Consulting Warrant Agreement

160,000 Warrants


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.


AMERICAN TECHNOLOGIES GROUP, INC.


CONSULTANT WARRANT AGREEMENT


THIS AGREEMENT is made and entered into as of this 2nd day of December 1996, by and between AMERICAN TECHNOLOGIES GROUP, INC. (the "Company") and C.C.R.I. CORPORATION (the "Consultant") (together, the "Parties").


RECITALS


A. As of December 2, 1996, the Company and the Consultant entered into a Consulting Agreement , under which the Consultant received warrants to purchase common stock of the Company ("Common Stock").


B. The Consulting Agreement provides for the issuance to Consultant of warrants to purchase 160,000 shares of the common stock of the Company, exercisable at a price of $2.12 per share.

C. The Company has agreed to issue and the Consultant is desirous of obtaining the warrants on the terms and conditions herein contained.


IT IS THEREFORE agreed by and between the parties, for and in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, as follows:


1. The Company hereby confirms and acknowledges that it has granted to the Consultant, on December 2, 1996, warrants to purchase 160,000 shares of Common Stock (the "Warrant") upon the terms and conditions herein set forth subject to the terms and conditions of the Consulting Agreement. The Warrant shall have a 5 year life and is granted as compensation for services.


2. The purchase price of the shares of Common Stock underlying the warrants which may be purchased pursuant to the Warrant is as outline below.


3. The Warrant shall continue for five years after the date of grant set forth in paragraph 1, unless sooner terminated or modified under the provisions of this Agreement or the Consulting Agreement, and shall automatically expire at midnight on the fifth anniversary of such date.


4. The Warrant shall vest in equal increments of 40,000 shares exercisable as follows upon the occurrence of certain conditions set forth below:


a. The Warrant shall become exercisable at a price of $2.12 per share as to 40,000 shares upon execution and delivery of this Warrant Agreement.


b. The second increment of 40,000 shares shall vest and become exercisable at a price of $2.12 per share on April 2, 1997 if on or before said date the closing price of the Common Stock, wherever listed is $4.24 per share or higher.


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