-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrbZcZxl2JNUTHq1mv5RQhxafKD5J1HNssUMYL6quO4S/pla7Zc18+E22x4o8CSp KUtnUs+V2dDop2ChhsKAtw== 0001104659-09-042559.txt : 20090709 0001104659-09-042559.hdr.sgml : 20090709 20090709104817 ACCESSION NUMBER: 0001104659-09-042559 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090709 DATE AS OF CHANGE: 20090709 GROUP MEMBERS: ASTRAEA INVESTMENT AND MANAGEMENT SERVICES COMPANY GROUP MEMBERS: ASTRAEA INVESTMENT MANAGEMENT, L.P. GROUP MEMBERS: BRUCE LEADBETTER GROUP MEMBERS: CHARLES A. SAMMONS 1987 CHARITABLE REMAINDER TRUST NO. TWO GROUP MEMBERS: CHARLES JARVIE GROUP MEMBERS: CHRISTOPHER BANCROFT GROUP MEMBERS: CONSOLIDATED INVESTMENT SERVICES, INC. GROUP MEMBERS: DAVID KELLOGG GROUP MEMBERS: DAVID PASAHOW GROUP MEMBERS: GOH YONG SIANG GROUP MEMBERS: HERAKLES INVESTMENTS, INC. GROUP MEMBERS: JOHN PIGOTT GROUP MEMBERS: MICHAEL JORDAN GROUP MEMBERS: OTTER, INC. GROUP MEMBERS: PATRICK LONG GROUP MEMBERS: PAUL POTTINGER GROUP MEMBERS: SAMMONS DISTRIBUTION HOLDINGS, INC. GROUP MEMBERS: SAMMONS VPC, INC. GROUP MEMBERS: SPONSOR INVESTMENTS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN TECHNOLOGIES GROUP INC /TX/ CENTRAL INDEX KEY: 0000808013 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 330041789 FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42313 FILM NUMBER: 09936320 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: NORTH AMERICAN TECHNOLOGIES GROUP INC /MI/ DATE OF NAME CHANGE: 19940422 FORMER COMPANY: FORMER CONFORMED NAME: MAIL BOXES COAST TO COAST INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAMMONS ENTERPRISES, INC. CENTRAL INDEX KEY: 0001332231 IRS NUMBER: 756027423 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214 210 5000 MAIL ADDRESS: STREET 1: 5949 SHERRY LANE STREET 2: SUITE 1900 CITY: DALLAS STATE: TX ZIP: 75225 SC 13D/A 1 a09-17807_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D Rule 13d-101

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

North American Technologies Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

657193207

(CUSIP Number)

Yolanda Brown

5949 Sherry Lane

Suite 1900

Dallas, TX 75225

(214) 210-5056

with a copy to:

Richard S. Meller

Latham & Watkins LLP

233 South Wacker Drive, Suite 5800

Chicago, Illinois 60606

(312) 876-7700

Heather Kreager

Herakles Investments, Inc.

5949 Sherry Lane, Suite 1900

Dallas, Texas 75225

(214) 210-5000

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

July 2, 2009

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* 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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sponsor Investments, LLC

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 2,208,009

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,208,009

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 19.1%

	14.	Type of Reporting Person OO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Astraea Investment and Management Services Company

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 143,132

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 445,632

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 445,632

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 3.8%

	14.	Type of Reporting Person CO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Bancroft, Christopher

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 7,500

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Astraea Investment Management, L.P.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 143,132

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 445,632

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 445,632

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 3.8%

	14.	Type of Reporting Person PN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Charles A. Sammons 1987 Charitable Remainder Trust No. Two

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Texas

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 16,473,470

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 16,095, 970

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,473,470

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 72.7%

	14.	Type of Reporting Person OO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Consolidated Investment Services, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 16,473,470

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 16,095,970

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,473,470

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 72.7%

	14.	Type of Reporting Person CO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Herakles Investments, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 14,841,542

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 14,464,042

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,841,542

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 65.5%

	14.	Type of Reporting Person CO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Jarvie, Charles

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 7,500

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Jordan, Michael

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 7,500

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,500

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Kellogg, David

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 926

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 926

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Leadbetter, Bruce

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 67,342

			8.	Shared Voting Power 143,132

			9.	Sole Dispositive Power 67,342

			10.	Shared Dispositive Power 445,632

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 445,632

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 4.3%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Long, Patrick

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,025

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 35,025

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 35,025

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Otter, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Oklahoma

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 5

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 5

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person CO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Pasahow, David

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 926

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 926

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Pigott, John

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 3,750

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,750

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Pottinger, Paul

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 1,898

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,898

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN, OO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sammons Distribution Holdings, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,631,923

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,631,923

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,631,923

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 14.1%

	14.	Type of Reporting Person CO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sammons Enterprises, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 16,473,470

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 16,095,970

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,473,470

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 72.7%

	14.	Type of Reporting Person CO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Sammons VPC, Inc.

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 1,631,923

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 1,631,923

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,631,923

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) 14.1%

	14.	Type of Reporting Person CO

CUSIP No. 657193207

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only) Siang, Goh Yong

	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Singapore

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 15,000

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares o

	13.	Percent of Class Represented by Amount in Row (11) Less than 1%

	14.	Type of Reporting Person IN

INTRODUCTION

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) relates to the shares of 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 429 Memory Lane, Marshall, Texas 75672 (the “Company”). This Amendment No. 5 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Company on July 22, 2005, as amended by Amendment Nos. 1 through 4, respectively, filed by the Reporting Persons on August 9, 2005, January 24, 2006, May 3, 2007, and September 19, 2007, respectively (as so amended, the “Schedule 13D”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D. The Schedule 13D is amended and supplemented by adding the information contained herein. Only those items amended are reported herein.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is amended and supplemented as follows:

Elaine D. Sammons passed away on January 14, 2009. At the time of her death, Ms. Sammons was the co-trustee of the Sammons Trust. On January 14, 2009, David E. Sams, Jr. was designated to replace Ms. Sammons as co-trustee of the Sammons Trust in accordance with the applicable trust instruments. The Sammons Trust is now controlled by David E. Sams, Jr. and Robert W. Korba who serve as co-trustees. David E. Sams, Jr. is a United States citizen whose business address is the same as the Sammons Trust. David E. Sams, Jr.’s principal occupation is a business consultant.

