REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "Agreement") is made and
entered  into as of  September  7, 2005,  by and between  American  Technologies
Group, Inc., a Nevada corporation (the "Company"), and Gryphon Master Fund, L.P.
(the "Purchaser").

            This Agreement is made pursuant to the Security Agreement,  dated as
of the date  hereof,  by and  among  the  Purchaser,  the  Company  and  various
subsidiaries of the Company (as amended,  modified or supplemented  from time to
time, the "Security  Agreement"),  and pursuant to the Note, the Options and the
Warrants referred to therein.

            The Company and the Purchaser hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Security  Agreement  shall have the meanings  given such
terms in the Security Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means shares of the Company's common stock, par value
$0.001 per share.

            "Effectiveness   Date"  means,  (i)  with  respect  to  the  initial
Registration  Statement required to be filed hereunder, a date no later than one
hundred and twenty (120) days following the date hereof and (ii) with respect to
each additional Registration Statement required to be filed hereunder, a date no
later than thirty (30) days following the applicable Filing Date.

            "Effectiveness Period" has the meaning set forth in Section 2(a).

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
amended, and any successor statute.

            "Filing  Date" means with  respect to (1) the Loan  evidenced by the
Note made on the initial  funding date,  the date which is forty-five  (45) days
after the date hereof,  (2) the shares of Common  Stock issued to the  Purchaser
upon  exercise of an Option,  the date which is  forty-five  (45) days after the
issuance of each such  Option,  (3) the shares of Common  Stock  issuable to the
Purchaser  upon exercise of a Warrant,  the date which is  forty-five  (45) days
after the issuance of such Warrant,  and (4) the shares of Common Stock issuable
to the  Holder as a result of  adjustments  to the Fixed  Conversion  Price made
pursuant to Section 3.6 of the Note, Section 4 of the Warrant,  Section 4 of the
Option or otherwise,  in each case  forty-five (45) days after the occurrence of
such event or the date of the adjustment of the Fixed Conversion Price.

            "Holder" or "Holders"  means the Purchaser or any of its  affiliates
or transferees to the extent any of them hold Registrable Securities, other then
those purchasing Registrable Securities in a market transaction.

            "Indemnified Party" has the meaning set forth in Section 5(c).


                                       1
<PAGE>

            "Indemnifying Party" has the meaning set forth in Section 5(c).

            "Proceeding"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "Prospectus"  means  the  prospectus   included  in  a  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities covered by such Registration Statement,  and all other amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such  Prospectus.  "Registrable  Securities"  means the  shares of Common  Stock
issuable upon the conversion of the Note or upon exercise of the Options and the
Warrants.

            "Registration  Statement" means each registration statement required
to  be  filed  hereunder,  including  the  Prospectus  therein,  amendments  and
supplements to such  registration  statement or  Prospectus,  including pre- and
post-effective  amendments,  all exhibits thereto, and all material incorporated
by reference  or deemed to be  incorporated  by  reference in such  registration
statement.

            "Rule 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Rule 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "Securities  Act" means the Securities Act of 1933, as amended,  and
any successor statute.

            "Security  Agreement"  has the  meaning  given  to such  term in the
Preamble hereto.

            "Trading  Market" means any of the NASD OTC Bulletin  Board,  NASDAQ
SmallCap Market,  the Nasdaq National Market, the American Stock Exchange or the
New York Stock Exchange.

            "Warrants" means the Common Stock purchase  warrants issued pursuant
to the Security Agreement.


