STOCK
PURCHASE AGREEMENT

     

    By
and Among

     

    DAVID
TAYLOR,

     

    WILLOIL
CONSULTING LLC.,

     

    UFS,
INC.,

     

    CHANWEST
RESOURCES, INC.,

     

    a
Texas corporation

     

    and

     

    EGPI
FIRECREEK, INC.,

     

    a
Nevada corporation

     

    REGARDING
ALL OF THE ISSUED AND OUTSTANDING STOCK OF

     

    CHANWEST
RESOURCES, INC.,

     

    a
Texas corporation


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	 
      	 	
                                              Page

                                            
	 
      	 
      	 	 
	
                                              ARTICLE 1 PURCHASE OF STOCK AND PURCHASE
      PRICE

                                            	 	 	1
	
                                              1.1

                                            	
                                              PURCHASE AND
      SALE

                                            	 	 	1
	
                                              1.2

                                            	
                                              PURCHASE
      PRICE

                                            	 	 	1
	
                                              1.3

                                            	
                                              DEPOSIT

                                            	 	 	2
	
                                              1.4

                                            	
                                              EMPLOYEE BONUS
      POOL

                                            	 	 	2
	 
      	 	 	 
	
                                              ARTICLE
      2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE
      CORPORATION

                                            	 	 	3
	
                                              2.1

                                            	
                                              CORPORATE
      ORGANIZATION

                                            	 	 	3
	
                                              2.2

                                            	
                                              SUBSIDIARIES AND
      AFFILIATES

                                            	 	 	3
	
                                              2.3

                                            	
                                              CAPITAL
      STOCK

                                            	 	 	3
	
                                              2.4

                                            	
                                              CORPORATE
      RECORDS

                                            	 	 	3
	
                                              2.5

                                            	
                                              AUTHORIZATION

                                            	 	 	3
	
                                              2.6

                                            	
                                              NO
    VIOLATION

                                            	 	 	4
	
                                              2.7

                                            	
                                              FINANCIAL
      STATEMENTS

                                            	 	 	4
	
                                              2.8

                                            	
                                              EMPLOYEES

                                            	 	 	5
	
                                              2.9

                                            	
                                              ABSENCE OF CERTAIN
      CHANGES

                                            	 	 	5
	
                                              2.10

                                            	
                                              CONTRACTS

                                            	 	 	5-6
	
                                              2.11

                                            	
                                              BROKERAGE

                                            	 	 	7
	
                                              2.12

                                            	
                                              TITLE AND RELATED
      MATTERS

                                            	 	 	7
	
                                              2.13

                                            	
                                              LITIGATION

                                            	 	 	7
	
                                              2.14

                                            	
                                              TAX
    MATTERS

                                            	 	 	7-8
	
                                              2.15

                                            	
                                              COMPLIANCE WITH LAW AND
      APPLICABLE GOVERNMENT

                                            	 	 	9
	
                                              2.16

                                            	
                                              ERISA AND RELATED
      MATTERS

                                            	 	 	9
	
                                              2.17

                                            	
                                              BANKS, BROKERS AND
      PROXIES

                                            	 	 	10
	
                                              2.18

                                            	
                                              INTELLECTUAL
      PROPERTY

                                            	 	 	10
	
                                              2.19

                                            	
                                              DEALINGS WITH
      AFFILIATES

                                            	 	 	10
	
                                              2.20

                                            	
                                              INSURANCE

                                            	 	 	10
	 
      	 	 	 
	
                                              ARTICLE
      3 [INTENTIONALLY  LEFT BLANK]

                                            	 	 	11
	 
      	 	 	 
	
                                              ARTICLE
      4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

                                            	 	 	11
	
                                              4.1

                                            	
                                              CORPORATE
      ORGANIZATION

                                            	 	 	11
	
                                              4.2

                                            	
                                              CAPITAL
      STOCK

                                            	 	 	11
	
                                              4.3

                                            	
                                              AUTHORIZATION

                                            	 	 	11
	
                                              4.4

                                            	
                                              NO
    VIOLATION

                                            	 	 	12
	
                                              4.5

                                            	
                                              FINANCIAL
      STATEMENTS

                                            	 	 	12
	
                                              4.6

                                            	
                                              BROKERAGE

                                            	 	 	12
	
                                              4.7

                                            	
                                              INVESTMENT
      INTENT

                                            	 	 	13
	
                                              4.8

                                            	
                                              DISCLOSURE

                                            	 	 	13


                                    

                                  

                                

                              

                               

                              
                                
                                  
                                     


                                  

                                  
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                                              ARTICLE
      5 COVENANTS OF THE PURCHASER

                                            	 	 	13
	
                                              5.1

                                            	
                                              CONSENTS

                                            	 	 	13
	
                                              5.2

                                            	
                                              BREACH OF
      AGREEMENT

                                            	 	 	13
	
                                              5.3

                                            	
                                              CONFIDENTIALITY

                                            	 	 	13
	 
      	 	 	 
	
                                              ARTICLE
      6 OTHER AGREEMENTS

                                            	 	 	13
	
                                              6.1

                                            	
                                              TAX
    RETURNS

                                            	 	 	13
	
                                              6.2

                                            	
                                              AUDITS

                                            	 	 	14
	
                                              6.3

                                            	
                                              EMPLOYMENT
      AGREEMENT

                                            	 	 	14
	
                                              6.4

                                            	
                                              FURTHER
      ASSURANCES

                                            	 	 	14
	
                                              6.5

                                            	
                                              NO SOLICITATION OR
      NEGOTIATION

                                            	 	 	15
	 
      	 	 	 
	
                                              ARTICLE
      7 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

                                            	 	 	15
	
                                              7.1

                                            	
                                              REPRESENTATIONS AND WARRANTIES;
      PERFORMANCE

                                            	 	 	15
	
                                              7.2

                                            	
                                              CONSENTS AND
      APPROVALS

                                            	 	 	15
	
                                              7.3

                                            	
                                              NO MATERIAL ADVERSE
      CHANGE

                                            	 	 	16
	
                                              7.4

                                            	
                                              NO PROCEEDING OR
      LITIGATION

                                            	 	 	16
	
                                              7.5

                                            	
                                              PROCEEDINGS AND
      DOCUMENTS

                                            	 	 	16
	
                                              7.6

                                            	
                                              SECRETARY’S
      CERTIFICATE

                                            	 	 	16
	
                                              7.7

                                            	
                                              EMPLOYMENT
      AGREEMENT

                                            	 	 	16
	
                                              7.8

                                            	
                                              OTHER
      DOCUMENTS

                                            	 	 	16
	 
      	 	 	 
	
                                              ARTICLE
      8 CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND THE
      CORPORATION

