Unassociated Document


    
      
        	
                Exhibit
      10.1

              	
                FINDERS
      FEE AGREEMENT

              	 
      


      

    

     

     

    July 2, 2009

     

    EGPI Firecreek, Inc.

    6564 Smoke Tree Lane

    Scottsdale, AZ 85253

     

    M3 Lighting, Inc.

    Atlanta, Georgia

     

    Asian Ventures Corp.

    Nevada Corporation

     

    Strategic Partners Consulting,
L.L.C.
(“SPC”)

    a Georgia limited liability
company

     

    THIS ENGAGEMENT
AGREEMENT (the "Agreement"), made as of this 2 nd
day of July 2009, by and
between:

     

    THE PARTIES of the
Triangular Merger Agreement
(named above / "Company"),

     

    AND

     

    Joseph Gourlay /
Stuart Siller Group (hereinafter
"Consultant"), each a
"Party" and collectively the "Parties".  Specific names of entities and
coordinates for the stock certificates (2) will be provided.

     

    WITHNESSETH THAT:

     

    WHEREAS, the Companies named above and its
respective affiliates or successor corporations, partnerships or other
business entities are public and privately held
corporations.

     

    WHEREAS, the Company has requested the assistance
of Consultant in acquisition, partnership, merger, and or business
combinations, and is willing to compensate Consultant for such completed
transaction; and

     

    WHEREAS, Consultant will introduce Company to
Candidates, specific individuals and entities who will be interested in
completing this goal, directly or indirectly.

     

    NOW, THEREFORE,
intending to be legally
bound, and in consideration of the mutual promises and covenants contained
herein, the Parties have agreed as follows:

     

    Candidate(s):
As used in this Agreement,
the term "Candidate(s)" shall be deemed to mean one or more individuals, firms,
entities, affiliations, or persons; that is introduced to Company directly or
indirectly by Consultant and that is interested in assisting Company /
ies.

     

    1. Engagement of
Consultant..

     

    Company hereby appoints Consultant as
its non-exclusive agent to represent Company.

     

    2. Term.

     

    The term of this agreement shall
commence at the signing of this agreement (the "Effective Date”) and end 1 year
from the date it is executed by Company, or as such other time as may be
mutually agreed in writing by the Company and Consultant, provided that the
Company shall remain responsible for the compensation obligations of the Company under
this Agreement. If during a
period of twelve (12) months following the termination date,
the Company completes a transaction, one or more, with potential Candidate(s) introduced by Consultant in
its capacity as an agent, then Consultant shall be entitled to the compensation
as set forth in accordance
with Item 3. (b.) and or (c.) below.

     

    
      
        
        

      

      
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    3. Fees.

     

    (a.) Upon the completion of the Triangular
Merger recently announced, Company shall pay Consultant a Finder's Fee as
follows:

     

    Company shall pay to Consultant an
amount equal to two (2%) percent or a
total of 477,361 shares (rounded up) of the issued and outstanding shares post
merger based upon 23,868,015 shares issued and outstanding. The shares shall be
issued as restricted stock / 144 stock upon signing of this Agreement
unconditionally (shares are agreed to be instructed for issuance to Consultant,
and per their directive in the aggregate amount totaling 2% described above this
paragraph, upon consummation of an agreement with CST Federal Services, Inc.,
Washington, DC).

     

    For purpose of 2% computation:
Following the Effective
Date, EGPI has 23,868,015 shares of the EGPI Common Stock issued and
outstanding, owned as follows: (a) 9,547,206 shares owned by the EGPI
Stockholders; (b) 11,934,007 shares owned by the M3 Stockholders, subject to
adjustment; and (c)
2,386,802 shares owned by
Strategic Partners, subject
to adjustment.

    


    (b.) Upon funds raised for Company, directly
or indirectly through Consultant, Company shall pay to Consultant fees based
upon the Lehman Formula.
Payment shall be wired to
Consultant coordinates, to be given at a future date, within five (5) days
of receipt of funds.

     

    (c.) Upon further business combinations,
which may include merger combinations, acquisitions combinations, etc, caused by
the direct / indirect introduction to Company from Consultant, the
Consultant shall receive
five (5 %) of the dollar
value of the business combination, in cash / stock / or combination, to be
mutually agreed upon by parties, within ten (10) business days after
closing, to coordinates to be further given.

