Energy
Producers, Inc.

    6564
Smoke Tree Lane, Scottsdale, Arizona 85253

    
      
        	
                Tel:
      (602) 326-7371

              	
                Fax:
      (480) 443-1403

              	
                Email:
      energyproducers@aol.com

              


      

    

    


    December
22, 2009

    


    
      	
              Via
      Facsimile:

            	
              (325)
      692-8107

            
	
              Dan
      Fergus, Esq.

            	
              [Tel:
      (325) 691-0370; Fax; (325) 692-8107; email:
    ________________]

            
	
              Fergus
      and Fergus, LLP

            	 
      
	
              400
      Pine Street, Suite 765

            	 
      
	
              Abilene,
      Texas 79601

            	 
      


    

    


    
      	
              Re:

            	
              Acquisition
      by Energy Producers, Inc., a wholly owned subsidiary of EGPI Firecreek,
      Inc. (“EPI”) of 50% Working Interest from Whitt Oil & Gas, Inc.
      (“Whitt”) in three wells in the McWhorter Lease (Callahan County, Texas),
      Young Lease (Callahan County, Texas) and Boyett Lease (Stephens and
      Shackelford Counties, Texas) as described in Exhibit “A”
      hereto.

            


    

    


    Dear Mr.
Fergus:

    


    You are
the attorney for Whitt and you have agreed to act as escrow agent to close the
referenced transaction. The following documents will be delivered to you in
escrow in connection with closing:

    


    
      	
              (i)

            	
              Acquisition
      Agreement, executed in two (2)
      counterparts by Whitt as seller and EPI as
  buyer;

            


    

    


    
      	
              (ii)

            	
              Assignment
      of Overriding Royalty Interests, executed and
      acknowledged in three (3) counterparts (one counterpart to be
      recorded in each of the above identified counties) by Whitt as seller,
      assigning to each of three assignees identified therein a 2% overriding
      royalty interest in all oil, gas casinghead gas, and other hydrocarbon
      substances produced, saved and marketed from the land subject to the
      above-described leases;

            


    

    


    
      	
              (iii)

            	
              Assignment
      of Working Interest in Oil and Gas Leases, executed and
      acknowledged in three (3) counterparts (one counterpart to be
      recorded in each of the above identified counties) by Whitt as assignor
      and by EPI as assignee, assigning to EPI a 50% working interest (32% net
      revenue interest) in the above-described
leases;

            


    

    


    
      	
              (iv)

            	
              Operating
      Agreement [A.A.P.L. Form 610 – 1989], completed and executed
      in two (2) counterparts by Whit and EPI;
  and

            


    

    


    
      	
              (v)

            	
              Recording
      Supplement [A.A.P.L. Form 610RS – 1989], executed and
      acknowledged in three (3) counterparts (one counterpart to be
      recorded in each of the above identified counties) by Whitt and EPI, to be
      recorded in the real estate records of each of Callahan County, Stephens
      County and Shackelford County,
Texas.

            


    

    


    You will
receive by wire transfer from EPI, to a bank escrow account to be designated by
you, the sum of $227,500 to be held by you in escrow and subsequently disbursed
by you pursuant to the terms of this letter. Funds in excess of the estimated
closing amount are being sent to you to cover unforeseen matters which may
become payable by EPI in connection with closing after my approval. Please
provide wire escrow instructions to me as soon as possible.

    


    Upon your
receipt of closing funds and the documents listed above, you will satisfy
yourself that there are no liens affecting the referenced leases or property
thereon. When you have done so, please provide me with a list of closing costs
to be charged to EPI. I will then provide to you approval to complete closing as
described below.

    


    When you
have received my approval to proceed, you will record the following documents in
the order listed, in
all three counties: (i) Assignment of Overriding Royalty Interests; (ii)
Assignment of Working Interest in Oil and Gas Leases; and (iii) Recording
Supplement to Operating Agreement. Please use a courier to
record a counterpart in each county so that the transaction may be closed
quickly.

    


    The cost
of recording the closing documents described above will be charged to EPI. Other
recording fees, if any, will be charged to Whitt. The cost of sending a person
to record closing documents will be charged one-half to EPI and one-half to
Whitt. You will charge an escrow fee of $________________ to handle this
transaction (not including copying and third party costs). Your escrow fee will
be charged one-half to EPI and one-half to Whitt. Proration will be made of
applicable taxes on the leases as of the closing date. Any closing costs not
covered foregoing will be paid by Whitt unless I approve payment of
same.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Dan
Fergus, Esq.

      Page
2

       

      Upon your
being satisfied that documents to be recorded have been delivered to the county
clerks for recording, you are to disburse to Whitt or as directed by Whitt the
sum of $225,000 (less any costs charged to Whitt). If recorded documents are
returned to you rather than EPI, please forward the same to me when you receive
them.

    

    


    Closing
documents executed by EPI, and funds provided by EPI, pursuant to this letter
are being delivered to you on condition that they will be immediately returned
to EPI upon my demand to you (provided demand is made prior to recording of
closing documents), without necessity of consent by Whitt.

    


    You are
acting as escrow agent pursuant to the terms of this letter and instructions
given pursuant to this letter. You are not responsible for the sufficiency of
escrowed funds or the validity of any instrument or signature deposited with you
hereunder. You may act in reliance on any instrument reasonably believed to be
genuine and may assume that any person reasonably purporting to give written
notice or advice or instruction in connection with the provisions hereof has
been duly authorized to do so. In the event of a disagreement between EPI and
Whitt resulting in adverse demands on you in connection with this transaction,
or if you are in good faith in doubt as to what action you should take with
respect to any matter in connection with this transaction, you may refuse to
comply with such demands or refuse to take other action so long as such
disagreement or doubt exists. You are entitled to file a suit in interpleader or
apply to a court for an order requiring that the persons involved in any such
disagreement litigate in such court their respective claims arising out of this
transaction. Your costs incurred in connection with the foregoing will be paid
one-half by each of EPI and Whitt.

    


    Any
notices must be in writing and may be given by facsimile or email. Facsimile or
other signatures may be used for any purpose except that recorded documents must
have original signatures and acknowledgments.

    


    Please
have Whitt sign a copy of this letter to evidence acceptance of these closing
instructions, and indicate your receipt and agreement to these instructions and
the terms of escrow by executing a copy of this letter and returning the same to
me before disbursement of closing funds or recording closing
documents.

    


    Very
truly,

    


    Energy
Producers, Inc.,

    a wholly
owned subsidiary of

    EGPI
Firecreek, Inc.

    


    
      
        
          	
                  By:

                	 
      
	 
      	
                  Dennis
      R. Alexander, CEO

                


        

      

    

    


    Accepted
by Whitt:                                                                                                
[Signature]                                    
[Date]

    


    Acceptance
by Fergus & Fergus, LLP:                                                  
                [Signature]                                    
[Date]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
“A”

    


    Leases in Which Wells are
Located

    


    
      	
              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.