                                            	 	 	16
	
                                              8.1

                                            	
                                              REPRESENTATIONS AND WARRANTIES;
      PERFORMANCE

                                            	 	 	16
	
                                              8.2

                                            	
                                              CONSENTS AND
      APPROVALS

                                            	 	 	17
	
                                              8.3

                                            	
                                              NO PROCEEDING OR
      LITIGATION

                                            	 	 	17
	
                                              8.4

                                            	
                                              FULL PAYMENT TO
      SELLERS

                                            	 	 	17
	
                                              8.7

                                            	
                                              PROCEEDINGS AND
      DOCUMENTS

                                            	 	 	17
	
                                              8.8

                                            	
                                              SECRETARY’S
      CERTIFICATE

                                            	 	 	17
	
                                              8.9

                                            	
                                              CERTIFICATE OF GOOD
      STANDING

                                            	 	 	17
	
                                              8.1

                                            	
                                              OTHER
      DOCUMENTS

                                            	 	 	17
	 
      	 	 	 
	
                                              ARTICLE
      9 CLOSING

                                            	 	 	18
	
                                              9.1

                                            	
                                              CLOSING

                                            	 	 	18
	
                                              9.2

                                            	
                                              INTERVENING
      LITIGATION

                                            	 	 	18
	 
      	 	 	 
	
                                              ARTICLE
      10 TERMINATION PRIOR TO CLOSING

                                            	 	 	18
	
                                              10.1

                                            	
                                              METHODS OF
      TERMINATION

                                            	 	 	18
	
                                              10.2

                                            	
                                              TERMINATION OF
      OBLIGATIONS

                                            	 	 	19
	 
      	 	 	 
	
                                              ARTICLE
      11 INDEMNIFICATION

                                            	 	 	19
	
                                              11.1

                                            	
                                              THE SELLERS’ AGREEMENT TO
      INDEMNIFY

                                            	 	 	19
	
                                              11.2

                                            	
                                              THE PURCHASER’S AGREEMENT TO
      INDEMNIFY

                                            	 	 	19
	
                                              11.3

                                            	
                                              LIMITATIONS ON
      INDEMNIFICATION

                                            	 	 	20
	
                                              11.4

                                            	
                                              THIRD PARTY
      INDEMNIFICATION

                                            	 	 	20
	
                                              11.5

                                            	
                                              SURVIVAL; TIME TO ASSERT
      CLAIMS

                                            	 	 	21


                                    

                                  

                                

                              

                               

                              
                                
                                   


                                

                                
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                                                11.6

                                              	
                                                INDEMNIFICATION; SOLE
      REMEDY

                                              	 	 	21
	 
      	 	 	 
	
                                                ARTICLE
      12 MISCELLANEOUS PROVISIONS

                                              	 	 	22
	
                                                12.1

                                              	
                                                AMENDMENT AND
      MODIFICATION

                                              	 	 	22
	
                                                12.2

                                              	
                                                ENTIRE
      AGREEMENT

                                              	 	 	22
	
                                                12.3

                                              	
                                                CERTAIN
      DEFINITIONS

                                              	 	 	22-23-24
	
                                                12.4

                                              	
                                                NOTICES

                                              	 	 	24
	
                                                12.5

                                              	
                                                ASSIGNMENT

                                              	 	 	25
	
                                                12.6

                                              	
                                                GOVERNING
      LAW

                                              	 	 	26
	
                                                12.7

                                              	
                                                DISPUTE
      RESOLUTION

                                              	 	 	26
	
                                                12.8

                                              	
                                                COUNTERPARTS

                                              	 	 	26
	
                                                12.9

                                              	
                                                HEADINGS

                                              	 	 	26
	
                                                12.10

                                              	
                                                BINDING
      EFFECT

                                              	 	 	 
	
                                                12.11

                                              	
                                                DELAYS OR
      OMISSIONS

                                              	 	 	 
	
                                                12.12

                                              	
                                                SEVERABILITY

                                              	 	 	 
	
                                                12.13

                                              	
                                                EXPENSES

                                              	 	 	 


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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    STOCK
PURCHASE AGREEMENT

     

    THIS STOCK PURCHASE AGREEMENT
(the “AGREEMENT”), dated June 1, 2010, by and among EGPI FIRECREEK, INC., a Nevada
corporation, located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253
(the “PURCHASER”), DAVID
TAYLOR, a Louisiana resident (“DAVID”), WILLOIL CONSULTING, LLC, a
Louisiana corporation, located at 2061 North Cross Drive, Shreveport Louisiana,
71061 (“WILLOIL”) and together with UFS, INC., a New York
corporation, located at 80 Orville drive, Ste 100, Bohemia, New York 11716
(“UFS”) hereinafter sometimes referred to individually as a “SELLER” and
collectively as, the “SELLERS”), CHANWEST RESOURCES, INC., a
Texas corporation, located at 8411 Sterling St. Ste 102, Irving Texas 75016 (the
“CORPORATION” or “CHANWEST”), (the Sellers, the Purchaser, and the Corporation
collectively referred to herein as the “PARTIES”).RECITALS

     

    WHEREAS, the Sellers own all
of the issued and outstanding common stock of the Corporation;

     

    WHEREAS, the Sellers desire to
sell all of their interests in the Corporation to the Purchaser and the
Purchaser desires to purchase all of such interests from the
Sellers;

     

    WHEREAS, to induce each other
to enter into this Agreement, the Parties have agreed to execute, deliver and
perform certain obligations under this Agreement and the other related
agreements to which they are parties;

     

    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

    PURCHASE
OF STOCK AND PURCHASE PRICE

     

    1.1           PURCHASE AND SALE. Subject to
the terms and conditions of this Agreement, the Sellers agree to sell to the
Purchaser, and the Purchaser agrees to purchase from the Sellers, all of the
issued and outstanding shares of capital stock of the Corporation (the
“SHARES”).

     

    1.2           PURCHASE PRICE.

     

    1.2.1       The
Purchaser agrees to pay to the SELLERS aggregate consideration of $95,000 (the
“PURCHASE PRICE”) by issuance and delivery Purchasers restricted common stock in
exchange for all of stock (100%) in CHANWEST.

     

    1.2.2       The
Purchaser agrees to pay to the Sellers aggregate consideration delivery
of: 

     

    
      
         


      

      
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    (a)           22,946,859 shares of
the Company’s common stock issued to the Sellers pro rata based on their
ownership in CHANWEST representing $95,000 in value
("STOCK  CONSIDERATION").

    


    (b)           Of
the shares to be issued to Sellers by the Company pursuant to Section 1.2.2 (a)
above, ten percent (10%), or 2,294,686 shares shall be held back and not issued
for a period of one hundred twenty (120) days from Closing (the “holdback
period”) and shall thereafter be issued to Seller subject to the following
conditions having been met within the holdback period.

    


    i.) The
generation of gross revenues to CHANWEST of a minimum of $24,000 per week during
the holdback period ($384,000 revenue target in total) with such revenues being
derived from and produced by the activities of Mr. David Killian pursuant to the
Employment Agreement described in Section 6.3 of this
Agreement. 

