Agreement on Payment of Legal and Accounting Fees for Registration Statement – Material Technologies, Inc. and Golden Gate Investors, Inc.

Contract Categories: Business Finance › Funding Agreements
Summary

Material Technologies, Inc. and Golden Gate Investors, Inc. agree that Golden Gate Investors will retain a $50,000 advance, originally due to Material, to pay for legal and accounting fees related to filing a registration statement for certain shares. Any unused portion of the $50,000 will be given to Material. If the fees exceed $50,000, Material is responsible for the extra costs. This agreement clarifies how these specific legal and accounting fees will be handled between the two parties.

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EX-10.5 6 matechexh10_5.htm MATERIAL TECHNOLOGIES 8K AMENDMENT, LETTER RE: LEGAL FEES Untitled Page


Exhibit 10.5


GOLDEN GATE INVESTORS, INC.
1795 UNION STREET, 3rd FLOOR
SAN FRANCISCO, CALIFORNIA 94123
TELEPHONE:  (415) 409-8703
FACSIMILE:    (415) 409-8704
E-MAIL: ***@***
LA JOLLA                                                                            www.LJCInvestors.com                                                               SAN FRANCISCO



December 16, 2005


Robert M. Bernstein
Material Technologies, Inc.
11661 San Vicente Boulevard, Suite 707
Los Angeles, California 90049

                                        Re: Registration Statement Legal and Accounting Fees

Dear Robert:

This letter will set forth our agreement for the payment of the attorneys’ and accounting fees necessary for the filing of a registration statement by Material Technologies, Inc. (“Material”) to cover, among other things, the shares of Material’s common stock necessary for the 5 ¾ % Convertible Debenture and the Warrants issued to Golden Gate Investors, Inc. (“Holder”).

Under the Securities Purchase Agreement, Holder is to advance $50,000 to Material upon closing. It is agreed that Holder will retain the initial advance for the payment of legal and accounting fees for the filing of the Registration Statement for the Conversion Shares and the Warrant Shares. Any portion of the $50,000 that is not used for the payment of legal and accounting fees shall be advanced to Material.

Material agrees that it is responsible for the payment of legal and accounting fees, if any, over and above the $50,000 covered herein.

If this letter correctly reflects our agreement regarding the payment of Material’s attorneys’ and accounting fees for the preparation and filing of the Registration Statement, please acknowledge your agreement by signing below.

Sincerely,


/s/ Travis W. Huff


Travis W. Huff
Portfolio Manager



Material Technologies, Inc.

By: __/s/ Robert M. Bernstein_____________

Title: __Chief Executive Officer____________