding month, Beck will provide proof from his broker of the
      gross dollar amount received from the sale of any of the Anti-Dilution
      Shares to both the Company and
Interwest.

              


      

       

      
        	
                 
      

              	
                vi.

              	
                When
      Beck receives $800,000 from the sale of 1,263,800 of Anti-Dilution Shares
      (1.78% of 71 million), then the remaining shares shall be returned to the
      Company.  Otherwise, the issuance procedure
    outlined

              


      


      
        
           


        

        
          1

          
            
 

        

        
           


        

      


      
        	
                 
      

              	
                above
      shall be continued until Beck has received a total of $800,000 from the
      sale of the Anti-Dilution Shares, at which time any shares that remain in
      that account shall be returned to the
Company.

              


      

       

      
        	 	
                b.

              	
                Upside
      Shares Escrow

              


      

       

      
        	
                 
      

              	
                i.

              	
                Upon
      receiving notice from the Company that it has issued shares to any party
      after the date hereof, in the case of Beck with proof of such issuance,
      Interwest is required to issue Beck 1.78% of the number of shares issued
      as of the date such shares were issued, promptly at the end of each
      quarter upon receipt of a Board of Directors resolution authorizing the
      issuance of the shares.  However, such shares shall be held in
      accordance with (v) below.  Shares issued pursuant to this
      Section 1(b)(i) will be “restricted securities” under the Securities Act
      of 1933, will contain an appropriate restrictive legend, and will not be
      saleable for at least one (1) year from the date Beck is entitled to
      receive them.

              


      

       

      
        	
                 
      

              	
                ii.

              	
                The
      Company shall quarterly inform Interwest of each occasion that it has
      issued shares to any party.

              


      

       

      
        	
                 
      

              	
                iii.

              	
                A
      proof of share issuance by the Company provided to Interwest may be in the
      form of a control log maintained by the records custodian for the
      Company.

              


      

       

      
        	
                 
      

              	
                iv.

              	
                The
      duty to issue shares under this Upside Escrow shall continue for
      twenty-one (21) months from the date
hereof.

              


      

       

      
        	
                 
      

              	
                v.

              	
                Upon
      the earlier to occur of (i) Beck has sold all of the shares which he is
      entitled to sell from the Anti-Dilution Escrow, and (ii) the date which is
      one (1) year from the date hereof, then the Shares issued to him in the
      Upside Share Escrow shall be released to Beck under the same trading
      restrictions and using the same procedures as described in paragraph 3a
      (ii – iv) above.

              


      

       

      
        	
                4.

              	
                Rule
      144.  Shares issued under the Anti-Dilution Escrow shall
      be restricted and legended for sale under Rule 144 promulgated under the
      Securities Act of 1933.  However, as long as any and all
      necessary paperwork is provided and the Company is eligible under Rule 144
      (e.g., the Company is current in its filings), the Company hereby
      authorizes Interwest to release such shares to Mr. Beck, without
      legend.  However, such shares shall only be delivered in
      accordance with Rule 144 and upon delivery of all required Rule 144
      paperwork and opinion acceptable to the transfer agent’s
      counsel.  Beck agrees to execute all necessary paperwork to
      comply with Rule 144 and reasonable requests of the Company’s
      counsel.

              


      


      
        
           


        

        
          2

          
            
 

        

        
           


        

      

       

      
        	5.  	Irrevocable
      Instructions.  The instructions contained in this
      Agreement shall be irrevocable and may only be canceled in writing
      executed by Mr. Beck and the Company.
	 	 
	
                6.

              	
                Termination.  This
      Agreement shall terminate at such time as all shares held beneficially by
      Mr. Beck have been distributed to him in accordance with Section 3 of this
      Agreement.

              


      

       

      
        	
                7.

              	
                Non-Contact.  Any,
      and all, communications regarding the issuance and delivery of shares
      shall be between the Company and Interwest, or between Interwest and Mr.
      Beck’s authorized representatives, i.e. his attorney(s) and/or his
      broker.

