matechexh10_35.htm


    
      
        
           

        

      

    

    
      
 

    Exhibit
10.35

     

    BUSINESS
AGREEMENT

     

    This
agreement is by, and between Material Technologies, Inc., a Delaware
corporation, based at 11661 San Vicente Blvd., Los Angeles, California
(“Matech”), and, The India-America Technology Agency, a recently established
business with offices in Singapore, India, and the U.S., based at: c/o Spinnaker
Capital Asia, 16 Collyer Quay, Hitachi Tower #34-02, Singapore 049318
(“IATA”).

     

    Whereas:

     

    Matech
desires to have its bridge fatigue sensor products and technology introduced by
IATA into India and Singapore, and

     

    Matech
further desires to have IATA identify and arrange investment funding to
facilitate the most effective marketing, distribution, and manufacturing
opportunities in India and Singapore.

     

    Therefore,
Matech and IATA agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Matech
      agrees to enter into exclusive licenses to IATA to make, use, and sell the
      Matech electromechanical fatigue sensor system, and all related technology
      owned by Matech, to be utilized in the territories of India and
      Singapore.  Any licenses granted to IATA will be pursuant to
      separate agreements, the terms of which will be mutually agreeable to the
      parties at that time.

            


    

    
      	
               
      

            	
              2.

            	
              IATA
      will apply its best efforts to protect the intellectual property rights of
      the Matech products and technology, including seeking patent protection in
      India and Singapore.

            


    

    
      	
               
      

            	
              3.

            	
              IATA
      will apply its best efforts to market the Matech technology and obtain
      contracts for product sales, engineering contract services and licensing
      fees throughout India and
Singapore.

            


    

    
      	
               
      

            	
              4.

            	
              IATA
      will apply its best efforts to obtain financing to facilitate its efforts
      in India and Singapore to introduce the Matech products, technology, and
      engineering services.

            


    

    
      	
               
      

            	
              5.

            	
              The
      term of this Agreement is ten years from the date of
      execution.  Each party hereto shall bear their own expenses
      incurred pursuant to this Agreement.  This Agreement shall be
      governed by the laws of the State of California.  The parties
      agree that the Courts of the County of Orange, State of California shall
      have sole and exclusive jurisdiction and venue for the resolution of all
      disputes arising under the terms of this Agreement.  In the
      event any Party hereto shall commence legal proceedings against the other
      to enforce the terms hereof, or to declare rights hereunder, as the result
      of a breach of any covenant or condition of this Agreement, the prevailing
      party in any such proceeding shall be entitled to recover from the losing
      party its costs of suit, including reasonable attorneys' fees, as may be
      fixed by the court.

            


    

     

    
      
        	Material
      Technologies, Inc. 	 	 	 	IATA	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                /s/
      Robert Bernstein 

              	 	    
      Date 5/22/08  	 	
                /s/
      Sam Kovnat (for Tarun Gandhi)

              	 	    
      Date 5/25/08
	
                Robert
      Bernstein 

              	 	 	 	
                Tarun
      Gandhi

              	 	 
	
                CEO 

              	 	 	 	
                Chairman
      and CEO