During the last five years, David E. Sams, Jr. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and was not 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.

Item 3 of the Schedule 13D is amended and supplemented as follows:

Herakles acquired shares of Common Stock from the Company as interest payments pursuant to the terms of the Company’s 8% Convertible Debentures due July 31, 2010. The table below sets forth the applicable dates and amount of shares of Common Stock acquired by Herakles:

Date		Number of Shares Acquired
October 1, 2007		11,895
January 1, 2008		64,303
April 1, 2008		63,604
July 1, 2008		63,604
October 1, 2008		64,303
January 1, 2009		102,884
April 1, 2009		234,844
July 1, 2009		131,919

On April 3, 2009, Herakles acquired an additional 2,058,893 shares of Common Stock in a pro-rata distribution from Sponsor.

Opus acquired shares of Common Stock from the Company as interest payments pursuant to the terms of the Construction Loan Agreement (as defined below). The table below sets forth the applicable dates and amount of shares of Common Stock acquired by Opus:

Date		Number of Shares Acquired
October 1, 2007		120,009
January 1, 2008		449,712
April 1, 2008		215,411
July 1, 2008		302,100

On April 3, 2009, all shares held by Opus, including shares of Common Stock acquired as interest payments pursuant to the terms of the Construction Loan Agreement, were distributed on a pro-rata basis to Sammons VPC and Bruce Leadbetter. After completion of this distribution, Opus does not have beneficial ownership of any shares of Common Stock.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is amended and supplemented as follows:

On July 2, 2009, Opus granted a limited waiver (the “Limited Waiver”) to permit TieTek LLC, a wholly owned subsidiary of the Company, to temporarily defer until July 31, 2009 its obligation to pay interest to Opus under the Construction Loan Agreement, dated February 5, 2004, as amended from time to time (as amended, the “Construction Loan Agreement”). See Item 6 of Amendment No. 5 to the Schedule 13D for a description of the Limited Waiver.

The Company recently initiated discussions with Sammons regarding potential funding alternatives for the Company in light of the Company’s existing debt becoming due in the next 12 months and the Company’s working capital and capital expenditure needs. Sammons is considering these potential funding alternatives and has advised the Company that it would respond in due course. Sammons has also advised the Company that Sammons desires to engage in substantive discussions with the Company, the board of directors and/or the stockholders and other persons regarding the Company’s business, financial condition, results of operations and capital structure. Sammons believes that, given the Company’s current business, financial condition and results of operations, the Company may be better positioned to execute the Company’s business plan as a private company. Representatives of Sammons indicated that, although Sammons had not yet developed any specific proposal, Sammons expected to review and evaluate one or more possible transactions in which Sammons would acquire all of the equity interests in the Company not currently beneficially owned by Sammons and cause the Company to cease to be a public company for SEC reporting purposes (a “Possible Transaction”). A Possible Transaction could be structured as a tender offer, merger or recapitalization or, if necessary, a financial restructuring. Representatives of Sammons also indicated that Sammons would be willing to consider and evaluate other alternative transactions that might be proposed by the Company, the board of directors and/or the stockholders and other persons, but that Sammons is not considering selling, or disposing of in any other way, its interests in the Company. Sammons anticipates that the board of directors of the Company would form a special committee of independent directors to evaluate and respond to any proposals submitted by Sammons.

Sammons is continuing to review and evaluate Possible Transactions, and has not made any specific proposal to the Company. Sammons may never make a specific proposal, and there can be no assurance as to whether or, if so, when any specific proposal may be made, or as to the terms or conditions of any such specific proposal. As part of its review and evaluation process, Sammons has sought, and may in the future seek, the views of, hold active discussions with and respond to inquiries from members of the board of directors, special committee, officers or representatives of the Company and other persons regarding Possible Transactions, and explore the interest of stockholders and other persons in participating in Possible Transactions. Sammons may conduct investigations and, if warranted by its review and evaluation, make and negotiate proposals to and with the Company, its board of directors and special committee and/or stockholders and other persons concerning Possible Transactions, and may enter into agreements with the Company and/or stockholders and other persons in connection with those negotiations and proposals, including confidentiality and/or other agreements. Sammons may also determine to acquire additional securities of the Company, through open market purchases, privately negotiated acquisitions or otherwise. Notwithstanding anything contained herein, Sammons specifically reserves the right to change its intention with respect to any or all of such matters.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and (b) of the Schedule 13D are amended and restated in their entirety as follows:

As of the date hereof, the Reporting Persons beneficially own an aggregate of 16,688,969 shares of Common Stock, representing approximately 72.4% of the outstanding shares of Common Stock, based upon 11,547,863 shares of Common Stock reported by the Company to be outstanding as of June 30, 2009 and an additional 11,497,985 shares of Common Stock that the Reporting Persons have the right to acquire within 60 days after the date hereof upon the conversion or exercise of securities convertible into or exercisable for shares of Common Stock.

As of the date hereof, Sponsor beneficially owns 2,208,009 shares of Common Stock. Such amount represents 19.1% 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 voting power over such shares with respect to all matters. By virtue of the relationships described in Item 2, the Sammons Trust may be deemed to indirectly control Sponsor due to the Sammons Trusts’ direct or indirect ownership of Sammons, CISI, and Herakles; however, Herakles, CISI, Sammons, and the Sammons Trust disclaim beneficial ownership of the shares of Common Stock to which Sponsor has beneficial ownership.

As of the date hereof, Herakles directly owns Series CC Convertible Preferred Stock convertible into 1,671,528 shares of Common Stock, warrants to purchase Series CC Convertible Preferred Stock convertible into 158,981 shares of Common Stock, warrants to purchase 6,144,744 shares of Common Stock, and 8% Convertible Debentures due July 31, 2010 that are convertible into 3,145,232 shares of Common Stock. As the managing member of Sponsor, Herakles controls Sponsor’s power to vote the shares of Common Stock that Sponsor beneficially owns. Therefore, Herakles may be deemed to beneficially own 2,208,009 shares of Common Stock beneficially owned by Sponsor. Herakles’ aggregate beneficial ownership of 14,841,542 shares of Common Stock represents 65.5% of the outstanding shares of Common Stock. By virtue of the relationships described in Item 2, the Sammons Trust may be deemed to indirectly control Herakles due to the Sammons Trusts’ direct or indirect ownership of Sammons and CISI 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, CISI may be deemed to beneficially own 16,473,470 shares of Common Stock. CISI is the sole stockholder of Herakles, Otter and Sammons Distribution and may be deemed to share voting and dispositive power with respect to the Common Stock beneficially owned by Herakles, Otter and Sammons Distribution, as well as Sammons Distribution’s wholly owned subsidiary Sammons VPC. As described in this Schedule 13D, Herakles may be deemed to beneficially own 14,841,542 shares of Common Stock; Otter directly owns 5 shares of Common Stock; and Sammons Distribution may be deemed to beneficially own 1,631,923 shares of Common Stock. CISI’s aggregate beneficial ownership of 16,473,470 shares of Common Stock represents 72.7% of the outstanding shares of Common Stock. By virtue of the relationship described in Item 2, Sammons and the Sammons Trust may be deemed to have indirect beneficial ownership over the shares beneficially owned by CISI; however Sammons and the Sammons Trust disclaim beneficial ownership of the shares of Common Stock to which CISI has beneficial ownership.

As of the date hereof, Sammons may be deemed to beneficially own 16,473,470 shares of Common Stock. Sammons is the sole stockholder of CISI and may be deemed to share voting and dispositive power with respect to the Common Stock beneficially owned by CISI. As described in this Schedule 13D, CISI may be deemed to beneficially own 16,473,470 shares of Common Stock. Sammons’ aggregate beneficial ownership of 16,473,470 shares of Common Stock represents 72.7% of the outstanding shares of Common Stock. By virtue of the relationship described in Item 2, the Sammons Trust may be deemed to have indirect beneficial ownership over the shares beneficially owned by Sammons; however the Sammons Trust disclaims beneficial ownership of the shares of Common Stock to which Sammons has beneficial ownership.

As of the date hereof, the Sammons Trust may be deemed to beneficially own 16,473,470 shares of Common Stock. The Sammons Trust is the controlling stockholder of Sammons and may be deemed to share voting and dispositive power with respect to the Common Stock beneficially owned by Sammons. As described in this

Schedule 13D, Sammons beneficially owns 16,473,470 shares of Common Stock. The Sammons Trust’s aggregate beneficial ownership of 16,473,470 shares of Common Stock represents 72.7% of the outstanding shares of Common Stock.

As of the date hereof, Opus does not have beneficial ownership of any shares of Common Stock.

As of the date hereof, Sammons VPC has direct ownership of 1,631,923 shares of Common Stock. Sammons VPC’s beneficial ownership of 1,631,923 shares of Common Stock represents 14.1% of the outstanding shares of Common Stock. By virtue of the relationship described in Item 2, CISI, Sammons Distribution, Sammons and the Sammons Trust may be deemed to have indirect beneficial ownership over the shares beneficially owned by Sammons VPC; however each of CISI, Sammons Distribution, Sammons and the Sammons Trust disclaim beneficial ownership of the shares of Common Stock to which Sammons VPC has beneficial ownership.

As of the date hereof, Sammons Distribution beneficially owns 1,631,923 shares of Common Stock. Sammons Distribution is the sole stockholder of Sammons VPC and may be deemed to share voting and dispositive power with respect to the Common Stock beneficially owned by Sammons VPC. As described in this Schedule 13D, Sammons VPC beneficially owns 1,631,923 shares of Common Stock. Sammons Distribution’s beneficial ownership of 1,631,923 shares of Common Stock represents 14.1% of the outstanding shares of Common Stock. By virtue of the relationship described in Item 2, CISI, Sammons and the Sammons Trust may be deemed to have indirect beneficial ownership over the shares beneficially owned by Sammons Distribution; however each of CISI, Sammons and the Sammons Trust disclaim beneficial ownership of the shares of Common Stock to which Sammons Distribution has beneficial ownership.

As of the date hereof, Astraea directly owns 143,132 shares of Common Stock, as well as Series CC Convertible Preferred Stock convertible into 249,491 shares of Common Stock, and warrants to purchase Series CC Convertible Preferred Stock convertible into 53,009 shares of Common Stock. Astraea’s aggregate ownership of approximately 445,632 shares of Common Stock represents 3.8% of the outstanding shares of the Common Stock. Astraea has shared dispositive power over these shares of Common Stock with AIMSC and Mr. Leadbetter. Astraea does not have any voting power over Common Stock that is subject to the Voting Agreement, which grants an irrevocable proxy to Sponsor. By virtue of the relationships described in Item 2, 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, AIMSC beneficially owns 445,632 shares of Common Stock. AIMSC is the general partner of Astraea and may be deemed to share voting and dispositive power with respect to the Common Stock beneficially owned by Astraea. AIMSC’s aggregate beneficial ownership of 445,632 shares of Common Stock represents 3.8% of the outstanding shares of Common Stock. By virtue of the relationship described in Item 2, Mr. Leadbetter may be deemed to have indirect beneficial ownership over the shares beneficially owned by AIMSC; however, Mr. Leadbetter disclaims beneficial ownership of the shares of Common Stock to which AIMSC has beneficial ownership.

