EXHIBIT 99.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into
this 29th day of October, 2001 between "Xxxxx Xxxxx" "AMTI" (OTCBB) and Xxxxxxx
Xxxxxxxx (Consultant).
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Purpose.
The Company hereby engages Consultant as a non-exclusive independent consultant
(and not as as agent, employee, partner or joint venturer) during the term
specified hereinafter to render consulting advice to The Company upon the terms
and conditions as set forth herein.
2. Term
This Agreement will be effective for a period of (3) months, commencing on the
date of this Agreement (the "Term"), provided that (The Company) may terminate
this Agreement at any time for any reason upon 30 days' prior written notice to
the Consultant; provided that the provisions of Sections 4 and 11-17 inclusive
will survive termination of this Agreement.
3. Duties of Consultant.
(a) At all times during the Term, Consultant will provide The Company with
consulting advice as is reasonably requested by (The Company) with respect to
financial planning and the development of a business plan as is reasonably
requested by The Company. In performance of these duties, Consultant will
provide The Company with the benefits of its reasonable judgment sad efforts.
Consultant's duties include, but will not necessarily be limited to the
following:
(i) Advice regarding the existing and possible alternative
financial structures for The Company, including but not
limited to the use of debt and equity;
(ii) Advice regarding the formulation of business and financing
goals and plus;
(iii) Advice concerning strategic issues, including alliance
partnerships, mergers and acquisitions and joint ventures;
(iv) Advice concerning short and long term financial planning
(v) Advice concerning alternative uses of corporate assets
(vi) Advice regarding the implementation of The Company's goals and
plans; and
(vii) Use of Consultant's reasonable best endeavors to comply with
all reasonable requests of The Company in relation to the
performance of the duties of the Consultant hereunder.
(b) In connection with rendering its advice hereunder, Consultant and its
employees and agents will be given reasonable access to the Company's officers,
premises and records.
(c) The Company acknowledges that Consultant's advice pursuant hereto does not
and will not constitute any guarantee or other assurance as to the ability of
The Company to accomplish any specific goals or plans of The Company.
(d) The Company acknowledges that Consultant retains the right to provide
consulting advice to other parties. Nothing herein contained will be construed
to limit or restrict Consultant in conducting such business with respect to
others, or in rendering advice to others or conducting any other business.
During the Term the Consultant will not, however, provide consulting advice in
favor of any other parties engaged in the same business as The Company without
prior written consent of The Company, other than to affiliates of The Company.
4. Compensation.
In consideration for Consultant agreeing to provide and providing the consulting
services rendered pursuant to this Agreement. The Company agrees, subject to the
applicable requirements of federal and state law of the United States and of any
regulatory authority therein
(a) Payment will be 2,000,000 shares of companies free trading shares of "AMTI"
(b) (0) Shares of 144 stock. This stock will have unlimited piggyback
registration rights.
(c) (0) Shares based on a stock price of
(d) (0) shares based on a 50% IN SHAREHOLDER BASE
the Company will pay or promptly reimburse Consultant for the out-of-pocket
expenses, including expenses for travel, lodging, and meals, which are
(a) incurred by Consultant in connection with the performance of services under
this Agreement.
(b) the Company either (i) authorizes in advance and confirms in writing or (ii)
subsequently determines, in its sole discretion, to be reasonable under the
circumstances.
(c) identified in an invoice submitted to the Company; and
(d) supported by receipts for individual expense items of Twenty Five Dollars
($25) or more.
6. Proprietary Information.
Consultant agrees that, except as appropriate to fulfill its duties under this
Agreement or as required by law, it will not use or disclose, without The
Company's prior consent, any information furnished or disclosed (whether before
or after the date hereof) to Consultant by the Company or its employees, agents
or representatives, including without limitation any of The Company's trade
secrets or other proprietary information or information concerning The Company's
current and any future proposed operations, services or products; provided that
Consultant's obligations of nonuse and nondisclosure under this provision will
not be deemed to restrict the use and/or disclosure of information that:
(a) Is or becomes publicly known or within the public domain without a breach of
this agreement.
(b) Consultant can establish what was known to it prior to its receipt thereof;
or
(c) Has been or is subsequently disclosed to Consultant by a third person who is
not under an obligation of confidence to The Company or any of its affiliates.
7. Representations and Warranties of The Company.
The Company represents and warrants to Consultant as follows:
(a) This Agreement is a valid and binding agreement of The Company, enforceable
against The Company in accordance with its terms.