    


    (c)           Purchaser Stock Issued To
The Sellers i) No fractional shares of Common Stock shall be issued
to the Sellers hereunder, and the number of shares of Common Stock to be issued
shall be  rounded down to the nearest whole share, ii) Shares of
Common Stock, when issued and delivered to the Seller in accordance with the
terms hereof, will be duly authorized, validly issued, fully-paid and
non-assessable, iii) the stock certificates evidencing the Shares of Common
Stock issued to Sellers will bear the following restrictive legend:

    


    THIS
SHARES OF STOCK EVIDENCED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

     

    1.3           WORKING CAPITAL
REQUIREMENT. The
Purchaser shall further provide working capital in the amount of One Hundred
Twenty Five Thousand $125,000 with $70,000 due upon execution of this Agreement
and $55,000 due within 30 days thereof or as mutually agreeable in writing
signed by the parties hereto.  

     

    1.4           EMPLOYEE BONUS
POOL. A
pool of shares of the Purchaser’s common stock, the amount to be agreed upon by
both the Purchaser and Seller but not to exceed 500,000 shares or more than .5%
(one half of one percent) of the Purchasers stock, whichever is lesser, shall be
made available for distribution to employees of the Corporation at the first
anniversary of the Closing in an incentive stock option plan for the benefit of
certain employees of the Companies designated by the Sellers, with an exercise
price not to exceed one hundred and ten percent market price on date of
issuance. The pool of shares will be determined to be available based on the
Corporations ability to earn a minimum of $300,000 before interest, taxes,
depreciation and amortization.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    ARTICLE
2

    REPRESENTATIONS
AND WARRANTIES OF THE SELLERS

    AND
THE CORPORATION

     

    The
Sellers and the Corporation, 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:

     

    2.1           CORPORATE
ORGANIZATION. The
Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas 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
Corporation is duly qualified or licensed to do business in good standing in
each of the jurisdictions listed on SCHEDULE 2.1 hereto.

     

    2.2           SUBSIDIARIES AND
AFFILIATES. Other
than as set forth on SCHEDULE 2.2, the Corporation has no
Subsidiaries.

     

    2.3           CAPITAL STOCK. The
entire authorized capital stock of the Corporation consists of One Hundred
Thousand (100,000) shares of common stock with no par value per share, of which
One Thousand (1,000) shares are issued and outstanding, and all of which are
owned by the Sellers. All issued and outstanding shares having 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 2.3, 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.

     

    2.4           CORPORATE RECORDS. The
minutes of the directors and shareholders of the Corporation made available to
the Purchaser are correct and complete in all material respects.

     

    2.5           AUTHORIZATION. The
Sellers have full power and authority to enter into this Agreement and the
agreements contemplated hereby and to deliver the Shares and the certificates
evidencing such Shares 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 Corporation and no other corporate
proceedings on its part are necessary to authorize this Agreement and the
transactions contemplated hereby.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    2.6           NO VIOLATION. Other
than as set forth in SCHEDULE 2.6, the execution and delivery by the Sellers and
the Corporation 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 Corporation 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 Corporation
or the Sellers is a party; (b) or result in the creation of any Lien upon any of
the Sellers’ assets or the Corporation’s capital stock or assets; (c) give any
third party the right to accelerate any material obligations of either the
Sellers or the Corporation; (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 Corporation, or any
Regulation, Order or Contract to which the Sellers, the Corporation 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.

     

    2.7           FINANCIAL
STATEMENTS. Unaudited
year-end balance sheets and statements of operations of the Corporation as of
December 31, 2009, and December 31, 2008 (if available), and unaudited balance
sheets for the period commencing January 1, 2009 and ending March 31, 2010 (the
“FINANCIAL STATEMENT DATE”) and unaudited statements of operations for the three
(3) month period then ended (collectively, the “FINANCIAL STATEMENTS”) have or
will be delivered to the Purchaser with sufficient time to review and verify the
financial reports, and will be then attached to SCHEDULE 2.7. Except as set
forth on SCHEDULE 2.7 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 Corporation 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 Corporation 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
Corporation under the laws of the State of Texas. Since the Financial Statement
Date, no change has occurred in the condition of the Corporation as shown in the
Financial Statements which has or could reasonably be expected to have a
Material Adverse Effect.

     

    
      
         


      

      
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    2.8           EMPLOYEES. SCHEDULE
2.8 lists all employees of the Corporation whose annual base salary is at or
exceeds $100,000 per year. The Corporation has been since its inception, and
currently is, in material compliance with all Federal, State and local
Regulations or Orders affecting employment and employment practices of such
Corporation (including those Regulations promulgated by the Equal Employment
Opportunity Commission), including terms and conditions of employment and wages
and hours. At the Closing, the Corporation 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
2.8, other than compensation paid in the ordinary course of business which shall
be fully paid current up to and including the last payroll period prior to
Closing.

     

    2.9      
   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 Corporation’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
Corporation’s capital stock, or any redemption or other acquisition of such
stock by the Corporation; (d) any material increase in the compensation payable
to or to become payable by the Corporation 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 Corporation; (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 Corporation in
accounting methods or principles, except as listed in SCHEDULE 2.9.

     

    2.10        CONTRACTS AND
LIABILITIES.


     

    2.10.1    Except
as contemplated by this Agreement or as set forth on SCHEDULES 2.10.1 (a), (c),
(f) and (i)-(n) hereto, as of the Closing Date, the Corporation is not a party
to any written or oral:

     

    (a)           pension,
profit sharing, stock options, employee stock 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 2.10.1
(a);

     

    (b)           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;

     

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

     

    (d)           Guarantee
of any obligation;

     

    (e)           Contract
under which the Corporation has advanced or loaned any Person
money;


    
      
         


      

      
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    (f)           Contract
under which the Corporation 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;

     

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

     

    (h)          Other
than disclosed herein, a 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;

     

    (i)           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;

     

    (j)           Contract
under which it has granted any Person any registration rights (including
piggyback rights) with respect to any securities;

     

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

     

    (l)           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;

     

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

     

    (n)          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.

     

    2.10.2    The
Corporation 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 Corporation 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 Corporation is subject; the Corporation has no present
expectation or intention of not fully performing all of its material contractual
obligations; and the Corporation has no knowledge of any material breach or
anticipated breach by the other parties to any Contract to which it is a
party.

     

    
      
         


      

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

     

    2.12        TITLE AND RELATED MATTERS, PROPERTIES
AND ASSETS. Except
as set forth in SCHEDULE 2.13 hereto, the Corporation 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.

     

    2.13        LITIGATION. There
is no Claim pending or threatened against the Corporation which, if adversely
determined, would have a Material Adverse Effect, nor is there any Order
outstanding against the Corporation which has, or could reasonably be expected
to have, a Material Adverse Effect, except as listed in SCHEDULE 2.14.


     

    2.14        TAX MATTERS.

     

    2.14.1    The
Corporation has filed all federal, tax reports, returns, information returns and
other documents that the Corporation reasonably believed were required to be
filed and has filed state and local tax reports, returns, information returns in
the jurisdictions listed on SCHEDULE 2.15.1 (collectively the “TAX RETURNS”)
that the Corporation 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 Corporation reasonably believes
may be due by federal, state, or local authorities (collectively, the “TAXING
AUTHORITIES”). All Taxes which the Corporation 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
Corporation’s method of accounting, except as provided in SCHEDULE 2.14.1(a)
hereto. All Taxes which the Corporation reasonably believed are required to be
withheld or collected by the Corporation 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
Corporation except for liens for Taxes not yet due and payable. The Corporation
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 Corporation is reasonable and is
not in material violation of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder (the “CODE”).

