SECURITIES
EXCHANGE AGREEMENT

     

    THIS
SECURITIES EXCHANGE  AGREEMENT (the “AGREEMENT”), dated as of
September _____, 2010, by and among EGPI FIRECREEK, INC., a Nevada corporation,
located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 (the
“PURCHASER”), WADE CLARK, an individual who resides at the address indicated on
the signature page hereof (“WADE”), DAVID SHEPARD, an individual who resides at
the address on the signature page hereof (“DAVID”) and the other individuals
listen on Exhibit A, residing at the locations listed on Exhibit A, who together
are hereinafter sometimes referred to individually as a “SELLER” and
collectively as, the “SELLERS”), and TERRA TELECOM, LLC, an Oklahoma limited
liability company, located at 4510 South 86th East Ave, Tulsa, Oklahoma, 74145
(the “Company”), (the Sellers, the Purchaser, and the Company are collectively
referred to herein as the “PARTIES”).

     

    RECITALS

     

    A.           The
Sellers own all of the issued and outstanding ownership interests of the Company
and desire to exchange  all of their interests in the Company for
Preferred Stock of Purchaser as set forth herein (the “Preferred Stock” or the
“Securities”).

     

    B.           The
Parties are executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of
Regulation D (“Regulation D”) as promulgated by the United States
Securities and Exchange Commission (the “SEC”) under the 1933 Act.

     

    C.           The
Purchaser has authorized a new series of convertible preferred stock of the
Purchaser designated as Series D Cumulative Preferred Stock, the terms of which
are set forth in the certificate of designation for such series of
preferred stock (the “Certificate of Designations”) in the form attached
hereto as Exhibit B (together with any convertible Preferred Stock issued
in replacement thereof in accordance with the terms thereof, the “Preferred
Stock”), which Preferred Stock shall be convertible into the Purchaser’s common
stock, par value $0.001 per share (the “Common Stock”), in accordance with the
terms of the Certificate of Designations.

     

    D.           In
exchange for each of the Sellers’ ownership interest in the Company which in the
aggregate equal 100%, the Sellers’ shall each acquire upon the terms and
conditions stated in this Agreement, (i) that aggregate number of shares of
Preferred Stock set forth opposite such person’s name in column (3) on the
Schedule of Buyers attached hereto as Exhibit A (which aggregate number of
Preferred Stock for the Sellers’ shall be convertible up to 60,000,000 shares of
Common Stock of the Purchaser, being referred to herein as the “Conversion
Shares”).

     

    E.           Contemporaneously
with the execution and delivery of this Agreement and in consideration for the
issuance of the Preferred Shares, the Sellers’ shall transfer 100% of the
unencumbered ownership interest in the Company owned by each of them, upon the
terms and conditions set forth herein.

     

    NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual
representations, warranties, covenants and agreements contained herein and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
1        EXCHANGE OF SECURITIES


     

    1.1          PURCHASE
AND SALE.  Subject
to the terms and conditions of this Agreement, the Sellers agree to exchange all
of the outstanding ownership interests of the Company (“MEMBER UNITS” or “UNITS”
or “SHARES”) for the Preferred Stock.

     

    1.2           PREFFERED
STOCK. 


     

    1.2.1           In
exchange for each of Wade’s and David’s unencumbered ownership interest in the
Company, each of The Sellers’ shall acquire that aggregate number of shares
of Preferred Stock set forth opposite such person’s name in column (3) on
the Schedule of Buyers, which aggregate number of Preferred Shares is
hereinafter referred to as the “CONSIDERATION”. The Preferred Shares will be
non-voting, convertible into Common Stock of the Purchaser (after giving effect
to the 1 for 40 reverse stock split described in Schedule 1.2.1) upon the
triggering events described therein, but shall include at a minimum terms and
conditions as follows:

    


    (a)           FIRST
CONVERSION DATE, January 1, 2013 (“FIRST CONVERSION DATE”) at Ten Cents ($0.10)
per share subject to performance criteria of the Company of an average of the
two previous calendar years, prior to the First Conversion Date, of Twenty
Million US Dollars ($20,000,000.00) in revenue and an average of the two
previous calendar years, prior to the First Conversion Date, of Two Million US
Dollars ($2,000,000.00) in EBITDA.

     

    (b)           If
the performance criteria in section (a) above is not met for the First
Conversion Date, then on January 1, 2014 (“SECOND CONVERSION DATE”) the
Preferred Shares are convertible at Ten Cents ($0.10) per share if the following
performance criteria of the Company is met for the calendar year ending in
2013:

     

    (1)           Thirty
Million US Dollars ($30,000,000.00) in revenue,

     

    (2)           Three
Million US Dollars ($3,000,000.00) in EBITDA.

     

    (c)           If
the Preferred Shares have not been converted by the First Conversion Date or the
Second Conversion Date, then on January 2, 2014 the conversion prices changes to
Twenty Cents ($0.20) per share,

     

    (d)           If
not converted, the Preferred Shares shall expire on January 1,
2015.

     

    (e)           All
determinations made hereunder shall be made an independent certified public
accountant acceptable to all Parties the cost of which shall be split equally
between the Purchaser and the Sellers.

     

    ARTLICE
2       REPRESENTATIONS AND WARRANTIES
APPLICABLE TO THE SELLERS’

     

    
      	
              2.1

            	
              The
      Sellers’ each represent and warrant
that:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              a)

            	
              No Public Sale or
      Distribution. Each of The Sellers’ is acquiring the Preferred
      Stock, and upon conversion of the Preferred Stock will acquire the
      Conversion Shares, in each case, for his own account and not with a view
      towards, or for resale in connection with, the public sale or distribution
      thereof, except pursuant to sales registered or exempted under the 1933
      Act; provided, however, that by making the representations
      herein,  The Sellers’  do not agree to hold any of the
      Preferred Stock for any minimum or other specific term and reserves the
      right to dispose of the Preferred Stock at any time in accordance with or
      pursuant to a registration statement or an exemption under the 1933 Act.
      Neither Wade nor David is not a broker-dealer registered, or required to
      be registered, with the SEC under the 1934 Act. Neither Wade nor David is
      acquiring the Preferred Stock hereunder in the ordinary course of its
      business. Neither Wade nor David does presently have any agreement or
      understanding, directly or indirectly, with any Person to distribute any
      of the Preferred Stock.

            


    

    


    
      	
               
      

            	
              b)

            	
              Accredited Investor
      Status. The Sellers’ are each an “accredited investor” as that term
      is defined in Rule 501(a) of Regulation
  D.

            


    

    


    
      	
               
      

            	
              c)

            	
              Reliance on
      Exemptions. The Sellers’ understand that the Preferred Stock are
      being offered and sold in reliance on specific exemptions from the
      registration requirements of United States federal and state securities
      laws and that the Purchaser is relying in part upon the truth and
      accuracy of and The Sellers’’s compliance with the representations,
      warranties, agreements, acknowledgments and understandings set forth
      herein in order to determine the availability of such exemptions and the
      eligibility of The Sellers’ to acquire the Preferred
  Stock.

            


    

    


    
      	
               
      

            	
              d)

            	
              Information.
      The Sellers’ and their advisors, if any, have been furnished with all
      materials relating to the business, finances and operations of the
      Purchaser and materials relating to the offer and sale of the Preferred
      Stock which have been requested. The Sellers’ and their advisors, if any,
      have been afforded the opportunity to ask questions of the Purchaser.
      Neither such inquiries nor any other due diligence investigations
      conducted by Wade or David or their advisors, if any, or their
      representatives shall modify, amend or affect either Wade or David’s right
      to rely on the Purchaser’s representations and warranties contained
      herein. The Sellers’ understand that investment in the Preferred Stock
      involves a high degree of risk. The Sellers’ have sought such accounting,
      legal and tax advice as each has considered necessary to make an informed
      investment decision with respect to its acquisition of the Preferred
      Stock.

            


    

    


    
      	
               
      

            	
              e)

            	
              No Governmental
      Review. The Sellers’ understand that no United States federal or
      state agency or any other government or governmental agency has passed on
      or made any recommendation or endorsement of the Preferred Stock or the
      fairness or suitability of the investment in the Preferred Stock nor have
      such authorities passed upon or endorsed the merits of the offering of the
      Preferred Stock.

            


    

    


    
      	
               
      

            	
              f)

            	
              Transfer or
      Resale. The Sellers’ understand that: (i) the Preferred Stock
      have not been and are not being registered under the 1933 Act or any state
      securities laws, and may not be offered for sale, sold, assigned or
      transferred unless (A) subsequently registered thereunder,
      (B) The Sellers’ shall have delivered to the Purchaser an opinion of
      counsel, in a generally acceptable form, to the effect that such Preferred
      Stock to be sold, assigned or transferred may be sold, assigned or
      transferred pursuant to an exemption from such registration, or
      (C) The Sellers’ provide the Purchaser with reasonable assurance that
      such Preferred Stock can be sold, assigned or transferred pursuant to
      Rule 144 or Rule 144A promulgated under the 1933 Act, as
      amended, (or a successor rule thereto) (collectively,
      “Rule 144”); (ii) any sale of the Preferred Stock made in
      reliance on Rule 144 may be made only in accordance with the
      terms of Rule 144 and further, if Rule 144 is not applicable,
      any resale of the Preferred Stock under circumstances in which the seller
      (or the Person (as defined in Section 3(s)) through whom the sale is
      made) may be deemed to be an underwriter (as that term is defined in
      the 1933 Act) may require compliance with some other exemption under
      the 1933 Act or the rules and regulations of the SEC thereunder; and
      (iii) neither the Purchaser nor any other Person is under any
      obligation to register the Preferred Stock under the 1933 Act or any state
      securities laws or to comply with the terms and conditions of any
      exemption thereunder.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              g)

            	
              Legends. The
      Sellers’ understand that the certificates or other instruments
      representing the Preferred Stock and, the stock certificates representing
      the Conversion Shares shall bear any legend as required by the “blue sky”
      laws of any state and a restrictive legend in substantially the following
      form (and a stop-transfer order may be placed against transfer
      of such stock certificates):

            


    

    


    [NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE
SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE
BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN
OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR 144A
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE
PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

    


    The
legend set forth above shall be removed and the Purchaser shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, if, unless otherwise required by state securities laws, (i) such
Securities are registered for resale under the 1933 Act, (ii) in connection
with a sale, assignment or other transfer, such holder provides the Purchaser
with an opinion of counsel, in a generally acceptable form, to the effect that
such sale, assignment or transfer of the Securities
may be made without registration under the applicable requirements of the
1933 Act, or (iii) such holder provides the Purchaser with reasonable
assurance that the Securities can be sold, assigned or transferred pursuant to
Rule 144 or Rule 144A.

    


    
      	
               
      

            	
              h)

            	
              Validity;
      Enforcement. This Agreement has been duly and validly authorized,
      executed and delivered on behalf of The Sellers’ and shall constitute the
      legal, valid and binding obligations of each enforceable against each in
      accordance with their respective terms, except as such enforceability
      may be limited by general principles of equity or applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation and other
      similar laws relating to, or affecting generally, the enforcement of
      applicable creditors’ rights and
remedies.

            


    

    


    
      	
               
      

            	
              i)

            	
              No Conflicts.
      The execution, delivery and performance by The Sellers’ of this Agreement
      and the consummation of the transactions contemplated hereby and thereby
      will not (i) conflict with, or constitute a default (or an event
      which with notice or lapse of time or both would become a default under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement, indenture or instrument to which such Wade
      or David is a party), (iii) result in a violation of any law, rule,
      regulation, order, judgment  or decree (including federal and state
      securities laws) applicable to Wade or David, except in the case of
      clauses (ii) and (iii) above, for such conflicts, defaults,
      rights or violations which would not, individually or in the aggregate,
      reasonably be expected to have a material adverse effect on the ability of
      Wade or David to perform its obligations
  hereunder.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              j)

            	
              Residency. The
      Sellers’ are each a resident of that jurisdiction specified below in its
      address on the Schedule of
Buyers.

            


    

    


    
      	
               
      

            	
              k)

            	
              Certain Trading
      Activities. Neither Wade nor David has directly or indirectly, nor
      has any Person acting on behalf of or pursuant to any understanding with
      either, engaged in any transactions in the securities of the Purchaser
      (including without limitation, any Short Sales involving the Purchaser’s
      securities) since the time that The Sellers’ were first contacted by the
      Purchaser regarding an investment in the Purchaser. The Sellers’ covenant
      that neither it nor any Person acting on its behalf or pursuant to any
      understanding with it will engage in any transaction in the securities of
      the Purchaser (including Short Sales) prior to the time that the
      transactions contemplated by this Agreement are publicly disclosed
      pursuant to Section 4(i). Short Sales include, without limitation,
      all “short sales” as defined in Rule 200 promulgated under Regulation
      SHO under the 1934 Act and all types of direct and indirect stock pledges,
      forward sale contracts, options, puts, calls, swaps and similar
      arrangements (including on a total return basis), and sales and other
      transactions through non-US broker dealers or foreign regulated
      brokers.

            


    

    


    
      	
               
      

            	
              l)

            	
              General
      Solicitation. Neither Wade nor David are purchasing the Securities
      as a result of any advertisement, article, notice or other communication
      regarding the Securities published in any newspaper, magazine or similar
      media or broadcast over television or radio or presented at any
      seminar.

            


    

     

    ARTICLE
3       REPRESENTATIONS AND WARRANTIES OF THE
SELLERS AND THE COMPANY

     

    The
Sellers, jointly and severally, and the Company, to the best of their knowledge,
hereby represent and warrant to the Purchaser as of the date hereof and in all
material respects as of the Closing Date that:

     

    
      3.1 
COMPANY
ORGANIZATION.  The
Company is a limited liability company duly organized, validly existing and in
good standing under the laws of Oklahoma with full corporate power and authority
to carry on its business as it is now being conducted and proposed to be
conducted, and to own, operate and lease its properties and assets. The Company
is duly qualified or licensed to do business in good standing in each of the
jurisdictions listed on SCHEDULE 3.1 hereto.

