PROMISSORY
NOTE





FACE
      AMOUNT
                $47,564.78PRICE
                $47,564.78INTEREST
      RATE
                12%
      per annumNOTE
      NUMBER
                November
      2008 101ISSUANCE
      DATE
                November
      28, 2008MATURITY
      DATE
                June
      2, 2009





FOR VALUE
RECEIVED, EGPI Firecreek, Inc., a Nevada corporation, and all of its
subsidiaries (the “Company”) (OTC BB: EGPI) hereby promises to pay to the order
ofDUTCHESS PRIVATE EQUITIES
FUND, LTD.(collectively, the “Holder”) by the Maturity Date, or earlier,
the Face Amount of Forty-Seven Thousand five hundred sixty-four dollars 78/100
($47,564.78) U.S., (this "Note") in such amounts, at such times and on such
terms and conditions as are specified herein (sometimes hereinafter 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 this Note (referred to as a
"Payment," or "Payments") 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 January 2, 2009 and each
subsequent Payment will be made on the first business day of each month
("Payment Date" or "Payment 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 and from time to time
without penalty and upon the Maturity Date.





Section
1.2                       The
Company shall pay interest (“Interest”) at the
rate of twelve percent (12%) per annum, compounded daily, 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 Interest Payment until such time as the current Interest Payment
is due and payable.





Article
2             Intentionally
Omitted.





Article
3             Unpaid
Amounts





Section
3.1                       In
the event that on the Maturity Date 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 month paid, pro rata for
partial periods, compounded daily, as liquidated damages ("Liquidated
Damages").  If a Residual Amount remains, the Company is in Default
and the Holder may elect remedies as set forth in Article 4,
below.  The Parties acknowledge that Liquidated Damages are not
interest and should not constitute a penalty.





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Article
4             Defaults
and Remedies





Section
4.1                       
Events of Default.An
“Event of Default” occurs if any one of the following occur:





(a)                      The
Company does not make a Payment within three (3) business days of (i) a Payment
Date;  or, (ii) any amounts on the Note exist on the Maturity Date;
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 sixty (60) 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 ten (10) business days.





As used
in this Section 4.1, 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
4.2                        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%) as Liquidated
Damages, compounded daily.  The Parties acknowledge that Liquidated
Damages are not interest under the terms of this Agreement, and shall not
constitute a penalty.





In the event of a Default hereunder,
the Holder, at its sole election, shall have the right, but not the obligation,
to either:





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a) Switch the Residual Amount to a
three-year (“Convertible Maturity Date”), eighteen percent (18%) interest
bearing convertible debenture at the terms described hereinafter (the
"Convertible Debenture"). In the Event of Default, the Convertible Debenture
shall be considered closed (“Convertible Closing Date”), as of the date of the
Event of Default.  If the Holder chooses to convert the Residual
Amount to a Convertible Debenture, the Company shall have twenty (20) business
days after notice of default from the Holder (the "Notice of Convertible
Debenture") to file a registration statement covering an amount of shares equal
to three hundred percent (300%) of the Residual Amount. The Company shall use
all commercially reasonable best efforts to have such registration statement
declared effective under the Securities Act of 1933, as amended (the “Securities
Act”), by the Securities and Exchange Commission (the “Commission”) within sixty
(60) business days of the Convertible Closing Date.   In the
event the Company does not file such registration statement within twenty (20)
business days of the Holder's request, or such registration statement is not
declared by the Commission to be effective under the Securities Act within the
time period described above, or such time as mutually agreed to, in writing, by
the Company and Holder, for an extension beyond such time period described
above, the Residual Amount shall increase by one thousand dollars ($1000.00) per
day.  In the event the Company is given the option for accelerated
effectiveness of the registration statement, the Company will cause such
registration statement to be declared effective as soon as reasonably
practicable and will not take any action to delay the registration to become
effective.  In the event that the Company is given the option for
accelerated effectiveness of the registration statement, but chooses not to
cause such registration statement to be declared effective on such accelerated
basis, the Residual Amount shall increase by one thousand dollars ($1000.00) per
day commencing on the earliest date as of which such registration statement
would have been declared to be effective if subject to accelerated
effectiveness; or





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








Section
4.4                      
Conversion Privilege





(a)   The Holder shall have
the right to convert the Convertible Debenture into shares of Common Stock at
any time following the Convertible Closing Date and before the close of business
on the Convertible Maturity Date.  The number of shares of Common
Stock issuable upon the conversion of the Convertible Debenture shall be
determined pursuant to Section 4.4, but the number of shares issuable shall be
rounded up to the nearest whole share.





(b)   The Holder may
convert the Convertible Debenture in whole or in part, at any time and from time
to time.





(c)   In the event all or
any portion of the Convertible Debenture remains outstanding on the Convertible
Maturity Date (the "Debenture Residual Amount"), the unconverted portion of such
Convertible Debenture will automatically be converted into shares of Common
Stock on such date in the manner set forth in Section 4.4.





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Section
4.5                       
Conversion Procedure.





(a)                     
The Holder may elect to convert the Residual Amount in whole or in part any time
and from time to time following the Convertible Closing Date.  Such
conversion shall be effectuated by providing the Company, or its attorney, with
that portion of the Convertible Debenture to be converted together with a
facsimile or electronic mail of the signed notice of conversion (the "Notice of
Conversion").   The date on which the Notice of Conversion is
effective (“Conversion Date”) shall be deemed to be the date on which the Holder
has delivered to the Company a facsimile or electronically mailed the Notice of
Conversion.  The Holder can elect to either reissue the Convertible
Debenture, or continually convert the existing Debenture.  Any Notice
of Conversion faxed or electronically mailed by the Holder to the Company on a
particular day shall be deemed to have been received no later than the previous
business day (receipt being via a confirmation of the time such facsimile or
electronic mail to the Company is received).





(b)                     
Common Stock to be Issued.Upon the conversion of any Convertible Debentures by the Holder, the
Company shall instruct its transfer agent to issue stock certificates without
restrictive legends or stop transfer instructions, if, at that time, the
aforementioned registration statement described in Section 4.2 has been declared
effective (or with proper restrictive legends if the registration statement has
not as yet been declared effective), in specified denominations representing the
number of shares of Common Stock issuable upon such
conversion.   In the event that the Debenture is deemed saleable
under Rule 144 of the Securities Exchange Act of 1933, the Company shall, upon a
Notice of Conversion, instruct the transfer agent to issue free trading
certificates without restrictive legends, subject to other applicable securities
laws.  The Company is responsible to for all costs associated with the
issuance of the shares, including but not limited to the opinion letter, FedEx
of the certificates and any other costs that arise. The Company shall act as
registrar of the Shares of Common Stock to be issued and shall maintain an
appropriate ledger containing the necessary information with respect to each
Convertible Debenture. The Company warrants that no instructions have been given
or will be given to the transfer agent which limit, or otherwise prevent resale
and that the Common Stock shall otherwise be freely resold, except as may be set
forth herein or subject to applicable law.





(c)                      Conversion
Rate.  The Holder is entitled to convertthe Debenture Residual
Amount, plus accrued interest and penalties, anytime following the Convertible
Closing Date, at the lesser of either (i) seventy five percent (75%) of the
lowest closing bid price during the fifteen (15) trading days immediately
preceding the Notice of Conversion, or (ii) 100% of the lowest bid price for the
twenty (20) trading days immediately preceding the Convertible Closing Date
(“Fixed Conversion Price”).   No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares issuable shall be rounded up to the nearest whole share.





(d)                      Nothing
contained in the Convertible Debenture shall be deemed to establish or require
the Company to pay interest to the Holder at a rate in excess of the maximum
rate permitted by applicable law.  In the event that the rate of
interest required to be paid exceeds the maximum rate permitted by governing
law, the rate of interest required to be paid thereunder shall be automatically
reduced to the maximum rate permitted under the governing law and such excess
shall be returned with reasonable promptness by the Holder to the Company. In
the event this Section 4.4(d) applies, the Parties agree that the terms of this
Note shall remain in full force and effect except as is necessary to make the
interest rate comply with applicable law.





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(e)                      It
shall be the Company’s responsibility to take all necessary actions and to bear
all such costs to issue the Common Stock as provided herein, including the
responsibility and cost for delivery of an opinion letter to the transfer agent,
if so required. The Holder shall be treated as a shareholder of record on the
date the Company is required to issue the Common Stock to the Holder. If prior
to the issuance of stock certificates, the Holder designates another person as
the entity in the name of which the stock certificates requesting the
Convertible Debenture are to be issued, the Holder shall provide to the Company
evidence that either no tax shall be due and payable as a result of such
transfer or that the applicable tax has been paid by the Holder or such person.
If the Holder converts any part of the Convertible Debentures, or will be, the
Company shall issue to the Holder a new Convertible Debenture equal to the
unconverted amount, immediately upon request by the Holder.





(f)                      Within
three (3) business days after receipt of the documentation referred to in this
Section, the Company shall deliver a certificate, for the number of shares of
Common Stock issuable upon the conversion.  In the event the Company
does not make delivery of the Common Stock as instructed by Holder within three
(3) business days after the Conversion Date, the Company shall pay to the Holder
an additional one percent (1%) per day in cash of the full dollar value of the
Debenture Residual Amount then remaining after conversion, compounded
daily.





(g)                      The
Company shall at all times reserve (or make alternative written arrangements for
reservation or contribution of shares) and have available all Common Stock
necessary to meet conversion of the Convertible Debentures  by the
Holder of the entire amount of Convertible Debentures then outstanding. If, at
any time, the Holder submits a Notice of Conversion and the Company does not
have sufficient authorized but unissued shares of Common Stock (or alternative
shares of Common Stock as may be contributed by stockholders of the Company)
available to effect, in full, a conversion of the Convertible Debentures (a
“Conversion Default,” the date of such default being referred to herein as the
“Conversion Default Date”), the Company shall issue to the Holder all of the
shares of Common Stock which are available.  Any Convertible
Debentures, or any portion thereof, which cannot be converted due to the
Compnay's lack of sufficient authorized common stock (the “Unconverted
Debentures”), may be deemed null and void upon written notice sent by the Holder
to the Company.  The Company shall provide notice of such Conversion
Default (“Notice of Conversion Default”) to the Holder, by facsimile, within one
(1) business days of such default.





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(h)                      The
Company agrees to pay the Holder payments for a Conversion Default (“Conversion
Default Payments”) in the amount of (N/365) multiplied by .24 multiplied by the
initial issuance price of the outstanding or tendered but not converted
Convertible Debentures held by the Holder where N = the number of days from the
Conversion Default Date to the date (the “Authorization Date”) that the Company
authorizes a sufficient number of shares of Common Stock to effect conversion of
all remaining Convertible Debentures.  The Company shall send notice
(“Authorization Notice”) to the Holder that additional shares of Common Stock
have been authorized, the Authorization Date, and the amount of Holder’s accrued
Conversion Default Payments.  The accrued Conversion Default shall be
paid in cash or shall be convertible into Common Stock at the conversion rate
set forth in the first sentence of this paragraph, upon written notice sent by
the Holder to the Company, which Conversion Default shall be payable as
follows:  (i) in the event the Holder elects to take such payment in
cash, cash payment shall be made to the Holder  within five (5)
business days, or (ii) in the event Holder elects to take such payment in stock,
the Holder may convert at  the conversion rate set forth in the first
sentence of this paragraph until the expiration of the conversion
period.





(i)                       The
Company acknowledges that its failure to maintain a sufficient number of
authorized but unissued shares of Common Stock to effect in full a conversion of
the Convertible Debentures in full will cause the Holder to suffer irreparable
harm, and that the actual damages to the Holder will be difficult to
ascertain.  Accordingly, the parties agree that it is appropriate to
include in this Agreement 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 under the circumstances, do not constitute a
penalty.  The payment of liquidated damages shall not relieve the
Company from its obligations to deliver the Common Stock pursuant to the terms
of this Convertible Debenture.