              


      

       

      
        	
                8.

              	
                Duties
      of Interwest.  Interwest undertakes the duties and
      obligations imposed by this Agreement upon the following terms and
      conditions:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      statements of fact and recitals contained herein shall be taken as
      statements of the Company and Mr. Beck, and Interwest assumes no
      responsibility for the correctness of action taken or to be taken by
      it.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Interwest
      shall not be responsible for any failure of the Company or Mr. Beck to
      comply with any of the covenants contained in this
    Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Interwest
      may consult at any time with counsel satisfactory to it (who may be
      counsel for the Company) and Interwest shall incur no liability or
      responsibility to the Company or to any holder of any shares in respect of
      any action taken, suffered, or omitted by it hereunder in good faith and
      in accordance with the opinion or the advice of such
    counsel.

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Interwest
      shall incur no liability or responsibility to the Company or to Mr. Beck
      for any action taken in reliance on any notice, resolution, waiver,
      consent, order, certificate, or other paper, document or instrument
      believed by it to be genuine and to have been signed, sent or presented by
      the proper party or parties.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                The
      Company agrees to pay to Interwest reasonable compensation for all
      services rendered by Interwest in the execution of this Agreement, to
      reimburse Interwest for all expenses, taxes and governmental charges and
      other charges of any kind and nature incurred by Interwest in the
      execution of this Agreement and to indemnify Interwest and save it
      harmless against any and all liabilities, including judgments, costs and
      reasonable counsel fees, for anything done or omitted by Interwest in the
      execution of this Agreement except as a result of Interwest’s gross
      negligence, willful misconduct, or bad
faith.

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Interwest
      shall be under no obligation to institute any action, suit or legal
      proceeding or to take any action likely to involve expense unless the
      Company or one or more registered holders of common stock shall furnish
      Interwest in

              


      


      
        
           


        

        
          3

          
            
 

        

        
           


        

      


      
        	
                 
      

              	
                advance
      with reasonable security and indemnity for any costs and expenses which
      may be incurred, but this provision shall not affect the power of
      Interwest to take such action as Interwest may consider proper, whether
      with or without any such security or
indemnity.

              


      

       

      
        	
                 
      

              	
                (g)

              	
                Interwest
      and any shareholder, director, officer, partner or employee of Interwest
      may buy, sell or deal in any of the common shares or other securities of
      the Company or become pecuniarily interested in any transaction in which
      the Company may be interested, or contract with or lend money to or
      otherwise act as fully and freely as though it were not Interwest under
      this Agreement.  Nothing herein shall preclude Interwest from
      acting in any other capacity for the Company or for any other legal
      entity.

              


      

       

      
        	
                 
      

              	
                (h)

              	
                Interwest
      shall act hereunder solely as agent and not in a ministerial capacity, and
      its duties shall be determined solely by the provisions
      hereof.  Interwest shall not be liable for anything which it may
      do or refrain from doing in connection with this Agreement except for its
      own gross negligence, willful misconduct or bad faith.

              
	 	 	 
	 	(i)	Interwest
      may execute and exercise any of the rights or powers hereby vested in it
      or perform any duty hereunder either itself or by or through its
      attorneys, agents or employees, and Interwest shall not be answerable or
      accountable for any act, default, neglect or misconduct provided
      reasonable care had been exercised in the selection and continued
      employment thereof.


      

       

      
        	
                 
      

              	
                (j)

              	
                Any
      request, direction, election, order or demand of the Company shall be
      sufficiently evidenced by an instrument signed in the name of the Company
      by its President or a Vice President or its Secretary or an Assistant
      Secretary or its Treasurer or an Assistant Treasurer (unless other
      evidence in respect thereof be herein specifically prescribed); and any
      resolution of the Board of Directors may be evidenced to Interwest by a
      copy thereof certified by the Secretary or Assistant Secretary of the
      Company.  Any request, direction, election, order or demand of
      Mr. Beck shall be sufficiently evidenced by an instrument signed by him or
      his authorized representative.

