THIS AGREEMENT is executed this 8th day of November, 2000, by BANCFIRST, an Oklahoma banking
corporation ("the Escrow Bank"), ENERGAS RESOURCES INC., a British Columbia, Canada corporation
("Energas"), and LARRY G. JORDAN, JIM and BILLIE BAKER, KEITH D. MENEES, WILLARD L. and
JEANNE O'DANIEL, JAMES W. and LAVADA GREER LIVING TRUST, JACK and MARIE SELLERS,
and MARK R. HOY, herein referred to, individually, as "Seller" and, collectively, as "Sellers", and FIRST
NATURAL GAS, INC. ("the Company"), an Oklahoma corporation.
(a) Attached hereto and made a part hereof as Exhibits A, B and C, respectively, are Stock Purchase
Agreement, dated August 26, 2000, as amended by Amendment to Stock Purchase Agreement, dated
September 23, 2000, as amended by Second Amendment to Stock Purchase Agreement, dated October 30,
2000, as amended by Third Amendment to Stock Purchase Agreement, dated November 8, 2000, by and
between Sellers and Energas, and herein referred to, collectively, as "the Agreement".
(b) The Agreement provides, in Paragraphs 2(a), 7(c), (d) and (f), and 9, for an escrow agent to be appointed
by, and to perform certain duties for, Energas and Sellers under the terms of the Agreement.
1. APPOINTMENT OF ESCROW AGENT. Energas and Sellers hereby appoint the Escrow Bank as the
escrow agent under and pursuant to the terms of the Agreement. The Escrow Bank hereby accepts said
appointment and agrees to perform the duties imposed upon the escrow agent in the Agreement.
2. OPENING OF SPECIAL ACCOUNT. As required in Paragraph 2(a) of the Agreement, the Company has
opened a special bank account with the Escrow Bank and the Company agrees to comply with its obligation to
make monthly payments of net income, first on the interest payments to Sellers and the balance into the special
bank account, all as required in said Paragraph 2(a). The account number for the special account in the Escrow
Bank is No. _____________. The style of the account is "Fir