AMERICAN TECHNOLOGIES GROUP, INC.
CONSULTING AGREEMENT
This Consulting Agreement is made and entered into this 2nd day of
December 1996, by and between C.C.R.I. CORPORATION, A Colorado Corporation
("Consultant") and AMERICAN TECHNOLOGIES GROUP, INC. (the "Company").
It is agreed as follows:
1. CONSULTANT SERVICES. consultant hereby agrees to perform and
provide investor relations and development services for the Company. Consultant
will perform the Services with the assistance and full participation of Xx.
Xxxxxxx XxXxxxx and his associates. The services will include, but not be
limited to, the following:
(a) Preparation of a Corporate Profile, suitable for use with brokers
and investors (research, write, design, print and distribute). All content is
subject to the Company's approval.
(b) Design and implement a Plan for both the short and long term
promotion of investor interest in the Company.
(c) Interface with the investment community on behalf of the Company,
and publicly promote investor interest in the Company in this setting.
(d) Assist the Company in preparing press releases, upon request, and
introduce the Company to appropriate financial writers and media persons.
(e) Prepare and distribute FAX pieces designed specifically to
promote interest in the Company (utilizing C.C.R.I.'s broker and investor FAX
NETWORK).
(f) Enlist additional quality market makers for the Company's stock.
(g) Introduce Company personnel to key persons in the investment
community and to C.C.R.I.'s network of brokers, financial planners, money
managers, analysts, and investors. This will include promotional meetings in
select cities.
(h) Include information about the Company in a mailing that will
target 10,000 selected appropriate institutions, brokers, investment firms and
individual investors.
(i) Develop a list of key brokers that can be cultivated on behalf of
the Company and its stock, and seek to enhance the interest of these brokers in
the Company.
(j) Assist, when requested, in the preparation of presentations to
broker and investor groups.
(k) Provide quality Internet exposure via C.C.R.I.'s Web Site.
(l) Work with Company's officers to develop an ongoing in-house
program for investor relations.
2. PAYMENT. Subject to the provisions of this Agreement, the
Company shall pay Consultant the following as full compensation for the Services
for the term hereof:
(a) RETAINER. The Company shall pay Consultant an initial retainer
of $20,000, payable as of the date hereof, as compensation for Consultant's
initial due diligence and research expenses, preparation of Corporate Profile,
mailing of said profile as indicated in 1. (h), and complete monitoring of
mailing responses. ($10,000 to be paid at the signing of the Contract, and
$10,000 at the time the Profile is approved).
(b) EXPENSES. The Company will reimburse Consultants administrative
expenses in performing the Services, payable in arrears on the 1ST day of each
month upon Consultant's delivery to the Company of an itemized statement of such
expenses for the previous month, payable up to a maximum of $2,500 per month,
unless otherwise negotiated between Company and Consultant.
(c) STOCK WARRANT. Subject to the provisions of this Agreement, and
the Company's receipt from Consultant of appropriate investment letters and the
filing of such documents as may be necessary to establish all necessary
exemptions from the registration requirements of federal or state securities
law, the Company hereby grants Consultant warrants to purchase 160,000 shares of
the common stock of the Company exercisable at $2.12 per share. The Warrant
shall vest in accordance with and be governed by the terms of the Warrant
Agreement attached hereto as Appendix A. The Company will cause the shares of
Common Stock issuable upon exercise of the Warrants to be registered under the
Securities Act of 1933 pursuant to a registration statement. The Company will
provide a legal opinion from its legal counsel, that the Company may lawfully
issue the warrants. In the event that said warrants have not been registered by
April 2, 1997, C.C.R.I. shall be entitled to interim cash compensation equal to
the spread between the stock price and the warrant option price on all or part
of the warrants to which it is legally entitled on that April 2 date. This
"right" shall continue to be in effect until warrant registration is
accomplished. Warrants for which C.C.R.I receives alternate cash compensation
shall be returned to AMERICAN TECHNOLOGIES GROUP, INC.
3. PROJECT EXPENSES. The company shall pay Consultant project
expenses for the out of pocket costs of promotional events and materials, such
expenses to be approved in advance by the Company, and to be payable upon
submission by Consultant to the Company of itemized statements accounting for
such expenses, or at the discretion of the Company, upon the Company's receipt
of written estimates of such expenses. In certain circumstances, the Company
will prepay the consultants, airfare or hotel costs directly as agreed to in
advance by the parties. Such projects will include, but not be limited to the
following:
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(a) CORPORATE PROFILE. Consultant agrees to produce a full-color
four-page promotional brochure, (cost covered in initial retainer).
(b) PROMOTIONAL EVENTS. The Company agrees to reimburse consultant
for reasonable travel, meal and lodging expenses incurred in co-hosting with the
Company promotional meeting for prospective investors, such meetings to be
approved in advance and at the discretion of the Company. The Company also
agrees to pay all room rental and catering expense incurred in hosting any such
meetings.