     

    
      
         


      

      
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    2.14.2    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 Corporation 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.

     

    2.14.3    The
Corporation 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 Corporation is not a party to any tax sharing
agreement.

     

    2.14.4    The
Corporation is not a “consenting corporation” 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 Corporation is subject to an election under Section 341(f)
of the Code or comparable provisions of any state statutes.

     

    2.14.5    The
Corporation 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.

     

    2.14.6    None
of the assets of the Corporation 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 Corporation are subject to a lease, safe harbor lease
or other arrangement as a result of which the Corporation is not treated as the
owner for federal income tax purposes.

     

    2.14.7    The
Corporation 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).

     

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

     

    2.14.9    Returns
and Reports. The Corporation 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.

     

    
      
         


      

      
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    2.14.10  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 Corporation 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.

     

    2.15        COMPLIANCE WITH LAW AND APPLICABLE
GOVERNMENT. The
Corporation 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 Corporation, nor has the Corporation received any written
notice, regarding any violations of any Regulations and Orders enforced by any
Authority claiming jurisdiction over the Corporation including any requirement
of OSHA or any pollution and environmental control agency (including air and
water).

     

    2.16        ERISA AND RELATED
MATTERS. Except
as set forth on SCHEDULE 2.16 hereto, the Corporation is not a party to or
participates in or have any liability or contingent liability with respect
to:

     

    2.16.1    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”));

     

    2.16.2    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

     

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

     

    
      
         


      

      
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    2.17        BANKS, BROKERS AND
PROXIES. SCHEDULE
2.17 hereto sets forth (a) the name of each bank, trust company, securities or
other broker or other financial institution with which the Corporation has an
account, credit line or safe deposit box or vault, or otherwise maintains
relations; (b) the name of each person authorized by the Corporation 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 Corporation in matters concerning its business or affairs. All
such accounts, credit lines, safe deposit boxes and vaults are maintained by the
Corporation 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.

     

    2.18        INTELLECTUAL
PROPERTY.


     

    2.18.1    The
Corporation has no trade name, service mark, patent, copyright or trademark
related to its business, except those which are set forth in SCHEDULE 2.18,
which are all those necessary for the operation of its business as currently
conducted.

     

    2.18.2    The
Corporation has the right to use each Proprietary Right listed on SCHEDULE 2.18.
There are no Claims pending, or threatened, against the Corporation that its use
of any of the Proprietary Rights listed on SCHEDULE 2.18 infringes the rights of
any Person.

     

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

     

    2.19        DEALINGS WITH
AFFILIATES. SCHEDULE
2.19 hereto sets forth a complete list, including the parties, of all oral or
written agreements and arrangements to which the Corporation is, will be or has
been a party, at any time from December 31, 2000 to the Closing Date, and to
which any one or more Affiliates is also a party.

     

    2.20        INSURANCE. The
Corporation 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 Corporation. SCHEDULE 2.20
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 2.20 hereto, all of the Policies and Liability Policies
remain in full force and effect. The Corporation 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 Corporation
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 Corporation has never been refused any insurance with
respect to the Corporation’s assets or operations, nor has coverage ever been
limited by any insurance carrier to which the Corporation has applied for any
Policy, or with which the Corporation has carried a Policy.

     

    
      
         


      

      
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    ARTICLE
3

    [INTENTIONALLY  LEFT
BLANK]

     

    ARTICLE
4

    REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

     

    The
Purchaser represents and warrants to the Sellers and the Corporation 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 May 15, 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 181,401,746 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 five thousand
(5,000) shares are issued and outstanding. No additional shares of Series A
Preferred Stock, Series B Preferred Stock or Series C Preferred Stock have been
issued. 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 or updated quarterly and annually by the Purchasers financial and
annual reports, or its current Report(s) on Form 8-K, as filed by the Purchaser
on EDGAR available online at http://www.sec.gov
under the Purchasers search term EGPI Firecreek, 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.

     

    
      
         


      

      
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    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 December 31, 2008, (the
“PURCHASER FINANCIAL STATEMENT DATE”) and unaudited statements of operations,
stockholders equity and cash flow for the three (3) 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.

     

    
      
         


      

      
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    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 Corporation 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 Corporation 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 Kevin, Pamela or the Corporation’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 Corporation 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 Corporation for tax periods which begin before the Closing Date and end
after the Closing Date.  The Purchasers, the Corporation 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.  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.

     

    
      
         


      

      
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    6.2           AUDITS. The
Purchaser will allow the Corporation 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 Corporation. The Purchaser will not settle any
such audit in a manner which would adversely affect the Corporation after the
Closing Date without the prior written consent of Sellers, which consent shall
not unreasonably be withheld.

     

    6.3           EMPLOYMENT
AGREEMENT. David
Killian (an “OFFICER”) shall at the Closing, execute and deliver the Employment
Agreement in the forms of EXHIBIT B hereto, respectively (the “EMPLOYMENT
AGREEMENT”). The Employment Agreement shall include substantially the same
economic conditions in regard to salary and bonuses as are being earned
currently which is $10,000 per month.  The full payment of all
compensation payable to the Officer for the period of the Employment Agreement
will be by CHANWEST and soley the responsibility of
CHANWEST.   The Officer would agree not to compete in any of the
business lines currently engaged in at the closing date by the Corporation for a
period of five (5) years following the Closing; provided, however, that the
covenant not to compete shall terminate and would be of no further force or
effect upon the occurrence of any of the following events following
Closing:  (a) the Officer’s employment is terminated by the
Corporation or is terminated by the Officer for Good Reason (as such term is
defined in the Employment Agreement) before the end of the term established, (b)
one or more of Sellers are required to pay any of the Corporation’s obligations
personally guaranteed by one or more Sellers (including but not limited to any
Guarantees provided in connection with any bonding obtained by the Corporation,
Guarantees of third-party loans, Guarantees of purchase orders, or Guarantees of
corporate card obligations), or the Purchaser otherwise defaults on its
obligations set forth in Section 1.6 of this Agreement, or (c) the
Purchaser or the Corporation defaults on the payment of any amounts due to one
or more Sellers or their Affiliates on or following Closing, including any
amounts described in Section 1.2.2 of this Agreement, any amounts payable under
the Employment Agreement described in this Section 6.3, or any amounts described
under the Indemnification Agreement described in Section 6.6 of this
Agreement.

     

    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 Corporation 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 Corporation and
otherwise to carry out the purpose of this Agreement.

     

    
      
         


      

      
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    6.5           NO SOLICITATION OR
NEGOTIATION. Unless
and until this Agreement is terminated, the Sellers and the Corporation 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 Corporation, 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 purchase the Shares 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 Corporation 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 Corporation, 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
Corporation 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
Corporation 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 Corporation 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 Corporation
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.

     

    
      
         


      

      
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    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 Corporation’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           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 Corporation 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 Corporation which the Purchaser may reasonably request in connection with
said transaction.

