EXHIBIT 10.1
M & M Group 000 Xxxxxx Xxxxx
Xxx Xxxxxxx, XX 00000
Phone 000-0000
Fax 000-0000
September 9, 1997
Consulting Agreement
This agreement ("Agreement") is entered into this 9th day of September, by and
between American Technologies Group, Inc. (the "Company") and M & M Group, Inc.
("Consultant").
WHEREAS, Consultant has experience and expertise in corporate finance, financial
public relations, and knowledge in the development of secondary trading markets
and
WHEREAS, the Company desired to engage Consultant to assist in development of
secondary trading markets and for advise on financial public relations and
investment banking matters.
NOW THEREFORE, the Company and Consultant agree as follows:
1. Consultant's Services
Consultant will provide the Company consulting services in connection with
the following matters:
a. Develop additional Broker relations program.
b. Consult with the Company about its present and future securities
structure.
c. Provide guidance for full registrations on N.A.S.D. or any other
Exchange the Company approves.
d. Participate and coordinate road trips for Company executives to
provide introductions and information to brokers, investment bankers,
financial analysts, and money managers about the Company.
2. Compensation
In consideration of the Consultant's services, the Company shall compensate
the Consultant as follows:
a. Term of Agreement shall be for 6 (Six) months.
$15,000.00 per month for the first two months.
$12,500.00 per month for the second two months.
$10,000.00 per month for the third two months.
The above can be paid with S-8 stock at an average price of the last
10 (Ten) days of trading per month.
An option to purchase 100,000 options at $3.00 vested at 25% every 6
(Six) weeks, until 100% has been achieved.
b. Reimbursement of reasonable out of pocket expenses inquired by
Consultant in performance of the services contemplated by this
Agreement, to be preapproved by the Company's CEO.
3. Indemnification
The Company agrees to indemnify and hold harmless Consultant and their
agents and employees against any loses, claims, damages or liabilities,
joint or several, to which Consultant or any such other person may become
subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions, suits or proceedings in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material, or arising out of or based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading and will reimburse Consultant or any other such person for any
legal or other expenses reasonably incurred by Consultant or any such other
person in connection with investigation or defending any such loss, claim,
damage, liability, or action, suite or proceeding provided, however that
the Company will not be liable in any such case tot the extent that any
such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in, or omission or alleged
omissions reliance upon and in conformity with written information
furnished to the Company by Consultant specifically for use in preparations
thereof. This indemnity agreement will be in addition to any liability
which the company may otherwise have.
Consultant will indemnify and held harmless the Company, each of its
directors, each of its officers, or persons, if any who control the Company
within the meaning of the Act against any losses claims, damages, or
liabilities to which the Company or any such other person may become
subject, under the Act or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions, suits, or proceedings in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact that may arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statement therein
not misleading in each case to the extent, but only to the extent, that
such untrue statement or a alleged untrue statement or omission or in
reliance upon and in conformity with written information furnished to the
Company by the Consultant specifically for use in the preparation thereof
and will reimburse any legal or other expense reasonably incurred by the
Company or any such other person in connection with investigating or
defending any such loss, claim, damage, liability, or action, suit or
proceeding. This indemnity agreement will be in addition to any liability
which Consultant may have.
Promptly after receipt by a indemnified party under this Section of notice
of the commencement of any action, suit or proceeding, such indemnified
party will, if a claim in respect thereof is to be made against an
indemnifying party under this Section, notify the indemnifying party of the
commencement thereof but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any
indemnified party otherwise than under this Section.. In case any such
action, suit or proceeding is brought against any indemnified party and it
notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and to the
extent may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party and after notice from the indemnified party under this
Section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
4. Termination
This Agreement may be terminated by mutual agreement of the parties by
written notice to the other party. The provisions on Indemnification shall
survive any termination of the Agreement by either party.
5. Complete Agreement: Modification
This Agreement constitutes the entire understanding of the parties with
respect to the matters it purports to cover and no promise, representation,
or warranty other than those set out herein, shall be of any force or
effect. No modification or amendment of this Agreement shall be of any
force of effect unless reduced to writing, signed by all the record
shareholders and deposited with the Corporation.
6. Descriptive Headings
The Descriptive headings of the Agreement are for convenience only and
shall not control or affect the meaning or construction of any provision of
this Agreement.
7. Counterparts
This Agreement may be executed in any number of counterparts and each such
counterpart hereof shall be deemed to be an original instrument, but all
such counterpart together shall constitute but one Agreement.
8. Governing Law and Venue
The interpretation and construction of this Agreement shall be governed by
the laws of the State of California for contracts made and to be performed
in California. All obligations will be in Los Angeles, California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first set forth above herein.
By:/s/ Xxxxxxx X. Marches By:/s/ Xxxx X. Xxxxxxx
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M & M Group American Technologies Group, Inc.
