LICENSE AGREEMENT

Exhibit 10.33
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of May 21, 2008 (the “Effective Date”) by and between Material Technologies, Inc., a Delaware corporation (“Licensor”), and Fatigue Solutions Corp., a California corporation (“Licensee”) (individually, a “Party”; collectively, the “Parties”).   RECITALS
WHEREAS, Licensor is the owner of all right, title, and interest in the (i) Fatigue Fuse, and (ii) Borescope  intellectual property (collectively, the “Intellectual Property”); and
WHEREAS, Licensor desires to grant to Licensee, and Licensee desires to receive from Licensor, a non-exclusive license to use, distribute, and sell the Intellectual Property in accordance with the terms and conditions contained in this Agreement (the “License”).
NOW THEREFORE, in consideration of the foregoing recitals and mutual covenants contained herein, the Parties agree as follows:   ARTICLE 1 GRANT OF LICENSE   1.1           Grant of License.  Subject to the terms and conditions herein, and on the basis of the representations, warranties and agreements herein contained, Licensee agrees to receive from Licensor, and Licensor agrees to grant to Licensee, a non-exclusive License to make, have made, use and sell use, distribute, and sell the Intellectual Property.
1.2           Time and Place.  The closing of the transactions contemplated by this Agreement shall take place at the offices of Licensor, located at 11661 San Vicente Boulevard, Suite 707, Los Angeles, California 90049, immediately upon the full execution of this Agreement, the satisfaction of all conditions, and the delivery of all required documents, or at such other time and place as the Parties mutually agree upon (which time and place are hereinafter referred to as the “Closing”).
1.3           Royalty.  In consideration for the License, Licensee shall pay to Licensor a royalty of 10% of all “Net Sales.”  Royalties payable under this Agreement shall be paid within 90 days following the last calendar quarter in which the royalties accrue.  For purposes of this Agreement, “Net Sales” shall mean Licensee’s gross receipts for the sale, use and transfer of Intellectual Property, as well as Licensee’s gross receipts for services performed by using the Intellectual Property, less the sum of (a) discounts allowed in amounts customary in the trade; (b) sales, tariff duties, or use taxes directly imposed and with reference to particular sales; (c) outbound transportation prepaid or allowed; and (d) amounts allowed or credited on returns.
1.4           Sub-License.  Licensee may sublicense the rights granted pursuant to this Agreement without Licensor’s prior written consent.
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ARTICLE 2 LICENSOR’S REPRESENTATIONS AND WARRANTIES
2.1           Representations and Warranties of the Licensor.  The Licensor represents and warrant to the Licensee, as of the Closing, that:

2.2           Disclosure.  No representation or warranty made by the Licensor in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Licensor or its representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished, to the best of Licensor’s knowledge and belief.
2.3           Reliance.  The foregoing representations and warranties are made by the Licensor with the knowledge and expectation that the Licensee is placing reliance thereon.
ARTICLE 3 LICENSEE’S REPRESENTATIONS AND WARRANTIES
3.1           Representations and Warranties of the Licensee.  The Licensee represents and warrant to the Licensor, as of the Closing, that:

3.2           Disclosure.  No representation or warranty made by the Licensee in this Agreement, nor any document, written information, statement, financial statement, certificate, or exhibit prepared and furnished or to be prepared and furnished by the Licensee or its representatives pursuant hereto or in connection with the transactions contemplated hereby, when taken together, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances under which they were furnished, to the best of Licensee’s knowledge and belief.
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3.3           Reliance.  The foregoing representations and warranties are made by the Licensee with the knowledge and expectation that the Licensor is placing reliance thereon.
ARTICLE 4 CONFIDENTIALITY & NONDISCLOSURE   4.1           Obligations.  Each Party (the “Receiving Party”) acknowledges and agrees that any business and technical information provided to the Receiving Party by the other Party (the “Disclosing Party”) hereunder constitutes the confidential and proprietary information of the Disclosing Party, and that the Receiving Party's protection thereof is essential to this Agreement and a condition to the Receiving Party's use and possession thereof.  The Receiving Party shall retain in strict confidence and not disclose to any third party (except as authorized by this Agreement) without the Disclosing Party's express written consent, any and all such information.  Licensee acknowledges and agrees that the Intellectual Property is confidential and proprietary information of Licensor.
4.2           Exceptions.  The receiving Party shall be relieved of this obligation of confidentiality to the extent any such information:
                        (i)   was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party;
                        (ii)  the Receiving Party can prove was known to the Receiving Party, without restriction, at the time of disclosure as shown by the files of the Receiving Party in existence at the time of disclosure;
                        (iii) is disclosed by the Receiving Party with the prior written approval of the Disclosing Party;
                        (iv)  the Receiving Party can prove was independently developed by the Receiving Party without any use of the Disclosing Party's confidential information and by employees or other agents of the Receiving Party who have not had access to any of the Disclosing Party's confidential information; or
                        (v)   becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party without breach of this Agreement by the Receiving Party and otherwise not in violation of the Disclosing Party's rights.
4.3           Notification of Security Breach.  The Receiving Party agrees to notify the Disclosing Party promptly in the event of any breach of its security under conditions in which it would appear that the trade secrets contained in the Intellectual Property were prejudiced or exposed to loss.  The Receiving Party shall, upon request of the Disclosing Party, take all other reasonable steps necessary to recover any compromised trade secrets disclosed to or placed in the possession of the Receiving Party by virtue of this Agreement.  The cost of taking such steps shall be borne solely by the Receiving Party.   4.4           Injunctive Relief.  Each Receiving Party acknowledges that any breach of any of  
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    its obligations with respect to confidentiality or use of the Disclosing Party's confidential information hereunder is likely to cause or threaten irreparable harm to the Disclosing Party, and, accordingly, the Receiving Party agrees that in the event of such breach the Disclosing Party shall be entitled to seek equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.   ARTICLE 5 INDEMNIFICATION   Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs,