ex10-1.htm


    Exhibit 10.1

    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
15th
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 jurisdictions.  Consultant indemnifies the Company
with respect to the payment of any and all taxes owing and due from payments
made to the Consultant.

     

    4. Confidentiality.  In
the course of performing Services, the parties recognize that Consultant may
come in contact with or become familiar with information which the Company or
its subsidiaries or affiliates may consider confidential. This information may
include, but is not limited to, information pertaining to the Company’s product
lines, customer lists, sales activities or any other information which may be of
value to a competitor. Consultant agrees to keep all such information
confidential and not to discuss or divulge it to anyone other than appropriate
Company personnel or their designees.   All originals and all
copies of any reports, computer programs, notes and all other recorded written
or printed matter pertaining to the operations or business of the Company made
or received by the Consultant during the Engagement are the property of the
Company.  Upon termination of the Engagement, Consultant will
immediately deliver to the Company all property of the Company which may still
be in Consultant’s possession.  The confidentially provisions of this
Agreement shall survive the termination of this Agreement.

     

    5. Term. This Agreement shall
commence on February 23, 2009 and shall continue for an initial period ending
May 31, 2009.  After the expiration of the initial period, the
agreement will renew on a monthly basis.  Either party may terminate
this Agreement upon Ten (10) days prior written notice after the initial period
ending May 31, 2009, subject to the Company’s right to renew this Agreement as
provided below. The Company may, at its option, renew this Agreement for an
additional three (3) month term on the same terms and conditions as set forth
herein by giving notice to Consultant of such intent to renew on or before May
15, 2009.

     

    The
Company reserves the right of early termination of this Agreement upon: (a)
Consultant’s willful failure or refusal to perform his duties for the Company;
(b) Consultant’s engaging in gross misconduct in connection with Consultant’s
work for the Company; (c) Consultant’s breach of this Agreement, or (d)
Consultant’s conviction of a felony, or an act of fraud against the Company or
its affiliates.

     

    6. Notice.  Any notice or
communication permitted or required by this Agreement shall be deemed effective
when personally delivered or deposited, postage prepaid, in the first class mail
of the United States properly addressed to the appropriate party at the address
set forth below:

     

    A. 
Notices to Consultant:

     

    245
Atlantic Drive

    Melbourne
Beach, FL 32951

     

    B. 
Notices to the Company:

     

    5655 Bear
Lane

    Corpus
Christi, TX 78405

     

    7.  Indemnification.

     

    A. The Company shall
defend, indemnify and hold Consultant harmless from and against any losses,
claims, damages or liabilities which arise out of any action or inaction taken
or not taken by him in the ordinary course of the Company’s business or as
directed by the Board of Directors, provided, however, that such action or
inaction is not fraudulent or constitutes gross negligence.

    
      
         

      

      
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    B.  The
Company hereby agrees to maintain a director and officer insurance policy of at
last $5,000,000 coverage in full force and effect during Consultant’s period of
Engagement including renewals of this Agreement.

    


    8. Miscellaneous.

    


    A. Entire Agreement and
Amendments. 
This Agreement constitutes the entire agreement of the parties with regard to
the subject matter hereof, and replaces and supersedes all other agreements or
understandings, whether written or oral. No amendment or extension of the
Agreement shall be binding unless in writing and signed by both
parties.

    


    B. Binding Effect,
Assignment.  This Agreement shall be binding upon and shall inure to
the benefit of Consultant and the Company and to the Company's successors and
assigns. Nothing in this Agreement shall be construed to permit the assignment
by Consultant of any of its rights or obligations hereunder, and such assignment
is expressly prohibited without the prior written consent of the
Company.

    


    C. Governing Law,
Severability.  This Agreement shall be governed by the laws of the
State of Texas. The invalidity or unenforceability of any provision of the
Agreement shall not affect the validity or enforceability of any other
provision.

    


    D. Signatures. This Agreement
may be executed in two or more identical counterparts, all of which shall be
considered one and the same agreement and shall become effective when such
counterparts have been signed by each party and signature pages from such
counterparts have been delivered.  This Agreement may be executed by
facsimile transmission or by e-mail transmission in PDF format.  A
photocopy or PDF of this Agreement shall be effective as an original for all
purposes.

    


    WHEREFORE,
the parties have executed this Agreement as of the date first written
above.

     

    American
Medical Technologies, Inc

     

    By: /s/ Judd D.
Hoffman

     

    Title:
President &
CEO

    


    Printed
Name:Judd D.
Hoffman

     

    Date:
02/10/09

     

    Jeff
Goodman

     

    By:
_/s/ Jeff
Goodman

     

    Date:
02/10/09

     

    Corestrength,
Inc.

     

    By: /s/ Jeff
Goodman

     

    Title:
CEO

     

    Printed
Name: Jeff
Goodman

     

    Date:
02/10/09

    
      
         

      

      
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