Ex 10-11










	




EXHIBIT 10.11

REPRESENTATIVE AGREEMENT



     This
REPRESENTATIVE AGREEMENT is made and entered into as of the 6th day of November,
2000 by and between Brawley, Pardini, Fonzi, Inc., located at 5242 Katella Ave.,
Suite 102, Los Alamitos, CA 90720 (hereinafter referred to as referred to as the
“REPRESENTATIVE”), and American Technologies Group, Inc., located at
1017 S. Mountain Avenue, Monrovia California 91016 (hereinafter referred to as
“MANUFACTURER”) 



     In
their mutual best interest, and in consideration of the mutual covenants
hereinafter set forth, MANUFACTURER and the REPRESENTATIVE agree as follows: 



1.
Duration of Agreement: This Agreement shall remain in force until terminated in
accordance with paragraph 14.  



2.
Territory: MANUFACTURER hereby appoints and designates the REPRESENTATIVE as its sole and
exclusive manufacturer's representative and sales agent for the products described in
Section 3 hereof in the territory described below: 


Continental United States



However, REPRESENTATIVE
shall not offer the products for sale to the trucking, bus, rail, transit or
asphalt industries. 



3. Products: The
REPRESENTATIVE is authorized to offer The Force® airborne combustion
enhancer, and such other products as the parties may from time to time agree
upon, for sale on terms and conditions, and in accordance with the general sales
policies established from time-to-time by MANUFACTURER. MANUFACTURER agrees to
furnish complete and up-to-date information on its product lines to
REPRESENTATIVE but retains the exclusive right to define such products and
services. 










	4.		
Competitive Products*: The REPRESENTATIVE agrees that, until the
termination of this Agreement, it will not represent any person, firm,
corporation or entity manufacturing items which are directly competitive with
the products being manufactured by MANUFACTURER. The REPRESENTATIVE agrees to
keep MANUFACTURER informed of products offered by other manufacturers it
represents which are similar to some but not all of the products offered by
MANUFACTURER. MANUFACTURER and the REPRESENTATIVE will work to resolve any
potential conflict between themselves.












	




     *
Referring to airborne fuel/engine treatment 



5. Independent
Entity: The REPRESENTATIVE agrees to conduct all of its business in its own
name as an independent contractor, to maintain at least one active sales office
in the Territory and to provide competent sales engineers who will apply their
best efforts to provide sales coverage to MANUFACTURER. In connection with the
performance of this Agreement, the entire management and direction of the
REPRESENTATIVE’s operations, including the sales organization, shall at all
times be under the exclusive control and management of the REPRESENTATIVE. 



6. Operating Procedure and
Communications: The REPRESENTATIVE agrees that it will, at all times, use its best
efforts to promote the business and welfare of MANUFACTURER. 



a. The
REPRESENTATIVE’s duties in connection with the promotion of business for
MANUFACTURER shall include but are not restricted to: active solicitation of
orders, application engineering, assistance on proposal preparation, field
service, liaison engineering, assistance with contract negotiations, contract
administration, prompt follow-up of and reporting on sales leads, and complete
disclosure to MANUFACTURER of information pertinent to MANUFACTURER. 



b. MANUFACTURER agrees to
furnish the REPRESENTATIVE with copies of all correspondence, invoices, sales
documents, sales leads and other information pertaining to sales and prospective
sales within the REPRESENTATIVE’s territory promptly upon their
origination. 



c. The REPRESENTATIVE
agrees to furnish MANUFACTURER with copies of correspondence, or other documents
it originates pertinent to its work on behalf MANUFACTURER in a timely manner.
The REPRESENTATIVE also agrees to cooperate with MANUFACTURER in furnishing
Active Prospect lists and such periodic and special sales and operating reports
as may be requested from time-to-time by MANUFACTURER. 



7. Confidentiality: The
REPRESENTATIVE acknowledges that it is in a confidential relationship with MANUFACTURER
in respect to proprietary items, trade secrets, processes, inventions, operational
procedures, and any and all other information obtained by the REPRESENTATIVE through its
representation of MANUFACTURER. The REPRESENTATIVE, its servants, employees and
associates, shall not disclose during the term of this Agreement, nor at any time
thereafter, any prices, trade secrets, processes, inventions, proprietary information,
operational procedures, or other information which MANUFACTURER may have revealed to
the REPRESENTATIVE, its servants, employees and associates, during the term of this
Agreement.




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8. Sales Promotion:
It is contemplated that MANUFACTURER may from time-to-time engage in sales
promotion and advertising on behalf of its product line in conjunction with
sales activities of the REPRESENTATIVE. In connection with such efforts,
MANUFACTURER will supply reasonable quantities of promotional, advertising and
pricing material without cost to the REPRESENTATIVE. 



9. Training:
MANUFACTURER recognizes the importance of adequate training on its products,
their applications and how they are sold. Accordingly, MANUFACTURER will from
time-to-time prepare training materials and provide training schools and
training programs for the REPRESENTATIVE. The REPRESENTATIVE agrees to make
every reasonable effort to assure active participation of all appropriate
personnel in its organization in the use of such materials and attendance at
training events. 



10. Prices:
MANUFACTURER reserves the exclusive right to establish all prices, discount
specifications, terms and conditions governing the sale of its products and
services. MANUFACTURER further reserves the right to change any and all such
prices and other terms of sales at any time and without prior notice, but agrees
to furnish the REPRESENTATIVE with full current information on them to the best
of its ability. 



11. Acceptance of
Orders: All orders solicited or obtained by the REPRESENTATIVE shall be
subject to acceptance or rejection by MANUFACTURER in its uncontrolled
discretion. It is understood that the REPRESENTATIVE is hereby granted only the
authority to solicit and obtain orders for transmittal to MANUFACTURER. The
REPRESENTATIVE has neither express or implied authorization to accept orders on
behalf of MANUFACTURER or to enter into written or oral contracts or agreements
of any nature on behalf of MANUFACTURER. 



