0000950137-05-002610.txt : 20120628 0000950137-05-002610.hdr.sgml : 20120628 20050303154823 ACCESSION NUMBER: 0000950137-05-002610 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050303 DATE AS OF CHANGE: 20050303 GROUP MEMBERS: ASTRAEA INVESTMENT MANAGEMENT LP GROUP MEMBERS: BIG BEND XI INVESTMENTS LTD GROUP MEMBERS: CHARLES JARVIC GROUP MEMBERS: CHRISTOPHER BANCROFT GROUP MEMBERS: CRESTVIEW CAPITAL MASTER LLC GROUP MEMBERS: CRESTVIEW WARRANT FUND LP GROUP MEMBERS: DAVID KELLOGG GROUP MEMBERS: DAVID PASAHOW GROUP MEMBERS: GENERAL GOH YONG SIANG GROUP MEMBERS: HERAKLES INVESTMENTS INC GROUP MEMBERS: HLT FFT LLC GROUP MEMBERS: ISLANDIA LP GROUP MEMBERS: JOHN M PIGOTT GROUP MEMBERS: MICHAEL JORDAN GROUP MEMBERS: MIDSUMMER INVESTMENT LTD GROUP MEMBERS: PAT LONG GROUP MEMBERS: PAUL POTTINGER GROUP MEMBERS: RICHARD KIPHART GROUP MEMBERS: ROOSTER LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/ CENTRAL INDEX KEY: 0000808013 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 330471789 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42313 FILM NUMBER: 05657916 BUSINESS ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 281-847-0029 MAIL ADDRESS: STREET 1: 14315 WEST HARDY ROAD STREET 2: SUITE 301 CITY: HOUSTON STATE: TX ZIP: 77060 FORMER COMPANY: FORMER CONFORMED NAME: MAIL BOXES COAST TO COAST INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sponsor Investments, LLC CENTRAL INDEX KEY: 0001318537 IRS NUMBER: 020681770 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TWO LINCOLN CENTER STREET 2: 5420 LBJ FREEWAY, SUITE 1450 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (972) 490-2360 MAIL ADDRESS: STREET 1: TWO LINCOLN CENTER STREET 2: 5420 LBJ FREEWAY, SUITE 1450 CITY: DALLAS STATE: TX ZIP: 75240 SC 13D 1 c92784sc13d.txt SCHEDULE 13D OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response....15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* -------- North American Technologies Group, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 657193207 -------------------------------------------------------------------------------- (CUSIP Number) Bruce Leadbetter Sponsor Investments, LLC Two Lincoln Center 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 (972) 490-2340 with a copy to: Richard S. Meller Heather Kraeger Latham & Watkins LLP Herakles Investments, Inc. 233 South Wacker Drive, Suite 5800 5949 Sherry Lane, Suite 1900 Chicago, Illinois 60606 Dallas, Texas 75225 (312) 876-7700 (312) 210-5058 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 22, 2005 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13-1(f) or 13d-1(g), check the following box. / / NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (11-03) CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Sponsor Investments, LLC 02-0681770 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Texas -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 44,160,189 Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 0 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 44,160,189 -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 44,160,189 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 38.5% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 2 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Herakles Investments, LLC 37-1461244 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) N/A -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 44,160,189 Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 36,610,188 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 44,160,189 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 38.5% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 3 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Astraea Investments Management, L.P. 75-2387896 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) N/A -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 6,050,000 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,050,000 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 7.9% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 4 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Paul Pottinger -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 37,963 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 37,963 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 5 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Christopher Bancroft -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 150,000 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 150,000 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 6 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Michael Jordan -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 150,000 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 150,000 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 7 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). John M. Pigott -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 75,000 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 75,000 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 8 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). General Goh Young Siang -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Singapore -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 300,000 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 300,000 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 9 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Pat Long -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 600,000 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 1.0% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 10 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). David Kellogg -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 18,519 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,519 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 11 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Charles Jarvie -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 150,000 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 150,000 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% (See Items 4 & 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 12 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). David Pasahow -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 18,519 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 18,519 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) Less than 1% (See Items 4 & 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 13 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Crestview Capital Master, LLC 20-0512894 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 9,457,385 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 9,457,385 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 9,457,385 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 13.4% (See Items 4 & 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 14 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Midsummer Investment Ltd. -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Bermuda -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 6,044,120 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 6,044,120 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,044,120 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 8.6% (See Items 4 & 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 15 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Islandia, L.P. 22-2982865 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 2,361,122 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 2,361,122 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,361,122 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 3.4% (See Items 4 & 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 16 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Rooster, L.P. 06-1471246 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 2,110,226 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 2,110,226 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,110,226 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 2.9% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) LP -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 17 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Big Bend XI Investments, Ltd. 38-3706254 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Texas -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 17,892,473 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 17,892,473 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 17,892,473 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 25.4% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 18 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). HLT FFT, LLC 73-1712566 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization California -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 3,072,005 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 3,072,005 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,072,005 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.3% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 19 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Crestview Warrant Fund, L.P. 201299530 -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 1,859,884 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 0 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 1,859,884 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,859,884 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 2.6% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 20 CUSIP No. -------------------------------------------------------------------------------- 1. Names Of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Richard Kiphart -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) /X/ -------------------------------------------------------------------------------- 3. SEC Use Only -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) OR 2(e) -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States of America -------------------------------------------------------------------------------- 7. Sole Voting Power Number of 0 (See Items 4 and 5) Shares ----------------------------------------------------------------- 8. Shared Voting Power Beneficially 2,802,751 (See Items 4 and 5) Owned by Each ----------------------------------------------------------------- 9. Sole Dispositive Power Reporting 2,802,751 (See Items 4 and 5) Person ----------------------------------------------------------------- 10. Shared Dispositive Power With 0 (See Items 4 and 5) -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,802,751 (See Items 4 and 5) -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) /X/ (See Items 4 and 5) -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 3.9% (See Items 4 and 5) -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 21 ITEM 1. SECURITY AND ISSUER. This statement (this "Statement") relates to the common stock, par value $.001 per share (the "Common Stock"), of North American Technologies Group, Inc., a Delaware corporation, which has its principal business office at 14315 West Hardy Road, Houston, Texas 77060 (the "Company"). ITEM 2. IDENTITY AND BACKGROUND. This Statement is being filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Act of 1934 (the "Exchange Act") by Sponsor Investments, LLC ("Sponsor"), Herakles Investments, Inc. ("Herakles"), Astraea Investment Management, L.P. ("Astraea"), Paul Pottinger, Christopher Bancroft, Michael Jordan, John M. Pigott, Goh Yong Siang, Pat Long, David Kellogg, Charles Jarvie, and David Pasahow (collectively, the "Sponsor Reporting Persons"). In addition, although they do not affirm their membership in the group that is composed of, and affirmed by, the Sponsor Reporting Persons, each of Crestview Capital Master, LLC ("Crestview"), Midsummer Investment Ltd. ("Midsummer"), Islandia, L.P. ("Islandia"), Rooster, L.P. ("Rooster"), Big Bend XI Investments, Ltd. ("Big Bend"), HLT FFT, LLC ("HLT"), Crestview Warrant Fund, L.P. ("Crestview Warrant"), and Richard Kiphart (collectively, the "Purchaser Reporting Persons" and, together with the Sponsor Reporting Persons, the "Reporting Persons") are filing this Statement, which shall be deemed to amend and supplement the Schedule 13D filed on September 16, 2004, as amended on November 28, 2004, by Crestview, Midsummer, Islandia and Rooster. Each Purchaser Reporting Person disclaims beneficial ownership of the Common Stock held by each other Purchaser Reporting Person and by the Sponsor Reporting Persons and, similarly, the Sponsor Reporting Persons disclaim beneficial ownership of the Common Stock held by each of the Purchaser Reporting Persons. (a) -- (c), (f) Sponsor is a Texas limited liability company formed to make investments through acquiring, holding or disposing of equity securities or otherwise. The address of the principal business and principal offices of Sponsor is Two Lincoln Centre, 5420 LBJ Freeway, Suite 1450, Dallas, Texas 75240. The managing member of Sponsor is Herakles. Herakles is a Delaware corporation formed to make investments through acquiring, holding or disposing of equity securities or otherwise. The address of the principal business and principal offices of Herakles is 5949 Sherry Lane, Suite 1900, Dallas, Texas 75225. Set forth on Schedule I hereto and incorporated herein by reference is the name, business address, and principal occupation or employment of each executive officer and director of Herakles. Herakles is a wholly-owned subsidiary of Consolidated Investment Services, Inc. ("CISI"), a Nevada corporation, formed as a holding company. The address of the principal business and offices of CISI is One Midland Plaza, Sioux Falls, South Dakota 57193. Set forth on Schedule II hereto and incorporated herein by reference is the name, business address, and principal occupation or employment of each executive officer and director of CISI. CISI is a wholly-owned subsidiary of Sammons Enterprises, Inc. ("Sammons"), a Delaware corporation formed as a holding company. The address of the principal business and offices of Sammons is 5949 Sherry Lane, Suite 1900, Dallas, Texas 75225. Set forth on Schedule III hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each executive officer and director of Sammons. Sammons is controlled by the Charles A. Sammons 1987 Charitable Remainder Trust Number Two (the "Sammons Trust"), a charitable trust formed in the state of Texas. Each of CISI, Sammons and the Sammons Trust disclaim beneficial ownership of the shares of Common Stock beneficially owned by Herakles. Astraea is a Delaware limited partnership formed as a holding company whose principal offices are located at the same address as Sponsor. The general partner of Astraea is Astraea Investment and Management Services Company ("AIMSC"), a Delaware corporation, whose principal offices are the same as Sponsor. AIMSC is wholly-owned by Bruce Leadbetter. Mr. Leadbetter is a United States citizen whose business address is the same as Sponsor. Mr. Leadbetter's principal occupation is Chief Executive Officer of Sponsor and partner of Beta Capital Group, LLC, a Texas limited liability company, formed as a private investment group whose principal office is located at the same address as Sponsor. Set forth on Schedule IV hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each executive officer and director of AIMSC. 