     

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

     

    7.7           EMPLOYMENT
AGREEMENT. David
Killian and the Corporation shall have executed and delivered the Employment
Agreement, acceptable to purchaser.

     

    7.8           OTHER DOCUMENTS. The
Sellers and the Corporation shall furnish the Purchaser with such other and
further documents and certificates including certificates of the Corporation
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 CORPORATION

     

    Each and
every obligation of the Sellers and the Corporation 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
Corporation, 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.

     

    
      
         


      

      
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    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 be able to furnish payment of the purchase price in full to Sellers when
due of all amounts payable under Section 1.2.2 of this Agreement.

     

    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 Corporation
and their counsel, and the Purchaser shall have made available to the Sellers
and the Corporation 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 Corporation may reasonably request in
connection with said transaction.

     

    8.6           SECRETARY’S
CERTIFICATE. The
Sellers and the Corporation 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 stockholders 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
Corporation 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, or more than ten (10) days
thereafter.

     

    8.8           EMPLOYMENT
AGREEMENT. David
Killian and the Corporation, the Purchaser and all guarantors shall have
executed and delivered the Employment Agreement.


     

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


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    ARTICLE
9

    CLOSING

     

    9.1           CLOSING. Unless
this Agreement shall have been terminated or abandoned pursuant to the
provisions of ARTICLE 10, a closing of the transactions contemplated by this
Agreement (the “CLOSING”) shall be held as of the 11th day of June, 2010, or on
such other mutually agreed 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:

     

    10.1.1  By mutual
consent of the Purchaser and Sellers;

     

    10.1.2  By the
Sellers in writing, without liability, if the Purchaser shall (a) fail to
perform in any material respect its agreements contained herein required to be
performed by it on or prior to the Closing Date; or (b) materially breach any of
its representations, warranties or covenants contained herein, which failure or
breach is not cured within ten (10) days after the Sellers have notified the
Purchaser of their intent to terminate this Agreement pursuant to this Section
10.1.2;

     

    10.1.3  By the
Purchaser in writing, without liability, if either the Corporation 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 10.1.3;


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

     10.1.4  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 Corporation,
which prohibits or restrains the Purchaser, the Sellers or the Corporation from
consummating the transactions contemplated hereby, provided that the Purchaser,
the Sellers and the Corporation 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;

     

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

     

    10.2         TERMINATION OF
OBLIGATIONS. Termination
of this Agreement pursuant to this ARTICLE 10 shall terminate all obligations of
the Parties hereunder, provided, however, that termination pursuant to Sections
10.1.2, 10.1.3 or 10.1.5 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 Corporation, 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 4 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
Corporation. (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.”).


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    11.3        LIMITATIONS ON
INDEMNIFICATION. The
Sellers’ obligation to indemnify Purchaser Indemnified Parties pursuant to
Section 11.1 hereof and the obligations of the Purchaser to indemnify Seller
Indemnified Parties pursuant to Section 11.2 are subject to the following
limitations, as well as the other limitations set forth in this ARTICLE
11:

     

     11.3.1  No
claim for indemnification shall be made against the Sellers unless the aggregate
amount of Purchaser Damages exceeds $5,000 and, in such
event, indemnification shall be made by the Sellers only to the extent that the
aggregate amount of Purchaser Damages exceeds $5,000.

     

     11.3.2  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 11, 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.

     

     11.3.3  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.

     

     11.3.4  The
Sellers may, at their option, pay any Purchaser Damages in cash or by transfer
of Common Stock having an aggregate fair market value equal to such Purchaser
Damages. For purposes of this Section 11.3.5, the “fair market value” shall be
the Market Price for such shares on the date of any final judgment is entered or
settlement is reached setting forth the total amount of the Purchaser
Damages.


     

    11.4         THIRD PARTY
INDEMNIFICATION. The
obligations of the Sellers, the Purchaser (as applicable, the “INDEMNIFYING
PARTY”) to indemnify Indemnified Parties under Section 11.1 or Section 11.2
hereof, respectively, 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:


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

     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. 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 11.4 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 11.5.2 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 11 which are not extinguished by
the Closing in accordance with Section 11.5.1 must be asserted no later than one
(1) year after the Closing Date.

     

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

    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    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 September 30, 2009. 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.

     

     “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.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    “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.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    “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 Corporation or creates or could create a liability or loss for the
Corporation.

     

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

     

    “Person”
means any corporation, 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 A
Preferred Stock” is Purchaser’s Series A Preferred Stock, $0.001 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:


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    If
      to Sellers or Corporation:

                  	 
      	
                    Mr.
      David Taylor

                    2061
      North Cross Drive,

                    Shreveport
      Louisiana, 71061

                    Facsimile:
      (318) 995-0708

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Willoil
      Consulting LLC

                    2061
      North Cross Drive,

                    Shreveport
      Louisiana, 71061

                    Facsimile:
      (318) 995-0708

                     

                    UFS,
      Inc.

                    80
      Orville drive, Ste 100,

                    Bohemia,
      New York 11716

                    Facsimile:
      (318) 995-0708

                     

                  
	
                    With
      a Copy to:

                  	 
      	
                    Mr.
      Chase Chandler, Esquire

                    Vincent
      & Rees L.P.

                    175
      S. Main Street,

                    15th
      Floor

                    Salt
      Lake City, UT 84111

                  
	 
      	 
      	 
      
	
                    If
      to Purchaser:

                  	 
      	
                    Mr.
      Dennis Alexander

                    EGPI
      Firecreek, Inc.

                    6564
      Smoke Tree Lane

                    Scottsdale,
      AZ 85253

                    Facsimile:
      (480) 443-1403

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Mr.
      Larry W. Trapp

                  
	 
      	 
      	
                    6564
      Smoke Tree Lane

                    Scottsdale,
      AZ 85253

                    Facsimile:
      (480) 443-1403

                  


          

        

      

    

     

    (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.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

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

     

    12.7        DISPUTE
RESOLUTION. Any
unresolved controversy or claim arising out of or relating to this Agreement
shall be submitted to arbitration by one arbitrator mutually agreed upon by the
Parties, and if no agreement can be reached within thirty (30) days after names
of potential arbitrators have been proposed by the American Arbitration
Association (the "AAA"),
then by one arbitrator having reasonable experience in corporate finance
transactions of the type provided for in this Agreement and who is chosen by the
AAA. The arbitration shall take place in Las Vega, Nevada, in accordance with
the AAA rules then in effect, and judgment upon any award rendered in such
arbitration will be binding and may be entered in any court having jurisdiction
thereof. There shall be limited discovery prior to the arbitration hearing as
follows:  (i) exchange of witness lists and copies of documentary evidence
and documents relating to or arising out of the issues to be arbitrated, (ii)
depositions of all Party witnesses, and (iii) such other depositions as may be
allowed by the arbitrator upon a showing of good cause.  Depositions shall
be conducted in accordance with the Nevada Rules of Civil Procedure, the
arbitrator shall be required to provide in writing to the Parties the basis for
the award or order of such arbitrator, and a court reporter shall record all
hearings, with such record constituting the official transcript of such
proceedings. The prevailing Party shall be entitled to reasonable attorney's
fees, costs, and necessary disbursements in addition to any other relief to
which such Party may be entitled.

