<Page>

EXHIBIT 10.2

                      AMENDMENT TO STOCK PURCHASE AGREEMENT



THIS AMENDMENT is executed this 23RD day of September 2000.

BETWEEN:

             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

             (individually referred to as "Seller" and collectively called
             the "Sellers")

AND:

             ENERGAS RESOURCES INC., a British Columbia, Canada corporation

             ("Energas")

WHEREAS:

(A)          Under the date of August 26, 2000, Sellers and Energas executed
a Stock Purchase Agreement (the "Agreement") under the terms of which
Sellers agreed to sell and Energas agreed to buy all of the outstanding and
issued shares ("Seller's Stock") of First Natural Gas, Inc. (the "Company");

(B)          The Agreement, which is incorporated herein and made a part
hereof by reference, is in full force and effect; and

(C)          Subsequent to the execution of the Agreement, Sellers and
Energas have discovered that for regulatory compliance and/or to express the
true intent of the Agreement, the amendments to the Agreement, as set forth
herein are necessary. Accordingly, the Sellers and Energas amend the
Agreement as follows:

AMENDMENT


1. Paragraph 2 ("Consideration") of the Agreement is changed to read as follows:

   "CONSIDERATION. The total consideration for the sale by Seller to Energas
   of Seller's Stock is the following:

                                                                               1

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(a)          Six hundred thousand dollars (U.S. $600,000) (subject to being
reduced as set forth in paragraph 6) to be paid by Energas to Sellers pursuant
to individual convertible promissory notes to be signed by Energas in favor of
each Seller (the "Convertible Note"). The Convertible Note shall be in the
principal amount (subject to being reduced as set forth in paragraph 6) in
favor of each Seller as follows:

<Table>
<Caption>

                        SELLER                             AMOUNT OF NOTE
<S>                                                        <C>
                                                              $388,554
  Larry G. Jordan

  Jim and Billie Baker                                          37,950

  Keith D. Menees                                               25,302

  Willard L. and Jeanne O'Daniel                                50,604

  James W. and LaVada Greer Living Trust                        81,324

  Jack and Marie Sellers                                        12,648

  Mark R. Hoy                                                    3,618

</Table>

Each note shall be payable twelve months from the date it is delivered to
Seller and it shall provide for interest on the principal amount of 10% per
annum. The promissory note shall also provide that the net income of the
Company, calculated at the end of each calendar month shall be applied on the
then interest due on the note with the balance of said monthly net income to
be deposited in a special bank account to be opened with the escrow bank. The
net income after deducting the interest payments shall be held by the escrow
bank and paid over either to Energas with Seller's Stock pursuant to
Paragraph 9(a) or to Seller pursuant to Paragraph 9(b). The monthly interest
payment out of net income shall be applied to each Seller's note in the
following proportions:

<Table>
<Caption>

                        SELLER                             SHARE OF NET
                                                              INCOME
<S>                                                        <C>

  Larry G. Jordan                                             64.759%

  Jim and Billie Baker                                         6.324%

  Keith D. Menees                                              4.217%

                                                                               2

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  Willard L. and Jeanne O'Daniel                               8.434%

  James W. and LaVada Greer Living Trust                      13.554%

  Jack and Marie Sellers                                       2.108%

  Mark R. Hoy                                                  0.603%

</Table>

     The net income shall be calculated according to reasonable and ordinary
     accounting principles as applied by corporations in the same business.
     Seller shall be responsible for furnishing Energas a written accounting
     each month showing the manner in which the month's net income was
     calculated and the manner in which said net income was applied to the
     interest due on the note. The Convertible Note also shall provide that
     at any time after the expiration of 45 days from the issuance of the
     note up to its due date. Seller shall have the option to convert the
     note as follows: (a) All principal then due on the note may be converted
     into shares of Energas at an agreed value of U.S. $2.00 per share and
     (b) all interest then due on the note may be converted into shares of
     Energas at the greater of either: $2.00 per share or the then per share
     value of Energas in the open market (calculated in accordance with the
     policies of the CDNX (hereinafter defined)). For example if the unpaid
     principal then due to a Seller on his note is $10,000 and the unpaid
     interest then due to such Seller is $1,000, and the then market value of
     Energas stock is $3.00 per share, that Seller may convert the principal
     to 5,000 shares of Energas stock and may convert the interest to 333
     shares of Energas stock. (All stock conversion shall be to the nearest
     whole number of shares.) The amount of principal and interest then due
     on the note is subject to being reduced pursuant to paragraph 6 below.
     Immediately following either the full payment of the note or the
     conversion of the note to stock, as authorized herein, the then members
     of the Board of Directors of the Company and all officers of the Company
     shall resign and the stockholders shall elect a new Board of Directors
     who shall elect new officers of the Company."

