Exhibit 10.5 to Registration Statement


                             SUMMIT LIFE CORPORATION

                                ESCROW AGREEMENT


       THIS  AGREEMENT,   made  to  be  effective  as  of  the  _______  day  of
____________,  2001,  by  and  between  Summit  Life  Corporation,  an  Oklahoma
corporation  (the "Company") and UMB Bank,  Oklahoma City,  Oklahoma,  as escrow
agent ("Escrow Agent").

                                   WITNESSETH:

       WHEREAS,  the Company intends to offer for sale to prospective  investors
(the  "Investors")  up to 1,000,000  shares of the Company's  common stock,  par
value $.01 per share (the "Common Stock"); and

       WHEREAS,  each Investor will be required to pay his  subscription in full
upon  subscribing  ($1.00  per  share)  by  check,  draft  or money  order  (the
"Subscription Proceeds"); and

       WHEREAS,  under the terms of the offering the  Subscription  Proceeds are
required  to be held in escrow  subject to the  receipt  and  acceptance  by the
Company  of  the  minimum  Subscription  Proceeds  of  $200,000,  including  any
subscription by the Company, its officers and directors; and

       WHEREAS,  the officers  and  directors of the Company will offer and sell
the Common Stock without receiving any commissions or other fees; and

       WHEREAS,  no  subscriptions to the Company will be accepted after receipt
of the maximum Subscription  Proceeds of $1,000,000 or ____________ _____, 2002,
which ever occurs first; and

       WHEREAS,  to facilitate  compliance  with the terms of the offering,  the
Company  desires to have the  Subscription  Proceeds  deposited  with the Escrow
Agent and the Escrow Agent desires to hold the Subscription Proceeds pursuant to
the terms and conditions set forth herein;

       NOW,  THEREFORE,  in consideration of the mutual covenants and conditions
herein  contained,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:

       1.     Appointment of Escrow Agent.  The Company hereby  appoints  Escrow
Agent as the  escrow  agent to  receive  and to hold the  Subscription  Proceeds
deposited  with Escrow Agent by the Company  pursuant  hereto,  and Escrow Agent
hereby  agrees to serve in such  capacity  during  the term and  based  upon the
provisions hereof.

       2.     Deposit of Subscription  Proceeds.  Pending receipt of the minimum
Subscription  Proceeds of $200,000,  the Company shall deposit the  Subscription
Proceeds of each  Investor with the Escrow Agent and shall deliver to the Escrow
Agent a copy of the Subscription Agreement of such Investor.

       The minimum  subscription  per Investor shall be for 100 shares of Common
Stock and payment for each subscription for Common Stock shall be in the form of
a check made  payable to  "Summit  Life  Corporation."  The Escrow  Agent  shall
deliver a receipt to the Company for each deposit of Subscription  Proceeds made
pursuant hereto.

       3.     Investment of Subscription Proceeds. The Escrow Agent shall invest
the Subscription  Proceeds in the Federated Investors Treasury  Obligations Fund
(CUSIP  number   60934N-872).   The  interest  earned  shall  be  added  to  the
Subscription  Proceeds  and  disbursed  in  accordance  with the  provisions  of
paragraph 4 or 6, as the case may be.


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<PAGE>

       4.     Distribution of Subscription Proceeds.  If the Escrow Agent:

              (a)  receives  written  notice from an  authorized  officer of the
Company that at least the minimum aggregate  subscriptions of $200,000 have been
received and accepted by the Company, and

              (b) determines that Subscription Proceeds for at least $200,000 as
determined  by the Company  have  cleared the banking  system and are good,  the
Escrow Agent shall promptly  release and distribute to the Company such escrowed
Subscription  Proceeds  which have cleared the banking  system and are good plus
any interest paid and  investment  income earned on such  Subscription  Proceeds
while held by the Escrow Agent in an escrow account.

       Any  remaining  Subscription   Proceeds,   plus  any  interest  paid  and
investment income earned on such Subscription  Proceeds while held by the Escrow
Agent in an escrow  account shall be promptly  released and  distributed  to the
Company by the Escrow  Agent as such  Subscription  Proceeds  clear the  banking
system and become good.

       5.     Separate Company Account.  During the continuation of the offering
after the receipt of at least the minimum  aggregate  subscriptions  of $200,000
and prior to _____________ _____, 2002, any additional Subscription Proceeds may
be deposited by the Company  directly in a separate  Company account which shall
not be subject to the terms of this Agreement.

