CONSULTING AGREEMENT AMENDMENT No. 2
THIS CONSULTING AGREEMENT AMENDMENT No. 2 (this "Amendment") is dated as
of February 3rd, 1997 and entered into by and among AMERICAN TECHNOLOGIES
GROUP INC., a Nevada corporation ("ATG"), NEW CONCEPT MINING, INC., a Nevada
corporation ("NCM"), and XXXXX EXPLORATION CORPORATION, a Nevada corporation
("Xxxxx"), and is made with respect to the following:
A. WHEREAS, pursuant to a Consulting Agreement dated October 2, 1995
among the parties hereto, Xxxxx provided various services to NCM and will
continue to provide such services to NCM until July 31, 1997;
B. WHEREAS, pursuant thereto the responsibilities of and services
provided by Xxxxx have been and are greater than anticipated and the parties
desire to provide for additional compensation to Xxxxx as hereinafter
provided.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:
1. COMPENSATION. Section 3 of the Agreement is hereby amended to read
in its entirety as follows:
"3. COMPENSATION. As compensation for the services heretofore
performed by Xxxxx and to be performed by Xxxxx pursuant to this
Agreement prior to July 31, 1996, upon behalf of NCM, ATG agrees
to pay to Xxxxx 50,000 shares of ATG Common Stock (the "Initial
Shares"). The Initial Shares shall be valued at 20% less than the
average of the closing bid and asked price per share over the
twenty trading days prior to delivery, but in no event more than
$2.00 per share. As compensation for the services to be performed
by Xxxxx pursuant to this Agreement from August 1, 1996 to July
31, 1997, upon behalf of NCM, ATG agrees to pay to Xxxxx after
August 1, 1996, 60,000 shares of ATG Common Stock (the "Additional
Shares," the Initial Shares and the Additional Shares are
hereinafter sometimes referred together as the "Shares.") The
Additional Shares shall be valued at 20% less than the average of
the closing bid and asked price per share over the twenty trading
days prior to delivery, but in no event more than $2.25 per share.
The Shares to be delivered to Xxxxx hereunder shall be delivered
upon registration of
the Shares under the Securities Act of 1933 on Form S-8."
2. DEFINED TERMS. Capitalized words not defined in this Amendment shall
have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
XXXXX EXPLORATION CORPORATION,
a Nevada corporation
By: /s/ Xxxxxxx Xxxxx
--------------------------
Xxxxxxx Xxxxx, President
American Technologies Group, Inc., New Concept Mining, Inc.,
a Nevada corporation a Nevada corporation
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxxx, CEO Xxxx Xxxxxx, President
