Unassociated Document


    AMERICAN
      TECHNOLOGIES GROUP, INC.

     

    


    Authorized
      Agent for

    GSSF
      Master Fund, LP

    and
      Gryphon Master Fund, L.P.

    100
      Crescent Ct., Suite 490

    Dallas,
      TX 75201

    


    RE: American
      Technologies Group, Inc.

      

    


    Dear
      Mr.
      Stoval:

    


    Reference
      is hereby made to the Registration Rights Agreements (the “Registration Rights
      Agreements”) entered into as of September 7, 2005 and April 26, 2006 by and
      between American Technologies Group, Inc., a Nevada corporation (“ATG”), Gryphon
      Master Fund, L.P., (“GMF”), and GSSF Master Fund, LP (“GSSF”) which require ATG
      to file a registration statement with respect to the Registrable Securities
      (as
      defined in the Agreements). Reference is also hereby made to the convertible
      term notes in the total amount of $500,000 payable to GMF and GSSF dated as
      of
      September 7, 2005 (the “Notes”). Reference is further made to that certain
      security agreements also dated September 7, 2005 by and between ATG, GMF and
      GSSF (the “Security Agreements”). Based on conferences with GSSF and GMF, GMF
      and GSSF have agreed to the following amendments to the Registration Rights
      Agreement, the Notes and Security Agreement:

    


    1.
      The
      Effectiveness Dates in each of the Registration Rights Agreements shall be,
      and
      hereby are, extended to December 31, 2007 with respect to all Registrable
      Securities as defined in the Registration Rights Agreements.

    


    2.
      The
      Maturity Dates of the Notes (as defined in the Notes) shall be extended through
      December 31, 2007.

    


    3.
      Moreover, GMF and GSSF hereby agree to waive any claims for default and damages
      (including claims for liquidated damages pursuant to Section 2 of the
      Agreements) that have accrued through the date set forth below as a result
      of
      ATG’s failure to meet its obligations with respect to the Effectiveness Dates as
      originally defined in the Registration Rights Agreements, and/or to the extent
      that ATG has failed to make timely payments pursuant to the unmodified terms
      of
      the Notes. Further, GMF and GSSF further agree to waive any claim for default
      as
      a result of ATG’s failure to meet the financial reporting requirements set forth
      in section 11 of the Security Agreements, provided, that ATG shall bring itself
      into compliance with such requirements prior to January 31, 2008.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      these
      above-described amendments are satisfactory to you, please execute the
      acknowledgement portion of this letter in the space set forth below which will
      constitute your agreement to the foregoing terms.

    


    Sincerely,

     

    Thomas
      E.
      Durkin, III, President

     

    


    


    ACCEPTANCE

     

    Acknowledged
      and agreed this 12th day of November, 2007 by the undersigned.

     

      

    Gryphon
      Master Fund, L.P.

       

      

    By:
      /s/
      Warren W. Garden

    Its:
      Authorized Agent

       

      

    GSSF
      Master Fund, LP

       

    By:
      /s/
      Warren W. Garden

    Its:
      Authorized Agent

    


    
      
         

      

      
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