Atg Inc Sample Contracts

Atg Inc – ATG RECEIVES ADDITIONAL NASDAQ NOTICE (December 5th, 2001)

ATG INC. News Release FOR IMMEDIATE RELEASE ATG RECEIVES ADDITIONAL NASDAQ NOTICE Hayward, CA., December 4, 2001-- ATG Inc. (NASDAQ: ATGCE - NEWS), a leading provider of low-level radioactive waste and low-level mixed waste treatment services, announced that it has received an additional Nasdaq Staff Determination letter, dated November 29, 2001, citing further deficiencies under the Nasdaq Marketplace Rules and public interest concerns in respect of the ATG news release of November 19, 2001, which announced that ATG had shut down operations. Today, ATG announced its filing for Chapter 11 bankruptcy protection. ATG securities remain subject to delisting from the Nasdaq National Market, pending a written hearing to review the Staff Determination, which is currently scheduled for December 13, 2001. There can be no assurance that Nasdaq will grant the Company's request for continued listing A

Atg Inc – ATG RECEIVES NASDAQ NOTICE RE FILING REQUIREMENT (November 27th, 2001)

[OBJECT OMITTED] News Release FOR IMMEDAITE RELEASE ATG RECEIVES NASDAQ NOTICE RE FILING REQUIREMENT Hayward, CA., November 26, 2001-- ATG Inc. (NASDAQ: ATGC - NEWS), a leading provider of low-level radioactive waste and low-level mixed waste treatment services, announced that it has received a Nasdaq Staff Determination letter dated November 20, 2001 indicating that that the Company has failed to comply with September 30, 2001 Form 10Q filing requirement for continued listing set forth in Marketplace Rule 4310 (c) (14), and that its securities are, therefore, subject to delisting from the Nasdaq National Market. The Company has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. There can be no assurance the Panel will grant the Company's request for continued listing About ATG Inc. ATG Inc. is a radioactive and hazardous waste management company that offers comprehensive th

Atg Inc – ATG INC. News Release (November 20th, 2001)

EXHIBIT 99.1 ------------ ATG INC. News Release NEWS Release Monday, November 19, 2001 Bank Freezes ATG's Operating Funds of $3.5 Million HAYWARD, Calif.--(BUSINESS WIRE)--November 19, 2001--ATG Inc. (Nasdaq:ATGC - ---- news), a leading provider of low-level radioactive and low-level mixed waste ---- treatment services, today announced that it has been forced to shut down all of its operations due to the fact that its funds of approximately $3.5 million have been frozen by its Bank. Because of lack of access to its funds, ATG, Inc is no longer able to continue operations at its facilities and has initiated orderly and safe shut-down of all of its operations effective immediately while

Atg Inc – EMPLOYMENT AGREEMENT (November 20th, 2001)

EXHIBIT 10.53 ------------- EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), entered into as of the 27th day of October, 2000, between ATG Inc ("the Company") and Vik Mani ("Prospective Employee") and collectively as "the Parties," amended and agreed to by both parties as of February 8 2001 is further amended and agreed to by both parties as of the 18th day of February, 2001. This amended Agreement supersedes the previous version of the Agreement; and the terms and conditions contained herein shall govern the employment relationship between the Parties. In consideration of the foregoing and the mutual promises and covenants contained herein and other good and valuable consideration, the Company hereby employs Prospective Employee in a new position as its Chief Operations

Atg Inc – EMPLOYMENT AGREEMENT (May 18th, 2001)

Exhibit 10.52 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement"), entered into as of the 27/th/ day of October, 2000, between ATG Inc ("the Company") and Vik Mani ("Prospective Employee") and collectively as "the Parties," is amended and agreed to by both parties as of the _8th____ day of February, 2001. This amended Agreement supersedes the previous version of the Agreement; and the terms and conditions contained herein shall govern the employment relationship between the Parties. In consideration of the foregoing and the mutual promises and covenants contained herein and other good and valuable consideration, the Company hereby employs Prospective Employee as its Chief Operating Officer, and Prospective Employee hereby accepts such employment. 1. The term of the employment is for thirty-six (36) months effective the date of joining of the Company by Prospective Empl