                                       2
<PAGE>

      2. Registration.

            (a) On or prior to each Filing Date,  the Company  shall prepare and
file with the  Commission a  Registration  Statement  covering  the  Registrable
Securities for a selling  stockholder resale offering to be made on a continuous
basis  pursuant to Rule 415. Each  Registration  Statement  shall be on Form S-3
(except  if the  Company  is not  then  eligible  to  register  for  resale  the
Registrable  Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance  herewith).  The Company shall cause each
Registration  Statement  to become  effective  and remain  effective as provided
herein.  The Company shall use its reasonable  commercial  efforts to cause each
Registration  Statement to be declared  effective  under the  Securities  Act as
promptly as possible  after the filing  thereof,  but in any event no later than
the Effectiveness Date. The Company shall use its reasonable  commercial efforts
to keep each Registration  Statement continuously effective under the Securities
Act  until  the date  which  is the  earlier  date of when  (i) all  Registrable
Securities  covered by such  Registration  Statement  have been sold or (ii) all
Registrable  Securities  covered  by  such  Registration  Statement  may be sold
immediately  without  registration  under the  Securities Act and without volume
restrictions  pursuant  to Rule  144(k),  as  determined  by the  counsel to the
Company  pursuant to a written  opinion  letter to such  effect,  addressed  and
acceptable to the Company's  transfer agent and the affected  Holders (each,  an
"Effectiveness Period").

            If: (i) any  Registration  Statement is not filed on or prior to the
applicable  Filing Date for such  Registration  Statement;  (ii) a  Registration
Statement  filed  hereunder is not declared  effective by the  Commission by the
applicable  Effectiveness  Date;  (iii) after a Registration  Statement is filed
with and  declared  effective by the  Commission,  a  Discontinuation  Event (as
hereafter defined) shall occur and be continuing, or such Registration Statement
ceases to be  effective  (by  suspension  or  otherwise)  as to all  Registrable
Securities to which it is required to relate at any time prior to the expiration
of the Effectiveness  Period applicable to such Registration  Statement (without
being succeeded  immediately by an additional  Registration  Statement filed and
declared  effective),  for a period of time  which  shall  exceed 30 days in the
aggregate  per year or more than 20  consecutive  calendar  days  (defined  as a
period  of 365  days  commencing  on the date  such  Registration  Statement  is
declared  effective);  or (iv) the Common  Stock is not listed or quoted,  or is
suspended  from  trading  on any  Trading  Market  for a  period  of  three  (3)
consecutive  Trading Days (provided the Company shall not have been able to cure
such trading  suspension within 30 days of the notice thereof or list the Common
Stock on another Trading Market);  (any such failure or breach being referred to
as an  "Event,"  and for  purposes  of clause (i) or (ii) the date on which such
Event  occurs,  or for purposes of clause (iii) the date which such 30 day or 20
consecutive  day period (as the case may be) is  exceeded,  or for  purposes  of
clause  (iv) the date on which such three (3)  Trading  Day period is  exceeded,
being  referred to as "Event  Date"),  then as partial relief for the damages to
the Purchaser by reason of the  occurrence of any such Event (which remedy shall
not be  exclusive  of any other  remedies  available  at law or in equity),  the
Company shall pay to the Purchaser,  as liquidated damages and not as a penalty,
for each day that an Event has  occurred  and is  continuing,  an amount in cash
equal to one-thirtieth  ((1)/30th) of the product of (A) the original  principal
amount  of  each  applicable  Minimum  Borrowing  Note  multiplied  by  (B)  the
Applicable  Percentage (as hereafter  defined).  For purposes  hereof,  the term
"Applicable Percentage" means (i) for the first thirty (30) day period following
the occurrence and during the continuance of such Event,  one percent (1%), (ii)
for the second thirty (30) day period  following the  occurrence  and during the
continuance of such Event, one and one-half percent (1.5%) and (iii) thereafter,
two percent (2%).  In the event the Company fails to make any payments  pursuant
to this Section 2(b) in a timely  manner,  such payments  shall bear interest at
the rate of 1.5% per month (prorated for partial months) until paid in full.


                                       3
<PAGE>

            (b)  Within  three  business  days of the  Effectiveness  Date,  the
Company shall cause its counsel to issue a blanket  opinion in the form attached
hereto as Exhibit A, to the transfer  agent  stating that the shares are subject
to an effective  registration  statement and can be reissued free of restrictive
legend upon notice of a sale by the Purchaser and  confirmation by the Purchaser
that it has complied with the prospectus  delivery  requirements,  provided that
the Company has not advised the  transfer  agent  orally or in writing  that the
opinion  has been  withdrawn.  Copies of the  blanket  opinion  required by this
Section 2(c) shall be delivered to the Purchaser within the time frame set forth
above.