(j)                       If,
by the third (3rd) business day after the Conversion Date, any portion of the
shares of the Convertible Debentures have not been delivered to the Holder and
the Holder purchases, in an open market transaction or otherwise, shares of
Common Stock (the "Covering Shares") necessary to make delivery of shares which
would had been delivered if the full amount of the shares to be converted had
been delivered to the Holder, then the Company shall pay to the Holder, in
addition to any other amounts due to Holder pursuant to this Convertible
Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as defined
below).  The "Buy In Adjustment Amount" is the amount equal to the
excess, if any, of (x) the Holder's total purchase price (including brokerage
commissions, if any) for the Covering Shares minus (y) the net proceeds (after
brokerage commissions, if any) received by the Holder from the sale of the Sold
Shares.  The Company shall pay the Buy-In Adjustment Amount to the
Holder in immediately available funds within five (5) business days of written
demand by the Holder.  By way of illustration and not in limitation of
the foregoing, if the Holder purchases shares of Common Stock having a total
purchase price (including brokerage commissions) of $11,000 to cover a Buy-In
with respect to shares of Common Stock it sold for net proceeds of $10,000, the
Buy-In Adjustment Amount which the Company will be required to pay to the Holder
will be $1,000.





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Article 5 Additional
Financing





Section
5.1                       If,
at any time, while this Note is outstanding, the Company issues or agrees to
issue to any entity or person ("Third Party") for any reason whatsoever, any
common stock or securities convertible into or exercisable for shares of common
stock (or modify any such terms in effect prior to the execution of this Note)
(a "Third Party Financing"), at terms deemed by the Holder to be more favorable
to the Third Party, then the Company grants to the Holder the right, at the
Holder's election, to modify the terms of this Note to match or conform to the
more favorable term or terms of the Third Party Financing.  The rights
of the Holder in this Section 5.3 are in addition to all other rights the Holder
has pursuant to this Note and the Security Agreement between the Holder and the
Company.





Article 6 Notice.





Section
6.1                       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





If to the
Holder:





Dutchess
Capital Management, LLC


Douglas
Leighton


50
Commonwealth Ave, Suite 2


Boston,
MA  02116


(617)
301-4700


(617)
249-0947





Section
6.2                       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.





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Article 7 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 8 Assignability





This Note and the obligations
hereunder may be assigned to any subsidiaries the Comopany may have including
Firecreek Petroleum, Inc.





Article 9 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.  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
10          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 Commonwealth of Massachusetts
applicable to agreements that are negotiated, executed, delivered and performed
solely in the Commonwealth of Massachusetts.





Article
11          Disputes
Subject to Arbitration





The parties to this Note will submit
all disputes arising under it to arbitration in Boston, Massachusetts 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 Commonwealth of
Massachusetts.  No party to this agreement will challenge the
jurisdiction or venue provisions as provided in this section.  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.





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Article
12          Conditions
to Closing





The Company shall have delivered the
Settlement and Release Agreement dated November 28, 2008 before Closing of this
Note.





Article
13          Intentionally
Omitted.





Article
14          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 and all of its shareholders, officers,
directors, employees, 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
15          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.




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Article
16          Miscellaneous





Section
16.1                     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
16.2                     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 (except
the filing of a registration statement)  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. The
Company is not, and will not be, in violation of the listing requirements of the
Principal Market as in effect on the date hereof and on each of the Closing
Dates and is not aware of any facts which would lead to delisting of the Common
Stock by the Principal Market.





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Section
16.3                     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
16.4                     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 to issue this Note and Incentive Shares in
accordance with the terms hereof and thereof, (ii) the execution and delivery of
this Note by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation the reservation
for issuance of shares pursuant to this Note, have been duly and validly
authorized by the Company's Board of Directors 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
16.5                     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
16.6                      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.





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Section
16.7                     The
Company acknowledges that its failure to timely meet any of its obligations
hereunder, including, but without limitation, its obligations to make Payments,
deliver shares and, as necessary, to register and maintain sufficient number of
Shares, 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 to deliver the Common Stock pursuant to the terms
of this Note.





Section
16.8                      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.





Any misrepresentations 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 under Article 4 of this
Agreement.





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





EGPI
      FIRECREEK, INC.ByName:
                  Dennis
      R. AlexanderTitle:
                  Chief
      Executive OfficerDUTCHESS
      PRIVATE EQUITIES FUND, LTD.By:Name:
                  Douglas
      H. LeightonTitle:
                  Director





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