THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE  SECURITIES  LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF  THIS  WARRANT  MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS
WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL REASONABLY  SATISFACTORY TO AMERICAN  TECHNOLOGIES GROUP, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.

                  Right to Purchase up to 899,982,132 Shares of
                Common Stock of American Technologies Group, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                       Issue Date: As of September 7, 2005.

      AMERICAN  TECHNOLOGIES GROUP, INC., a corporation organized under the laws
of the State Nevada (the "Company"),  hereby certifies that, for value received,
GRYPHON MASTER FUND, L.P. or assigns (the "Holder"), is entitled, subject to the
terms set forth  below,  to purchase  from the Company  from and after the Issue
Date of this Warrant and at any time or from time to time before 5:00 p.m.,  New
York time,  through the close of  business  February  28, 2007 (the  "Expiration
Date"), up to 899,982,132  fully paid and  nonassessable  shares of Common Stock
(as hereinafter  defined),  $0.001 par value per share at the Exercise Price per
share (as  defined  below).  The number and  character  of such shares of Common
Stock and the  Exercise  Price per share are subject to  adjustment  as provided
herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

            (a) "Company" means American Technologies Group, Inc. and any person
      or entity which shall  succeed,  or assume the  obligations  of,  American
      Technologies Group, Inc. hereunder.

            (b) "Common Stock" means (i) the Company's  Common Stock,  par value
      $.001 per share; and (ii) any other securities into which or for which any
      of the securities  described in the preceding  clause (i) may be converted
      or  exchanged  pursuant  to a plan  of  recapitalization,  reorganization,
      merger, sale of assets or otherwise.

            (c) "Exercise Price" means a price of $.00111.

            (d) "Other Securities" means any stock (other than Common Stock) and
      other  securities  of  the  Company  or any  other  person  (corporate  or
      otherwise)  which the Holder of the  Warrant at any time shall be entitled
      to receive,  or shall have  received,  on the exercise of the Warrant,  in
      lieu of or in  addition  to Common  Stock,  or which at any time  shall be
      issuable or shall have been issued in exchange  for or in  replacement  of
      Common Stock or Other Securities pursuant to Section 4 or otherwise.


                                  Page 1 of 10
<PAGE>

            1. Exercise of Warrant.

                  1.1 Number of Shares  Issuable upon  Exercise.  From and after
the date hereof through and including the  Expiration  Date, the Holder shall be
entitled  to receive,  upon  exercise  of this  Warrant in whole or in part,  by
delivery of an original or fax copy of an exercise  notice in the form  attached
hereto  as  Exhibit A (the  "Exercise  Notice"),  shares of Common  Stock of the
Company, subject to adjustment pursuant to Section 4.

                  1.2 Fair Market Value. For purposes  hereof,  the "Fair Market
Value" of a share of Common  Stock as of a particular  date (the  "Determination
Date") shall mean:

                  (a) If the  Company's  Common  Stock is traded on the American
      Stock Exchange or another  national  exchange or is quoted on the National
      or SmallCap Market of The Nasdaq Stock Market, Inc.  ("Nasdaq"),  then the
      closing or last sale price,  respectively,  reported for the last business
      day immediately preceding the Determination Date.

                  (b)  If the  Company's  Common  Stock  is  not  traded  on the
      American Stock Exchange or another national  exchange or on the Nasdaq but
      is traded on the NASD Over the Counter  Bulletin  Board,  then the mean of
      the  average of the  closing bid and asked  prices  reported  for the last
      business day immediately preceding the Determination Date.

                  (c) Except as provided in clause (d) below,  if the  Company's
      Common  Stock is not publicly  traded,  then as the Holder and the Company
      agree or in the absence of agreement by arbitration in accordance with the
      rules then in effect of the  American  Arbitration  Association,  before a
      single  arbitrator  to be  chosen  from a panel of  persons  qualified  by
      education and training to pass on the matter to be decided.

                  (d) If the  Determination  Date is the date of a  liquidation,
      dissolution  or  winding  up,  or any event  deemed  to be a  liquidation,
      dissolution  or winding up pursuant  to the  Company's  charter,  then all
      amounts to be payable per share to holders of the Common Stock pursuant to
      the charter in the event of such  liquidation,  dissolution or winding up,
      plus all other  amounts to be  payable  per share in respect of the Common
      Stock in liquidation under the charter,  assuming for the purposes of this
      clause  (d) that all of the  shares of Common  Stock  then  issuable  upon
      exercise of the Warrant are outstanding at the Determination Date.

