AAPL —
FORM 610RS - 1989

    


    MODEL
FORM RECORDING SUPPLEMENT TO

    OPERATING AGREEMENT AND
FINANCING STATEMENT

    


    THIS
AGREEMENT, entered into by and between     WHITT
OIL & GAS, INC., a Texas corporation , hereinafter referred to as
“Operator”, and the signatory party or parties other than Operator, hereinafter
referred to individually as “Non-Operator”, and collectively as
“Non-Operators”.

    


    WHEREAS,
the parties to this agreement are owners of Oil and Gas Leases and/or Oil and
Gas Interests in the land identified in Exhibit “A” (said land, Leases and
Interests being hereinafter called the ‘Contract Area”), and in any instance in
which the Leases or Interests of a party are not of record, the record owner and
the party hereto that owns the interest or rights therein are reflected on
Exhibit “A”;

    


    WHEREAS,
the parties hereto have executed an Operating Agreement dated effective as of
December 1, 2009 (herein the “Operating Agreement”), covering the Contract Area
for the purpose of exploring and developing such lands, Leases and Interests for
Oil and Gas; and

    


    WHEREAS,
the parties hereto have executed this agreement for the purpose of imparting
notice to all persons of the rights and obligations of the parties under the
Operating Agreement and for the further purpose of perfecting those rights
capable of perfection.

    


    NOW,
THEREFORE, in consideration of the mutual rights and obligations of the parties
hereto, it is agreed as follows:

    


    1.     This
agreement supplements the Operating Agreement, which Agreement in its entirety
is incorporated herein by reference, and all terms used herein shall have the
meaning ascribed to them in the Operating Agreement.

    


    2.     The
parties do hereby agree that:

    


    A.     The
Oil and Gas Leases and/or Oil and Gas Interests of the parties comprising the
Contract Area shall be subject to and burdened with the terms and provisions of
this agreement and the Operating Agreement, and the parties do hereby commit
such Leases and Interests to the performance thereof.

    


    B.      The
exploration and development of the Contract Area for Oil and Gas shall be
governed by the terms and provisions of the Operating Agreement, as supplemented
by this agreement.

    


    C.  
   All costs and liabilities incurred in operations under this
agreement and the Operating Agreement shall be borne and paid, and all equipment
and materials acquired in operations on the Contract Area shall be owned, by the
parties hereto, as provided in the Operating Agreement.

    


    D.     Regardless
of the record title ownership to the Oil and Gas Leases and/or Oil and Gas
Interests identified on Exhibit “A”, all production of Oil and Gas from the
Contract Area shall be owned by the parties as provided in the Operating
Agreement; provided nothing contained in this agreement shall be deemed an
assignment or cross-assignment of interests covered hereby.

    


    E.      Each
party shall pay or deliver, or cause to be paid or delivered, all burdens on its
share of the production from the Contract Area as provided in the Operating
Agreement.

    


    F.      An
overriding royalty, production payment, net profits interest or other burden
payable out of production hereafter created, assignments of production given as
security for the payment of money and those overriding royalties, production
payments and other burdens payable out of production heretofore created and
defined as Subsequently Created Interests in the Operating Agreement shall be
(i) borne solely by the party whose interest is burdened therewith, (ii) subject
to suspension if a party is required to assign or relinquish to another party an
interest which is subject to such burden, and (iii) subject to the lien and
security interest hereinafter provided if the party subject to such burden fails
to pay its share of expenses chargeable hereunder and under the Operating
Agreement, all upon the terms and provisions and in the times and manner
provided by the Operating Agreement.

    


    G.      The
Oil and Gas Leases and/or Oil and Gas Interests which are subject hereto may not
be assigned or transferred except in accordance with those terms, provisions and
restrictions in the Operating Agreement regulating such transfers. This
agreement and the Operating Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, and their respective heirs, devisees, legal
representatives, and assigns, and the terms hereof shall be deemed to run with
the leases or interests included within the lease Contract Area.