    

     

    
      3.2 
SUBSIDIARIES
AND AFFILIATES. Other
than as set forth on SCHEDULE 3.2, the Company has no
Subsidiaries.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.3

            	
              OWNERSHIP.
      The entire ownership of the Company consists of One Hundred (100)
      Membership Units with $10.00 value per unit, of which 100 units are
      issued and outstanding, and all of which are owned by the Sellers. All
      outstanding Membership Units having been validly issued and are fully paid
      and non-assessable, with no personal liability or preemptive rights
      attaching to the Membership Units thereof. No instruments of any kind
      exist which are convertible into additional Membership Units of the
      Company, nor do any outstanding options, warrants, rights, calls,
      commitments, plans, or other arrangements or agreements of any character
      exist providing for the purchase or issuance of any additional Membership
      Units of the Company.

            


    

     

    
      3.4 
COMPANY
RECORDS. The
minutes of the directors and owners of the Company made available to the
Purchaser are correct in all material respects.

    

     

    
      3.5 
AUTHORIZATION. The
Sellers have full power and authority to enter into this Agreement and the
agreements contemplated hereby and to deliver the Member Units and the documents
evidencing such Member Units to the Purchaser as provided for herein, free and
clear of all Liens. The execution, delivery and performance of this agreement
and all other agreements and transactions contemplated hereby have been duly
authorized by the directors and shareholders of the Company and no other
corporate proceedings on its part are necessary to authorize this Agreement and
the transactions contemplated hereby.

    

     

    
      3.6 
NO
VIOLATION. Other
than as set forth in SCHEDULE 3.6, the execution and delivery by the Sellers and
the Company of this Agreement, and all other agreements contemplated hereby, and
the fulfillment of and compliance with the respective terms hereof and thereof
by the Sellers and the Company do not and will not (a) conflict with or result
in a material breach of the material terms, conditions or provisions of or
constitute a material default or event of default under (with due notice, lapse
of time or both) of any material contract to which either the Company or the
Sellers is a party; (b) or result in the creation of any Lien upon any of the
Sellers’ assets or the Company’s ownership or assets; (c) give any third party
the right to accelerate any material obligations of either the Sellers or the
Company; (d) result in a violation of or require any authorization,
consent, approval, exemption or other action by or notice to any court or
Authority pursuant to, the charter or bylaws of the Company, or any Regulation,
Order or Contract to which the Sellers, the Company or their respective
properties are subject, except where such breach, default, Lien, acceleration,
violation or required action would not have a Material Adverse Effect. The
Sellers will materially comply with all applicable Regulations and Orders in
connection with the execution, delivery and performance of this Agreement and
the transactions contemplated hereby.

    

     

    3.7. 
FINANCIAL STATEMENTS.  Unaudited year-end balance sheets and
statements of operations of the Company as of December 31, 2008 and December 31,
2009 and unaudited balance sheets for the period commencing January 1, 2010 and
ending July 31, 2010 (the “FINANCIAL STATEMENT DATE”) and unaudited statements
of operations for the seven (7) month period then ended (collectively, the
“FINANCIAL STATEMENTS”) have been delivered to the Purchaser, and are attached
to SCHEDULE 3.7. Except as set forth on SCHEDULE 3.7 or in the notes or
Schedules to the Financial Statements, such balance sheets and the notes thereto
fairly present, in all material respects, the financial position of the Company
as at the respective dates thereof, and such Financial Statements (a) fairly
present, in all material respects, the results of operations for the periods
therein referred to, and Sellers are not aware of any material modifications
that should be made to the Financial Statements in order for such statements to
be in conformity with GAAP (except as stated therein or in the notes thereto)
applied on a consistent basis; (b) fairly present, in all material respects, the
financial condition of the Company at the respective date of, and for the period
covered by such statements; and (c) are in accordance, in all material respects,
with the required or permitted statutory accounting requirements or practices
applied on in accordance with the accounting policies historically followed by
the Company under the laws of the State of Oklahoma. Since the Financial
Statement Date, no change has occurred in the condition of the Company as shown
in the Financial Statements which has or could reasonably be expected to have a
Material Adverse Effect. The Company is responsible for the cost/expenses
associated with the required financial audits for the years ended December 31,
2008 and 2009 and the nine month interim period ending September 30,
2010.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      3.8 
EMPLOYEES.
 SCHEDULE
3.8 lists all employees of the Company whose annual base salary exceeds $100,000
per year. The Company has been for the past four (4) years, and currently is, in
material compliance with all Federal, State and local Regulations or Orders
affecting employment and employment practices of such Company (including those
Regulations promulgated by the Equal Employment Opportunity Commission),
including terms and conditions of employment and wages and hours. At the
Closing, the Company will have no obligation to make any payment to any of past
or present employees, officers or directors or independent contractors except as
to those individuals described in SCHEDULE 3.8, other than compensation paid in
the ordinary course of business.

    

     

    
      3.9 
ABSENCE
OF CERTAIN CHANGES. Since
the Financial Statement Date, there has not been (a) any Material Adverse
Change; (b) any damage, destruction or loss, whether covered by insurance or
not, having a Material Adverse Effect, with regard to the Company’s properties
and businesses; (c) any declaration, setting aside or payment of any dividend or
distribution (whether in cash, stock or property) in respect of the Company’s
ownership, or any redemption or other acquisition of such ownership by the
Company; (d) any material increase in the compensation payable to or to become
payable by the Company to its officers or employees or any adoption of or
increase in any bonus, insurance, pension or other employee benefit plan,
payment or arrangement made to, for or with any such officers or employees or
any Affiliate of the Company; (e) any entry into any material Contract not in
the ordinary course of business, including without limitation any borrowing or
capital expenditure; or (f) any change by the Company in accounting methods or
principles, except as listed in SCHEDULE 3.9.

    

     

    
      	
              3.10

            	
              CONTRACTS.

            


    

     

    
      	
              3.10.1

            	
              Except
      as expressly contemplated by this Agreement or as set forth on SCHEDULES
      3.10.1 (a)-(m) hereto, as of the Closing Date, the Company is not a party
      to any written or oral:

            


    

     

    
      	
              3.10.1.1

            	
              pension,
      profit sharing, ownership purchase or other plan providing for deferred or
      other compensation to employees or any other employee benefit plan, or any
      Contract with any labor union, except as listed in SCHEDULE 3.10.1
      (a);

            


    

     

    
      	
              3.10.1.2

            	
              Contract
      for the employment of any officer, individual employee or other person on
      a full-time, part-time, consulting or other basis or Contract relating to
      loans to officers, directors or
Affiliates;

            


    

     

    
      	
              3.10.1.3

            	
              Contract
      relating to the borrowing of money or the mortgaging, pledging or
      otherwise placing a Lien on any asset owned by the
  Company;

            


    

     

    
      	
              3.10.1.4

            	
              Guarantee
      of any obligation;

            


    

     

    
      	
              3.10.1.5

            	
              Contract
      under which the Company has advanced or loaned any Person
      money;

            


    

     

    
      	
              3.10.1.6

            	
              Contract
      under which the Company is lessee of or holds or operates any property,
      real or personal, owned by any other party, other than equipment leases
      entered into in the ordinary course of
business;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.10.1.7

            	
              Contract
      under which the Company is lessor of or permits any third party to hold or
      operate any property, real or personal, owned or controlled by the
      Company;

            


    

     

    
      	
              3.10.1.8

            	
              Contract
      or group of related Contracts with the same party or group of affiliated
      parties the performance of which involves a consideration in excess of
      $50,000 in the aggregate, excluding any purchase orders in the ordinary
      course of business;

            


    

     

    
      	
              3.10.1.9

            	
              assignment,
      license, indemnification or Contract with respect to any intangible
      property (including, without limitation, any Proprietary Rights), other
      than software licenses in the ordinary course of
  business;

            


    

     

    
      	
              3.10.1.10

            	
              Contract
      prohibiting it from freely engaging in any business or competing anywhere
      in the present geographic location;

            


    

     

    
      	
              3.10.1.11

            	
              Contract
      for the purchase, acquisition or supply of property and assets, whether
      for resale or otherwise, other than purchase orders or value-added
      reseller agreements entered into in the ordinary course of
      business;

            


    

     

    
      	
              3.10.1.12

            	
              Contracts
      providing for “take or pay” or similar unconditional purchase or payment
      obligations; or

            


    

     

    
      	
              3.10.1.13

            	
              any
      other contract which is material to its operations and business prospects
      or involves a consideration in excess of $50,000 annually, excluding any
      purchase orders in the ordinary course of
  business.

            


    

     

    
      
        	
                3.10.2

              	
                The
      Company has performed in all material respects all material obligations
      required to be performed by it and is not in default in any material
      respect under or in material breach of nor in receipt of any claim of
      material default or breach under any Contract to which the Company is
      subject; no event has occurred which with the passage of time or the
      giving of notice or both would result in a material default, breach or
      event of noncompliance under any Contract to which the Company is subject;
      the Company has no present expectation or intention of not fully
      performing all of its material contractual obligations; and the Company
      has no knowledge of any material breach or anticipated breach by the other
      parties to any Contract to which it is a
party.

              


      

    

     

    
      3.11       
BROKERAGE. No
broker, agent or finder has rendered services to the Sellers or the Company in
connection with the transactions contemplated under this
Agreement.

    

     

    
      3.12       
TITLE AND
RELATED MATTERS.  Except
as set forth in SCHEDULE 3.12 hereto, the Company has good and marketable title
to all of the properties and assets reflected in the Financial Statements
(except for properties and assets sold since the Financial Statement Date in the
ordinary course of business), free and clear of all Liens, except (a) statutory
Liens not yet delinquent; (b) such imperfections or irregularities of title,
Liens, easements, charges or encumbrances as do not detract from or interfere
with the present use of the properties or assets subject thereto or affected
thereby, otherwise impair present business operations at such properties; or do
not detract from the value of such properties and assets, taken as a whole; or
(c) Liens reflected in the Financial Statements or the notes
thereto.

    

     

    3.13           LITIGATION.
There is no Claim pending or threatened against the Company which, if adversely
determined, would have a Material Adverse Effect, nor is there any Order
outstanding against the Company which has, or could reasonably be expected to
have, a Material Adverse Effect, except as listed in SCHEDULE 3.13.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.14

            	
              TAX
      MATTERS.

            


    

     

    
      	
              3.14.1

            	
              The
      Company has filed all federal, tax reports, returns, information returns
      and other documents that the Company reasonably believed were required to
      be filed and has filed state and local tax reports, returns, information
      returns in the jurisdictions listed on SCHEDULE 3.14.1 (collectively the
      “TAX RETURNS”) that the Company reasonably believed were required to be
      filed and has duly paid or accrued on the Financial Statements all
      relevant taxes, including without limitation income, premium, gross
      receipts, net proceeds, alternative or add-on minimum, ad valorem, value
      added, turnover, sales, use, property, personal property (tangible and
      intangible), stamp, leasing, lease, user, excise, duty, franchise,
      transfer, license, withholding, payroll, employment, fuel, excess profits,
      occupational and interest equalization, windfall profits, severance and
      other charges (including interest and penalties) (collectively, the
      “TAXES”) due, claimed to be due or which the Company reasonably believes
      may be due by federal, state, or local authorities (collectively, the
      “TAXING AUTHORITIES”). All Taxes which the Company reasonably believed are
      required or anticipated to be paid for all periods prior to and including
      the Closing Date have been paid or fully reserved against in accordance
      with the Company’s method of accounting, except as provided in SCHEDULE
      3.14.1(a) hereto. The Purchaser shall enter into an Idemnification
      Agreement, attached hereto as Exhibit C, for the payroll taxes with
      penalties and interest associated with the unpaid taxes for the fourth
      quarter of calendar year 2008 and the first quarter of calendar year 2009.
      All Taxes which the Company reasonably believed are required to be
      withheld or collected by the Company have been duly withheld or collected
      and, to the extent reasonably believed required, have been paid to the
      proper Taxing Authority or properly segregated or deposited as required by
      applicable laws. There are no Liens for Taxes upon any property or assets
      of the Company except for liens for Taxes not yet due and payable. The
      Company has not executed a waiver of the statute of limitations on the
      right of the Internal Revenue Service or any other Taxing Authority to
      assess additional Taxes or to contest the income or loss with respect to
      any Tax Return. The basis of any depreciable assets, and the methods used
      in determining allowable depreciation (including cost recovery), of the
      Company is reasonable and is not in material violation of the Internal
      Revenue Code of 1986, as amended, and the regulations thereunder (the
      “CODE”).

            


    

     

    
      	
              3.14.2

            	
              No
      issues have been raised that are currently pending by any Taxing Authority
      in connection with any Tax Returns. No material issues have been raised in
      any examination by any Taxing Authority with respect to the Company which,
      by application of similar principles, reasonably could be expected to
      result in a proposed deficiency for any other period not so examined.
      There are no unresolved issues or unpaid deficiencies relating to such
      examinations, except as listed in SCHEDULE
  3.14.2.

            


    

     

    
      	
              3.14.3

            	
              The
      Company is not subject to any joint venture, partnership or other
      arrangement or Contract which is treated as a partnership for federal
      income tax purposes. The Company is not a party to any tax sharing
      agreement.

            


    

     

    
      	
              3.14.4

            	
              The
      Company is not a “consenting Company” within the meaning of Section
      341(f)(1) of the Code, or comparable provisions of any state statutes, and
      none of the assets of the Company is subject to an election under Section
      341(f) of the Code or comparable provisions of any state
      statutes.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.14.5

            	
              The
      Company is not and will not be required to recognize after the Closing
      Date any taxable income in respect of accounting method adjustments
      required to be made under the Tax Reform Act of 1986 or the Revenue Act of
      1987.

            


    

     

    
      	
              3.14.6

            	
              None
      of the assets of the Company constitutes tax-exempt bond financed property
      or tax-exempt use property within the meaning of Section 168 of the Code,
      and none of the assets of the Company are subject to a lease, safe harbor
      lease or other arrangement as a result of which the Company is not treated
      as the owner for federal income tax
purposes.

            


    

     

    
      	
              3.14.7

            	
              The
      Company has not made or become obligated to make, and will as a result of
      any event connected with the Closing become obligated to make, any “excess
      parachute payment” as defined in Section 280G of the Code (without regard
      to subsection (b)(4) thereof).

            


    

     

    
      	
              3.14.8

            	
              Tax
      Sharing Agreements. The Company is not a party to any Tax Sharing
      Agreement.

            


    

     

    
      	
              3.14.9

            	
              Returns
      and Reports. The Company shall file all Tax Returns and reports with
      respect to Taxes which are required to be filed on or before the Closing
      Date for Tax periods ending on or before the Closing Date (a “PRE-CLOSING
      TAX RETURN”) and shall pay all amounts shown to be due on such Pre-Closing
      Tax Returns to the appropriate taxing
authority.

