<PAGE>

                                LOAN AGREEMENT

          LOAN AGREEMENT, dated as of January 1, 2001 between NORTH AMERICAN
TECHNOLOGIES GROUP, INC., a Delaware corporation, (the "Borrower" or "NATK"),
and DOUGLAS C. WILLIAMSON, with an address c/o Bank of America Capital
Investors, 901 Main Street, 66th Floor, Dallas, Texas 75202-3714 (the "Lender").

                              W I T N E S S E T H:

          WHEREAS, the Borrower has requested that the Lender make the Loan (as
hereinafter defined) and the Lender has agreed to make the Loan on and subject
to the terms and conditions hereof;

          NOW, THEREFORE, each of the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:

                               A G R E E M E N T:

1.  GENERAL DEFINITIONS

          1.1.  Definitions.   When used herein, the following terms shall have
the following meanings:

          Agreement shall mean this Loan Agreement as the same may be amended,
extended, supplemented, modified, restated or replaced from time to time.

          Borrower shall mean North American Technologies Group, Inc., a
Delaware corporation.

          Business Day shall mean a day that is not a Saturday, a Sunday or a
day on which banks are required or permitted to be closed in the State of Texas.
Unless specifically denoted "Business Days" herein, references to "days" shall
mean calendar days.

          Closing Date shall mean the date of initial issuance of a Note.  The
closing shall take place on the Closing Date at the offices of Buchanan
Ingersoll Professional Corporation at such time or at such other place as the
parties agree.

          Common Stock shall mean common stock, par value  $0.001 per share, of
North American Technologies Group, Inc., a Delaware corporation.

          Default Rate shall mean the rate or rates determined from time to time
pursuant to Section 4.2.
<PAGE>

          Equity Securities shall mean any equity securities of Borrower
(including preferred and common stock), any rights, options or warrants to
acquire such securities, and any debt instrument convertible or exercisable into
such securities.

          Event of Default shall mean any of the Events of Default described in
Section 7.1.

          Financials shall mean the audited financial statements of the Borrower
for the fiscal years ended December 31, 1998 and 1999, and the unaudited
financial statements of the Borrower for the quarter ended September 30, 2000.

          GAAP shall mean generally accepted accounting principles as are in
effect from time to time and applied on a consistent basis (except for changes
in application in which the Borrower's independent certified public accountants
concur) both as to classification and amounts.

          Law shall mean any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree or award of any national, federal, state, local or
other government or political subdivision or any agency, authority, bureau,
central bank, commission, department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

          Lender shall mean each holder, from time to time, of a Note or Notes,
including successors and assigns.

          Lien shall mean any mortgage, pledge, security interest, encumbrance,
lien, charge, or claim upon property of any kind, whether or not voluntarily
given (including, without limitation, any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any lease in
the nature thereof, the filing of or agreement to give any financing statement
under the Uniform Commercial Code of any jurisdiction, and the recording of or
agreement to provide any instrument for recording under the recording or other
laws of any state or other jurisdiction).

          Loan shall mean the loan made pursuant to Section 2.1.

          Loan Documents shall mean all agreements, instruments and documents
whether heretofore, now or hereafter executed by or on behalf of the Borrower
with respect to or in connection with this Agreement including, without
limitation, the Notes.

          Maturity Date shall mean January 1, 2002.

          Note shall mean a Note or Notes made by the Borrower to the Lender
pursuant to Section 2.1 in the form of Exhibit "A".

          Original Issue Date shall mean the date on which the first Note was
issued.

          Uniform Commercial Code shall mean the Uniform Commercial Code of the
State of Texas or any other applicable jurisdiction, as amended from time to
time.

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<PAGE>

          1.2.  Construction.  Unless the context of this Agreement otherwise
clearly requires, references to the plural include the singular, the singular
the plural and the part the whole; "or" has the inclusive meaning represented by
the phrase "and/or," and "including" has the meaning represented by the phrase
"including without limitation." References in this Agreement to "determination"
of or by the Lender shall be deemed to include good faith estimates by the
Lender (in the case of quantitative determinations) and good faith beliefs by
the Lender (in the case of qualitative determinations). Whenever the Lender are
granted the right herein to act in their sole discretion or to grant or withhold
consent, such right shall be exercised in good faith. The words "hereof,"
"herein," "hereunder" and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
section and other headings contained in this Agreement and the Table of Contents
preceding this Agreement are for reference purposes only and shall not control
or affect the construction of this Agreement or the interpretation thereof in
any respect. Section, subsection, schedule and exhibit references are to this
Agreement unless otherwise specified.