As of the date hereof, Bruce Leadbetter has direct ownership of 67,342 shares of Common Stock. Mr. Leadbetter also beneficially owns 445,632 shares of Common Stock. Mr. Leadbetter is the sole stockholder of AIMSC and may be deemed to share voting and dispositive power with respect to the Common Stock beneficially owned by AIMSC. Mr. Leadbetter’s aggregate ownership of 512,974 shares of Common Stock represents 4.3% of the outstanding shares of the Common Stock.

As of the date hereof, Pat Long directly owns 5,025 shares of Common Stock, as well as Series CC Convertible Preferred Stock convertible into 30,000 shares of Common Stock. Mr. Long’s aggregate beneficial ownership of 35,025 shares of Common Stock represents less than 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 the 30,000 shares of Common Stock that are subject to the Voting Agreement, which grants an irrevocable proxy to Sponsor, but has sole voting power over the 5,025 shares of Common Stock he holds directly.

As of the date hereof, David Kellogg beneficially owns Series CC Convertible Preferred Stock convertible into 926 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, Paul Pottinger beneficially owns Series CC Convertible Preferred Stock convertible into 1,898 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 Series CC Convertible Preferred Stock convertible into 7,500 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 Series CC Convertible Preferred Stock convertible into 7,500 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 Series CC Convertible Preferred Stock convertible into 3,750 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 Series CC Convertible Preferred Stock convertible into 15,000 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.

As of the date hereof, Charles Jarvie beneficially owns Series CC Convertible Preferred Stock convertible into 7,500 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 Series CC Convertible Preferred Stock convertible into 926 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.

Item 5(c) of the Schedule 13D is amended and restated in its entirety as follows:

The transactions described in Item 3 of this Amendment No. 5 are incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is amended and supplemented as follows:

On October 30, 2008, the Company entered into a Second Amendment (the “Amendment”) to the Promissory Note, dated March 7, 2007, by the Company in favor of Herakles. The Amendment extends the maturity date of the Promissory Note to October 31, 2009 or the earlier date, if any, on which the Company receives funding of a financing for a minimum of $2.0 million. This description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 4 to Amendment No. 5 to the Schedule 13D and is incorporated herein by reference.

On April 8, 2009, the Company issued an unsecured promissory note (the “Note”) in the amount of $850,000 to Herakles. The Note bears interest at a rate of 15% per annum compounding quarterly and matures on April 8, 2010 or the earlier date, if any, on which the Company issues new debentures or equity securities to Herakles. This description of the Note does not purport to be complete and is qualified in its entirety by reference to the text of the Note, which is attached as Exhibit 5 to Amendment No. 5 to the Schedule 13D and is incorporated herein by reference.

On July 2, 2009, Opus entered into the Limited Waiver to Construction Loan Agreement with TieTek LLC, the Company and TieTek Technologies, Inc. The Limited Waiver permits TieTek LLC, a wholly owned subsidiary of the Company, to temporarily defer until July 31, 2009 its obligation to pay interest to Opus under the Construction Loan Agreement. If TieTek LLC does not make this interest payment by the close of business on July 31, 2009, an interest payment default would exist under the Construction Loan Agreement. This description of the Limited Waiver does not purport to be complete and is qualified in its entirety by reference to the text of the Limited Waiver, which is attached as Exhibit 7 to Amendment No. 5 to the Schedule 13D and is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and supplemented as follows:

1. Power of Attorney (previously filed as Exhibit 1 to the Schedule 13D filed on July 22, 2005).

2. Joint Filing Agreement (previously filed as Exhibit 2 to the Schedule 13D filed on July 22, 2005).

3. Joinder to Joint Filing Agreement (previously filed as Exhibit 2 to the Schedule 13D/A filed on August 9, 2005).

4. Second Amendment to Promissory Note, dated October 30, 2008.

5. Promissory Note issued to Herakles, dated April 8, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2009).

7. Limited Waiver, dated July 2, 2009, by and among the Company, TieTek LLC, TieTek Technologies, Inc., and Opus 5949 LLC.

SIGNATURES

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: July 9, 2009


	SPONSOR INVESTMENTS, LLC
	By: Herakles Investments, Inc., Managing Member

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO

	HERAKLES INVESTMENTS, INC.

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO

	ASTRAEA INVESTMENT MANAGEMENT, L.P.
	By:	Astraea Investment and Management Services Company, General Partner

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Astraea Investment and Management Services Company

	OTTER, INC.

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Otter, Inc.

	SAMMONS VPC, INC.

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Sammons VPC, Inc.

	SAMMONS DISTRIBUTION HOLDINGS, INC.

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Sammons Distribution Holdings, Inc.

	CONSOLIDATED INVESTMENT SERVICES, INC.

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Consolidated Investment Services, Inc.

	SAMMONS ENTERPRISES, INC.

