ACQUISITION
AGREEMENT

    


    50%
Working Interest (32% Net Revenue Interest)

    in
certain land and wells covered by three leases in Shackelford, Callahan and
Stephens Counties, Texas

    


    Whitt Oil
& Gas, Inc., a Texas corporation (“Whitt”), and Energy Producers, Inc.
(“EPI”), a Nevada corporation and the wholly owned subsidiary of EGPI Firecreek,
Inc., a Nevada corporation, agree as follows regarding EPI’s acquisition from
Whitt of a 50% working interest (32% net revenue interest) in the McWhorter
Lease (Callahan County, Texas), the Young Lease (Callahan County, Texas) and the
Boyett Lease (Stephens and Shackelford Counties, Texas), and the wells thereon,
all as described in Exhibit “A”:

    


    
      	
              1.

            	
              The
      purchase price to be paid by EPI will be $225,000. This includes the
      acquisition costs of the 50% working interest in the leases and also EPI’s
      share of the costs of an initial work program consisting of the repair of
      identified problems on and return to production of three (3) wells located
      on said leases. Operating costs of wells are not included in the
      acquisition cost to be paid by EPI, and EPI must pay its pro-rata share of
      operating costs in accordance with this agreement and the operating
      agreement described below.

            


    

    


    
      	
              2.

            	
              At
      closing and prior to execution of the assignment of the said working
      interest in the leases to EPI, Whitt will assign the following stated
      overriding royalty interests in and to all oil, gas, casinghead gas, and
      other hydrocarbon substances produced, saved and marketed from the land
      subject to said leases:

            


    

    


    
      	
               
      

            	
              (a)

            	
              2%
      to _______________________________ ;

            	
               

            


    

    


    
      	
               
      

            	
              (b)

            	
              2%
      to _______________________________ ; and

            	
               

            


    

    


    
      	
               
      

            	
              (c)

            	
              2%
      to _______________________________.

            	
               

            


    

    


    Such
assignments of overriding royalty interests will result in a 32% net revenue
interest thereafter being conveyed to EPI.

    


    
      	
              3.

            	
              The
      overriding royalty interests to be assigned pursuant to paragraph 2 will
      be subject to the following terms and
  provisions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Such
      assignments will be made without warranty of title, express or implied,
      except as to parties claiming by, through or under Whitt, but not
      otherwise;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Each
      overriding royalty interest assigned will be payable out of and only out
      of the oil and gas produced, saved and marketed, pursuant to the terms and
      provisions of said leases;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Each
      overriding royalty interest assigned will be free of development,
      production and operating expenses, but will be chargeable with its
      proportionate part of all gross production taxes and other taxes properly
      assessable thereto;

            


    


    
      
         


      

      
        Page
1

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (d)

            	
              Each
      overriding royalty interest assigned will not be paid or accrued on any
      oil, gas, casinghead gas and other hydrocarbon substances used for
      operating, development or production purposes on the lands subject to the
      said leases or unavoidably lost, nor paid upon gas used for repressuring
      or recycling operations or pressure maintenance operations benefiting said
      lands;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Whitt,
      its successors and assigns, will have the right to pool the oil and gas
      leases and lands covered hereby, or any portion thereof, with other lands
      and leases into voluntary units, or into units as established by any
      governmental authority having jurisdiction, and if the leases, and the
      lands covered thereby, or any part thereof, are pooled accordingly, then
      each overriding royalty interest assigned will be reduced in proportion
      that the acreage burdened by each overriding royalty interest bears to all
      the acreage included in any pooled
unit.

            


    

    


    
      	
              4.

            	
              The
      Boyett Lease has up to four potential Barnett locations that can be
      drilled. EPI shall be granted under the operating agreement the right, but
      not the obligation, to participate in each of these wells when proposed by
      Whitt. If EPI elects to participate in the drilling of any one or more of
      such new wells, EPI must pay its share of actual costs associated with its
      50% working interest including completion costs (if completed) and
      plugging costs (if plugged). The costs of drilling and completing or
      plugging such wells is not included in the acquisition costs to be paid by
      EPI at closing.

            


    

    


    
      	
              5.