              


      

       

      
        	
                 
      

              	
                (k)

              	
                Interwest
      is executing this Agreement in the capacity of an Escrow Agent only and in
      no other capacity.  It assigns no responsibilities to either Mr.
      Beck or the Company by this Agreement except for those as an Escrow
      Agent.

              


      

       

      
        	
                9.

              	
                Change
      of Escrow Agent.   Interwest may resign and be
      discharged from its duties under this Agreement by giving notice in
      writing to the Company and Mr. Beck, that it intends to resign, specifying
      the effective date of its resignation.  Such date shall be at
      least fifteen (15) days from the date of the Notice, and Interwest shall
      remain as escrow agent and continue its duties hereunder until the
      effective date of the resignation.  In the event of such
      resignation, Mr. Beck and MaTech shall
  mutually

              


      


      
        
           


        

        
          4

          
            
 

        

        
           


        

      


      
        	
                 
      

              	
                and
      within ten (10) days select a substitute escrow agent and these
      Irrevocable Instructions shall then be Irrevocable Instructions to the
      substitute escrow agent.  At such time as a substitute escrow
      agent is put into place, Interwest shall have no further responsibility to
      undertake any act in connection with this escrow, other than to retain
      possession of the materials in escrow until transferred to a substitute
      escrow agent.

              


      

       

      
        	
                 
      

              	
                In
      the event that Beck and MaTech cannot mutually agree on a substitute
      escrow agent within the ten (10) day limit set forth above, then a
      substitute escrow agent shall be chosen by a mediator, chosen by Beck and
      Bernstein, with the cost split equally by MaTech and Beck, from the
      American Arbitration Association or similar mediation
      service.  In the event that Beck and Bernstein cannot agree on a
      mediator, AAA or another similar mediation service shall select a mediator
      at random.

              


      

       

      
        	
                10.

              	
                Indemnity
      of Transfer Agent.  Forthwith upon the appointment of any
      Transfer Agent for the Common Stock or of any subsequent transfer agent
      for Common Stock or other shares of the Company’s Capital stock issuable
      upon the exercise of the rights of purchase represented by the Escrow
      Shares, the Company will file with Interwest a statement setting forth the
      name and address of such Transfer
Agent.

              


      

       

      
        	
                11.

              	
                Further
      Indemnity of Interwest.  The Company and Mr. Beck hereby
      Indemnify Interwest against any claim, action, or other proceeding,
      against Interwest solely as a result of its being the escrow agent under
      this Agreement, except in the event of gross negligence or intentional
      wrongful conduct of Interwest.  Such indemnity shall include
      attorney’s fees.

              


      

       

      
        	
                12.

              	
                Supplements
      and Amendments.  This Agreement and the Settlement
      Agreement constitute the entire understanding among the parties with
      respect to the subject matter of the escrow for Mr. Beck.  There
      are no other promises, covenants, conditions, or agreements which are not
      contained herein.  This Agreement may only be amended,
      supplemented, or cancelled by an agreement signed by each of the parties
      hereto.  In the event that the rights and obligations of Beck
      and/or the Company in this letter are inconsistent with the rights and
      obligations spelled out in the Settlement Agreement, as between Beck and
      the Company, the Settlement Agreement prevails.  This includes
      Beck’s right to terminate the services of Interwest upon the proper
      procedures outlined in the Settlement
  Agreement.

              


      

       

      
        	
                13.

              	
                Successors.  All
      the covenants, agreements, representations and warranties contained in
      this Agreement shall bind the parties hereto and their respective heirs,
      executors, administrators, distributees, successors and
      assigns.

              


      

       

      
        	
                14.

              	
                Change:
      Waiver.  Neither this Agreement nor any term hereof may
      be changed, waived, discharged or terminated orally but only by an
      instrument in writing signed by the party against which enforcement of the
      change, waiver, discharge or termination is
  sought.