2. Paragraph 3 ("Regulatory Approval") of the Agreement is changed to read as
follows:

"REGULATORY APPROVAL. It is understood that this Agreement and, particularly,
the issuance of the Convertible Note is subject to obtaining written acceptance
from the Canadian Venture Exchange ("CDNX") of the transactions contemplated
herein and an exemption order from the British Columbia Securities Commission
(the "Commission") to permit the distribution of each CONVERTIBLE Note to each
Seller. The Agreement may also be subject to approval by the OKLAHOMA
CORPORATION COMMISSION. If any such acceptance, permission or approval has not
been issued prior to October 29, 2000, this Agreement, without the written
consent of Seller and Energas, shall be void. Seller agrees to use his or her
best efforts to assist Energas to procure all required regulatory acceptance,
permissions or approvals."

3. Paragraph 4 ("Representatives, Warranties and Covenants by Seller"),
sub-paragraph (c) is changed to read as follows:

                                                                               3

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     "True and complete copies of the Articles of Incorporation and all
     amendments thereto, bylaws (certified by the secretary of the Company),
     and the minute book and stock record of the Company will be delivered by
     Seller to Energas on or before September 25,2000, for its review. The
     minute book of the Company reflects minutes and records maintained by
     the Company regarding meetings heretofore held and consents heretofore
     granted by the directors and shareholders of the Company."

4. Paragraph 4 ("Representatives, Warranties and Covenants by Seller"),
sub-paragraph (0) is deleted and the following is inserted thereto;

     "Seller agrees to cause the Company to maintain payments on all
     liabilities as they become due and to keep the Company in good standing
     with all of this creditors."

5. Paragraph 4, ("Representatives, Warranties and Covenants by Seller") is
amended such that the following is inserted as sub-paragraph (p):

     "After the closing, Seller agrees to cause the Company to enter into an
     employment agreement Mr. Larry G. Jordan for a minimum term of one (1)
     year (or such longer term as may be specified by Energas) but not
     exceeding two years at a salary of US $5,000 per month. Seller agrees
     that all monies payable to Mr. Larry G. Jordan and to other employees of
     the Company will be the sole responsibility of the Company and all such
     monies will not be paid until there is sufficient cash flow of the
     Company to meet and pay all of the other liabilities of the Company as
     they become due."

6. Paragraph 4 ("Representatives, Warranties and Covenants by Seller") is
amended such that the following is inserted as sub-paragraph (q):

     "Financial Statements for the eight month period ended August 31, 2000
     and the year ended December 31, 1999 of the Company (the "Financial
     Statements") shall be delivered by Seller to Energas on or before
     September 30, 2000. Seller agrees to have the Financial Statements
     reviewed by a certified public accountant or, if required by the CDNX
     (as hereinafter defined), audited by a certified public accountant. The
     Financial Statements will be prepared in accordance with generally
     accepted accounting principles in compliance with all applicable laws
     and will be consistently applied, and will be complete and accurate in
     al1 material respects, and give a true and fair view of the affairs and
     financial position of the Company, including without limitation of the
     order of the Oklahoma Corporation Commission authorizing First Natural
     Gas, Inc. to operate as a Utility, (the "Order"). All communications
     from the certified public accountant shall be addressed to Energas and
     to the: Company,"

7. Paragraph 4 ("Representatives, Warranties and Covenant by Seller") is amended
such that the following is inserted as sub-paragraph (r):

                                                                               4

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     "Seller agrees that the execution and delivery of this Agreement, and
     the performance of the covenants and agreements herein contained, are
     not limited or restricted by or in conflict with, nor will they breach,
     infringe, contravene or interfere with, any contractual, intellectual
     property, privacy, common law, statutory, equitable, confidentiality or
     other rights or obligations of the Company nor will such create any
     obligations for the Company or Energas, including any obligation to post
     a bond in support of the Order."