          1.3.  Accounting Principles.  Except as otherwise provided in this
Agreement, all computations and determinations as to accounting or financial
matters and all financial statements to be delivered pursuant to this Agreement
shall be made and prepared in accordance with GAAP (including principles of
consolidation where appropriate), and all accounting or financial terms shall
have the meanings ascribed to such terms by GAAP.

2. LOAN

          2.1.  The Loan.

          (a) Subject to the terms and conditions hereof, the Lender hereby
agrees to make a loan (the "Loan") to the Borrower in the aggregate principal
amount advanced by the Lender of $150,000.

          2.2.  Repayment of Loan; Evidence of Debt.

          (a) The Borrower hereby unconditionally promises to pay to the Lender
the full outstanding principal amount of the Loan, together with all unpaid
interest thereon and all other outstanding unpaid amounts owing to Lender under
or in connection with the Loan Documents, on the Maturity Date (or on such
earlier date that the Loan becomes due and payable pursuant to Section 7).  The
Borrower hereby agrees to pay interest on the unpaid principal amount of the
Loan and unpaid overdue interest from time to time outstanding, from the
issuance of the Note until payment in full thereof at the rates per annum, on
the dates, and in the form and manner set forth herein.

          (b) The Loan shall be evidenced by the Note or Notes.  The Note or
Notes shall (i) be dated the date of the issuance of the first Note, (ii) be
payable in full on the Maturity Date (or such earlier date that the Loan becomes
due and payable pursuant to Section 7) and (iii) provide for the accrual of
interest for the period from the date thereof until paid in full on the

                                       3
<PAGE>

unpaid principal amount time to time outstanding at the rates per annum, on the
dates, and in the form and manner set forth herein.

          2.3.  Conversion; Prepayments

          (a) Notwithstanding any term to the contrary contained herein, each
Lender may elect at any time while any Note remains unpaid to convert all or any
portion of the principal of and all accrued but unpaid interest on any Note into
shares of Common Stock or other Equity Securities in accordance with Article 4
hereof by providing written notice to the Borrower to such effect at least five
(5) days prior to the date for such payment, which notice shall be irrevocable
once given (unless such exercise is conditioned upon the closing of the sale of
such Equity Securities).

          (b) All or any portion of the principal of any Note may be prepaid by
the Borrower in cash, in whole or in part, at any time on thirty (30) days'
prior written notice, which notice shall be irrevocable once given. Following
the Lender's receipt of such a notice, and without limiting Section 2.3(a)
above, the Lender may, at any time within twenty-five (25) days of its receipt
of such a notice, notify the Borrower that it elects to convert all or any
portion of the principal amount of and accrued and unpaid interest on the Note
as provided in subsection (a) of this Section 2.3, which notice shall be
irrevocable once given (unless such exercise is conditioned upon the closing of
the sale of such Equity Securities).

          2.4.  Interest Rates.

          (a) The Loan shall bear interest at a rate equal to ten percent (10%)
per annum.

          (b) Upon the occurrence of an Event of Default hereunder and until
such Event of Default is cured by Borrower or waived by Lender hereunder, the
outstanding principal amount of the Loan and all accrued but unpaid interest on
such principal and any other amounts payable by the Borrower shall to the
fullest extent permitted by law, bear interest at a rate of twelve percent (12%)
per annum, in each case from the date of such non-payment until such amount is
paid in full (as well as before judgment and during the pendency of any
bankruptcy, insolvency or similar proceeding).

          (c) Interest on the outstanding principal amount of the Note shall
accrue and shall be payable upon the earlier to occur of (i) prepayment of the
Note under Section 2.3(b) hereof, (ii) conversion of the Note under Section 4.1
hereof, except to the extent that any accrued but unpaid interest is converted
into shares of Common Stock, and (iii) the Maturity Date, provided that interest
accruing pursuant to paragraph (b) of this subsection shall be payable from time
to time on demand.

          2.5.  Computation of Interest

          (a) Interest shall be calculated on the basis of a 360 day year for
the actual number of days elapsed.

