0001193125-04-201754 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • November 22nd, 2004 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals • Texas

This EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of November 8, 2004, by and among North American Technologies Group, Inc., a Delaware corporation (the “Company”), Avalanche Resources, Ltd., a Delaware limited partnership (“Avalanche”), Kevin Maddox (“Maddox”), and Sponsor Investments, LLC, a Texas limited liability company (“Sponsor”).

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COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • November 22nd, 2004 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals • Texas

AGREEMENT entered into as of the 8th day of November, 2004 (the “Agreement”), by and among Avalanche Resources, Ltd. (the “Seller”), Kevin Maddox (“Maddox”), North American Technologies Group, Inc., a Delaware corporation (the “Company”) and the purchasers signatory hereto (each, a “Purchaser” and collectively referred to as the “Purchasers”).

RELEASE AND INDEMNIFICATION AGREEMENT
Release and Indemnification Agreement • November 22nd, 2004 • North American Technologies Group Inc /Mi/ • Industrial organic chemicals • Texas

THIS RELEASE AND INDEMNIFICATION AGREEMENT (the “Agreement”), entered into this 8th day of November, 2004, is by and among Avalanche Resources, Ltd. (the “Seller”), TieTek Technologies, Inc (“TTT”), Kevin Maddox (“Maddox”), North American Technologies Group, Inc. (the “Company”), Big Bend XI Investments, Ltd. (“Big Bend”), Crestview Capital Master, LLC (“Crestview”), HLTFFT, LLC (“Toibb”), Richard Kiphart (“Kiphart”), Midsummer Investment Ltd. (“Midsummer”), Islandia, L.P. (“Islandia”), Crestview Warrant Fund, L.P. (“Warrant”), Sponsor Investments LLC, a Texas limited liability company with an address at Two Lincoln Center, 5420 LBJ Freeway, Suite 1450, Dallas, TX 75240 (“Sponsor”), Tie Investors LLC, a Texas limited liability company with an address at 5949 Sherry Lane, Suite 1900, Dallas, Texas 75225 (“Tie Investors”), Frank Mathias (“Mathias”), Robert E. Chain (“Chain”), John C. Malone (“Malone”) and Tim R. Reeves (“Reeves”). Defined terms not otherwise defined herein shall have the

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