      3. Registration Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

            (a) prepare and file with the  Commission a  Registration  Statement
with respect to such Registrable Securities,  respond as promptly as possible to
any comments  received  from the  Commission,  and use its best efforts to cause
such Registration Statement to become and remain effective for the Effectiveness
Period with respect thereto, and promptly provide to the Purchaser copies of all
filings and Commission letters of comment relating thereto;

            (b)  prepare  and  file  with the  Commission  such  amendments  and
supplements to such Registration Statement and the Prospectus used in connection
therewith as may be necessary to comply with the  provisions  of the  Securities
Act with respect to the  disposition of all  Registrable  Securities  covered by
such Registration  Statement and to keep such Registration  Statement  effective
until the expiration of the Effectiveness Period applicable to such Registration
Statement;

            (c)  furnish  to  the  Purchaser   such  number  of  copies  of  the
Registration  Statement and the  Prospectus  included  therein  (including  each
preliminary  Prospectus)  as the Purchaser  reasonably may request to facilitate
the public sale or disposition  of the  Registrable  Securities  covered by such
Registration Statement;

            (d) use its commercially  reasonable  efforts to register or qualify
the Purchaser's  Registrable  Securities covered by such Registration  Statement
under the securities or "blue sky" laws of such jurisdictions  within the United
States as the Purchaser may  reasonably  request,  provided,  however,  that the
Company  shall not for any such  purpose be  required  to qualify  generally  to
transact business as a foreign  corporation in any jurisdiction  where it is not
so  qualified  or  to  consent  to  general  service  of  process  in  any  such
jurisdiction;

            (e) list the  Registrable  Securities  covered by such  Registration
Statement with any securities  exchange on which the Common Stock of the Company
is then listed;

            (f)  immediately  notify the Purchaser at any time when a Prospectus
relating  thereto is required to be delivered  under the Securities  Act, of the
happening  of any event of which the Company has  knowledge as a result of which
the  Prospectus  contained in such  Registration  Statement,  as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading in light of the circumstances then existing; and


                                       4
<PAGE>

            (g) make available for inspection by the Purchaser and any attorney,
accountant or other agent  retained by the  Purchaser,  all publicly  available,
non-confidential  financial and other records, pertinent corporate documents and
properties  of the Company,  and cause the  Company's  officers,  directors  and
employees  to  supply  all  publicly  available,   non-confidential  information
reasonably requested by the attorney, accountant or agent of the Purchaser.

      4.  Registration   Expenses.   All  expenses  relating  to  the  Company's
compliance  with Sections 2 and 3 hereof,  including,  without  limitation,  all
registration  and filing fees,  printing  expenses,  fees and  disbursements  of
counsel and independent  public  accountants for the Company,  fees and expenses
(including  reasonable  counsel fees) incurred in connection with complying with
state securities or "blue sky" laws, fees of the NASD,  transfer taxes,  fees of
transfer  agents and  registrars,  fees of, and  disbursements  incurred by, one
counsel  for the  Holders  (not  to  exceed  $7,500)  are  called  "Registration
Expenses".  All  selling  commissions  applicable  to the  sale  of  Registrable
Securities,  including any fees and  disbursements of any special counsel to the
Holders  beyond those included in  Registration  Expenses,  are called  "Selling
Expenses." The Company shall only be responsible for all Registration Expenses.