                                       4
<PAGE>

          (b) Notwithstanding any other provisions of any of the Loan Documents,
the Borrower shall not be required to make any payments of interest or other
amounts hereunder or under any other Loan Document to the extent such payments
would cause the rate of interest charged hereunder to exceed the highest rate
permitted under applicable law.  Any such payments which are received by Lender
may, at Lender's option, be applied against payment of principal of the Loan or
other obligations payable to Lender hereunder or returned to Borrower.

          2.6.  Payments, Etc.  All payments (including prepayments) to be made
by the Borrower hereunder or under any other Loan Document, whether on account
of principal, interest or otherwise, shall be made without set off or
counterclaim and shall be made prior to 12:00 Noon, Houston local time, on the
due date thereof (whether at the stated maturity, on a prepayment date or by
acceleration or otherwise) to the Lender to its address shown herein or such
other account or place as Lender may from time to time designate, in Dollars. If
any payment hereunder becomes due and payable on a day other than a Business
Day, such payment shall be extended to the next succeeding Business Day, and,
interest thereon shall be payable at the then applicable rate during such
extension.

3.  CONDITIONS OF LENDING.

          Notwithstanding any other provision of this Agreement or any other
Loan Document and without affecting in any manner the rights of the Lender under
this Agreement, it is understood and agreed that the Lender shall have no
obligation at any time under Article 2 of this Agreement unless and until the
following conditions have been and continue to be satisfied, all in form and
substance satisfactory to the Lender and its counsel:

          3.1.  The Loan.

               (A) The Lender shall have received, on or prior to a Closing
          Date, the following documents:

                    (i) this Agreement, duly executed and delivered;

                    (ii) the Note in the form of Exhibit "A", duly executed and
               delivered;

                    (iii)  a certificate dated the Closing Date and signed by
               the Secretary or Assistant Secretary of the Borrower, certifying
               as to (a) the Borrower's organizational documents including its
               articles or certificate of incorporation and bylaws and good
               standing of the Borrower in each state in which it is organized
               or qualified to do business, (b) certified copies of the
               resolutions of the Board of Directors of the Borrower authorizing
               the execution and delivery of this Agreement and the other Loan
               Documents by specified officers of the Borrower, and (c) the
               names of the Borrower's officers, the offices that each holds and
               the authenticity of their signatures; and

                                       5
<PAGE>

                    (iv) such other documents and certificates as to the
               transactions contemplated by this Agreement and the other Loan
               Documents as the Lender may reasonably request.

               (B) The representations and warranties of the Borrower contained
          in Article 5 hereof shall be true on and as of each Closing Date; the
          Borrower shall have complied with all covenants and conditions hereof;
          there shall exist on the Closing Date no Event of Default; and the
          Borrower shall have delivered to the Lender a certificate of its Chief
          Executive Officer, President and Chief Financial Officer dated the
          Closing Date, to each such effect.

               (C) All legal details and proceedings taken or to be taken in
          connection with the transactions contemplated hereby and all documents
          incident thereto shall be satisfactory in substance and form to the
          Lender and its counsel, and the Lender and its counsel shall have
          received all such counterpart originals or certified or other copies
          of such documents as the Lender or its counsel may reasonably request.

4.  CONVERSION PRIVILEGE.

          4.1.  Right To Convert:

          (a) Common Stock.  Subject to the provisions for adjustment
hereinafter set forth, the principal of and all accrued but unpaid interest on
any Note shall, at the option of any Lender, at any time, be convertible in the
manner hereinafter set forth into fully paid and nonassessable shares of Common
Stock at a rate (the "Conversion Rate") equal to $1.25 per share (subject to
adjustment as provided in Section 4.1(d)).

          (b) Equity Securities or Common Stock Issued in Transaction with a
Strategic Investor.  In the event the Borrower shall (i) issue any Equity
Securities after the date hereof (other than upon exercise or conversion of any
Equity Securities of the Borrower outstanding on the date hereof) or (ii) enter
into a transaction with a strategic partner in which the Borrower issues Common
Stock at a per share price below the then-current Conversion Rate, then, in
addition to the Lender's right to convert to Common Stock, the Lender shall have
the right (y) in the case of the issuance by the Borrower of Equity Securities,
to convert the principal of and all accrued but unpaid interest on any Note into
shares of such Equity Securities on the basis of one dollar of converted
principal and/or interest on a Note for each dollar of the initial purchase
price for such Equity Securities, and (z) in the case of a transaction with a
strategic partner, to convert the principal of and all accrued and unpaid
interest on any Note to Common Stock at the same price as the stock issued to
the strategic partner.

