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EXHIBIT 2
May 23, 2000
Avalanche Resources, Ltd.
c/o Avalanche Management, Inc.,
its general partner
P.O. Box 75214
Dallas, Texas 75214
Attention: Kevin Maddox, President
Re: Additional Investment in North American Technologies Group,
Inc. Common Stock
Dear Mr. Maddox:
As you know, pursuant to a Securities Purchase Agreement dated May 12,
2000 between North American Technologies Group, Inc. ("NATK") and Avalanche
Resources, Ltd., a Texas limited partnership ("Avalanche"), Avalanche purchased
500,000 shares of NATK Common Stock for an aggregate purchase price of $500,000.
You have advised us that Avalanche desires to make an additional
investment in NATK at this time, pursuant to which Avalanche would purchase
500,000 shares of NATK Common Stock for an aggregate purchase price of $500,000.
In making such an investment and by executing this Letter Agreement
where indicated below, Avalanche agrees that all of the terms and conditions of
the Securities Purchase Agreement shall apply to Avalanche's additional
investment hereunder, and Avalanche specifically acknowledges that:
(i) the terms and conditions of the Securities Purchase
Agreement, and the representations and warranties of
Avalanche set forth therein, shall be incorporated by
reference thereto into this Letter Agreement as
though fully set forth herein; and
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(ii) The representations and warranties set forth in such
agreement shall be deemed to be made as of the date
of this Letter Agreement and shall be true and
correct as of such date.
If the foregoing accurately reflects our agreement, please indicate
your agreement where set forth below and return an executed copy of this Letter
Agreement to the undersigned by facsimile at your earliest convenience.
Sincerely,
NORTH AMERICAN TECHNOLOGIES
GROUP, INC.
By: /s/ Henry W. Sullivan
---------------------------
Henry W. Sullivan
President and Chief Executive
Officer
Acknowledged and Agreed
this 23rd day of May, 2000
AVALANCHE RESOURCES, LTD.
By: Avalanche Management
Corporation, its general partner
By: /s/ Kevin C. Maddox
--------------------------------
Kevin Maddox
President