22 Paul Pottinger is a United States citizen whose business address is the same as Sponsor. Mr. Pottinger's principal occupation is Vice President of Sponsor. Christopher Bancroft is a United States citizen whose business address is the same as Sponsor. Mr. Bancroft's principal occupation is a private investor and partner of Beta Capital Group, LLC, a Texas limited liability company, formed as a private investment group whose principal office is located at the same address as Sponsor. Michael Jordan is a United States citizen whose business address is the same as Sponsor. Mr. Jordan's principal occupation is Chief Executive Officer of Electronic Data Systems Corp. ("EDS"), a Delaware corporation, whose principal business and offices are located at 5400 Legacy Drive, Plano, Texas 75024. EDS is a provider of business and technology solutions. John M. Pigott is a United States citizen whose business address is the same as Sponsor. Mr. Pigott's principal occupation is a private investor and a partner of Beta Capital Group, LLC, a Texas limited liability company, formed as a private investment group whose principal office is located at the same address as Sponsor. General Goh Yong Siang is a citizen of Singapore whose business address is the same as Sponsor. General Goh's principal occupation is partner of Beta Capital Group, LLC, a Texas limited liability company, formed as a private investment group whose principal office is located at the same address as Sponsor. General Goh serves as a Director of the Company and Vice President of Sponsor. Pat Long is a United States citizen whose business address is the same as Sponsor. Mr. Long's principal occupation is an attorney and partner of Beta Capital Group, LLC, a Texas limited liability company, formed as a private investment group whose principal office is located at the same address as Sponsor. David Kellogg is a United States citizen whose business address is 9441 LBJ Freeway, Suite 605, Dallas, Texas 75243. Mr. Kellogg's principal occupation is Senior Vice President of Creditors Bankruptcy Services, a bankruptcy recovery company, whose principal business and offices address is the same as Mr. Kellogg. Charles Jarvie is a United States citizen whose business address is the same as Sponsor. Mr. Jarvie's principal occupation is a private investor and partner of Beta Capital Group, LLC, a Texas limited liability company, formed as a private investment group whose principal office is located at the same address as Sponsor. David Pasahow is a United States citizen whose business address is the same as Sponsor. Mr. Pasahow's principal occupation is a consultant and private investor. Crestview is a Delaware limited liability company formed to purchase, sell, trade and invest in securities. The address of the principal business and principal offices of Crestview is c/o Crestview Capital Funds, 95 Revere Drive, Suite A, Northbrook, Illinois 60062. Crestview is controlled by Crestview Capital Partners, LLC ("Crestview Capital"), an Illinois limited liability company formed to invest in public companies. The address of the principal business and principal offices of Crestview Capital is the same as Crestview. Set forth on Schedule V hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each managing director and member of CCC. Crestview Warrant is a Delaware limited partnership formed to purchase, sell, trade and invest in securities whose principal business address and offices are the same as Crestview. Steve Halpern, Crestview Warrants managing member has the sole power to vote or dispose of the shares beneficially owned by Crestview Warrant. Mr. Halpern is a United States citizen whose business address is the same as Crestview. Mr. Halpern's principle occupation is investments. Crestview Warrant is not a party to the Stockholders Agreement (defined herein). Crestview Warrant disclaims participation in any group and beneficial ownership of the shares of Common Stock beneficially owned by Crestview. Midsummer is a company organized under the laws of Bermuda formed to purchase, sell, trade and invest in securities. The address of the principal business and principal offices of Midsummer is c/o Midsummer Capital, LLC ("Midsummer Capital"), 485 Madison Avenue, 23rd Floor, New York, New York 10022. The power to vote 23 and dispose of the shares beneficially owned by Midsummer is controlled by Midsummer Capital, a New York limited liability company formed as an investment advisor to Midsummer whose principal business and principal offices are the same as Midsummer. Midsummer Capital is the investment manager to Midsummer. By virtue of this relationship, Midsummer Capital may be deemed to have dispositive power over the shares owned by Midsummer. Midsummer Capital disclaims beneficial ownership of the shares of Common Stock beneficially owned by Midsummer. Michel Amsalem and Scott Kaufman have delegated authority from the members of Midsummer Capital with respect to the shares owned by Midsummer, which may be removed at the sole discretion of the members of Midsummer Capital. Thus, by virtue of this relationship Messrs. Amsalem and Kaufman may be deemed to share dispositive power over the shares of Common Stock beneficially owned by Midsummer. Messrs. Amsalem and Kaufman disclaim beneficial ownership of the shares of Common Stock beneficially owned by Midsummer. Set forth on Schedule VI hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each executive officer of Midsummer Capital. Islandia is a Delaware limited partnership formed to purchase, sell, trade and invest in securities. The address of the principal business and principal offices of Islandia is c/o John Lang, Inc., 485 Madison Avenue, 23rd Floor, New York, New York 10022. The general partner of Islandia is John Lang, Inc., a New York Sub-S corporation formed to manage investments. Set forth on Schedule VII hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each executive officer and director of John Lang, Inc. Rooster is a Delaware limited partnership formed to purchase, sell, trade and invest in securities whose principal business address is the same as Islandia. The general partner of Rooster is Duck Jibe II, Co., a Delaware Sub-S corporation formed to manage investments, which is owned by Anthony Berner, a United States citizen whose business address is the same as Islandia. Mr. Berner's principal occupation is investments. Set forth on Schedule VIII hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each executive officer and director of Duck Jibe II, Co. Rooster is not a party to the Stockholders Agreement (defined herein). Rooster disclaims participation in any group and beneficial ownership of the shares of Common Stock beneficially owned by Islandia. Big Bend is a Texas limited partnership formed for the purpose of making investments. The address of the principal business and principal offices of Big Bend is 3401 Armstrong Avenue, Dallas, Texas 75205. The general partner of Big Bend is 2M Companies, Inc. ("2M"), a Delaware corporation with a principal business address that is the same as Big Bend. 2M is controlled by Morton H. Meyerson who is also the sole limited partner of Big Bend. Mr. Meyerson disclaims beneficial ownership of the shares beneficially owned by Big Bend. Set forth on Schedule IX hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each executive officer and director of 2M. HLT is a California limited liability company, formed to purchase, sell and invest in private and publicly traded companies. The address of the principal business and principal offices of HLT is 6355 Topanga Canyon Blvd. #230, Woodland Hills, California 91367. Toibb Management LLC ("TM"), a California limited liability company, formed to manage HLT, whose principal business address is the same as HLT. TM has voting and dispositive control over the shares beneficially owned by HLT. Harris Toibb is the manager of Toibb Management. Mr. Toibb is a United States citizen whose business address is the same as TM. Mr. Toibb's principal occupation is Real Estate Development and Management and investments into private and publically traded companies. Set forth on Schedule X hereto and incorporated herein by reference is the name, business address, and principal occupation and employment of each executive officer and director of TM. Mr. Kiphart is a United States citizen whose business address is 222 W. Adams St., Chicago, Illinois 60606. Mr. Kiphart's principal occupation is a principal and head of corporate finance of William Blair & Company, LLC. William Blair & Company, LLC, is a Delaware limited liability company formed as an investment firm offering investment banking, asset management, equity research, institutional and private brokerage, and private capital to individual, institutional, and issuing clients whose principal business address and offices is 222 W. Adams, Chicago, Illinois 60606. 24 (d) and (e) During the last five years, no Reporting Person or any other person identified in response to this Item 2 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On February 22, 2004, pursuant to the Exchange Agreement (the "Exchange Agreement"), dated November 8, 2004, by and among the Company, Avalanche Resources, Ltd., Kevin C. Maddox and Sponsor, Sponsor exchanged its Class B membership interests (the "Class B Interests") of TieTek LLC ("TieTek"), a wholly-owned subsidiary of the Company, including an option to acquire up to 499 Class A membership interests of TieTek (the "Class A Option"), which was granted to Sponsor under the Regulations of TieTek for 43,114 shares of Series CC convertible preferred stock (the "Exchange Series CC") and warrants to purchase 9,158 shares of Series CC convertible preferred stock (the "Warrant," and together with the Exchange Series CC, the "Exchange Shares"). The Exchange Series CC are convertible into approximately 39,920,374 shares of Common Stock and the Warrants are convertible upon exercise into approximately 8,479,630 shares of Common Stock. No funds were borrowed by Sponsor to acquire any Exchange Shares. Immediately following the consummation of the Exchange Agreement, Sponsor distributed to its members, Herakles and Astraea, 36,105 and 5,389 shares of Series CC Preferred Stock, respectively and Warrants to purchase 3,434 and 1,145 shares of Series CC convertible preferred stock, respectively (the "Sponsor Distribution"). Contemporaneously with the Sponsor Distribution, Sponsor assigned to Crestview and Big Bend, Warrants to purchase 2,290 and 2,289 shares of Series CC Preferred Stock, respectively. Sponsor also sold 1,620 shares of Series CC Preferred Stock in a private transaction to Messrs Pottinger, Bancroft, Jordan, Pigott, Siang, Long, Kellogg, Jarvie, and Pasahow (the "Sponsor Purchasers") pursuant to the Series CC Convertible Preferred Stock Purchase Agreement, dated as of February 22, 2005, by and among Sponsor and the Sponsor Purchasers, at a purchase price of $0.08 per share as converted, which was paid by the Sponsor Purchasers with personal funds. Additional information concerning the Purchaser Reporting Persons may be found under Item 3. Source and Amount of Funds or other Consideration on Schedule 13D filed on September 16, 2004, as amended on November 28, 2004, by Crestview, Midsummer, Islandia and Rooster and incorporated herein by reference. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired beneficial ownership of the shares of Common Stock to which this Schedule 13D relates for investment purposes. In addition, as described below, the Reporting Persons have entered into certain agreements for the purposes of electing certain persons to the Company's Board of Directors. Pursuant to the Voting Agreement ("Voting Agreement"), dated as of February 22, 2005, by and among Sponsor, Herakles, Astraea and the Sponsor Purchasers, Herakles, Astraea and the Sponsor Purchasers granted Sponsor an irrevocable proxy to vote their respective shares of the Company's voting stock on all matters, but retained sole dispositive power. Each Sponsor Reporting Person's obligation under the Voting Agreement terminates upon the earlier of February 22, 2015 or the sale by such party of the shares of the Company's voting stock subject to the Voting Agreement. Pursuant to the Stockholders Agreement ("Stockholders Agreement"), dated February 22, 2005, by and among Sponsor, Big Bend, Crestview, HLT, Midsummer, Islandia, and Kiphart (the "Participating Stockholders"), the Participating Stockholders agreed to vote all of the shares of the Company's voting stock, to which they respectively control the voting power to, in favor of the election of two nominees designated by the Purchasers, two nominees designated by Sponsor, and one nominee designated by Sponsor and Big Bend. This obligation to vote terminates on May 31, 2005. For purposes of this Statement Big Bend, Crestview, HLT, Midsummer, Islandia and Kiphart shall be referred to as the "Purchasers." 25 The Reporting Persons routinely monitor the performance of their investments in the Company. In this connection, the Reporting Persons intend to continuously evaluate the Company's business, financial condition, operating results, capital structure, management, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons have and may in the future seek the views of, hold active discussions with and respond to inquiries from members of the board of directors, officers or representatives of the Company and other persons regarding the Company's affairs and strategic alternatives, and the interests of other stockholders in participating in such alternatives. Depending on such evaluations, the Reporting Persons may, at any time and from time to time, purchase additional shares of Common Stock or may dispose of any and all shares of Common Stock held by them. The Reporting Persons may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, policies, operations, capital structure or business of the Company, including a possible recapitalization or sale of the Company. In connection with plans or proposals that the Reporting Persons may develop, the Reporting Persons may conduct investigations and, if warranted by such review, make and negotiate proposals to and with the Company concerning the matters addressed in the preceding sentence, and may enter into agreements with the Company in connection with those negotiations and proposals, including confidentiality and/or other arrangements. In addition to the existing agreement between Sponsor and the Purchasers to vote in favor of their respective nominees to the Company's board of directors as set forth in the Stockholders Agreement and discussed above, the Reporting Persons may identify and seek to nominate one or more persons for election to the Company's board of directors and solicit consents or proxies to remove one or more members of the Company's board of directors and elect such nominees, which may constitute a majority of the board or greater, to the Company's board of directors. Except as set forth herein, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons reserve the right to formulate plans or make proposals, and take such action with respect to their investment in the Company, including any or all of the items set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D and any other actions, as they may determine. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) As of the date hereof, the Reporting Persons beneficially own an aggregate of 90,390,155 shares of Common Stock, representing approximately 74.5% of the outstanding shares of Common Stock based upon 70,401,939 shares of Common Stock reported by the Company to be outstanding as of February 22, 2005. As of the date hereof, Sponsor beneficially owns 44,160,189 shares of Common Stock pursuant to the Voting Agreement that includes 43,114 shares of Series CC Convertible Preferred Stock convertible into approximately 39,920,374 shares of Common Stock and warrants to purchase 4,579 shares of Series CC Convertible Preferred Stock convertible into approximately 4,239,815. The Series CC Convertible Preferred Stock and warrants to purchase shares of Series CC Convertible Preferred Stock that Sponsor beneficially owns contain a limitation, which may be waived by providing the Company with written notice of Sponsor's intent to waive the provision either prior to its initial issuance or 61 days prior to such conversion or exercise, prohibiting the conversion or exercise thereof, as applicable, to the extent Sponsor (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such conversion or exercise, as applicable. On February 18, 2005, Sponsor provided the Company with written notice stating its intention to waive the limitation with respect to the shares of Series CC Convertible Preferred Stock and warrants to purchase shares of Series CC Convertible Preferred Stock (except for those to be distributed to Crestview and Big Bend) to be issued to Sponsor pursuant to the Exchange Agreement. Thus, Sponsor's aggregate beneficial ownership of 44,160,189 shares of Common Stock represents 38.5% of the outstanding shares of Common Stock. Pursuant to the Voting Agreement Sponsor does not have the power to dispose of the shares of Common Stock it beneficially owns, but exercises sole voting power over such shares with respect to all matters not related to director elections per the Stockholder Agreement in which case it shares voting power with the Purchasers. As of the date hereof, Herakles has direct ownership of 36,105 shares of Series CC Convertible Preferred Stock convertible into approximately 33,430,558 shares of Common Stock, as well as warrants to purchase 3,434 shares of Series CC Convertible Preferred Stock convertible into approximately 3,179,630 shares of Common Stock. 