              


      


      
        
           


        

        
          5

          
            
 

        

        
           


        

      

       

      
        	15.	Headlines.  The
      section headings in this Agreement shall for all purposes be construed and
      enforced in accordance with, and governed by, the internal laws of the
      State of Utah, without giving effect to principles of conflict of
      laws.
	 	 
	
                16.

              	
                Notice.  Any
      notice that the parties are required or may desire to deliver, shall be
      delivered by email and facsimile transmission, with a confirming copy sent
      by Federal Express or United States mail, proper postage prepaid to the
      other party at the address set forth herein below.  Such notice
      shall be deemed delivered on the day that the email and facsimile
      transmission is made, if it made during normal business hours Pacific
      Standard Time (or the next business day if not send during normal business
      hours PST), provided that the sender can reasonably demonstrate that the
      transmission was made or attempted.  Either party may change its
      address for purposes of this Notice provision by giving notice as provided
      herein.

              


      

       

      The initial address for
notice is as follows:

    

    
      
        	 	To the
        Company: 	
                Robert M.
        Bernstein, President

                Material
        Technologies, Inc.

                11661 San
        Vicente Blvd., Suite 707

                Los
        Angeles, CA 90049

                Fax: (310)
        473-3177

                email:  matech@att.net

              
	 	 	 
	 	Copy
        to:	Hassel
        Hill, Jr.
Law Offices
        of Hassel Hill, Jr.
220 North
        Glendale Ave.
Glendale,
        CA 91206
Tel: (818)
        247-0770 Fax: (818) 247-0872
email: 
    hasselhilljr@yahoo.com
	 	 	 
	 	Additional
        copy to: 	
                Brian A.
        Lebrecht, Esq.
The
        Lebrecht Group, APLC

                9900
        Research Drive
Irvine, CA  92618
Tel: (949) 635-1240 Fax
        (949) 635-1244

                email: 
        blebrecht@thelebrechtgroup.com

              
	 	 	 
	 	To Stephen
        F. Beck: 	
                Stephen
        Forrest Beck

                489
        Pimiento Lane
Santa Barbara, CA 93109
Fax: (805)
        969-1567
email: 
    SForestB@aol.com

              


      

    

    
      
         

      

      
        6

        
          
 

      

      
         

      

    

    
      
        
          	Copy
          to:	
                  David
          Shaub

                  Shaub
          & Williams, LLP
12121 Wilshire Blvd., Suite
          205

                  Los
          Angeles, CA 90025

                  Tel: (310)
          826-6678 Fax: (310) 826-8042
email: 
          admin@sw-law.com

                
	 	 
	To
          Interwest: 	
                  Interwest
          Transfer Company, Inc.
1981 East
          4800 South, Suite 100
Salt Lake
          City, UT 84117
Tel:
          (801) 272-9294     Fax: (801)
          277-3147

                  Attn:
          Melinda Orth

                  email: 
      melinda@interwesttc.com

                



      

    

              BY
THEIR SIGNATURES BELOW, THE UNDERSIGNED REPRESENT THAT THEY HAVE READ THE
FOREGOING AND FULLY UNDERSTAND AND AGREE TO EACH AND ALL OF THE TERMS AND
CONDITIONS SET FORTH THEREIN.

     

    
      
      

    


    
      	 Dated: 
      December 27, 2006	Material
      Technologies, Inc.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Robert M.
      Bernstein	 
	 	    
      Robert M. Bernstein, President	 
	 	 	 	 
	 Dated: 
      December 27, 2006	Interwest Transfer
      Co., Inc.	 
	 	 	 
	 	By: 	 
	 	Title: 	 
	 	 	 	 
	 Dated: 
      December 27, 2006	 	 /s/ Stephen
      F. Beck 	 
	 	 Stephen
      Forrest Beck	 


    

     

     

     

     

     

    
      
         

      

      
        7