CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is dated as of April 23, 1997
and entered into by and between AMERICAN TECHNOLOGIES GROUP INC., a Nevada
corporation ("ATG"), and XXXXXXX XXXXXXX ("Xxxxxxx"), and is made with respect
to the following:
A. WHEREAS, ATG desires memorialize the terms under which Xxxxxxx has
provided and will continue to provide real estate, acquisition and other
consulting services;
B. WHEREAS, Xxxxxxx 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. Xxxxxxx 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 previously
performed and to be performed by Xxxxxxx pursuant to this Agreement, ATG shall
pay to Xxxxxxx One Hundred Thousand Dollars ($100,000) in the form of thirty-
three thousand (33,000) shares of ATG Common Stock (the "Shares") valued at
$3.03 per share.
4. XXXXXXX REPRESENTATIONS AND WARRANTIES. XXXXXXX 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 XXXXXXX will acquire the Shares for XXXXXXX'x own account
and not with a view to their resale or distribution and that XXXXXXX 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. XXXXXXX 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 XXXXXXX 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, XXXXXXX hereby acknowledges that XXXXXXX is prepared to hold the
Shares for an indefinite period of time.
4.3 that XXXXXXX has a preexisting business or personal relationship
with ATG, that he is aware of the business affairs and financial condition of
ATG and that XXXXXXX has such knowledge and experience in business and
financial matters with respect to companies in business similar to ATG to
enable XXXXXXX to evaluate the risks of the prospective investment and to
make an informed investment decision with respect thereto. XXXXXXX further
acknowledges that ATG has made available to XXXXXXX the opportunity to ask
questions and receive answers from ATG concerning the terms and conditions of
the issuance of the Shares and that XXXXXXX could be reasonably assumed to
have the capacity to protect his own interests in connection with such
investment.
4.4 that XXXXXXX realizes that his purchase of the Shares is a
speculative investment and that XXXXXXX is able, without impairing his
financial condition, to hold the Shares for an indefinite period of time and
to suffer a complete loss of his investment.
5. NO TRANSFER: XXXXXXX 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 Xxxxxxx desires to sell the
Shares and resale of the Shares is not available under Rule 144 or such other
comparable Rule, Xxxxxxx 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 XXXXXXX'x expense which shall not exceed $5,000.
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
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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
Xxxxxxx: Xxxxxxx Xxxxxxx
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.
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
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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 Xxxxxxx is currently involved with, Xxxxxxx 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.
/s/ Xxxxxxx Xxxxxxx
---------------------------------
Xxxxxxx Xxxxxxx
American Technologies Group, Inc.,
a Nevada corporation
By: /s/ Xxxx Xxxxxxx
------------------------------
Xxxx Xxxxxxx
Chief Executive Officer
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