26 Herakles' aggregate ownership of 36,610,188 shares of Common Stock represents 34.2% of the outstanding shares of the Common Stock. Herakles has sole dispositive power over these shares of Common Stock. As the Managing Member of Sponsor, Herakles controls Sponsor's power to vote the shares Sponsor beneficially owns pursuant to the Voting Agreement on all matters not related to director elections per the Stockholder Agreement in which case it shares voting power with the Purchasers. By virtue of this relationship Herakles beneficially owns Sponsor's shares. Therefore, Herakles beneficially owns 44,160,189 shares of Common Stock pursuant to the Voting Agreement that includes 43,114 shares of Series CC Convertible Preferred Stock convertible into approximately 39,920,374 shares of Common Stock and warrants to purchase 4,569 shares of Series CC Convertible Preferred Stock convertible into approximately 4,230,556. Herakles' aggregate beneficial ownership of 44,160,189 shares of Common Stock represents 38.5% of the outstanding shares of Common Stock. By virtue of the relationships describe in Item 2 the Sammons Trust controls Herakles via its subsidiaries CISI and Sammons and thereby each may be deemed to have indirect beneficial ownership over the shares beneficially owned by Herakles; however, CISI, Sammons and the Sammons Trust disclaim beneficial ownership of the shares of Common Stock to which Herakles has beneficial ownership. As of the date hereof, Astraea beneficially owns 5,389 shares of Series CC Convertible Preferred Stock convertible into approximately 4,989,815 shares of Common Stock, as well as warrants to purchase 1,145 shares of Series CC Convertible Preferred Stock convertible into approximately 1,060,185 shares of Common Stock. Astraea's aggregate ownership of approximately 6,050,000 shares of Common Stock represents 7.9% of the outstanding shares of the Common Stock. Astraea has sole dispositive power over these shares of Common Stock. Astraea does not have any voting power over its Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. By virtue of the relationships described in Item 2 of this Statement, AIMSC and Mr. Leadbetter may be deemed to have indirect beneficial ownership of Astraea's shares; however, AIMSC and Mr. Leadbetter disclaim beneficial ownership of the shares of Common Stock beneficially owned by Astraea. As of the date hereof, Paul Pottinger beneficially owns an aggregate of 41 shares of Series CC Convertible Preferred Stock convertible into 37,963 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. Mr. Pottinger has sole dispositive power over these shares of Common Stock. Mr. Pottinger does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, Christopher Bancroft beneficially owns an aggregate of 162 shares of Series CC Convertible Preferred Stock convertible into 150,000 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. Mr. Bancroft has sole dispositive power over these shares of Common Stock. Mr. Bancroft does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, Michael Jordan beneficially owns an aggregate of 162 shares of Series CC Convertible Preferred Stock convertible into 150,000 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. Mr. Jordan has sole dispositive power over these shares of Common Stock. Mr. Jordan does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, John M. Pigott beneficially owns an aggregate of 81 shares of Series CC Convertible Preferred Stock convertible into 75,000 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. Mr. Pigott has sole dispositive power over these shares of Common Stock. Mr. Pigott does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, General Goh Yong Siang beneficially owns an aggregate of 324 shares of Series CC Convertible Preferred Stock convertible into 300,000 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. General Goh has sole dispositive power over these shares of Common Stock. General Goh does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. 27 As of the date hereof, Pat Long beneficially owns an aggregate of 648 shares of Series CC Convertible Preferred Stock convertible into 600,000 shares of Common Stock, representing approximately 1% of the outstanding shares of the Common Stock. Mr. Long has sole dispositive power over these shares of Common Stock. Mr. Long does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, David Kellogg beneficially owns an aggregate of 20 shares of Series CC Convertible Preferred Stock convertible into 18,519 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. Mr. Kellogg has sole dispositive power over these shares of Common Stock. Mr. Kellogg does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, Charles Jarvie beneficially owns an aggregate of 162 shares of Series CC Convertible Preferred Stock convertible into 150,000 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. Mr. Jarvie has sole dispositive power over these shares of Common Stock. Mr. Jarvie does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, David Pasahow beneficially owns an aggregate of 20 shares of Series CC Convertible Preferred Stock convertible into 18,519 shares of Common Stock, representing less than 1% of the outstanding shares of the Common Stock. Mr. Pasahow has sole dispositive power over these shares of Common Stock. Mr. Pasahow does not have any voting power over these shares of Common Stock pursuant to the Voting Agreement, which grants an irrevocable proxy to Sponsor. As of the date hereof, Crestview owns 9,457,385 shares of Common Stock In addition, Crestview owns warrants to purchase 3,325,752 shares of Common Stock, 5,500 shares of Series CC Convertible Preferred Stock and warrants to purchase 2,290 shares of Series CC Convertible Preferred Stock convertible into 2,120,371 shares of Common Stock. The Series CC Convertible Preferred Stock and warrants to purchase shares of Common Stock of the Company that Crestview owns contain a limitation, which may be waived by providing the Company with written notice of Crestview's intent to waive the provision 61 days prior to such conversion or exercise, prohibiting the conversion or exercise thereof, as applicable, to the extent Crestview (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such conversion or exercise, as applicable. Thus, Crestview beneficially owns an aggregate of 9,457,385 shares of Common Stock which represents 13.4% of the outstanding shares of Common Stock. Crestview Capital has sole dispositive power over the shares of Common Stock beneficially owned by Crestview and sole voting power over all matters not related to director elections per the Stockholders Agreement, pursuant to which Crestview shares voting power with the other Purchasers and Sponsor. By virtue of the relationships described in Item 2 of this Statement, Crestview may be deemed to have indirect beneficial ownership of Crestview Warrant's shares; however, Crestview disclaims beneficial ownership of, and has excluded from the aggregate number of shares shown as beneficially owned by it, shares of Common Stock beneficially owned by Crestview Warrant. As of the date hereof, Crestview Warrant beneficially owns warrants to purchase 1,859,884 shares of Common Stock representing approximately 2.6% of the outstanding shares of the Common Stock. Crestview Warrant has sole dispositive power over the Common Stock and sole voting power over all matters. By virtue of the relationships described in Item 2 of this Statement, Crestview Warrant may be deemed to have indirect beneficial ownership of Crestview's shares; however, Crestview Warrant disclaims and beneficial ownership of, and has excluded from the aggregate number of shares shown as beneficially owned by it, shares of Common Stock beneficially owned by Crestview. As of the date hereof, Midsummer owns 6,044,120 shares of Common Stock, warrants to purchase 1,636,160 shares of Common Stock and 4,000 shares of Series CC Preferred Stock convertible into approximately 3,703,707 shares of Common Stock. The Series CC Convertible Preferred Stock and warrants to purchase shares of Common Stock of the Company that Midsummer owns contain a limitation, which may be waived by providing the Company with written notice of Midsummer's intent to waive the provision 61 days prior to such conversion or exercise, prohibiting the conversion or exercise thereof, as applicable, to the extent Midsummer (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving 28 effect to such conversion or exercise, as applicable. Thus, Midsummer beneficially owns an aggregate of 6,044,120 shares of Common Stock which represents 8.6% of the outstanding shares of Common Stock. With respect to the shares of Common Stock beneficially owned by Midsummer, Midsummer Capital has sole dispositive power and sole voting power over all matters not related to director elections per the Stockholders Agreement, pursuant to which it shares voting power with the other Purchasers and Sponsor. By virtue of this relationship Midsummer Capital may be deemed to have indirect beneficial ownership of the shares of Common Stock beneficially owned by Midsummer; however, Midsummer Capital disclaims beneficial ownership of the shares of Common Stock beneficially owned by Midsummer. As of the date hereof, Islandia beneficially owns 2,361,122 shares of Common Stock representing 3.4% of the outstanding shares of the Common Stock. With respect to the shares of Common Stock beneficially owned by Islandia, John Lang, Inc. has sole dispositive power and sole voting power over all matters not related to director elections per the Stockholders Agreement, pursuant to which Islandia shares voting power with the other Purchasers and Sponsor. By virtue of this relationship John Lang, Inc. may be deemed to have indirect beneficial ownership of the shares of Common Stock beneficially owned by Islandia; however, John Lang, Inc. disclaims beneficial ownership of the shares of Common Stock beneficially owned by Islandia. By virtue of the relationships described in Item 2 of this Statement, Islandia may be deemed to have indirect beneficial ownership of shares beneficially owned by Rooster; however, Islandia disclaims beneficial ownership of, and has excluded from the aggregate number of shares shown as beneficially owned by it, shares of Common Stock beneficially owned by Rooster. As of the date hereof, Rooster beneficially owns 107,707 shares of Common Stock, warrants to purchase 613,630 shares of Common Stock and 1,500 shares of Series CC Convertible Preferred Stock convertible into approximately 1,388,889 shares of Common Stock for an aggregate of 2,110,226 shares of Common Stock representing approximately 2.9% of the outstanding shares of the Common Stock. With respect to the shares of Common Stock beneficially owned by Rooster, Duck Jibe II, Co. has sole dispositive power and sole voting power over all matters. By virtue of this relationship Duck Jibe II, Co. may be deemed to have indirect beneficial ownership of the shares of Common Stock beneficially owned by Rooster; however, Duck Jibe II, Co. disclaims beneficial ownership of the shares of Common Stock beneficially owned by Rooster. By virtue of the relationships described in Item 2 of this Statement, Rooster may be deemed to have indirect beneficial ownership of shares beneficially owned by Islandia; however, Rooster disclaims beneficial ownership of, and has excluded from the aggregate number of shares shown as beneficially owned by it, shares of Common Stock beneficially owned by Islandia. As of the date hereof, Big Bend owns 17,892,473 shares of Common Stock and warrants to purchase 2,289 shares of Series CC Convertible Preferred Stock convertible into approximately 2,119,445 shares of Common Stock. The Series CC Convertible Preferred Stock contains a limitation, which may be waived by providing the Company with written notice of Big Bend's intent to waive the provision 61 days prior to such conversion or exercise, prohibiting the conversion or exercise thereof, as applicable, to the extent Big Bend (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such conversion or exercise, as applicable. Thus, Big Bend beneficially owns an aggregate of 17,892,473 shares of Common Stock which represents 25.4% of the outstanding shares of Common Stock. With respect to the shares of Common Stock beneficially owned by Big Bend 2M, as the general partner of Big Bend, has sole dispositive and sole voting power over all matters not related to director elections per the Stockholders Agreement, pursuant to which Big Bend shares voting power with the other Purchasers and Sponsor. By virtue of this relationship 2M may be deemed to have indirect beneficial ownership of the shares of Common Stock beneficially owned by Midsummer; however, 2M disclaims beneficial ownership of the shares of Common Stock beneficially owned by Big Bend. As of the date hereof, HLT beneficially owns 1,212,121 shares of Common Stock and warrants to purchase 1,859,884 shares of Common Stock for an aggregate of 3,072,005 shares of Common Stock representing approximately 4.3% of the outstanding shares of the Common Stock. With respect to the shares of Common Stock beneficially owned by HLT, TM has sole dispositive power and sole voting power over all matters not related to director elections per the Stockholders Agreement, pursuant to which HLT shares voting power with the other Purchasers and Sponsor. 29 As of the date hereof, Richard Kiphart beneficially owns 1,737,937 shares of Common Stock, warrants to purchase 833,333 shares of Common Stock and 250 shares of Series CC Convertible Preferred Stock convertible into 231,481 shares of Common Stock for an aggregate of 2,802,751 shares of Common Stock representing approximately 3.9% of the outstanding shares of the Common Stock. Mr. Kiphart has sole dispositive power over the Common Stock he beneficially owns and sole voting power over all matters not related to director elections per the Stockholders Agreement, pursuant to which Mr. Kiphart shares voting power with the other Purchasers and Sponsor. By virtue of the relationships described herein the Sponsor Reporting Persons and Purchaser Reporting Persons may be deemed to be a group, thereby each Reporting Person may be deemed to share voting and dispositive control over the shares of Common Stock beneficially owned by each other Reporting Person. Each Reporting Purchaser Person disclaims beneficial ownership of the Common Stock held by each other Reporting Purchaser Person and by the Sponsor Reporting Persons and, similarly, the Sponsor Reporting Persons disclaim beneficial ownership of the Common Stock held by each of the Purchaser Reporting Persons. Thus, each Reporting Person has excluded from the aggregate number of shares shown as beneficially owned by it, shares of Common Stock deemed to be beneficially owned by the group solely as a result of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended. (c) The transactions described above under Items 3 and 4 are incorporated herein by reference. No open market purchases on the Nasdaq National Market of Company securities have occurred within the last sixty days by the specified Reporting Persons. (d) and (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On November 4, 2004, the Company, Crestview, Midsummer, Kiphart and Rooster entered into an exchange agreement whereby each Exchanging Holder agreed, concurrently with the closing of the Exchange Agreement, to exchange each share of Series AA Preferred Stock held by him for one share of Series CC Convertible Preferred Stock and to exchange each share of Series BB Preferred Stock held by him for 1.8 shares of Series CC Convertible Preferred Stock. The aggregate number of shares of Common Stock issuable upon conversion of the shares of Series CC Convertible Preferred Stock issued in this exchange is the same as the number of shares of Common Stock issuable upon conversion of the Series AA Preferred Stock and Series BB Preferred Stock exchanged. The Exchanging Holders held 6,750 of the 7,000 shares of Series AA Preferred Stock outstanding and all 2,500 of the shares of Series BB Preferred Stock outstanding. Set forth in the chart below is a breakdown of the holdings of Preferred Stock held by the Exchanging Holders before and after the closing of the Sponsor Transaction on February 22, 2005:

