ASSIGNMENT AND BILL OF SALE


 




THIS ASSIGNMENT AND BILL OF SALE, effective as of 7:00 am March 1, 2011 is by and between Ginzoil, Inc. whose address is 50 Commonwealth Ave, 2, Boston, MA 02116 (“Assignor”), and Energy Producers, Inc., a wholly owned subsidiary of EGPI Firecreek, Inc. whose address is 6564 Smoke Tree Lane, Scottsdale, Arizona 85253 (collectively, “Assignee”).







For and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor shall sell, transfer, convey, assign and deliver to Assignee, and Assignee shall purchase from Assignor, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts, charges, hypothecations, or monetary encumbrances whatsoever other than those for which an adjustment to the selling price has or shall be made, or adverse claims, title defects or restrictions (each, a “ Lien ”) Assignor's right, title and interest in and to the well(s) located on, and at all depths from surface to at least 8500’ feet (in the North forty (40) acres only), and the
leasehold estate of, the J. B. Tubb lease, as described in Exhibit "A" attached hereto, Ward County, Texas (the “Tubb Lease”), consisting of no less than a 75% working interest with a 56.25% net revenue interest, along with all lease equipment, tanks and all other equipment, appurtenances, fixtures and property of every kind and character, movable or immovable, now and in the future used in connection with operating the well(s): ALL of Assignor's right's and obligations existing under all contracts and agreements, including but not limited to, operating agreements, unitization agreements, pooling agreements, declarations of pooling or unitization, farmout agreements, assignments, tax partnerships, disposal agreements, injection  agreements,  gas sales contracts, gas processing contracts, and Paragraph 5 of that certain Assignment of April 9, 1992 from Amoco Production Company to Desert States
Energy, Inc. Assignee has the  duty  to plug abandoned wells on said lease when required by law. A copy of all agreements described herein have been previously delivered by the Assignor to the Assignee; and,








Seventy-Five percent (75%) of One-Hundred percent (100%) TO HAVE AND TO HOLD unto Energy Producers Inc, its successors and assigns forever, all of Assignor’s rights, title, and interest in the Seventy-Five percent (75%) working interest (56.25% net royalty interest) herein conveyed in the Highland Production Company (Crawar) #2 well-bore only; with depth of ownership 4700’ to 4900’ ft. in well-bore, and;.


 


The Highland Production Company (Crawar) #2 well-bore, API No. 42-475-33611, located on the J.B. Tubb Lease in W 1⁄2 of the NW 1⁄4 of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas.


 


TO HAVE AND TO HOLD unto Energy Producers Inc, its successors and assigns forever, all of Assignor’s  right, title, and interest in the Seventy-Five percent (75%) working interest herein conveyed in the above described well-bore and;







The purchase price paid for the Tubb Lease shall be reduced by that portion of any and all liabilities of, or Liens of attached to or associated with the Tubb Lease or its Operator that would have been the responsibility of the Assignor had the transactions herein contemplated not have taken place as determined on the closing date or shall thereafter become known to Assignee that were incurred prior to the effective date.  Further, the Assignor agrees to deliver to Assignee all documents, if any, evidencing the release of any and all liabilities and Liens on the Tubb Lease.









  





  











  






 


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







Equipment List







The following is the current & present equipment list that Energy Producers Inc. will acquire 75% ownership rights, on the J.B. Tubb property: 2 (Two) 500 barrels metal tanks, 1(One) 500 barrel cement salt water tank- (open top), 1 (One) heater treater/oil & gas separator, all flow lines, on the north forty acres, well-heads, 2 (two) christmas tree valve systems on well-heads, 3 (Three) well heads, three wells (well-bores). Model 320D Pumpjack Serial No. E98371M/456604, One (1) Fiberglass lined heater-treater,  One (1) Test pot,  Tubing string Rods and down hole pump.







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


 




This instrument binds the parties and their successors and assigns.



	  	  	  
	  	
ASSIGNOR:

	  
	  	  	  
	  	
DOUG D AGATA,


PRESIDENT

	  
	  	
GINZOIL, INC.

	  
	  	  	  
	
STATE OF MASSACHUSETTS:

	  	  
	  	  	  
	
COUNTY OF___________

	  	  
	  	  	  
	  	
The foregoing instrument was acknowledged before me on this date,


	  	
________________________________, by DOUG D’


AGATA AS PRESIDENT OF GINZOIL, INC.


	  	  	  
	  	  	
Notary Public, State of Massachusetts







 




  





  











  






 


Exhibit “A”


 




Attached to and made part of that certain Assignment and Bill of Sale between Ginzoil, Inc., ASSIGNOR, and Energy Producers, Inc. as ASSIGNEE.







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

















  





  











  




 




EXHIBIT “B”







Attached to and made part of that certain Assignment and Bill of Sale between Ginzoil, Inc., ASSIGNOR, and Energy Producers, Inc. as ASSIGNEE.







TO HAVE AND TO HOLD unto Energy Producers, Inc., its successors and assigns forever, all of Ginzoil, Inc.’s right, title, and interest in the Seventy-Five percent (75%) working interest (56.25% net royalty interest) herein conveyed in the following described well-bore; with depth of ownership 4700’ to 4900’ ft. (of the South forty (40) acres only):







The Highland Production Company (Crawar) #2 well-bore, API No. 42-475-33611, located on the J.B. Tubb Lease in W 1⁄2 of the NW 1⁄4 of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas.







GINZOIL, Inc.


  



	
By:

	  





Doug D Agata, President







 Energy Producers Inc.


 a wholly owned subsidiary of


 EGPI FIRECREEK, INC.


   



	
By:

	  





 Dennis R Alexander, CEO,


 on behalf of EGPI Firecreek, Inc., sole


 shareholder of Energy Producers Inc.







 STATE OF __________________}







 COUNTY OF _________________ }







 This instrument was acknowledged before me on the ____ day of ________________, 2011 by Doug D Agata, the President of GINZOIL, Inc., a corporation on behalf of said corporation.







 ________________________________







 NOTARY PUBLIC, State of ________________________









  





  











  




 




 STATE OF ARIZONA }







 COUNTY OF __________________ }







This instrument was acknowledged before me on the ____ day of ________________, 2011 by Dennis Alexander, the CEO of EGPI Firecreek, Inc., sole shareholder of Energy Producers, Inc. on behalf of energy Producers, Inc.







 ______________________________


 NOTARY PUBLIC, State of Arizona







_____________________________________