Voting Agreement and Irrevocable Proxy
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Until the third
anniversary of the date hereof, in the event of an Event of
Default as defined in that certain Senior
Secured Convertible Debenture in favor
of Palisades Capital, LLC (an "Event of
Default"), which continues for a period
of not less than 30 days, Robert Bernstein
("Bernstein") hereby irrevocably
agrees to vote all of his shares of Class A
Common Stock and Class B Common
Stock (the "Common Stock") of Material
Technologies, Inc. (the "Company") which
Bernstein (x) currently owns of record, (y)
becomes the owner of record after
the date hereof, or (z) for which he has in
any manner the right to vote, on all
matters on which the shareholders of the
Company are permitted, required or
requested to vote or consent, whether at a
meeting or by written consent, as
directed by Monty Freedman or his
designated successor (the "Proxy Holder").
The foregoing
voting agreement shall not be personal to Bernstein, but
shall attach to all shares of Common Stock
as described above, and shall
therefore bind any bona fide,
non-affiliated third party transferee of the
shares of Class A Common Stock, except,
however, that this voting agreement
shall automatically terminate as to any
shares of Common Stock sold by Bernstein
to a bona fide, non-affiliated third party
transferee of the shares of Common
Stock, who is not related to, or an
affiliate of, Bernstein or any relative of
Bernstein, or otherwise have any agreement,
arrangement or understanding with
Bernstein or any of his affiliates with
respect to the voting of, or disposal
of, any shares of Common Stock (
