matechexh10_28.htm


    
      
 

    Exhibit
10.28



    
      CONSULTING
AGREEMENT


    

    
                This
Consulting Agreement (the “Agreement”) is made and entered into as of this 9th
day of April, 2008, by and between Material Technologies, Inc., a Delaware
corporation, (the “Company”) and Kelly Shuster, an individual (the “Consultant”)
(individually, a “Party”; collectively, the “Parties”).
                                                          


       

    

    
      RECITALS

       

    

    
                WHEREAS,
Consultant has certain consulting experience pertaining to comprehensive
legislative representation;
and

          WHEREAS,
the Company wishes to engage the services of the Consultant to provide the
Company with comprehensive legislative
representation.

          NOW,
THEREFORE, in consideration of the mutual promises herein contained, the
Parties hereto hereby agree as follows:

1.       CONSULTING
SERVICES

          Attached
hereto as Exhibit A and incorporated herein by this reference is a description
of the services to be provided by the Consultant hereunder (the “Consulting
Services”).  Consultant hereby agrees to utilize its commercially
reasolable best efforts in performing the Consulting Services. 
However,
Consultant makes no warranties, representations, or guarantees regarding any
corporate strategies attempted by the Company or the eventual effectiveness of
the Consulting Services.

2.       TERM
OF
AGREEMENT

          This
Agreement shall be in full force and effect commencing upon the date
hereof.  This Agreement has a term of ten years beginning on the date
hereof, and is subject to automatic renewal for successive one year terms, upon
the same terms and conditions as set forth herein, unless either this Agreement
is terminated pursuant to this section or a Party gives written notice to the
other Party of its intent to terminate, at least 30 days prior to expiration of
the then-current term.  Either Party hereto shall have the right to
terminate this Agreement without notice in the event of the death, bankruptcy,
insolvency, or assignment for the benefit of creditors of the other Party. 
Consultant shall have the right to terminate this Agreement if Company fails to
comply with the terms of this Agreement, including without limitation its
responsibilities for compensation as set forth in this Agreement, and such
failure continues unremedied for a period of 30 days after written notice to the
Company by Consultant.  The Company shall have the right to terminate this
Agreement upon delivery to Consultant of notice setting forth with specificity
facts comprising a material breach of this Agreement by Consultant if such
breach shall remain uncured for more than 30 days after Consultant’s
receipt of notice of such breach. 

       

      
        
           

        

        
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3.       TIME
DEVOTED BY
CONSULTANT

          It
is anticipated that the Consultant shall spend as much time as deemed necessary
by the Consultant in order to perform the obligations of Consultant
hereunder.  The Company understands that this amount of time may vary and
that the Consultant may perform Consulting Services for other
companies.

4.       PLACE
WHERE CONSULTING SERVICES WILL BE
PERFORMED

          The
Consultant will perform most Consulting Services in accordance with this
Agreement at Consultant's offices.  In addition, the Consultant will
perform Consulting Services on the telephone and at such other place(s) as
necessary to perform these Consulting Services in accordance with this
Agreement.

5.       COMPENSATION
TO
CONSULTANT

          The
Consultant's compensation for the Consulting Services shall be as set forth in
Exhibit B attached hereto and incorporated herein by this
reference.

6.       INDEPENDENT
CONTRACTOR

          Both
Company and the Consultant agree that the Consultant will act as an independent
contractor in the performance of his duties under this Agreement.  Nothing
contained in this Agreement shall be construed to imply that Consultant, or any
employee, agent or other authorized representative of Consultant, is a partner,
joint venturer, agent, officer or employee of Company unless such status shall
be agreed upon and set forth in a writing signed by the parties..

7.       CONFIDENTIAL
INFORMATION

          The
Consultant and the Company acknowledge that each will have access to proprietary
information regarding the business operations of the other and agree to keep all
such information secret and confidential and not to use or disclose any such
information to any individual or organization without the non-disclosing Parties
prior written consent.  It is hereby agreed that from time to time
Consultant and the Company may designate certain disclosed information as
confidential for purposes of this Agreement.

8.       COVENANTS
OF
CONSULTANT

          Consultant
covenants and agrees with the Company that, in performing Consulting Services
under this Agreement, Consultant
will:

                    (a)       Comply
with all federal and state
laws;

                    (b)       Not
make any representations other than those authorized by the Company;
and



    

    
      
         

      

      
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                    (c)       Not
publish, circulate or otherwise use any materials or documents other than
materials provided by or otherwise approved by the Company.

9.       MISCELLANEOUS

          (A)       The
Parties submit to the jurisdiction of the Courts of the County of Orange, State
of California or, if there be subject matter jurisdiction, a Federal Court
empaneled in the State of California for the resolution of all legal disputes
arising under the terms of this Agreement.  This provision shall survive
the termination of this
Agreement.

          (B)       If
either Party to this Agreement brings an action on this Agreement, the
prevailing Party shall be entitled to reasonable expenses therefore, including,
but not limited to, attorneys’ fees and expenses and court
costs.

          (C)       This
Agreement shall inure to the benefit of the Parties hereto, their administrators
and successors in interest.  This Agreement shall not be assignable by
either Party hereto without the prior written consent of the
other.

          (D)       This
Agreement contains the entire understanding of the Parties hereto with respect
to the transactions contemplated hereby.  This Agreement supersedes all
prior agreements, arrangements and understandings related to the subject
matter.

          (E)       This
Agreement shall be constructed and interpreted in accordance with and the
governed by the laws of the State of California.


          (F)       No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the Parties.  No waiver of any of the provisions of
this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing
waiver.  No waiver shall be binding unless executed in writing by the Party
making the
waiver.

          (G)       If
any provision hereof is held to be illegal, invalid or unenforceable under
present or future laws effective during the term hereof, such provision shall be
fully severable.  This Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part hereof,
and the remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance herefrom.





    
      (SIGNATURE
PAGE IMMEDIATELY FOLLOWS)

       

    

     

     

     

    
      
         

      

      
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          IN
WITNESS WHEREOF, the Parties hereto have placed their signatures hereon
on the day and year first above written.

       

       

      
        	COMPANY:	 	 	CONSULTANT:	 
	 	 	 	 	 
	
                MATERIAL TECHNOLOGIES,
      INC.,

                a Delaware
      corporation

              	 	 	
                KELLY
      SHUSTER

                an
      individual

              	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/Robert M.
      Bernstein 

              	 	 	
                /s/ Kelly
      Shuster 

              	 
	
                Robert M.
      Bernstein, President

              	 	 	
                Kelly
      Shuster

              	 


      

    

     

     

     

     

     

     

     

     

     

    
       

    

    
      
         

      

      
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      EXHIBIT
A
DESCRIPTION
OF CONSULTING SERVICES



       

    

    
           Consultant
shall perform the following Consulting Services pursuant to the terms of this
Agreement:

     (1)     Comprehensive
legislative representation, including but not limited
to:

               (a)     testimony
before legislative bodies and meetings with elected officials regarding
legislative affairs which affect the business interests of the
Company;

               (b)     the
preparation of specific pre-approved legislative materials, as well as preparing
to support or oppose those positions to the benefit of the interests of the
Company;
and

               (c)     interaction
with support and/or
opposition.

     (2)     Consulting
on matters of the Company, including but not limited to, assisting in developing
policies and procedures relating legislative affairs which affect the business
interests of the Company.

     The above
Consulting Services will be further defined and delineated by the Company’s
board of directors and Consultant from time to time as
necessary.






      
        
           

        

        
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      EXHIBIT
B
COMPENSATION DESCRIPTION


       

    

    
           The
Consultant’s compensation hereunder shall be as
follows:

     1.     ISSUANCE
OF STOCK OPTIONS.  As compensation for the Consulting
Services, subject to the terms and conditions of this Agreement, Company will
issue to Consultant 7,695,273 options to purchase shares of Class A common stock
of the Company (the “Class A Options”) at an exercise price of $0.025 per
share.  Further, Robert M. Bernstein individually agrees to issue to
Consultant 24,000 options to purchase shares of his Class B common stock of the
Company (the “Class B Options”) at an exercise price of $0.50 per share (the
Class A Options and the Class B Options shall collectively be referred to as the
“Option Shares”).  The Options shall be fully vested and shall be issued to
Consultant pursuant to the Stock Option Agreement of even date
herewith.

     2.     
EXPENSES. 
Consultant shall be reimbursed for all out-of-pocket expenses upon submission of
receipts or accounting to the Company, including, but not limited to, all travel
expenses, research material and charges, computer charges, long-distance
telephone charges, facsimile costs, copy charges, messenger services, mail
expenses and such other Company related charges as may occur exclusively in
relation to the Company’s business as substantiated by documentation.  Any
expenditure above $100 will require written pre-approval of the
Company.



     

     

     

     

     

     

    






    
      
         

      

      
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