     

    
      
        
        

      

      
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    AAPL — FORM 610RS - 1989

     

    H.     The
parties shall have the right to acquire an interest in renewal, extension and
replacement leases, leases proposed to be surrendered, wells proposed to be
abandoned, and interests to be relinquished as a result of non-participation in
subsequent operations, all in accordance with the terms and provisions of the
Operating Agreement.

    


    I.       The
rights and obligations of the parties and the adjustment of interests among them
in the event of a failure or loss of title, each party’s right to propose
operations, obligations with respect to participation in operations on the
Contract Area and the consequences of a failure to participate in operations,
the rights and obligations of the parties regarding the marketing of production,
and the rights and remedies of the parties for failure to comply with financial
obligations shall be as provided in the Operating Agreement.

    


    J.      Each
party’s interest under this agreement and under the Operating Agreement shall be
subject to relinquishment for its failure to participate in subsequent
operations and each party’s share of production and costs shall be reallocated
on the basis of such relinquishment, all upon the terms and provisions provided
in the Operating Agreement.

    


    K.     All
other matters with respect to exploration and development of the Contract Area
and the ownership and transfer of the Oil and Gas Leases and/or Oil and Gas
Interest therein shall be governed by the terms and provisions of the Operating
Agreement.

    


    3.     The
parties hereby grant reciprocal liens and security interests as
follows:

    


     A.    Each
party grants to the other parties hereto a lien upon any interest it now owns or
hereafter acquires in Oil and Gas Leases and Oil and Gas Interests in the
Contract Area, and a security interest and/or purchase money security interest
in any interest it now owns or hereafter acquires in the personal property and
fixtures on or used or obtained for use in connection therewith, to secure
performance of all of its obligations under this agreement and the Operating
Agreement including but not limited to payment of expense, interest and fees,
the proper disbursement of all monies paid under this agreement and the
Operating Agreement, the assignment or relinquishment of interest in Oil and Gas
Leases as required under this agreement and the Operating Agreement, and the
proper performance of operations under this agreement and the Operating
Agreement. Such lien and security interest granted by each party hereto shall
include such party’s leasehold interests, working interests, operating rights,
and royalty and overriding royalty interests in the Contract Area now owned or
hereafter acquired and in lands pooled or unitized therewith or otherwise
becoming subject to this agreement and the Operating Agreement, the Oil and Gas
when extracted therefrom and equipment situated hereon or used or obtained for
use in connection therewith (including, without limitation, all wells, tools,
and tubular goods), and accounts (including, without limitation, accounts
arising from the sale of production at the wellhead), contract rights, inventory
and general intangibles relating thereto or arising therefrom, and all proceeds
and products of the foregoing.

    


     B.     Each
party represents and warrants to the other parties hereto that the lien and
security interest granted by such party to the other parties shall be a first
and prior lien, and each party hereby agrees to maintain the priority of said
lien and security interest against all persons acquiring an interest in Oil and
Gas Leases and Interests covered by this agreement and the Operating Agreement
by, through or under such party. All parties acquiring an interest in Oil and
Gas Leases and Oil and Gas Interests covered by this agreement and the Operating
Agreement, whether by assignment, merger, mortgage, operation of law, or
otherwise, shall be deemed to have taken subject to the lien and security
interest granted by the Operating Agreement and this instrument as to all
obligations attributable to such interest under this agreement and the Operating
Agreement whether or not such obligations arise before or after such interest is
acquired.

    


     C.     To
the extent that the parties have a security interest under the Uniform
Commercial Code of the state in which the Contract Area is situated, they shall
be entitled to exercise the rights and remedies of a secured party under the
Code. The bringing of a suit and the obtaining of judgment by a party for the
secured indebtedness shall not be deemed an election of remedies or otherwise
affect the lien rights or security interest as security for the payment thereof.
In addition, upon default by any party in the payment of its share of expenses,
interest or fees, or upon the improper use of funds by the Operator, the other
parties shall have the right, without prejudice to other rights or remedies, to
collect from the purchaser the proceeds from the sale of such defaulting party’s
share of Oil and Gas until the amount owed by such party, plus interest, has
been received, and shall have the right to offset the amount owned against the
proceeds from the sale of such defaulting party’s share of Oil and Gas. All
purchaser of production may rely on a notification of default from the
non-defaulting party or parties stating the amount due as a result of the
default, and all parties waive any recourse available against purchasers for
releasing production proceeds as provided in this paragraph.

