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.





                                      -1-



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       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

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