matechexh10_23.htm


    
      
 

     

    Exhibit 10.23

     

    PROMISSORY
NOTE


    
      	$200,000	
              March 30, 2007

              (Date)

            


    

     

     

    
                 
FOR VALUE RECEIVED, Material Technologies, Inc., a Delaware corporation, its
assigns and successors (“MaTech” or the “Company”), hereby promises to pay to
the order of Nathan J. Esformes, (the “Holder”), in immediately available funds,
the total principal sum of Two Hundred Thousand Dollars ($200,000) pursuant to
the terms hereof.  The principal hereof and any accrued but unpaid interest
shall be due and payable on the date which is two (2) years from the date
hereof.  Payment of all amounts due hereunder shall be made at the address
of the Holder provided for in Section 4 hereof.  This Note shall bear
interest at the rate of eight percent (8%) per annum.


       

    

                1.       PREPAYMENT. 
The Company may, at its option, at any time and from time to time, prepay all or
any part of the principal balance of this Note, without penalty or
premium.


     

                2.       TRANSFERABILITY. 
This Note shall not be transferred, pledged, hypothecated, or assigned by the
Company or the Holder without the express written consent of the other
party.


     

                3.       DEFAULT. 
The occurrence of any one of the following events shall constitute an Event of
Default:


     

                          (a)       The
non-payment, when due, of any principal or interest pursuant to this
Note;


     

                          (b)       The
material breach of any representation or warranty in this Note.  In the
event the Holder becomes aware of a breach of this Section 3(b), the Holder
shall notify the Company in writing of such breach and the Company shall have
five business days after notice to cure such breach;


     

                          (c)      
The breach of any covenant or undertaking, not otherwise provided for in this
Section 3;


     

                          (d)      
The commencement by the Company of any voluntary proceeding under any
bankruptcy, receivership, dissolution, or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect; or the adjudication of the
Company as insolvent or bankrupt by a decree of a court of competent
jurisdiction; or the petition or application by the Company for, acquiescence
in, or consent by the Company to, the appointment of any receiver or trustee for
the Company or for all or a substantial part of the property of the Company; or
the assignment by the Company for the benefit of creditors; or the written
admission of the Company of its inability to pay its debts as they mature;
or

    
 

    
      
         

      

      
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                          (e)       The
commencement against the Company of any proceeding relating to the Company under
any bankruptcy, receivership, dissolution or liquidation law or statute of any
jurisdiction, whether now or hereafter in effect, provided, however, that the
commencement of such a proceeding shall not constitute an Event of Default
unless the Company consents to the same or admits in writing the material
allegations of same, or said proceeding shall remain undismissed for 20 days; or
the issuance of any order, judgment or decree for the appointment of a receiver
or trustee for the Company or for all or a substantial part of the property of
the Company, which order, judgment or decree remains undismissed for 20 days; or
a warrant of attachment, execution, or similar process shall be issued against
any substantial part of the property of the Company.


     

                Upon
the occurrence of any Default or Event of Default, the Holder, may, by written
notice to the Company, declare all or any portion of the unpaid principal amount
due to Holder, together with all accrued interest thereon, immediately due and
payable, in which event it shall immediately be and become due and payable,
provided that upon the occurrence of an Event of Default as set forth in
paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid
principal amount due to Holder, together with all accrued interest thereon,
shall immediately become due and payable without any such
notice.


     

                4.       NOTICES. 
Notices to be given hereunder shall be in writing and shall be deemed to have
been sufficiently given if delivered personally or sent by overnight courier, or
by facsimile transmission.  Notice shall be deemed to have been received on
the date and time of personal or overnight delivery or facsimile transmission,
if received during normal business hours of the recipient; if not, then on the
next business day. 

     

    
      	 	
              Notices to
      the Company shall be sent
      to: 

            	
              Material
      Technologies, Inc.

              11661
      San Vicente Boulevard
Suite 707
Los Angeles , California  
      90049
Facsimile (310) 473-3177

            
	 	 	 
	 	Notices to
      the Holder shall be sent to:	PO Box
      1389
Palmetto , Florida 34220
Facsimile
      No.:  (___)                           
      


    

     

                5.       JURISDICTION
AND SERVICE OF PROCESS.  Any action brought to enforce the
terms of this Note will be brought in the appropriate federal or state court
having jurisdiction over the County of Los Angeles , State of California ,
United States of America .


     

                6.       GOVERNING
LAW.  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO
THE RULES OR PRINCIPLES OF CONFLICTS OF LAW.

     

     

    
      
         

      

      
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                7.       ATTORNEYS
FEES.  In the event the Holder hereof shall refer this Note
to an attorney to enforce the terms hereof, the Company agrees to pay all the
costs and expenses incurred in attempting or effecting the enforcement of the
Holder’s rights, including reasonable attorney's fees, whether or not suit is
instituted.


     

                8.       MODIFICATION;
WAIVER. No modification or waiver of any provision of this
Note or consent to departure therefrom shall be effective unless in writing and
approved by the Company and the Holder. 


     

                IN
WITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as
of March 30, 2007.

     

     

    
      	
              “The
      Company”

            	 	
              “Holder”

            
	
                 

            	 	

               

            
	
              Material
      Technologies, Inc.,

            	 	

               

            
	
              a Nevada
      corporation

            	 	
               

            
	
                

            	 	

               

            
	
                 

            	 	

               

            
	
              /s/ 
      Robert M.
      Bernstein                       
      

            	 	
              /s/ 
      Nathan J.
      Esformes                        
      

            
	
              By:      
      Robert M. Bernstein

            	 	
              By:      
      Nathan J. Esformes

            
	
              Its:       
      President

            	 	

               

            


    

     

     

     

     

     

    
      
         

      

      
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