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ADDENDUM TO WARRANT TO PURCHASE COMMON STOCK

Addendum or Modifications

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 This Addendum or Modifications involves

Material Technologies, Inc | La Jolla Cove Investors, Inc

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Title: ADDENDUM TO WARRANT TO PURCHASE COMMON STOCK
Date: 6/15/2006
Industry: Misc. Capital Goods    

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EXHIBIT 10.1

ADDENDUM TO WARRANT TO PURCHASE COMMON STOCK

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”).

WHEREAS, the Company and Holder are parties to that certain Warrant to Purchase Common Stock dated as of May 30, 2006 (“Warrant”); and

WHEREAS, the parties desire to amend the Warrant in certain respects.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Compa



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