8. Paragraph 4 ("Representatives, Warranties and Covenants by Seller") is
amended such that the following is inserted as sub-paragraph (s):

     "FNG has all necessary licenses and permits to carry on its business."

9. Paragraph 4 ("Representatives, Warranties and Covenants by Seller") is
amended such that the following is inserted as sub-paragraph (t):

     "All of the foregoing representations, warranties and covenants shall
     survive closing and shall be binding upon Seller after closing."

10. Paragraph 6 ("Conditions Precedent to Obligations of Energas") of the
Agreement is changed to read as follows:

          "CONDITIONS PRECEDENT TO OBLIGATIONS OF ENERGAS. All of the
     obligations of Energas under this Agreement are, at its election,
     subject to the satisfaction, prior to or at the closing, of the
     following conditions:

     (a)  The representations and warranties of Seller contained in this
          Agreement will have been true and correct in all material respects
          and Seller will have performed or complied in all material respects
          with all terms) agreements) and covenants required by this Agreement
          to be performed by him on or prior to the closing date.

     (b)  Seller shall have delivered to Energas certificates of good standing
          issued by the Secretary of State for the State of Oklahoma for the
          Company dated no earlier than fifteen days prior to the closing date,
          and reflecting that the Company is in existence and good standing,
          has filed all required franchise tax returns and has paid all
          required franchise taxes, and reflecting all instruments filed of
          record with respect to the Company through the date of such
          certificate in the Secretary's office.

     (c)  No action or proceeding shall be threatened or be pending against
          Seller or the Company by a third party seeking to restrain or
          prohibit the performance of, or to obtain damages or other relief in
          conjunction with this Agreement or any of the transactions
          contemplated hereby.

     (d)  Since the effective date hereof, no material adverse change shall
          have occurred in the aggregate with respect to the financial
          condition or operations of the Company as a whole.

                                                                               5

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     (e)  Energas is able to obtain acceptance from the CDNX and from the
          Oklahoma Corporation Commission to this Agreement

     (f)  Energas is able to obtain an exemption order and approval from the
          Commission to allow Energas to distribute the Convertible Note to
          each Seller.

     (g)  Energas receives a favorable legal opinion from its counsel in
          connection with the acquisition by Energas of the Seller's Stock to
          the effect that:

          (i)  no bond must be posted by the Company or its Shareholders to
               maintain the order in good standing; and

          (ii) neither Energas nor its officers or directors will assume any
               obligations or liabilities of the Company, nor will Energas or
               its officers or directors be subject to any obligations or
               liabilities in relation to the business of FNG, arising under
               applicable law.

     Prior to closing, Energas may give Seller written notice that Energas is
     refusing to consummate the purchase of Seller's Stock because anyone or
     more of the above conditions have not been met, in which case neither party
     shall have any further obligation to the other in connection with this
     Agreement. For greater certainty, Energas will not be obligated to
     consummate the purchase of a particular Seller's Stock unless the above
     conditions have been met in respect of all Sellers. If closing occurs and
     at any time thereafter all or portions of Seller's Stock and/or the Assets
     are burdened with liens, mortgages or other encumbrances, and/or if the
     Company has unsecured debt of any nature (other than normal payables to
     trade creditors in the ordinary course of doing business), the total amount
     secured by liens, mortgages or other encumbrances plus the total amount of
     unsecured debt not inclined in the ordinary course of business shall be
     referred to herein as the "Company's Indebtedness". If any Seller timely
     elects to convert his promissory note to Energas stock, on the date of the
     conversion the total amount of principal and interest then payable to
     Seller pursuant to Seller's note shall be automatically reduced by Seller's
     pro rata share of the Company's Indebtedness, said pro rata share being the
     percentage set out after Seller's name in Paragraph 2(a) above. The
     automatic reduction of Seller's note by the amount of Seller's percentage
     of the Company's Indebtedness shall be to the nearest whole dollar. As to
     any seller who does not elect to convert his note to Energas stock, on the
     due date of the note, it shall be automatically reduced by Seller's share
     of the Company's Indebtedness as measured on the due date of the note, with
     "Seller's share" being the percentage set out after Seller's name in
     paragraph 2 of the Company's Indebtedness."

