REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement (the "Agreement"), dated as of September 20, 2004, by and between Energas
Resources, Inc., a corporation organized under the laws of State of Delaware, with its principal executive office
at Energas Resources, Inc., 800 Northeast 63rd Street, Oklahoma City, Oklahoma, 73105, (the "Company"),
and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership with its principal office at 312 Stuart
Street, Boston, MA 02116 (the "Holder").
Whereas, in connection with the Investment Agreement by and between the Company and the Investor of even
date herewith (the "Investment Agreement"), the Company has agreed to issue and sell to the Investor an
indeterminate number of shares of the Company's Common Stock, $0.001 par value per share (the "Common
Stock"), to be purchased pursuant to the terms and subject to the conditions set forth in the Investment
Whereas, to induce the Investor to execute and deliver the Investment Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state securities laws,
with respect to the shares of Common Stock issuable pursuant to the Investment Agreement.
Now therefore, in consideration of the foregoing premises and the mutual covenants contained hereinafter and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Investor hereby agree as follows:
Section 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings:
"Execution Date" means the date first written above.
"Investor" means Dutchess Private Equities Fund, L.P., a Delaware limited partnership.
"Person" means a corporation, a limited liability company, an association, a partnership, an organization, a
business, an ind