            	
              Closing
      will occur on or before December 31, 2009 at the offices of attorney Dan
      Fergus, Fergus and Fergus, LLP, 400 Pine Street, Suite 765, Abilene, Texas
      79601, telephone (325) 691-0370, facsimile (325) 692-8107. The effective
      date of transfer will be December 1, 2009 regardless of the actual closing
      date. Closing costs will be paid from the acquisition funds provided by
      EPI or as the parties otherwise agree in closing instructions. EPI will be
      responsible for its share of ad valorem taxes from and after
      closing.

            


    

    


    
      	
              6.

            	
              The
      form of assignment to be used at closing will be mutually acceptable to th
      parties. In addition, at closing, the parties will sign a mutually
      acceptable form of operating agreement based on the A.A.P.L. Operating
      Agreement Form 610-1989. Whitt will be the operator and administrator for
      the project under the operating
agreement.

            


    

    


    
      	
              7.

            	
              Whitt
      has provided to EPI all material documents and information in its
      possession or control concerning the leases, and EPI has reviewed and
      approved the same. Except as may be expressly stated in the closing
      documents, Whitt makes no warranties or representations with respect to
      the leases or any equipment or personal
  property.

            


    

    


    
      	
              8.

            	
              Notices
      under this agreement will be in writing deemed effective when received by
      the addressee. Notices may be sent by U.S. mail, overnight courier, email
      or fax, deemed delivered when actually received by the addressee. Notice
      addresses are as follows:

            


    


    
      
         


      

      
        Page
2

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Whitt
      Oil & Gas, Inc.

                	 
      	
                  Energy
      Producers, Inc.,

                
	
                  P.O.
      Box 3129

                	 
      	
                  6564
      Smoke Tree Lane

                
	
                  Albany,
      Texas 76430-8055

                	 
      	
                  Scottsdale,
      Arizona 85253

                
	
                  Facsimile:
      ______________

                	 
      	
                  Facsimile:
      (480) 443-1403

                
	
                  Email:
      w.whitt@sbcglobal.net

                	 
      	
                  Email:
      energyproducers@aol.com

                


        

      

    

    


    
      	
               
      

            	
              Copies
      of all notices shall be sent to John R. Taylor, Templar PetroConsultants,
      Inc., 6777 Camp Bowie Blvd., Suite 332, Fort Worth, Texas 76116,
      facsimile: (817) 377-8603.

            


    

    


    
      	
              9.

            	
              This
      agreement must be executed by the second signing party within three days
      after execution hereof by the first signing party or this agreement shall
      be void.

            


    

    


    Executed
effective the 22nd day of December, 2009.


    


    
      
        
          
            	
                    WHITT
      OIL & GAS, INC.

                  	 
      	
                    ENERGY
      PRODUCERS, INC.

                  
	 
      	 
      	 
      	
                    a
      wholly owned subsidiary of

                  
	 
      	 
      	 
      	
                    EGPI
      FIRECREEK, INC.

                  
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	 
      	 
      	
                    By:

                  	 
      
	 
      	
                    W.
      J. Whitt, President

                  	 
      	 
      	
                    Dennis
      Alexander, CEO

                  


          

        

      

    

    


    
      
        
          
            	
                    Date Signed:

                  	 
      	 
      	
                    Date Signed:

                  	 
      


          

        

      

    

     

    
      
         


      

      
        Page
3

        
          

        

      

      
         


      

    


    EXHIBIT
“A”

    


    Leases

     

    
      	
              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.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Wells

     

    
      	
              1.

            	
              McWhorter
      No. Well, Texas Lease I.D. 27348, field Wildcat, Texas Field I.D.
      00014001, Texas Railroad Commission District No. 7B, Callahan County,
      Texas.

            


    

    


    
      	
              2.

            	
              Young
      No. 3 Well, Texas Lease I.D. 26519, field Parsons
      Gray, Texas Field I.D. 69450300, Texas Railroad Commission District No.
      7B, Callahan County, Texas.

            


    

    


    
      	
              3.

            	
              Boyett
      Well, Texas, API #42-417-37567, Texas Railroad Commission District No. 7B,
      Shackelford County, Texas.