            


    

     

    
      	
              3.14.10

            	
              Tax
      Books and Records. The Purchaser and the Sellers shall furnish or cause to
      be furnished to each other, upon request, as promptly as practicable, such
      information (including access of books and records) and assistance
      relating to the Company as is reasonably necessary for the filing of any
      return or report, for the preparation for any audit, and for the
      prosecution or defense of any claim relating to any proposed adjustment or
      refund Claim.

            


    

     

    
      3.15        COMPLIANCE
WITH LAW AND APPLICABLE GOVERNMENT. The
Company is presently in material compliance in respect of its operations,
practices, real property, plants, structures, and other property, and all other
aspects of its business, with all applicable and material Regulations and
Orders, including, but not limited to, all material Regulations relating to the
safe conduct of business, environmental protection, quality and labeling,
antitrust, Taxes, consumer protection, equal opportunity, discrimination,
health, sanitation, fire, zoning, building and occupational safety except where
such failure or failures would not be reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect. There are no Claims pending or
threatened against the Company, nor has the Company received any written notice,
regarding any violations of any Regulations and Orders enforced by any Authority
claiming jurisdiction over the Company including any requirement of OSHA or any
pollution and environmental control agency (including air and
water).

    

     

    
      3.16        
ERISA AND
RELATED MATTERS.  Except
as set forth on SCHEDULE 3.16 hereto, the Company is not a party to or
participates in or have any liability or contingent liability with respect
to:

    

     

    
      	
              3.16.1

            	
              any
      “employee welfare benefit plan,” “employee pension benefit plan” or
      “multiemployer plan” (as those terms are respectively defined in Sections
      3(1), 3(2) and 3(37) of the Employee Retirement Income Security Act of
      1974, as amended (“ERISA”));

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.16.2

            	
              any
      retirement or deferred compensation plan, incentive compensation plan,
      stock plan, unemployment compensation plan, vacation pay, severance pay,
      bonus or benefit arrangement, insurance or hospitalization program or any
      other fringe benefit arrangements (referred to collectively hereinafter as
      “fringe benefit arrangements”) for any employee, director, consultant or
      agent, whether pursuant to contract, arrangement, custom or informal
      understanding, which does not constitute an “employee benefit plan” (as
      defined in Section 3(3) of ERISA);
or

            


    

     

    
      	
              3.16.3

            	
              any
      employment agreement not terminable on thirty (30) days’ or less written
      notice, without further liability.

            


    

     

    
      3.17       
BANKS,
BROKERS AND PROXIES.  SCHEDULE
3.17 hereto sets forth (a) the name of each bank, trust company, securities or
other broker or other financial institution with which the Company has an
account, credit line or safe deposit box or vault, or otherwise maintains
relations; (b) the name of each person authorized by the Company to draw thereon
or to have access to any such safe deposit box or vault; (c) the purpose of each
such account, safe deposit box or vault; and (d) the names of all persons
authorized by proxies, powers of attorney or other instruments to act on behalf
of the Company in matters concerning its business or affairs. All such accounts,
credit lines, safe deposit boxes and vaults are maintained by the Company for
normal business purposes, and no such proxies, powers of attorney or other like
instruments are irrevocable. The account statements previously provided to the
Purchaser are true and complete in all respects.

    

     

    
      	
              3.18

            	
              INTELLECTUAL
      PROPERTY.

            


    

     

    
      	
              3.18.1

            	
              The
      Company has no trade name, service mark, patent, copyright or trademark
      related to its business, except those which are set forth in SCHEDULE
      3.18, which are all those necessary for the operation of its business as
      currently conducted.

            


    

     

    
      	
              3.18.2

            	
              The
      Company has the right to use each Proprietary Right listed on SCHEDULE
      3.18. There are no Claims pending, or threatened, against the Company that
      its use of any of the Proprietary Rights listed on SCHEDULE 3.18 infringes
      the rights of any Person.

            


    

     

    
      	
              3.18.3

            	
              The
      Company is not a party in any capacity to any franchise, license or
      royalty agreement respecting any Proprietary
  Right.

            


    

     

    
      3.19       
DEALINGS
WITH AFFILIATES. SCHEDULE
3.19 hereto sets forth a complete list, including the parties, of all oral or
written agreements and arrangements to which the Company is, will be or has been
a party, at any time from December 31, 2008 to the Closing Date, and to which
any one or more Affiliates is also a party.

    

     

    
      3.20       
INSURANCE. The
Company currently has, and through the Closing Date will have, insurance
contracts or policies (the “POLICIES”) in full force and effect which provide
for coverages in connection with the business of the Company. SCHEDULE 3.20
hereto sets forth a summary of all insurance contracts or policies that relate
to liability or excess liability insurance (collectively, the “LIABILITY
POLICIES”) and all other Policies, including the name of the insurer, the types,
dates and amounts of coverages and any material coverage exclusions. Except as
set forth in SCHEDULE 3.20 hereto, all of the Policies and Liability Policies
remain in full force and effect. The Company has not breached or otherwise
failed to perform, in any material respect, its obligations under any of the
Policies or the Liability Policies nor have the Sellers or the Company received
any adverse notice or communication from any of the insurers party to the
Policies or the Liability Policies with respect to any such alleged breach or
failure in connection with any of the Policies or the Liability Policies. All
Policies are valid, outstanding, collectible and enforceable policies; and will
not in any way be affected by, or terminate or lapse by reason of, the execution
and delivery of this Agreement or the consummation of the transactions
contemplated hereby. The Company has never been refused any insurance with
respect to the Company’s assets or operations, nor has coverage ever been
limited by any insurance carrier to which the Company has applied for any
Policy, or with which the Company has carried a Policy.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
4       REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER

     

    The
Purchaser represents and warrants to the Sellers and the Company as follows as
of the date hereof and as of the Closing Date, to the best of its
knowledge:

     

    
      4.1 
CORPORATE
ORGANIZATION. The
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation with full corporate power
and authority to carry on its business as it is now being conducted and to own,
operate and lease its properties and assets.

    

     

    
      4.2  
CAPITAL
STOCK. As
of August 18, 2010, the entire authorized capital stock of the Purchaser
consists of one billion three hundred million (1,300,000,000) shares of Common
Stock with $0.001 par value per share, of which 521,649,985 shares were issued
and outstanding, twenty million (20,000,000) shares of Series A Preferred Stock
of which none are issued and outstanding, twenty million (20,000,000) shares of
Series B Preferred Stock of which none are issued and outstanding and twenty
million (20,000,000) shares of Series C Preferred Stock, of which 14,287
shares are issued and outstanding. All issued and outstanding shares of Common
Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred
Stock have been validly issued and are fully paid and non-assessable, with no
personal liability or preemptive rights attaching to the ownership thereof.
Except as set forth on SCHEDULE 4.2, no instruments or securities of any kind
exist which are convertible into additional shares of the capital stock of the
corporation, nor do any outstanding options, warrants, rights, calls,
commitments, plans or other arrangements or agreements of any character exist
providing for the purchase or issuance of any additional shares of the
corporation.

    

     

    
      4.3 
AUTHORIZATION. The
Purchaser has full corporate power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. The directors of the
Purchaser have duly authorized the execution, delivery and performance of this
Agreement and the transactions contemplated hereby, and no other corporate
proceedings on its part are necessary to authorize this Agreement and the
transactions contemplated hereby. This Agreement constitutes the legal, valid
and binding obligation of the Purchaser enforceable against it in accordance
with its terms.

    

     

    
      4.4 
NO
VIOLATION. Other
than as set forth in SCHEDULE 4.4, the execution and delivery by the Purchaser
of this Agreement, and all other agreements contemplated hereby, and the
fulfillment of and compliance with the respective terms hereof and thereof by
the Purchaser do not and will not (a) conflict with or result in a breach of the
terms, conditions or provisions of or constitute a default or event of default
under (with due notice, lapse of time or both) of any contract to which the
Purchaser is a party; (b) result in the creation of any Lien upon any of the
Purchaser’s capital stock or assets; (c) give any third party the right to
accelerate any obligations of the Purchaser; or (d) result in a violation of or
require any authorization, consent, approval, exemption or other action by or
notice to any court or Authority pursuant to, the charter or bylaws of the
Purchaser, or any Regulation, Order or Contract to which the Purchaser or its
properties are subject. The Purchaser will comply with all applicable
Regulations and Orders in connection with the execution, delivery and
performance of this Agreement and the transactions contemplated
hereby.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.5

            	
              FINANCIAL
      STATEMENTS.

            


    

     

    
      	
              4.5.1

            	
              Audited
      year-end balance sheets and statements of operations, stockholders equity
      and cash flow of the Purchaser as of December 31, 2009 and unaudited
      balance sheets for the period commencing January 1, 2010 and ending June
      30, 2010 (the “PURCHASER FINANCIAL STATEMENT DATE”) and unaudited
      statements of operations, stockholders equity and cash flow for the six
      (6) month period then ended (collectively, the PURCHASER FINANCIAL
      STATEMENTS”) have been delivered to the Sellers. Such balance sheets and
      the notes thereto fairly present the financial position of the Purchaser
      as at the respective dates thereof, and such statements of operations,
      stockholders equity and cash flow and the notes thereto (a) fairly present
      the results of operations for the periods therein referred to, all in
      accordance with GAAP (except as stated therein or in the notes thereto)
      applied on a consistent basis.

            


    

     

    
      	
              4.5.2

            	
              Except
      as set forth in SCHEDULE 4.5.2 hereto, the Purchaser does not have any
      Indebtedness, obligation or liability (whether accrued, absolute,
      contingent, unliquidated or otherwise, known to the Purchaser, whether due
      or to become due) arising out of transactions entered into or Occurrences
      that occurred at or prior to the Closing Date, other than: (a) liabilities
      set forth in the Purchaser Financial Statements; and (b) liabilities and
      obligations which have arisen after the Purchaser Financial Statement Date
      in the ordinary course of business (none of which is a liability resulting
      from breach of Contract, breach of warranty, tort, infringement, Claim or
      lawsuit).

            


    

     

    
      4.6 
BROKERAGE. No
broker, agent or finder has rendered services to the Purchaser in connection
with the transactions contemplated under this Agreement except as listed in
SCHEDULE 4.6.

    

     

    
      4.7 
INVESTMENT
INTENT. The
Purchaser is acquiring the Shares for its own account and not with a view to
their distribution within the meaning of Section 2(11) of the Securities
Act.

    

     

    
      4.8 
DISCLOSURE. Neither
this Agreement nor any of the exhibits, attachments, written statements,
documents, certificates or other items prepared for or supplied to the Sellers
or the Company by or on behalf of the Purchaser with respect to the transactions
contemplated hereby contains any untrue statement of a material fact or omits a
material fact necessary to make each statement contained herein or therein not
misleading. There is no fact which the Purchaser has not disclosed to the Seller
and the Company in writing and of which the Purchaser or its officers, directors
or executive employees is aware and which could reasonably be anticipated to
have a Material Adverse Effect.

    

     

    ARTICLE
5   COVENANTS OF THE PURCHASER

     

    The
Purchaser hereby covenants and agrees with the Sellers that:

     

    
      5.1 
CONSENTS. The
Purchaser shall use its best efforts to obtain on or prior to the Closing Date,
all consents necessary to the consummation of the transactions contemplated
hereby.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      5.2 
BREACH OF
AGREEMENT.  The
Purchaser shall not take any action which, if taken prior to the Closing Date,
would constitute a breach of this Agreement.

    

     

    
      5.3 
CONFIDENTIALITY.
 The
Purchaser shall, and shall cause its principals, officers and other personnel
and authorized representatives to, hold in confidence, and not disclose to any
other party without the Seller’s prior consent, all information received by it
from Wade, David or the Company’s officers, directors, employees, agents,
counsel and auditors in connection with the transactions contemplated hereby
except as may be required by applicable law or as otherwise contemplated
herein.

    

     

    ARTICLE
6   OTHER AGREEMENTS

     

    As a
condition to the Parties’ obligation to consummate the transactions contemplated
hereby:

     

    
      	
              6.1

            	
              TAX
      RETURNS. The Sellers shall prepare or cause to be prepared and file or
      cause to be filed any Tax Returns for the Company for all periods ending
      on or prior to the Closing Date, which are filed after the Closing Date.
      The Purchaser shall prepare or cause to be prepared and file or cause to
      be filed any Tax Returns of the Company for tax periods which begin before
      the Closing Date and end after the Closing Date.  The
      Purchasers, the Company and the Sellers shall cooperate fully, as and to
      the extent reasonably required by any of the other parties in connection
      with the filing of Tax Returns pursuant to this Section and any audit,
      litigation or other proceeding with respect to Taxes and each Party shall
      pay any and all taxes due prior to the Closing Date.  Such
      cooperation shall include the retention and (upon the other party’s
      reasonable request) the provisions of records and information which are
      reasonably relevant to any such audit, litigation or other proceeding and
      making employees available on a mutually convenient basis to provide
      additional information and explanation of any material provided
      hereunder.

            


    

     

    
      	
              6.2

            	
              AUDITS.
      The Purchaser will allow the Company and its counsel to participate in any
      audits of the Purchaser consolidated federal income Tax Returns to the
      extent that such returns relate to the Company. The Purchaser will not
      settle any such audit in a manner which would adversely affect the Company
      after the Closing Date without the prior written consent of Sellers, which
      consent shall not unreasonably be
withheld.

            


    

     

    
      	
              6.3

            	
              NON-COMPETITION
      AGREEMENTS. Each Seller will agree not to enter into a non compete
      agreement which in addition to term customarily found in such agreement
      will prohibit either of them from engaging in any of the business lines
      currently engaged in at the closing date by the Companies for a period of
      three years following the Closing.