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO and Chairman

	CHARLES A. SAMMONS 1987 CHARITABLE REMAINDER TRUST NUMBER TWO

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	Co-Trustee

	ASTRAEA INVESTMENT AND MANAGEMENT SERVICES COMPANY

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Astraea Investment and Management Services Company

	BRUCE LEADBETTER

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Bruce Leadbetter

	PAUL POTTINGER

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Paul Pottinger

	CHRISTOPHER BANCROFT

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Christopher Bancroft

	MICHAEL JORDAN

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Michael Jordan

	JOHN M. PIGOTT

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for John M. Pigott

	GOH YONG SIANG

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Goh Yong Siang

	PATRICK LONG

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Pat Long

	DAVID KELLOGG

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for David Kellogg

	CHARLES JARVIE

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for Charles Jarvie

	DAVID PASAHOW

	By:	/s/ Robert W. Korba
	Name:	Robert W. Korba
	Title:	CEO of Herakles Investments, Inc.,
		Attorney-In-Fact for David Pasahow

EXHIBIT INDEX

1. Power of Attorney (previously filed as Exhibit 1 to the Schedule 13D filed on July 22, 2005).

2. Joint Filing Agreement (previously filed as Exhibit 2 to the Schedule 13D filed on July 22, 2005).

3. Joinder to Joint Filing Agreement (previously filed as Exhibit 2 to the Schedule 13D/A filed on August 9, 2005).

4. Second Amendment to Promissory Note, dated October 30, 2008.

5. Promissory Note issued to Herakles, dated April 8, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2009).

7. Limited Waiver, dated July 2, 2009, by and among the Company, TieTek LLC, TieTek Technologies, Inc., and Opus 5949 LLC.

EX-4 2 a09-17807_1ex4.htm EX-4

Exhibit 4

SECOND AMENDMENT TO

PROMISSORY NOTE DATED MARCH 7, 2007

CONSENT AND SUBORDINATION

This Second Amendment (“Amendment”) to the Promissory Note dated March 7, 2007 between North American Technologies Group, Inc (“Maker”) and Herakles Investments, Inc. (“Payee”) in the amount of $1,174,224 (the “Note”) is entered into and effective this 30th day of October, 2008.

The Note is one of a series of promissory notes aggregating $2,000,000 dated March 7, 2007 made by the parties to that certain Securities Purchase Agreement dated as of September 15, 2006 and the Maker.

Maker and Payee are parties to a Security Purchase Agreement dated as of July 24, 2007 (“SPA”) and that Payee is a holder of Maker’s 8% Convertible Debentures due July 2010 issued thereunder (“Debentures”).

Maker and Payee have agreed to extend the Maturity Date of the Note to October 31, 2009 in accordance with the terms and conditions set forth below:

1. The definition of “Maturity Date” shall be deleted in its entirety and replaced with the following:

“Maturity Date. The earlier of October 31, 2009 or the date on which Maker receives funding of a financing for a minimum of $2 million.”

2. Maker and Payee acknowledge and agree that accrued interest on the Note as of October 31, 2008 is $145,309.12 and that such amount shall be paid in full to Maker no later than October 31, 2008 in cash.

3. Interest accruing after October 31, 2008 shall be paid in cash quarterly on January 31, April 30, July 31 and October 31 through the Maturity Date.

4. This agreement shall not be effective unless and until (a) Maker has received a Second Amendment to Promissory Note extending the Maturity Date of each of the series of promissory notes aggregating $2,000,000 dated March 7, 2007 as set forth in Section 1 above from each of the payees thereunder and (b) Maker provides to Payee a certificate of completion certifying thereto.

5. Payee, as a holder of the Debentures, hereby consents to this Amendment and the transactions contemplated herein and waives any provision of the Debentures or the SPA prohibiting this Amendment or the transactions contemplated herein, specifically Section 7 of the Debentures.

6. Payee further agrees that the right of payment of the Notes shall be subordinate to the prior right of payment of the $3,000,000 aggregate principal amount of 8% Convertible Debentures due July 2010.

7. Except as specifically set forth herein, all other terms and conditions of the Note shall remain in full force and effect.

	MAKER:

	NORTH AMERICAN TECHNOLOGIES GROUP, INC.


	By:	/s/ Joe B. Dorman
	Name:	Joe B. Dorman
	Title:	Secretary

	PAYEE:

	HERAKLES INVESTMENTS, INC.

	By:	/s/ Heather Kreager
	Name:	Heather Kreager
	Title:	Senior Vice President

EX-7 3 a09-17807_1ex7.htm EX-7

Exhibit 7

LIMITED WAIVER TO
CONSTRUCTION LOAN AGREEMENT

This LIMITED WAIVER TO CONSTRUCTION LOAN AGREEMENT (this “Limited Waiver”), dated as of July [2], 2009, is entered into by and among the following parties:

(a) TIETEK LLC, a Delaware limited liability company (the “Borrower”);

(b) NORTH AMERICAN TECHNOLOGIES GROUP, INC., a Delaware corporation (the “Company”), and TIETEK TECHNOLOGIES, INC., a Texas corporation (“TTT”) (the Company and TTT shall be collectively referred to as the “Borrower Affiliates” and the Borrower Affiliates and the Borrower shall be collectively referred to as the “Borrower Group”); and

(c) OPUS 5949 LLC, a Texas limited liability company (the “Lender” and, together with the Borrower Group, the “Parties”).

RECITALS

A. The Borrower, the Borrower Affiliates, and the Lender entered into that certain Construction Loan Agreement, dated as of February 5, 2004, as amended by (1) that certain Release, dated February 22, 2005, (2) that certain Limited Waiver and First Amendment to Construction Loan Agreement, dated July 7, 2005, (3) that certain Second Amendment to Construction Loan Agreement, dated December 29, 2005, (4) that certain Third Amendment to Construction Loan Agreement, dated September 18, 2006, and (5) that certain Fourth Amendment to Construction Loan Agreement, dated July 24, 2007 (as so amended and as further amended from time to time, the “Loan Agreement”), pursuant to which the Lender agreed to make available to the Borrower Group certain financial accommodations and modifications to the Loan Documents.

