EXHIBIT 10.2
                              EGPI FIRECREEK, INC.

     NEITHER THIS WARRANT NOR THE COMMON STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,  PLEDGED OR
TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH
SECURITIES  UNDER THE ACT OR  UNLESS AN  EXEMPTION  FROM  SUCH  REGISTRATION  IS
AVAILABLE.

     Warrant                                            Date:

     4,000,000                                          January 30, 2006

                          EGPI FIRECREEK, INC.

                          Warrant Certificate

     EGPI FIRECREEK, INC., ("EGPI"),  certifies that, for value received, Steven
Antebi, or registered assigns (the "Holder"),  is the owner of a Warrant of EGPI
(the  "Warrant").  The Warrant  entitles the Holder to purchase from EGPI at any
time prior to the Expiration  Date (as defined below) up to 4,000,000  shares of
Common  Stock of EGPI.  This  Warrant is issued  pursuant  to an  Extension  and
Amendment  Agreement,  dated January 30, 2006 to a Corporate  Advisory Agreement
between  Steven  Antebi and EGPI.  The exercise  price for the Warrant  shall be
$0.05 per share of Common Stock (the "Exercise  Price").  The Warrant Holder has
paid $100 for this Warrant.



     1.    Vesting; Expiration Date; Exercise

     1.1   VESTING. The Warrant  granted hereunder shall be deemed fully vested,
i.e., become exercisable as of the date hereof.

     1.2   EXPIRATION DATE. The Warrant  shall  expire three (3) years from date
hereof (the  "Expiration  Date.") After the  Expiration  Date, the Warrant shall
expire and be of no further force or effect.

     1.3   MANNER OF EXERCISE. The Warrant is exercisable by delivery to EGPI of
the following (the "Exercise  Documents"):  (a) this  Certificate  (b) a written
notice of election to exercise the  Warrant;  and (c) by payment of the Exercise
Price in  cash,  by check in good  funds,  or by wire.  Within 5 days  following
receipt of the  foregoing,  EGPI shall execute and deliver to the Holder:  (a) a
certificate  or  certificates  representing  the  aggregate  number of shares of
Common  Stock  purchased  by the Holder,  and (b) if less than all of the shares
covered  by the  Warrant  evidenced  by this  Certificate  is  exercised,  a new
certificate evidencing the Warrant not so exercised shall be provided to Holder.


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     2.    Adjustments  of  Exercise  Price  and  Number  and Kind of Conversion
Shares

     2.1   In the event that EGPI shall at any time hereafter (a) pay a dividend
in Common Stock or securities  convertible  into Common Stock;  (b) subdivide or
split its outstanding  Common Stock;  (c) combine its  outstanding  Common Stock
into a smaller number of shares;  (d) spin-off to its  shareholders a subsidiary
or  operating-business  unit; then the number of shares to be issued immediately
after the  occurrence  of any such event  shall be  adjusted  so that the Holder
thereafter  may receive the number of shares of Common  Stock or the  equivalent
value it would have owned immediately  following such action if it had exercised
the Warrant  immediately  prior to such action and the  Exercise  Price shall be
adjusted to reflect such  proportionate  increases or decreases in the number of
shares.

     2.2   In case of any  reclassification of the outstanding  shares of Common
Stock  (other  than a change  covered  by Section  2.1 hereof or a change  which
solely  affects  the par value of such  shares)  or in the case of any merger or
consolidation  or merger in which  EGPI is not the  continuing  corporation  and
which  results  in  any  reclassification  or  capital   reorganization  of  the
outstanding  shares),  the  Holder  shall have the right  thereafter  (until the
Expiration  Date) to receive upon the exercise  hereof,  for the same  aggregate
Exercise Price payable  hereunder  immediately prior to such event, the kind and
amount of shares of stock or other  securities or property  receivable upon such
reclassification,  capital reorganization,  merger or consolidation, by a Holder
of the number of shares of Common  Stock  obtainable  upon the  exercise  of the
Warrant  immediately  prior  to such  event;  and if any  reclassification  also
results in a change in shares covered by Section 2.1, then such adjustment shall
be made pursuant to both this Section 2.2 and Section 2.1.

 The  provisions  of this  Section  2.2  shall  similarly  apply  to  successive
reclassifications,  capital reorganizations and mergers or consolidations, sales
or other transfers.

     3.    TRANSFER. Subject to compliance with applicable securities  laws, the
Warrant is transferable on the books of EGPI maintained for such purpose by EGPI
in person,  or by duly authorized  attorney,  upon surrender of this Certificate
properly  endorsed  and upon  payment  of any  necessary  transfer  tax or other
governmental charge imposed upon such transfer.  If less than all of the Warrant
evidenced by this Certificate is transferred,  EGPI will, upon transfer, execute
and  deliver to the  Holder a new  certificate  evidencing  the  Warrant  not so
transferred.

