Empire Gas Corporation
1700 South Jefferson Street
Lebanon, Missouri 65536
May 7, 1994
The Dolly Francine Plaster Trust
dated July 30, 1984
The Tammy Jane Plaster Trust
dated July 30, 1984
The Cheryl Jean Plaster Schaefer Trust
dated October 30, 1988
The Cheryl Jean Plaster Schaefer Trust
dated July 30, 1984
RE: STOCK REDEMPTION AGREEMENT
Ladies and Gentlemen:
Empire Gas Corporation (the "Company") agrees to purchase from the
Dolly Francine Plaster Trust dated July 30, 1984 (the "D. Plaster Trust"), the
Tammy Jane Plaster Trust dated July 30, 1984 (the "T. Plaster Trust"), the
Cheryl Jean Plaster Schaefer Trust dated October 30, 1988 (the "1988 C. Schaefer
Trust"), and the Cheryl Jean Plaster Schaefer Trust dated July 30, 1984 (the
"1984 C. Schaefer Trust") (collectively the "Sellers"), and each of the Sellers
agrees to sell to the Company the number of shares of common stock, $.001 par
value, of the Company (the "EGAC Common Stock") as indicated below at a purchase
price of one (1) share of common stock, no par value, of Energy Empire Energy
Corporation ("Energy Common Stock") for each share of EGAC Common Stock:
NUMBER OF SHARES
----------------------------
NAME OF SELLER EGAC COMMON STOCK ENERGY COMMON STOCK
-------------- ----------------- -------------------
D. Plaster Trust 125,000 125,000
T. Plaster Trust 125,000 125,000
1988 C. Schaefer Trust 80,000 80,000
1984 C. Schaefer Trust 129,000 129,000
------- -------
459,000 459,000
------- -------
------- -------
The obligations of the Company and the Sellers under this agreement
are subject to the completion of the transactions contemplated by the Stock
Redemption Agreement (the "Stock Redemption Agreement"), dated as of the date of
this agreement, among the Company, Empire Gas Operating Corporation, Empire
Energy Corporation, Robert W. Plaster, Paul S. Lindsey, Jr., Stephen R. Plaster,
Joseph L. Schaefer, the Robert W. Plaster Trust dated December 13, 1988, the
Stephen Robert Plaster Trust dated October 30, 1988, the Stephen Robert Plaster
Trust dated July 30, 1984, and Empire Ranch, Inc., Empire Airlines, Inc.,
Missouri corporations, and Evergreen National Corporation, a Florida
Corporation. The purchase and sale of shares set forth in this agreement shall
take place simultaneously with the Closing under the Stock Redemption Agreement.
Each of the Sellers hereby makes severally but not jointly the
representation and warranties to the Company and to Empire Energy Corporation
that are set forth in Section 5 of the Stock Redemption Agreement.
If you agree to this purchase agreement, please indicate your
agreement by signing in the space indicated below.
Very truly yours,
Empire Gas Corporation
By: /S/ Paul S. Lindsey, Jr.
----------------------------
By signing below, the undersigned
agrees to the terms of this purchase agreement.
Dolly Francine Plaster Trust
dated July 30, 1984
By: /S/ Stephen Robert Plaster
-----------------------------
Stephen Robert Plaster,
Trustee
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Tammy Jane Plaster Trust
dated July 30, 1984
By: /S/ Stephen Robert Plaster
-----------------------------
Stephen Robert Plaster,
Trustee
Cheryl Jean Plaster Schaefer Trust
dated October 30 1988
By: /S/ Cheryl J. Plaster Schaefer
---------------------------------
Cheryl J. Plaster Schaefer, Trustee
and
By: /S/ Lynn C. Hoover
--------------------------
Lynn C. Hoover, Trustee
Cheryl Jean Plaster Schaefer Trust
dated July 30, 1984
By: /S/ Stephen Robert Plaster
-----------------------------
Stephen Robert Plaster,
Trustee
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