B. The Borrower and the Borrower Affiliates have requested that, subject to the terms, conditions, covenants and limitations contained in this Limited Waiver, the Lender agree that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, would be deferred until July 31, 2009, and that any Default or Event of Default that has occurred or may occur, solely by reason of the failure of Borrower to make such interest payment when otherwise due and payable under the Loan Agreement (the “Specified Interest Payment Default”), shall be waived until 5:00 p.m. (Dallas time) on July 31, 2009;

C. The Lender has agreed to the actions described in Paragraph B preceding, in each instance upon and subject to the terms, conditions, covenants and limitations contained in this Limited Waiver.

ACKNOWLEDGMENTS:

(a) The Borrower and the Borrower Affiliates hereby acknowledge and agree to the accuracy of all Recitals included in this Limited Waiver.

(b) The Borrower and the Borrower Affiliates acknowledge and agree that all amounts advanced to, or for the benefit of, the Borrower, including, but not limited to, the Loan prior to the date hereof are, and shall continue to be, obligations under the Loan Documents (the “Obligations”) and subject to all the terms and conditions in the Loan Agreement and the other Loan Documents.

(c) The Borrower and the Borrower Affiliates acknowledge and agree that (i) as of July 1, 2009, the outstanding principal and accrued but unpaid amount of the Obligations is $14,223,222.22, of which $14,000,000.00 is the amount of outstanding principal of the Note and $223,222.22 is the amount of accrued but unpaid interest thereon; and (ii) the Obligations are enforceable against the Borrower without offset, reduction, or counterclaim.

AGREEMENTS

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, agree to the above Recitals, Acknowledgments and as follows:

1. DEFINITIONS. All capitalized terms used but not otherwise defined in this Limited Waiver shall have the meanings ascribed to them in the Loan Agreement.

2. LIMITED WAIVER. Subject to the terms and conditions set forth in this Limited Waiver and the Borrower’s and the Borrower Affiliates’ acknowledgments and agreements set forth above, and expressly conditioned upon the absence of any Event of Default other than the Specified Interest Payment Default, the Lender hereby (a) agrees that the interest payment otherwise due and payable by Borrower under the Loan Agreement and the other Loan Documents on July 1, 2009, shall be deferred until July 31, 2009 and (b) waives the Specified Interest Payment Default until 5:00 p.m. (Dallas time) on July 31, 2009. The waiver agreed to herein (i) is temporary only and, if the interest payment deferred by this Limited Waiver has not otherwise been made to and received by the Lender at or prior to 5:00 p.m. (Dallas time) on July 31, 2009, the waiver shall terminate and, as a result, the waiver shall no longer be valid and shall not impair, restrict or limit any right or remedy of the Lender with respect to the Specified Interest Payment Default under the Loan Agreement or any of the other Loan Documents, (ii) is strictly limited to the Specified Interest Payment Default, and except as expressly set forth in this Limited Waiver, all the other terms, provisions and conditions of the Loan Agreement and the other Loan Documents shall remain in full force and effect, in each instance as amended hereby, (iii) shall not extend nor be deemed to extend to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, (iv) shall not impair, restrict or limit any right or remedy of the Lender with respect to any other Default or Event of Default that may now exist or hereafter arise under the Loan Agreement or any of the other Loan Documents, and (v) shall not constitute any course of dealing or other basis for altering any obligation of any member of the Borrower Group or any right, privilege or remedy of the Lender under the Loan Agreement or any of the other Loan Documents. No failure on the part of any Lender to provide a notice hereunder or otherwise exercise, and no delay in providing any notice or otherwise exercising, any right, power, remedy or privilege under this Limited Waiver, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, remedy or privilege under this Limited

Waiver preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

3. REFERENCES TO LOAN AGREEMENT, ETC. All references to the “Loan Agreement” or the “Construction Agreement” or other similar terms intended to refer to the Loan Agreement in each of the Loan Documents and in any other documents or agreements by, between or among any of the Borrower Group and their respective affiliates, and or for the benefit of the Lender will from and after the date hereof refer to the Loan Agreement, as amended hereby, and all obligations of the Borrower Group under the Loan Agreement, as amended hereby, shall be secured by and be entitled to the benefits of said Loan Documents and such other documents and agreements. All Loan Documents heretofore executed by all or any of the Borrower Group shall remain in full force and effect to secure the Loan, and such Loan Documents, as amended hereby, are hereby ratified and affirmed.

4. ADDITIONAL AGREEMENTS.

4.1. Access to Information. The Borrower shall provide to the Lender summary weekly production reports and monthly the same or substantially the same information that Borrower and the Borrower Affiliates provide to the members of its Board of Directors and to its management including without limitation, specific performance reports or measurements, financial plans and budgets, and any other information reasonably requested by Lender, and shall be discussed in a weekly conference call with the Lender’s representatives or agents.

4.2. Audits and Field Exams. Until all of the Obligations owing to the Lender have been indefeasibly paid in full, the Lender, and its agents, appraisers, and advisors shall have the right of full access to, and may visit, the Borrower’s and the Borrower Affiliates’ business, upon reasonable notice, to (i) inspect the collateral of the Lender; (ii) visit and conduct field exams of the Borrower’s and the Borrower Affiliates’ business, (iii) take copies and extracts from the Borrower’s and the Borrower Affiliates’ books and records and inspect the Borrower’s and the Borrower Affiliates’ facility, (iv) conduct on-site monitoring thereof, and (v) obtain information requested by the Lender as to such matters relating to the Borrower’s and the Borrower Affiliates’ business operations. The Borrower’s and the Borrower Affiliates’ officers and employees shall fully cooperate with such efforts by the Lender, and its agents and advisors.

4.3. Consent to Relief. In the event of any breach of the Loan Documents or any of the Borrower’s and the Borrower Affiliates’ agreements or acknowledgements under this Limited Waiver, then, to the extent that the Lender establishes before a court of appropriate jurisdiction that any of the foregoing has occurred, the Borrower and the Borrower Affiliates consent to injunctive relief, including, but not limited to, the appointment of a receiver for the benefit of the Lender, in order to enforce the terms of this Limited Waiver and the Loan Documents and to effect the remedies sought herein and under applicable law.

