Unassociated Document


    Exhibit
10.1

     

    PROMISSORY
NOTE

     

    
      	
              FACE
      AMOUNT

              PRICE
      

              INTEREST
      RATE
      

              NOTE
      NUMBER

              MATURITY
      DATE

            	
              $20,000.00

              $20,000.00

              12% per annum

              May 29, 2009

              July 29, 2009

            


    

     

    For value
received, EGPI Firecreek, a Nevada corporation, and all of its subsidiaries (the
“Company”) (OTC BB: EFIR) hereby promises to pay to the order of Thomas
Richards, his heirs or successors, (collectively the “Holder”) by the Maturity
Date, or earlier, the full Face Amount of Twenty Thousand and 00/100 dollars
($20,000.00) U.S., (this “Note”) in such amounts, at such times and on such
terms and conditions as are specified herein (sometimes hereafter the Company
and the Holder are referred to collectively as “the Parties”.)

    


    Article 1    Method of
payment/interest

    


    Section
1.1                      Payments
made to the Holder by the Company in satisfaction of the Note (referred to as a
“Payment”) shall be made to the Holder in the amount specified in Section 1.2
below (the “Payment Amount”) until the Face Amount is paid in
full.  The First Payment will be due on June 29, 2009 and each
subsequent Payment will be made on the 29th day of
each month thereafter (“Payment Date” or “Payments Dates”) until this Note is
paid in full.  Notwithstanding any provision to the contrary in this
Note, the Company may pay in full to the Holder the Face Amount, or any balance
remaining thereon, in readily available funds at any time prior to the Maturity
Date and from time to time prior to the Maturity Date without
penalty.

    


    Section
1.2                      The
Company shall pay interest (“Interest”) at the rate of twelve percent (12%) per
annum, compounded monthly, on the unpaid Face Amount of this Note at such times
and in such amounts as outlined in this Article
1.  The Company shall make mandatory monthly payments of
interest (the “Interest Payments”), in an amount equal to the interest accrued
on the principal balance of the Note from the last Payment until such time as
the current Interest Payment is due and payable.

    


    Article 2    Net proceeds
delivered to the Company under this Note shall be Nineteen Thousand, Five
Hundred dollars ($19,500.00) and the Five Hundred dollars ($500) now due the
Holder from the Company shall be deemed by the Holder to be fully
paid.

    


    Article 3    As extra
consideration for the making of this Note, the Company shall (i) pay Holder a
fee of $2,000 at the Maturity Date of this Note for the making of this Note,
(ii) the Company shall provide and bear the cost of any opinion letter required
to remove any restrictions when permitted by regulation on any Company shares
now held by the Holder, (iii) the Company shall prepare and bear the cost of any
filings or reporting’s that may be required of Holder and shall be responsible
for any costs of the Holder incurred in the enforcement of this
Note.

    


    Article 4    Should there be any
changes in the Company or its subsidiaries including but not limited to
financing or other contractual agreements of any sort, or other obligations
incurred, or existing contracts lost affecting revenues, that in the sole
judgment of the Holder, would adversely affect the Company or its subsidiaries,
the Holder may at Holder’s sole discretion accelerate the Maturity Date and call
the Note fully due and payable upon 5 days written notice.

    


    Article 5    Unpaid
Amounts

    


    Section
5.1                      In
the event that on the Maturity Date or sooner if due, the Company has any
remaining amounts unpaid on this Note (the “Residual Amount”), the Holder can
exercise its right to increase the Face Amount by ten percent (10%) as an
initial penalty and an
additional two and one-half percent (2.5%) per week until paid, compounded
weekly, as liquidated damages (“Liquidated Damages”).  The Parties
acknowledge that Liquidated Damages are not interest and should not constitute a
penalty.

    


    Article 6    Defaults and
Remedies

    


    Section
6.1                      Events of
Default.  An “Event of Default” occurs if any of the following
occur.