(c) MAILING. Within forty-five (45) days of the date of this
Agreement, the Consultant shall cause to be mailed certain pre-printed materials
(corporate profile) which shall include an attached card returnable to the
Consultant, encouraging the recipient to request appropriate materials, created
by the Consultant in accordance with Section 3. (a) hereof.
4. Prior Approval of Published Materials. Consultant shall provide
the Company for its review and comment copies of any tangible communications,
whether written or recorded on audio, video or film media, which Consultant may
give to any person in providing the Services. Consultant shall provide such
copies to the Company a minimum of two (2) business days prior to Consultant's
first proposed use of such materials, or more than five (5) business days prior
if necessary, to provide the Company the opportunity to make any revisions it
deems appropriate and necessary to such materials. Consultant shall not use
material in performing the Services which contain any statement which is false
or misleading; provided that consultant shall not be responsible for the
accuracy or completeness of information furnished to it in writing by the
Company.
5. NONDISCLOSURE OF CONFIDENTIAL OR INSIDER INFORMATION.
(a) In the course of performance of Consultant's duties, Consultant
may receive information which is considered material inside information within
the meaning and intent of the United States federal securities laws, rules and
regulations. Consultant will not disclose this information to others, except as
expressly authorized by the Company and will not use this information directly
or indirectly for the benefit of Consultant or as a basis for advice to any
other party concerning any decision to buy, sell, or otherwise deal in the
Company's securities or those of any of its affiliated companies.
(b) The provisions of this Section 5 shall survive the termination or
expiration of this Agreement.
6. SCOPE OF ENGAGEMENT. Consultant shall retain the legal status of
an independent contractor. In no event shall Consultant be or be deemed to be
an employee or agent of the Company, or to qualify for benefits afforded such
persons as Company employees. Consultant has no power or authority to act for,
represent, or bind the Company.
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7. TERM. This Agreement shall commence on the date first written
above, and shall terminate on the one-year anniversary of such date, unless
earlier terminated by either party pursuant to the terms hereof. The Agreement
will automatically renew for a second year if not terminated in writing.
8. TERMINATION. Either party may terminate this Agreement at any
time upon ten (10) business days' notice. In the event that this Agreement is
terminated by either party prior to the end of the one-year term the Consultant
shall be entitled to reimbursement of expenses as provided in paragraphs 2 and 3
through the date of termination. Termination of this Agreement shall not affect
the rights of the Consultant under the Warrant.
9. ASSIGNMENT. This Agreement shall be binding upon the parties'
respective successors and permitted assigns. Neither party may assign this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other party.
10. NOTICES. All notices and other official communications under
this Agreement shall be in writing and deemed sufficiently given if delivered
personally or mailed by first class mail, postage prepaid, to (if to the
Company): AMERICAN TECHNOLOGIES GROUP, INC., 0000 Xxxxx Xxxxxxxx, Xxxxxxxx, XX
00000, Attention: Xxxx X. Xxxxxxx, President; and (if to Consultant):
C.C.R.I. Corporation, 0000 X. Xxxxxxxxx Xx. #000, Xxxxxxx, XX 00000,
Attention: Xxxxxxx XxXxxxx, or to such other address as Consultant may from
time to time designate in writing. Notices shall be effective upon delivery if
delivered personally, and on the third business day after mailing if mailed.
11. SEVERABILITY. In the event any one or more of the provisions of
this Agreement is determined to be invalid, illegal or unenforceable, the
remaining provisions of the Agreement shall remain in full force and effect,
unless the removal the provisions of the Agreement so nullified would render
meaningless either party's performance hereunder.
12. HEADINGS. The heading used in this Agreement are for the
convenience of the parties only and shall not in any way limit or affect the
meaning or interpretation of any of the terms.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter embraced
hereunder including the Warrant Agreement and except as expressly incorporated
herein, supersedes all prior agreements, promises, proposals, representations,
understandings and negotiations, whether written or oral, between the parties.
No modifications, amendment, supplements, to or waivers of this Agreement or any
of the terms or conditions hereof shall be binding upon the parties or of any
effect unless made in writing and duly signed by both parties. In the event of
any conflict between this Agreement and any Warrant Agreement entered into by
and between the parties, this Agreement shall control.
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14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without regard to the
principles of Laws.
Accepted by:
C.C.R.I. Corporation AMERICAN TECHNOLOGIES GROUP, INC.
By: /s/ Xxxxxxx XxXxxxx By: /s/ Xxxx Xxxxxxx
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Xxxxxxx XxXxxxx, President Xxxx Xxxxxxx, C.E.O.
Date: December 2, 1996 Date: December 2, 1996
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