       6.     Distributions to Subscribers.

              (a)  In  the  event  that  the  Company  will  not  be  funded  as
contemplated  because less than the minimum aggregate  subscriptions of $200,000
have been received and accepted by the Company by 12:00 p.m. (noon), local time,
on  ________________  _____, 2002, or for any other reason, the Company shall so
notify the Escrow Agent, whereupon the Escrow Agent shall promptly distribute to
each Investor a refund check made payable to such Investor in an amount equal to
the Subscription Proceeds of such Investor, plus any interest paid or investment
income  earned  thereon  while held by the Escrow Agent in an escrow  account as
calculated by the Company.

              (b) In the event that a  subscription  for Stock  submitted  by an
Investor  is  rejected  by the  Company  for any reason  after the  Subscription
Proceeds  relating  to such  subscription  have been  deposited  with the Escrow
Agent,  then  the  Company  shall  promptly  notify  the  Escrow  Agent  of such
rejection,  and the Escrow Agent shall  promptly  distribute  to such Investor a
refund  check  made  payable  to  such  Investor  in  an  amount  equal  to  the
Subscription  Proceeds of such  Investor,  plus any interest  paid or investment
income  earned  thereon  while held by the Escrow Agent in an escrow  account as
calculated by the Company.

       7.     Compensation  and Expenses of Escrow  Agent.  The Company shall be
solely  responsible  for and shall pay the  compensation of the Escrow Agent for
its services  hereunder,  as provided in Appendix 1 to this Agreement and made a
part hereof,  and the charges,  expenses  (including any  reasonable  attorneys'
fees),  and  other  out-of-pocket  expenses  incurred  by the  Escrow  Agent  in
connection  with the  administration  of the provisions of this  Agreement.  The
Escrow  Agent shall have no lien on the  Subscription  Proceeds  deposited in an
escrow account unless and until the Company is funded with cleared  Subscription
Proceeds of at least $200,000 and the Escrow Agent receives the notice described
in Paragraph 4 of this Agreement, at which time the Escrow Agent shall have, and
is  hereby  granted,  a prior  lien upon any  property,  cash,  or  assets  held
hereunder,  with respect to its unpaid compensation and nonreimbursed  expenses,
superior to the interests of any other persons or entities.


                                      -2-

<PAGE>

       8.     Duties of Escrow Agent. The Escrow Agent shall not be obligated to
accept any notice, make any delivery, or take any other action under this Escrow
Agreement unless the notice or request or demand for delivery or other action is
in writing  and given or made by the party  given the right or charged  with the
obligation under this Escrow Agreement to give the notice or to make the request
or demand. In no event shall the Escrow Agent be obligated to accept any notice,
request, or demand from anyone other than the Company.

       9.     Liability  of Escrow  Agent.  The Escrow Agent shall not be liable
for any damages, or have any obligations other than the duties prescribed herein
in carrying out or executing  the purposes and intent of this Escrow  Agreement;
provided,  however, that nothing herein contained shall relieve the Escrow Agent
from liability  arising out of its own willful  misconduct or gross  negligence.
The Escrow Agent's duties and obligations under this Agreement shall be entirely
administrative  and not  discretionary.  The Escrow Agent shall not be liable to
any party  hereto or to any third  party as a result of any  action or  omission
taken or made by the Escrow Agent in good faith.  The parties to this  Agreement
will indemnify the Escrow Agent,  hold the Escrow Agent harmless,  and reimburse
the Escrow Agent from, against and for, any and all liabilities, costs, fees and
expenses (including  reasonable  attorney's fees) the Escrow Agent may suffer or
incur by reason of its execution and performance of this Agreement. In the event
any legal questions  arise  concerning the Escrow Agent's duties and obligations
hereunder,  the Escrow  Agent may  consult  with its  counsel  and rely  without
liability upon written opinions given to it by such counsel.

       The Escrow Agent shall be  protected  in acting upon any written  notice,
request,  waiver, consent,  authorization,  or other paper or document which the
Escrow Agent, in good faith, believes to be genuine and what it purports to be.

       In the event  that there  shall be any  disagreement  between  any of the
parties  to this  Agreement,  or  between  them or either of any of them and any
other  person,  resulting in adverse  claims or demands being made in connection
with this Agreement,  or in the event Escrow Agent,  in good faith,  shall be in
doubt as to what action it should take  hereunder,  the Escrow Agent may, at its
option,  refuse to comply with any claims or demands on it or refuse to take any
other action  hereunder,  so long as such  disagreement  continues or such doubt
exists; and in any such event, the Escrow Agent shall not be or become liable in
any way or to any person for its failure or refusal to act and the Escrow  Agent
shall be entitled to  continue  to so refrain  from acting  until the dispute is
resolved by the parties involved.

