EXHIBIT 10.1

                    SUBSCRIPTION AND REPRESENTATION AGREEMENT

      The undersigned ("Investor") hereby subscribes for One (1) share of Common
Stock,  par value of $.001 (the "Stock"),  of Omaha  Holdings  Corp., a Delaware
corporation (the "Corporation"),  for a total purchase for all shares subscribed
hereunder of Ten and no/100 Dollars  ($10.00),  payable to the Corporation.  The
Investor understands and agrees that the acceptance of this subscription will be
subject to approval by the  Corporation  and agrees to make  payment in cash for
the  Stock  herein  subscribed  for  within  twenty  (20)  days  of the  date of
acceptance of this subscription by the Corporation.

      This  agreement will be binding upon  successors and permitted  assigns of
the  Investor,  as the case  may be,  and  shall  inure  to the  benefit  of the
Corporation,  its successors and permitted assigns. This Subscription  Agreement
shall be construed in  accordance  with and governed in all respects by the laws
of Delaware.

      The Investor represents and warrants as follows:

      1.  The  Investor's  principal  place  of  business  is in  the  State  of
California.

      2. The Investor has such  knowledge of the business and financial  affairs
of  the  Corporation  and  possesses  a  sufficient  degree  of  sophistication,
knowledge and experience in financial and business matters such that Investor is
capable of evaluating  the Stock of the  Corporation  and the economic risks and
speculative nature of acquiring the same.

      3. The Investor  understands  that there is no current or proposed  market
for the securities  Investor has purchased from the Corporation,  that no market
may  develop  for the Stock and even if a market  does  develop,  that there are
restrictions on the resale of the Stock and therefore  Investor  represents that
Investor has no need for liquidity with respect to this investment.

      4. The Investor  understands the securities sold in this offering have not
been  registered  under the Securities Act of 1933, nor under any securities act
of any state and do not meet any state  standards  of fairness  for a registered
public offering.

      5. The Investor understands that the Corporation will not be in a position
to  pay  cash  dividends  in  the  foreseeable  future  and  therefore  Investor
represents that Investor has no need for immediate income from this investment.

      6. The  Investor has  purchased  the  securities  of the  Corporation  for
Investor's own account, as principal, for investment purposes only and without a
view to resale, transfer or distribute said securities.

      7. The Investor  represents that the dollar amount of this investment does
not exceed 10% of Investor's net worth.




      The Investor agrees as follows:

      1. That all certificates for the shares of Stock to be purchased  pursuant
to this  Subscription  Agreement and all certificates in exchange therefor or in
replacement  thereof  shall  contain a legend  in  substantially  the  following
language:

      The Securities  represented by this  certificate  have not been registered
      under the  Securities  Act of 1933,  as amended  (the Act) or qualified or
      registered under the securities act of any state. The Securities are being
      offered  and  sold  pursuant  to  an  exemption  from   registration   and
      qualification  under the Act and  applicable  state  securities  laws. The
      Securities  may not be  offered  for sale,  sold,  pledged,  or  otherwise
      transferred except pursuant to an effective  registration  statement under
      the  Act  and  registration  or   qualification   under  applicable  state
      securities  laws or under an applicable  exemption  from  registration  or
      qualification.

      2. That the  Corporation  may make a  notation  in its  records  or in the
records  of  any   transfer   agent  with  respect  to  the   restriction   upon
transferability of the Stock to be purchased under this Subscription Agreement.

      3. To indemnify the Corporation,  its officers, directors and shareholders
and to hold such persons and firm  harmless of  liability,  costs,  or expenses,
including reasonable attorneys' fees, arising as a result of the sale, transfer,
offers for sale or distribution of the Stock to be purchased  hereunder by it in
violation of the  Securities  Act of 1933, as amended,  or any other  applicable
law.

      4. That Investor's rights hereunder are not assignable.

      5. That the  certificate  representing  the shares to be  purchased by the
Investor in accordance with this  Subscription  Agreement shall be registered in
the name of the Investor's subscriber.

                                         AMERICAN TECHNOLOGIES
                                         GROUP, INC., a Nevada corporation,

                                         By:_________________________________
                                         Name:___________________________
                                         Title:____________________________

      Accepted this ___ day of __________________, 2005.


                                         OMAHA HOLDINGS CORP.,
                                         a Delaware corporation,

                                         By:________________________________
                                            Michael S. Luther, President



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