NOTICE
OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE
ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN
INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

     

    
      
        

      

       

    

    ASSIGNMENT
OF WORKING INTEREST IN OIL AND GAS LEASES

    


    
      
        	
                STATE
      OF TEXAS

              	
                §

              
	 
      	
                §

              
	
                COUNTIES
      OF SHACKELFORD, CALLAHAN AND STEPHENS

              	
                §

              


      

    

    


    WHEREAS, WHITT OIL & GAS,
INC., a Texas corporation (“Assignor”), whose address is
P.O. Box 3129, Albany, Texas 76430-8055 (Shackelford County), is the owner of
the oil and gas leases described in Exhibit
“A” hereto;

    


    NOW, THEREFORE, for and in
consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Assignor, Assignor does hereby Grant, Sell, Transfer and Assign
to ENERGY PRODUCERS,
INC., a Nevada corporation (“Assignee”), whose address is
6564 Smoke Tree Lane, Scottsdale, Arizona 85253, effective as of 7:00 a.m. CST,
December 1, 2009 (the “Effective Time”), the
following:

    


    
      	
               
      

            	
              (a)

            	
              a
      50% working interest (32% net revenue interest) in (i) the oil and gas
      leases (the “Leases”) described in
      Exhibit “A”
      attached hereto insofar as they cover the lands described herein and the
      depths held by Assignor, and (ii) all oil, gas, water disposal and other
      wells (producing and non-producing) located on the Leases, including,
      without limitation, the wells described in Exhibit “B”,
      together with all of Assignor’s right, title and interest in and to any
      and all rights and appurtenances incident thereto and any and all
      equipment and personal property that may be located on the lands described
      herein subject to the Leases and used in connection with the operation
      thereof; and

            


    

    


    
      	
               
      

            	
              (b)

            	
              a
      50% interest in and to all of Assignor’s rights in, to and under, and
      obligations arising from, any and all agreements relating to the Leases or
      wells herein conveyed, including, but not limited to, oil or gas
      production purchase and sale contracts, permits, rights-of-way, easements,
      licenses, options, orders and decisions of State and Federal regulatory
      authorities establishing units; provided however, insofar as any
      assignment of rights of ingress and egress, Assignor reserves the right to
      use the same in regard to other properties of
  Assignor;

            


    

    


    SUBJECT, HOWEVER, to the
following:

    


    
      	
               
      

            	
              (a)

            	
              Liens
      for taxes or assessments not yet due or not yet
  delinquent;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      terms, covenants and conditions contained in the
  Leases;

            


    

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              Easements,
      rights-of-way, servitudes, permits, surface leases and other rights in
      respect to the surface operations, pipelines, grazing, logging, canals,
      ditches, reservoirs or the like; and easements for streets, alleys,
      highways, pipelines, telephone lines, power lines, railways and other
      easements and rights-of-way, on, over or in respect of any of the lands
      related to the property, as same exist at the Effective Time, whether
      recorded or not recorded;

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      terms of any oil or gas production and sale contracts, and any other
      subsisting agreements but only to the extent that the same are otherwise
      in full force and effect as of the Effective
  Time;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Existing
      royalties, overriding royalties and other similar burdens if any out of or
      with respect to production from the
Leases.

            


    

    


    Any
equipment, fixtures and personal property conveyed hereby, are conveyed “AS IS, WHERE IS” and “WITH ALL
FAULTS.” ASSIGNOR MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
ORIGINAL, QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, SAFETY, COMPLIANCE WITH GOVERNMENTAL REGULATIONS, VALUE OR
EXISTENCE OF RESERVES OF OIL, GAS OR OTHER MINERALS PRODUCIBLE OR RECOVERABLE
FROM THE ASSIGNED PROPERTY OR CONDITION OF THE ASSIGNED PREMISES AND RELATED
FIXTURES AND IMPROVEMENTS.

    


    Assignor
hereby waives the provision of the Texas Deceptive Trade Practices Act, Chapter
17, Subchapter E, Section 17.41 - 17.63 inclusive, Texas Business & Com.
Code, except Section 17.555 which is not waived. IN ORDER TO EVIDENCE ITS
ABILITY TO GRANT SUCH WAIVER, ASSIGNEE HEREBY REPRESENTS AND WARRANTS TO
ASSIGNOR THAT ASSIGNEE (i) IS IN THE BUSINESS OF SEEKING OR ACQUIRING BY
PURCHASE OR LEASE, GOODS OR SERVICES FOR COMMERCIAL OR BUSINESS USE, (ii) HAS
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE ASSIGNEE
TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY, AND
(iii) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION.

    


    Assignor
will, at any time and from time to time after the date hereof, upon Assignee’s
request, execute, acknowledge and deliver or cause to be executed and delivered,
all further documents or instruments necessary to effect the transaction
embodied in this assignment.

    


    Assignor
binds itself to warrant and forever defend all and singular the interests herein
conveyed to Assignee against every person lawfully claiming or to claim the same
when the claim is by, through or under Assignor, but not otherwise.

    


    EXECUTED to be effective for
all purposes as of the Effective Time.

     

    
      
        
          
            	 
      	
                    ASSIGNOR:

                  
	 
      	 
      
	 
      	
                    WHITT OIL & GAS, INC., a Texas
      corporation

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    W.
      J. Whitt, President

                  
	 
      	 
      
	 
      	
                    ASSIGNEE:

                  
	 
      	 
      
	 
      	
                    ENERGY PRODUCERS, INC., a Nevada
      corporation

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	 
      	
                    Dennis
      Alexander, Chief Executive
Officer

                  


          

        

      

    

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                STATE
      OF TEXAS

              	
                §

              
	 
      	
                §

              
	
                COUNTY
      OF SHACKELFORD

              	
                §

              


      



    This instrument was acknowledged before
me on December ____, 2009, by W. J. Whitt, President of Whitt Oil & Gas,
Inc., a Texas corporation, on behalf of said corporation.

    
      


      
        
          	
                  [Notarial
      Seal]

                	 
      
	 
      	 
      
	 
      	
                  Notary
      in and for the State of Texas

                


        

      

      


      
        
          
            
              	
                      My Commission Expires:

                    
	 
      
	 
      


            

          

        

      

       

      
        
          
          

        

        
          Page
3

          
            

          

        

        
          
          

        

      

    

    


    
      
        	
                STATE
      OF ____________________________

              	
                §

              
	 
      	
                §

              
	
                COUNTY
      OF ___________________________

              	
                §

              


      

    

    


    This instrument was acknowledged before
me on December ____, 2009, by Dennis Alexander, Chief Executive Officer of
Energy Producers, Inc., a Nevada corporation, on behalf of said
corporation.

    
      


      
        
          
            
              	
                      [Notarial
      Seal]

                    	 
      
	 
      	 
      
	 
      	

                      Notary
      in and for

                    	
                       

                    


            

          

        

      

      


      
        
          
            
              	
                      My Commission Expires:

                    
	 
      
	 
      


            

          

        

      

    

     

    PLEASE
RETURN RECORDED INSTRUMENT TO:

    


    Dennis
Alexander

    Chief
Executive Officer

    Energy
Producers, Inc.,

    A Wholly
Owned Subsidiary Of

    EGPI
Firecreek, Inc.

    6564
Smoke Tree Lane

    Scottsdale,
Arizona 85253

     

    
      
        
        

      

      
        Page
4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
“A”

    


    Leases
Assigned


    


    
      	
              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.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
“B”

    


    List of
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.