EX-2
from SC 13D
1 page
McGowen Resources Co., Inc. Proxy James P. McGowen ("McGowen"), Holder of Various Shares (The "Shares") of Common and Preferred Stock of McGowen Resources Co., Inc. ("McGr") Hereby Revokes All Proxies Bearing a Date Prior to the Date Below and Appoints Michael E. Montgomery ("Montgomery") as His Proxy to Vote and Otherwise Represent the Shares and Any Shares Issued in Substitution, Replacement, or as a Result of Such Shares, for Any and All Proper Corporate Purposes in Montgomery's Discretion. in Particular, Montgomery Shall Be Entitled to Vote the Shares in Such Manner as Montgomery Deems Appropriate in Electing Directors, Officers, or Other Representatives of McGr, as Well as Authorizing Any and All Other Matters That Require Shareholder Approval. Montgomery May Exercise His Rights to Vote the Shares at Such Times and in Such Manners as Montgomery Deems Appropriate, Without the Necessity of Providing Notice to McGowen. This Proxy Shall Be and Remain in Effect Unless Revoked in Writing by Michael E. Montgomery. Dated Effective May 10, 2000 /S/ James P. McGowen James P. McGowen
12/34/56