     

    
      
        
        

      

      
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    AAPL — FORM 610RS - 1989

     

     D.    If
any party fails to pay its share of expenses within one hundred-twenty (120)
days after rendition of a statement therefor by Operator the non-defaulting
parties, including Operator, shall, upon request by Operator, pay the unpaid
amount in the proportion that the interest of each such party bears to the
interest of all such parties. The amount paid by each party so paying its share
of the unpaid amount shall be secured by the liens and security rights described
in this paragraph 3 and in the Operating Agreement, and each paying party may
independently pursue any remedy available under the Operating Agreement or
otherwise.

    


     E.     If
any party does not perform all of its obligations under this agreement or the
Operating Agreement, and the failure to perform subjects such party to
foreclosure or execution proceedings pursuant to the provisions of this
agreement or the Operating Agreement, to the extent allowed by governing law,
the defaulting party waives any available right of redemption from and after the
date of judgment, any required valuation or appraisement of the mortgaged or
secured property prior to sale, any available right to stay execution or to
require a marshalling of assets and any required bond in the event a receiver is
appointed. In addition, to the extent permitted by applicable law, each party
hereby grants to the other parties a power of sale as to any property that is
subject to the lien and security rights granted hereunder or under the Operating
Agreement, such power to be exercised in the manner provided by applicable law
or otherwise in a commercially reasonable manner and upon reasonable
notice.

     

     F.       The
lien and security interest granted in this paragraph 3 supplements identical
rights granted under the Operating Agreement.

    


     G.       To
the extent permitted by applicable law, Non-Operators agree that Operator may
invoke or utilize the mechanics’ or materialmen’s lien law of the state in which
the Contract Area is situated in order to secure the payment to Operator of any
sum due under this agreement and the Operating Agreement for services performed
or materials supplied by Operator.

    


     H.       The
above described security will be financed at the wellhead of the well or wells
located on the Contract Area and this Recording Supplement may be filed in the
land records in the County or Parish in which the Contract Area is located, and
as a financing statement in all recording offices required under the Uniform
Commercial Code or other applicable state statutes to perfect the
above-described security interest, and any party hereto may file a continuation
statement as necessary under the Uniform Commercial Code, or other state
laws.

    


    4.     This
agreement shall be effective as of the date of the Operating Agreement as above
recited. Upon termination of this agreement and the Operating Agreement and the
satisfaction of all obligations thereunder, Operator is authorized to file of
record in all necessary recording offices a notice of termination, and each
party hereto agrees to execute such a notice of termination as to Operator’s
interest, upon the request of Operator, if Operator has complied with all of its
financial obligations.

     

    5.     This
agreement and the Operating Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective heirs, devisees, legal
representatives, successors and assigns. No sale, encumbrance, transfer or other
disposition shall be made by any party of any interest in the Leases or
Interests subject hereto except as expressly permitted under the Operating
Agreement and, if permitted, shall be made expressly subject to this agreement
and the Operating Agreement and without prejudice to the rights of the other
parties. If the transfer is permitted, the assignee of an ownership interest in
any Oil and Gas Lease shall be deemed a party to this agreement and the
Operating Agreement as to the interest assigned from and after the effective
date of the transfer of ownership; provided, however, that the other parties
shall not be required to recognize any such sale, encumbrance, transfer or other
disposition for any purpose hereunder until thirty (30) days after they have
received a copy of the instrument of transfer or other satisfactory evidence
thereof in writing from the transferor or transferee. No assignment or other
disposition of interest by a party shall relieve such party of obligations
previously incurred by such party under this agreement or the Operating
Agreement with respect to the interest transferred, including without limitation
the obligation of a party to pay all costs attributable to an operation
conducted under this agreement and the Operating Agreement in which such party
has agreed to participate prior to making such assignment, and the lien and
security interest granted by Article VII.B. of the Operating Agreement and
hereby shall continue to burden the interest transferred to secure payment of
any such obligations.