Atg Inc – EMPLOYMENT AGREEMENT (May 4th, 2001)

EXHIBIT 10.51 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of the 27/th/ day of October, 2000, between ATG Inc ("the Company") and Vik Mani ("Prospective Employee") and collectively as "the Parties". In consideration of the foregoing and the mutual promises and covenants contained herein and other good and valuable consideration, the Company hereby employs Prospective Employee as its Chief Operating Officer, and Prospective Employee hereby accepts such employment. 1. The term of the employment is for thirty-six (36) months effective the date of joining of the Company by Prospective Employee. ATG will announce Prospective Employee as its new Chief Operating Officer of the Company no later than November 3, 2000. Prospective Employee shall start his employment, on a date mutually agreed upon between the CEO of the Company and

Atg Inc – SETTLEMENT, WAIVER AND GENERAL RELEASE AGREEMENT (February 12th, 2001)

Exhibit 10.50 SETTLEMENT, WAIVER AND GENERAL RELEASE AGREEMENT This Settlement, Waiver and General Release Agreement ("Settlement Agreement") is entered into this 29th day of December, 2000, by and among Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P. and Special Situations Private Equity Fund, L.P. (collectively, the "Special Situations Funds") and ATG Inc., a California corporation ("ATG"). All capitalized terms used in this Settlement Agreement that are not otherwise defined shall have the meanings given to them in the Purchase Agreement. RECITALS A. Pursuant to Common Stock Purchase Agreements dated June 30, 2000 (the "Purchase Agreements"), the Special Situations Funds acquired an aggregate of 2,000,000 shares of ATG common stock (the "Shares") for an aggregate purchase price of $4,000,000. B. The Special Situati

Atg Inc – ARTICLES OF INCORPORATION (October 10th, 2000)

EXHIBIT 3.4 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ATG INC., a California Corporation Doreen M. Chiu and Frank Y. Chiu certify that: 1. They are the duly elected President and Secretary, respectively, of ATG Inc., a California corporation (the "Corporation"). 2. Article III of the Amended and Restated Articles of Incorporation of the Corporation (the "Articles") is amended to read as follows, in its entirety: "The total number of shares of all classes of stock that this corporation is authorized to issue is 50 Million (50,000,000) shares, consisting of 42 Million (42,000,000) shares of Common Stock and 8 Million (8,000,000) shares of Preferred Stock.

Atg Inc – FIRST AMENDMENT TO CREDIT AND REIMBURSEMENT AGREEMENT (August 14th, 2000)

EXHIBIT 10.45 FIRST AMENDMENT TO CREDIT AND REIMBURSEMENT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND REIMBURSEMENT AGREEMENT (the "Amendment") is made and dated as of the 27th day of March, 2000, by and among SANWA BANK CALIFORNIA ("Sanwa"), as agent (the "Agent") for the Lenders referenced below, KEYBANK NATIONAL ASSOCIATION, as Bond L/C Issuing Bank for the Bond Letter of Credit referred to below (in such capacity, the "Bond L/C Issuing Bank") and as co-agent (the "Co-Agent"), Sanwa Bank California, as issuing bank for the Standard Letters of Credit referred to below (the "Standard L/C Issuing Bank"), the Lenders from time to time party hereto, and ATG INC., a California corporation (the "Company"). RECITALS A. The Company, the Agent, the Lenders, the Bond L/C Issuing Bank and the Standard L/C Issuing Bank entered into a Credit and Reimburs

Atg Inc – COMMON STOCK PLACEMENT AGREEMENT (August 14th, 2000)