      5. Indemnification.

            (a) In the event of a  registration  of any  Registrable  Securities
under the Securities Act pursuant to this Agreement,  the Company will indemnify
and hold  harmless  each  Holder,  and its  officers,  directors  and each other
person,  if any, who controls such Holder  within the meaning of the  Securities
Act, against any losses,  claims,  damages or liabilities,  joint or several, to
which such Holder,  or such persons may become  subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in  respect  thereof)  arise out of or are based upon any  untrue  statement  or
alleged  untrue  statement of any material  fact  contained in any  Registration
Statement under which such  Registrable  Securities  were  registered  under the
Securities Act pursuant to this Agreement,  any preliminary  Prospectus or final
Prospectus  contained therein,  or any amendment or supplement thereof, or arise
out of or are based upon the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading, and will reimburse such Holder, and each such person for
any  reasonable  legal or other  expenses  incurred by them in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the Company will not be liable in any such case if and
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission so made in  conformity  with  information  furnished  by or on
behalf of the  Purchaser or any such person in writing  specifically  for use in
any such document.

            (b) In the event of a  registration  of the  Registrable  Securities
under  the  Securities  Act  pursuant  to this  Agreement,  the  Purchaser  will
indemnify  and hold harmless the Company,  and its officers,  directors and each
other  person,  if any,  who  controls  the  Company  within the  meaning of the
Securities Act,  against all losses,  claims,  damages or liabilities,  joint or
several,  to which the  Company or such  persons  may become  subject  under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged  untrue  statement  of any material  fact which was
furnished in writing by the  Purchaser to the Company  expressly for use in (and
such  information is contained in) the  Registration  Statement under which such
Registrable Securities were registered under the Securities Act pursuant to this
Agreement,  any preliminary Prospectus or final Prospectus contained therein, or
any  amendment  or  supplement  thereof,  or arise out of or are based  upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements  therein not misleading,  and
will  reimburse  the Company and each such  person for any  reasonable  legal or
other expenses  incurred by them in connection with  investigating  or defending
any such loss, claim, damage, liability or action,  provided,  however, that the
Purchaser  will be liable in any such  case if and only to the  extent  that any
such loss,  claim,  damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information  furnished in writing to the Company by or on behalf
of the Purchaser specifically for use in any such document.  Notwithstanding the
provisions of this  paragraph,  the Purchaser shall not be required to indemnify
any  person or entity in excess  of the  amount of the  aggregate  net  proceeds
received by the  Purchaser in respect of  Registrable  Securities  in connection
with any such registration under the Securities Act.


                                       5
<PAGE>

            (c)   Promptly   after   receipt  by  a  party   entitled  to  claim
indemnification hereunder (an "Indemnified Party") of notice of the commencement
of any action,  such Indemnified Party shall, if a claim for  indemnification in
respect thereof is to be made against a party hereto obligated to indemnify such
Indemnified Party (an "Indemnifying  Party"),  notify the Indemnifying  Party in
writing thereof,  but the omission so to notify the Indemnifying Party shall not
relieve it from any liability which it may have to such Indemnified  Party other
than under this Section 5(c) and shall only relieve it from any liability  which
it may have to such  Indemnified  Party  under this  Section  5(c) if and to the
extent the Indemnifying  Party is prejudiced by such omission.  In case any such
action shall be brought  against any  Indemnified  Party and it shall notify the
Indemnifying Party of the commencement  thereof, the Indemnifying Party shall be
entitled  to  participate  in and,  to the extent it shall  wish,  to assume and
undertake  the defense  thereof with counsel  satisfactory  to such  Indemnified
Party,  and, after notice from the Indemnifying  Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified  Party under this Section 5(c) for
any legal expenses subsequently incurred by such Indemnified Party in connection
with the defense thereof; if the Indemnified Party retains its own counsel, then
the  Indemnified  Party shall pay all fees,  costs and expenses of such counsel,
provided,  however,  that, if the defendants in any such action include both the
Indemnified  Party and the  Indemnifying  Party and the Indemnified  Party shall
have reasonably  concluded that there may be reasonable defenses available to it
which are different  from or additional to those  available to the  Indemnifying
Party or if the interests of the Indemnified  Party  reasonably may be deemed to
conflict with the interests of the  Indemnifying  Party,  the Indemnified  Party
shall have the right to select one  separate  counsel  and to assume  such legal
defenses and otherwise to  participate  in the defense of such action,  with the
reasonable expenses and fees of such separate counsel and other expenses related
to such participation to be reimbursed by the Indemnifying Party as incurred.

