Exhibit 10.1 Assignment and Bill of Sale


EXHIBIT 10.1




ASSIGNMENT AND BILL OF SALE




THIS ASSIGNMENT AND BILL OF SALE, dated January 3, 2008, but effective as of 7:00 am of the same day is by and between Success Oil Co., Inc. whose address is 8306 Wilshire Blvd. Suite #566, Beverly Hills, Ca. 90211 (“Assignor”), and Firecreek Petroleum, Inc., a wholly owned subsidiary of EGPI Firecreek, Inc. whose address is 6564 Smoke Tree Lane, Scottsdale, Arizona 85253 (collectively, “Assignee”).




For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor shall sell, transfer, convey, assign and deliver to Assignee, and Assignee shall purchase from Assignor, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts, charges, hypothecations, or monetary encumbrances whatsoever or adverse claims, title defects or restrictions (each, a “Lien”) Assignor's right, title and interest in and to the well(s) located on, and at all depths from surface to at least 8500’ feet, and the leasehold estate of, the J. B. Tubb lease, as described in Exhibit "A" attached hereto, Ward County, Texas (the “Tubb Lease”), consisting of no less than a 75% working interest with a 56.25% net revenue interest, along with all lease equipment, tanks and all other equipment, appurtenances, fixtures and property of every kind and character, movable or immovable, now and in the future used in connection with operating the well(s): ALL of Assignor's right's and obligations existing under all contracts and agreements, including but not limited to, operating agreements, unitization agreements, pooling agreements, declarations of pooling or unitization, farmout agreements, assignments, tax partnerships, disposal agreements, injection agreements, gas sales contracts, gas processing contracts, and Paragraph 5 of that certain Assignment of April 9, 1992 from Amoco Production Company to Desert States Energy, Inc. Assignee has the duty to plug abandoned wells on said lease when required by law. A copy of all agreements described herein have been previously delivered by the Assignor to the Assignee; and




The purchase price paid for the Tubb Lease shall be reduced by any and all liabilities or Liens of attached to the Tubb Lease as determined on the closing date. Further, the Assignor agrees to deliver to Assignee all documents, if any, evidencing the release of any and all liabilities and Liens on the Tubb Lease.

ALL of Assignor’s rights, title and interest of every kind free and clear of all Liens in and to oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, to the extent produced from the well(s) and leasehold interest (all of the above being herein called the ‘Property”), to have and to hold unto Assignee, its successors and assigns forever.




Equipment List




The following is the current & present equipment list that Firecreek Petroleum, will acquire 75% ownership rights, on the J.B.Tubb property R.R.C. #33611. 2 (Two) 500 barrels metal tanks, 1(One) 500 barrel cement salt water tank- (open top), 1 (One) heater treater/oil & gas separator, all flow lines, on the north forty acres, well-heads, 2 (two) christmas tree valve systems on well-heads, 3 (Three) well heads, three wells (well-bores).











EXCEPT AS PROVIDED HEREIN ASSIGNOR MAKES NO EXPRESSED OR IMPLIED WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY, MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR ASSIGNEE’S INTENDED USE OR FOR ANY USE WHATSOEVER AS ASSIGNEE ACCEPTS THE PROPERTIES “AS IS”, “WHERE IS”, “WITH ALL FAULTS”, IN PRESENT CONDITION, STATE OF REPAIR OR PRODUCTION.




This instrument binds the parties and their successors and assigns.




			
	 
	ASSIGNOR:

	 

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	JERU MORGAN, PRESIDENT

	 

	 
	SUCCESS OIL CO., INC.

	 

	 
	 
	 

	STATE OF CALIFORNIA:

	 
	 

	 
	 
	 

	COUNTY OF___________

	 
	 

	 
	 
	 

	 
	The foregoing instrument was acknowledged before me on this date,


	 
	________________________________, by JERU MORGAN 


	 
	PRESIDENT OF SUCCESS OIL CO., INC.


	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	Notary Public, State of California







                                           

                                                                                                                                            










                                                                                                                                                                      







                                                  

                                                              




































































Exhibit “A”




Attached to and made part of that certain Assignment and Bill of Sale between Success Oil Co., Inc. ASSIGNOR, and Firecreek Petroleum, Inc. as ASSIGNEE.




J.B. TUBB “18-1”, being the W1/2 of the NW1/4 of Section 18, Block B-20, Public School Lands, Ward County, Texas, containing Forty (North 40) acres only.  Rights being assigned to area highlighted in yellow upper half of the left corner of section 18.