AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into as of this 23rd
day of June, 1998 by and between AMERICAN TECHNOLOGIES GROUP, INC., a Nevada
corporation ("ATG"), and XXXX X. XXXXXXX ("Xxxxxxx").
1. SALE OF ATG MEDIA. For and in consideration of the payment of Five
Hundred Thousand Dollars ($500,000), ATG shall sell, transfer and convey to
Xxxxxxx all right, title and interest in and to ATG Media, Inc., a Minnesota
corporation ("Media"). The purchase price shall be paid prior to August 14,
1998. Within 30 days of the Closing, Xxxxxxx shall change the name of Media so
as to not include any reference to "ATG."
2. CLOSING. The Closing shall occur upon receipt by Xxxxxxx of
$2,000,000 from the sale of certain securities by him to Cone, Xxxx Xxxxxxxx,
Ltd. In the event that Xxxxxxx does not receive such amount by August 14, 1998,
at Xxxxxxx' option, ATG shall return to Xxxxxxx such amount of the purchase
price paid to ATG or the number of shares of ATG common stock determined by
dividing such portion of the purchase price by $0.89.
3. FINANCIAL CONDITION OF MEDIA. ATG represents that the financial
information attached as Exhibit A to the Amendment to Agreement dated May 6,
1998 (the "Amendment") is accurate and complete in all material respects as of
such date. ATG will cause Media to be operated in its normal course through the
Closing. ATG shall take such action and pay such amounts as may be necessary to
assure that the liabilities of Media on the Closing are no greater than as set
forth in Exhibit A. ATG shall be responsible for payroll and payroll taxes for
the current Media employees through the Closing. Except as specifically
represented by ATG herein, Xxxxxxx is purchasing Media in an "as is," "where is"
condition.
4. POST-CLOSING OPERATION OF MEDIA. Media may occupy its current
premises for no more than 30 days after the Closing, rent free. However, prior
to the expiration of such 30 day period, Media shall vacate the premises.
5. CONSULTING FEES. The obligation of the parties under Sections 4 and 5
of the Consulting Agreement and Release dated November 20, 1997 (the "Consulting
Agreement") shall remain in effect until the Closing. Past due fees thereunder
shall be paid at the time as the purchase price for media is paid by Xxxxxxx in
a simultaneous transaction.
6. XXXXXXX' ATG STOCK. The obligations of the parties under Section 1 of
the Amendment are hereby canceled. Xxxxxxx represents and warrants, however,
that he has irrevocably directed the sale of two million, two hundred fifty
thousand (2,250,000) shares of ATG Common Stock for a total of Two Million
Dollars ($2,000,000) and provided adequate documentation as to the disposition
of the balance of his share holdings.
7. XXXXXXX ATG STOCK OPTIONS. Omitted.
8. REGISTRATION RIGHTS. If at any time Xxxxxxx desires to exercise some
or all of the options to purchase 375,000 shares of ATG Common Stock (the
"Shares") included within the ATG Options before such options' expiration,
Xxxxxxx shall so notify ATG in writing and as soon as practicable thereafter 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' expense
which shall not exceed Five Thousand Dollars ($5,000). However, in the event
that an exemption from registration of the Shares is available within 4 months
of the date of the request for registration, then ATG need not register the
Shares.
9. RATIFICATION OF CONSULTING AGREEMENT. Except as specifically modified
in this Agreement, the Amendment and the Consulting Agreement are hereby
ratified and confirmed. In the event of any conflict in the provisions of this
Agreement and those contained in the Amendment or the Consulting Agreement, the
provisions of this Agreement shall control. While all non-conflicting
provisions of that agreement are so ratified and confirmed herein, specific
reference is made to the general mutual release provisions contained therein, as
well as the waiver provisions of that Agreement, which are specifically
reiterated herein for emphasis, so that both parties have a clarion
understanding of that repetition, for purposes of unambiguous reinforcement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
/s/ Xxxx Xxxxxxx
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Xxxx X. Xxxxxxx
American Technologies Group, Inc.
a Nevada corporation
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
Title: Chief Executive Officer