Name Shares held prior to the Closing Shares held after the Closing Series AA Series BB Series AA Series BB Series CC Rooster, L.P. 1,500 0 0 0 1,500 Midsummer Investments, Ltd. 4,000 0 0 0 4,000 Crestview Capital Master LLC 1,000 2,500 0 0 5,500 Richard P Kiphart 250 0 0 0 250 Total 6,750 2,500 0 0 11,250

In connection with the foregoing exchange, each of the Exchanging Holders also entered into an agreement with the Company whereby they released the Company from all claims arising out of the Company's prior failure to pay (a) dividends on the Series AA Preferred Stock and the Series BB Preferred Stock and (b) liquidated damages relating to the late registration under a registration rights agreement relating to such shares. In exchange for this release, the Company issued 724,620 shares of Common Stock to the Exchanging Holders. These shares were allocated 30 107,707, 287,218, 258,424 and 71,271 to Rooster, Midsummer, Crestview and Kiphart, respectively. For purposes of this Statement Crestview, Midsummer, Kiphart and Rooster shall be referred to as the "Exchanging Holders." On November 8, 2004, the Company entered into a Common Stock Purchase Agreement (the "Common Stock Purchase Agreement") with Avalanche, Kevin C. Maddox, Big Bend, Crestview, Midsummer, HLT, Richard Kiphart, Islandia and Crestview Warrant in which Avalanche and Maddox sold 34,338,246 shares of Common Stock and warrants to purchase 3,719,768 shares of Common Stock owned by them to Big Bend, Crestview, Midsummer, HLT, Richard Kiphart, Islandia and Crestview Warrant for $10,800,000 in cash. The source of the funds used by the Big Bend, Crestview, Midsummer, HLT, Richard Kiphart, Islandia and Crestview Warrant was private funds. The Common Stock Purchase Agreement closed on November 12, 2004 and resulted in a change of control of the Company. Pursuant to the Stockholders Agreement, the Participating Stockholders agreed to vote all of the shares of the Company's voting stock, to which they respectively control the voting power to, in favor of the election of two nominees designated by the Purchasers, two nominees designated by Sponsor, and one nominee designated by Sponsor and Big Bend. This obligation to vote terminates on May 31, 2005. In addition, pursuant to the Stockholders Agreement the Participating Stockholders agreed to share any recovery that they may receive from Maddox or Avalanche from any breach of such parties' representations and warranties under the Exchange Agreement, Common Stock Purchase Agreement or the transactions contemplated therein. On February 22, 2005, the Company entered into a Registration Rights Agreement, dated as of February 22, 2005 ("Registration Agreement"), by and among the Company, Big Bend, Crestview, HLT, Midsummer, Islandia, Rooster, Kiphart, Sponsor, Herakles, Astraea and the Sponsor Purchasers (collectively, the "Participating Stockholders"). Under the Registration Agreement, the Company is obligated, at its own expense, to register for sale with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act") the Common Stock of the Company held or acquired by any of the Participating Stockholders. The Participating Stockholders have the right to make four "long-form" demands for registration, unlimited "short-form" demands for registration and unlimited "piggyback" registration rights. Other than as described herein, there are no contracts, arrangements or understandings among the Reporting Persons, or between any Reporting Person and any other person, with respect to the securities of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Power of Attorney. 2. Joint Filing Agreement, dated February 24, 2005. 3. Voting Agreement, dated as of February 22, 2005, by and among Sponsor Investments, LLC, Herakles Investments, Inc., Astraea Investment Management, L.P., Paul Pottinger, Christopher Bancroft, Michael Jordan, John M. Pigott, Goh Yong Siang, Pat Long, David Kellogg, Charles Jarvie, and David Pasahow. 4. Series CC Convertible Preferred Stock Purchase Agreement, dated as of February 22, 2005, by and among Sponsor Investments, LLC, and the purchasers named therein. 5. Stockholders Agreement, dated as of February 22, 2005, by and among, Big Bend XI Investments, Ltd., Crestview Capital Master, LLC, HLT FFT, LLC, Midsummer Investment Ltd., Islandia, L.P., Richard Kiphart, and Sponsor Investments, LLC., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by North American Technologies Group, Inc., with the SEC on February 28, 2005. 6. Registration Rights Agreement, dated as of February 22, 2005, by and among, North American Technologies Group, Inc., and the stockholders listed therein, incorporated by reference to Exhibit 10.2 to the Current Report of Form 8-K filed by North American Technologies Group, Inc., with the SEC on February 28, 2005. 31 7. Exchange Agreement, dated as of November 8, 2004, by and among North American Technologies Group, Inc., Avalanche Resources, Ltd., Kevin C. Maddox and Sponsor Investments, LLC, incorporated by reference to Exhibit 10.17 to Form 10-QSB filed by North American Technologies Group, Inc., with the SEC for the quarter ended September 30, 2004. 8. Common Stock Purchase Agreement, dated as November 8, 2004, by and among North American Technologies Group, Inc., Avalanche Resources, Ltd., Kevin C. Maddox and purchasers named therein, incorporated by reference to Exhibit 10.17 to Form 10-QSB filed by North American Technologies Group, Inc., with the SEC for the quarter ended September 30, 2004. 9. Schedule 13D filed with the SEC on September 16, 2004, as amended on November 28, 2004, by Crestview Capital Master, LLC, Midsummer Investment Ltd., Islandia, L.P., and Rooster, L.P., and hereby incorporated by reference. 32 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 3, 2005 SPONSOR INVESTMENTS, LLC By: /s/ Robert W. Korba ---------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC HERAKLES INVESTMENTS, INC. By: /s/ Robert W. Korba ---------------------------------------------------- Name: Robert W. Korba Title: President ASTRAEA INVESTMENT MANAGEMENT, L.P. By: /s/ Robert W. Korba ---------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for Astraea Investment Management, L.P. PAUL POTTINGER By: /s/ Robert W. Korba ---------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for Paul Pottinger CHRISTOPHER BANCROFT By: /s/ Robert W. Korba ---------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for Christopher Bankcroft MICHAEL JORDAN By: /s/ Robert W. Korba ------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for Michael Jordan JOHN M. PIGOTT By: /s/ Robert W. Korba ------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for John M. Pigott GOH YONG SIANG By: /s/ Robert W. Korba ------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for Goh Yong Siang PAT LONG By: /s/ Robert W. Korba ------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for Pat Long DAVID KELLOGG By: /s/ Robert W. Korba ------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for David Kellogg CHARLES JARVIE By: /s/ Robert W. Korba ------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for Charles Jarvie DAVID PASAHOW By: /s/ Robert W. Korba -------------------------------------------------------- Name: Robert W. Korba Title: President of Herakles Investments, Inc., Manager of Sponsor Investments, LLC Attorney-in-Fact for David Pasahow CRESTVIEW CAPITAL MASTER, LLC By: /s/ Robert Hoyt -------------------------------------------------------- Name: Robert Hoyt Title: Managing Director MIDSUMMER INVESTMENT, LTD. By: /s/ Scott D. Kaufman -------------------------------------------------------- Name: Scott D. Kaufman Title: Manager, Director Midsummer Capital LLC as Investment Advisor to Midsummer Investment, Ltd. ISLANDIA, L.P. By: /s/ Edgar Berner -------------------------------------------------------- Name: Edgar Berner Title: Vice President of John Lang, Inc. General Partner of Islandia, L.P BIG BEND XI INVESTMENTS, LTD By: /s/ Steven D. Leeke -------------------------------------------------------- Name: Steven D. Leeke Title: Authorized Representative HLT FFT, LLC By: /s/ Harris Toibb -------------------------------------------------------- Name: Toibb Management LLC, Its Manager Title: Harris Toibb, Manager /s/ Richard P. Kiphart -------------------------------------------------------- Richard Kiphart CRESTVIEW WARRANT FUND, L.P. By: /s/ Steven J. Halpern --------------------------------------------- Name: Steven J. Halpern Title: Managing Member ROOSTER, L.P. By: /s/ Richard O. Berner --------------------------------------------- Name: Richard O. Berner Title: Vice President of Duck Jibe II, Co., General Partner of Rooster, L.P. The Powers of Attorney authorizing certain persons to sign and file this Schedule 13D on behalf of certain Reporting Persons is filed as Exhibit 1 to this Schedule 13D SCHEDULE I Directors and Officers of Herakles

