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EXHIBIT 4.6

                           ESCROW AMENDMENT AGREEMENT

THIS AMENDING AGREEMENT dated as of the ________________ day of September, 2001,

AMONG:

        PACIFIC CORPORATE TRUST COMPANY, 625 Howe Street, 10th Floor,
        Vancouver, British Columbia, V6C 3B8

        (the "Escrow Agent")

AND:

        ENERGAS RESOURCES INC., a corporation subsisting under the laws of
        British Columbia, having its registered office at 1500 - 1055 West
        Georgia Street, Vancouver, British Columbia  V6E 4N7

        (the "Issuer")

AND:

        ENERGAS CORPORATION, a corporation subsisting under the laws of
        Oklahoma;

AND:

        ENERGAS PIPELINE COMPANY, a corporation subsisting under the laws of
        Oklahoma;

        (Energas Corporation and Energas Pipeline Company collectively the
        "Shareholders")

WHEREAS:

A.      The Escrow Agent, the Issuer and the Shareholders entered into an
escrow agreement dated September 20, 1991, as amended April 13, 1994 (the
"Escrow Agreement");

B.      Pursuant to the Escrow Agreement, there are 5,800,000 escrow shares
(the "Shares") held in escrow by the Escrow Agent, none of which have been
released;

C.      The Issuer is a Tier 2 Issuer as defined in Policy 2.1 of the
Exchange (hereinafter defined); and

D.      The parties now wish to amend the Escrow Agreement to reflect release
terms included in the proposed uniform escrow regime policy outlined in CSA
Notice 46-301 - Proposal for Uniform Terms of Escrow Application to Initial
Public Distributions and the Exchange Policy

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                                        -2-

5.4 - Escrow and Vendor Consideration as amended by the Bulletin dated June
15, 2001 (the "Exchange Escrow Policy");

NOW THEREFORE in consideration of the covenants contained in this Agreement
and other good and valuable consideration (the receipt and sufficiency of
which is acknowledged), the Parties agree as follows:

1.      In Section 1 of the Escrow Agreement:

        (a)     In subparagraph (a) the definition of "Exchange" is amended
                to read "shall mean the Canadian Venture Exchange";

2.      Section 3 shall be deleted and the following subsections added to
        Section 3:

                "3.0   Shares will be released from escrow under this Agreement
                as set out in Schedule B;

                3.1    If a Shareholder wishes to receive a certificate
                evidencing Shares released or to be released from escrow on a
                release date set out in Schedule B, the Shareholder will
                provide written notice to the Escrow Agent to that effect. If
                the Escrow Agent receives notice from a Shareholder that the
                Shareholder wishes to receive certificates for released
                Shares, the Escrow Agent will, as soon as reasonably
                practicable after the applicable release date or after receipt
                by the Escrow Agent of the notice from the Shareholder,
                whichever is later, deliver to or at the direction of the
                Shareholder, certificates evidencing the Shares released from
                escrow on the applicable release date.

                3.2    Where a Shareholder has, in accordance with section 3.1
                provided notice to the Escrow Agent that the Shareholder
                wishes to receive a certificate evidencing Shares released or
                to be released from escrow, and where the relevant certificate
                held by the Escrow Agent evidences a combination of Shares
                released from escrow on the applicable release date and Shares
                that are to remain in escrow, the Escrow Agent, as soon as
                reasonably practicable after the release date or after receipt
                by the Escrow Agent of the notice from the Shareholder,
                whichever is later, shall deliver such certificates to the
                Issuer or its transfer agent, together with a request that
                separate replacement certificates be prepared and delivered to
                the Escrow Agent. Where certificates evidencing Shares are
                delivered to the Issuer in accordance with the foregoing, the
                Issuer, as soon as reasonably practicable, shall cause
                separate replacement certificates to be prepared and delivered
                to the Escrow Agent. As soon as reasonably practicable after
                the receipt by the Escrow Agent of the replacement
                certificates, the Escrow Agent shall deliver, to or at the
                direction of the Shareholder, all replacement certificates
                evidencing Shares released from escrow on the applicable
                release date;

                3.3 If the Escrow Agent receives a request from the Exchange to
                halt or terminate the release of Shares from escrow, then the
                Escrow Agent shall comply with that request, and shall not
                release any Shares from escrow unless and until the written
                consent of the Exchange is received; and

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                                        -3-

                3.4   The Exchange may consent to the release from escrow of
                Shares in such other circumstances and on such terms and
                conditions as it shall determine in its sole discretion.
                Shares may be released from escrow provided that the Escrow
                Agent receives written notice from the Exchange."

3.      Section 10 and sections 12 through 17 inclusive of the Escrow
Agreement shall be deleted, and the remaining sections of the Escrow Agreement
are renumbered accordingly.

4.      Except as amended herein, the Escrow Agreement as amended by this
Amendment to Escrow Agreement shall continue in full force and effect.

IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed.

PACIFIC CORPORATE TRUST COMPANY

Per:    ____________________________________
        Authorized Signatory

ENERGAS RESOURCES INC.

Per:    ____________________________________
        Authorized Signatory

ENERGAS CORPORATION

Per:    ____________________________________
        Authorized Signatory

ENERGAS PIPELINE COMPANY

Per:    ____________________________________
        Authorized Signatory


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                                   SCHEDULE B

                                RELEASE OF SHARES
TIMED RELEASE

<Table>
<Caption>
_________________________________________________________________________________________
                     PERCENTAGE OF TOTAL ESCROWED            TOTAL NUMBER OF ESCROWED
RELEASE DATES      SHARES TO BE RELEASED (PRO RATA)      SHARES TO BE RELEASED (PRO RATA)
_________________________________________________________________________________________
<S>                <C>                                   <C>
March 21, 2002                    5%                                  290,000
_________________________________________________________________________________________
September 21, 2002                5%                                  290,000
_________________________________________________________________________________________
March 21, 2003                    5%                                  290,000
_________________________________________________________________________________________
September 21, 2003                5%                                  290,000
_________________________________________________________________________________________
March 21, 2004                   10%                                  580,000
_________________________________________________________________________________________
September 21, 2004               10%                                  580,000
_________________________________________________________________________________________
March 21, 2005                   10%                                  580,000
_________________________________________________________________________________________
September 21, 2005               10%                                  580,000
_________________________________________________________________________________________
March 21, 2006                   10%                                  580,000
_________________________________________________________________________________________
September 21, 2006               10%                                  580,000
_________________________________________________________________________________________
March 21, 2007                   10%                                  580,000
_________________________________________________________________________________________
September 21, 2007               10%                                  580,000
_________________________________________________________________________________________
</Table>