MATERIAL TECHNOLOGIES, INC. a Delaware corporation REGULATION S SUBSCRIPTION AGREEMENT

Exhibit 10.2

MATERIAL TECHNOLOGIES, INC.
a Delaware corporation

REGULATION S
SUBSCRIPTION AGREEMENT

          1.       SUBSCRIPTION:  The undersigned (the “Subscriber”) hereby irrevocably offers to purchase 6 units (the “Units”), as set forth in that certain Second Amended Private Placement Memorandum of Material Technologies, Inc ., a Delaware corporation (the “Company”) dated January 30, 2007, as amended March 8, 2007 to reduce the purchase price per Unit from $0.50 per Unit to $0.40 per Unit and to reduce the exercise price of the Warrant from $0.75 per share to $0.60 per share, for a total purchase price of $600,000, which amount, when and if accepted by the Company, will constitute the payment by the Subscriber of the purchase price for the Units.

          2.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY SUBSCRIBER:  The Subscriber hereby represents, warrants and agrees as follows:

                    (a)        The Subscriber, if not an individual, is empowered and duly authorized to enter into this Subscription Agreement under any governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like; this Subscription Agreement constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms; and the person signing this Subscription Agreement on behalf of the Subscriber is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution, or the like.

                    (b)        The Subscriber understands that the Units to be purchased by it have not been registered under the Securities Act of 1933, as amended (the “Act”) in reliance upon an exemption contained in Regulation S promulgated under the Act (“Regulation S’’), and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the Subscriber’s suitability to acquire the Units.

                    (c)        The Subscriber, either alone or with the Subscriber’s professional advisers (i) are unaffiliated with, have no equity interest in (other than as set forth in the Investor Questionnaire attached hereto), and are not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly; (ii) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Units; and (iii) has the capacity to protect the Subscriber’s own interests in connection with the Subscriber’s proposed investment in the Units.

                    (d)        The Subscriber acknowledges receipt of the Second Amended Confidential Private Placement Memorandum dated January 30, 2007, as amended (the “Memorandum”), and each exhibit thereto as indicated therein and acknowledges that the Subscriber has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, and the business and proposed business of the Company as the Subscriber considers necessary in connection with the Subscriber’s investment in the Units.  The Subscriber has carefully reviewed the Memorandum and each exhibit thereto, and is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with officers of the Company any questions the Subscriber may have had with respect thereto.  The Subscriber understands:

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                    The Subscriber has consulted with the Subscriber’s own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Subscriber in the Units and the merits and risks of an investment in the Units.

                    (e)        The Subscriber is not, and at the time of the acquisition of the Units will not be, a “U.S. person’’ as defined in Regulation S under the Act.  To the best knowledge of the Subscriber, the Subscriber is not, and at the time of the acquisition of the Units will not be, acquiring the Units for the benefit of a “U.S. person’’ as defined in Regulation S under the Act.  To the best knowledge of the Subscriber, upon consummation of the transactions contemplated by the Subscription Agreement, the Subscriber will be the sole beneficial owner of the Units issued to it pursuant to the Subscription Agreement, and to the best knowledge of the Subscriber the Subscriber has not pre-arranged any sale with any purchaser or purchasers in the United States .  For purposes of this Agreement, a “U.S. person’’ includes, without limitation, any natural person resident in the United States, any partnership or corporation organized or incorporated under the laws of the United States (other than certain branches of non-U.S. banks or insurance companies), any estate of which any executor or administrator is a U.S. person or any trust of which any trustee is a U.S. person (with certain exceptions) and any agency or branch of a foreign entity located in the United States, but does not include a natural person not resident in the United States.  The “United States’’ means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

                    (f)        The Subscriber is outside the United States as of the date of the execution and delivery of this Subscription Agreement and will be outside the United States at the time of the purchase of Units as contemplated by the Subscription Agreement; provided that delivery of the Units may be effected in the United States through the Subscriber’s agent upon Subscriber’s request so long as the Subscriber is outside the United States at the time of such delivery.