          (c) Notice of Certain Transactions.  Borrower shall provide notice to
Lender of any issuance of Equity Securities, specifying all of the terms and
conditions of such securities and offering in order to permit Lender to
determine whether Lender will convert its Note and

                                       6
<PAGE>

accrued interest into such Equity Securities, and contemporaneously with any
notice delivered under Section 2.3(b).

          (d) Reservation of Stock Issuable Upon Conversion.  The Borrower shall
at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the Notes, such number of its shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all outstanding Notes.  If at any time
the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding Notes, the Borrower
will take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose.

          (e) Adjustments.  In case the Borrower shall, at any time while a Note
is outstanding (i) pay a stock dividend in shares of Common Stock, (ii) make a
distribution on shares of its capital stock in shares of Common Stock or other
capital stock, (iii) issue rights or warrants to holders of Common Stock
entitling them to subscribe for or purchase any shares of capital stock,
including Common Stock, (iv) distribute to holders of Common Stock any assets or
evidence of indebtedness, (v) declare and/or pay cash dividends on Common Stock,
(vi) reclassify or reorganize the Common Stock or other shares of capital stock,
(vii) merge, consolidate, sell substantially all its assets or participate in a
share exchange, or (viii) convert Borrower into any other type of entity, then
an appropriate adjustment to the terms of conversion shall be made so as to
preserve for Lender all of the economic and other values attributable to
Lender's rights to convert a Note.

5.  REPRESENTATIONS AND WARRANTIES.

          5.1.  General Representations and Warranties.  The Borrower represents
and warrants to the Lender that:

               (A) Organization, Qualification and Capitalization; Subsidiaries.
          The Borrower is a corporation duly organized, validly existing and in
          good standing under the laws of the State of Delaware; the Borrower
          has the lawful power to own or lease its properties and to engage in
          the business it presently conducts and contemplates conducting.  The
          Borrower's authorized capital stock consists of (i) 50,000,000 shares
          of common stock, par value $0.001 per share, of which 13,735,352
          shares would be issued and outstanding on a fully diluted basis
          assuming the exercise of all outstanding warrants or securities
          convertible into Common Stock and options exercisable or to purchase
          Common Stock; and (ii) 10,000,000 shares of Preferred Stock, par value
          $0.001 per share, of which 140,265 shares are issued, outstanding and
          designated as the Borrower's Series F Cumulative Convertible Preferred
          Stock; Series G Cumulative Convertible Preferred Stock, Subseries I;
          Series G Cumulative Convertible Preferred Stock, Subseries II; and
          Series G Convertible Preferred Stock, Subseries III, Series H
          Convertible Preferred Stock and Series I Convertible Preferred Stock.

                                       7
<PAGE>

               (B) Power and Authority.  The Borrower has the corporate power
          and authority to make and carry out this Agreement and the other Loan
          Documents, to execute and deliver this Agreement and the other Loan
          Documents, and to make the borrowings contemplated hereby and to
          perform its obligations under this Agreement and the other Loan
          Documents, all such actions have been duly authorized by all necessary
          corporate proceedings on its part.

               (C) Validity and Binding Effect; Consents.  This Agreement and
          the other Loan Documents have been duly and validly executed and
          delivered by the Borrower.  This Agreement and the other Loan
          Documents constitute legal, valid and binding obligations of the
          Borrower and any other parties thereto, enforceable in accordance with
          their respective terms, except to the extent that enforceability of
          the foregoing may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws affecting the
          enforceability of creditors' rights generally or by laws or judicial
          decisions limiting the right of specific performance.

               (D) Financials.  The Financials have been prepared in accordance
          with GAAP applied on a consistent basis and fairly present the assets,
          liabilities and financial condition and results of operations and cash
          flows of the Borrower at and as of the dates thereof; there are no
          material liabilities, direct or indirect, fixed or contingent, of the
          Borrower which are not reflected in the Financials nor omissions of
          other facts or circumstances which are or may be material.