Exhibit 10.48 COMMON STOCK PLACEMENT AGREEMENT COMMON STOCK PLACEMENT AGREEMENT ("Agreement") dated as of June ___, 2000, by and between ATG INC., a California corporation (the "Company"), and TAGLICH BROTHERS, INC. ("Placement Agent"). W I T N E S S E T H : ------------------- WHEREAS, in reliance upon the representations, warranties, terms and conditions hereinafter set forth, Placement Agent will use its best efforts to privately place shares of common stock, no par value per share, of the Company (the "Common Stock") for a minimum aggregate purchase price of $4,500,000 ("Minimum Amount") and a maximum aggregate purchase price of $5,500,000 ("Maximum Amount"), at a price of $2.00 per share (the "Purchase Price"), with the persons and entities so purchasing the Common Stock from time to time and the number of shares

Atg Inc – Common Stock Purchase Warrant (August 14th, 2000)

EXHIBIT 10.49 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT") OR ANY STATE SECURITIES LAWS AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS. ATG INC. Common Stock Purchase Warrant to Purchase _______ Shares o

Atg Inc – FORBEARANCE AND CONSENT AGREEMENT (August 14th, 2000)

Exhibit 10.46 FORBEARANCE AND CONSENT AGREEMENT TO CREDIT AND REIMBURSEMENT AGREEMENT THIS FORBEARANCE AND CONSENT AGREEMENT TO CREDIT AND REIMBURSEMENT AGREEMENT (the "Forbearance Agreement") is made and dated as of the ___ day of June, 2000, by and among SANWA BANK CALIFORNIA ("Sanwa"), as agent (the "Agent") for the Lenders referenced below, KEYBANK NATIONAL ASSOCIATION, as Bond L/C Issuing Bank for the Bond Letter of Credit (in such capacity, the "Bond L/C Issuing Bank") and as co-agent (the "Co-Agent"), Sanwa Bank California, as issuing bank for the Standard Letters of Credit (the "Standard L/C Issuing Bank"), the Lenders from time to time party hereto, and ATG INC., a California corporation (the "Company"). RECITALS A. The Company, the Agent, the Lenders, the Bond L/C Issuing Bank and the Standard L/C Issui

Atg Inc – COMMON STOCK PURCHASE AGREEMENT (August 14th, 2000)

EXHIBIT 10.47 COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT ("Agreement") made as of this ____ day of June, 2000 between ATG INC., a California corporation, with its principal offices at 47375 Fremont Boulevard, Fremont, California 94538 (the "Company") and the undersigned (the "Subscriber"). W I T N E S S E T H : ------------------- WHEREAS, the Company desires to issue shares of its common stock, no par value per share (the "Common Stock"), at $2.00 per share, with a minimum aggregate purchase price of $4,500,000 and, in one or more tranches, a maximum aggregate purchase price of $5,500,000; and WHEREAS, the Company and the Common Stock are described in the Company's Confidential Private Placement Memorandum dated June 26, 2000, together with all exhibits thereto, as same may there

Atg Inc – LOAN AGREEMENT (February 23rd, 2000)

EXHIBIT 10.44 LOAN AGREEMENT Between Port of Benton Economic Development Corporation and ATG Inc. A California Corporation November 1, 1999 Port of Benton Economic Development Corporation Solid Waste Revenue Bonds, 1999 (ATG Inc. Project) PORT OF BENTON ECONOMIC DEVELOPMENT CORPORATION SOLID WASTE REVENUE BONDS, 1999 (ATG INC. PROJECT) LOAN AGREEMENT TABLE OF CONTENTS ARTICLE I De

Atg Inc – CREDIT AND REIMBURSEMENT AGREEMENT (February 23rd, 2000)

EXHIBIT 10.43 CREDIT AND REIMBURSEMENT AGREEMENT THIS CREDIT AND REIMBURSEMENT AGREEMENT (the "Agreement") is made and dated as of the 1st day of November, 1999, by and among SANWA BANK CALIFORNIA ("Sanwa"), as agent (the "Agent") for the Lenders referenced below, KEYBANK NATIONAL ASSOCIATION, as Bond L/C Issuing Bank for the Bond Letter of Credit referred to below (in such capacity, the "Bond L/C Issuing Bank") and as co- agent (the "Co-Agent"), Sanwa Bank California, as issuing bank for the Standard Letters of Credit referred to below (the "Standard L/C Issuing Bank"), the Lenders from time to time party hereto, and ATG INC., a California corporation (the "Company"). RECITALS (A) The Company has asked the Agent, the Bond L/C Issuing Bank, the Standard L/C Issuing Bank and the Lenders to extend credit to it (i) for Bond working capital,