                    (g)        If the Subscriber is an individual, the Subscriber is over 21 years of age; and if the Subscriber is an unincorporated association, all of its members are of such age. 

                    (h)        The Subscriber hereby acknowledges and agrees that this Subscription Agreement is an offer by the Subscriber to purchase the Units, which offer may be accepted or declined by the Company.  The Subscriber hereby further acknowledges that this Subscription Agreement does not constitute an offer by the Company to sell securities or a solicitation of an offer to buy securities.

                    (i)         The Subscriber has accurately completed the Investor Questionnaire attached hereto as Exhibit A and incorporated by reference herein.

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          3.       ABILITY TO TRANSFER.  The Subscriber can sell or otherwise transfer the Units in accordance with the provisions of Regulation S of the Act or pursuant to another available exemption from registration under the Act.  The Subscriber has no present intention to sell or otherwise transfer the Units except pursuant to registration under the Act or in accordance with the provisions of Regulation S of the Act or pursuant to another available exemption from registration under the Act.  The Subscriber understands that the Company is required, under Rule 903 of Regulation S, to refuse to register the transfer of any of the Units to be received by the Subscriber pursuant to this Agreement that are not transferred pursuant to a registration statement under the Act, in compliance with Regulation S under the Act or otherwise pursuant to an available exemption from registration.

          4.       CERTIFICATES REPRESENTING THE SHARES TO BE LEGENDED:  The Subscriber understands and agrees that any certificate representing the Units or relating to the Units may bear such legends as the Company may consider necessary or advisable to facilitate compliance with the Act, applicable state blue sky laws, and any other securities law, including without limitation legends stating that the Units have not been registered under the Act or qualified under the Law and setting forth the limitations on dispositions imposed hereby.

          5.       SHARES WILL BE RESTRICTED SECURITIES:  The Subscriber understands that the Units will be “restricted securities” as that term is defined in Rule 144 under the Act and, accordingly, that the Units must be held indefinitely unless they are subsequently registered under the Act and qualified under applicable state blue sky law and any other applicable securities law or exemptions from such registration and qualification as are available.  The Subscriber understands that the Company is under no obligation to register the Units under the Act, to qualify the Units under any securities law, or to comply with any exemption under the Act or any other law.  The Subscriber understands that Rule 144 prevents the sale of any of the Units for at least one year, and only then under certain specific circumstances.

          6.       COMPANY MAY REFUSE TO TRANSFER:  Notwithstanding the foregoing, if, in the opinion of counsel for the Company, the Subscriber has acted in a manner inconsistent with the representations and warranties in this Subscription Agreement, the Company may refuse to transfer the Subscriber’s Units until such time as counsel for the Company is of the opinion that such transfer will not require registration of the Units under the Act or qualification of the Units under applicable blue sky law or any other securities law.  The Subscriber understands and agrees that the Company may refuse to acknowledge or permit any disposition of the Units that is not in all respects in compliance with this Subscription Agreement and that the Company intends to make an appropriate notation in its records to that effect.

          7.       INDEMNIFICATION:  The Subscriber hereby agrees to indemnify and defend the Company and its directors and officers and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:

                    (a)        Any breach of or inaccuracy in the Subscriber’s representations, warranties or agreements herein;

                    (b)        Any disposition of any Units contrary to any of the Subscriber’s representations, warranties or agreements herein;

                    (c)        Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company under the Act, or (ii) any disposition of any Units.

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          8.       SUCCESSORS:  The representations, warranties and agreements contained in this Subscription Agreement shall be binding on the Subscriber’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

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Number of Units Subscribed:              6     


Amount of Enclosed Check:       $600,000

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          I, the undersigned, hereby certify under penalty of perjury under the laws of the State of California , that the information contained herein is complete and accurate and may be relied on by the Company.  I will notify the Company promptly of any material change in any of such information.

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