EXHIBIT 10.6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is dated as of May 8,
2000, and entered into by and between AMERICAN TECHNOLOGIES GROUP INC., a
Nevada corporation ("ATG"), and XXXXXXX XXXXXXX ("XXXXXXX").
A. WHEREAS, ATG desires to study the application of its ScreenMagic
product to eyeglasses;
B. WHEREAS, XXXXXXX is an experienced optometrist and is willing to
develop a protocol for use with his patients for such testing of ScreenMagic;
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 develop a protocol and test
ScreenMagic for its effectiveness and for consumer satisfaction for use on
eyeglasses.
2. TERM. XXXXXXX shall deliver the protocol to ATG on or before
August 31, 2000 and the test shall be complete by December 31, 2000.
3. COMPENSATION. (a) As full compensation for all services to be
performed by XXXXXXX pursuant to this Agreement, ATG hereby grants to XXXXXXX
the right and option (the "Option") to purchase, on the terms and conditions
hereinafter set forth, an aggregate of one hundred thousand (100,000) shares
of the common stock of ATG (the "Option Shares"). The exercise price (the
"Exercise Price") of the Option Shares is $0.21 per share, the high closing
bid price on the date hereof.
(b) ATG shall use its best efforts to file a registration statement
covering the Option Shares with the Securities and Exchange Commission within
thirty (30) days hereof and use its best efforts to cause said registration
statement to be declared effective as soon as possible.
4. TIME AND MANNER OF EXERCISE: XXXXXXX shall have the right to
purchase from ATG the Option Shares at any time and from time to time until
April 30, 2003. The purchase shall be made by delivery to ATG of a notice of
exercise specifying the number of shares (the "Shares") to be purchased
accompanied by a check in the amount of the aggregate Exercise Price or in
lieu of a cash payment XXXXXXX may execute such cashless exercise of the
Option as may then be permitted by the Securities and Exchange Commission
such that the period following the exercise of such
Option for purposes of determining the holding period under Rule 144
promulgated pursuant to the Securities Act of 1933, including, without
limitation, to make payment therefore in shares of common stock of ATG having
a fair market value on the date the notice is deemed duly given pursuant to
Section 6 hereof (the "Notice Date") equal to the option price of such shares
multiplied by the number of shares as to which the Option is being exercised.
For purposes hereof, the fair market value of a share of common stock of ATG
shall mean the average of the closing bid and asked price per share over the
five trading days immediately preceding the Notice Date. Promptly upon
receipt of such material, ATG shall cause the delivery to XXXXXXX of an ATG
stock certificate representing the Option Shares so purchased.
5. XXXXXXX'X REPRESENTATIONS:
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 upon exercise of
the Option:
5.1 Investment Intent. that XXXXXXX is acquiring the Option, and
if XXXXXXX exercises the Option will acquire the Option Shares, for XXXXXXX'X
own account and not with a view to their resale or distribution and that
XXXXXXX is prepared to hold the Option and the Option Shares, if acquired,
for an indefinite period and has no present intention to sell, distribute or
grant any participating interests in the Option or the Option Shares, if
acquired. XXXXXXX hereby acknowledges the fact that the Option Shares may
not be registered under the Securities Act of 1933, as amended (the "1933
Act") or applicable state securities laws.
5.2 Restricted Securities. that XXXXXXX has been informed that the
Option and the Option Shares may not be resold or transferred unless first
registered under the Federal and applicable state securities laws or unless
an exemption from such registration is available. Accordingly, XXXXXXX
hereby acknowledges that XXXXXXX is prepared to hold the Option and the
Option Shares for an indefinite period of time.
5.3 XXXXXXX'x Knowledge. 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
businesses 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
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questions and receive answers from ATG concerning the terms and conditions of
the issuance of the Option and the Option Shares and that XXXXXXX could be
reasonably assumed to have the capacity to protect his own interests in
connection with such investment.
5.4 Speculative Investment. that XXXXXXX realizes that his
acquisition of the Option and his purchase of the Option Shares, if at all,
will be a speculative investment and that XXXXXXX is able, without impairing
his financial condition, to hold the Option and the Option Shares for an
indefinite period of time and to suffer a complete loss of his investment.
6. NO TRANSFER: XXXXXXX shall not transfer, encumber, alienate or
dispose, by gift or otherwise, all or any part of the Option Shares, except
as may be permitted by law.
7. RESTRICTIVE LEGEND: In order to reflect the restrictions on
disposition of the Option Shares, if any, the stock certificates for such
shares may be endorsed with 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.
8. 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:
If to ATG: AMERICAN TECHNOLOGIES GROUP, INC.
0000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000 Attention: Chief
Executive Officer
If to XXXXXXX: 000 Xxxx Xxxxxx Xxxxx
Xxxx Xxxxxxx, Xxxxxxxx 00000
Each of the parties hereto may change its address for purposes of this
Section 8 by giving written notice of such change in the manner provided for
in this Section 8.
9. ATTORNEY'S FEES AND EXPENSES. In the event that it should become
necessary for any party to this Agreement to bring
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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.
10. 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.
11. 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.
12. Assignment. This Agreement is not assignable but shall be binding
upon and shall inure to the benefit of the successors of each party hereto.
13. 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.
14. Non-Competition. During the term hereof, Xxxxxx 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
direct competition in any manner with the business of ATG, without the prior
written consent of ATG.
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15. 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.
American Technologies Group, Inc., Xxxxxxx Xxxxxxx
a Nevada corporation
By: /s/ Xxxxxxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxx
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Xxxxxxxx X. Xxxxx Xxxxxxx Xxxxxxx
Chief Executive Officer
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