Exhibit 10.5
CONSULTING AGREEMENT WITH
XXXXX X. XXXXXX
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 8th day of
March, 2002 by and between ATNG, INC. (the "Company") and XXXXX X. XXXXXX (the
"Consultant").
WHEREAS, Consultant is skilled in providing legal services and has provided
legal services to Company in the past;
WHEREAS, the Consultant has provided $50,000 in services to the Company;
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, receipt whereof is hereby
acknowledged, it is agreed.
1. The Company has engaged the Consultant for services and wishes to pay
the Consultant and has agreed to payment of fees due for services already
rendered through issuance of stock.
2. In partial consideration of the services already provided, the
Consultant shall receive 40,000 shares of the Company's common stock which shall
be issued for the accrual due and owing as a result of prior services rendered
to the Company by the Consultant. The number of shares set forth above is based
on an estimated effective price of $1.25 per share. If the effective price
varies, the number of shares shall be adjusted accordingly.
3. The Company will register all the compensation shares pursuant to a
registration statement on Form S-8 on or before September 30, 2002.
4. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
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proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
5. This Agreement shall be governed by and interpreted pursuant to the laws
of the state of California. By entering into this Agreement, the parties agree
to the jurisdiction of the California courts with venue in Los Angeles County,
California. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
6. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: COMPANY:
ATNG, INC.
/s/Xxxxx X. Xxxxxx BY: Tag Xxxxx Xxx
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XXXXX X. XXXXXX TAG XXXXX XXX, Chairman
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