    


    (a)        The
Company does not make a Payment within three (3) calendar days of (i) a Payment
date; or, (ii) any amounts on the Note exist on the Maturity Date; or (iii) when
otherwise due; or

    (b)        The
Company, pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
defined):  (i) commences a voluntary case; (ii) consents to the entry
of an order for relief against it in an involuntary case; (iii) consents to the
appointment of a Custodian (as hereinafter defined) of the Company or for its
property; (iv) makes an assignment for the benefit of its creditors; or (v) a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:  (A) is for relief against the Company in an involuntary
case; (B) appoints a Custodian of the Company or for its property; or (C) orders
the liquidation of the Company, and the order or decree remains unstayed and in
effect for thirty (30) calendar days; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c)     The
Company’s $0.001 par value common stock (the "Common Stock") is suspended or is
no longer listed on any recognized exchange, including an electronic
over-the-counter bulletin board, for in excess of ten (10) consecutive trading
days; or

    (d)
    Any of the Company’s representations or warranties
contained in this Agreement were false when made; or,

        (e)     The
Company breaches this Agreement, and such breach, if and only if such breach is
subject to cure, continues for a period of five (5) business
days.


    


    As used
in this Section 6.1, the term “Bankruptcy Law” means Title 11 of the United
States Code or any similar federal or state law for the relief of
debtors.  The term “Custodian” means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.

    


    Section
6.2        Remedies. For each
and every Event of Default, as outlined in this Agreement, the Holder can
exercise its right to increase the Face Amount of the Note by ten percent (10%)
as an initial penalty.  In addition, the Holder may elect to increase
the Face Amount of the Note by two and one-half percent (2.5%) each week as
Liquidated Damages, compounded weekly.  The Parties acknowledge that
Liquidated Damages are not interest under the terms of this Agreement, and shall
not constitute a penalty.  In addition the Interest rate on all
outstanding amounts due shall increase to eighteen percent (18%) annually,
compounded monthly.

    


    Section
6.3         In the event of a
Default hereunder, the Company and all of its subsidiaries does hereby assign
all revenues received by the Company and/or any of its subsidiaries to Holder
beginning on the date of default and continuing forward until all amounts due
Holder under this Note are paid in full.   Such revenues shall be
remitted to Holder within two (2) days of receipt by the Company or its
subsidiaries.

     

    Section
6.4         Acceleration.   If an Event of
Default occurs, the Holder by notice to the Company may declare the remaining
principal amount of this Note, together with all accrued interest and any
liquidated damages, to be immediately due and payable in full.

    


    Article 7    Security

    


    Section
7.1         All obligations of the
Company under this Note shall be further secured by all of the assets of the
Company and its subsidiaries both tangible and intangible until all the
obligations of the Company under this Note have been paid and met in
full.  This shall include but not be limited to current and future
contracts and any revenues derived therefrom.   The obligations
of the Company to the Holder under this Note shall be and remain superior to any
other obligations not previously secured as of the date of this Note and
superior to any future obligations the Company may incur unless otherwise
consented to by Holder.

    


    Article 8    Use of
Proceeds

    


    Section
8.1         The proceeds to the
Company from the making of this Note shall be used to pay down the now
outstanding Note to Dutchess Private Equities Fund, LTD, (“Dutchess”) in an
amount estimated to be $15,000 and to thereby gain a 90 day extension of the
current Dutchess note from the Company, and to address the outstanding balances
with the Company’s transfer agent and Vintage so as to keep those services
available to the Company.

    


    Article 9    Notice.

    


    Section
9.1            Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Note must be in writing and will be deemed to have
been delivered (i) upon delivery, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided a confirmation of transmission is mechanically
or electronically generated and kept on file by the sending party); or (iii) one
(1) day after deposit with a nationally recognized overnight delivery service,
so long as it is properly addressed.  The addresses and facsimile
numbers for such communications shall be:

    


    If to the
Company:

    


    Attn:
Dennis Alexander

    EGPI
Firecreek, Inc.