4.4. Cooperation of Borrower Affiliates. To the extent that compliance with any of the agreements or acknowledgements under this Limited Waiver requires action or cooperation by the Borrower Affiliates, each of the Borrower Affiliates agree to provide such cooperation and take such action, including; but not limited to, providing to the Lender complete access to

the Borrower’s and the Borrower’s Affiliates’ books, records, and facilities to confirm or supplement any information provided to Lender.

4.5. Meeting with Management. The Borrower and the Borrower Affiliates agree to cause their respective management and boards of directors to, upon Lender’s request, attend informational meetings with the Lender to discuss and review the Borrower’s and the Borrower Affiliates’ business affairs and plans. In the event that Lender has questions or concerns regarding the status of the Borrower or any of the Borrower Affiliates, in addition to the meetings described above, the Lender may request a telephonic meeting with such management or boards of directors, or other representatives of the Borrower or any of the Borrower Affiliates, which meeting shall occur within 48 hours of such request.

4.6. Event of Default. If at any time the Borrower or any member of the Borrower Group contests the validity of the Loan Agreement, this Limited Waiver, the Note or any other Loan Document, such event shall constitute an Event of Default under the Loan Agreement and the Note.

5. RATIFICATIONS, REPRESENTATIONS AND WARRANTIES.

5.1. The terms and provisions set forth in this Limited Waiver shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Limited Waiver, the terms and provisions of the Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms.

5.2. The Borrower and the Borrower Affiliates hereby represent and warrant to the Leader as follows:

(a) the execution, delivery and performance of this Limited Waiver and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite action on the part of the Borrower and the Borrower Affiliates and will not violate (i) the Limited Liability Company Agreement of the Borrower; (ii) the articles of incorporation or bylaws of either of the Borrower Affiliates; or (iii) the operating agreement of any managing member of the Borrower.

(b) the representations and warranties contained in this Limited Waiver, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date, except to the extent that breaches thereof are temporarily waived for the period of time specified by this Limited Waiver;

(c) no Default or Event of Default under the Loan Agreement or the Loan Documents have occurred or are continuing, other than the Specified Interest Payment Default, unless such Default or Event of Default has been specifically waived in writing by the Lender;

(d) the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of the Borrower or either of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, the Borrower or either of the Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to the Borrower or the Borrower Affiliates;

(e) this Limited Waiver was reviewed by the Borrower and the Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates (i) understand fully the terms of this Limited Waiver and the consequences of the issuance hereof, (ii) have been afforded an opportunity to have this Limited Waiver reviewed by, and to discuss this Limited Waiver with, such attorneys and other persons as the Borrower or the Borrower Affiliates may wish, and (iii) have entered into this Limited Waiver of their own free will and accord and without threat or duress;

(f) this Limited Waiver and all information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Limited Waiver has not been made or induced by any fraud, duress or undue influence exercised by the Lender, or any other person; and

6. MISCELLANEOUS.

6.1. Misrepresentation. The Borrower shall indemnify and hold the Lender harmless from and against any losses, damages, costs and expenses (including attorneys’ fees) incurred by the Lender as a direct or indirect result of (i) breach of any representation or warranty contained in this Limited Waiver, or (ii) any breach or default under any of the covenants or agreements contained in this Limited Waiver.

6.2. Covenants and Agreements. The Borrower and the Borrower Affiliates hereby agree and acknowledge that the Borrower is truly indebted to the Lender for the Obligations (without offset, counterclaim, or reduction) pursuant to the terms of the Loan Agreement and the Loan Documents and hereby agree to observe, comply with and perform all of the obligations, terms, and conditions under or in connection with the Loan Agreement and the Loan Documents.

6.3. Ratification of Liens and Security Interests. The Borrower and the Borrower Affiliates hereby acknowledge and agree that the liens and security interests granted pursuant to or otherwise in connection with the Loan Agreement and the Loan Documents are valid and subsisting Liens and security interests and are superior to all liens and security interests other than those exceptions approved by the Lender in writing and as otherwise permitted under the Loan Agreement or the Loan Documents.

6.4. No Waiver. The Borrower and the Borrower Affiliates agree that nothing contained in this Limited Waiver shall affect or impair the validity or priority of the liens and security interests under the Loan Agreement or the Loan Documents. The Lender further reserves all of its rights and remedies under the Loan Agreement and the Loan Documents, except as expressly modified herein.

6.5. Survival of Representations and Warranties. Except as provided otherwise in this Limited Waiver, all representations and warranties made in the Loan Agreement or any of the Loan Documents including, without limitation, any document furnished in connection with this Limited Waiver, shall survive the execution and delivery of this Limited Waiver, and no investigation by the Lender or any subsequent event shall affect the representations and warranties or the right of the Lender to rely upon them.

6.6. Severability. Any provision of this Limited Waiver held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Limited Waiver, and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

6.7. Headings. The headings of the sections and subsections of this Limited Waiver are inserted for convenience only and do not constitute a part of this Limited Waiver.

6.8. Counterparts. This Limited Waiver may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Limited Waiver by facsimile shall have the same force and effect as the delivery of an original executed counterpart of this Limited Waiver. Any party delivering an executed counterpart of this Limited Waiver by facsimile shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Limited Waiver.

6.9. No Commitment. The Borrower and the Borrower Affiliates agree the Lender has made no commitment or other agreement regarding the Loan Agreement or the Loan Documents, except as expressly set forth in this Limited Waiver. The Borrower and the Borrower Affiliates warrant and represent that neither the Borrower nor the Borrower Affiliates will rely on any commitment or other agreement on the part of the Lender unless such commitment or agreement is in writing and signed by the Lender.

