Modification Agreement To Subscription Agreement

Exhibit 10.8 MODIFICATION AGREEMENT

WHEREAS, as of September 25, 2000, American Technologies Group, Inc., a Nevada corporation (the " Company" ), pursuant to Subscription Agreements dated as of September 25, 2000 (" Subscription Agreements" ) issued Convertible Notes (" Notes" ) to the Subscribers in the amounts designated on Schedule A hereto; and

WHEREAS, the Company and Subscribers have determined that it is in the Company' s best interests to modify the Subscription Agreements and Notes.

It is now therefore agreed by the Company and Subscribers for good and valuable consideration, receipt of which is acknowledged, that:

1. The Maximum Base Price as defined in Section 2.1(b)(i) of the Put Notes issuable in connection with Put Notices made and given after the effective date of the Registration Statement described in Section 10.1(iv) shall be the average of $.06775 and seventy-five (75%) of the average of the three lowest cl ...