    6564
Smoke Tree Lane

    Scottsdale,
Arizona 85253

    Telephone:
(480) 948-6581

    Fax:
(480) 443-1430

    E-mail:  energyproducers@aol.com

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    If to the
Holder:

    


    Thomas
Richards

    2454 E.
Huber St.

    Mesa, AZ
85213

    Telephone:
(480) 461-3592

    E-mail:  TR5623@aol.com


    


    Section
9.2             The
Parties are required to provide each other with five (5) business days prior
notice to the other party of any change in address, phone number or facsimile
number or E-mail address.

    


    Article 10    Time

    


    Where
this Note authorizes or requires the payment of money or the performance of a
condition or obligation on a Saturday or Sunday or a holiday on which the United
States Stock Markets (“US Markets”) are closed (“Holiday”), such payment shall
be made or condition or obligation performed on the last business day preceding
such Saturday, Sunday or Holiday.  A “business day” shall mean a day
on which the US Markets are open for a full day or half day of
trading.

     

    Article 11    Assignability

    


                This
Note and the obligations hereunder may not be assigned including to any
subsidiaries of the Company without the written permission of the
Holder.

    


    Article 12    Rules of
Construction.

    


    In this
Note, unless the context otherwise requires, words in the singular number
include the plural, and in the plural include the singular, and words of the
masculine gender include the feminine and the neuter, and when the tense so
indicates, words of the neuter gender may refer to any gender.  The
numbers and titles of sections contained in the Note are inserted for
convenience of reference only, and they neither form a part of this Note nor are
they to be used in the construction or interpretation hereof.  Any
ambiguities that may arise or be asserted to exist in this Note shall be judged
in favor of the Holder and this Note shall be construed as if written by the
Company.  Wherever, in this Note, a determination of the Company is
required or allowed, such determination shall be made by a majority of the Board
of Directors of the Company and, if it is made in good faith, it shall be
conclusive and binding upon the Company.

    


    Article 13    Governing
Law

    


    The
validity, terms, performance and enforcement of this Note shall be governed and
construed by the provisions hereof and in accordance with the laws of the State
of Arizona applicable to agreements that are negotiated, executed, delivered and
performed solely in the State of Arizona.

    


    Article 14    Disputes Subject to
Arbitration

    


    The
parties to this Note will submit all disputes arising under it to arbitration in
Phoenix, Arizona before a single arbitrator of the American Arbitration
Association (“AAA”).  The arbitrator shall be selected by application
of the rules of the AAA, or by mutual agreement of the parties, except that such
arbitrator shall be an attorney admitted to practice law in the State of
Arizona.  No party to this agreement will challenge the jurisdiction
or venue provisions as provided in this section.  Further, should any
dispute be submitted to arbitration under this paragraph, or otherwise contested
or enforcement sought in any court of law, the Company shall pay all costs of
the Holder as they are incurred or become due.  Nothing in this
section shall limit the Holder's right to obtain an injunction for a breach of
this Agreement from a court of law.

    


    Article 15    Conditions to
Closing

    


    The
Company warrants to Holder that the assets, contracts, and projected revenues
represented to the Company by M3 and its representatives during the merger of
and with M3 are true and accurate.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    Article 16    Indemnification

    