Atg Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (May 17th, 1999)

Exhibit 10.43 Sanwa Bank California FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST Amendment to CREDIT AGREEMENT (the "Amendment") is made and entered into as of April 1, 1999, by and between SANWA BANK CALIFORNIA (the "Bank") and ATG INC. (the "Borrower") with respect to the following: This Amendment shall be deemed to be a part of and subject to that certain Credit Agreement dated as of December 28, 1998, as it may be amended from time to time, and any and all addenda and riders thereto (collectively the "Agreement"). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control. WHEREAS, the Borrower and the Bank mutually desire to extend and/or modify

Atg Inc – AMENDMENT OF COMMERCIAL CREDIT AGREEMENT (March 31st, 1999)

EXHIBIT 10.40 [LOGO OF SANWA BANK CALIFORNIA APPEARS HER] AMENDMENT OF COMMERCIAL CREDIT AGREEMENT This Amendment of Commercial Credit Agreement ("Amendment") is made and entered into this 1st day of December, 1998 by and between SANWA BANK CALIFORNIA (the "Bank") and ATG INC. (the "Borrower") with respect to the following: This Amendment shall be deemed to be a part of and subject to that certain commercial credit agreement between the parties hereto and dated as of July 1, 1998, as it may have been or be amended from time to time, and any and all addenda, riders, exhibits and schedules thereto (collectively, the "Agreement"). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained h

Atg Inc – OPERATING AGREEMENT (March 31st, 1999)

EXHIBIT 10.42 ATG CATALYTICS L.L.C. --------------------- OPERATING AGREEMENT ------------------- THIS OPERATING AGREEMENT, dated as of the 1st day of December 1998, is adopted, executed and agreed to, for good and valuable consideration, by the Members, who are set forth on Schedule A attached hereto. ----------- WHEREAS, ATG CATALYTICS L.L.C. (the "LLC" or the "Company") has been formed as a limited liability company under the Delaware Limited Liability Company Act (the "Act") by the filing on November 30, 1998 of a Certificate of Formation (the "Certificate") in the office of the Secretary of State of the State of Delaware; and WHEREAS, the Members and the Company adopted an Operating Agreemen

Atg Inc – TERM LOAN AGREEMENT (March 31st, 1999)

EXHIBIT 10.41 [LOGO] TERM LOAN AGREEMENT This Term Loan Agreement ("Agreement") is made and entered into this 1st day of December, 1998 by and between SANWA BANK CALIFORNIA (the "Bank") and ATG INC. (the "Borrower"). SECTION I DEFINITIONS 1.01. CERTAIN DEFINED TERMS. Unless elsewhere defined in this Agreement the following terms shall have the following meanings (such meanings to be generally applicable to the singular and plural forms of the terms defined): A. "BUSINESS DAY" shall mean a day, other than a Saturday or Sunday, on which commercial banks are open for business in California. B. "COLLATERAL" shall mean the property in which the Bank is granted a security interest pursuant to provisions of the section herein entitled "Collateral", together with any other personal or rea

Atg Inc – LINE OF CREDIT AGREEMENT (August 14th, 1998)