      

    4. Laws of the State of Georgia

     

    This Agreement shall be deemed to be
made in, governed by and interpreted under and construed in all respects in
accordance with the laws of the State of Georgia.

     

    5. 

    


    The terms and provisions of this
Agreement shall inure to the benefit of, and be binding upon the parties hereto,
their successors, assigns and legal representatives.

     

    6.

    


    This Agreement contains the entire
understanding of the parties and all of the covenants and agreements between the
parties with respect to the subject matter of this Agreement. No other
representations, oral or written, shall survive the execution of this Agreement
and all representations made by and between the parties respecting the subject
matter hereof are contained in this Agreement.

     

    7.

    


    No amendments or changes to this
Agreement shall be valid unless in writing and signed by parties
above.

    


    
      
        
        

      

      
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    8.

    


    This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed an original
and constitute one and the same Agreement. Facsimile copies with signatures
shall be given the same legal effect as an original.

     

    IN WITNESS WHEREOF,
intending to be legally
bound, the parties have executed this Finder's Fee Agreement the day and year
first above written.

     

     

    
      
        	Consultant
      Group 	 	 	Consultant
    Group	 
	Joseph
      Gourlay / Stuart Siller  	 	 	Joseph
      Gourlay / Stuart Siller  	 
	 	 	 	 	 
	
                /s/
      Stuart Siller

              	 	 	
                /s/
      Joseph Gourlay

              	 
	
                Stuart
      Siller  

              	 	 	
                Joseph
      Gourlay

              	 


      

       

    

    
       

      
        
          	
                  EGPI
      FIRECREEK, INC.,

                	 	 	
                	 
	

                  (including
      parties of Triangular Merger Agreement)

                	 	 	
                	 
	 	 	 	 	 
	
                  

                    /s/Dennis
      R. Alexander

                  

                	 	 	
                	 
	
                  

                    Dennis
      R. Alexander, EGPI Firecreek Chairman, CEO

                    and
      Director, and Asian Ventures Director

                  

                	 	 	
                	 


        

      

    

    
      
        
          	 	 	 	 	 
	
                  

                    

                      /s/Larry
      W. Trapp

                    

                  

                	 	 	
                	 
	
                  

                    

                      Larry
      W. Trapp, EGPI Firecreek Director

                    

                  

                	 	 	
                	 


           

          
            
              
                	
                        

                          

                            /s/Mike
      Trapp

                          

                        

                      	 	 	
                      	 
	
                        

                          

                            Mike
      Trapp, EGPI Firecreek Director

                          

                        

                      	 	 	
                      	 


                 

                
                  
                    
                      	
                              

                                
                                  /s/Robert
      S. Miller Jr.

                                

                              

                            	 	 	
                            	 
	
                              

                                
                                  Robert
      S. Miller Jr., EGPI Firecreek Director

                                  and
      Asian Ventures Corp. (M3), Director

                                

                              

                            	 	 	
                            	 


                       

                      
                        
                          
                            	
                                    

                                      /s/Brandon D.
      Ray

                                    

                                  	 	 	
                                  	 
	
                                    

                                      
                                        Brandon
      D. Ray, EGPI Firecreek Director

                                        and
      Asian Ventures Corp. (M3), Director

                                        and
      approved on behalf of SPC

                                      

                                    

                                  	 	 	
                                  	 


                          

                        

                      

                    

                    
                       

                      
                        
                          
                            	
                                    

                                      

                                        /s/Michael
      Kocan

                                      

                                    

                                  	 	 	
                                  	 
	
                                    

                                      
                                        Michael
      Kocan, EGPI Firecreek Director

                                        and
      Asian Ventures Corp. (M3), Director

                                      

                                    

                                  	 	 	
                                  	 


                          

                          
                            
                               

                              
                                
                                  
                                    	
                                            

                                              

                                                /s/David
      H. Ray

                                              

                                            

                                          	 	 	
                                          	 
	
                                            

                                              
                                                David
      H. Ray, EGPI Firecreek and Asian

                                                Ventures
      Corp. (M3), Director  and approved

                                                on
      behalf of SPC

                                              

                                            

                                          	 	 	
                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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