    


    6.     In
the event of a conflict between the terms and provisions of this agreement and
the terms and provisions of the Operating Agreement, then, as between the
parties, the terms and provisions of the Operating Agreement shall
control.

     

    
      
        
        

      

      
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    AAPL — FORM 610RS - 1989

     

    7.     This
agreement shall be binding upon each Non-Operator when this agreement or a
counterpart thereof has been executed by such Non-Operator and Operator
notwithstanding that this agreement is not then or thereafter executed by all of
the parties to which it is tendered or which are listed on Exhibit “A” as owning
an interest in the Contract Area or which own, in fact, an interest in the
Contract Area. In the event that any provision herein is illegal or
unenforceable, the remaining provisions shall not be affected, and shall be
enforced as if the illegal or unenforceable provision did not appear
herein.

     

    8.     Other
provisions.

    


    IN
WITNESS WHEREOF, this agreement shall be effective as of the 1st day of
December, 2009.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	 
      	
                                                                                  OPERATOR

                                                                                
	 
      	 
      
	 
      	
                                                                                  WHITT
      OIL & GAS, INC

                                                                                
	 
      	 
      	 
      
	 	 	 
	 	 	 
	 
      	
                                                                                  By:

                                                                                	
                                                                                  W.
      J. Whitt, President and CEO

                                                                                
	 
      	 
      	
                                                                                  Type
      or Print Name

                                                                                
	 
      	 
      	 
      
	 
      	
                                                                                  Title:

                                                                                	
                                                                                  President
      and CEO

                                                                                
	 
      	
                                                                                  Date:

                                                                                	 
      
	 
      	
                                                                                  Address:

                                                                                	
                                                                                  PO
      BOX 3129

                                                                                
	 
      	 
      	
                                                                                  ALBANY,
      TX 76430-8055

                                                                                
	 
      	 
      	 
      
	 	 	 
	 
      	
                                                                                  NON-OPERATORS

                                                                                
	 
      	 
      	 
      
	 
      	
                                                                                  ENERGY
      PRODUCERS, INC., a wholly owned subsidiary

                                                                                
	 
      	
                                                                                  of
      EGPI FIRECREEK, INC.

                                                                                
	 
      	 
      	 
      
	 
      	
                                                                                  By:

                                                                                	
                                                                                  Dennis
      R. Alexander, CEO

                                                                                
	 
      	 
      	
                                                                                  Type
      or Print Name

                                                                                
	 
      	 
      	 
      
	 
      	
                                                                                  Title:

                                                                                	
                                                                                  CEO

                                                                                
	 
      	
                                                                                  Date:

                                                                                	 
      
	 
      	
                                                                                  Address:

                                                                                	
                                                                                  6564
      SMOKE TREE LANE

                                                                                
	 
      	 
      	
                                                                                  SCOTTSDALE,
      ARIZONA 85253

                                                                                
	 
      	 
      
	 	 
	 	 	 
	 
      	
                                                                                  By:

                                                                                	 
      
	 
      	 
      	
                                                                                  Type
      or Print Name

                                                                                
	 
      	 
      	 
      
	 
      	
                                                                                  Title:

                                                                                	 
      
	 
      	
                                                                                  Date:

                                                                                	 
      
	 
      	
                                                                                  Address:

                                                                                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    AAPL — FORM 610RS - 1989


    ACKNOWLEDGMENTS

    


    
      	
              STATE
      OF ___________________________________________

            	
              §

            
	 
      	
              §

            
	
              COUNTY
      OF _________________________________________

            	
              §

            


    

    


    This instrument was acknowledged before
me on this the _____ day of __________,     2009       by
  Dennis R.
Alexander, CEO                       
of       Energy
Producers, Inc., a Nevada
Corporation          
 ,
on behalf of said                 corporation             .