     

    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.

     

    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.

     

    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.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

     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.

     

     Except
as otherwise set forth herein, the Purchaser, the Sellers and Corporation 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 corporation

                        
	 
      	 
      
	 
      	
                          By:

                        	
	 
      	
                          Name: 

                        	
                          Dennis
      R Alexander

                        
	 
      	
                          Title:

                        	
                          CEO

                        
	 
      	 
      
	 
      	
                          By:

                        	
                          /s/Larry
      W. Trapp

                        
	 
      	
                          Name:

                        	
                          Larry
      W. Trapp

                        
	 
      	
                          Title:

                        	
                          Executive
      Vice
President

                        


                

              

            

          

        

      

    
 

    
      
         


      

      
        27

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                	 
      	
                        SELLERS:

                      
	 
      	 
      
	 
      	
                        /s/David
      Taylor

                      
	 
      	
                        David
      Taylor

                      
	 
      	 
      
	 
      	
                        WILLOIL
      CONSULTING, LLC

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/David
      Taylor

                      
	 
      	
                        Name: 

                      	
                        David A Taylor

                      
	 
      	
                        Title:

                      	
                        Manager

                      
	 
      	 
      
	 
      	
                        UFS,
      INC.

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/Carl
      Giuffrida

                      
	 
      	
                        Name:

                      	
                        Carl Giuffrida

                      
	 
      	
                        Title:

                      	
                        President

                      
	 
      	 
      
	 
      	
                        CORPORATION:

                      
	 
      	 
      
	 
      	
                        CHANWEST RESOURCES,
      INC.,

                      
	 
      	
                        a
      Texas corporation

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/David
      Taylor

                      
	 
      	 
      	
                        David
      Taylor,

                      
	 
      	 
      	
                        President

                      


              

            

          

        

      

    

    

      
        
           


        

        
          28

          
            

          

        

        
           


        

      
 

    EXHIBIT
B

    


    Employment
Agreement With David Killian

    


    [ATTACHED
ON THE FOLLOWING PAGES]



    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    EMPLOYMENT
AGREEMENT

    


    EMPLOYMENT AGREEMENT made as of the
14th day of June, 2010, by and between Chanwest Resources, Inc., a Texas
corporation (the "Company"), having a principal place of business located at
8411 Sterling Street, Ste 102, Irving Texas 75063, and David Killian
("Employee"), having an address at PO Box  1001. Atlanta, Texas
75063.

    


    This Agreement sets forth the terms and
conditions upon which Employee agrees to be employed by the Company and not to
subsequently compete with the Company in connection with the Company’s
business.

    


    In consideration of the mutual
covenants herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

    


    ARTICLE
I

    TERM

    


    1.1.         Term.  The
Company hereby agrees to employ Employee and Employee agrees to become employed
by the Company, subject to the immediate supervision and direction of the Chief
Executive Officer of the Company, or such other supervisor or supervisors as
shall be designated by the Chief Executive Officer of the Company from time to
time, for a period commencing on the date hereof and expiring three years
thereafter, unless this Agreement is sooner terminated pursuant to the
provisions hereof.

    


    ARTICLE
II

    RESPONSIBILITIES

    


    2.1. Attention to Business;
Duties.

    


    Employee agrees to devote 100% of his
business time, attention, skill, and efforts to the performance of his duties
and responsibilities on behalf of the Company which shall be assigned to him
from time to time as the Vice President of Oil Field Development by the Company
and which shall generally include the utilization of  Trachoe,
trucking and dozer work in oilfield construction


    


    ARTICLE
III

    COMPENSATION

    


    3.1.         Compensation.  For
all services to be rendered by him in any capacity hereunder, the Company agrees
to provide Employee the following compensation so long as he shall be employed
by the Company:

    


    
      	
               
      

            	
              (i)

            	
              Employee
      shall be entitled to a fixed annual base salary at the rate of One Hundred
      Twenty Thousand Dollars per annum, payable in equal bi-weekly
      installments.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (ii)

            	
              Employee
      shall be a participant in, and beneficiary of, any and all life, dental,
      medical, and other group benefit plans provided by the Company for
      eligible employees during the term of this
  Agreement.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Employee
      shall be entitled to a vacation of two weeks per year, during which time
      his compensation will be paid in full.  Employee shall not take
      more than two consecutive weeks of vacation without the approval of the
      Chief Executive Officer of the
Company.

            


    

    


    ARTICLE
IV

    COMPETITION WITH THE
COMPANY

    


    4.1.        Covenant of
Employee.  Employee
recognizes that the services to be performed by him pursuant to this Agreement
are special, unique and extraordinary.  The parties confirm that it is
reasonably necessary for the protection of the Company's goodwill that Employee
agree, and accordingly, Employee does hereby agree and covenant (the "Covenant
Not to Compete"), that during Employee's Term (as hereinafter defined), Employee
will not, directly or indirectly, except for the benefit of the
Company:

    


    
      	
               
      

            	
              (i)

            	
              become
      an officer, director, more than 5% stockholder, partner, associate,
      employee, owner, proprietor, agent, creditor, independent contractor,
      co-venturer or otherwise, or be interested in or associated with any other
      corporation, firm or business engaged in the Territory (as hereinafter
      defined) in the same or any similar business competitive with that of the
      Company (including the Company's present and future subsidiaries and
      affiliates) as such business shall exist on the day of the Closing and
      during Employee's Term; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              solicit,
      cause or authorize, directly or indirectly, to be solicited for or on
      behalf of himself or third parties from parties who were customers of the
      Company (including its present and future subsidiaries and affiliates) at
      any time during Employee's Term, any business similar to the business
      transacted by the Company with such customer;
or

            


    

    


    
      	
               

            	 	
              (iii)

            	
              accept
      or cause or authorize, directly or indirectly, to be accepted for or on
      behalf of himself or third parties, business from any such customers of
      the Company (including its present and future subsidiaries and
      affiliates); or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              solicit,
      or cause or authorize, directly or indirectly, to be solicited for
      employment for or on behalf of himself or third parties, any persons who
      were at any time during Employee's Term hereunder, employees of the
      Company (including its present and future subsidiaries and affiliates);
      or

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              (v)

            	
              employ
      or cause or authorize, directly or indirectly, to be employed for or on
      behalf of himself or third parties, any such employees of the Company
      (including its present and future subsidiaries and affiliates);
      or

            


    

    


    
      	 	
              (vi)

            	
              use
      the tradenames, trademarks, or trade dress of any of the products of the
      Company (including its present and future subsidiaries and affiliates); or
      any substantially similar tradename, trademark or trade dress likely to
      cause, or having the effect of causing, confusion in the minds of
      manufacturers, customers, suppliers and retail outlets and the public
      generally.

            


    

    


    Employee acknowledges his intention
that the Company shall have the broadest possible protection of the value of the
business in the Territory consistent with public policy, and it will not violate
the intent of the parties if any court should determine that, consistent with
established precedent of the forum state, the public policy of such state
requires a more limited restriction in geographical area or duration of the
aforesaid covenant not to compete, contained in an appropriate
decree.