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Robert W. Korba, President and Business Executive 5949 Sherry Ln. #1900 Director Dallas, TX 75225 Robert W. Black, COO and Director Business Executive 5949 Sherry Ln. #1900 Dallas, TX 75225 Joseph A. Ethridge, Sr. Chief Financial Officer 5949 Sherry Ln. #1900 VP-Finance and Treasurer Dallas, TX 75225 Robert S. Kendall, Vice President Business Executive 5949 Sherry Ln. #1900 Dallas, TX 75225 Heather Kreager, Vice President, Attorney 5949 Sherry Ln. #1900 General Counsel and Secretary Dallas, TX 75225

SCHEDULE II Directors and Officers of Consolidated Investment Services, Inc.

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Robert W. Black, Director Business Executive 5949 Sherry Ln. #1900 Dallas, TX 75225 Michael M. Masterson, President Insurance Executive 525 West Van Buren and Director Chicago, IL 60607 Stephen P. Horvat, Jr., Vice Attorney 525 West Van Buren President and Director Chicago, IL 60607 Thomas M. Meyer, Vice President Financial Officer One Midland Plaza Sioux Falls, SD 57193 Heather Kreager, Vice President, Attorney 5949 Sherry Ln. #1900 General Counsel and Secretary Dallas, TX 75225 John J. Craig, Treasurer Insurance Executive 525 West Van Buren Chicago, IL 60607

SCHEDULE III Directors and Officers of Sammons Enterprises, Inc.

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Elaine D. Sammons, Director and Business Executive 5949 Sherry Ln. #1900 COB Dallas, TX 75225 Robert W. Korba, President and Business Executive 5949 Sherry Ln. #1900 Director Dallas, TX 75225 Robert W. Black, COO and Director Business Executive 5949 Sherry Ln. #1900 Dallas, TX 75225 Joseph A. Ethridge, Sr. Chief Financial Officer 5949 Sherry Ln. #1900 VP-Finance and Treasurer Dallas, TX 75225 Robert S. Kendall, Vice President Business Executive 5949 Sherry Ln. #1900 Dallas, TX 75225

Attorney 5949 Sherry Ln. #1900 Heather Kreager, Vice President, Dallas, TX 75225 General Counsel and Secretary Pamela Doeppe, Vice President Tax Executive 5949 Sherry Ln. #1900 Dallas, TX 75225 Joe Zimmerman, Vice President Business Executive 5949 Sherry Ln. #1900 Dallas, TX 75225 Mary Anne Cree, Director Business Executive 3811 Turtle Creek Blvd. Dallas, TX 75219 Vester T. Hughes, Director Attorney 1717 Main Street Dallas, TX 75201 David E. Sams, Jr. Insurance Consultant 5949 Sherry Ln. #1900 Dallas, TX 75225 SCHEDULE IV Directors and Officers of Astraea Investment and Management Services Company

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Bruce Leadbetter, President and Chief Executive Officer of 5949 Sherry Lane, Suite 1900, Sole Director Sponsor Investments, LLC and Dallas, Texas 75225 a Partner of Beta Capital Group, LLC Barbara Fahey, Secretary Business Executive 5949 Sherry Lane, Suite 1900, Dallas, Texas 75225

SCHEDULE V Directors and Officers of Crestview Capital Partners, LLC.

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Robert Hoyt, Managing Director Investments 95 Revere Drive, Suite A, Northbrook, Illinois 60062 Stewart Flink, Managing Partner Investments 95 Revere Drive, Suite A, Northbrook, Illinois 60062 Daniel Warsh, Managing Partner Investments 95 Revere Drive, Suite A, Northbrook, Illinois 60062 Steven Halpern, Managing Partner Investments 95 Revere Drive, Suite A, Northbrook, Illinois 60062

SCHEDULE VI Directors and Officers of Midsummer Capital, LLC.