                  1.3 Company  Acknowledgment.  The Company will, at the time of
the exercise of this Warrant,  upon the request of the Holder hereof acknowledge
in writing  its  continuing  obligation  to afford to such  Holder any rights to
which  such  Holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.


                                  Page 2 of 10
<PAGE>

                  1.4 Trustee for Warrant  Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as  trustee  for the Holder of this
Warrant  pursuant to  Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

            2. Procedure for Exercise.

                  2.1  Delivery of Stock  Certificates,  Etc. on  Exercise.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant  shall be deemed to be issued to the Holder as the record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and payment made for such shares in accordance  herewith.  As
soon as  practicable  after the exercise of this Warrant in full or in part, and
in any event  within  three (3)  business  days  thereafter,  the Company at its
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such Holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

                  2.2 Exercise.

                  (a) Payment may be made (i) either in cash or by  certified or
      official  bank  check  payable  to the order of the  Company  equal to the
      applicable  aggregate  Exercise Price, (ii) by delivery of Common Stock of
      the Company having a Fair Market Value equal to the Exercise Price,  (iii)
      by delivery of this Warrant, or shares of Common Stock and/or Common Stock
      receivable  upon exercise of this Warrant in  accordance  with the formula
      set forth in subsection (b) below,  or (iv) by a combination of any of the
      foregoing  methods,  for the  number of  Common  Stock  specified  in such
      Exercise  Notice (as such exercise number shall be adjusted to reflect any
      adjustment  in the total number of shares of Common Stock  issuable to the
      Holder per the terms of this  Warrant) and the Holder  shall  thereupon be
      entitled  to  receive  the  number  of duly  authorized,  validly  issued,
      fully-paid and non-assessable shares of Common Stock (or Other Securities)
      determined as provided herein.

                  (b) Notwithstanding any provisions herein to the contrary,  if
      the Fair  Market  Value of one share of Common  Stock is greater  than the
      Exercise Price (at the date of calculation as set forth below), in lieu of
      exercising  this Warrant for cash,  the Holder may elect to receive shares


                                  Page 3 of 10
<PAGE>

      equal to the value (as  determined  below) of this Warrant (or the portion
      thereof  being  exercised)  by surrender of this Warrant at the  principal
      office of the Company together with the properly  endorsed Exercise Notice
      in which event the Company shall issue to the Holder a number of shares of
      Common Stock computed using the following formula:

      X =        Y(A-B)
                 ------
                    A

      Where X =  the number of shares of Common Stock to be issued to the Holder

      Y =        the number of shares of Common Stock purchasable under this
                 Warrant or, if only a portion of this Warrant is being
                 exercised, the portion of this Warrant being exercised (at the
                 date of such calculation)

      A =        the Fair Market Value of one share of the Company's Common
                 Stock (at the date of such calculation)

      B =        the Exercise Price per share (as adjusted to the date of such
                 calculation)

            3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

                  3.1 Reorganization, Consolidation, Merger, Etc. In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the Company  whereby  the  Holder,  on the
exercise  hereof as provided in Section 1 at any time after the  consummation of
such  reorganization,  consolidation  or  merger or the  effective  date of such
dissolution,  as the case may be, shall receive, in lieu of the Common Stock (or
Other  Securities)  issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property  (including cash) to
which  such  Holder  would  have  been  entitled  upon such  consummation  or in
connection  with such  dissolution,  as the case may be, if such  Holder  had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment thereafter as provided in Section 4.

                  3.2  Dissolution.  In  the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company,  concurrently with any distributions made to Holders of its
Common  Stock,  shall at its  expense  deliver or cause to be  delivered  to the
Holder  the stock and other  securities  and  property  (including  cash,  where
applicable)  receivable by the Holder pursuant to Section 3.1, or, if the Holder
shall so instruct  the  Company,  to a bank or trust  company  specified  by the
Holder and having its principal  office in New York, New York as trustee for the
Holder (the "Trustee").

                  3.3   Continuation   of   Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable on the exercise after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed the terms as provided in Section 4. In the event this Warrant
does not  continue  in full  force  and  effect  after the  consummation  of the
transactions  described in this  Section 3, then the  Company's  securities  and
property  (including  cash, where  applicable)  receivable by the Holder will be
delivered to the Holder or the Trustee as contemplated by Section 3.2.