[LOGO OF SANWA BANK APPEARS HERE] Exhibit 10.39 LINE OF CREDIT AGREEMENT This line of Credit Agreement ("Agreement") is made and entered into this 1st day of July, 1998 by and between SANWA BANK OF CALIFORNIA (the "Bank") and ATG INC. (the "Borrower"). SECTION 1 DEFINITIONS 1.01. CERTAIN DEFINED TERMS. Unless elsewhere defined in this Agreement the following terms shall have the following meanings (such meanings to be generally applicable to the singular and plural forms of the terms defined): A. "ADVANCE" shall mean an advance to the Borrower under any line of credit facility or similar facility provided for in Section II of this Agreement which provides for draws by the Borrower against an established credit line. B. "BUSINESS DAY" shall mean a day, other than a Saturday or Sund

Atg Inc – AMENDMENT TO LETTER OF CREDIT AGREEMENT (August 14th, 1998)

EXHIBIT 10.38 [LOGO OF SANWA BANK, CALIFORNIA APPEARS HERE] AMENDMENT TO LETTER OF CREDIT AGREEMENT This AMENDMENT, dated as of this 15th day of July, 1998, is entered into by and between ATG, INC. ("Borrower"), and SANWA BANK CALIFORNIA ("Bank") with -------- ---- reference to the following facts, which shall constitute recitals within the meaning of California Evidence Code Section 622 and which shall conclusively presumed to be true as between the parties. RECITALS A. On or about March 6, 1998, the Borrower made, executed and delivered to the Bank that certain Letter of Credit Agreement (together with all addenda, exhibits, schedules and amendments thereto, the "Agreement"). Capitalized terms --------- used in this Amendment and not ot

Atg Inc – PURCHASE AND LICENSE AGREEMENT (April 1st, 1998)

EXHIBIT 10.22 GASIFICATION VITRIFICATIN CHAMBER PURCHASE AND LICENSE AGREEMENT WITH INTEGRATED ENVIRONMENTAL TECHNOLOGIES LLC (IET) CONTENT: 1. EXHIBIT A: COMMERCIAL TERMS AND CONDITIONS 2. EXHIBIT B: TECHNICAL SPECIFICATION 3. EXHIBIT C: Westinghouse Hanford Company Contract MW6-SBV-35707 4. EXHIBIT D: Low-Level Mixed Waste Thermal Treatment Technical Basis Report WHC - SD - W242 - ES -003 ATG INC.

Atg Inc – THIS CONTRACT IS A RATED ORDER RATING 4. PAGE (April 1st, 1998)

EXHIBIT 10.27 ---------------------------------------------------------------------------------------------------------------------------------- THIS CONTRACT IS A RATED ORDER RATING 4. PAGE SOLICITATION, OFFER AND AWARD UNDER DPAS (15 CFR 3501 S10 1 ---------------------------------------------------------------------------------------------------------------------------------- 2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NO. 9-92-3-1046 DAKF04-91-R-0003

Atg Inc – AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER RATING PAGE OF PAGES (April 1st, 1998)

EXHIBIT 10.21 ------------------------------------------------------------------------------------------------------------------------------------ AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER RATING PAGE OF PAGES DPAS (15 CFR 350) 1 42 ------------------------------------------------------------------------------------------------------------------------------------ 2. CONTRACT (Froc. Inst. Ident.) NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQUEST/PROJECT NO. DE-AC06-95RL13129 01/04/95 95RL13129.000 --------------------------------------------------------------------------------

Atg Inc – ARTICLES OF INCORPORATION (April 1st, 1998)

EXHIBIT 3.3 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF ATG INC., a California Corporation Doreen M. Chiu and Frank Y. Chiu certify that: 1. They are the duly elected President and Secretary, respectively, of ATG Inc., a California corporation (the "Corporation"). 2. The second paragraph of Section (b)(3)(a) of Article III of the Amended and Restated Articles of Incorporation of the Corporation (the "Articles") is amended to read as follows, in its entirety: "Subject to the following sentence, each share of Series A Preferred Stock shall be automatically converted into shares of Common Stock at the then effective Conversion Price (i) upon the effectiveness of a firm commitment under

Atg Inc – 4. CONTRACT NO. 5. REQUISITION/PURCHASE REQUEST NO. 8. PROJECT NO. (April 1st, 1998)