12. REPRESENTATIVE Compensation: The
REPRESENTATIVE shall be compensated entirely on a commission basis at the rate of 10% of
net sales to their customers, subject to the following provisions. 




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a. REPRESENTATIVE
commissions are payable by the 15th business day of each month on orders paid
during the preceding calendar month. Each payment shall be preceded or
accompanied by an accounting in sufficient detail to enable the REPRESENTATIVE
to check the accuracy and the amount of commissions paid. 



b. Commissions are computed on the
net amount of invoices rendered, after all trade discounts have been deducted. 



c. MANUFACTURER shall
charge back to the REPRESENTATIVE’s commission account the amount of any
commissions already credited, in connection with any and all proper and
allowable deductions made by the customer when remitting. 



d. MANUFACTURER shall have
the right to charge back to the REPRESENTATIVE’s commission account a pro
rata amount of any commissions already credited or paid to the REPRESENTATIVE,
when final settlement is made or completed with a customer on other than a full
payment basis; it is expressly understood that MANUFACTURER shall at all times
exercise proper caution and diligence it its endeavors to collect full and
proper amounts from its customers. 



e. If credit is granted or
a refund is made to a customer by MANUFACTURER because of returned products, any
commission already paid on such returned products shall be deducted from the
next commission payment or refunded by the REPRESENTATIVE if no further
commissions are to become due. 



f. MANUFACTURER shall not be
obligated hereunder to make payment of commissions to the REPRESENTATIVE for any order
received or accepted prior to the effective date of this Agreement. 



13. Effective Date: This Agreement
shall become effective when executed by the REPRESENTATIVE and a duly authorized officer
of MANUFACTURER as of the date first above written. 



14. Termination: This Agreement
shall terminate automatically upon the occurrence of a breach of this Agreement by
MANUFACTURER or by the REPRESENTATIVE, but such termination shall not affect the right of
the injured party to compensation from the other for damages occasioned by any such
breach. 



a. This Agreement may be
terminated without cause by either party hereto by giving written notice to that
effect in accordance with the following schedule: 



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     During
the 1st year — 30 days 
     During the 2nd year — 60 days 

     During the 3rd year — 90 days 
     During
the 4th and subsequent years — 120 days 



Such notice of termination
to be sent by certified or registered United States mail directed to the
principal place of business of the other party as written first above in this
Agreement. 



15. Applicable Laws: The laws of the
State of California shall apply and bind the parties in any and all questions arising
hereunder regardless of the jurisdiction in which say action or proceedings may be
initiated or maintained. 



16. Export Business:
All export business, regardless of origin, shall be excluded from this Agreement
and MANUFACTURER shall be under no obligation to pay the REPRESENTATIVE
commissions in connection with any sales or purchases made expressly for export
from the United States. However, should MANUFACTURER ask for, look to or accept
the assistance of the REPRESENTATIVE on any such transaction, the REPRESENTATIVE
shall, unless otherwise agreed in writing, be entitled to commissions on the
same terms and conditions as otherwise provided in this Agreement. 



17. Assignability:
REPRESENTATIVE acknowledges that the consideration for entering into this
Agreement is the personal reputation, qualifications and abilities of the
present owner or owners of REPRESENTATIVE’s business and operations, and
accordingly the obligation of the REPRESENTATIVE hereunder is not subject to
assignment or delegation, either voluntarily or by operation of law, except with
the prior written consent and agreement of MANUFACTURER. 



18. Disputes and
Arbitration: MANUFACTURER and the REPRESENTATIVE agree that any disputes or
questions arising hereunder including the construction or application of this
Agreement shall be settled by arbitration in accordance with the rules of the
American Arbitration Association then in force, and that the arbitration
hearings shall be held in the city in which the principal office of the party
requesting arbitration (with the American Arbitration Association) is located.
If the parties cannot agree upon an arbitrator within ten (10) days after demand
by either of them, either or both parties may request the American Arbitration
Associate to name a panel of five (5) arbitrators. The MANUFACTURER shall strike
the names of two (2) on this list, the REPRESENTATIVE shall then strike two (2) names, and the remaining name shall
be the arbitrator. The decision of the arbitrator shall be final and binding
upon the parties both as to law and to fact, and shall not be appealable to any
court in any jurisdiction. The expenses of the arbitrator shall be shared
equally by the parties, unless the arbitrator determines that the expenses shall
be otherwise assessed.




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19. Entire
Agreement: This instrument contains the entire agreement between the parties
hereto in connection with the appointment of the REPRESENTATIVE as sole and
exclusive manufacturer’s representative and sales agent of MANUFACTURER in
the assigned territory. This Agreement cancels and supersedes any and all other
previous arrangements or agreements between the REPRESENTATIVE and MANUFACTURER.
It is understood by both parties hereto that this agreement constitutes a
contract between the REPRESENTATIVE and MANUFACTURER. REPRESENTATIVE agrees to
maintain sufficient public liability and personal liability insurance and hold
harmless MANUFACTURER from any claims which may arise out of the
REPRESENTATIVE’s day-to-day business activities on behalf of MANUFACTURER. 



     IN
WITNESS WHEREOF, the parties hereto have set their hands as of the day and year
first above written. 










	Brawley, Pardini, Fonzi, Inc.		 American Technologies Group, Inc.










	BY:  /s/  Patrict Pardini

        ——————————————
        Patrict Pardini		BY:  /s/  Lawrence J. Brady
      
——————————————
        Lawrence J. Brady

        Chief Executive Officer







	


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