            


    

     

    
      6.4 
FURTHER
ASSURANCES.  Subject
to the terms and conditions of this Agreement, each of the Parties hereto shall
use its best efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things necessary, proper or advisable under applicable
Regulations to consummate and make effective the transactions contemplated by
this Agreement. If at any time after the Closing Date the Purchaser shall
consider or be advised that any further deeds, assignments or assurances in law
or in any other things are necessary, desirable or proper to vest, perfect or
confirm, of record or otherwise, in the Purchaser, the title to any property or
rights of any of the Company acquired or to be acquired by reason of, or as a
result of, the acquisition, the Seller agrees that the Seller and its proper
officers shall execute and deliver all such proper deeds, assignments and
assurances in law and do all things necessary, desirable or proper to vest,
perfect or confirm title to such property or rights in the Company and otherwise
to carry out the purpose of this Agreement.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      6.5 
NO
SOLICITATION OR NEGOTIATION. Unless
and until this Agreement is terminated, the Sellers and the Company shall not,
and each shall use its best efforts to cause its directors, officers, employees,
representatives, agents, advisors, accountants and attorneys not to, initiate or
solicit, directly or indirectly, any inquiries or the making of any proposal
with respect to, or engage in negotiations concerning, or provide any
confidential information or data to any person with respect to, or have any
discussions with any persons relating to, any acquisition, business combination
or purchase of all or any significant asset of, or any equity interest in,
directly or indirectly, the Company, or otherwise facilitate any effort or
attempt to do or seek any of the foregoing, and shall immediately cease and
cause to be terminated any existing activities, discussions or negotiations with
any parties conducted heretofore with respect to any of the
foregoing.

    

     

    ARTICLE
7  CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

     

    The
Purchaser’s obligation to close the Transaction contemplated hereby and to take
any other actions required to be taken by the Purchaser at the Closing under
this Agreement shall be subject to the satisfaction, on or before the Closing
Date, of each of the following conditions unless waived in writing by the
Purchaser:

     

    
      7.1 
REPRESENTATIONS
AND WARRANTIES; PERFORMANCE. The
representations and warranties of the Sellers and the Company contained in this
Agreement and all information contained in any exhibit, schedule or attachment
hereto or in any writing delivered by, or on behalf of, the Sellers or the
Company, shall be true and correct in all material respects when made and shall
be true and correct in all material respects on the Closing Date as though then
made, except as expressly provided herein. The Sellers and the Company shall
have performed and complied in all material respects with all agreements,
covenants and conditions required by this Agreement to be performed and complied
with by them prior to the Closing Date. An officer of the Company shall have
delivered to the Purchaser a certificate (which shall be addressed to the
Purchaser), dated the Closing Date, in the form of EXHIBIT D hereto (the
“OFFICER’S CERTIFICATE”), certifying to the foregoing.

    

     

    
      7.2 
CONSENTS
AND APPROVALS. The
Sellers and the Company shall have obtained any and all material consents,
approvals, orders, qualifications, licenses, permits or other authorizations,
required by all applicable Regulations, Orders and Contracts of the Company or
binding on their respective properties and assets, with respect to the
execution, delivery and performance of the Agreement and the consummation of the
transactions contemplated hereby.

    

     

    
      7.3 
NO
MATERIAL ADVERSE CHANGE. There
shall have been no Material Adverse Change since the date of this Agreement,
which representation shall be attested to in the Company’s Officer’s
Certificate.

    

     

    
      7.4 
NO
PROCEEDING OR LITIGATION. No
preliminary or permanent injunction or other Order, decree or ruling issued by
any Authority, or any Regulation promulgated or enacted by any Authority shall
be in effect, which would prevent the consummation of the transactions
contemplated hereby.

    

     

    7.5 FULL
PAYMENT TO PURCHASER. David and Wade shall have delivered to Purchaser the
Membership Units at the Closing.

     

    
      7.6
PROCEEDINGS
AND DOCUMENTS. All
corporate and other proceedings in connection with the transactions contemplated
hereby and all documents and instruments incident to such transactions shall be
reasonably satisfactory in substance and form to the Purchaser and the
Purchaser’s counsel, and the Sellers and the Company shall have made available
to the Purchaser for examination the originals or true, complete and correct
copies of all records and documents relating to the business and affairs of the
Company which the Purchaser may reasonably request in connection with said
transaction.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      7.7 
SECRETARY’S
CERTIFICATE. The
Purchaser shall have received a certificate, substantially in the form of
EXHIBIT E hereto, of the secretary of the Company, as to the charter and bylaws
of the Company, the resolutions adopted by the directors and owners of the
Company in connection with this Agreement and the incumbency of the Company’s
officers.

    

     

    
      7.8
OTHER
DOCUMENTS. The
Sellers and the Company shall furnish the Purchaser with such other and further
documents and certificates including certificates of the Company officers and
others as the Purchaser shall reasonably request to evidence compliance with the
conditions set forth in this Agreement.

    

     

    ARTICLE
8  CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND THE
COMPANY

     

    Each and
every obligation of the Sellers and the Company under this Agreement shall be
subject to the satisfaction, on or before the Closing Date, of each of the
following conditions unless waived in writing by the Sellers and/or the Company,
as applicable:

     

    
      8.1
REPRESENTATIONS
AND WARRANTIES; PERFORMANCE. The
representations and warranties of the Purchaser contained in this Agreement and
all information contained in any exhibit, schedule or attachment hereto shall be
true and correct in all material respects when made and shall be true and
correct in all material respects on the Closing Date as though then made, except
as expressly provided herein. The Purchaser shall have performed and complied in
all material respects with all agreements, covenants and conditions required by
this Agreement to be performed and complied with by it prior to the Closing
Date. An officer of the Purchaser shall have delivered to the Sellers a
certificate, dated the Closing Date, in the form of EXHIBIT F hereto, certifying
to the foregoing.

    

     

    
      8.2
CONSENTS
AND APPROVALS. The
Purchaser shall have obtained any and all material consents, approvals, orders,
qualifications, licenses, permits or other authorizations, required by all
applicable Regulations, Orders and Contracts of the Purchaser or binding on its
properties and assets, with respect to the execution, delivery and performance
of the Agreement and the consummation of the transactions contemplated
hereby.

    

     

    
      8.3
NO
PROCEEDING OR LITIGATION. No
preliminary or permanent injunction or other Order, decree or ruling issued by
any Authority, or any Regulation promulgated or enacted by any Authority shall
be in effect, which would prevent the consummation of the transactions
contemplated hereby.

    

     

    
      8.4
FULL
PAYMENT TO SELLERS.  Purchaser
shall have delivered to Sellers the Preferred Shares in full at the
Closing.

    

     

    
      8.5
PROCEEDINGS
AND DOCUMENTS. All
corporate and other proceedings in connection with the transactions contemplated
hereby and all documents and instruments incident to such transactions shall be
reasonably satisfactory in substance and form to the Sellers and the Company and
their counsel, and the Purchaser shall have made available to the Sellers and
the Company for examination the originals or true, complete and correct copies
of all records and documents relating to the business and affairs of the
Purchaser which the Sellers and the Company may reasonably request in connection
with said transaction.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      8.6
SECRETARY’S
CERTIFICATE. The
Sellers and the Company shall have received a certificate, substantially in the
form of EXHIBIT G hereto, of the secretary of the Purchaser, as to the charter
and bylaws of the Purchaser, the resolutions adopted by the directors and owners
of the Purchaser in connection with this Agreement and the incumbency of the
Purchaser’s officers.

    

     

    
      8.7
CERTIFICATE
OF GOOD STANDING. At
the Closing, the Purchaser shall have delivered to the Sellers and the Company a
certificate issued by Nevada Secretary of State evidencing the good standing,
with respect to both the conduct of business and the payment of all franchise
taxes, of the Purchaser as of a date not more than thirty (30) days prior to the
Closing Date.

    

     

    
      8.8
OTHER
DOCUMENTS.  The
Purchaser shall furnish the Sellers and the Company with such other and further
documents and certificates including certificates of the Purchaser’s officers
and others as Sellers and the Company shall reasonably request to evidence
compliance with the conditions set forth in this Agreement.

    

     

    ARTICLE
9  CLOSING

     

    
      9.1
CLOSING. Unless
this Agreement shall have been terminated or abandoned or extended pursuant to
the provisions of ARTICLE 9, a closing of the transactions contemplated by this
Agreement (the “CLOSING”) shall be held as of the close of business on the
30th
day of September, 2010, or on such other mutually agreed to date (the “CLOSING
DATE”).

    

     

    
      9.2
INTERVENING
LITIGATION. If,
prior to the Closing Date, any preliminary or permanent injunction or other
Order issued by a court of competent jurisdiction or by any other Authority
shall restrain or prohibit this Agreement or the consummation of the
transactions contemplated herein for a period of fifteen (15) days or longer,
the Closing shall be adjourned at the option of either party for a period of
thirty (30) days. If at the end of such thirty-day period such injunction or
Order shall not have been favorably resolved, either party may, by written
notice thereof to the other, terminate this Agreement, without liability or
further obligation hereunder.

    

     

    ARTICLE
10         TERMINATION PRIOR TO
CLOSING

     

    10.1           METHODS
OF TERMINATION. This
Agreement may be terminated and the transactions herein contemplated may be
abandoned at any time:

     

    
      	
               
      

            	
              10.2.1

            	
              By
      the Purchaser;

            


    

     

    
      	
               
      

            	
              10.2.2

            	
              By
      the Purchaser in writing, without liability, if either the Company or the
      Sellers shall (a) fail to perform in any material respect their agreements
      contained herein required to be performed by them on or prior to the
      Closing Date; or (b) materially breach any of their representations,
      warranties or covenants contained herein, which failure or breach is not
      cured within ten (10) days after the Purchaser has notified the Sellers of
      its intent to terminate this Agreement pursuant to this
      Section;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              10.2.3

            	
              By
      either the Sellers or the Purchaser in writing, without liability, if
      there shall be any order, writ, injunction or decree of any court or
      governmental or regulatory agency binding on the Purchaser, the Sellers or
      the Company, which prohibits or restrains the Purchaser, the Sellers or
      the Company from consummating the transactions contemplated hereby,
      provided that the Purchaser, the Sellers and the Company shall have used
      their reasonable, good faith efforts to have any such order, writ,
      injunction or decree lifted and the same shall not have been lifted within
      (thirty) 30 days after entry, by any such court or governmental or
      regulatory agency;

            


    

     

    
      	
               
      

            	
              10.2.4

            	
              By
      the Purchaser, in writing, without liability, if for any reason the
      Closing has not occurred by October 15, 2010 other than as a result of the
      material breach of this Agreement by the party attempting to terminate the
      Agreement.

            


    

     

    
      10.3
TERMINATION
OF OBLIGATIONS.  Termination
of this Agreement pursuant to this ARTICLE 10 shall terminate all obligations of
the Parties hereunder, except for the obligations under Article 11 hereof;
provided, however, that termination hereof shall not relieve a defaulting or
breaching party from any liability to the other party hereto.

    

     

    ARTICLE
11        INDEMNIFICATION

     

    
      11.1
THE
SELLERS’ AGREEMENT TO INDEMNIFY.  Subject
to the limitations and other terms and conditions set forth herein, from and
after the Closing, the Sellers shall indemnify and hold harmless the Purchaser,
the Company, their Affiliates, any of their respective successors or assigns and
their respective directors, officers or employees (each a “PURCHASER INDEMNIFIED
PARTY”) from and against all liability, assessments, losses, charges, costs and
expenses (including, without limitation, interest, court costs, reasonable
attorneys’ fees and expenses) (collectively “PURCHASER DAMAGES”) incurred by a
Purchaser Indemnified Party as a result of or arising out of (a) a material
breach of any representation or warranty contained in ARTICLE 2 of this
Agreement; or (b) any material breach of or noncompliance by the Sellers,
individually with any covenant or agreement contained in this
Agreement.

    

     

    11.2           THE
PURCHASER’S AGREEMENT TO INDEMNIFY.  Subject to the limitations and
other terms and conditions set forth herein, from and after the Closing, the
Purchaser shall indemnify and hold harmless the Sellers and their respective
Affiliates, any of their respective successors or assigns and their respective
directors, officers or employees (each a “SELLER INDEMNIFIED PARTY”) from and
against all liability, assessments, losses, charges, costs and expenses
(including, without limitation, interest, court costs, reasonable attorneys’
fees and expenses) (collectively “SELLER DAMAGES”) incurred by a Seller
Indemnified Party as a result of or arising out of (a) a material breach of any
representation or warranty contained in ARTICLE 3 of this Agreement; (b) any
material breach of or noncompliance by the Purchaser with any covenant or
agreement contained in this Agreement; and (c) any liability of the Company.
(The Purchaser Indemnified Parties and Seller Indemnified Parties are sometimes
referred to collectively herein as the “INDEMNIFIED PARTIES.” “PURCHASER
DAMAGES” and “SELLER DAMAGES” are sometimes referred to collectively herein as
“DAMAGES.”).

     

    
      11.3
LIMITATIONS
ON INDEMNIFICATION. The
Sellers’ obligation to indemnify Purchaser Indemnified Parties pursuant to
Section hereof and the obligations of the Purchaser to indemnify Seller
Indemnified Parties pursuant to this Article are subject to the following
limitations, as well as the other limitations set forth in this
ARTICLE:

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              11.3.1

            	
              No
      claim for indemnification shall be made against the Sellers unless the
      aggregate amount of Purchaser Damages exceeds Two Hundred Fifty Thousand
      US Dollars ($250,000.00) and, in such event, indemnification shall be made
      by the Sellers only to the extent that the aggregate amount of Purchaser
      Damages exceeds $250,000.00.

            


    

     

    
      	
               
      

            	
              11.3.2

            	
              In
      no event (a) shall the Sellers’ individual aggregate obligation to
      indemnify Purchaser Indemnified Parties exceed Three Hundred Thousand
      Dollars US ($300,000.00) and (b) shall the Purchaser’s aggregate
      obligation to indemnify the Seller Indemnified Parties exceed Six Hundred
      Thousand Dollars US ($600,000.00); provided, however, that the foregoing
      limitation on the Purchaser’s indemnification obligation shall not apply
      to the payment obligations and guarantees of the Purchaser set forth in
      the Indemnification Agreement.

            


    

     

    
      	
               
      

            	
              11.3.3

            	
              The
      amount of any Purchaser Damages or Seller Damages, as the case may be,
      shall be reduced by (a) any amount actually received by the Indemnified
      Parties with respect thereto under any insurance coverage or from any
      other party responsible therefore; and (b) the amount of any Tax benefit
      actually received by the Indemnified Parties relating thereto. The
      Indemnified Parties shall use all reasonable efforts to collect any
      amounts available under such insurance coverage and from such other party
      alleged to have responsibility. If the Indemnified Parties receive an
      amount under insurance coverage or from such other party with respect to
      Purchaser Damages or Seller Damages, as the case may be, at any time
      subsequent to any indemnification provided pursuant to this ARTICLE 10,
      then the Indemnified Party shall promptly reimburse the Indemnifying Party
      for any payment made or expense incurred by the Indemnifying Party in
      connection with providing such indemnification up to such amount received
      by the Indemnified Party.