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Michel A. Amsalem Business Executive 485 Madison Avenue, 23rd Floor, New York, New York 10022 Scott D. Kaufman Business Executive 485 Madison Avenue, 23rd Floor, New York, New York 10022

SCHEDULE VII Directors and Officers of John Lang, Inc.

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Richard Berner, President Investments 485 Madison Ave., 23rd Floor, New York, New York 10022 Anthony Berner, Secretary Investments 485 Madison Ave., 23rd Floor, New York, New York 10022 Edgar Berner, Vice President Investments 485 Madison Ave., 23rd Floor, New York, New York 10022 Thomas Berner, Vice President Investments 485 Madison Ave., 23rd Floor, New York, New York 10022

SCHEDULE VIII Directors and Officers of Duck Jibe II, Co.

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Anthony Berner, President Investments 485 Madison Ave., 23rd Floor, New York, New York 10022 Richard Berner, Vice President Investments 485 Madison Ave., 23rd Floor, New York, New York 10022 Edgar Berner, Vice President Investments 485 Madison Ave., 23rd Floor, New York, New York 10022 Thomas Berner, Treasurer Investments 485 Madison Ave., 23rd Floor, New York, New York 10022

SCHEDULE IX Directors and Officers of 2M Companies, Inc.

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Morton H. Meyerson, Business Executive 3401 Armstrong Ave., President Dallas, Texas 75205 Richard W. Slaven, Business Executive 3401 Armstrong Ave., Vice President Dallas, Texas 75205 Terry Pendleton, Business Executive 3401 Armstrong Ave., Vice President Dallas, Texas 75205 David A. Jacobs, Business Executive 3401 Armstrong Ave., Vice President Dallas, Texas 75205 Katherine Belew, Business Executive 3401 Armstrong Ave., Vice President Dallas, Texas 75205 Steven D. Leeke, Business Executive 3401 Armstrong Ave., Vice President Dallas, Texas 75205 Janice Nethery, Business Executive 3401 Armstrong Ave., Secretary Dallas, Texas 75205

SCHEDULE X Directors and Officers of Toibb Management LLC

Name and Position Principal Occupation Principal Business Address ----------------- -------------------- -------------------------- Harris Toibb, Real Estate Development and 6355 Topanga Cyn. Blvd. #230 President Management and investments Woodland Hills, CA 91367 into private and publicly traded companies Howard Smuckler, Real Estate Development and 6355 Topanga Cyn. Blvd. #230 CFO & Secretary Management and investments Woodland Hills, CA 91367 into private and publicly traded companies