       Escrow Agent is acting  solely as escrow agent and is not a party to, nor
has it reviewed or approved  any  agreement or matter of  background  related to
this  Agreement,  other than this  Agreement  itself,  and has assumed,  without
investigation,  the authority of the individuals  executing this Agreement to be
so authorized on behalf of the party or parties involved.

       10.    Resignation  or Removal  of Escrow  Agent.  The  Escrow  Agent may
resign as such following the giving of thirty (30) days' prior written notice to
the Company.  Similarly,  the Escrow Agent may be removed and replaced following
the giving of thirty (30) days' prior written  notice to the Escrow Agent by the
Company.

       In either event,  the duties of the Escrow Agent shall  terminate  thirty
(30) days after the date of such  notice (or as of such  earlier  date as may be
mutually agreeable);  and the Escrow Agent shall then deliver the balance of the
Subscription Proceeds (and any interest paid or investment income earned thereon
while held by the Escrow  Agent in an escrow  account)  in its  possession  to a
successor  escrow  agent as shall be  appointed by the Company as evidenced by a
written notice filed with the Escrow Agent.  If the Company shall have failed to
appoint a successor  prior to the  expiration of thirty (30) days  following the
date of the notice of resignation  or removal,  the then acting Escrow Agent may
petition any court of competent  jurisdiction for the appointment of a successor
escrow agent or other  appropriate  relief;  and any such resulting  appointment
shall be binding upon all of the parties hereto.


                                      -3-

<PAGE>

       Upon  acknowledgment  by any successor escrow agent of the receipt of the
then remaining  balance of the  Subscription  Proceeds (and any interest paid or
investment  income  earned  thereon  while held by the Escrow Agent in an escrow
account),  the then acting Escrow Agent shall be fully  released and relieved of
all duties, responsibilities, and obligations under this Agreement.

       11.    Termination.  This Agreement  shall terminate and the Escrow Agent
shall have no further  obligation with respect hereto upon the occurrence of the
distribution of all  Subscription  Proceeds (and any interest paid or investment
income earned  thereon  while held by the Escrow Agent in an escrow  account) as
contemplated hereby or upon the written consent of all the parties hereto.

       12.    Notice.  Any  notices  or  instructions,  or  both,  to  be  given
hereunder shall be validly given if set forth in writing and mailed by certified
mail, return receipt requested, as follows:

       If to the Escrow Agent:

              UMB Bank
              204 North Robinson
              Oklahoma City, Oklahoma 73102

              Attention:  John Brown

              Phone: (405) 239-5980
              Facsimile: (405) 236-1971

       If to Summit Life Corporation:

              Summit Life Corporation
              3021 Epperly Drive
              Oklahoma City, Oklahoma  73155

              Attention: Charles L. Smith, President and Chief Operating Officer

              Phone: (405) 677-0781
              Facsimile: (405) 677-4953

       Any  party  may   designate  any  other  address  to  which  notices  and
instructions shall be sent by notice duly given in accordance herewith.

       13.    Miscellaneous.

              (a)  This  Agreement   shall  be  governed  by  and  construed  in
accordance with the laws of the State of Oklahoma.

              (b) This  Agreement is binding upon and shall inure to the benefit
of the undersigned and their respective heirs, successors and assigns.

              (c) This  Agreement  may be  executed  in  multiple  copies,  each
executed copy to serve as an original.


                                      -4-

<PAGE>

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.

                                         ESCROW AGENT

                                         UMB BANK


                                         By:
                                             -----------------------------------
                                              John Brown, Senior Vice President



                                         COMPANY

                                         SUMMIT LIFE CORPORATION


                                         By:
                                             -----------------------------------
                                              Charles L. Smith, President & COO








                                      -5-

<PAGE>


                         APPENDIX I TO ESCROW AGREEMENT


                    Compensation for Services of Escrow Agent
                    -----------------------------------------


       Escrow Agent services  shall be performed  without charge to the Company;
provided  however,  that if the Escrow  Agent is required to  distribute  refund
checks to Investors  pursuant to Section 6 of the Escrow Agreement,  the Company
agrees to pay Escrow Agent a fee of $1,000.00 plus $15.00 per disbursement.











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