Sample Business Contracts

Consultant Agreement - ATG Inc. and Ed L. Vinecour

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                             CONSULTANT AGREEMENT

          THIS CONSULTANT AGREEMENT is entered effective as of July 1, 1992 by
and between ED L. VINECOUR (hereinafter referred to as "Consultant") and ATG,
INC., a California corporation (hereinafter referred to as "the Company").


       WHEREAS, effective as of July 1, 1992, Consultant entered into a STOCK
PURCHASE AGREEMENT with the Company (hereinafter referred to as "the Agreement")
pursuant to which Seller agreed to sell to the Company 669,375 shares of the
outstanding common stock of the Company which constitutes all of Consultant's
right, title and interest in and to shares of and any and all interest in the
Company except as issued pursuant to the Agreement; and

       WHEREAS, for a substantial period of time Consultant has been a valued
employee, officer, director and principal of the Company and, effective as of
June 30, 1992, is no longer an employee or officer of the Company and is
resigning as a director thereof; and

      WHEREAS, the Company desires to retain, effective upon the resignation of
Consultant, the services of Consultant, whose experience, knowledge and
abilities are valuable to the Company;

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained the parties hereto agree as follows:

     1.   DUTIES.

          The Company hereby engages and retains Consultant as an independent
contractor to consult for the Company from July 1, 1992 until June 30, 2002.
Consultant shall be available to the Company during the term hereof for such
time as is reasonably required by the Company to assist in the determination of
the basic direction and strategies of the Company and for such other duties as
may reasonably be assigned to him from time to time by the board of directors of
the Company. In this regard, Consultant shall make himself available, should the
Company request his services, for up to five hundred (500) hours during any one
year period hereof (commencing July 1st of each year, beginning July 1, 1992).


          Consultant will be considered, for all purposes, an independent
contractor, and he will not, either directly or indirectly, act as an agent,
servant or employee of the Company. Consultant shall not make any commitments or
incur any liabilities on behalf of the Company without the prior written consent
of an authorized representative of the Company. Consultant will pay all expenses
of, and all federal and state taxes, social security, federal and state
unemployment taxes, and any other payroll or withholding taxes relating to him.
Consultant shall not benefit

from nor participate in any pension plan of the Company, nor in any health or
welfare plan of the Company; provided, however, that Consultant shall retain all
of his COBA rights with respect to the Company for the initial 18 months of this
Agreement and, thereafter, the Company agrees to reimburse Consultant, on a
monthly basis for the differential, if any, for the then cost of health
insurance provided to the Company's employees and the cost of Consultant's
procurement of similar policies of health insurance for Consultant and
Consultant's immediate family.


          For and in consideration of Consultant's entering into this Agreement,
the Company agrees to pay to Consultant the sum of Six Hundred Thousand Dollars
($600,000.00) payable in one hundred twenty (120) consecutive monthly
installments of Five Thousand Dollars ($5,000.00) due on the first day of each
month commencing August 1, 1992.

     4.   EXONERATION.

          In the event that Consultant defaults under obligations on his part to
be performed under this Agreement, the Company shall not bring any action or
proceeding, or otherwise assert any claim for consequential or other damages
against Consultant nor withhold any payments which are due hereunder on account
of any loss, cost, damage or expanse which the Company may suffer or incur
because of any act or omission of Consultant in the performance of his

obligations hereunder, and the Company hereby expressly waives all such claims.

     5.   NOTICES.

          Any notice or request required or permitted to be given shall be given
in writing and shall be deemed to have been given when deposited in the United
States of America mail, first class, postage prepaid, duly addressed, registered
or certified, return receipt requested, at the following addresses, or at such
other address or addresses as is directed by either party by written notice
delivered to the other as in this paragraph provided:
            CONSULTANT                        COMPANY

      Ed L. Vinecour                    ATG, Inc.
      Route 1, Box AA 280               44075 Fremont Boulevard
      Oakley, CA 94561                  Fremont, CA 94538

     6.   INUREMENT.

          This Agreement shall inure to the benefit of and shall be binding upon
the assigns, successors in interest, personal representatives, estates, heirs
and legatees of each of the parties hereto.

     7.   ATTORNEY'S FEES.

          In the event of any controversy, claim or dispute between the parties
hereto arising out of or relating to this Agreement or the breach thereof, the
prevailing party shall be entitled to recover from the losing party reasonable
expenses, attorneys fees

and costs.


          This Agreement contains the entire agreement of e parties hereto and
supersedes any prior written or oral agreements between then concerning the
subject matter contained herein. There are no express or implied
representations, warranties, arrangements or understandings, oral or written,
between and among the parties hereto, relating to the subject matter contained
in this Agreement which are not fully expressed herein.

     9.   GOVERNING LAW.

          This Agreement shall be governed by and construed in accordance with
the provisions of the laws of the state of California.

          Executed on the day and year first above written at Fremont,

     "COVENANTOR"               _______________________________
                                Ed L. Vinecour

     "COMPANY"                  ATG, INC.
                                a California corporation

                                By ____________________________
                                Authorized Representative