NATIVE AMERICAN ENERGY GROUP, INC. 108-18 Queens Blvd., Suite 901 Forest Hills, NY11375 Tel: 718 ###-###-#### Fax: 718 ###-###-#### FINANCING AGREEMENT As of July 25, 2011

Native American Energy Group, Inc., a Delaware corporation (“NAGP” or the “Company”).

“Accredited Investors” as defined in Rule 501 of Regulation D of the Securities Act of 1933, including High Capital Funding, LLC (“HCF” or “Lead Investor”).  HCF and the other investors are referred to collectively herein as the “Investors.” The Investors and/or their permitted transferees are also referred to collectively herein as “Holders.”  The names, addresses, and the number of “Bridge Units” (as defined in “5.Securities Offered:” below) being purchased by the Investors are set forth on the signature pages hereto.

The Company may engage one or more non-exclusive placement agents (the “Placement Agents”) which are registered as brokers or dealers with the United States Securities and Exchange Commission (“SEC”) and members of the Financial Industry Regulatory Authority, Inc. (“FINRA”);the Securities Investor Protection Corporation (“SIPC”), and the National Investment Banking Association (“NIBA”). Any exception requires the approval of the Company and the Lead Investor.

The Company and the Investors hereby appoint David A. Rapaport, Executive VP & General Counsel of the Lead Investor, to serve as escrow agent (“Escrow Agent”) hereunder, and the Escrow Agent hereby accepts such appointment subject to the terms and conditions of the Escrow Terms attached hereto as Exhibit A.

Up to 24 Bridge Units for a maximum offering of $600,000, each unit comprised of a $25,000 Bridge Note (in the form of Exhibit B attached hereto) and 50,000 shares of NAGP restricted common stock (the “Bridge Shares”). Fractional units may be issued at the sole discretion of the Lead Investor.  Up to six additional Bridge Units may be issued at the request of the Company with the approval of the Lead Investor.  There is no minimum number of Bridge Units.

(a)6.25% per annum during the initial term of the Bridge Note payable at the Maturity Date (as defined in “7. Maturity:” below);

(b) 8.25% per annum during any Extension Period (as defined in “7.Maturity:” below), payable at the end of each Extension Period; and

(c) 12.25%per annum default interest rate after the final Extension Period, payable monthly.

(a)The entire principal amount of the Bridge Notes and all accrued and unpaid interest thereon is due and payable upon the earlier of (i) September 30, 2011, or within two business days following the closing of any and all other equity and/or debt financing totaling $3,000,000 or more (“Permanent Financing”)(the “Maturity Date”); provided that NAGP shall make mandatory prepayments on the Bridge Notes equal to 25% of the gross proceeds received from each closing of the first $3,000,000 of Permanent Financing, which shall be applied to the outstanding principal. Such mandatory prepayments shall be paid to the Escrow Agent for the benefit of the Holders of Bridge Notes on a pro rata basis.

(b)The Bridge Notes may be prepaid at any time without premium or penalty.

(c)In the event the Company shall not have closed on a cumulative total of $3,000,000 or more of Permanent Financing on or before September 30, 2011, the Company shall have the right to extend the Maturity Date for up to two additional one month periods (each an “Extension Period”), until November 30, 2011 (each an “Extended Maturity Date”), by providing written notice of such extension to the Placement Agents, the Lead Investor, and the Escrow Agent within three business days prior to any Maturity Date or Extended Maturity Date.

The aggregate purchase price (“Purchase Price”) of a Bridge Unit shall be the principal amount of a Bridge Note.  For federal income tax purposes, the Company will allocate 80% of the purchase price to the Bridge Note and 20% of the purchase price to the Bridge Shares.  The portion allocated to the Bridge Shares will be treated as “original issue discount.”

Repayment of the Bridge Notes shall be secured by: (i) a first lien on the oil and gas leases and related equipment (excluding the mobile drilling rig owned by the Company)identified on Schedule A attached hereto;  and (ii) a first lien on lease(s) for water disposal well(s) acquired after the date hereof which are intended to be used for the wells identified on Schedule A, to be evidenced by a mortgage and security agreement (including UCC 1 filings) (the “Security Documents”) acceptable in form and substance to the Lead Investor, in its sole discretion. The Lead Investor is appointed as the agent of the Investors with full authority to exercise any and all rights and remedies of the Investors under this Financing Agreement, the Bridge Notes and the Security Documents, and to modify or amend this Financing Agreement, the Bridge Notes and/or the Security Documents, in any and all respects, with the consent of the Company. However, the Lead Investor shall not have the authority to reduce the principal amount owing under the Bridge Notes without the written consent of at least seventy-five percent in interest of the Investors, except as part of a compromise and/or settlement of claims against the Company arising from a default under the Bridge Notes.