(b) When issued as provided in this Agreement, the Shares will be duly and
validly issued, fully paid and non-assessable, free and clear of any liens or
encumbrances, and will be free of restrictions on transfer.
(c) When issued as provided in this Agreement, the Shares will have been
registered with the Securities and Exchange Commission, or exempt from such
qualification.
8. Representations and Warranties of The Consultant.
The Consultant represents and warrants to The Company that this Agreement is a
valid and binding agreement of the Consultant, enforceable against the
Consultant in accordance with its terms.
9. Assignment.
This Agreement and the rights hereunder may not be assigned by either party
(except by operation of law) without prior written consent of the other party,
but, subject to the foregoing limitation, this Agreement will be binding upon
and inure to the benefit of the respective successors, assigns and legal
representatives of the parties.
10. Notices and Other Communications.
Any notice or other communication required or permitted to be given under this
Agreement must be in writing and will be deemed effective when delivered in
person or transmitted by a facsimile process (with a prompt written
confirmation) or, if outside the hours of 9:00 a.m. to 5:00 p.m. on any business
day in the jurisdiction of the addressee, will be deemed to be given at 9:00
a.m. on the next business day, or on the third business day after the day on
which mailed from within the United States of America, to the following
addresses (or to any other address subsequently specified by the person to whom
the notice or other communication is sent):
For the purposes of this Agreement, "business day" will refer to a day in which
banks are open for business.
11. Caption.
The headings of the sections of this Agreement are intended solely for
convenience of reference and are not intended and will no be deemed for any
purpose whatever to modify or explain or place any construction upon any of the
provisions of this Agreement.
12. Attorneys' Fees.
In the event any party hereto will institute an action to enforce any rights
hereunder, the prevailing party in such action may seek, in addition to any
other relief granted, reasonable attorneys' fees and costs.
13. Entire Agreement
This Agreement, together with the Warrant, constitute the entire agreement
between the parties hereto pertaining to the consulting relationship of the
parties and supersede all prior and contemporaneous agreements and
understandings of the parties, and there are no representations, warranties or
other agreements between the parties in connection with the subject matter
hereof except as specifically set forth herein. No supplement, modification,
amendment, waiver or termination of this Agreement will be binding unless
executed in writing by the parties hereto. No waiver of any of the provisions of
this Agreement will be deemed or will constitute a waiver of any provision
hereof (whether or not similar), nor will waiver constitute a continuing waiver.
14. Indemnification by The Company and the Consultant.
(a) Consultant hereby agrees to indemnify and save The Company and hold The
Company harmless in respect of all causes of actions, liabilies, costs, charges
and expenses, loss and damage (including consequential loss) suffered or
incurred by the Company (including legal fees) arising from any willful or
grossly negligent act or omission of the Consultant or its employees, servants
and agents and/or arising from any material breach by Consultant or any of its
employees, servants and agents of any of the terms and conditions imposed on the
Consultant pursuant to this Agreement.
(b) The Company hereby agrees to indemnify and save Consultant and hold
Consultant harmless in respect of all causes of actions, liabilities, cost,
charges and expenses, loss and damage (including consequential loss) suffered or
incurred by the Consultant (including legal fees) arising from any willful or
grossly negligent act or omission of The Company or its employees, servants and
agents and/or arising from material breach by The Company or any of its
employees, servants and agents of any of the terms and conditions imposed on The
Company pursuant to this Agreement.
(c) No party will be liable to any other party hereunder for any claim covered
by insurance, except to the extent that the liability of such party exceeds the
amount of such insurance coverage. Nothing in this clause (c) will be construed
to reduce insurance coverage to which any party may otherwise be entitled.
15. Severability.
If any provision or portion of a provision of this Agreement is held to be
invalid, illegal or unenforceable under applicable law, that provision or
portion will be excluded from this Agreement, but only to the extent of such
prohibition or unenforceability, and the balance of the Agreement will be
interpreted as if that provision or portion were so excluded, and will be
enforceable in accordance with its terms.
o 8/9/0116. Governing Law.
17. Counterparts.
This Agreement may be executed in counterparts. All of such counterparts will
constitute one and the same agreement. The Company and Consultant agree that
facsimile signatures of this Agreement will be deemed a valid and binding
execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this day and
year first above written.
The Company: Title: President Consultant: By: /s/ Title: Special
Project Consultant
