CONSULTING AGREEMENT

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 Bud 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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