            


    

     

    
      	
               
      

            	
              11.3.4

            	
              No
      party shall be entitled to seek indemnification to the extent it was aware
      of the matter giving rise to such claim prior to
  Closing.

            


    

     

    
      	
               
      

            	
              11.3.5

            	
              Any
      indemnification obligations of Sellers hereunder shall be allocated on a
      pro-rata basis, based on their respective percentage ownership of the
      Member Units of the Company immediately prior to the Closing, and no
      Seller shall be liable for the obligations of any other Seller
      hereunder.

            


    

     

    
      11.4       
THIRD
PARTY INDEMNIFICATION. The
obligations of the Sellers, the Purchaser (as applicable, the “INDEMNIFYING
PARTY”) to indemnify Indemnified Parties under this Article with respect to
Damages resulting from the assertion of liability by third parties (each, as the
case may be, a “CLAIM”), shall be subject to the following terms and
conditions:

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              11.4.1

            	
              Promptly
      after receipt by an Indemnified Party of notice by a third party of any
      complaint or the commencement of any action or proceeding with respect to
      which such Indemnified Party may be entitled to receive payment from the
      other party for Damages, such Indemnified Party shall, within ten (10)
      days, notify the Sellers, the Purchaser as the appropriate Indemnifying
      Party, of such complaint or of the commencement of such action or
      proceeding; provided, however, that the failure to so notify the
      Indemnifying Party shall relieve the Indemnifying Party from liability
      under this Agreement with respect to such claim only if, and only to the
      extent that, such failure to notify the Indemnifying Party results in the
      forfeiture by the Indemnifying Party of material rights and defenses
      otherwise available to the Indemnifying Party with respect to such claim.
      In addition, the Indemnified Party shall provide to the Indemnifying Party
      as promptly as practicable thereafter such information and documentation
      as may be reasonably requested by the Indemnifying Party to support and
      verify the claim asserted, so long as such disclosure would not violate
      the attorney-client privilege of the Indemnified Party. The Indemnifying
      Party may at its option undertake the defense thereof by representatives
      of its own choosing; provided, that any Indemnified Party may, in any
      event, at its own expense, monitor and participate in, but not control,
      the defense of such claim. If the Indemnifying Party within thirty (30)
      days after notice of any such Claim fails to assume the defense of such
      Claim, the Indemnified Parties will (upon further notice to the
      Indemnifying Party) have the right to undertake the defense, compromise or
      settlement of such claim on behalf of and for the account and risk, and at
      the expense, of the Indemnifying Party; provided, however, that as long as
      the Indemnifying Party is reasonably contesting any claim in good faith,
      the Indemnified Parties shall not pay or settle any such
      claim.

            


    

     

    
      	
               
      

            	
              11.4.2

            	
              Anything
      in this Section 10.4 to the contrary notwithstanding, the Indemnifying
      Party shall not enter into any settlement or compromise of any action,
      suit or proceeding or consent to the entry of any judgment (a) which does
      not include as an unconditional term hereof the delivery by the claimant
      or plaintiff to the Indemnified Parties of a written release from all
      liability in respect of such action, suit or proceeding; or (b) for other
      than monetary damages without the prior written consent of the
      Indemnifying Party, which consent shall not be unreasonably withheld or
      delayed.

            


    

     

    
      
        	
              	
                11.5

              	
                SURVIVAL;
      TIME TO ASSERT CLAIMS.

              


      

    

     

    
      	
               
      

            	
              11.5.1

            	
              The
      representations, warranties, covenants and agreements contained herein,
      except for covenants and agreements to be performed by the Parties prior
      to the Closing, will not be extinguished by the Closing but will survive
      the Closing, subject to the limitations set forth in Section 10.5.2 below
      with respect to the time periods within which claims for indemnity must be
      asserted. The covenants and agreements to be performed by the parties
      prior to the Closing shall expire at the
  Closing.

            


    

     

    
      	
               
      

            	
              11.5.2

            	
              All
      claims for indemnification under this ARTICLE  which are not
      extinguished by the Closing in accordance with Section 10.5.1 must be
      asserted no later than one (1) year after the Closing
      Date.  Notwithstanding the foregoing, the obligations of the
      Purchaser set forth in the Indemnification Agreement shall not
      expire.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      11.6        
INDEMNIFICATION;
SOLE REMEDY. The
indemnification provisions set forth herein shall constitute the sole remedy for
any breach of this Agreement.

    

     

    ARTICLE
12 MISCELLANEOUS PROVISIONS

     

    
      12.1      
AMENDMENT
AND MODIFICATION.  Subject
to applicable law, this Agreement may be amended, modified and supplemented only
by written agreement of the parties hereto.

    

     

    
      12.2      
ENTIRE
AGREEMENT.  This
Agreement, including the schedules and exhibits hereto and the documents,
certificates and instruments referred to herein, embodies the entire agreement
and understanding of the parties hereto in respect of the transactions
contemplated by this Agreement and supersedes all prior agreements,
representations, warranties, promises, covenants, arrangements, communications
and understandings, oral or written, express or implied, between the parties
with respect to such transactions, including, without limitation, the letter of
intent executed by the parties, dated August 27, 2010. There are no agreements,
representations, warranties, promises, covenants, arrangements or understandings
between the parties with respect to such transactions, other than those
expressly set forth or referred to herein.

    

     

    
      12.3       
CERTAIN
DEFINITIONS.

       

      “Affiliate”
means, with regard to any Person (a) any Person, directly or indirectly,
controlled by, under common control of, or controlling such Person; (b) any
Person, directly or indirectly, in which such Person holds, of record or
beneficially, five percent or more of the equity or voting securities; (c) any
Person that holds, of record or beneficially, five percent or more of the equity
or voting securities of such Person; (d) any Person that, through Contract,
relationship or otherwise, exerts a substantial influence on the management of
such person’s affairs; (e) any Person that, through Contract, relationship or
otherwise, is influenced substantially in the management of their affairs by
such Person, or (f) any director, officer, partner or individual holding a
similar position in respect of such Person.

    

     

    “Authority”
means any governmental, regulatory or administrative body, agency, arbitrator or
authority, any court or judicial authority, any public, private or industry
regulatory agency, arbitrator authority, whether international, national,
federal, state or local.

     

    “Best of
their knowledge” means, with respect to Sellers or the Company, the actual and
specific knowledge, without imputation, of one of the Sellers.

     

    “Claim”
means any action, claim, obligation, liability, expense, lawsuit, demand, suit,
inquiry, hearing, investigation, notice of a violation, litigation, proceeding,
arbitration, or other dispute, whether civil, criminal, administrative or
otherwise, whether pursuant to contractual obligations or
otherwise.

     

    “Common
Stock” means the common stock, $0.001 par value per share, of the
Purchaser.

     

    “Contract”
means any agreement, contract, commitment, instrument or other binding
arrangement or understanding, whether written or oral.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “GAAP”
means United States generally accepted accounting principles.

     

    “Guarantee”
means any guaranty or other contingent liability (other than any endorsement for
collection or deposit in the ordinary course of business), direct or indirect
with respect to any obligations of another Person, through an agreement or
otherwise, including, without limitation, (a) any endorsement or discount with
recourse or undertaking substantially equivalent to or having economic effect
similar to a Guarantee in respect of any such obligations; (b) any Contract (i)
to purchase, or to advance or supply funds for the payment or purchase of, any
such obligations; (ii) to purchase, sell or lease property, products, materials
or supplies, or transportation or services, in respect of enabling such other
Person to pay any such obligation or to assure the owner thereof against loss
regardless of the delivery or nondelivery of the property, products, materials
or supplies or transportation or services; or (iii) to make any loan, advance or
capital contribution to or other investment in, or to otherwise provide funds to
or for, such other Person in respect of enabling such Person to satisfy an
obligation (including any liability for a dividend, stock liquidation payment or
expense) or to assure a minimum equity, working capital or other balance sheet
condition in respect of any such obligation; or (c) any bonding
arrangement.

     

    “Indebtedness”
with respect to any Person means any obligation of such Person for borrowed
money, but in any event shall include (a) any obligation incurred for all or any
part of the purchase price of property or other assets or for the cost of
property or other assets constructed or of improvements thereto, other than
accounts payable included in current liabilities and incurred in respect of
property purchased in the ordinary course of business; (b) the face amount of
all letters of credit issued for the account of such Person and all drafts drawn
thereunder; (c) obligations (whether or not such Person has assumed or become
liable for the payment of such obligation) secured by Liens; (d) capitalized
lease obligations; and (e) all Guarantees of such Person.

     

    “Lien”
means any security interest, lien, mortgage, pledge, hypothecation, encumbrance,
Claim, easement, restriction or interest of another Person of any kind or
nature.

     

    “Market
Price” shall be determined on the basis of: (a) the weighted average sale price
of the Common Stock on the principal stock exchange, or the National Association
of Securities Dealers’ Automated Quotation National Market System “NASDAQ/NMS”),
as the case may be, on which such Common Stock is then listed or admitted to
trading; (b) if the Common Stock is not then listed or admitted to trading on
any stock exchange or the NASDAQ/NMS, as the case may be, then the average of
the last reported closing bid and asked prices on such day in the
over-the-counter market, as furnished by the NASDAQ system or the National
Quotation Bureau, Inc.; (c) if neither NASDAQ nor the National Quotation Bureau
is at the time engaged in the business of reporting such prices, then as
furnished by any similar firm then engaged in such business; or (d) if there is
no such firm, as furnished by any member of the National Association of
Securities Dealers (“NASD”) selected by the Purchaser, with the consent of the
Sellers (which consent shall not be unreasonably refused or delayed), and which
is not an affiliate of the Purchaser.

     

    “Material
Adverse Change” means any developments or changes which would have a Material
Adverse Effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Material
Adverse Effect” means any circumstances, state of facts or matters which might
reasonably be expected to have a material adverse effect on the business,
operations, properties, assets, condition (financial or otherwise), results,
plans, strategies or prospects of a Person.

     

    “Occurrence”
means any accident, happening or event which occurs or has occurred at any time
prior to the Closing Date, which results in or could result in a claim against
the Company or creates or could create a liability or loss for the
Company.

     

    “Order”
means any decree, judgment, award, order, injunction, rule, consent of or by an
Authority.

     

    “Person”
means any Company, partnership, joint venture, organization, entity, Authority
or natural person.

     

    “Proprietary
Rights” means any patent, patent application, copyright, trademark, trade name,
service mark, service name, trade secret, know-how, confidential information or
other intellectual property or proprietary rights.

     

    “Regulation”
means any law, statute, rule, regulation, ordinance, requirement, announcement
or other binding action of or by an Authority.

     

    “Sellers
Guarantees” are those Guarantees entered into by one or more of Kevin Fitzgerald
and Pamela Fitzgerald prior to Closing.

     

    “Series D
Preferred Stock” is Purchaser’s Series D Preferred Stock, $10.00 par value per
share.

     

    “Subsidiaries”
means with respect to a Person, any business entity of which more than fifty
percent (50%) of the voting stock or other equity interests is owned or
controlled, directly or indirectly, by such Person.

     

    
      12.4       
NOTICES. Any
notice, consent, approval, request, demand or other communication required or
permitted hereunder must be in writing to be effective and shall be deemed
delivered and received (a) if sent by hand delivery, upon delivery; (b) if sent
by registered or certified mail, return receipt requested, on the date on which
such mail is received as indicated in such return receipt, or returned, if
delivery is not accepted; (c) if delivered by a nationally recognized courier,
one business day after deposit with such courier; and (d) if sent by facsimile
or electronic transmission, in each case upon telephone or further electronic
communication from the recipient acknowledging receipt (whether automatic or
manual from recipient), as applicable, addressed as follows:

    

     

    
      
        
          	
                  If
      to Sellers or Company:

                	
                  Mr.
      Wade Clark

                   

                  Facsimile:

                
	 
      	 
      
	 
      	
                  Mr.
      David Shepard

                   

                  Facsimile:

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              With
      a Copy to:

            	 
      
	 
      	 
      
	
              If
      to Purchaser:

            	
              Mr.
      Dennis Alexander

              EGPI
      Firecreek, Inc.

              6564
      Smoke Tree Lane

              Scottsdale,
      AZ 85253

              Facsimile:
      (480) 443-1403

            
	 
      	 
      
	 
      	
              Mr.
      Robert S. Miller, Jr.

              EGPI
      Firecreek, Inc.

              3400
      Peachtree Road NE, Suite 111

              Atlanta,
      GA 30326

            
	 
      	 
      
	 
      	
              Mr.
      Michael Kocan

              EGPI
      Firecreek, Inc.

              3400
      Peachtree Road NE, Suite 111

              Atlanta,
      GA 30326

            


    

     

    (or to
such other address as any party shall specify by written notice so given). The
evidence of forwarding of the notice provided hereinabove shall be conclusive of
such proper notice and any changes of address must be given in the manner
provided for notice herein.

     

    
      12.5       
ASSIGNMENT. This
Agreement and all of the provisions hereof shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns, but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto without the
prior written consent of the other parties.

    

     

    
      12.6       
GOVERNING
LAW. This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Florida, without regard to such state’s principles of
conflicts of laws.

    

     

    
      12.7        
DISPUTE
RESOLUTION. Any
action or proceeding seeking to enforce any provision of, or based on any right
arising out of, this Agreement, whether before or after the Closing, shall be
brought in the courts of the State of Florida, County of Hillsborough, or the
United States District Court for the Middle District of Florida, and each of the
parties consents to the jurisdiction of such courts (and the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on any party anywhere in the world. Each party
to this Agreement hereby knowingly, voluntarily and intentionally waives any
rights it may have to a trial by jury in respect of any litigation (whether as a
claim, counter-claim, affirmative defense, or otherwise) in connection with this
Agreement and the transactions contemplated hereby. The prevailing party to any
such litigation shall be entitled to payment of all its reasonable legal fees
and costs by the non-prevailing party. For purposes of the foregoing sentence,
the determination of which party is the “prevailing party” shall be made in
accordance with federal law.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      12.8        
COUNTERPARTS. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

    

     

    
      12.9        
HEADINGS. The
article and section headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

    

     

    
      12.10       BINDING
EFFECT. This
Agreement shall not be construed so as to confer any right or benefit upon any
Person other than the signatories to this Agreement and each of their respective
successors and permitted assigns.

