Unassociated Document


    AGREEMENT
      FOR SALE OF MINERAL RIGHTS

    


    This
      agreement is executed between FIRECREEK PETROLEUM, INC., a wholly-owned
      subsidiary of EGPI Firecreek, Inc. (“Seller”)
      and
      NEWPORT OIL CORPORATION A/K/A NEWPORT OIL, INC. (“Purchaser”).

    


    Recitals

    WHEREAS,
      Seller desires to sell, and Purchaser desires to purchase, all of Seller’s
      50-percent undivided interest in the mineral rights created by oil and gas
      leases upon the real property described in the attached exhibit “a,” as well as
      Seller’s interest in oil, gas, water disposal, and other wells located upon such
      real property (the “Mineral
      Rights”),
      and

     

    WHEREAS,
      Seller desires to sell, and Purchaser desires to purchase, all of Seller’s
      interest in a lawsuit currently pending in the Third Judicial District Court
      of
      Sweetwater County, Wyoming, being cause number Civil C-07-821-R, and styled
      Newport
      Oil Corp v. Inter-Mountain Pipe and Threading Co.
      (the
“Lawsuit”);

     

    NOW,
      THEREFORE, for and in consideration of the mutual promises contained with this
      agreement, the parties have agreed as follows:

    


    I.
      TRANSFER OF INTEREST

     

    Seller,
      for and in consideration of the payment of $125,000.00, and Purchaser’s
      assumption of all post-transfer liability and obligations in connection with
      the
      expense of prosecuting the Lawsuit, does hereby agree to irrevocably assign,
      transfer, and set over to Purchaser all of Seller’s right, title, and interest
      to the Mineral Rights and the Lawsuit.

    


    II.
      AMOUNT OF SALES PRICE

     

    The
      sales
      price for this sale of the Minerals Rights and interest in the Lawsuit shall
      be
      the sum of $125,000.00, payable in cash at closing, by Purchaser’s assumption of
      all post-transfer liability and expense with regard to the Lawsuit.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    III.
      PAYMENT OF CONSIDERATION

     

    The
      amount set forth in section I above to be paid to Seller by Purchaser shall
      be
      due and payable as follows: by wire to Bank of America account number 004 6212
      05374, ABA number 026 009 953, FBO: Firecreek Petroleum, Inc., 50 Commonwealth
      Avenue, suite 2, Boston, Massachusetts 02116.

     

    IV.
      CLOSING

     

    Closing
      of this sale shall be on.

    


    V.
      AGREEMENT TO EXECUTE DOCUMENTS

     

    Each
      of
      the parties to this agreement hereby agrees to execute any and all documents
      necessary or appropriate to transfer the interests hereby conveyed.

    


    VI.
      ASSUMPTION OF OBLIGATIONS

     

    By
      the
      execution and delivery of this agreement by Seller, and acceptance of same
      by
      Purchaser, Purchaser expressly assumes all obligations relating to the
      post-transfer expense of the Lawsuit, and Purchaser hereby agrees to indemnify
      and hold Seller harmless from all such existing obligations and future
      obligations and liabilities relating to the Lawsuit.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    


    EXECUTED
      by Seller this ____ day of ___________________, 20___.

    
      
        	 	 	 
	 	SELLER:
	 	 
	 	FIRECREEK PETROLEUM,
                INC.
	 
 	 
 	 
 
	 	by:	  
                
	 	name:	  

	 	title:	  
                


      

    

    EXECUTED
      by Purchaser this ____ day of ______________, 20___.


    
      	 	 	 
	 	PURCHASER:
	 	 
	 	
              NEWPORT
                OIL CORPORATION

              A/K/A
                NEWPORT OIL, INC.

            
	 
 	 
 	 
 
	 	by:	  
              
	 	name:	  

	 	title: