ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is entered
into this 24th day of April 2006 (the "Effective Date"), by and between AMERICAN
TECHNOLOGIES GROUP, INC. a Nevada corporation ("ATEG") and WHITCO POLES, INC. a
Texas corporation ("Whitco Poles").

         WHEREAS, ATEG is authorized pursuant to an order issued in the U.S.
Bankruptcy Court for the Northern District of Texas to purchase certain assets
of Whitco Company, L.P., a Texas limited partnership (the "Sale Order") on the
terms and conditions of the asset purchase incorporated therein (the "Purchase
Agreement");

         WHEREAS, ATEG desires to assign its rights under the Sale Order and
Purchase Agreement (collectively, the "Agreements") to Whitco Poles and Whitco
Poles desire to accept such assignment and assume the obligations of ATEG under
the Agreements as of the Effective Date.

         NOW, THEREFO