    

     

    
      12.11       DELAYS OR
OMISSIONS. No
delay or omission to exercise any right, power or remedy accruing to any party
hereto, upon any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such party nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or of or in any similar breach or default thereafter occurring; nor
shall any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the party of any party hereto of
any breach or default under this Agreement, or any waiver on the part of any
party of any provisions or conditions of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in such
writing. All remedies, either under this Agreement or by law or otherwise
afforded to any party, shall be cumulative and not
alternative.

    

     

    
      12.12       SEVERABILITY. Unless
otherwise provided herein, if any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be effected or impaired
thereby.

    

     

    
      12.13       EXPENSES. Except
as otherwise set forth herein, the Purchaser, the Sellers and Company shall each
bear its own expenses, including without limitation, legal fees and expenses,
with respect to this Agreement and the transactions contemplated
hereby.

    

     

    IN
WITNESS WHEREOF, the parties hereto have made and entered into this Agreement
the date first hereinabove set forth.

     

    
      
        
          
            	 
      	
                    PURCHASER:

                  
	 
      	 
      
	 
      	
                    EGPI
      FIRECREEK, INC.,

                  
	 
      	
                    a
      Nevada Company

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/Robert
      S. Miller

                  
	 
      	
                    Name:

                  	
                    Robert S. Miller

                  
	 
      	
                    Title:

                  	
                    Executive Vice
  President

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      
        
          
            
              
                	 
      	
                        SELLERS:

                      
	 
      	 
      
	 
      	
                        /s/Wade
      Clark

                      
	 
      	
                        WADE
      CLARK

                      
	 
      	 
      
	 
      	
                        /s/David
      Shepard

                      
	 
      	
                        DAVID
      SHEPARD

                      
	 
      	 
      
	 
      	
                        /s/ Jerry McCart

                      
	 
      	
                        JERRY
      McCART

                      
	 
      	 
      
	 
      	
                        /s/ Lora Crainshaw

                      
	 
      	
                        LORA
      CRAINSHAW

                      
	 
      	 
      
	 
      	
                        /s/ Mark Morelli

                      
	 
      	
                        MARK
      MORELLI

                      
	 
      	 
      
	 
      	
                        /s/ Daniel Eckermann

                      
	 
      	
                        DANIEL
      ECKERMANN

                      
	 
      	 
      
	 
      	
                        /s/ Richard Howard

                      
	 
      	
                        RICHARD
      HOWARD

                      
	 
      	 
      
	 
      	
                        COMPANY:

                      
	 
      	 
      
	 
      	
                        TERRA
      TELECOM, LLC,

                      
	 
      	
                        an
      Oklahoma limited liability company

                      
	 
      	 
      
	 
      	
                        By: 

                      	
                        /s/Wade
      Clark

                      
	 
      	 
      	
                        Wade
      Clark,

                      
	 
      	 
      	
                        Chief
      Executive Officer

                      
	 
      	 
      	 
      
	 
      	
                        By:

                      	
                        /s/David
      Shepard

                      
	 
      	 
      	
                        David
      Shepard,

                      
	 
      	 
      	
                        Chief
      Technical
Officer

                      


              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      SCHEDULE
1.2.1 REVERSE STOCK SPLIT

       

      EGPI Firecreek, Inc. has filed Form DEF
14C to effect a 1 for 50 reverse stock split of its common stock which has not
been declared effective as of close of the Agreement, but which when declared
effective will be applied uniformly to shares to be issued under this Agreement
such that if the entire sixty million (60,00,000) shares were to be due to be
issued under the terms of this Agreement prior to the reverse split being
declared effective, would be reduced to one million two hundred thousand
(1,200,000) shares when, and if, the reverse is declared effective.

      


      The
effect of the reverse is listed below:

      
        
          
            
              
                
                  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Name

                        	 	
                          Dollar
      

                          Amount
      of 

                          Debt

                        	 	 	
                          Percentage
      

                          of
      Total 

                          Debt

                        	 	 	
                          Number
      of 

                          Preferred
      

                          Shares
      

                          Issued

                          ($10
      Par 

                          Value)

                        	 	 	
                          Number
      of 

                          Shares
      

                          Converted
      into Common Stock 

                          at
      10 Cents

                        	 	 	
                          Number
      of 

                          Shares
      

                          Converted
      

                          into
      Common 

                          Stock
      at 20 

                          Cents

                        	 	 	
                          Number
      of Shares Converted into Common Stock at 10 Cents after 1:50 reverse
      split

                        	 
	
                          Jerry
      McCart

                        	 	$	998,320.00	 	 	 	29	%	 	 	114,003	 	 	 	11,400,345	 	 	 	5,700,172	 	 	 	228,007	 
	
                          Lora
      Crainshaw

                        	 	$	681,548.00	 	 	 	19	%	 	 	77,830	 	 	 	7,782,957	 	 	 	3,891,479	 	 	 	155,659	 
	
                          Mark
      Morelli

                        	 	$	250,000.00	 	 	 	7	%	 	 	28,549	 	 	 	2,854,882	 	 	 	1,427,441	 	 	 	57,098	 
	
                          Daniel
      Eckermann

                        	 	$	1,435,226.32	 	 	 	41	%	 	 	163,896	 	 	 	16,389,609	 	 	 	8,194,805	 	 	 	327,792	 
	
                          David
      Shepard

                        	 	$	-	 	 	 	0	%	 	 	100,000	 	 	 	10,000,000	 	 	 	5,000,000	 	 	 	200,000	 
	
                          Wade
      Clark

                        	 	$	-	 	 	 	0	%	 	 	100,000	 	 	 	10,000,000	 	 	 	5,000,000	 	 	 	200,000	 
	
                          Rich
      Howard

                        	 	$	137,676.96	 	 	 	4	%	 	 	15,722	 	 	 	1,572,206	 	 	 	786,103	 	 	 	31,444	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                          Total

                        	 	$	3,502,771.28	 	 	 	 	 	 	 	600,000	 	 	 	60,000,000	 	 	 	30,000,000	 	 	 	1,200,000	 


                

              

            

          

        

      

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.1

     

    ·           COMPANY
ORGANIZATION. The
Company is a limited liability company duly organized, validly existing and in
good standing under the laws of Oklahoma with full corporate power and authority
to carry on its business as it is now being conducted and proposed to be
conducted, and to own, operate and lease its properties and assets. The Company
is duly qualified or licensed to do business in good standing in each of the
jurisdictions listed on SCHEDULE 3.1 hereto.

     

      Oklahoma

     
Texas

      Colorado

      Nebraska

      Massachusetts

      New
York

      Georgia

      California

      Missouri

      Florida

      New
Jersey

      New
Hampshire

      Kentucky

      North
Carolina

      Louisiana

      Nevada

      Connecticut

      Arizona

      Pennsylvania

      Alabama

      Maryland

      Virginia

      Oregon

      Washington

      New
Mexico

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3.2

     

    No
Subsidiaries or Affiliates


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.6


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.7

     

    Terra
Telecom, LLC

    Balance
Sheet

    As of
12/31/08

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Assets

                                  
	
                                    Current
      Assets

                                  	 	 
	
                                    Cash

                                  	 	$	479,895.51	 
	
                                    Intercompany
      Receivables

                                  	 	 	(411,462.05	)
	
                                    A/R
      Trade

                                  	 	 	2,445,803.76	 
	
                                    A/R
      Other

                                  	 	 	23,185.27	 
	
                                    Allowance
      for Doubtful Accounts

                                  	 	 	(274,694.40	)
	
                                    Accrued
      Receivables

                                  	 	 	(14,796.54	)
	
                                    WIP

                                  	 	 	757,319.60	 
	
                                    Inventory

                                  	 	 	134,095.95	 
	
                                    Prepaid
      Supplies

                                  	 	 	7,219.02	 
	
                                    Total
      Current Assets

                                  	 	 	3,146,566.12	 
	 
      	 	 	 	 
	
                                    Fixed
      Assets

                                  	 	 	 	 
	
                                    Fixed
      Assets

                                  	 	 	680,172.18	 
	
                                    Leasehold
      Improvements

                                  	 	 	25,376.35	 
	
                                    Software-Cost

                                  	 	 	19,245.07	 
	
                                    Operations
      Software

                                  	 	 	116,947.00	 
	
                                    Accumulated
      Depreciation

                                  	 	 	(52,812.28	)
	
                                    Accumulated
      Amortization

                                  	 	 	(431,848.00	)
	
                                    Total
      Fixed Assets

                                  	 	 	357,080.32	 
	 
      	 	 	 	 
	
                                    Other
      Assets

                                  	 	 	 	 
	
                                    Other
      Deposits

                                  	 	 	21,067.00	 
	
                                    Employee
      Advances

                                  	 	 	7,703.96	 
	 
      	 	 	 	 
	
                                    Total
      Other Assets

                                  	 	 	28,770.96	 
	
                                    Total
      Assets

                                  	 	$	3,532,417.40	 
	 
      	 	 	 	 
	
                                    Liabilities
      and Equity

                                  
	
                                    Current
      Liabilities

                                  	 	 	 	 
	
                                    Short
      Term Notes Payable

                                  	 	$	206,902.77	 
	
                                    A/P
      Trade

                                  	 	 	306,779.13	 
	
                                    Purchases
      Clearing

                                  	 	 	(61,473.93	)
	
                                    Accrued
      Expenses

                                  	 	 	160,593.99	 
	
                                    Customer's
      Deposits

                                  	 	 	811,529.87	 
	
                                    GTF
      Inventory Payable

                                  	 	 	(4,089.85	)
	
                                    Workers
      Comp Payable

                                  	 	 	(6,932.99	)
	
                                    Sales
      Tax Payable

                                  	 	 	61,292.74	 
	
                                    Employment
      Taxes Payable

                                  	 	 	544,040.80	 
	
                                    Excise
      Tax Payable

                                  	 	 	41.34	 
	
                                    Accrued
      Payroll

                                  	 	 	230,557.57	 
	
                                    Health
      Insurance Payable

                                  	 	 	43,590.94	 
	
                                    Aflac
      Ins Payable

                                  	 	 	(875.54	)
	
                                    Garnishments
      Payable

                                  	 	 	(98.25	)
	
                                    Short
      Term Debt - General

                                  	 	 	299,038.01	 
	
                                    Notes
      Payable - Owners

                                  	 	 	184,000.00	 
	
                                    Amex
      Clearing

                                  	 	 	6,707.41	 
	
                                    Total
      Current Liabilities

                                  	 	 	2,781,604.01	 
	 
      	 	 	 	 
	
                                    Long
      Term Liabilites

                                  	 	 	 	 
	
                                    Notes
      Payable - Thermo LOC

                                  	 	 	3,186,958.99	 
	
                                    Notes
      Payable - Prior Owners

                                  	 	 	2,582,691.47	 
	
                                    Notes
      Payable - Spirit Bank

                                  	 	 	175,177.52	 
	
                                    Notes
      Payable - Lester FT

                                  	 	 	485,340.16	 
	
                                    Notes
      Payable - Spherical LP

                                  	 	 	435,226.32	 
	
                                    Long
      Term Debt (Current Portion)

                                  	 	 	(685,216.83	)
	
                                    Notes
      Payable - Investors

                                  	 	 	1,954,434.02	 
	
                                    Long
      Term Portion of Lease

                                  	 	 	28,692.01	 
	
                                    Long
      Term Interest Payable

                                  	 	 	5,192.87	 
	
                                    Total
      Long Term Liabilities

                                  	 	 	8,168,496.53	 
	 
      	 	 	 	 
	
                                    Equity

                                  	 	 	 	 
	
                                    Member
      Capital

                                  	 	 	(4,583,378.52	)
	
                                    Retained
      Earnings - Current Year

                                  	 	 	(2,834,304.62	)
	
                                    Total
      Equity

                                  	 	 	(7,417,683.14	)
	 
      	 	 	 	 
	
                                    Total
      Liabilities and Equity

                                  	 	 	3,532,417.40	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Un-Audited
Financial Statements

    For
Management use only


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Terra
Telecom, LLC

    Income
Statement

    For the
Twelve Months Ending December 31, 2008

    


    
      
        
          
            
              	 
      	 	
                      Y T D

                    	 
	 
      	 	 	 
	
                      REVENUE

                    	 	 	 
	 
      	 	 	 
	
                      Telephony
      Revenue

                    	 	$	11,689,023.40	 
	
                      Maintenance
      Revenue

                    	 	 	3,207,907.99	 
	
                      Microwave
      Revenue

                    	 	 	2,820,258.82	 
	
                      Video
      & Cable Revenue

                    	 	 	92,327.13	 
	
                      Interconnect
      Revenue

                    	 	 	64,507.13	 
	
                      Other
      Income

                    	 	 	(16,025.10	)
	
                      TOTAL
      REVENUE

                    	 	 	17,857,999.37	 
	 
      	 	 	 	 
	
                      COST
      OF GOODS SOLD

                    	 	 	 	 
	 
      	 	 	 	 
	
                      Telephony
      COGS

                    	 	 	7,568,714.45	 
	
                      Video
      & Cable COGS

                    	 	 	3,951.16	 
	
                      Maintenance
      COGS

                    	 	 	7,077.11	 
	
                      Microwave
      COGS

                    	 	 	1,066,046.07	 
	
                      Other
      COGS

                    	 	 	2,114.05	 
	
                      TOTAL
      COST OF GOODS SOLD

                    	 	 	8,647,902.84	 
	 
      	 	 	 	 
	
                      GROSS
      PROFIT

                    	 	 	9,210,096.53	 
	 
      	 	 	 	 
	
                      OPERATING
      EXPENSES

                    	 	 	 	 
	 
      	 	 	 	 
	
                      Advertising
      & Marketing

                    	 	 	2,525.46	 
	
                      Bad
      Debt Expense

                    	 	 	87,822.20	 
	
                      Bank
      & Finance Fees

                    	 	 	304,948.51	 
	
                      GTF
      Finance Fees

                    	 	 	421,952.12	 
	
                      Dues,
      Fees & Subscriptions

                    	 	 	1,674.70	 
	
                      Licenses
      & Permits

                    	 	 	16,094.08	 
	
                      Fines
      & Penalties

                    	 	 	25,480.20	 
	
                      Building
      Repairs & Maintenance

                    	 	 	41,271.21	 
	
                      Insurance

                    	 	 	(666.39	)
	