    


    4.2.        Term.  The
term of Employee's Covenant Not to Compete with the Company as set forth in this
Article IV, shall commence on the date of Employee's last day of employment with
the Company, pursuant to this Agreement or otherwise, regardless of the reason
for the termination of such employment, and shall terminate three years
thereafter.  The term of this Covenant Not to Compete as it relates to
Employee under this Article is referred to hereinafter as "Employee's
Term."

    


    4.3. Territory.  The territory of
this Agreement shall be the United States of America (collectively, the
"Territory").

    


         4.4.
Breach by Employee of
Covenant Not to Compete

    


    
      	
               
      

            	
              4.4.1.
      Injunctive
      Relief.   The parties confirm that of primary
      importance to the Company is the agreement by Employee not to be an
      officer, director, stockholder, partner, associate, employee, owner,
      proprietor, agent, creditor, independent contractor, co-venturer or
      otherwise, or be interested in or associated with any other corporation,
      firm, business or entity which competes with the Company's business during
      Employee's Term.  The parties further confirm that damages
      resulting from a breach of the Covenant Not to Compete contained herein
      may be difficult to calculate and insufficient to remedy the injury
      resulting from such breach, particularly with respect to any ongoing or
      prospective breach.  Accordingly, the Company shall be entitled,
      in addition to any other right and remedy it may have at law or in equity,
      to a preliminary and permanent injunction, without the posting of any bond
      or other security, enjoining or restraining Employee, as the case may be,
      from any violation or threatened violation of this Covenant Not to
      Compete.  If any of the restrictions contained herein shall be
      deemed to be unenforceable by reason of the extent, duration or
      geographical scope thereof, or otherwise, then the court making such
      determination shall have the right to reduce such extent, duration,
      geographical scope, or other provisions hereof, and in its reduced form
      this Covenant Not to Compete shall then be enforceable in the manner
      contemplated hereby.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
 

    4.4.2. Damages.  Nothing
contained in this Article IV shall be construed as prohibiting the Company from
pursuing any other remedies available to it for any such breach or threatened
breach, including recovery of damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation.

    


    ARTICLE
V

    TERMINATION

    


    5.1. Disability.  The
Company may terminate this Agreement for the disability of Employee at any time
after thirty days written notice of termination has been provided to Employee by
the Company.  For purposes of this Agreement, the term "disability"
shall mean if, as a result of incapacity due to physical or mental illness,
Employee shall have been absent from his duties with the Company on a full time
basis for 30 consecutive days.

    


    5.2. Death.  In
the event Employee dies during the term of his employment hereunder, Employee's
legal representatives shall be entitled to receive any compensation accrued to
Employee and owing by the Company, as provided herein up to be the last day of
the calendar month in which Employee's death shall have occurred.

    


    5.3. Termination by the Company
for Cause.  The Company may terminate Employee's employment for
cause at any time for the reasons set forth below; provided however that
Employee shall be entitled to a ten day period within which to remedy the items
in (i) and (ii) and further provided that no period of remedy shall be permitted
with respect to (iii) below.  For purposes of this Agreement, the
Company shall have "Cause" to terminate the employment of Employee if any of the
following events shall occur:

    


    
      	
               
      

            	
              (i)
      the continued failure by him to perform his duties as described herein
      (other than any such failure resulting from his incapacity due to physical
      or mental illness), or

            


    

    


    
      	
               
      

            	
              (ii)
      conduct by Employee which the Company in its reasonable judgment deems to
      be materially and demonstrably injurious to the Company.  No
      act, or failure to act, on the part of Employee shall be considered, for
      purposes of this Section 5.3(ii), unless done, or omitted to be done, by
      him in bad faith and without reasonable belief that his action or omission
      was in the best interests of the
Company.

            


    

    


    
      	
               
      

            	
              (iii)
      Employee having, in the reasonable judgment of the Company, committed an
      act which if prosecuted and resulting in a conviction would constitute a
      fraud, embezzlement, or any felonious offense, or his knowing and willful
      breach of any material provision of this Agreement continuing after
      written notice from the Company.

            


    

    


    5.4. Intentionally left
blank.

    


    5.5. Notice of
Termination.  Any termination by the Company or by Employee
pursuant to the provisions of this Agreement shall be communicated by a written
notice of termination to the other party.  For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail, the facts and circumstances claimed to provide a
basis for termination of the employment of Employee under the provision so
indicated.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    
 

    5.6. Date of
Termination.

    


    
      	
               
      

            	
              (i)
      In the event that this Agreement is terminated under Sections 5.1 or 5.2,
      the Company shall deliver to the Employee, the Notice of Termination
      provided for in Section 5.5 above, not less than thirty days prior to the
      date set forth in the Notice as the date of
  termination.

            


    

    


    
      	
               
      

            	
              (ii)
      If Employee's employment is terminated under Section 5.3(i) or (ii), the
      Company shall give Employee three days prior written notice of intent to
      terminate at the end of ten days thereafter and shall permit Employee to
      remedy such breach for such period of ten days
  thereafter.

            


    

    


    5.7. Compensation Upon
Termination.

    


    
      	
               
      

            	
              (i)
      During any period that Employee fails to perform his duties hereunder as a
      result of incapacity due to physical or mental illness, the benefits shall
      be determined in accordance with any disability policy and disability
      insurance plans, then in effect.

            


    

    


    
      	
               
      

            	
              (ii)
      If Employee's employment shall be terminated for Cause, the Company shall
      pay to him the base salary through the date of termination at the rate in
      effect at the time the Notice of Termination is given and the Company
      shall have no further obligations to Employee under this Agreement, except
      to make payment in cash at the base salary rate for any vacation accrued
      but not taken.

            


    

    


    
      	
               
      

            	
              (iii)
      If Employee shall terminate his employment pursuant to Section 5.4 above,
      the Company shall pay Employee his base salary through the date of
      termination at the rate in effect at the time Notice of Termination is
      given plus payment in case at the base salary rate for any vacation
      accrued but not taken.

            


    

    


    
      	
               
      

            	
              (iv)
      Unless Employee is terminated for Cause, or by mutual consent, the Company
      shall maintain in full force and effect, for the continued benefit of
      Employee, all employee benefit plans and programs or arrangements in which
      he was entitled to participate immediately prior to the date of
      termination, provided that Employee's continued participation is possible
      under the general terms and provisions of such plans and programs until
      the earlier of:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      date on which this Agreement would have expired had the Agreement not
      sooner been terminated, or

            


    

    


    
      	
               
      

            	
              (b)

            	
              such
      time as Employee secures new full-time employment and comparable benefits
      pursuant to such employment.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    
 

    ARTICLE
VI

    DISCLOSURE OF
INFORMATION

    6.1. Non-Disclosure.  Employee
agrees that he will not disclose any information which is treated by the Company
as confidential, including, but not limited to, information relating to the
business of the Company, any of the Company's products, customers, affairs,
trade secrets, developments, methods of distribution and any other information
relating to the Company which the Company shall deem proprietary, to any person,
firm, company, corporation, association, or any other entity provided that
disclosure of confidential information may be made (i) to the extent that such
information is generally available and known in the industry, through no action
of Employee, or (ii) as required by law.

