INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of September 20, 2004, by and between
Energas Resources, Inc., a Delaware corporation (the "Company"), and Dutchess Private Equities Fund, II, L.P.,
a Delaware limited partnership (the "Investor").
Whereas, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall
invest up to $10,000,000 to purchase the Company's Common Stock, $0.001 par value per share (the
Whereas, such investments will be made in reliance upon the provisions of
Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the
rules and regulations promulgated thereunder, and/or upon such other exemption from the registration
requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock
to be made hereunder; and
Whereas, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing
and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit A (as amended
from time to time, the "Registration Rights Agreement") pursuant to which the Company has agreed to provide
certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and
applicable state securities laws.
NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this
Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the
receipt and sufficiency of which is 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 specified or indicated below,
and such meanings shall be equally applicable to the singular and plural forms of such defined terms.
"1933 Act" shall have the meaning set fo