               (E) Absence of Certain Developments.  Except as disclosed in the
          Borrower's publicly-filed reports with the Securities and Exchange,
          including without limitation its Annual Report on Form 10-KSB for the
          year ended December 31, 1999 and its Quarterly Report on Form 10-QSB
          for the quarter ended September 30, 2000, since the date of the latest
          Financials, (i) there has been no material adverse change in the
          financial condition, results of operations or cash flows of Borrower,
          (ii) the Borrower has not incurred any material liabilities or
          material contingent liabilities, (iii) the Borrower has not declared
          any dividends or purchased any of its capital stock, (iv) the Borrower
          has not entered into any material transactions outside the ordinary
          course of business, (v) the Borrower has not made a loan or sold any
          assets to any officer, director, employee or shareholder of Borrower,
          or any agreement or commitment therefor, (vi) the Borrower has not had
          any material loss, destruction or damage to any property, whether or
          not insured, (vii) the Borrower has not had any acquisition or
          disposition of any assets (or any contract or arrangement therefore),
          or any other transaction otherwise than for fair value in the ordinary
          course of business, and (viii) the Borrower has not committed itself
          to any of (i) through (vii) above.

               (F) The Borrower has reserved from its authorized but unissued
          capital stock a sufficient number of shares of Common Stock issuable
          upon the

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          conversion of the principal of and interest on the Loan (assuming
          interest will accrue at 10% per annum to the Maturity Date).

               (G) When issued  upon the conversion of the principal of and
          interest on any Note, the Common Stock issued will be duly issued,
          fully paid and nonassessable.

6.  COVENANTS AND CONTINUING AGREEMENTS.

          6.1.  Affirmative Covenants.  From the date hereof and thereafter
until the termination of the Loan and until the principal of and all interest on
the Notes has been paid in full, the Borrower covenants and agrees as follows:

               (A) Preservation of Existence, etc.  The Borrower shall maintain
          its corporate existence and its license or qualification and good
          standing in each jurisdiction in which its ownership or lease of
          property or the nature of its business makes such license or
          qualification necessary.

               (B) Keeping of Records and Books of Account.  The Borrower shall
          maintain and keep proper books of record and account which enable the
          Borrower to issue financial statements in accordance with GAAP and as
          otherwise required by applicable law, and in which full, true and
          correct entries shall be made in all material respects of all its
          dealings and business and financial affairs.

7.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT.

          7.1.  Events of Default.  The occurrence or existence of any of the
following events, conditions, acts or omissions and failure by the Borrower to
cure such an event, condition, act or omission within ten days of the Borrower's
receipt of a notice from the Lender with respect thereto or, if such event,
condition, act or omission is not susceptible to cure within such period the
failure of the Borrower to commence within such period and thereafter diligently
pursue a cure of such event, condition, act or omission, shall constitute an
"Event of Default" hereunder unless waived by the Lender:

               (A) The Borrower fails to pay any principal of or interest on the
          Loan when due and payable;

               (B) Any representation, warranty, statement, report, financial
          statement or certificate made or delivered by the Borrower to the
          Lender shall prove to have been false or misleading in any material
          respect as of the time it was made or furnished;

               (C) The Borrower fails to perform, keep or observe any term,
          provision, condition or covenant contained in this Agreement or in any
          other Loan Document, which is required to be performed, kept or
          observed by the Borrower;

                                       9
<PAGE>

               (D) Any of the Loan Documents shall cease to be legal, valid and
          binding agreements enforceable against the party executing the same or
          such party's successors and assigns (as permitted under the Loan
          Documents) in accordance with the respective terms thereof or shall in
          any way be terminated (except in accordance with its terms) or become
          or be declared ineffective or inoperative or shall in any way be
          challenged or contested or cease to give or provide the respective
          interests, rights, remedies, powers or privileges intended to be
          created thereby;

               (E) An application is made by the Borrower for the appointment of
          a receiver, trustee or custodian for any of the Borrower's assets; or
          a petition under any section or chapter of the federal Bankruptcy Code
          or any similar law shall be filed by the Borrower; or the Borrower
          makes an assignment for the benefit of its creditors or any case or
          proceeding is filed by the Borrower for its dissolution, liquidation
          or termination; or

               (F) The Borrower ceases to conduct its business as now conducted;
          or the Borrower is enjoined, restrained or in any way prevented by
          court order from conducting all or any material part of its business
          affairs and such injunction, restraint or other preventive order is
          not dismissed within thirty (30) days after the entry thereof; or a
          petition under any section or chapter of the federal Bankruptcy Code
          or any similar law is filed against the Borrower or any case or
          proceeding is filed against the Borrower for its dissolution or
          liquidation, and such petition, case or proceeding is not dismissed
          within thirty (30) days after the filing thereof.

