Material Technologies 8K, Stock Exchange Agreement

STOCK EXCHANGE AGREEMENT

This STOCK EXCHANGE AGREEMENT (this "Agreement") is dated as of April 27, 2007, by and among Material Technologies, Inc., a Delaware corporation (" Matech ?) and Rocket City Automotive Group, Inc., a Florida corporation ("RCAU").

WHEREAS, RCAU and Matech have determined that it is in the best interest of the each of them and their shareholders to arrange for the exchange of 4,000,000 shares of RCAU common stock for 10,000,000 shares of Matech common stock.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF COMPANY STOCK

Section 1.1 Sale of Stock . Subject to the terms and conditions herein stated, Matech hereby agrees to purchase from RCAU 4,000,000 shares (the "RCAU Shares") of the common stock of RCAU, for a purchase price equal to 10,000,000 shares of the common stock of Matech (the "Matech Shares," and, together with the RCAU Shares, the "Securities"). All of the Securities shall be restricted shares, and shall bear appropriate legends as required by law.

Section 1.2 Exchange . On the Closing Date, Matech shall deliver to RCAU a certificate, registered in the name of RCAU, representing 10,000,000 shares of Matech, and RCAU shall deliver to Matech one certificate, registered in the name of Matech, representing 4,000,000 shares each of RCAU common stock.

Section 1.3 Closing . The closing of the transactions referred to in Section 1.1 hereof (the " Closing") shall take place as of the date hereof, or at such other time as the parties may agree upon. Such time and date are herein referred to as the " Closing Date."

ARTICLE II

REPRESENTATIONS OF MATECH

Matech represents and warrants to RCAU as follows:

Section 2.1 Matech Shares . All of the shares of capital stock of Matech have been duly authorized. The Matech Shares are free and clear of any liens or encumbrances of any type or nature whatsoever, and Matech has full right, power and authority to exchange the Matech Shares for RCAU shares without qualification.


Section 2.2. Corporate Status . Matech is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is licensed or qualified as a foreign corporation in all states in which the nature of their respective businesses or the character or ownership of their respective properties makes such licensing or qualification necessary.

Section 2.3 Authorization and Validity of Agreement . Matech has full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Matech and, assuming the due execution of this Agreement by RCAU, is a valid and binding obligation of Matech, enforceable against Matech in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Section 2.4 Consents and Approvals; No Violations . The execution and delivery of this Agreement by Matech and the consummation by Matech of the exchange of the Securities as contemplated herein and the other transactions contemplated hereby (a) will not violate the provisions of the Articles of Incorporation or bylaws of Matech, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which Matech is bound or by which any of their respective properties or assets are bound, and (c) will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any encumbrance upon any of the properties or assets of Matech under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lic ense, franchise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which Matech is a party, or by which they or any of its properties or assets may be bound.

ARTICLE III

REPRESENTATIONS OF RCAU

RCAU represents and warrants to Matech as follows:

Section 3.1 RCAU Shares . All of the shares of capital stock of RCAU have been duly authorized. The RCAU Shares are free and clear of any liens or encumbrances of any type or nature whatsoever, and RCAU has full right, power and authority to exchange the RCAU Shares for Matech shares without qualification.

Section 3.2. Corporate Status . RCAU is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida and is licensed or qualified as a foreign corporation in all states in which the nature of their respective businesses or the character or ownership of their respective properties makes such licensing or qualification necessary.

Section 3.3 Authorization and Validity of Agreement . RCAU has full power and authority (corporate or otherwise) to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement


has been duly executed and delivered by RCAU and, assuming the due execution of this Agreement by RCAU, is a valid and binding obligation of RCAU, enforceable against RCAU in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles.

Section 3.4 Consents and Approvals; No Violations . The execution and delivery of this Agreement by RCAU and the consummation by RCAU of the exchange of the Securities as contemplated herein and the other transactions contemplated hereby (a) will not violate the provisions of the Articles of Incorporation or bylaws of RCAU, (b) will not violate any statute, rule, regulation, order or decree of any public body or authority by which RCAU is bound or by which any of their respective properties or assets are bound, and (c) will not result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under, or result in the creation of any encumbrance upon any of the properties or assets of RCAU under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, fran chise, permit, agreement, lease, franchise agreement or any other instrument or obligation to which RCAU is a party, or by which they or any of its properties or assets may be bound.

ARTICLE IV

INVESTMENT AND PURCHASER REPRESENTATIONS

Section 4.1. Investment Representations . Each of Matech and RCAU hereby represents and warrants to the other that:

(a) Each has such knowledge and experience in financial and business matters so as to be capable of evaluating and under ...