            (d) In order to provide for just and equitable  contribution  in the
event of joint  liability  under the  Securities Act in any case in which either
(i) the  Purchaser,  or any  officer,  director  or  controlling  person  of the
Purchaser,  makes a claim for indemnification  pursuant to this Section 5 but it
is judicially  determined (by the entry of a final judgment or decree by a court
of competent  jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such  indemnification may not be enforced in such
case  notwithstanding  the fact that this Section 5 provides for indemnification
in such case, or (ii)  contribution  under the Securities Act may be required on
the part of the Purchaser or such officer, director or controlling person of the
Purchaser in  circumstances  for which  indemnification  is provided  under this
Section 5; then,  and in each such case,  the  Company  and the  Purchaser  will
contribute to the aggregate losses, claims, damages or liabilities to which they
may be subject (after  contribution  from others) in such proportion so that the
Purchaser is responsible only for the portion represented by the percentage that
the  public  offering  price  of its  securities  offered  by  the  Registration
Statement bears to the public  offering price of all securities  offered by such
Registration  Statement,  provided,  however,  that,  in any such case,  (A) the
Purchaser  will not be required to contribute any amount in excess of the public
offering  price  of  all  such  securities   offered  by  it  pursuant  to  such
Registration  Statement;  and (B) no  person  or  entity  guilty  of  fraudulent
misrepresentation  (within  the  meaning  of  Section  10(f) of the Act) will be
entitled  to  contribution  from any person or entity who was not guilty of such
fraudulent misrepresentation.


                                       6
<PAGE>

      6. Representations and Warranties.

            (a) The Common  Stock is  registered  pursuant  to Section  12(b) or
12(g) of the Exchange Act and,  except with respect to certain matters which the
Company  has  disclosed  to the  Purchaser  on  Schedule  12(u) to the  Security
Agreement  by and between the  Company  and Gryphon  Master Fund L.P.  (attached
hereto to Schedule  7(b)),  the Company has timely  filed all proxy  statements,
reports,  schedules,  forms, statements and other documents required to be filed
by it under the  Exchange  Act.  The Company has filed (i) its Annual  Report on
Form 10-K for the fiscal year ended  December  31,  2004 and (ii) its  Quarterly
Report on Form 10-Q (collectively,  the "SEC Reports").  Each SEC Report was, at
the time of its filing,  in substantial  compliance with the requirements of its
respective form and none of the SEC Reports,  nor the financial  statements (and
the notes thereto)  included in the SEC Reports,  as of their respective  filing
dates,  contained any untrue  statement of a material fact or omitted to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The financial statements of the Company included in the SEC Reports
comply  as  to  form  in  all  material  respects  with  applicable   accounting
requirements  and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted  accounting  principles
("GAAP")  applied on a consistent  basis during the periods involved (except (i)
as may be otherwise indicated in such financial  statements or the notes thereto
or (ii) in the case of unaudited interim statements,  to the extent they may not
include  footnotes  or may be  condensed)  and fairly  present  in all  material
respects the financial  condition,  the results of operations and the cash flows
of the Company and its  subsidiaries,  on a consolidated  basis, as of, and for,
the periods presented in each such SEC Report.

            (b) The Common  Stock is listed for  trading on the Over the Counter
Bulletin  Board and  satisfies all  requirements  for the  continuation  of such
listing.  The Company has not  received any notice that its Common Stock will be
delisted from the Over the Counter  Bulletin Board or that the Common Stock does
not meet all requirements for the continuation of such listing.


