CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is dated as of May 20, 1997
and entered into by and between AMERICAN TECHNOLOGIES GROUP INC., a Nevada
corporation ("ATG"), and BWN OIL INVESTMENTS, INC., a Nevada corporation,
("BWN"), and is made with respect to the following:
A. WHEREAS, ATG desires to memorialize the terms under which BWN will
locate potential products and companies for ATG to acquire and to provide
other services to ATG;
B. WHEREAS, BWN is willing to provide such services to ATG;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. CONSULTING SERVICES. BWN shall provide consulting services to ATG
as described above.
2. TERM. The term ("Term") of this Agreement shall commence on the
date hereof and shall be for a one year term.
3. COMPENSATION. As full compensation for all services to be performed
by BWN pursuant to this Agreement, ATG shall pay to BWN Sixty-Three Thousand
Dollars ($63,000) in the form of twenty thousand (20,000) shares of ATG
Common Stock (the "Shares") valued at $3.15 per share.
4. BWN REPRESENTATIONS AND WARRANTIES. BWN hereby warrants and
represents to ATG as follows, each of which representation and warranty is
material and is being relied upon by ATG and each of which is true at and as
of the date hereof and will be true at the time of issuance of the Shares:
4.1 that BWN will acquire the Shares for BWN's own account and not
with a view to their resale or distribution and that BWN is prepared to hold
the Shares, if acquired, for an indefinite period and has no present
intention to sell, distribute or grant any participating interests in the
Shares, if acquired. BWN hereby acknowledges the fact that the Shares will
not be registered under the Securities Act of 1933, as amended (the "1933
Act") or the California Corporations Code.
4.2 that BWN has been informed that the Shares may not be resold or
transferred unless first registered under the Federal and California
securities laws or unless an exemption from such registration is available.
Accordingly, BWN hereby
acknowledges that BWN is prepared to hold the Shares for an indefinite period
of time.
4.3 that BWN has a preexisting business or personal relationship
with ATG, that he is aware of the business affairs and financial condition of
ATG and that BWN has such knowledge and experience in business and financial
matters with respect to companies in business similar to ATG to enable BWN to
evaluate the risks of the prospective investment and to make an informed
investment decision with respect thereto. BWN further acknowledges that ATG
has made available to BWN the opportunity to ask questions and receive
answers from ATG concerning the terms and conditions of the issuance of the
Shares and that BWN could be reasonably assumed to have the capacity to
protect its own interests in connection with such investment.
4.4 that BWN realizes that its purchase of the Shares is a
speculative investment and that BWN and each of its shareholders is able,
without impairing its financial condition, to hold the Shares for an
indefinite period of time and to suffer a complete loss of its investment.
4.5 that there are no more than five shareholders of BWN.
5. NO TRANSFER: BWN shall not transfer, encumber, alienate or dispose,
by gift or otherwise, all or any part of the Shares, except as may be
permitted by law.
6. RESTRICTIVE LEGEND: In order to reflect the restrictions on
disposition of the Shares, the stock certificates for such shares will be
endorsed with the a legend substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933
OR APPLICABLE STATE LAW, AND MAY NOT BE SOLD, ASSIGNED
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION THEREUNDER OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
SUCH REGISTRATION IS NOT REQUIRED.
7. REGISTRATION RIGHTS. If at any time BWN desires to sell the Shares
and resale of the Shares is not available under Rule 144 or such other
comparable Rule, BWN shall so notify ATG in writing and as soon as
practicable ATG shall file a registration statement on Form S-8 or other
applicable form with the Securities and Exchange Commission covering the
Shares, at BWN's expense which shall not exceed $5,000.
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8. TERMINATION. This Agreement may be terminated upon thirty days
advance written notice by either party for any reason or no reason.
9. NOTICES. Any and all notices or other communications required or
permitted by this Agreement or by law shall be deemed duly served and given
when actually received by personal delivery or by certified mail, return
receipt requested, with first class postage prepaid thereon, to the party to
whom such notice or communication is directed, addressed as follows:
ATG: AMERICAN TECHNOLOGIES GROUP, INC.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Executive Officer
BWN: BWN OIL INVESTMENTS, INC.
000 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Each of the parties hereto may change its address for purposes of this
Section 9 by giving written notice of such change in the manner provided for
in this Section 9.
10. ATTORNEY'S FEES AND EXPENSES. In the event that it should become
necessary for any party to this Agreement to bring an action, including
arbitration, either at law or in equity, to enforce or interpret the terms of
this Agreement, the prevailing party in such action shall be entitled to
recover its reasonable attorneys' fees and expenses as a part of any judgment
therein, in addition to any other award which may be granted.
11. APPLICABLE LAW/VENUE. This Agreement is executed and intended to
be performed in the State of California and the laws of such state shall
govern its interpretation and effect. If suit is instituted by any party
hereto by any other party hereto for any cause or matter arising from or in
connection with the respective rights or obligations of the parties
hereunder, the sole jurisdiction and venue for such action shall be the
Superior Court of the State of California in and for the County of Los
Angeles.
12. INTEGRATED AGREEMENT. As to the subject matter of this Agreement,
this Agreement constitutes the entire agreement of the parties and supersedes
all prior agreements between the parties and all such prior agreements shall
be deemed voluntarily terminated by the mutual consent of the parties hereto
and shall be of no further force or effect.
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13. ASSIGNMENT. This Agreement is not assignable but shall be binding
upon and shall inure to the benefit of the successors of each party hereto.
14. SEVERABILITY. Any provision in this Agreement which is, by
competent judicial authority, declared illegal, invalid or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such illegality, invalidity or unenforceability without invalidating the
remaining provisions hereof or affecting the legality, validity or
enforceability of such provision in any other jurisdiction. The parties
hereto agree to negotiate in good faith to replace any illegal, invalid or
unenforceable provision of this Agreement with a legal, valid and enforceable
provision that, to the extent possible, will preserve the economic bargain of
this Agreement, or otherwise to amend this Agreement, including the provision
relating to choice of law, to achieve such result.
15. NON-COMPETITION. During the term hereof, except for business for
which BWN is currently involved with, BWN shall not, directly or indirectly,
whether as an employee, employer, consultant, agent, officer, principal,
partner, stockholder, director or any other individual or representative
capacity, engage or participate in any business that is in competition in any
manner with the business of ATG.
16. WAIVER. No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BWN OIL INVESTMENTS, INC.,
a Nevada corporation
By:/s/ Xxxxxxx Xxxxxxx
-------------------
Xxxxxxx Xxxxxxx
Vice President
American Technologies Group, Inc.,
a Nevada corporation
By:/s/ Xxxx Xxxxxxx
----------------
Xxxx Xxxxxxx
Chief Executive Officer
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