                                  Page 4 of 10
<PAGE>

            4.  Extraordinary  Events  Regarding Common Stock. In the event that
the Company shall (a) issue additional  shares of the Common Stock as a dividend
or other  distribution on outstanding Common Stock or any common stock issued by
the Company,  (b)  subdivide  its  outstanding  shares of Common  Stock,  or (c)
combine  its  outstanding  shares of the Common  Stock into a smaller  number of
shares of the Common Stock,  then, in each such event, the Exercise Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares of  Common  Stock  outstanding  immediately  prior to such  event and the
denominator  of which shall be the number of shares of Common Stock  outstanding
immediately  after such event,  and the product so obtained shall  thereafter be
the Exercise Price then in effect. The Exercise Price, as so adjusted,  shall be
readjusted  in the same manner upon the  happening  of any  successive  event or
events  described herein in this Section 4. The number of shares of Common Stock
that the Holder shall thereafter,  on the exercise hereof as provided in Section
1,  be  entitled  to  receive  shall  be  adjusted  to a  number  determined  by
multiplying  the number of shares of Common Stock that would  otherwise (but for
the  provisions of this Section 4) be issuable on such exercise by a fraction of
which (a) the numerator is the Exercise Price that would  otherwise (but for the
provisions  of this  Section 4) be in  effect,  and (b) the  denominator  is the
Exercise  Price in effect on the date of such exercise  (taking into account the
provisions of this Section 4).

            5. Certificate as to Adjustments.  In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of this  Warrant,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each such  certificate to the Holder and any Warrant agent of the
Company (appointed pursuant to Section 11 hereof).

            6. Reservation of Stock, Etc., Issuable on Exercise of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of this  Warrant,  shares of Common  Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.


                                  Page 5 of 10
<PAGE>

            7.  Assignment;  Exchange of  Warrant.  Subject to  compliance  with
applicable  securities laws, this Warrant,  and the rights evidenced hereby, may
be transferred by any registered  Holder hereof (a  "Transferor") in whole or in
part.  On the  surrender  for exchange of this  Warrant,  with the  Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the registration requirements of applicable securities laws, the Company at
its expense  (but with  payment by the  Transferor  of any  applicable  transfer
taxes) will issue and deliver to or on the order of the Transferor thereof a new
Warrant of like tenor,  in the name of the Transferor  and/or the  transferee(s)
specified in such Transferor Endorsement Form (each a "Transferee"),  calling in
the  aggregate  on the face or faces  thereof for the number of shares of Common
Stock  called  for on the face or faces of the  Warrant  so  surrendered  by the
Transferor.

            8.  Replacement  of  Warrant.  On  receipt  of  evidence  reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

            9.  Registration   Rights.  The  Holder  has  been  granted  certain
registration rights by the Company. These registration rights are set forth in a
Registration Rights Agreement entered into by the Company and Holder dated as of
the date hereof, as the same may be amended,  modified and/or  supplemented from
time to time.

            10. Maximum Exercise.  Notwithstanding  anything contained herein to
the  contrary,  the Holder  shall not be entitled to  exercise  this  Warrant in
connection  with that number of shares of Common  Stock  which would  exceed the
difference  between  (i) 4.99% of the  issued and  outstanding  shares of Common
Stock and (ii) the number of shares of Common  Stock  beneficially  owned by the
Holder  For the  purposes  of the  immediately  preceding  sentence,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act, as amended,  and Regulation  13d-3  thereunder.  The conversion  limitation
described in this Section 10 shall automatically  become null and void following
notice to the Company upon the occurrence and during the continuance of an Event
of Default under and as defined in the Security Agreement, or upon 75 days prior
notice to the Company.

            11.  Warrant  Agent.  The Company may, by written notice to the each
Holder of the Warrant,  appoint an agent for the purpose of issuing Common Stock
(or Other  Securities)  on the exercise of this  Warrant  pursuant to Section 1,
exchanging  this  Warrant  pursuant  to Section 7, and  replacing  this  Warrant
pursuant  to  Section  8,  or any of the  foregoing,  and  thereafter  any  such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such agent.


                                  Page 6 of 10
<PAGE>

            12.  Transfer  on  the  Company's  Books.   Until  this  Warrant  is
transferred  on the books of the Company,  the Company may treat the  registered
Holder hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.

            13.  Notices,  Etc.  All notices and other  communications  from the
Company to the Holder  shall be mailed by first class  registered  or  certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by such Holder or, until any such Holder  furnishes to the Company an
address, then to, and at the address of, the last Holder who has so furnished an
address to the Company.

            14. Miscellaneous.  This Warrant and any term hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  THIS WARRANT SHALL BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO  PRINCIPLES OF CONFLICTS OF
LAWS.  ANY ACTION  BROUGHT  CONCERNING  THE  TRANSACTIONS  CONTEMPLATED  BY THIS
WARRANT  SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL
COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED,  HOWEVER, THAT THE HOLDER MAY
CHOOSE TO WAIVE  THIS  PROVISION  AND BRING AN ACTION  OUTSIDE  THE STATE OF NEW
YORK. The  individuals  executing this Warrant on behalf of the Company agree to
submit  to the  jurisdiction  of such  courts  and  waive  trial  by  jury.  The
prevailing  party  shall be  entitled  to  recover  from  the  other  party  its
reasonable  attorneys'  fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of law,
then  such  provision  shall be deemed  inoperative  to the  extent  that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or  enforceability  of any other provision
of this  Warrant.  The  headings in this  Warrant are for  purposes of reference
only,  and shall not limit or  otherwise  affect  any of the terms  hereof.  The
invalidity or  unenforceability  of any provision  hereof shall in no way affect
the  validity  or  enforceability  of any other  provision  hereof.  The Company
acknowledges that legal counsel  participated in the preparation of this Warrant
and, therefore, stipulates that the rule of construction that ambiguities are to
be  resolved   against  the   drafting   party  shall  not  be  applied  in  the
interpretation of this Warrant to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGE FOLLOWS]









                                  Page 7 of 10
<PAGE>

      IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first written above.


WITNESS:                                    AMERICAN TECHNOLOGIES, INC.


                                            By: ________________________________
                                            Name: ______________________________
____________________________________        Title: _____________________________


WITNESS:                                    GRYPHON MASTER FUND, L.P.

                                            By: ________________________________
                                            Name: ______________________________
____________________________________        Title: _____________________________



                                  Page 8 of 10
<PAGE>

                                    Exhibit A

            FORM OF SUBSCRIPTION TO AMERICAN TECHNOLOGIES GROUP, INC.
                   (To Be Signed Only On Exercise Of Warrant)

      Attention: AMERICAN TECHNOLOGIES GROUP Chief Financial Officer

      The  undersigned,  pursuant to the  provisions  set forth in the  attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

            ________  ________  shares  of the  Common  Stock  covered  by  such
      Warrant; or

            ________  the maximum  number of shares of Common  Stock  covered by
      such Warrant  pursuant to the  cashless  exercise  procedure  set forth in
      Section 2.

      The undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

            ________ $__________ in lawful money of the United States; and/or

            ________ the cancellation of such portion of the attached Warrant as
      is exercisable for a total of _______ shares of Common Stock (using a Fair
      Market  Value of $_______  per share for  purposes  of this  calculation);
      and/or

            ________ the  cancellation  of such number of shares of Common Stock
      as is necessary,  in accordance with the formula set forth in Section 2.2,
      to exercise  this Warrant with respect to the maximum  number of shares of
      Common Stock purchasable  pursuant to the cashless exercise  procedure set
      forth in Section 2.

      The undersigned  requests that the  certificates for such shares be issued
in the name of, and delivered to  ______________________________________________
whose address is ______________________________________________________________.

      The  undersigned  represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.


Dated: __________                           ____________________________________
                                            (Signature must conform to name of
                                             holder as specified on the face of
                                             the Warrant)

                                            Address:____________________________

                                                    ____________________________

<PAGE>

                                    Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
shares of Common Stock of American  Technologies  Group,  Inc.  which the within
Warrant  relates  specified  under the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of American  Technologies  Group,  Inc. with full power of  substitution  in the
premises.

                                             Percentage                Number
Transferees             Address              Transferred             Transferred
-----------             -------              -----------             -----------






Dated: __________                           ____________________________________
                                            (Signature must conform to name of
                                             holder as specified on the face of
                                             the Warrant)

                                            Address:____________________________

                                                    ____________________________

                                            SIGNED IN THE PRESENCE OF:


                                            ____________________________________
                                                           (Name)

ACCEPTED AND AGREED:
[TRANSFEREE]


________________________________
           (Name)