                                       7
<PAGE>

            (c) Neither the Company,  nor any of its affiliates,  nor any person
acting on its or their  behalf,  has directly or  indirectly  made any offers or
sales  of any  security  or  solicited  any  offers  to buy any  security  under
circumstances  that would cause the offering of the  Securities  pursuant to the
Security  Agreement  to be  integrated  with prior  offerings by the Company for
purposes of the  Securities Act which would prevent the Company from selling the
Common Stock  pursuant to Rule 506 under the  Securities  Act, or any applicable
exchange-related stockholder approval provisions, nor will the Company or any of
its  affiliates  or  subsidiaries  take any action or steps that would cause the
offering of the Common Stock to be integrated with other  offerings  (other than
such concurrent offering to the Purchaser).

            (d) The Options,  Warrants,  the Note and the shares of Common Stock
which the Purchaser may acquire  pursuant to the Options,  Warrants and the Note
are all  restricted  securities  under the Securities Act as of the date of this
Agreement.  The Company  will not issue any stop  transfer  order or other order
impeding the sale and delivery of any of the Registrable Securities at such time
as such  Registrable  Securities  are registered for public sale or an exemption
from  registration  is  available,  except  as  required  by  federal  or  state
securities laws.

            (e) The Company understands the nature of the Registrable Securities
issuable  upon the  conversion  of the Note and the exercise of the Warrants and
Options and recognizes that the issuance of such Registrable Securities may have
a potential  dilutive effect.  The Company  specifically  acknowledges  that its
obligation to issue the  Registrable  Securities is binding upon the Company and
enforceable  regardless  of the dilution such issuance may have on the ownership
interests of other shareholders of the Company.

            (f) Except for agreements  made in the ordinary  course of business,
there is no agreement  that has not been filed with the Commission as an exhibit
to a  registration  statement  or to a form  required to be filed by the Company
under the Exchange Act, the breach of which could reasonably be expected to have
a material  and adverse  effect on the Company  and its  subsidiaries,  or would
prohibit or  otherwise  interfere  with the ability of the Company to enter into
and perform any of its obligations under this Agreement in any material respect.

            (g) The Company  will at all times have  authorized  and  reserved a
sufficient number of shares of Common Stock for the full conversion of each Note
and exercise of the Warrants.

      7. Miscellaneous.

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder, of any of their respective obligations under this Agreement, each Holder
or the  Company,  as the case may be, in addition to being  entitled to exercise
all rights  granted  by law and under  this  Agreement,  including  recovery  of
damages,  will be  entitled  to specific  performance  of its rights  under this
Agreement.

            (b) No Piggyback on  Registrations.  Except as and to the extent set
forth on Schedule  7(b)  hereto,  neither  the  Company nor any of its  security
holders  (other than the Holders in such capacity  pursuant  hereto) may include
securities  of  the  Company  in  any  Registration  Statement  other  than  the
Registrable  Securities,  and the Company  shall not after the date hereof enter
into any  agreement  providing  any such  right for  inclusion  of shares in the
Registration  Statement  to any of its  security  holders.  Except as and to the
extent specified in Schedule 7(b) hereto, the Company has not previously entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person that have not been fully satisfied.


                                       8
<PAGE>

            (c) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  any
Registration Statement.

            (d) Discontinued Disposition.  Each Holder agrees by its acquisition
of such  Registrable  Securities that, upon receipt of a notice from the Company
of the occurrence of a  Discontinuation  Event (as defined  below),  such Holder
will forthwith discontinue  disposition of such Registrable Securities under the
applicable  Registration  Statement until such Holder's receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.  For purposes of this Section 7(d), a  "Discontinuation  Event" shall
mean (i) when the  Commission  notifies  the  Company  whether  there  will be a
"review" of such Registration  Statement and whenever the Commission comments in
writing on such  Registration  Statement  (the  Company  shall  provide true and
complete  copies  thereof  and  all  written  responses  thereto  to each of the
Holders);  (ii) any  request  by the  Commission  or any other  Federal or state
governmental  authority  for  amendments  or  supplements  to such  Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the  effectiveness of such  Registration
Statement covering any or all of the Registrable Securities or the initiation of
any  Proceedings  for that  purpose;  (iv) the  receipt  by the  Company  of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  Proceeding  for such
purpose;  and/or (v) the  occurrence  of any event or passage of time that makes
the financial statements included in such Registration  Statement ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such  Registration  Statement  or  Prospectus,  as the case may be,  it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   any
Effectiveness Period there is not an effective  Registration  Statement covering
all  of  the  Registrable   Securities   required  to  be  covered  during  such
Effectiveness  Period and the Company  shall  determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then  equivalents  relating to equity  securities to be
issued solely in connection  with any  acquisition  of any entity or business or
equity  securities  issuable in connection  with stock option or other  employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within fifteen (15) days after receipt of such notice, any
such Holder  shall so request in  writing,  the  Company  shall  include in such
registration  statement  all or any  part of such  Registrable  Securities  such
Holder  requests to be  registered,  to the extent the Company may do so without
violating  registration  rights  of  others  which  exist as of the date of this
Agreement,  subject to customary  underwriter cutbacks applicable to all holders
of  registration  rights and subject to obtaining  any  required  consent of any
selling stockholder(s) to such inclusion under such registration statement.