The Company agrees that it shall be responsible for the expenses of this transaction, including without limitation expenses incurred by the Escrow Agent, the fees and expenses of preparing and filing the Security Documents, and the fees and expenses of its counsel; provided that it shall not be responsible for any fees of the Lead Investor’s General Counsel. The Company shall also be responsible for any fees and/or expenses for the collection of the Bridge Notes.

Investors shall have the right, subject to applicable securities laws, to transfer and/or assign the Bridge Notes, and/or the Bridge Shares.

(a) Closing(s) shall be held from time to time at the mutual agreement of the Company, the Escrow Agent and the Lead Investor.

(b Commencing six months from the date upon which an Investor has acquired Bridge Shares, the Company shall bear the cost of any legal opinion required by the Company and/ or Pacific Stock Transfer, Inc. (or its then transfer agent) to remove the 144 restrictive legend from the certificate(s) for such Bridge Shares to enable a sale of such shares in accordance with SEC Rule 144.

(c) The Lead Investor has, prior to the first Closing, made advances to the Company, each evidenced by a demand promissory note with interest at the rate of 6.25%.  At the first Closing, the Lead Investor shall be paid an amount which is the total of all of such demand notes including interest accrued to that date. Should the Lead Investor make any advances to the Company subsequent to the first Closing or any subsequent Closing, it shall be paid an amount which is the total of all then outstanding subsequent advances including interest accrued to the date of each subsequent Closing.

(d)At each Closing, the Escrow Agent shall upon the written instructions of the Lead Investor: (i) transfer to the Lead Investor the principal and interest owing to it from NAGP as set forth in Section 12(c) above;(ii) transfer to the Placement Agent(s) any fees and/or expenses to which they are then entitled; (iii) transfer the balance of the Purchase Price funds to NAGP; and (iv) deliver the Bridge Notes and the certificates for the Bridge Shares to the Investors.

The Company will maintain the registration of its common stock under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”), and will file all reports required by the Exchange Act in a timely manner for as long as any Investor still owns Bridge Shares.  The Company’s SEC filings, including its Form 10KA for the year ended December 31, 2010, and its Form 10Q for the quarter ended March 31, 2011 are available on the SEC’s website www.(sec.gov) and on the Company website (www.nativeamericanenergy.com).

To include breach of any of the representations and warranties and covenants contained in any of the Further Documents (as defined in “16.Binding Agreement:” below).

&Choice of Law:

All transaction documents shall be governed by and construed under the laws of the state of New York as applied to agreements entered into and to be performed entirely within such state, without giving effect to principles of conflicts of law.  The parties irrevocably consent to the jurisdiction and venue of the state and federal courts located in the City of New York in connection with any action relating to this transaction.

Binding Agreement:

All parties executing this Financing Agreement shall be legally bound by the above terms, and by the terms of the further documents, including without limitation, the Escrow Terms (Exhibit A), the Bridge Notes (Exhibit B), Security Documents, Subscription Agreements and Accredited Investor Questionnaires(“Further Documents”).  Investors agree to execute any Further Documents when requested.  In the event there are any conflicts between any term of this Financing Agreement and any term of any Further Documents, the terms of this Financing Agreement shall apply.  This Financing Agreement may be signed in two or more counterparts, all of which taken together shall constitute an original.  Facsimile and/or electronic signatures shall be deemed to be original signatures.

By:

/s/ Joseph G. D’Arrigo

Date: July 27, 2011

Joseph G. D’Arrigo, Chairman & CEO

ESCROW AGENT

/s/ David A. Rapaport

Date: July 27, 2011

David A. Rapaport

333 Sandy Springs Circle, Suite 230

Atlanta, GA30328

Tel:   ###-###-####

Fax:   ###-###-####

Email: ***@***

Number of Bridge Units:_______________

Subscription Amount: $_______________

By:  /s/ Frank E. Hart

Date:    July 27, 2011

Frank E. Hart, President

Profit Concepts, Ltd., Manager

333 Sandy Springs Circle, Suite 230

Atlanta, GA30328

Tel:   ###-###-####

Fax: 404 ###-###-####

Email: ***@***

Tax ID#/SS#:     ###-###-####

Wright 5-35 – One oil well is located on 160 acres (SW NW of Sec.35-24N-46E) in McCone County, Montana.

Sandvick 1-11 – One oil well is located on 160 acres (SW NW of Sec.11-31N-44E) in Valley Montana.

New equipment for all wells