EXHIBIT 10.26 ==================================================================================================================================== SOLICITATION, OFFER, SOLICITATION NO. 2. TYPE OF SOLICITATION 3. DATE ISSUED PAGE OF PAGES AND AWARD DACW05-97-B-0095 [X] SEALED BID (??) 97 SEP 24 1 of 7 (Construction, Alteration, or Repair) [_] NEGOTIATED (RFP) ------------------------------------------------------------------------------------------------------------------------------------ IMPORTANT - The "offer" section on the reverse must be fully completed by offeror. -------------------------------------------------------------------------------------------------------------------

Atg Inc – CONTINUING GUARANTY (April 1st, 1998)

EXHIBIT 10.33 [LETTERHEAD OF SANWA BANK APPEARS HERE] CONTINUING GUARANTY For value received and in consideration of the extension of credit by SANWA BANK CALIFORNIA (the "Bank") to ATG INC. (the "Debtor") or the benefits to the undersigned (the "Guarantor"), guaranties and promises to pay to the Bank any and all Indebtedness (as defined below) and agrees as follows: 1. Indebtedness. The term "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations, guaranties and liabilities of the Debtor heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether direct or acquired by the Bank by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether the Debtor may be liable in

Atg Inc – STOCK OPTION PLAN (April 1st, 1998)

EXHIBIT 10.31 ATG INC. 1998 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN ARTICLE 1. PURPOSE The purpose of this 1998 Non-Employee Directors Stock Option Plan is to promote the interests of ATG Inc., its subsidiaries and shareholders, by having non-employee directors of the Company acquire a proprietary interest in the Company. Such investments should increase the personal interest and the special effort of such persons in providing for the continued success and progress of the business of the Company and should enhance the Company's efforts to attract and retain competent non-employee directors. ARTICLE 2. DEFINITIONS AND CONSTRUCTION 1 Definitions. As used in the Plan, terms defined parenthetically immediately after their use or otherwise herein shall have the respective meanings provided by such definitio

Atg Inc – LETTER OF CREDIT AGREEMENT (April 1st, 1998)

EXHIBIT 10.32 LETTER OF CREDIT AGREEMENT This Letter of Credit Agreement (the "Agreement") is made and entered into this 6th day of March, 1998, by and between SANWA BANK CALIFORNIA (the "Bank") and ATG, INC. (the "Borrower"). SECTION 1 DEFINITIONS 1.1 Certain Defined Terms: Unless elsewhere defined in this Agreement, the following terms shall have the following meanings (such meanings to be generally applicable to the singular and plural forms of the terms defined): a. "Business Day" shall mean a day other than a Saturday or Sunday on which the Bank is open for business in Oakland, California. b. "Collateral" shall mean the property described in Section 6.1, together with any other personal or real property in which the Bank may be granted a lien or securit

Atg Inc – TECHNOLOGY TRANSFER PURCHASE AND ROYALTY FEE AGREEMENT (April 1st, 1998)

EXHIBIT 10.24 TECHNOLOGY TRANSFER PURCHASE AND ROYALTY FEE AGREEMENT THIS AGREEMENT, entered into this 30th day of September, 1997 by and between Allied Technology Group, Incorporated, hereinafter refer to as "ATG", with office at 47375 Fremont Boulevard, Fremont, California 94538 and Regent Star Ltd, hereinafter refer to as "Purchaser", with office at 239 Wing Lok Street, 19/F, Hong Kong. WITNESSETH WHEREAS, the parties have entered into a Non-Disclosure Agreement, and hereby reaffirm the content and affect of the same as part of this Agreement; and WHEREAS, ATG has acquired, developed, permitted and constructed a "vitrification" system, hereinafter referred to as the "SafGlas system", which is used to volume reduce selected materials, and to volume reduce and stabilize certain hazardous, mixed and low-level

Atg Inc – 1998 STOCK OWNERSHIP INCENTIVE PLAN (April 1st, 1998)