                                       9
<PAGE>

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including  the  provisions  of this  sentence,  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of the then outstanding Registrable Securities.  Notwithstanding
the  foregoing,  a waiver or consent to depart from the  provisions  hereof with
respect to a matter that relates  exclusively  to the rights of certain  Holders
and that does not directly or indirectly  affect the rights of other Holders may
be given by Holders  of at least a majority  of the  Registrable  Securities  to
which such waiver or consent relates; provided,  however, that the provisions of
this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.

            (g)  Notices.  Any notice or request  hereunder  may be given to the
Company or the Purchaser at the  respective  addresses set forth below or as may
hereafter be specified in a notice  designated as a change of address under this
Section 7(g).  Any notice or request  hereunder  shall be given by registered or
certified mail, return receipt requested, hand delivery, overnight mail, Federal
Express or other national overnight next day carrier  (collectively,  "Courier")
or telecopy  (confirmed by mail).  Notices and requests shall be, in the case of
those by hand delivery, deemed to have been given when delivered to any party to
whom it is addressed,  in the case of those by mail or overnight mail, deemed to
have been given three (3)  business  days after the date when  deposited  in the
mail or with the  overnight  mail  carrier,  in the case of a Courier,  the next
business day following timely delivery of the package with the Courier,  and, in
the case of a  telecopy,  when  confirmed.  The  address  for such  notices  and
communications shall be as follows:

            If to Company:      American Technologies Group, Inc.
                                P.O. Box 90
                                Monrovia, CA  91016
                                Phone: (626) 357-5000





            with a copy to      __________________________________

                                __________________________________

                                __________________________________

            If to a Purchaser:  To the address set forth under such Purchaser
                                name on the signature pages hereto.


                                       10
<PAGE>

            If to any other
            Person who is
            then the registered
            Holder:             To the address of such Holder as it appears in
                                the stock transfer books of the Company

or such other address as may be  designated  in writing  hereafter in accordance
with this Section 7(g) by such Person.

            (h)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their  respective  rights  hereunder in the
manner  and to the  Persons  as  permitted  under the  Notes and the  Securities
Purchase Agreement with the prior written consent of the Company,  which consent
shall not be unreasonably withheld.

            (i) Execution and  Counterparts.  This  Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together  shall  constitute one and the same
agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