          7.2.  Acceleration of Liabilities. Upon the occurrence and
continuation of an Event of Default mentioned in any of Sections 7.1(A) through
7.1(F), all of the outstanding principal of and accrued and unpaid interest on
the Loan may, at the option of the Lender and without demand, notice or legal
process of any kind, be declared, and immediately shall become, due and payable.

          7.3.  Remedies.  Upon and after an Event of Default, the Lender shall
have in addition to all of the rights and remedies contained in this Agreement
or in any other Loan Document or other applicable law, all of which rights and
remedies shall be cumulative and non-exclusive, to the extent permitted by law.

8.  MISCELLANEOUS

          8.1.  Modification of Agreement; Sale of Interest.  This Agreement and
the other Loan Documents may not be modified, altered or amended, except by an
agreement in writing signed by the Borrower and the Lender holding a majority in
principal amount of the Notes then outstanding.

                                       10
<PAGE>

          8.2.  No Implied Waivers; Cumulative Remedies; Writing Required.  No
course of dealing and no delay or failure of the Lender in exercising any right,
power, remedy or privilege under this Agreement or any other Loan Document shall
affect any other or future exercise thereof or operate as a waiver thereof; nor
shall any single or partial exercise thereof or any abandonment or
discontinuance of steps to enforce such a right, power, remedy or privilege
preclude any further exercise thereof or any other right, power, remedy or
privilege. The rights and remedies of the Lender under this Agreement and the
other Loan Documents are cumulative and not exclusive of any rights or remedies
which they would otherwise have. Any waiver, permit, consent or approval of any
kind or character on the part of the Lender of any provision of, or any breach
or default under, this Agreement or any other Loan Document must be in writing
and shall be effective only to the extent specifically set forth in such
writing.

          8.3.  Severability.  The provisions of this Agreement are intended to
be severable. If any provision of this Agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as
to such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
thereof in any other jurisdiction or the remaining provisions hereof in any
jurisdiction.

          8.4.  Successors and Assigns.  This Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of the successors and
assigns of the Borrower and the Lender.

          8.5.  Governing Law; Submission to Jurisdiction.  This Agreement has
been delivered at Houston, Texas and shall be deemed to have been made at
Houston, Texas, and shall be interpreted, and the rights and liabilities of the
parties hereto shall for all purposes be governed by and construed and enforced,
in accordance with the internal laws of the State of Texas applicable to
agreements executed, delivered and performed within such state without giving
effect to the principles of conflicts of laws of such state. As part of the
consideration for new value this day received, Borrower hereby consents to the
jurisdiction of any state or federal court located within the County of Harris,
State of Texas, and waives personal service of any and all process upon
Borrower, and consents that all such service of process be made by registered
mail directed to Borrower at the address stated on the first page hereof (or
such other address as may be duly designated by Borrower pursuant to section 8.6
hereof) and service so made shall be deemed to be completed upon actual receipt
thereof.

          8.6.  Notice.  Except as otherwise provided herein, any notice or
other written communication required hereunder shall be in writing, and shall be
deemed to have been validly served, given or delivered (i) upon deposit in the
United States mail, with proper postage prepaid, (ii) by hand delivery, (iii) by
overnight express mail courier, or (iv) by telecopier, and addressed to the
party to be notified at the address set forth below or to such other address as
each party may designate for itself in writing by like notice, provided notices
to the Lender shall not be effective until received.

                                       11
<PAGE>

          To the Lender:

               Douglas C. Williamson
               c/o Bank of America Capital Investors
               901 Main Street, 66th Floor
               Dallas, TX  75202-3714
               Telecopier:  (214) 209-0979

          To the Borrower:

               North American Technologies Group, Inc.
               14315 W. Hardy Road
               Houston, TX  77061
               Attention:  Henry Sullivan, President
               Telecopier:  (281) 847-1791


               with a copy to:  Buchanan Ingersoll Professional Corporation
                                Eleven Penn Center
                                1835 Market Street, 14th Floor
                                Philadelphia, PA  19103
                                Attention:  John F. Reilly, Esquire
                                Telecopier:  (215) 665-8760

          8.7.  Section Titles.  The article and section titles contained in
this Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.

          8.8.  Prior Understanding.  This Agreement supersedes all prior
understandings and agreements, whether written or oral, between the parties
hereto and thereto relating to the transactions provided for herein or therein,
including any prior proposal or commitment letters.

