AMERICAN TECHNOLOGIES GROUP INC
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>34
<FILENAME>v025583_ex10-5.txt
<TEXT>
                                                                    EXHIBIT 10.5

                              CONSULTING AGREEMENT

THIS  AGREEMENT,  made,  entered  into  this  7th  day of  September  2005  (the
"Effective  Date"),  by and between Dr. Gary Fromm  (hereinafter  referred to as
"Consultant"),  and American  Technologies  Group,  Inc., a Nevada  corporation,
(hereinafter referred to as "Corporation").

                              W I T N E S S E T H:

      WHEREAS,  Consultant will provide valuable  services to the Corporation in
connection with the Corporation's acquisition of North Texas Steel Company, Inc.
("North  Texas") and the  Corporation  realizes  that  Consultant  will  provide
valuable  services  to the  Corporation  and has  determined  that it  would  be
desirable to retain Consultant's services under a consulting agreement; and

      WHEREAS,  Consultant  desires to provide such consulting  services for the
Corporation as an independent  contractor,  with the understanding that it shall
not be required to devote its full time to the business of the  Corporation  and
shall be free to pursue other business interests.

      NOW, THEREFORE,  in consideration of the premises, the mutual covenants of
the parties  herein  contained  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by each of the parties
hereto, it is agreed as follows:

1. CONSULTING ARRANGEMENT.  The Corporation hereby contracts for the services of
Consultant and Consultant agrees to perform such duties and responsibilities and
to render advice and consulting as may be requested by the Corporation from time
to time during the term of this  consulting  arrangement in connection  with the
Corporation's   business   ("Consulting   Arrangement").   Notwithstanding   the
foregoing,  the Consultant shall continue to serve as Chief Executive Officer of
the Corporation.

2. RELATIONSHIP BETWEEN PARTIES.  During the term of the Consulting Arrangement,
Consultant  shall be deemed to be an independent  contractor with respect to the
services to be rendered pursuant to this Agreement. In addition, the Corporation
shall not withhold any taxes in connection with the  compensation due Consultant
hereunder,  and Consultant will be responsible for the payment of any such taxes
and hereby agrees to indemnify the Corporation against nonpayment thereof.

3.  COMPENSATION  FOR  THE  CONSULTING  ARRANGEMENT.  As  consideration  for the
services to be rendered under this  Consulting  Arrangement  by Consultant,  the
Corporation hereby agrees to pay to the Consultant

      A. a monthly fee of ten thousand dollars  ($10,000) which shall be payable
on the first day of each month.

      B. a monthly  fee of five  thousand  dollars  ($5,000)  payable as long as
Consultant serves as CEO of the Corporation, which shall be payable on the first
day of each month.



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<PAGE>

4. TERM OF  CONSULTING  ARRANGEMENT.  The  Consulting  Arrangement  shall  begin
effective as of the  Effective  Date and shall  continue for a period of six (6)
months from the Effective Date (the "Consulting Period").  The Consulting Period
shall  automatically  renew for six (6) month periods ("Renewal Periods") unless
either the Consultant or the Corporation  provides notice that it is terminating
the Agreement no later than 30 calendar days prior to the end of the  Consulting
Period.

5. NOTICES. All notices, consents,  waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt),  (b) sent by facsimile
(with  written  confirmation  of  receipt),  provided  that a copy is  mailed by
registered  mail,  return  receipt  requested,  or  (c)  when  received  by  the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

      (a) if to the Corporation, to it at:   with a copy to:

          American Technologies Group, Inc.  Gregory Sichenzia, Esq.
          P.O. Box 90                        Sichenzia Ross Friedman Ference LLP
          Monrovia, CA 91016                 1065 Avenue of the Americas
          Fax: ( __) ____________            New York, NY 10018
                                             Fax: (212) 930-9725


      (b) if to Consultant, to him at:       with a copy to:

          Dr. Gary Fromm
          Fax: ( __) ____________

6. BINDING EFFECT. This Agreement shall extend to, shall inure to the benefit of
and  shall  be  binding  upon  all the  parties  hereto  and  upon  all of their
respective heirs, successors and representatives.

7. ENTIRE AGREEMENT.  This Agreement,  including the agreements  incorporated by
reference,  contains the entire  Agreement among the parties hereto with respect
to the matters  contemplated  hereby and  supersedes  all prior  agreements  and
undertakings  between the parties with respect to such matters.  This  Agreement
may not be  amended,  modified  or  terminated  in whole or in part,  except  in
writing, executed by each of the parties hereto.

8.  INDEMNIFICATION.  Consultant  hereby  agrees to hold  harmless and indemnify
Corporation  from  and  against  any and all  loss,  damage,  expense,  and cost
(including  reasonable  attorneys'  fees incurred in  connection  with the same)
incurred by  Corporation as a result of  Consultant's  breach of any covenant or
agreement made herein.


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<PAGE>

9. SEVERABILITY.  Should any part of any provision of this Agreement be declared
invalid by a court of competent  jurisdiction,  such  decision or  determination
shall not affect the validity of any remaining  portion of such provision or any
other  provision and the  remainder of the Agreement  shall remain in full force
and  effect  and  shall be  construed  in all  respects  as if such  invalid  or
unenforceable  provision or portion  thereof were not contained  herein.  In the
event of a declaration of invalidity,  the provision or portion thereof declared
invalid shall not  necessarily  be  invalidated  in its  entirety,  but shall be
observed  and  performed  by the  parties to the  Agreement  to the extent  such
provision is valid and enforceable.

10. SECTION HEADINGS.  The section headings contained herein are for convenience
of  reference  only and  shall not be  considered  any part of the terms of this
Agreement.

11.  CHOICE  OF LAW.  This  Agreement  shall be  interpreted  and  performed  in
accordance  with  the laws of the  State of New  York,  and the  parties  agree,
notwithstanding  the  principles  of conflicts of law, that the internal laws of
the State of New York shall  govern and  control the  validity,  interpretation,
performance, and enforcement of this Agreement.


                             Signature page follows


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<PAGE>


      IN  WITNESS  WHEREOF,  Consultant  has  hereunto  put  her  hand,  and the
Corporation  has caused this  instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.

                                   CONSULTANT:

                                  /s/Dr. Gary Fromm
                                  -----------------------
                                  Dr. Gary Fromm

                                  CORPORATION:

                                  American Technologies Group, Inc.

                                  /s/Dr. Gary Fromm
                                  -----------------------
                                  Name: Dr. Gary Fromm
                                  Title: CEO


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