            (j)  Governing  Law,  Jurisdiction  and Waiver of Jury  Trial.  This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York applicable to contracts made and performed in such
State,  without  regard to  principles  of conflicts of law. The Company  hereby
consents  and agrees that the state or federal  courts  located in the County of
New  York,  State of New York  shall  have  exclusion  jurisdiction  to hear and
determine  any  Proceeding  between  the  Company,  on the  one  hand,  and  the
Purchaser,  on the other hand,  pertaining  to this  Agreement  or to any matter
arising out of or related to this  Agreement;  provided,  that the Purchaser and
the Company  acknowledge that any appeals from those courts may have to be heard
by a court  located  outside of the County of New York,  State of New York,  and
further  provided,  that nothing in this Agreement shall be deemed or operate to
preclude the Purchaser from bringing a Proceeding in any other  jurisdiction  to
collect the obligations,  to realize on the Collateral or any other security for
the  obligations,  or to enforce a judgment or other court order in favor of the
Purchaser.  The  Company  expressly  submits  and  consents  in  advance to such
jurisdiction  in any  Proceeding  commenced  in any such court,  and the Company
hereby  waives  any  objection  which it may have  based  upon lack of  personal
jurisdiction,  improper venue or forum non conveniens. The Company hereby waives
personal service of the summons,  complaint and other process issued in any such
Proceeding and agrees that service of such summons,  complaint and other process
may be made by  registered  or  certified  mail  addressed to the Company at the
address  set forth in  Section  7(g) and that  service  so made  shall be deemed
completed upon the earlier of the Company's  actual receipt thereof or three (3)
days after deposit in the U.S. mails, proper postage prepaid. The parties hereto
desire that their disputes be resolved by a judge applying such applicable laws.
Therefore,  to achieve the best  combination  of the  benefits  of the  judicial
system and of arbitration,  the parties hereto waive all rights to trial by jury
in any Proceeding  brought to resolve any dispute,  whether arising in contract,
tort,  or otherwise  between the  Purchaser  and/or the Company  arising out of,
connected with,  related or incidental to the relationship  established  between
then in connection with this Agreement.  If either party hereto shall commence a
Proceeding to enforce any provisions of this Agreement,  the Security  Agreement
or any other Ancillary  Agreement,  then the prevailing party in such Proceeding
shall be reimbursed by the other party for its  reasonable  attorneys'  fees and
other  costs and  expenses  incurred  with the  investigation,  preparation  and
prosecution of such Proceeding.


                                       11
<PAGE>

            (k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

            (m) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

       [Balance of page intentionally left blank; signature page follows]







                                       12
<PAGE>

            IN WITNESS  WHEREOF,  the parties have  executed  this  Registration
Rights Agreement as of the date first written above.


                                            AMERICAN TECHNOLOGIES GROUP, INC.


                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                            GRYPHON MASTER FUND, L.P.


                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________

                                            Address for Notices:






                                       13
<PAGE>

                                    EXHIBIT A

                              ____________, 200___


[Continental Stock Transfer
& Trust Company
Two Broadway
New York, New York 10004
Attn: William Seegraber]

            Re:   Registration Statement on Form [S-3]

Ladies and Gentlemen:

      As counsel to American Technologies Group, Inc., a Nevada corporation (the
"Company"),  we have been  requested to render our opinion to you in  connection
with the resale by the  individuals  or  entitles  listed on Schedule A attached
hereto (the "Selling  Stockholders"),  of an aggregate of __________ shares (the
"Shares") of the Company's Common Stock.

      A  Registration  Statement on Form [S-3] under the Securities Act of 1933,
as amended  (the  "Act"),  with respect to the resale of the Shares was declared
effective by the Securities and Exchange  Commission on [date].  Enclosed is the
Prospectus  dated [date].  We  understand  that the Shares are to be offered and
sold in the manner described in the Prospectus.

      Based upon the foregoing,  upon request by the Selling Stockholders at any
time while the registration statement remains effective,  it is our opinion that
the Shares have been  registered  for resale under the Act and new  certificates
evidencing  the Shares  upon their  transfer or  re-registration  by the Selling
Stockholders may be issued without restrictive legend. We will advise you if the
registration statement is not available or effective at any point in the future.

                                             Very truly yours,


                                             [Company counsel]


                                       14
<PAGE>

                                   Schedule A


                                                                      Shares
Selling Stockholder                     R/N/O                      Being Offered
-------------------                     -----                      -------------










<PAGE>

                                  Schedule 7(b)

                           Piggyback on Registrations

REGISTRATION  RIGHTS  GRANTED TO LAURUS MASTER FUND LTD PURSUANT TO THE ATTACHED
AGREEMENTS