Exhibit
4.29. Form of Waiver Agreement with GSSF and
Grypon
AMERICAN TECHNOLOGIES GROUP,
INC.
Mr. Warren W.
Garden
Authorized
Agent for
GSSF Master
Fund, LP
and Gryphon
Master Fund, L.P.
100 Crescent
Ct., Suite 490
Dallas, TX
75201
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American
Technologies Group, Inc.
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Dear
Warren:
Reference is hereby made to the Registration
Rights Agreements (the “Registration Rights
Agreements”) entered into as of September 7, 2005 and
April 26, 2006 by and between American Technologies Group, Inc., a
Nevada corporation (“ATG”), Gryphon Master Fund, L.P.,
(“GMF”), and GSSF Master Fund, LP (“GSSF”)
which require ATG to file a registration statement with respect to
the Registrable Securities (as defined in the Agreements).
Reference is also hereby made to the convertible term notes in the
total amount of $500,000 payable to GMF and GSSF dated as of
September 7, 2005 (the “Notes”). Reference is further
made to that certain security agreements also dated September 7,
2005 by and between ATG, GMF and GSSF (the “Security
Agreements”). Based on conferences with GSSF and GMF, GMF and
GSSF have agreed to the following amendments to the Registration
Rights Agreement, the Notes and Security Agreement:
1. The Fili