                      Rent

                    	 	 	401,385.59	 
	
                      Utilities
      & Telephone

                    	 	 	335,757.22	 
	
                      Franchise
      & Property Taxes

                    	 	 	50,938.36	 
	
                      Gifts
      & Contributions

                    	 	 	7,287.91	 
	
                      Office
      Equipment & Supplies

                    	 	 	92,007.80	 
	
                      Postage

                    	 	 	47,234.89	 
	
                      Professional
      Services

                    	 	 	621,897.23	 
	
                      Inventory
      Adjustments

                    	 	 	(132.50	)
	
                      Meals
      & Entertainment

                    	 	 	352,102.72	 
	
                      Tools

                    	 	 	1,635.95	 
	
                      Travel

                    	 	 	460,948.78	 
	
                      Vehicle
      Expenses & Allowances

                    	 	 	525,015.93	 
	
                      Salaries

                    	 	 	6,260,939.60	 
	
                      Commissions

                    	 	 	342,717.71	 
	
                      Payroll
      Taxes

                    	 	 	514,281.36	 
	
                      Worker's
      Compensation

                    	 	 	144,203.21	 
	
                      Employee
      Benefits

                    	 	 	182,851.96	 
	
                      Contract
      Labor

                    	 	 	164,806.84	 
	
                      Miscellaneous
      Expenses

                    	 	 	13,237.39	 
	
                      TOTAL
      OPERATING EXPENSES

                    	 	 	11,420,220.04	 
	 
      	 	 	 	 
	
                      NET
      INCOME FROM OPERATIONS

                    	 	 	(2,210,123.51	)
	 
      	 	 	 	 
	
                      OTHER
      INCOME

                    	 	 	 	 
	 
      	 	 	 	 
	
                      Gain
      on Sale of Assets

                    	 	$	5,004.16	 
	
                      Other
      Miscellaneous Income

                    	 	 	160.44	 
	
                      TOTAL
      OTHER INCOME

                    	 	 	5,164.60	 
	 
      	 	 	 	 
	
                      OTHER
      EXPENSES

                    	 	 	 	 
	 
      	 	 	 	 
	
                      EARNINGS
      BEFORE INCOME TAXES, INTEREST & DEPRECIATION

                    	 	 	(2,204,958.91	)
	 
      	 	 	 	 
	
                      INCOME
      TAXES & DEPRECIATION

                    	 	 	 	 
	 
      	 	 	 	 
	
                      State
      Income Taxes

                    	 	 	1,358.63	 
	
                      Tax
      Penalties

                    	 	 	7,468.79	 
	
                      Interest
      Expense

                    	 	 	502,125.54	 
	
                      Depreciation
      & Amortization

                    	 	 	118,392.75	 
	
                      TOTAL
      TAXES & DEPRECIATION

                    	 	 	629,345.71	 
	
                      NET
      INCOME

                    	 	 	(2,834,304.62	)


            

          

        

      

    

    


    Un-Audited
Financial Statement

    For
Management Use only


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Terra
Telecom, LLC

    Balance
Sheet

    As of
12/31/09

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Assets

                                    
	
                                      Current
      Assets

                                    	 	 
	
                                      Cash

                                    	 	$	82,196.08	 
	
                                      A/R
      Trade

                                    	 	 	1,665,877.58	 
	
                                      Notes
      Receivable - Owners

                                    	 	 	438,163.34	 
	
                                      WIP

                                    	 	 	1,204,126.89	 
	
                                      Inventory

                                    	 	 	234,402.64	 
	
                                      Prepaid
      Supplies

                                    	 	 	121,683.28	 
	
                                      Total
      Current Assets

                                    	 	 	3,746,449.81	 
	 
      	 	 	 	 
	
                                      Fixed
      Assets

                                    	 	 	 	 
	
                                      Fixed
      Assets

                                    	 	 	709,526.88	 
	
                                      Leasehold
      Improvements

                                    	 	 	25,376.35	 
	
                                      Operations
      Software

                                    	 	 	116,947.00	 
	
                                      Accumulated
      Depreciation

                                    	 	 	(520,398.55	)
	
                                      Total
      Fixed Assets

                                    	 	 	331,451.68	 
	 
      	 	 	 	 
	
                                      Other
      Assets

                                    	 	 	 	 
	
                                      Other
      Deposits

                                    	 	 	42,563.26	 
	
                                      Employee
      Advances

                                    	 	 	54,528.12	 
	
                                      Total
      Other Assets

                                    	 	 	97,091.38	 
	
                                      Total
      Assets

                                    	 	$	4,174,992.87	 
	 
      	 	 	 	 
	
                                      Liabilities
      and Equity

                                    
	
                                      Current
      Liabilities

                                    	 	 	 	 
	
                                      Short
      Term Notes Payable

                                    	 	$	421,479.58	 
	
                                      A/P
      Trade

                                    	 	 	1,524,995.14	 
	
                                      Purchases
      Clearing

                                    	 	 	(267,259.54	)
	
                                      Accrued
      Rents

                                    	 	 	33,900.00	 
	
                                      Customer's
      Deposits

                                    	 	 	304,032.88	 
	
                                      Commissions
      Payable

                                    	 	 	37,189.51	 
	
                                      Sales
      Tax Payable

                                    	 	 	55,256.94	 
	
                                      Employment
      Taxes Payable

                                    	 	 	811,034.56	 
	
                                      Excise
      Tax Payable

                                    	 	 	5.79	 
	
                                      Notes
      Payable - Owners

                                    	 	 	299,100.15	 
	
                                      Amex
      Clearing

                                    	 	 	116,944.81	 
	
                                      Total
      Current Liabilities

                                    	 	 	3,336,679.82	 
	 
      	 	 	 	 
	
                                      Long
      Term Liabilites

                                    	 	 	 	 
	
                                      Notes
      Payable - Thermo LOC

                                    	 	 	3,098,095.39	 
	
                                      Notes
      Payable - Prior Owners

                                    	 	 	2,524,806.22	 
	
                                      Notes
      Payable - Spirit Bank

                                    	 	 	102,035.26	 
	
                                      Notes
      Payable - Spherical LP

                                    	 	 	435,226.32	 
	
                                      Notes
      Payable - Investors

                                    	 	 	1,965,976.38	 
	
                                      Long
      Term Portion of Lease

                                    	 	 	16,135.30	 
	
                                      Long
      Term Interest Payable

                                    	 	 	5,192.87	 
	
                                      Total
      Long Term Liabilities

                                    	 	 	8,147,467.74	 
	 
      	 	 	 	 
	
                                      Equity

                                    	 	 	 	 
	
                                      Member
      Capital

                                    	 	 	(7,605,360.10	)
	
                                      Retained
      Earnings - Current Year

                                    	 	 	296,205.41	 
	
                                      Total
      Equity

                                    	 	 	(7,309,154.69	)
	 
      	 	 	 	 
	
                                      Total
      Liabilities and Equity

                                    	 	 	4,174,992.87	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Un-Audited
Financial Statements

    For
Management use only



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Terra
      Telecom, LLC

                                
	
                                  Balance
      Sheet

                                
	
                                  As
      of 07/31/10

                                
	 
      	 	 
	
                                  Assets

                                
	
                                  Current
      Assets

                                	 	 
	
                                  Cash

                                	 	$	34,619.99	 
	
                                  A/R
      Trade

                                	 	 	863,869.08	 
	
                                  Notes
      Receivable - Owners

                                	 	 	438,163.34	 
	
                                  WIP

                                	 	 	1,089,213.51	 
	
                                  Inventory

                                	 	 	292,262.08	 
	
                                  Prepaid
      Supplies

                                	 	 	167,720.63	 
	
                                  Total
      Current Assets

                                	 	 	2,885,848.63	 
	 
      	 	 	 	 
	
                                  Fixed
      Assets

                                	 	 	 	 
	
                                  Fixed
      Assets

                                	 	 	711,303.23	 
	
                                  Leasehold
      Improvements

                                	 	 	25,376.35	 
	
                                  Operations
      Software

                                	 	 	116,947.00	 
	
                                  Accumulated
      Depreciation

                                	 	 	(520,398.55	)
	
                                  Total
      Fixed Assets

                                	 	 	333,228.03	 
	 
      	 	 	 	 
	
                                  Other
      Assets

                                	 	 	 	 
	
                                  Other
      Deposits

                                	 	 	59,976.55	 
	
                                  Employee
      Advances

                                	 	 	90,488.24	 
	
                                  Total
      Other Assets

                                	 	 	150,464.79	 
	
                                  Total
      Assets

                                	 	$	3,369,541.45	 
	 
      	 	 	 	 
	
                                  Liabilities
      and Equity

                                
	
                                  Current
      Liabilities

                                	 	 	 	 
	
                                  Short
      Term Notes Payable

                                	 	$	330,266.84	 
	
                                  A/P
      Trade

                                	 	 	1,727,065.66	 
	
                                  Purchases
      Clearing

                                	 	 	320,704.38	 
	
                                  Accrued
      Expenses

                                	 	 	108,255.57	 
	
                                  Accrued
      Rents

                                	 	 	33,900.00	 
	
                                  Customer's
      Deposits

                                	 	 	676,874.02	 
	
                                  Workers
      Comp Payable

                                	 	 	(8,361.79	)
	
                                  Commissions
      Payable

                                	 	 	37,189.51	 
	
                                  Sales
      Tax Payable

                                	 	 	96,206.40	 
	
                                  Employment
      Taxes Payable

                                	 	 	769,418.34	 
	
                                  Excise
      Tax Payable

                                	 	 	5.32	 
	
                                  Health
      Insurance Payable

                                	 	 	(4,622.74	)
	
                                  Aflac
      Ins Payable

                                	 	 	(259.52	)
	
                                  401k
      Payable

                                	 	 	658.64	 
	
                                  Notes
      Payable - Owners

                                	 	 	532,100.15	 
	
                                  Amex
      Clearing

                                	 	 	13,843.94	 
	
                                  Total
      Current Liabilities

                                	 	 	4,633,244.72	 
	 
      	 	 	 	 
	
                                  Long
      Term Liabilites

                                	 	 	 	 
	
                                  Notes
      Payable - Thermo LOC

                                	 	 	2,871,813.99	 
	
                                  Notes
      Payable - Prior Owners

                                	 	 	2,495,427.28	 
	
                                  Notes
      Payable - Spirit Bank

                                	 	 	54,802.79	 
	
                                  Notes
      Payable - Spherical LP

                                	 	 	435,226.32	 
	
                                  Notes
      Payable - Investors

                                	 	 	1,962,077.09	 
	
                                  Long
      Term Portion of Lease

                                	 	 	3,470.11	 
	
                                  Long
      Term Interest Payable

                                	 	 	5,192.87	 
	
                                  Total
      Long Term Liabilities

                                	 	 	7,828,010.45	 
	 
      	 	 	 	 
	
                                  Equity

                                	 	 	 	 
	
                                  Member
      Capital

                                	 	 	(7,408,385.51	)
	
                                  Retained
      Earnings - Current Year

                                	 	 	(1,683,328.21	)
	
                                  Total
      Equity

                                	 	 	(9,091,713.72	)
	 
      	 	 	 	 
	
                                  Total
      Liabilities and Equity

                                	 	 	3,369,541.45	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Un-Audited
Financial Statements

    For
Management use only


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Terra
Telecom, LLC

    Income
Statement

    For the
Seven Months Ending July 31, 2010

    


    
      
        
          	 
      	 	
                  Y T D

                	 
	 
      	 	 	 
	
                  REVENUE

                	 	 	 
	 
      	 	 	 
	
                  Telephony
      Revenue

                	 	$	2,811,353.64	 
	
                  Maintenance
      Revenue

                	 	 	1,998,824.37	 
	
                  Microwave
      Revenue

                	 	 	463,042.83	 
	
                  Video
      & Cable Revenue

                	 	 	12,615.37	 
	
                  Interconnect
      Revenue

                	 	 	9,086.65	 
	
                  Other
      Income

                	 	 	24,185.67	 
	
                  TOTAL
      REVENUE

                	 	 	5,319,108.53	 
	 
      	 	 	 	 
	
                  COST
      OF GOODS SOLD

                	 	 	 	 
	 
      	 	 	 	 
	
                  Telephony
      COGS

                	 	 	2,235,936.44	 
	
                  Microwave
      COGS

                	 	 	225,614.97	 
	
                  TOTAL
      COST OF GOODS SOLD

                	 	 	2,461,551.41	 
	 
      	 	 	 	 
	
                  GROSS
      PROFIT

                	 	 	2,857,557.12	 
	 
      	 	 	 	 
	
                  OPERATING
      EXPENSES

                	 	 	 	 
	 
      	 	 	 	 
	
                  Advertising
      & Marketing

                	 	 	19,976.97	 
	
                  Bad
      Debt Expense

                	 	 	754.83	 
	
                  Bank
      & Finance Fees

                	 	 	22,465.33	 
	
                  Dues,
      Fees & Subscriptions

                	 	 	4,002.50	 
	
                  Licenses
      & Permits

                	 	 	8,097.43	 
	
                  Fines
      & Penalties

                	 	 	24,806.40	 
	
                  Building
      Repairs & Maintenance

                	 	 	8,686.27	 
	
                  Insurance

                	 	 	6,214.36	 
	
                  Rent

                	 	 	164,453.63	 
	
                  Utilities
      & Telephone

                	 	 	129,453.05	 
	
                  Franchise
      & Property Taxes

                	 	 	18,199.77	 
	
                  Gifts
      & Contributions

                	 	 	2,088.48	 
	
                  Office
      Equipment & Supplies

                	 	 	46,392.00	 
	
                  Postage

                	 	 	34,264.68	 
	
                  Professional
      Services

                	 	 	116,522.10	 
	
                  Inventory
      Adjustments

                	 	 	31.82	 
	
                  Meals
      & Entertainment

                	 	 	38,085.32	 
	
                  Tools

                	 	 	734.25	 
	
                  Travel

                	 	 	71,853.13	 
	
                  Vehicle
      Expenses & Allowances

                	 	 	251,115.86	 
	
                  Salaries

                	 	 	2,709,904.59	 
	
                  Payroll
      Taxes

                	 	 	225,032.28	 
	
                  Worker's
      Compensation

                	 	 	57,929.05	 
	
                  Employee
      Benefits

                	 	 	72,252.59	 
	
                  Contract
      Labor

                	 	 	37,821.88	 
	
                  Miscellaneous
      Expenses

                	 	 	3,791.48	 
	
                  TOTAL
      OPERATING EXPENSES

                	 	 	4,074,930.05	 
	 
      	 	 	 	 
	