12.  Paragraph 7 ("Closing and Closing Date") of the Agreement IS changed such
     that the first part of paragraph 7 reads as follows:

               "CLOSING AND CLOSING DATE. If, prior to the closing date,
               Energas fails to give written notice of the rejection of the
               sale, as provided in paragraph 6 above, the closing of the
               sale of Seller's Stock by Seller to Energas shall occur at a
               mutually agreeable day and time on or before October 30, 2000
               in the offices of Crowe & Dunlevy in Oklahoma City. At closing
               the following shall be accomplished:

                                                                               6

<Page>

     (a)  Seller shall endorse his stock certificates, representing Seller's
          Stock, over to Energas and entry shall be made in the stock record
          book of the Company to show Energas as the record holder of Seller's
          Stock, effective at 7:00 a.m. on the first day of the calendar month
          when closing occurs,

     (b)  New stock certificates shall be issued in the name of Energas
          showing it to be the owner of Seller's Stock.

     (c)  Energas, then, shall endorse it stock certificate, representing its
          ownership of Seller's Stock, in blank and the endorsed stock
          certificate shall be delivered to an authorized representative of a
          state or federal banking institution, satisfactory to both Seller and
          Energas, said banking institution to act as the escrow agent to hold
          the endorsed stock certificate in escrow pursuant to the terms of this
          Agreement.

     (d)  Seller and Energas, along with a representative of the escrow agent,
          shall execute such escrow agreement as may be required by the escrow
          agent to protect it and to set forth its obligations under the escrow
          a1Tangement

     (e)  Energas shall deliver to Seller the Convertible Note described in
          paragraph 2(a) above, as possibly modified pursuant to the final
          sentence of paragraph 6 above,

     (f)  The original corporate minute books and stock transfer ledgers shall
          be delivered to the escrow agent to be held in escrow with the stock
          certificate.

     (g)  Energas the owner of Seller's Stock, shall, in writing, confirm that
          the present Board of Directors of the Company and the present
          officers of the Company shall continue in their present positions.
          That is, until the convertible Note has either been paid in full or
          converted to Energas stock, as provided for in paragraph 2(a) above,
          the current management of the Company shall be retained. Provided,
          however, George G. Shaw the President of Energas, shall be elected to
          the current Board of Directors."

13.  This Amendment may be executed by the parties in individual counterpart
     copies and if each party executes a counterpart copy, it shall have the
     same effect as if all parties had executed the same copy. Provided,
     however, until all parties have signed a counterpart copy, there shall be
     no agreement.

14. Except for the foregoing amendments, the Agreement remains in full force as
originally written.

15.  This Amendment shall be binding upon and shall ensure to the benefit of the
     respective heirs, devisees, executors, administrators, successors and
     assigns of the parties.

Dated and executed as of the day, month and year first shown above.


                                                                               7

<Page>

                                        ENERGAS RESOURCES INC.


                                        By: /s/  George Shaw
                                            ----------------
------------------------------          George G. Shaw, President
Jim Baker                               The Oil Center
2812 S.W. 111th Street                  2601 N.W. Expressway, Suite 1100-W
Oklahoma City, OK 73170-2448            Oklahoma City, OK 73112


------------------------------          -------------------------------------
Billie Baker                            Keith D. Menees
2812 S.W. 111th Street                  6013 N. May, No. 161
Oklahoma City, OK 73170-2448            Oklahoma City, OK 73112

/s/ Willard L. O'Daniel                 /s/ Jeanne O'Daniel
------------------------------          -------------------------------------
Willard L. O'Daniel                     Jeanne O'Daniel
208 E. Choctaw                          208 E. Choctaw
McAlester, OK 74501                     McAlester, OK 74501

                                        /s/ Marie Sellers
------------------------------          -------------------------------------
Mark R. Hay                             Marie Sellers
5858 Waggoner                           416 Forest
Dallas, TX 75230                        Eufaula, OK 74432

James W. and LaVada Greer Living Trust


By:  /s/ James W. Greer
     ------------------
         James W. Greer, Trustee, and


By:  /s/ Lavada Greer, Trustee
     -------------------------
         LaVada Greer, Trustee
         Rt. 1, Box 708A
         Eufaula, OK 74432


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