0001144204-06-030332 Sample Contracts

ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENT
Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement • July 31st, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control

This Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement (“Addendum”) is entered into as of the 2nd day of May 2006 by and between Material Technologies, Inc., a Delaware corporation (“Material”) and Golden Gate Investors, Inc., a California corporation (“GGI”).

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ADDENDUM TO WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • July 31st, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control

This Addendum to Warrant to Purchase Common Stock is entered into as of the 12th day of June 2006 by and between Material Technologies, Inc., a Delaware corporation (the “Company”) and La Jolla Cove Investors, Inc., a California corporation (the “Holder”).

WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • July 31st, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NEITHER THE WARRANT NOR THE SHARES MAY BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

ADDENDUM TO CONVERTIBLE DEBENTURE, WARRANT TO PURCHASE COMMON STOCK AND SECURITIES PURCHASE AGREEMENT
Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement • July 31st, 2006 • Material Technologies Inc /Ca/ • Industrial instruments for measurement, display, and control

This Addendum to Convertible Debenture, Warrant to Purchase Common Stock and Securities Purchase Agreement (“Addendum”) is entered into as of the 9th day of June 2006 by and between Material Technologies, Inc., a Delaware corporation (“Material”) and Golden Gate Investors, Inc., a California corporation (“GGI”).

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