                  NET
      INCOME FROM OPERATIONS

                	 	 	(1,217,372.93	)
	 
      	 	 	 	 
	
                  OTHER
      INCOME

                	 	 	 	 
	 
      	 	 	 	 
	
                  OTHER
      EXPENSES

                	 	 	 	 
	 
      	 	 	 	 
	
                  EARNINGS
      BEFORE INCOME TAXES, INTEREST & DEPRECIATION

                	 	$	(1,217,372.93	)
	 
      	 	 	 	 
	
                  INCOME
      TAXES & DEPRECIATION

                	 	 	 	 
	 
      	 	 	 	 
	
                  Interest
      Expense

                	 	 	465,955.28	 
	
                  TOTAL  TAXES
      & DEPRECIATION

                	 	 	465,955.28	 
	
                  NET
      INCOME

                	 	 	(1,683,328.21	)


        

      

    

    


    Un-Audited
Financial Statement

    For
Management Use only


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.8

    


    
      
        
          
            
              	
                      Employee

                    	 	
                      Annual
      Base Salary

                    	 
	 
      	 	 	 
	
                      Dice,
      Scott

                    	 	
                      100,000.00

                    	 
	
                      Gemayel,
      Wassim

                    	 	
                      120,000.00

                    	 
	
                      Glass,
      Adam

                    	 	
                      125,000.00

                    	 
	
                      Reilly,
      Colin

                    	 	
                      102,400.00

                    	 
	
                      Whiting,
      Ronald

                    	 	
                      125,000.00

                    	 


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.10.1

     

    Terra
Telecom, LLC 401-K Plan - Number G97658

    American
United Life Insurance Company

    P.O. Box
368

    Indianapolis,
IN  46206-0368

    


    (a)  Employment
Agreements:

    Clark,
Wade

    McCart,
Jerry

    Shepard,
David

    


    Sub-Contractor
Agreements:

    Earthbait,
LLC

    Gemayel,
Wassim

    Hartman,
William

    Shepard,
Michael

    Tertocha,
Tom

    Wilkins,
Mark

    


    Borrowing
Contract:

    Thermo
Credit, LLC

    


    Lease
Contract (Building):

    MDS Real
Estate

    


    (c)

    


    (f)

    


    (l) –
(n)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.12

     

    


    The
company has no encumbrances or liens on any assets related to the Balance Sheet
except those listed as liabilities on the Balance Sheet.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.13

     

    Liens:

    Mechanic’s and Materialman’s
Lien

    Unity
Technology Services, LLC

    RCS Preliminary Lien Service,
Inc.

    File No.
23721

    Filed:  August
20, 2010

    Total:  $60,610.61

    


    Judgments:

    Lester Family Revocable Trust and Steve
Robertson

    Drummond LAW, PLCC, Attorneys for
Plantiffs

    Case No. CJ-2009-04029

    Filed August 11,
2010     Judge Daman Cantrell

    Total:  $750,000.00 plus
Interest

    


    Robert Half Int’l Inc.

    David Pour & Associates,
LLP

    Index
No.  CV-031925-09/NY

    Filed
August 2, 2010     Judge Jack Baer

    Total:  $5,346.66

    


    Robert
Half Int’l Inc.

    Theodore
P. Gibson, Attorney

    Case
No:  CJ-2010-03516

    Filed
June 1, 2010

    Total:  $25,000.00

    


    Suits:

    Genesis Networks Enterprises,
LLC

    Gardere Wynne Sewell LLP

    Cause No. 2010CI14141

    Filed
August 23,2010

    Total:  $718,197.86
plus Interest

    


    Source
Capital Group

    Federman
& Sherwood Law

    Civil
Action No. 4:10-cv-00405

    Filed
8/12/10

    Total:  $81,492.10
plus interest & fees

    


    Brooke
Murphy

    Latham,
Wagner, Steele & Lehman, P.C.

    Case No.
CJ-2008-07954

    Filed

    (Terra’s
counsel withdrew on5/18/2010)

    New
depositions were taken on 9/14/10


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    North
Star Construction

    Lacy
Katzen, LLP

    Civil
Action Index No. 2010-0390

    State of
New York, County of Yates

    Filed:
8/31/10

    Total:
$18,445.00

    


    Agreements:

    Donald C. Greene
Development

    Latham, Wagner, Steele & Lehman,
P.C.

    Case
No.  CJ-2009-7501

    Filed June 30, 2010

    Total:  $18,304.60 @
$1,803.46/Mo for 11 Months

    


    M& A Technology, Inc.

    Christopher Kalis,
Attorney

    Cause No. CC-10-03866-C

    Filed 6/8/2010

    Total:  $46,727.00 @
$3,337.65/Mo for 14 Months

    


    Dorothy Love

    Stoops
& LaCourse, PLCC

    Filed
9/17/2010

    Total:  $19,390.01
@ $3,000.00 bi-weekly until paid in full

    


    Business
Software Alliance

    Donahue
Gallagher Woods, LLP

    Filed
9/2/2010

    Total:  $131,223.50

    


    Deborah
Murphy

    Mark A.
Zannotti, Attorney

    Case
No.  CJ-2008-07954

    Filed
June 17, 2010

    Total:  $11,783.43    Due
within nine (9) months of filing date

    


    American Red Cross

    Haynes and Boone, LLP

    Cause No.
001-01657-2009

    Filed April 15, 2010

    Total:    $36,000  @
$3,000/Mo for 12 Months

    


    Orders:

    Paul E. Swain, P.L.C.,
Plantiff

    Case No. SC-2010-14044

    Filed
9/8/2010  Hearing:  10/1/2010

    Collection
Item:  $5,293.34


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.14.1

     

    TAXES/RETURNS
DUE as of 7/31/2010

    


    
      
        
          
            
              
                	
                        Federal:

                      	 	 	 	 
	
                        Q4,
      2008 Soc. Sec.

                      	 	$	138,455.74	 	 
	
                        Q4,
      2008 Medi-Care

                      	 	$	126,667.93	 	 
	
                        Q4,
      2008 Federal

                      	 	$	143,994.05	 	 
	
                        Q1,
      2009 Soc. Sec.

                      	 	$	108,907.92	 	 
	
                        Q1,
      2009 Medi-Care

                      	 	$	25,470.26	 	 
	
                        Q1,
      2009 Federal

                      	 	$	110,598.77	 	 
	 
      	 	 	 	 	 
	
                        State
      Withholding:

                      	 	 	 	 	 
	
                        Oklahoma

                      	 	$	18,175.58	 	 
	
                        Colorado

                      	 	$	2.044.00	 	 
	
                        Massachusetts

                      	 	$	204.65	 	 
	
                        New
      York

                      	 	$	5,797.18	 	 
	
                        Georgia

                      	 	$	2.261.98	 	 
	
                        California

                      	 	$	2.454.30	 	 
	
                        New
      Jersey

                      	 	$	6,062.62	 	 
	
                        Kentucky

                      	 	$	465.14	 	 
	
                        Arizona

                      	 	$	4,906.48	 	 
	
                        Pennsylvania

                      	 	$	2,131.90	 	 
	
                        Maryland

                      	 	$	2,712.33	 	 
	
                        Virginia

                      	 	$	4,164.02	 	 
	
                        Oregon

                      	 	$	2,848.25	 	 
	
                        New
      Mexico

                      	 	$	412.62	 	 
	 
      	 	 	 	 	 
	
                        FUTA:

                      	 	$	4.55	 	 
	 
      	 	 	 	 	 
	
                        SUTA:

                      	 	 	 	 	 
	
                        Oklahoma

                      	 	$	429.72	 	 
	
                        Texas

                      	 	$	948.53	 	 
	
                        California

                      	 	$	420.34	 	 
	
                        Missouri

                      	 	$	278.92	 	 
	
                        New
      Jersey

                      	 	$	3,248.02	 	 
	
                        Oregon

                      	 	$	995.10	 	 
	 
      	 	 	 	 	 
	
                        SDI:

                      	 	 	 	 	 
	
                        California

                      	 	$	384.97	 	 
	
                        New
      Jersey

                      	 	$	359.81	 	 
	
                        Pennsylvania

                      	 	$	43.55	 	 
	
                        ETT:

                      	 	 	 	 	 
	
                        New
      Jersey

                      	 	$	229.50	 	 
	
                        Pennsylvania

                      	 	$	190.57	 	 


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                CITY:

                              	 	 	 	 	 
	
                                New
      York

                              	 	$	2,489.43	 	 	 
	
                                Colorado

                              	 	$	42.37	 	 	
                                Occupational Privilege Tax

                              
	 
      	 	 	 	 	 	 
	
                                Sales
      Tax:

                              	 	 	 	 	 	 
	
                                Arizona

                              	 	$	370.49	 	 	
                                August
      2010

                              
	
                                Oklahoma

                              	 	$	6,411.40	 	 	
                                August
      2010

                              
	
                                Texas

                              	 	$	486.35	 	 	
                                August,
      2010

                              
	
                                New
      Jersey

                              	 	$	300.25	 	 	
                                Q1,
      2010

                              
	
                                New
      Jersey

                              	 	$	9,574.00	 	 	
                                Q2,
      2009

                              
	
                                New
      Jersey

                              	 	$	2,501.66	 	 	
                                Q3,
      2009

                              
	
                                New
      Jersey

                              	 	$	1,291.01	 	 	
                                Q4,
      2009

                              
	
                                Arizona

                              	 	$	685.11	 	 	
                                July,
      2010

                              
	
                                California

                              	 	$	5,962.00	 	 	
                                Q1
      & Q3, 2009

                              
	
                                California

                              	 	$	220.00	 	 	
                                Q1,
      2010

                              
	
                                Colorado

                              	 	$	74.00	 	 	
                                Q1,
      2010

                              
	
                                City
      of Denver

                              	 	$	369.59	 	 	
                                September,
      2009

                              
	
                                Colorado

                              	 	$	4,430.00	 	 	
                                September,
      2009

                              
	
                                Connecticut

                              	 	$	1,465.00	 	 	
                                Q4,
      2009

                              
	
                                Connecticut

                              	 	$	29,562.00	 	 	
                                Q1,
      2010

                              
	
                                Connecticut

                              	 	$	3,828.00	 	 	
                                Q2,
      2010

                              
	
                                Georgia

                              	 	$	2,044.64	 	 	
                                August,
      2010

                              
	
                                Massachusetts

                              	 	$	550.25	 	 	
                                January,
      2010

                              
	
                                Massachusetts

                              	 	$	124.38	 	 	
                                February,
      2010

                              
	
                                New
      York

                              	 	$	1,147.25	 	 	
                                Dec.
      09-Feb. 2010

                              
	
                                Oklahoma

                              	 	$	2,983.90	 	 	
                                May,
      2010

                              
	
                                Oklahoma

                              	 	$	687.96	 	 	
                                June,
      2010

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.14.2

    


    Taxing
Authority Issues

    


    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.16

    


    Welfare Benefit
Plans

    Aetna,
Inc. – medical benefits

    Humana,
Inc. – dental and vision benefits

    BCBS –
medical benefits

    Prudential
– Group Life/AD&D benefits

    Aflac –
Supplemental insurance

    Short
Term Disability

    Vacation

    401(k)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3.17

    


    Banks,
Brokers and Proxies

    


    F&M
Bank & Trust Company:

    


    A/C
400041           Reserve
Account

    Lockbox
account; receives and sends wires.

    


    A/C
400033           Distribution
Account

    Checking
account

    


    A/C
374288           Payroll
Account

    Checking
account used for transmitting payroll taxes,   401-K
contributions, other miscellaneous payments.

    


    
      SpiritBank

    

    


    
      A/C
80040165 Payroll Account

    

    Checking
account used for all payroll ach files and manual checks.

    


    A/C
80047624       Travel Account

    Checking
account with debit card.  The debit card is used by the travel agency
to charge airfare and hotels.  Small equipment purchases requiring
immediate payment are made with this card.

    


    A/C
80047855       Equipment Account

    Formerly
used for maintaining down payment funds from customers for the purchase of
equipment.

    


    
      Bank of
America

    

    


    
      A/C
5801072868  Lockbox Account

    

    
      Formerly
was our primary lockbox for all receipts.  Only used now for
occasional receipts.

    

    


    
      BancFirst

    

    


    
      A/C
006006731

    

    Checking
Account          Not in
use.  Account still has a small balance.

    


    
      Signers
on all accounts:  David
Shepard and Wade Clark

    

    
      Authorized
agents:                        Ron Smith
and Pat Fisher

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.18

     

    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
3.19

    


    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
3.20

    


    Insurance

    


    John
Hancock Life Insurance Company

    Insured:  Michael
David Shepard

    Policy
Number  81 032 385

    Term Life
Policy:  $4,000,000.00

    


    Met Life
Insurance Company

    Insured:  Jerry
J. McCart

    Term Life
Policy:  $500,000.00

    


    Hartford
Fire Insurance Company

    Commercial
General Liability

    Policy
Number 38UUNL07191

    Each
Occurrence:  $1,000,000.00

    General
Aggregate:  $2,000,000.00

    


    Sentinel
Insurance Company, LTD.

    Automobile
Liability

    Policy
Number  38UUNL07191

    Combined
Single Limit:  $1,000,000.00

    


    The
Hartford Insurance Company

    Excess/Umbrella
Liability

    Policy
Number  38RHUKJ3410

    Each
Occurrence:  $5,000,000.00

    


    Hartford
Fire Insurance Company

    Worker’s
Compensation

    Policy
Number  38WEZH0772

    Each
Accident:  $1,000,000.00

    Property
Section

    Policy
Number  38UUNL07191

    Equipment
Floats

    Policy
Number  38UUNL07191

    


    Hartford
Fire Insurance Company

    Installation
& Builders Risk & Equipment Floater

    Policy
Number 38UUNL07191

    Single
Location Limit: $600,000.00ched.