    


    6.2. Return of Documents.
Upon the expiration or termination of this Agreement, Employee shall not remove
from the Company, without written consent of the Company, any manuals, records,
drawings, blueprints, data, tables, calculations, letters, documents, or any
copy or other reproduction thereof, or any other property or confidential
information, of or pertaining to the Company or any of its
subsidiaries.  All of the foregoing shall be returned to the Company
on or before the date of expiration or termination of employment.

    


    ARTICLE
VII

    ASSIGNMENT

    


    7.1. Successors; Binding
Agreement.

    
      	
               
      

            	
              (i)
      This Agreement shall be binding on the parties hereto, the legal
      representatives of Employee and the legal representatives, successors and
      assigns of the Company.  This Agreement and Employee's
      obligations hereunder, may not be assigned by Employee.  The
      Company may assign its rights and delegate its duties hereunder to any
      party which succeeds to the business of the Company, whether as a result
      of a sale of assets, merger, or operation of law or otherwise (the
      "Successor Company") and the Company shall be relieved from all liability
      hereunder arising after the date on which such successor or transferor
      assumes such duties and obligations, provided that the Company will
      require the successor, by agreement in form and substance satisfactory to
      Employee, to expressly assume and agree to perform this Agreement in the
      same manner and to the same extent that the Company would be required to
      perform it if no such succession had taken
  place.

            


    

    


    
      	
               
      

            	
              (ii)
      This Agreement shall inure to the benefit of and be enforceable by
      Employee's personal or legal representatives, executors, administrators,
      successors, heirs, distributees, devisees, and
  legatees.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    
 

    ARTICLE
VIII

    MISCELLANEOUS
PROVISIONS

    


    
      	
               
      

            	
              8.1.1.  Notices.  Each
      notice, demand, request, consent, report, approval or communication
      ("Notice") which is or may be required to be given by any party to any
      other party in connection with this Agreement and the transactions
      contemplated hereby, shall be in writing, and given by personal delivery,
      certified mail, return receipt requested, prepaid, or by overnight express
      mail delivery and properly addressed to the party to be served as shown in
      Section 8.1.2 below.

            


    

    


    8.1.2.  Delivery.  Notices
shall be effective on the date delivered personally, the next day if delivered
by overnight express mail or three days after the date mailed by certified
mail:

    


    If to Company:

    8411
Sterling St, ste 102

    Irving
Texas , 75063

    


    If to Employee:

    PO Box
1001

    Atlanta,
Texas 75551

    


    
      	
               
      

            	
              8.1.3.  Change of
      Address.  Each party may designate by Notice to the
      others in writing, given in the foregoing manner, a new address to which
      any Notice may thereafter be so given, served or
  sent.

            


    

    


    8.2.  Entire
Agreement.  This Agreement constitutes and sets forth the
entire agreement and understanding of the parties pertaining to the subject
matter hereof, and there are no other prior or contemporaneous written or oral
agreements, understandings, undertakings, negotiations, promises, discussions,
warranties or covenants not specifically referred to or contained herein or
attached hereto.  No supplement, modification, termination in whole or
in part, or waiver of this Agreement shall be binding unless executed in writing
by the party to be bound thereby.  No waiver of any of the provisions
of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision hereof (whether or not similar), nor shall any such waiver constitute
a continuing waiver unless otherwise expressly provided.

    


    8.3. Headings.  The
headings or titles of the various paragraphs of this Agreement are inserted
merely for the purpose of convenience and do not expressly or by implication or
intention, limit, define, extend or affect the meaning or interpretation of this
Agreement or the specific terms or text of the section so
designated.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    8.4.  Law
Governing.  This Agreement shall be governed in all respects,
whether as to validity, construction, interpretation, capacity performance or
otherwise, by the laws of the State of Texas.  If any one or more of
the provisions contained in this Agreement or in any other instrument referred
to herein shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, then and in that event, to the maximum extent permitted by law,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Agreement or any other such instrument.

    


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

    


    IN
WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be
executed by their respective duly authorized officers and the individual parties
have executed this Agreement as of the day and year first above
written.

    


    
      
        
          
            	 
      	
                    CHANWEST
      RESOURCES, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                         

                  
	 
      	
                    Name:
      David Taylor

                  
	 
      	
                    Title:
      CEO

                  
	 
      	 
      
	 
      	
                         

                  
	 
      	
                    David  Killian

                  


          

        

      

    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    EXHIBIT
D

    


    Officers
Certificate

    


    Representations
and Warranties

    


    CHANWEST
RESOURCES, INC.

    


    [ATTACHED
ON THE FOLLOWING PAGES WHEN COMPLETED]


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    EXHIBIT
E

    


    CHANWEST
RESOURCES, INC.

    


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

     

    [ATTACHED
ON THE FOLLOWING PAGES WHEN COMPLETED]


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    EXHIBIT
G

     

    CHANWEST
RESOURCES, INC.

     

    SECRETARY’S
CERTIFICATE.   The
Sellers and the Corporation 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 stockholders of the Purchaser in connection with this Agreement and the
incumbency of the Purchaser’s officers.

     

    [ATTACHED
ON THE FOLLOWING PAGES WHEN COMPLETED]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    SCHEDULE
2.1

    


    The
Corporation is not qualified or licensed to business in any state other than
Texas.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    SCHEDULE
2.2

     

    The
Corporation has no Subsidiaries.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.3

     

    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.6

     

    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.7

     

    Financial
Statements are attached.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.8

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Employee

                                  	 	
                                    Annual Base Salary

                                  	 
	 
      	 	 	 
	
                                    David
      Killian

                                  	 	$	120,000	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.9

     

    1.  The
following events have occurred which have adversely affected the Corporation’s
collection of the following substantial accounts receivable:
None


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.12

     

    None.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.13

    


    None


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.14

     

    None


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.17

     

    
      
        
          	
                  Financial
      Institution

                	 
      	
                  Type
      of Account

                	 
      	
                  Account
      No.

                	 
      	
                  Signers

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  First
      National Bank of Hughes Springs

                	
                    

                	
                  Regular
      Business Checking

                	
                    

                	
                  #3518310

                	
                    

                	
                  David
      A. Taylor

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
2.18

     

    None.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    SCHEDULE
2.19

     

    The
Corporations President currently supplies the offices and warehouse site for its
operations at no charge. There is no written lease.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
2.20

     

    Copies of
the Corporation’s insurance coverage summaries are / to be
attached.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    SCHEDULE
4.52

    


    
      
        
          
            
              
                
                  	
                          Note
      to Circle D

                        	
                          $209,000
      at 6% interest

                        
	
                          Lease
      to Circle D

                        	
                          $123,000

                        
	
                          Oil
      and gas leases, 50% interests

                        	
                          $450,000
      w / offsets in
kind

                        


                

              

            

          

        

      

    


    
      
         


      

      
        2