    


    
      
        
          	
                  [SEAL]

                	 
      
	 
      	 
      
	 
      	
                  Notary
      Public in and for

                	 
      


        

      

    

    


    
      
        
          	
                  My
      Commission Expires:

                
	 
      


        

      

    

    


    
      	
              STATE
      OF ___________________________________________

            	
              §

            
	 
      	
              §

            
	
              COUNTY
      OF _________________________________________

            	
              §

            


    

    


    This instrument was acknowledged before
me on this the _____ day of ___________,      
   2009 by                      W.
J.
Whitt                                                  ,                             President                                        
of Whitt Oil &
Gas, Inc.         , a Texas
corporation, on behalf of said          corporation                                .

    


    
      
        
          	
                  [SEAL]

                
	 
      	 
      
	 
      	
                  Notary
      Public in and for

                	 
      


        

      

    

    


    
      
        
          
            	
                    My
      Commission Expires:

                  
	 
      


          

        

      

    

    


    
      	
              STATE
      OF ___________________________________________

            	
              §

            
	 
      	
              §

            
	
              COUNTY
      OF _________________________________________

            	
              §

            


    

    


    This
instrument was acknowledged before me on this the _____ day
of _________________, _________ by
____________________________________________________________,
_____________________________________ of
_______________________________________________________________, a
__________________________________, on behalf of said
__________________________________________.

    


    
      
        
          
            	
                    [SEAL]

                  	 
      
	 
      	 
      	 
      
	 
      	
                    Notary
      Public in and for

                  	 
      


          

        

      

    

    


    
      
        
          	
                  My Commission
    Expires:

                
	 
      


        

      

    

     

    
      
        
        

      

      
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    AAPL — FORM 610RS - 1989


    EXHIBIT
“A”

    


    Leases, Lands and
Interests


    


    
      	
              1.

            	
              That
      certain Oil, Gas and Mineral Lease dated September 17, 2007, by and
      between Eugene Bell, Lessor, and E & D Bell, LLC, Lessee, recorded in
      Volume 194, Page 360, Real Property Records of Callahan County, Texas,
      covering the following two (2) parcels of land in Callahan County, Texas,
      to-wit:

            


    

    


    Tract I:
Being 40 acres as near as is practicable in the form of a square around the LCS
Production of McWhorter #1 well, 2306’ FNL and 330’ FEL, Section 142, Block 2,
GH&H RR Co. Survey, Abstract 1651, Callahan County, Texas.

    


    Tract II:
Being 40 acres as near as is practicable in the form of a square around the
Ratex Energy, Inc. No. 3 Young well, 330’ FSL and 330’ FEL, Section 142, Block
2, GH&H RR Co. Survey, Abstract 1651, Callahan County, Texas.

    


    
      	
              2.

            	
              That
      certain Oil, Gas and Mineral Lease dated September 17, 2007, by and
      between Harold Elledge, Lessor, and E & D Bell, LLC, Lessee, recorded
      in Volume 194, Page 363, Real Property Records of Callahan County, Texas,
      covering the following two (2) parcels of land in Callahan County, Texas,
      to-wit:

            


    

    


    Tract I:
Being 40 acres as near as is practicable in the form of a square around the LCS
Production of McWhorter #1 well, 2306’ FNL and 330’ FEL, Section 142, Block 2,
GH&H RR Co. Survey, Abstract 1651, Callahan County, Texas.

    


    Tract II:
Being 40 acres as near as is practicable in the form of a square around the
Ratex Energy, Inc. No. 3 Young well, 330’ FSL and 330’ FEL, Section 142, Block
2, GH&H RR Co. Survey, Abstract 1651, Callahan County, Texas.

    


    
      	
              3.

            	
              That
      certain Oil and Gas Lease dated ________________________, by and between
      Sharon White Stewart, Lessor, and Whitt Oil & Gas, Inc., Lessee,
      recorded in Volume _______, Page _______, Real Property Records of
      Stephens County, Texas, and recorded in Volume ________, Page ________,
      Real Property Records of Shackelford County, to the extent, and to the
      extent only, that said lease covers the following parcel of land,
      to-wit:

            


    

    


    Tract
III: All of the Southeast One-fourth (SE/4) of Section 55, B.A.L., A-2746,
Stephens and Shackelford Counties, Texas.