          8.9.  Duration; Survival.  All representations and warranties of the
Borrower contained herein or made in connection herewith shall survive the
making of the Loan and shall not be waived by the execution and delivery of this
Agreement, any investigation by the Lender or payment in full of the Loan.  All
covenants and agreements of the Borrower contained in Articles 7 and 9 herein
shall continue in full force and effect from and after the date hereof so long
as the Borrower may borrow hereunder and until termination of this Agreement and
payment in full of the Loans.  All covenants and agreements of the Borrower
contained herein relating to the payment of principal, interest, additional
compensation or expenses, fees or expenses and indemnification shall survive
payment in full of the Loan and termination of this Agreement.

                                       12
<PAGE>

          8.10.   Exceptions to Covenants.  The representations, warranties and
covenants contained herein shall be independent of each other and no exception
to any representation, warranty or covenant shall be deemed to be an exception
to any other representation, warranty or covenant contained herein unless
expressly provided, nor shall any such exceptions be deemed to permit any action
or omission that would be in contravention of applicable law.

          8.11.  Holiday Payments.  If any payment to be made to the Lender
hereunder shall become due on a date not a Business Day, such payment shall be
made on the next succeeding Business Day and interest shall accrue on any
principal amount of such payment until the date on which such principal amount
is paid to the Lender.

          8.12.  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

                                       13
<PAGE>

     IN WITNESS WHEREOF, and intending to be legally bound hereby, this
Agreement has been duly signed, sealed and delivered by the undersigned as of
the day and year specified at the beginning hereof.


ATTEST:                      BORROWER

                             NORTH AMERICAN TECHNOLOGIES GROUP, INC.


__________________________   By: /s/ Henry W. Sullivan
Title:                           Henry W. Sullivan
                                 President and Chief Executive Officer



                             LENDER

WITNESS:                     DOUGLAS C. WILLIAMSON



___________________________  By: /s/ Douglas C. Williamson
Name:

                                       14
<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>                                                                            <C>

 1.     GENERAL DEFINITIONS..................................................     1
        1.1.    DEFINITIONS..................................................     1
        1.2     CONSTRUCTION.................................................     3
        1.3     ACCOUNTING PRINCIPLES........................................     3

 2.     LOAN.................................................................     3
        2.1     THE LOAN.....................................................     3
        2.2.    REPAYMENT OF LOAN; EVIDENCE OF DEBT..........................     3
        2.3.    CONVERSION; PREPAYMENTS......................................     4
        2.4.    INTEREST RATES...............................................     4
        2.5.    COMPUTATION OF INTEREST......................................     4
        2.6.    PAYMENTS, ETC................................................     5

 3.     CONDITIONS OF LENDING................................................     5
        3.1.    THE LOAN.....................................................     5

 4.     CONVERSION PRIVILEGE.................................................     6
        4.1.    RIGHT TO CONVERT.............................................     6

 5.     REPRESENTATIONS AND WARRANTIES.......................................     7
        5.1.    GENERAL REPRESENTATIONS AND WARRANTIES.......................     7

 6.     COVENANTS AND CONTINUING AGREEMENTS..................................     9
        6.1.    AFFIRMATIVE COVENANTS........................................     9

 7.     EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT....................     9
        7.1.    EVENTS OF DEFAULT............................................     9
        7.2.    ACCELERATION OF LIABILITIES..................................    10
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                            <C>
        7.3.    REMEDIES.....................................................    10

 8.     MISCELLANEOUS........................................................    10
        8.1.    MODIFICATION OF AGREEMENT; SALE OF INTEREST..................    10
        8.2.    NO IMPLIED WAIVERS; CUMULATIVE REMEDIES; WRITING REQUIRED....    11
        8.3.    SEVERABILITY.................................................    11
        8.4.    SUCCESSORS AND ASSIGNS.......................................    11
        8.5.    GOVERNING LAW; SUBMISSION TO JURISDICTION....................    11
        8.6.    NOTICE.......................................................    11
        8.7.    SECTION TITLES...............................................    12
        8.8.    PRIOR UNDERSTANDING..........................................    12
        8.9.    DURATION; SURVIVAL...........................................    12
        8.10.   EXCEPTIONS TO COVENANTS......................................    13
        8.11.   HOLIDAY PAYMENTS.............................................    13
        8.12.   COUNTERPARTS.................................................    13
</TABLE>

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