CONSULTING
AGREEMENT BETWEEN AMERICAN MEDICAL TECHNOLOGIES, INC. AND
CORESTRENGTH, INC.
This
CONSULTING AGREEMENT (the "Agreement") dated as of February 10,
2009 with an effective date of February 23, 2009 is by and between
American Medical Technologies, Inc. a Delaware Corporation whose
primary place of business is located in Corpus Christi, TX (the
"Company"), and Corestrength, Inc., a Florida Corporation which
agrees to provide the services of Jeffrey Goodman (the
“Consultant”).
RECITALS
WHEREAS,
the Company desires to obtain the services of Consultant and
Consultant desires to provide services to the Company upon the
terms and conditions hereinafter set forth:
NOW,
THEREFORE, the parties hereby agree as follows:
1.
Consulting Services. The
Company hereby retains the Consultant as Chief Executive Officer
and as Director (“Engagement”), to provide and the
Consultant agrees to provide, financial, management and general
business advisory services (“Services”) to the Company
as the Company may reasonably deem to be necessary and beneficial
to its efficient and effective operation of its business operations
in general.
2.
Consideration.
A. SCOPE
of ENGAGEMENT During
the Engagement the Consultant will serve as Chief Executive Officer
and Director. In that connection, Consultant will (i)
devote his time, attention and energies to the business of the
Company and will diligently and to the best of his ability perform
all duties related to his Engagement hereunder, (ii) use his best
efforts to promote the interests and goodwill of the Company, and
(iii) perform such other duties commensurate with his office as the
Board of Directors of the Company may from time-to-time assign to
him.
B.
CONSIDERATION .
In consideration for the Consulting Services to be performed by
Consultant under this Agreement, the Company will pay $12,000 per
month to Corestrength, Inc. of which Consultant is a beneficial
owner. Consideration for the Services will be paid as
follows: $3,000 at the commencement of this Agreement in
consideration of the first week of Service and $6,000 on the
15 th
and
last day of each month for the duration of the term of the
Agreement.
C.
EXPENSES .
Additionally, the Company will reimburse Consultant for reasonable
expenses incurred while the Agreement between Consultant and the
Company exists including the following:
- All
travel expenses to and from all work sites
- Meal
expenses;
-
Lodging Expenses if work demands overnight stays; and
-
Miscellaneous travel-related expenses (parking and
tolls.
Consultant
shall submit written documentation and original receipts itemizing
the dates on which expenses were incurred. The Company shall pay
Consultant the amounts due pursuant to submitted reports within 14
days of receipt by the Company.
3.
Independent Contractor.
Nothing herein shall be construed to create an employer-employee
relationship between the Company and Consultant. Consultant is an
independent contractor and not an employee of the Company or any of
its subsidiaries or affiliates. The consideration set forth in
Section 2 shall be the sole consideration due Consultant for the
services rendered hereunder. Consultant shall be
responsible for the payment of any and all taxes to the Internal
Revenue Service as well as any and all other taxes and other costs
payable in the United States of America including taxes payable to
any state or local jurisd