     4.    RESERVATION OF  SHARES. EGPI  shall  at all  times  reserve  and keep
available out of its authorized but unissued shares of Common Stock, such number
of shares of Common Stock as shall from time to time be issuable  upon  exercise
of the Warrant.  If at any time the number of authorized but unissued  shares of
Common Stock shall not be sufficient to permit the exercise of the Warrant, EGPI
shall  promptly  seek such  corporate  action as may  necessary  to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose.


<PAGE>

     5.    CERTIFICATE AS TO  ADJUSTMENTS. In each case of any adjustment in the
Exercise  Price,  or number  or type of shares  issuable  upon  exercise  of the
Warrant,  the Chief  Financial  Officer of EGPI shall compute such adjustment in
accordance with the terms of the Warrant and prepare a certificate setting forth
such  adjustment  and showing in detail the facts upon which such  adjustment is
based, including a statement of the adjusted Exercise Price. EGPI shall promptly
send (by facsimile and by either first class mail,  postage prepaid or overnight
delivery) a copy of each such certificate to the Holder.

     6.    LOSS OR MUTILATION.  Upon receipt of evidence reasonably satisfactory
to EGPI of the ownership of and the loss,  theft,  destruction  or mutilation of
this Certificate,  and of indemnity  reasonably  satisfactory to it, and (in the
case of mutilation)  upon surrender and  cancellation of the Warrant,  EGPI will
execute and deliver in lieu thereof a new Certificate of like tenor as the lost,
stolen, destroyed or mutilated Certificate.

     7.    Representations  and Warranties of EGPI hereby represents and Warrant
to Holder that:

     7.1   DUE AUTHORIZATION. All  corporate  action  on the part of  EGPI,  its
officers,  directors  and  shareholders  necessary  for (a)  the  authorization,
execution and delivery of, and the  performance of all obligations of EGPI under
this Warrant, and (b) the authorization,  issuance, reservation for issuance and
delivery of all of the Common Stock issuable upon exercise of this Warrant,  has
been duly taken. This Warrant  constitute a valid and binding obligation of EGPI
enforceable  in  accordance  with their terms,  subject,  as to  enforcement  of
remedies, to applicable bankruptcy, insolvency,  moratorium,  reorganization and
similar laws  affecting  creditors'  rights  generally and to general  equitable
principles.

     7.2

         ORGANIZATION.  EGPI is a corporation  duly organized,  validly existing
and in good standing under the laws of its  incorporation  and has all requisite
corporate  power to own,  lease and  operate  its  property  and to carry on its
business as now being conducted and as currently proposed to be conducted.

     7.3

         VALID  ISSUANCE  OF  STOCK.  Any  shares of Common  Stock  issued  upon
exercise of this  Warrant  will be duly and  validly  issued,  fully  paid,  and
non-assessable.

     7.4    GOVERNMENTAL    CONSENTS.    All   consents,    approvals,   orders,
authorizations  or registrations,  qualifications,  declarations or filings with
any  federal or state  governmental  authority  on the part of EGPI  required in
connection with the  consummation of the transactions  contemplated  herein have
been obtained.

     8.    NOTICES OF RECORD DATE.
In case:


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     8.1   EGPI shall take a record of the holders of its Common Stock (or other
stock or securities at the time  receivable  upon the exercise of this Warrant),
for the purpose of entitling them to receive any dividend or other distribution,
or any right to  subscribe  for or purchase  any shares of stock of any class or
any other securities or to receive any other right; or

     8.2

         of  any   consolidation   or  merger  of  EGPI  with  or  into  another
corporation,  any capital  reorganization of EGPI, any  reclassification  of the
capital stock of EGPI,  or any  conveyance  of all or  substantially  all of the
assets of EGPI to another  corporation  in which  holders of EGPI's stock are to
receive stock, securities or property of another corporation; or

     8.3   of any voluntary dissolution, liquidation or winding-up of EGPI; or

     8.4   of any  redemption  or conversion  of all  outstanding  Common Stock;
then, and in each such case,  EGPI will mail or cause to be mailed to the Holder
a notice specifying, as the case may be, (a) the date on which a record is to be
taken for the purpose of such dividend,  distribution  or right, or (b) the date
on  which  such   reorganization,   reclassification,   consolidation,   merger,
conveyance, dissolution, liquidation, winding-up, redemption or conversion is to
take  place,  and the time,  if any is to be fixed,  as of which the  holders of
record  of  Common  Stock  or  (such  stock  or  securities  as at the  time are
receivable  upon the  exercise of this  Warrant),  shall be entitled to exchange
their shares of Common Stock (or such other stock or securities), for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, conveyance, dissolution, liquidation or winding-up. EGPI
shall use all  reasonable  efforts to ensure such notice  shall be  delivered at
least 15 days prior to the date therein specified.

