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MAIL BOXES COAST TO COAST ANNOUNCES AGREEMENT IN PRINCIPLE TO ACQUIRE ASSETS FROM NORTH AMERICAN TECHNOLOGIES

 MAIL BOXES COAST TO COAST ANNOUNCES AGREEMENT IN PRINCIPLE
 TO ACQUIRE ASSETS FROM NORTH AMERICAN TECHNOLOGIES
 LOS ANGELES, May 4 /PRNewswire/ -- Mail Boxes Coast to Coast, Inc. (NASDAQ: MBCC) announced today that it has entered into an agreement in principle for the acquisition of certain assets of North American Technologies (Alberta Stock Exchange: NAT) (OTC: NTEKF).
 The assets to acquired include the following:
 1) NAT's proprietary enzyme technologies, bioremediation technologies, and all techniques and technologies relating to the processing and refining of tar sands and other heavy crude oils.
 2) 7.5 million shares of the common stock of North American Environmental Group, Inc. (OTC: NAME) owned by NAT.
 3) NAT's interest in North American Drilling Technologies, Inc. (NADT), the corporation NAT has formed with Drexel Oilfield Services, Inc. which utilizes NAT's technologies for the treatment and processing of oilfield drilling and production waste.
 Simultaneous with a proposed 1:15 reverse stock split and the sale of MBCC's historic operating business to prior management of MBCC, MBCC will issue a total of 10 million shares of MBCC to NAT, consisting of 6 million shares of unrestricted common stock and 4 million shares of "contingent escrow" stock. The 4 million shares of contingent escrow stock will be released under the following conditions:
 1) 2 million shares will be released upon the earlier of:
 a) achievement of net after tax income of $5 million during any calendar or fiscal year.
 b) a purchase of the assets or stock of MBCC for an amount in excess of $150 million.
 2) An additional 2 million shares will be released upon the earlier of:
 a) achievement of net after tax income of $12.5 million during any calendar or fiscal year.
 b) a purchase of the assets or stock of MBCC for an amount in excess of $250 million.
 In conjunction with the acquisition, MBCC said it intends to initiate a merger or share exchange with the remaining approximately 30 percent shareholders of NAME (approximately 4 million shares) on the basis of two shares of MBCC per three shares of NAME.
 Following the consummation of this transaction, all of the present officers and directors of MBCC will resign from such positions, the company will change its name to "North American Technologies" and the officers and directors of NAT will assume corresponding positions at MBCC.
 Final closing of the transactions is conditioned upon the execution and approval of definitive agreements by the respective shareholders and boards of directors of the respective companies, approval by the SEC and applicable Canadian Securities authorities of the respective proxy statements evidencing shareholder approval of the transaction, the receipt of two-year lockups for certain NAT and NAME shareholders, and completion of final due diligence by MBCC. Closing on the transaction is expected to occur on or before June 30, 1992.
 There can be no assurance that a final closing will occur.
 No regulatory authority has approved nor disapproved the content of this announcement.
 /delval/
 -0- 5/4/92
 /CONTACT: Howard Appel of HMA Investments, 215-563-5630, for Mail Boxes Coast to Coast/
 (MBCC NTEK) CO: Mail Boxes Coast to Coast, Inc.; North American Technologies ST: California IN: SU: TNM


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Publication:PR Newswire
Date:May 4, 1992
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