EXHIBIT INDEX 1. Power of Attorney. 2. Joint Filing Agreement, dated February 24, 2005. 3. Voting Agreement, dated as of February 22, 2005, by and among Sponsor Investments, LLC, Herakles Investments, Inc., Astraea Investment Management, L.P., Paul Pottinger, Christopher Bancroft, Michael Jordan, John M. Pigott, Goh Yong Siang, Pat Long, David Kellogg, Charles Jarvie, and David Pasahow. 4. Series CC Convertible Preferred Stock Purchase Agreement, dated as of February 22, 2005, by and among Sponsor Investments, LLC, and the purchasers named therein. 5. Stockholders Agreement, dated as of February 22, 2005, by and among, Big Bend XI Investments, Ltd., Crestview Capital Master, LLC, HLT FFT, LLC, Midsummer Investment Ltd., Islandia, L.P., Richard Kiphart, and Sponsor Investments, LLC., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by North American Technologies Group, Inc., with the SEC on February 28, 2005. 6. Registration Rights Agreement, dated as of February 22, 2005, by and among, North American Technologies Group, Inc., and the stockholders listed therein, incorporated by reference to Exhibit 10.2 to the Current Report of Form 8-K filed by North American Technologies Group, Inc., with the SEC on February 28, 2005. 7. Exchange Agreement, dated as of November 8, 2004, by and among North American Technologies Group, Inc., Avalanche Resources, Ltd., Kevin C. Maddox and Sponsor Investments, LLC, incorporated by reference to Exhibit 10.17 to Form 10-QSB filed by North American Technologies Group, Inc., with the SEC for the quarter ended September 30, 2004. 8. Common Stock Purchase Agreement, dated as November 8, 2004, by and among North American Technologies Group, Inc., Avalanche Resources, Ltd., Kevin C. Maddox and purchasers named therein, incorporated by reference to Exhibit 10.17 to Form 10-QSB filed by North American Technologies Group, Inc., with the SEC for the quarter ended September 30, 2004. 9. Schedule 13D filed with the SEC on September 16, 2004, as amended on November 28, 2004, by Crestview Capital Master, LLC, Midsummer Investment Ltd., Islandia, L.P., and Rooster, L.P., and hereby incorporated by reference. EX-99.1 2 c92784exv99w1.txt POWER OF ATTORNEY EXHIBIT 1 POWER OF ATTORNEY The undersigned hereby appoints any officer of Sponsor Investments, LLC, his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Form 3, Form 4, Form 5, and any amendments thereto or any related documentation which may be required to be filed in his individual capacity as a result of the undersigned's direct or indirect beneficial ownership of, or participation in a group with respect to, shares of common stock of North American Technologies Group, Inc., and granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof. The authority of any officer of Sponsor Investments, LLC under this Power of Attorney shall continue with respect to the undersigned until the undersigned is no longer required to file Schedule 13Ds, Form 3s, Form 4s, and Form 5s unless revoked earlier in writing. The undersigned shall not be deemed to admit membership in a group by reason of executing this Power of Attorney. This Power of Attorney may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. Date: February 24, 2005 SPONSOR INVESTMENTS, LLC By: Herakles Investments, Inc., Manager By: /s/ Robert W. Korba ------------------------------------------------------- Name: /s/ Robert W. Korba Title: President HERAKLES INVESTMENTS, INC. By: /s/ Robert W. Korba ------------------------------------------------------- Name: Robert W. Korba Title: President ASTRAEA INVESTMENT MANAGEMENT, L.P. By: Astraea Investment and Management Services Company, a Delaware corporation, General Partner By: /s/ Bruce Leadbetter ------------------------------------------------------- Name: Bruce Leadbetter Title: President /s/ Paul Pottinger ------------------------------------------------------- Paul Pottinger /s/ Christopher Bancroft ---------------------------------------------------------------- Christopher Bancroft /s/ Michael Jordan ---------------------------------------------------------------- Michael Jordan /s/ John M. Pigott ---------------------------------------------------------------- John M. Pigott /s/ Goh Yong Siang ---------------------------------------------------------------- Goh Yong Siang /s/ Pat Long ---------------------------------------------------------------- Pat Long /s/ David Kellogg ---------------------------------------------------------------- David Kellogg /s/ Charles Jarvie ---------------------------------------------------------------- Charles Jarvie /s/ David Pasahow ---------------------------------------------------------------- David Pasahow CRESTVIEW CAPITAL MASTER, LLC By: /s/ Robert Hoyt ---------------------------------------------------------------- Name: Robert Hoyt Title: Managing Director MIDSUMMER INVESTMENT, LTD. By: /s/ Scott D. Kaufman --------------------------------------------------------------- Name: Scott D. Kaufman Title: Manager, Director Midsummer Capital LLC as Investment Advisor to Midsummer Investment, Ltd. ISLANDIA, L.P. By: /s/ Edgar Berner ---------------------------------------------------------------- Name: Edgar Berner Title: Vice President of John Lang, Inc. G.P. of Islandia, L.P. BIG BEND XI INVESTMENTS, LTD By: /s/ Steven D. Leeke -------------------------------------------- Name: Steven D. Leeke Title: Authorized Representative HLT FFT, LLC By: /s/ Harris Toibb -------------------------------------------- Name: Toibb Management LLC, Its Manager Title: Harris Toibb, Manager /s/ Richard P. Kiphart -------------------------------------------- Richard Kiphart CRESTVIEW WARRANT FUND, L.P. By: /s/ Steven J. Halpern -------------------------------------------- Name: Steven J. Halpern Title: Managing Member ROOSTER, L.P. By: /s/ Richard O. Berner -------------------------------------------- Name: Richard O. Berner Title: Vice President of Duck Jibe II, Co., General Partner of Rooster, L.P. EX-99.2 3 c92784exv99w2.txt JOINT FILING AGREEMENT EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Common Stock, par value $.001 per share of North American Technologies Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements. The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned shall not be deemed to admit membership in a group by reason of entering into this Joint Filing Agreement. This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement. In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 24th day of February, 2005. SPONSOR INVESTMENTS, LLC By: Herakles Investments, Inc., Manager By: /s/ Robert W. Korba ------------------------------------------------ Name: /s/ Robert W. Korba Title: President HERAKLES INVESTMENTS, INC. By: /s/ Robert W. Korba ------------------------------------------------ Name: Robert W. Korba Title: President ASTRAEA INVESTMENT MANAGEMENT, L.P. By: ASTRAEA INVESTMENT AND MANAGEMENT SERVICES COMPANY, a Delaware corporation, General Partner By: /s/ Bruce Leadbetter ------------------------------------------------ Name: Bruce Leadbetter Title: President /s/ Paul Pottinger -------------------------------------------------------- Paul Pottinger /s/ Christopher Bancroft -------------------------------------------------------- Christopher Bancroft /s/ Michael Jordan -------------------------------------------------------- Michael Jordan /s/ John M. Pigott -------------------------------------------------------- John M. Pigott /s/ Goh Yong Siang -------------------------------------------------------- Goh Yong Siang /s/ Pat Long -------------------------------------------------------- Pat Long /s/ David Kellogg -------------------------------------------------------- David Kellogg /s/ Charles Jarvie -------------------------------------------------------- Charles Jarvie /s/ David Pasahow -------------------------------------------------------- David Pasahow CRESTVIEW CAPITAL MASTER, LLC By: /s/ Robert Hoyt -------------------------------------------------------- Name: Robert Hoyt Title: Managing Director MIDSUMMER INVESTMENT, LTD. By: /s/ Scott D. Kaufman -------------------------------------------------------- Name: Scott D. Kaufman Title: Manager, Director Midsummer Capital LLC as Investment Advisor to Midsummer Investment, Ltd. ISLANDIA, L.P. By: /s/ Edgar Berner -------------------------------------------- Name: Edgar Berner Title: Vice President of John Lang, Inc. General Partner of Islandia, L.P. BIG BEND XI INVESTMENTS, LTD By: /s/ Steven D. Leeke -------------------------------------------- Name: Steven D. Leeke Title: Authorized Representative HLT FFT, LLC By: /s/ Harris Toibb -------------------------------------------- Name: Toibb Management LLC, Its Manager Title: Harris Toibb, Manager /s/ Richard P. Kiphart -------------------------------------------- Richard Kiphart CRESTVIEW WARRANT FUND, L.P. By: /s/ Steven J. Halpern -------------------------------------------- Name: Steven J. Halpern Title: Managing Member ROOSTER, L.P. By: /s/ Richard O. Berner -------------------------------------------- Name: Richard O. Berner Title: Vice President of Duck Jibe II, Co., General Partner of Rooster, L.P. EX-99.3 4 c92784exv99w3.txt VOTING AGREEMENT EXHIBIT 3 NORTH AMERICAN TECHNOLOGIES GROUP, INC. VOTING AGREEMENT This VOTING AGREEMENT, dated as of February 22, 2005 (the "AGREEMENT"), by and among Sponsor Investments, LLC ("SPONSOR"), Herakles Investments, Inc. ("HERAKLES"), Astraea Investment Management, L.P. ("ASTRAEA") and the persons listed on Exhibit A hereto (the "INVESTORS," and together with Herakles and Astraea, the "HOLDERS"). RECITALS WHEREAS, pursuant to that certain Exchange Agreement, dated as of November 8, 2004, by and among North American Technologies Group, Inc. ("NATK"), Avalanche Resources, Ltd., Kevin Maddox and Sponsor (the "EXCHANGE AGREEMENT"), Sponsor shall own 43,114 shares of North American Technologies Group, Inc. Series CC Convertible Preferred Stock (the "SERIES CC PREFERRED") and warrants to purchase an additional 9,158 Series CC Preferred Shares (the "WARRANTS," and together with the Series CC Preferred issued to Sponsor pursuant to the Exchange Agreement, the "EXCHANGE SHARES," and upon conversion the common shares of NATK, issuable upon conversion thereof, the "CONVERSION SECURITIES") upon the consummation of the Exchange Agreement; WHEREAS, on February 22, 2005, Sponsor distributed 3,434 Warrants to Herakles and 1,145 Warrants to Astraea (the "WARRANT DISTRIBUTION") and assigned 2,290 Warrants to Crestview Capital Master, LLP and 2,289 Warrants to Big Bend XI Investments Ltd.; WHEREAS, on February 22, 2005, Sponsor distributed 36,105 Series CC Preferred to Herakles and 5,389 Series CC Preferred to Astraea (the "SERIES CC DISTRIBUTION"); WHEREAS, pursuant to that certain Series CC Convertible Preferred Stock Purchase Agreement, dated as of February 22, 2005 (the "SERIES CC PURCHASE AGREEMENT"), on February 18, 2005, Sponsor sold to the Investors an aggregate of 1,620 Series CC Preferred; and WHEREAS, in connection with the Warrant Distribution, Series CC Distribution and Series CC Purchase Agreement Sponsor and the Holders wish to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties mutually agree as follows: AGREEMENT 1. Agreement to Vote Exchange Shares. At every meeting of the stockholders of NATK called, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of NATK, each Holder, severally and not jointly, agrees that it shall vote or execute a written consent, with respect to, as appropriate all the Exchange Shares or Conversion Securities, as the case may be, as to which it has power to vote in any such vote or consent in accordance with the written directions given by Sponsor. 2. IRREVOCABLE PROXY. EACH HOLDER HEREBY, SEVERALLY AND NOT JOINTLY, GRANTS TO, AND APPOINTS SPONSOR AND ANY OFFICERS OF SPONSOR, AND ANY INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF SPONSOR, AND ANY OTHER DESIGNEE OF SPONSOR, EACH OF THEM INDIVIDUALLY, SUCH HOLDER'S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO SUCH HOLDER'S EXCHANGE SHARES OR CONVERSION SECURITIES AS THE CASE MAY BE IN ACCORDANCE WITH SECTION 1 HEREOF. THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE TERMINATION DATE, AND EACH HOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY REASONABLY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY IT WITH RESPECT TO THE EXCHANGE SHARES OR CONVERSION SECURITIES. 3. Representations and Warranties of the Holders. Each Holder, with respect to itself and its Exchange Shares or Conversion Securities, as the case may be, represents and warrants, severally and not jointly, to Sponsor as follows: a. Ownership of Exchange Shares. Each Holder is the record and/or beneficial owner of the number of Exchange Shares set forth on Exhibit B. Except as set forth herein, Holder has sole voting power and sole power to issue instructions with respect to the voting of the Exchange Shares, sole power of disposition, sole power of exercise and the sole power to demand appraisal rights. b. Power; Binding Agreement. Each Holder has the legal capacity, power and authority to enter into and perform all of such Holder's obligations under this Agreement. The execution, delivery and performance of this Agreement by each Holder will not violate any other agreement relating to the Exchange Shares to which the Holder is a party, including, without limitation, any voting agreement, shareholder's agreement, partnership agreement or voting trust. This Agreement has been duly and validly executed and delivered by such Holder and constitutes a valid and binding agreement of such Holder, enforceable against such Holder in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. c. No Conflicts. No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by such Holder and the consummation by such Holder of the transactions contemplated hereby and neither the execution and delivery of this Agreement by such Holder nor the consummation by such Holder of the transactions contemplated hereby nor compliance by such Holder with any of the provisions hereof shall conflict with or result in any breach of any applicable partnership or other organizational documents applicable to such Holder, result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third-party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Holder is a party or by which such Holder's properties or assets may be bound or violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Holder or any of such Holder's properties or assets, except for any such conflicts, breaches, defaults or violations as would not materially impair such Holder's performance of its obligations hereunder. d. No Liens. The Exchange Shares and as converted the Conversion Securities are now and, at all times during the term hereof, will be held by such Holder, or by a nominee or custodian for the benefit of such Holder, free and clear of all liens, security interests, proxies, voting trusts or agreements, understandings or arrangements or any other encumbrances whatsoever. e. Stockholders Agreement. Each Holder, severally and not jointly, agrees that it shall be bound by the terms of the Stockholders Agreement, dated as of February __, 2005, by and among Big Bend XI Investments, Ltd., Crestview Capital Master, LLC, HLT FFT, LLC, Midsummer Investment Ltd., Islandia, L.P., Richard Kiphart and Sponsor, attached hereto as Exhibit C. 4. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS). 5. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AGREES THAT ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST HIM, HER OR IT ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT OR ENFORCED IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF DALLAS, TEXAS, AND EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY PROCEEDING BROUGHT IN THE CITY OF DALLAS, TEXAS, AND FURTHER IRREVOCABLY WAIVES ANY CLAIMS THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 6. WAIVER OF JURY TRIAL. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION 6 CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. 7. Specific Performance. The parties hereto agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. 8. Reproduction of Documents. This Agreement and all documents relating hereto, including, but not limited to, (a) consents, waivers, amendments and modifications which may hereafter be executed and (b) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. 9. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. 10. Entire Agreement. This Agreement, together with all Exhibits hereto and thereto and all other agreements entered into pursuant hereto, constitute the complete and final agreement of the parties concerning the matters referred to herein, and supersede all prior agreements and understandings. 11. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument 12. Termination. This Agreement shall terminate upon the earlier of (i) February 22, 2015 or (ii) with respect to the rights and obligations of any individual Holder, on the first day that such Holder no longer owns any of the Exchange Shares or Convertible Securities. If the rights and obligations of any individual Holder are terminated, all other Holders will continue to be bound by this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. SPONSOR SPONSOR INVESTMENTS LLC By: Herakles Investments, Inc., Manager By: /s/ Robert W. Korba --------------------------------------- Name: Robert W. Korba Title: President HOLDERS HERAKLES INVESTMENTS, INC. ASTRAEA INVESTMENT MANAGEMENT, L.P. By: Astraea Investment and Management Services Company, a Delaware corporation, By: /s/ Robert W. Korba General Partner --------------------------- Name: Robert W. Korba --------------------------- Title: President By: /s/ Bruce Leadbetter --------------------------- --------------------------- Name: Bruce Leadbetter --------------------------- Title: President --------------------------- By: /s/ Paul Pottinger By: /s/ Christopher Bancroft --------------------------- ---------------------------- Name: Paul Pottinger Name: Christopher Bancroft By: /s/ Michael Jordan By: /s/ John M. Pigott --------------------------- ---------------------------- Name: Michael Jordan Name: John M. Pigott By: /s/ Goh Yong Siang By: /s/ Pat Long --------------------------- ---------------------------- Name: Goh Yong Siang Name: Pat Long By: /s/ Davie Kellogg By: /s/ Charles Jarvie --------------------------- ---------------------------- Name: David Kellogg Name: Charles Jarvie By: /s/ David Pasahow --------------------------- Name: David Pasahow Voting Agreement Signature Page EXHIBIT A INVESTORS 1. Paul Pottinger 2. Christopher Bancroft 3. Michael Jordan 4. John M. Pigott 5. Goh Yong Siang 6. Pat Long 7. David Kellogg 8. Charles Jarvie 9. David Pasahow Exhibit A EXHIBIT B OWNERSHIP OF EXCHANGE SHARES

HOLDER PREFERRED STOCK WARRANTS ------ --------------- -------- 1. Herakles Investments, Inc. 36,105 3,434 2. Astraea Investment Management, 5,389 1,145 L.P. 3. Paul Pottinger 41 - 4. Christopher Bancroft 162 - 5. Michael Jordan 162 - 6. John M. Pigott 81 - 7. Goh Yong Siang 324 - 8. Pat Long 648 - 9. David Kellogg 20 - 10. Charles Jarvie 162 - 11. David Pasahow 20 -