    In
consideration of the Holder's execution and delivery of this Agreement and the
acquisition and funding by the Holder of this Note and in addition to all of the
Company's other obligations under the documents contemplated hereby, the Company
shall defend, protect, indemnify and hold harmless the Holder, his spouse and
all of his heirs and/or successors, counsel, and direct or indirect investors
and any of the foregoing person's agents or other representatives (including,
without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the "Indemnities") from and
against any and all actions, causes of action, suits, claims, losses, costs,
penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the action for which
indemnification hereunder is sought), and including, without limitation,
reasonable attorneys' fees and disbursements (the “Indemnified Liabilities"),
incurred by any Indemnitee as a result of, or arising out of, or relating to (i)
any misrepresentation or breach of any representation or warranty made by the
Company in the Note, or any other certificate, instrument or document
contemplated hereby or thereby (ii) any breach of any covenant, agreement or
obligation of the Company contained in the Note or any other certificate,
instrument or document contemplated hereby or thereby, except insofar as any
such misrepresentation, breach or any untrue statement, alleged untrue
statement, omission or alleged omission is made in reliance upon and in
conformity with written information furnished to the Company by, or on behalf
of, the Holder or is based on illegal trading of the Common Stock by the Holder.
To the extent that the foregoing undertaking by the Company may be unenforceable
for any reason, the Company shall make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities that is permissible
under applicable law. The indemnity provisions contained herein shall be in
addition to any cause of action or similar rights the Holder may have, and any
liabilities the Holder may be subject to.

    


    Article 18    Waiver

    


    The
Holder's delay or failure at any time or times hereafter to require strict
performance by Company of any obligations, undertakings, agreements or covenants
shall not waive, affect, or diminish any right of the Holder under this Note to
demand strict compliance and performance herewith. Any waiver by the Holder of
any Event of Default shall not waive or affect any other Event of Default,
whether such Event of Default is prior or subsequent thereto and whether of the
same or a different type. None of the undertakings, agreements and covenants of
the Company contained in this Note, and no Event of Default, shall be deemed to
have been waived by the Holder, nor may this Note be amended, changed or
modified, unless such waiver, amendment, change or modification is evidenced by
a separate instrument in writing specifying such waiver, amendment, change or
modification and signed by the Holder.

    


    Article 19    Miscellaneous

    


    Section
19.1          This Note may be
executed in two or more counterparts, all of which taken together shall
constitute one instrument.  Execution and delivery of this Note by
exchange of facsimile copies bearing the facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Note by such
party.  Such facsimile copies shall constitute enforceable original
documents.

    


    Section
19.2          The Company
warrants that the execution, delivery and performance of this Note by the
Company and the consummation by the Company of the transactions contemplated
hereby and thereby will not (i) result in a violation of the Articles of
Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding series of preferred stock of the Company or the By-laws or (ii)
conflict with, or constitute a material default (or an event which with notice
or lapse of time or both would become a material default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any material agreement, contract, indenture mortgage, indebtedness or instrument
to which the Company or any of its Subsidiaries is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree, including
United States federal and state securities laws and regulations and the rules
and regulations of the principal securities exchange or trading market on which
the Common Stock is traded or listed (the “Principal Market”), applicable to the
Company or any of its Subsidiaries or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected. Neither the Company nor
its Subsidiaries is in violation of any term of, or in default under, the
Articles of Incorporation, any Certificate of Designations, Preferences and
Rights of any outstanding series of preferred stock of the Company or the
By-laws or their organizational charter or by-laws, respectively, or any
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Company or
its Subsidiaries, except for possible conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations that would not
individually or in the aggregate have a Material Adverse Effect as defined
below. The business of the Company and its Subsidiaries is not being conducted,
and shall not be conducted, in violation of any law, statute, ordinance, rule,
order or regulation of any governmental authority or agency, regulatory or
self-regulatory agency, or court, except for possible violations the sanctions
for which either individually or in the aggregate would not have a Material
Adverse Effect.  The Company is not required to obtain any consent,
authorization, permit or order of, or make any filing or registration with, any
court, governmental authority or agency, regulatory or self-regulatory agency or
other third party in order for it to execute, deliver or perform any of its
obligations under, or contemplated by, this Note in accordance with the terms
hereof or thereof. All consents, authorizations, permits, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding
sentence have been obtained or effected on or prior to the date hereof and are
in full force and effect as of the date hereof. The Company and its Subsidiaries
are unaware of any facts or circumstances which might give rise to any of the
foregoing.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    Section
19.3          The Company and
its “Subsidiaries” (which for purposes of this Note means any entity in which
the Company, directly or indirectly, owns capital stock or holds an equity or
similar interest) are corporations duly organized and validly existing in good
standing under the laws of the respective jurisdictions of their incorporation,
and have the requisite corporate power and authorization to own their properties
and to carry on their business as now being conducted. Both the Company and its
Subsidiaries are duly qualified to do business and are in good standing in every
jurisdiction in which their ownership of property or the nature of the business
conducted by them makes such qualification necessary, except to the extent that
the failure to be so qualified or be in good standing would not have a Material
Adverse Effect. As used in this Note, “Material Adverse Effect” means any
material adverse effect on the business, properties, assets, operations, results
of operations, financial condition or prospects of the Company and its
Subsidiaries, if any, taken as a whole, or on the transactions contemplated
hereby or by the agreements and instruments to be entered into in connection
herewith, or on the authority or ability of the Company to perform its
obligations under the Note.

    


    Section
19.4          Authorization;
Enforcement; Compliance with Other Instruments.  (i) The Company has
the requisite corporate power and authority to enter into and perform its
obligations under this Note, and no further consent or authorization is required
by the Company, its Board of Directors, or its shareholders, (iii) this Note has
been duly and validly executed and delivered by the Company, and (iv) the Note
constitutes the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be
limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors' rights and
remedies.

    


    Section
19.5          There are no
disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the Company and the accountants, auditors and lawyers
formerly or presently used by the Company, including but not limited to disputes
or conflicts over payment owed to such accountants, auditors or
lawyers.

    


    Section
19.6          All
representations made by or relating to the Company of a historical nature and
all undertakings described herein shall relate and refer to the Company, its
predecessors, and the Subsidiaries.

    


    Section
19.7          The Company
acknowledges that its failure to timely meet any of its obligations hereunder,
including, but without limitation, its obligations to make Payments will cause
the Holder to suffer irreparable harm and that the actual damage to the Holder
will be difficult to ascertain.  Accordingly, the parties agree that
it is appropriate to include in this Note a provision for liquidated
damages.  The parties acknowledge and agree that the liquidated
damages provision set forth in this section represents the parties’ good faith
effort to quantify such damages and, as such, agree that the form and amount of
such liquidated damages are reasonable and do not constitute a
penalty.  The payment of liquidated damages shall not relieve the
Company from its obligations under this Note.

    


    Section
19.8           In the
event that any rules, regulations, interpretations or comments from the SEC or
other governing body, hinder any operation of this Agreement, the Parties hereby
agree that those specific terms and conditions shall be negotiated on similar
terms within five (5) business days, and shall not alter, diminish or affect any
other rights, duties or covenants in this Note and that all terms and conditions
will remain in full force and effect except as is necessary to make those
specific terms and conditions comply with applicable rule, regulation,
interpretation or Comment.  Failure for the Company to agree to such
new terms, shall constitute and Event of Default herein, as outlined in Article
4, and the Holder may elect to take actions as outlined in the
Note.

    


    Section
19.9         Any misrepresentations
including those made to the Company by M3 or its affiliates during the combining
of the two companies be it deemed an acquisition, merger, reverse triangular
merger or by any other mechanism shall be considered a breach of contract and an
Event of Default under this Agreement and the Holder may seek to take actions as
described above in this Agreement.

    


    Section
19.10        Until the obligations of
the Company to the Holder under this Note are fully paid and met, the Company
shall immediately inform the Holder of any changes, whether real or threatened,
that could adversely affect the Company

    


    IN
WITNESS WHEREOF, the Company has duly executed this Note as of the date first
written above.

     

    
      
        	EGPI
      FIRECREEK, INC.    	 	Thomas
      Richards, an individual person.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	
                /s/
      Dennis R. Alexander    

              	 	By:	
                /s/
      Thomas Richards

              	 
	Name:	
                Dennis
      R. Alexander

              	 	 	
                Thomas
      Richards

              	 
	Title:	
                Chief
      Executive Officer