EXHIBIT 10.29 ATG INC. 1998 STOCK OWNERSHIP INCENTIVE PLAN ARTICLE 1. PURPOSE The purpose of this 1998 Stock Ownership Incentive Plan ("Plan") is to advance the interests of ATG Inc., a California corporation ("Company"), and its subsidiaries by encouraging employees who will largely be responsible for the long-term success and development of the Company to acquire and retain an ownership interest in the Company. The Plan is also intended to provide flexibility to the Company in attracting and retaining such employees and stimulating their efforts on behalf of the Company. ARTICLE 2. DEFINITIONS AND CONSTRUCTION 2.1 Definitions. As used in the Plan, terms defined parenthetically immediately after their use or otherwise herein shall have the respective meanings provided by such definitions, and the terms set forth below shall have the fo

Atg Inc – CONTRACT (April 1st, 1998)

EXHIBIT 10.19 CONTRACT ALLIED TECHNOLOGY GROUP CONTRACT NO. MGK-SBB-A26602 A-6001-696 (10/96) [LOGO] WASTE MANAGEMENT FEDERAL SERVICES OF HANFORD, INC Telephone 509/ 376-5998 ------------------------------------------------------------------------------------------------------------------------------------ Total Pages (Buyer Insert) Mo/Day/Yr. Page Inquiry No. Vendor Code Contract No. 09/05/1997 1 W-A26602 79849 MGK-SBB-A26602

Atg Inc – CONTINUING GUARANTY (April 1st, 1998)

EXHIBIT 10.34 CONTINUING GUARANTY For value received and in consideration of the extension of credit by SANWA BANK CALIFORNIA (the "Bank") to ATG INC. (the "Debtor") or the benefits to the undersigned (the "Guarantor"), guaranties and promises to pay to the Bank any and all Indebtedness (as defined below) and agrees as follows: 1. Indebtedness. The term "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations, guaranties and liabilities of the Debtor heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether direct or acquired by the Bank by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether the Debtor may be liable individually or jointly with others, or whether recovery upon an

Atg Inc – INDEMNITY AGREEMENT (April 1st, 1998)

EXHIBIT 10.35 INDEMNITY AGREEMENT This Agreement is made and entered into by the undersigned Indemnitor (Indemnitors) in favor of ACSTAR Insurance Company, 233 Main Street, New Britain, CT 06050-2350 (Surety) for the purpose of inducing Surety to furnish Bonds. WHEREAS, in the transaction of business, certain bonds, undertakings and other writings obligatory in the nature of a bond may have heretofore been, and may hereafter be, required by, for, or on behalf of the Indemnitors or any one or more of the Indemnitors, in whose bonds and undertakings the Indemnitors do hereby affirm to have a substantial material and beneficial interest, and as a condition precedent to the execution of any and all such bonds, the Surety requires execution of this Indemnity Agreement. WHEREAS, the Indemnitors have or may have a substantial, material and beneficial interest in the obtaining of said bonds on

Atg Inc – CONTINUING AGREEMENT OF INDEMNITY-CONTRACTOR'S FORM (April 1st, 1998)

EXHIBIT 10.36 [LETTERHEAD OF RELIANCE SURETY COMPANY APPEARS HERE] CONTINUING AGREEMENT OF INDEMNITY-CONTRACTOR'S FORM THIS AGREEMENT is made by the Undersigned for the continuing benefit of RELIANCE INSURANCE COMPANY, UNITED PACIFIC INSURANCE COMPANY, RELIANCE NATIONAL INDEMNITY COMPANY and/or RELIANCE SURETY COMPANY (collectively the Surety) for the purpose of saving each and all of them harmless and indemnifying each and all of them from all loss and expense in connection with any Bonds executed on behalf of any one or more of the following persons, firms or corporations: ATG Inc.; Doreen M. Chiu; Frank Y. Chiu (Contractor). WITNESSETH, WHEREAS, the Contractor, individually or jointly with others, may desire or be required from time to time to give certain bonds, undertakings, or instruments of guarantee (all of which will he