Exhibit B EXHIBIT C STOCKHOLDERS AGREEMENT [SEE EXHIBIT 5] Exhibit C EX-99.4 5 c92784exv99w4.txt SERIES CC CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT EXHIBIT 4 NORTH AMERICAN TECHNOLOGIES GROUP, INC. SERIES CC CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This SERIES CC CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this "AGREEMENT"), dated as of February 22, 2005, by and among Sponsor Investments, LLC, a Delaware limited liability company ("SPONSOR"), and each of the purchasers listed on the Schedule A attached hereto (each, a "PURCHASER" and, collectively, the "PURCHASERS"). Each of Sponsor and the Purchasers is sometimes referred to herein, collectively, as the "PARTIES" and, individually, as a "PARTY". W I T N E S S E T H WHEREAS, pursuant to that certain Exchange Agreement, dated as of November 8, 2004, by and among North American Technologies Group, Inc. ("NATK"), Avalanche Resources, Ltd., Kevin Maddox and Sponsor (the "EXCHANGE AGREEMENT"), Sponsor shall own 43,114 shares of North American Technologies Group, Inc. Series CC Convertible Preferred Stock (the "SERIES CC PREFERRED") and warrants to purchase an additional 9,158 Series CC Preferred upon the consummation of the Exchange Agreement; WHEREAS, subject to the terms and conditions set forth in this Agreement, Sponsor desires to sell to the Purchasers, and the Purchasers desire to purchase from Sponsor, 1,620 Series CC Preferred, at the price per share shown and in the amounts set forth on Schedule A; and NOW, THEREFORE, in consideration of the recitals and the mutual promises, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: SALE OF THE SERIES CC PREFERRED Section 1.1 Sale and Purchase of the Series CC Preferred. Subject to the satisfaction of the terms and conditions of this Agreement set forth herein and in reliance upon the representations and warranties of the Purchasers set forth or referred to herein, Sponsor agrees to sell to each Purchaser, and each Purchaser agrees to purchase from Sponsor, the number of Series CC Preferred set forth opposite the name of such Purchaser on Schedule A attached hereto on the Closing Date (as defined below). Section 1.2 Purchase Price; Payment. The purchase price for the Series CC Preferred, purchased on the Closing Date (as defined below), shall be the amount set forth opposite the name of the Purchaser on Schedule A attached hereto (the "PURCHASE PRICE"). Each Purchaser shall pay to Sponsor on the Closing Date the Purchase Price either by wire transfer of immediately available funds in accordance with written instructions from the Company as set forth on Exhibit B attached hereto. Section 1.3 Closing Date. The closing of the purchase and sale of at least 1,620 shares of Series CC Preferred to be purchased by the Purchasers hereunder (the "CLOSING") shall occur on February 22, 2005. The date of the Closing is hereinafter referred to as the "CLOSING DATE." Section 1.4 Tax Treatment. If the value of the Series CC Preferred acquired by a Purchaser pursuant to this Agreement (the "STOCK VALUE") exceeds the Purchase Price paid by such Purchaser as set forth on Schedule A, then (i) such excess shall be treated for income tax purposes as received by Sponsor as partial consideration for the Series CC Preferred and then paid by Sponsor to the Purchaser as consideration for independent consulting services provided to Sponsor by Purchaser, and (ii) Sponsor and such Purchaser agree to file all appropriate income tax returns and forms consistent with such tax treatment and not take any action inconsistent with such tax treatment unless otherwise required pursuant to a "determination" as defined in Section 1313(a) of the Internal Revenue Code of 1986, as amended. The Stock Value shall be computed by multiplying the number of shares set forth opposite the name of the Purchaser on Schedule A by the per share value of the Series CC Preferred as determined by the 1 independent appraiser engaged by Sponsor for purposes of valuing the shares of Series CC Preferred acquired by Sponsor pursuant to the Exchange Agreement. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser, severally and not jointly, hereby represents and warrants to Sponsor, solely on its own behalf, as follows: Section 2.1 Purchase for Investment. The Purchaser will acquire the Series CC Preferred (and upon conversion the common shares of NATK, issuable upon conversion thereof, the "CONVERSION SECURITIES") for investment and not with a view to distributing all or any part thereof in any transaction which would constitute a "distribution" within the meaning of the Securities Act of 1933 (the "SECURITIES ACT"). The Purchaser acknowledges that neither the Series CC Preferred nor any Conversion Securities have been registered under the Securities Act. Section 2.2 Investor Qualifications. The Purchaser (a) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Series CC Preferred and the Conversion Securities, (b) is able to bear the complete loss of its investment in the Series CC Preferred and the Conversion Securities, and (c) is an Accredited Investor. For the purposes of this Agreement, a Purchaser shall be deemed an "Accredited Investor" if: (i) he or she has an individual net worth, or along with his or her spouse, a joint net worth in excess of $1,000,000; (ii) he or she has had individual income in excess of $200,000 in each of the two most recent calendar years, and reasonably expects individual income in excess of $200,000 in the current calendar year; (iii) he or she has had joint income, along with his or her spouse, in excess of $300,000 in each of the two most recent calendar years and reasonably anticipates reaching the same income level in the current calendar year. Section 2.3 Rule 144. The Purchaser acknowledges and agrees that the Series CC Preferred, and the Conversion Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about NATK, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being through an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934, as amended) and the number of shares being sold during any three-month period not exceeding specified limitations. Section 2.4 Tax Matters. The Purchaser: (a) has reviewed with its own tax advisors the federal, state, local, and foreign tax consequences of this investment and the transactions and tax reporting contemplated by this Agreement; (b) is relying solely on such advisors and not on any statements or representations of Sponsor (other than any representations made in this Agreement) or any of its agents; and (c) understands that the Purchaser (and not Sponsor) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions and tax reporting contemplated by this Agreement, the Series CC Preferred and the Conversion Securities. Section 2.5 Fees and Commissions. The Purchaser has not retained any finder, broker, agent, financial advisor or other intermediary in connection with the transactions contemplated by this Agreement, nor shall the Purchaser or Sponsor be responsible for the payment all fees and expenses incurred in connection with any finder, broker, agent, financial advisor or other intermediary. MISCELLANEOUS Section 3.1 Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any Party will bind and inure to the benefit of the respective successors and assigns of such Party, whether so expressed or not. 2 Section 3.2 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS). Section 3.3 CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY AGREES THAT ANY SUIT, ACTION, PROCEEDING OR CLAIM AGAINST HIM, HER OR IT ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF, MAY BE BROUGHT OR ENFORCED IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF DALLAS, TEXAS, AND EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY PROCEEDING BROUGHT IN THE CITY OF DALLAS, TEXAS, AND FURTHER IRREVOCABLY WAIVES ANY CLAIMS THAT ANY SUCH PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Section 3.4 WAIVER OF JURY TRIAL. EACH PARTY HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION 3.4 CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. Section 3.5 Specific Performance. Each Party hereto agrees that the other Parties may seek an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter, in addition to any other remedy to which it may be entitled, in law or in equity. Each Party's right to seek specific performance shall be in addition to, and not in lieu of, any other rights and remedies that may be available hereunder or otherwise. Section 3.6 Reproduction of Documents. This Agreement and all documents relating hereto, including, but not limited to, (a) consents, waivers, amendments and modifications which may hereafter be executed and (b) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, optical disk, micro-card, miniature photographic or other similar process. The Parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. Section 3.7 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. Section 3.8 Entire Agreement. This Agreement, together with all Schedules hereto and thereto and all other agreements entered into pursuant hereto and thereto and any separate confidentiality agreement between any Purchaser and Sponsor, constitute the complete and final agreement of the parties concerning the matters referred to herein, and supersede all prior agreements and understandings. Section 3.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. 3 Section 3.10 Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any Governmental Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. Section 3.11 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser in making its investment or decision to invest in NATK. Each Purchaser agrees that no Purchaser nor the respective controlling Persons, officers, directors, partners, agents or employees of any Purchaser shall be liable to any other Purchaser for any investment decision heretofore made by any of them in connection with the Series CC Preferred and Conversion Shares. [Signature Page Follows] 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. SPONSOR SPONSOR INVESTMENTS, LLC By: Herakles Investments, Inc., Manager By: /s/ Robert W. Korba ----------------------------------- Name: Robert W. Korba, President PURCHASERS By: /s/ Paul Pottinger ----------------------------------- Name: Paul Pottinger By: /s/ Christopher Bancroft ----------------------------------- Name: Christopher Bancroft By: /s/ Michael Jordan ----------------------------------- Name: Michael Jordan By: /s/ John M. Pigott ----------------------------------- Name: John M. Pigott By: /s/ Goh Yong Siang ----------------------------------- Name: Goh Yong Siang By: /s/ Pat Long ----------------------------------- Name: Pat Long By: /s/ David Kellogg ----------------------------------- Name: David Kellogg By: /s/ Charles Jarvie ----------------------------------- Name: Charles Jarvie By: /s/ David Pasahow ----------------------------------- Name: David Pasahow Signature Page to Purchase Agreement SCHEDULE A SCHEDULE OF PURCHASERS

PRICE PER SHARE OF PREFERRED UNDERLYING PURCHASER ADDRESS STOCK COMMON STOCK TOTAL COST --------- ------- --------- ------------------ ---------- 1. Paul Pottinger Two Lincoln Centre 41 $0.08 $3,3037.04 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 2. Christopher Bancroft Two Lincoln Centre 162 $0.08 $11,999.92 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 3. Michael Jordan Two Lincoln Centre 162 $0.08 $11,999.92 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 4. John M. Pigott Two Lincoln Centre 81 $0.08 $6,000.00 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 5. Goh Yong Siang Two Lincoln Centre 324 $0.08 $23,999.92 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 6. Pat Long Two Lincoln Centre 648 $0.08 $47,999.76 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 7. David Kellogg Two Lincoln Centre 20 $0.08 $1,481.44 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 8. Charles Jarvie Two Lincoln Centre 162 $0.08 $11,999.92 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240 9. David Pasahow Two Lincoln Centre 20 $0.08 $1,481.44 5420 LBJ Freeway, Suite 1450 Dallas, Texas 75240