Exhibit 10.4
CONSULTING AGREEMENT WITH
XXXXXX XXX
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 8th day of
March, 2002 and is by and amongst ATNG, INC. (the "Company") and Xxxxxx Xxx (the
"Consultant").
WHEREAS, Consultant is skilled in providing advertising services, and has
provided advertising services to Company in the past;
WHEREAS, the Consultant will provide approximately $74,800 in services to
the Company;
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, receipt whereof is hereby
acknowledged, it is agreed.
1. The Company hereby has engaged the Consultant for services and wishes to
pay Consultant and has agreed to payment of fees due for services already
rendered through issuance of stock.
2. In partial consideration of the services already provided, Consultant
shall receive up to 59,840 shares of the Company's common stock which shall be
issued for the accrual due and owing as a result of prior services rendered to
the Company by the Consultant and ongoing services. If after 30 days of receipt
of the share the stock is below $1.25 per share and the shares are sold then
ATNG, Inc. shall issue additional shares to make up the difference between the
sale price and $1.25 per share.
3. The Company will register all the compensation shares pursuant to a
registration statement on Form S-8. Such shares will be registered with the SEC
and will be unrestricted.
4. Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with proper
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postage and registration or certification fees prepaid, addressed at their
principal place of business or to such other address as may be designated by
either party in writing.
5. This Agreement shall be governed by and interpreted pursuant to the laws
of the state of California. By entering into this Agreement, the parties agree
to the jurisdiction of the California courts with venue in Los Angeles County,
California. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
6. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: COMPANY:
ATNG, INC.
/s/Xxxxxx Xxx /s/p.p. Xxxxxx Xxxxx
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Xxxxxx Xxx by: TAG XXXXX XXX
Chairman
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