     9.    SEVERABILITY.  If any term, provision, covenant or restriction of the
Warrant is held by a court of  competent  jurisdiction  to be  invalid,  void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of the Warrant  shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

     10.   NOTICES.  All notices,  requests,  consents and other  communications
required  hereunder shall be in writing and by first class mail or by registered
or certified mail, postage prepaid, return receipt requested, and (other than in
connection  with the exercise of the Warrant)  shall be deemed to have been duly
made when received or, if sent  registered or certified mail,  postage  prepaid,
return receipt  requested,  on the third day following  deposit in the mails: if
addressed  to the  Holder,  at the last  address of such  Holder on the books of
EGPI; and if addressed to EGPI at EGPI  FIRECREEK,  INC.,  6554 Smoke Tree Lane,
Scottsdale,  Arizona 85253, Attention: Dennis Alexander or such other address as
it may designate in writing.

     11.   NO  RIGHTS  AS  SHAREHOLDER.  The  Holder  shall  have no rights as a
shareholder  of EGPI with respect to the shares  issuable  upon  exercise of the
Warrant  until the receipt by EGPI of all of the Exercise  Documents.  Except as
may be provided by Section 2 of this  Certificate,  no adjustment  shall be


<PAGE>

made for dividends  (ordinary or extraordinary,  whether in cash,  securities or
other  property) or  distributions  or other rights for which the record date is
prior to the date EGPI receives all of the Exercise Documents.

     EGPI FIRECREEK, INC.





     By: /s/ DENNIS ALEXANDER
        ------------------------------------                                Its:
        Dennis Alexander
        Chairman and CFO


<PAGE>



                           EXHIBIT "A" -TO THE WARRANT

                               NOTICE OF EXERCISE

     (To be signed only upon exercise of the Warrant)

     To:

         EGPI FIRECREEK, INC.

     The  undersigned  hereby  elects to  purchase  shares of Common  Stock (the
"Warrant Shares") of EGPI FIRECREEK, INC. ("EGPI"), pursuant to the terms of the
enclosed  warrant  certificate  (the  "Certificate").  The  undersigned  tenders
herewith payment of the exercise price pursuant to the terms of the Certificate.

     The undersigned  hereby represents and Warrant to, and agrees with, EGPI as
follows:

     1.    Holder is  acquiring  the  Warrant  Shares for its own  account,  for
investment purposes only.

     2.    Holder  understands that an investment in the Warrant Shares involves
a high degree of risk, and Holder has the financial ability to bear the economic
risk of this investment in the Warrant Shares, including a complete loss of such
investment.  Holder has adequate  means for providing for its current  financial
needs and has no need for liquidity with respect to this investment.

     3.    Holder has such  knowledge  and  experience in financial and business
matters that it is capable of  evaluating  the merits and risks of an investment
in the Warrant Shares and in protecting its own interest in connection with this
transaction.

     4.    Holder  understands  that the Warrant Shares have not been registered
under the Securities Act or under any state securities laws.  Holder is familiar
with  the  provisions  of  the  Securities  Act  and  Rule  144  thereunder  and
understands  that the  restrictions on transfer on the Warrant Shares may result
in Holder being required to hold the Warrant Shares for an indefinite  period of
time.

     5.    Holder agrees not to sell, transfer,  assign, gift, create a security
interest   in,  or   otherwise   dispose  of,  with  or  without   consideration
(collectively,  "Transfer")  any of the  Warrant  Shares  except  pursuant to an
effective  registration  statement under the Securities Act or an exemption from
registration.  As a further condition to any such Transfer,  except in the event
that such Transfer is made pursuant to an effective registration statement under
the Securities Act, if in the reasonable opinion of counsel to EGPI any Transfer
of the Warrant Shares by the contemplated transferee thereof would not be exempt
from the  registration  and prospectus  delivery  requirements of the Securities
Act,  EGPI may  require  the  contemplated  transferee  to furnish  EGPI with an
investment  letter  setting  forth such  information  and  agreements  as may be
reasonable  requested by EGPI to ensure  compliance by such  transferee with the
Securities Act.

     Each  certificate  evidencing  the Warrant  Shares will bear the  following
legend:


<PAGE>

     "THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY APPLICABLE  STATE SECURITIES
LAWS AND MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

     Number of Warrant Exercised:
                                 ----------------
     Dated:

     [Name]