6.10. Survival. All representations, warranties, covenants and agreements of the Parties made in this Limited Waiver shall survive the execution and delivery hereof, until such time as all of the obligations of the Parties hereto shall have lapsed in accordance with their respective terms or shall have been discharged in full.

6.11. Time of Essence. The Parties to this Limited Waiver have agreed specifically with regard to die times for performance set forth in this Limited Waiver. Further, the Parties to this Limited Waiver acknowledge that the agreements with regard to the times for performance are material to this Limited Waiver. Therefore, the Parties agree and acknowledge that time is of the essence to this Limited Waiver.

6.12. Law Governing. THIS LIMITED WAIVER SHALL BE DEEMED TO HAVE BEEN SUBSTANTIALLY NEGOTIATED AND MADE IN THE STATE OF TEXAS AND SHALL BE INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE INTERNAL LAWS OF THE STATE OF TEXAS

APPLICABLE TO AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED THEREIN, WITHOUT GIVING EFFECT TO THE CHOICE-OF-LAW RULES THEREOF OR ANY OTHER PRINCIPLE THAT COULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY OTHER JURISDICTION.

6.13. Consent to Jurisdiction. EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY TEXAS OR FEDERAL COURT SITTING IN DALLAS, TEXAS, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS LIMITED WAIVER, THE LOAN DOCUMENTS, THE NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THE PARTIES HEREBY AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY TEXAS OF FEDERAL COURT SITTING IN DALLAS, TEXAS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND SERVICE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS LIMITED WAIVER, THE LOAN DOCUMENTS OR THE NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY TEXAS OR FEDERAL COURT SITTING IN DALLAS, TEXAS AND FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

6.14 Waiver; Modification. NO PROVISION OF THIS LIMITED WAIVER MAY BE WAIVED, CHANGED OR MODIFIED, OR THE DISCHARGE THEREOF ACKNOWLEDGED, ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY AGAINST WHOM THE ENFORCEMENT OF ANY WAIVER, CHANGE, MODIFICATION OR DISCHARGE IS SOUGHT. NO DELAY ON THE PART OF THE LENDER IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY WAIVER OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OPERATE AS A WAIVER OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF, OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER. ALL RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH THE PARTIES HERETO MAY OTHERWISE HAVE AT LAW OR IN EQUITY.

6.15. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER AND THE BORROWER AFFILIATES HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM

(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LIMITED WAIVER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE LENDER IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF.

6.16. Final Agreement. THIS LIMITED WAIVER AND THE LOAN DOCUMENTS REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS LIMITED WAIVER IS EXECUTED. NEITHER THIS LIMITED WAIVER NOR THE LOAN DOCUMENTS MAY BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

6.17. Release. EACH OF THE BORROWER AND THE BORROWER AFFILIATES HEREBY ACKNOWLEDGES THAT AS OF THE DATE HEREOF IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF THE LIABILITY OF THE BORROWER TO REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM THE LENDER OR ITS RESPECTIVE AFFILIATES, PARTNERS, PARTICIPANTS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND PREDECESSORS, AND EACH OF THE BORROWER AND THE BORROWER AFFILIATES HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES THE LENDER AND ITS AFFILIATES, PARTICIPANTS, PREDECESSORS, PARTNERS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS LIMITED WAIVER IS EXECUTED, IN EACH CASE WHICH EITHER THE BORROWER OR ANY OF THE BORROWER AFFILIATES MAY NOW OR HEREAFTER HAVE AGAINST THE LENDER, AND ITS RESPECTIVE AFFILIATES, PARTNERS, PARTICIPANTS, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, SUCCESSORS, ASSIGNS, AND PREDECESSORS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM THE OBLIGATIONS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR THE LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS LIMITED WAIVER. THE BORROWER AND THE BORROWER AFFILIATES HEREBY COVENANT AND AGREE NEVER TO INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF ANY CLAIM, ACTION OR CAUSE OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST

THE LENDER, AND ITS RESPECTIVE AFFILIATES, PARTICIPANTS, AGENTS, ATTORNEYS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, AND PREDECESSORS ARISING OUT OF OR RELATED TO THE LENDER’S ACTIONS, OMISSIONS, STATEMENT, REQUESTS OR DEMANDS ORIGINATING ON OR PRIOR TO THE DATE HEREOF IN ADMINISTERING, ENFORCING, MONITORING, COLLECTION OR ATTEMPTING TO COLLECT THE INDEBTEDNESS OF THE BORROWER TO THE LENDER, WHICH INDEBTEDNESS WAS EVIDENCED BY THE LOAN AGREEMENT AND THE LOAN DOCUMENTS.

6.18. Agreement Binding on the Borrower and the Borrower Affiliates. The Borrower and the Borrower Affiliates agree that this Limited Waiver will be binding on the Borrower and the Borrower Affiliates and their respective successors and assigns; provided, no obligation or right hereunder shall be assignable by the Borrower or any of the Borrower Affiliates (whether voluntarily, involuntarily or by operation of law) without the prior written consent of the Lender.

IN WITNESS WHEREOF, the Borrower, the Borrower Affiliates, and the Lender have caused this Limited Waiver to be executed and delivered as of the date first written.

	BORROWER:

	TIETEK LLC, a Delaware limited liability company


	By:
	Name:
	Title:

	BORROWER AFFILIATES:

	NORTH AMERICAN TECHNOLOGIES GROUP, INC.,
	a Delaware corporation


	By:
	Name:
	Title:


	TIETEK TECHNOLOGIES, INC., a Texas corporation


	By:
	Name:
	Title:


	LENDER:

	OPUS 5949 LLC, a Texas limited liability company


	By:			Sammons VPC, Inc.
	Its:			Managing Member


				By:
				Name:
				Title:

Signature Page

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