THIS AGREEMENT is entered into effective as of the 28th day of February, 2000, between AMERICAN
TECHNOLOGY CORPORATION, a Delaware publicly traded corporation (the "Company"), and James J.
Croft III ("Employee").
Employee, in consideration of the covenants and agreements hereinafter contained, agrees as follows with
respect, to the employment of the Company of Employee and Employees future business activities.
Employment: Term of Employment. The Company hereby employs Employee and Employee hereby
accepts such employment upon the terms and conditions hereinafter set forth. Subject to the provisions for
termination as hereinafter provided, Employee's term of employment by the Company shall be from the date of
this agreement until September 30, 2004, and said employment shall continue after such date until either party
shall deliver written notice to the other party hereto to the effect that the employment hereunder shall terminate
thirty (30) days from the giving of such notice. This Agreement will supersede all prior written and oral
employment agreements entered into by and between Company and Employee.
Services to be Rendered by Employee. Employee shall be subject to the direction of the Board of
Directors, a duly authorized committee thereof, or the Company's Chief Executive Officer and his duties shall be
those generally vested in the office of Vice President of Research for the corporation and he shall have such other
powers and duties as may be reasonably prescribed by the Board of Directors, a duty authorized committee
thereof, or the Company's Chief Executive Officer and shall perform such duties as from time to time may be
decided upon by the Board of Directors, a duly authorized committee thereof, or the Company's Chief Executive
Officer, including but not limited to, speaking for and promoting the sale of the Company's product lines as public
spokesman both in print and television ads.
The Employee agrees that he will