EGPI FIRECREEK, INC. - FORM 8-K - EX-10.1

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8-K - EGPI FIRECREEK, INC.	v188403_8k.htm

STOCK PURCHASE AGREEMENT

By and Among

DAVID TAYLOR,

WILLOIL CONSULTING LLC.,

UFS, INC.,

CHANWEST RESOURCES, INC.,

a Texas corporation

and

EGPI FIRECREEK, INC.,

a Nevada corporation

REGARDING ALL OF THE ISSUED AND OUTSTANDING STOCK OF

CHANWEST RESOURCES, INC.,

a Texas corporation

TABLE OF CONTENTS

		Page

ARTICLE 1 PURCHASE OF STOCK AND PURCHASE PRICE			1
1.1	PURCHASE AND SALE		1
1.2	PURCHASE PRICE		1
1.3	DEPOSIT		2
1.4	EMPLOYEE BONUS POOL		2

ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE CORPORATION			3
2.1	CORPORATE ORGANIZATION		3
2.2	SUBSIDIARIES AND AFFILIATES		3
2.3	CAPITAL STOCK		3
2.4	CORPORATE RECORDS		3
2.5	AUTHORIZATION		3
2.6	NO VIOLATION		4
2.7	FINANCIAL STATEMENTS		4
2.8	EMPLOYEES		5
2.9	ABSENCE OF CERTAIN CHANGES		5
2.10	CONTRACTS		5-6
2.11	BROKERAGE		7
2.12	TITLE AND RELATED MATTERS		7
2.13	LITIGATION		7
2.14	TAX MATTERS		7-8
2.15	COMPLIANCE WITH LAW AND APPLICABLE GOVERNMENT		9
2.16	ERISA AND RELATED MATTERS		9
2.17	BANKS, BROKERS AND PROXIES		10
2.18	INTELLECTUAL PROPERTY		10
2.19	DEALINGS WITH AFFILIATES		10
2.20	INSURANCE		10

ARTICLE 3 [INTENTIONALLY LEFT BLANK]			11

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			11
4.1	CORPORATE ORGANIZATION		11
4.2	CAPITAL STOCK		11
4.3	AUTHORIZATION		11
4.4	NO VIOLATION		12
4.5	FINANCIAL STATEMENTS		12
4.6	BROKERAGE		12
4.7	INVESTMENT INTENT		13
4.8	DISCLOSURE		13

ARTICLE 5 COVENANTS OF THE PURCHASER		13
5.1	CONSENTS	13
5.2	BREACH OF AGREEMENT	13
5.3	CONFIDENTIALITY	13

ARTICLE 6 OTHER AGREEMENTS		13
6.1	TAX RETURNS	13
6.2	AUDITS	14
6.3	EMPLOYMENT AGREEMENT	14
6.4	FURTHER ASSURANCES	14
6.5	NO SOLICITATION OR NEGOTIATION	15

ARTICLE 7 CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER		15
7.1	REPRESENTATIONS AND WARRANTIES; PERFORMANCE	15
7.2	CONSENTS AND APPROVALS	15
7.3	NO MATERIAL ADVERSE CHANGE	16
7.4	NO PROCEEDING OR LITIGATION	16
7.5	PROCEEDINGS AND DOCUMENTS	16
7.6	SECRETARY’S CERTIFICATE	16
7.7	EMPLOYMENT AGREEMENT	16
7.8	OTHER DOCUMENTS	16

ARTICLE 8 CONDITIONS TO THE OBLIGATIONS OF THE SELLERS AND THE CORPORATION		16
8.1	REPRESENTATIONS AND WARRANTIES; PERFORMANCE	16
8.2	CONSENTS AND APPROVALS	17
8.3	NO PROCEEDING OR LITIGATION	17
8.4	FULL PAYMENT TO SELLERS	17
8.7	PROCEEDINGS AND DOCUMENTS	17
8.8	SECRETARY’S CERTIFICATE	17
8.9	CERTIFICATE OF GOOD STANDING	17
8.1	OTHER DOCUMENTS	17

ARTICLE 9 CLOSING		18
9.1	CLOSING	18
9.2	INTERVENING LITIGATION	18

ARTICLE 10 TERMINATION PRIOR TO CLOSING		18
10.1	METHODS OF TERMINATION	18
10.2	TERMINATION OF OBLIGATIONS	19

ARTICLE 11 INDEMNIFICATION		19
11.1	THE SELLERS’ AGREEMENT TO INDEMNIFY	19
11.2	THE PURCHASER’S AGREEMENT TO INDEMNIFY	19
11.3	LIMITATIONS ON INDEMNIFICATION	20
11.4	THIRD PARTY INDEMNIFICATION	20
11.5	SURVIVAL; TIME TO ASSERT CLAIMS	21

11.6	INDEMNIFICATION; SOLE REMEDY	21

ARTICLE 12 MISCELLANEOUS PROVISIONS		22
12.1	AMENDMENT AND MODIFICATION	22
12.2	ENTIRE AGREEMENT	22
12.3	CERTAIN DEFINITIONS	22-23-24
12.4	NOTICES	24
12.5	ASSIGNMENT	25
12.6	GOVERNING LAW	26
12.7	DISPUTE RESOLUTION	26
12.8	COUNTERPARTS	26
12.9	HEADINGS	26
12.10	BINDING EFFECT
12.11	DELAYS OR OMISSIONS
12.12	SEVERABILITY
12.13	EXPENSES

iii

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “AGREEMENT”), dated June 1, 2010, by and among EGPI FIRECREEK, INC., a Nevada corporation, located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 (the “PURCHASER”), DAVID TAYLOR, a Louisiana resident (“DAVID”), WILLOIL CONSULTING, LLC, a Louisiana corporation, located at 2061 North Cross Drive, Shreveport Louisiana, 71061 (“WILLOIL”) and together with UFS, INC., a New York corporation, located at 80 Orville drive, Ste 100, Bohemia, New York 11716 (“UFS”) hereinafter sometimes referred to individually as a “SELLER” and collectively as, the “SELLERS”), CHANWEST RESOURCES, INC., a Texas corporation, located at 8411 Sterling St. Ste 102, Irving Texas 75016 (the “CORPORATION” or “CHANWEST”), (the Sellers, the Purchaser, and the Corporation collectively referred to herein as the “PARTIES”).RECITALS

WHEREAS, the Sellers own all of the issued and outstanding common stock of the Corporation;

WHEREAS, the Sellers desire to sell all of their interests in the Corporation to the Purchaser and the Purchaser desires to purchase all of such interests from the Sellers;

WHEREAS, to induce each other to enter into this Agreement, the Parties have agreed to execute, deliver and perform certain obligations under this Agreement and the other related agreements to which they are parties;

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

PURCHASE OF STOCK AND PURCHASE PRICE

1.1 PURCHASE AND SALE. Subject to the terms and conditions of this Agreement, the Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers, all of the issued and outstanding shares of capital stock of the Corporation (the “SHARES”).

1.2 PURCHASE PRICE.

1.2.1 The Purchaser agrees to pay to the SELLERS aggregate consideration of $95,000 (the “PURCHASE PRICE”) by issuance and delivery Purchasers restricted common stock in exchange for all of stock (100%) in CHANWEST.

1.2.2 The Purchaser agrees to pay to the Sellers aggregate consideration delivery of:

(a) 22,946,859 shares of the Company’s common stock issued to the Sellers pro rata based on their ownership in CHANWEST representing $95,000 in value ("STOCK CONSIDERATION").

(b) Of the shares to be issued to Sellers by the Company pursuant to Section 1.2.2 (a) above, ten percent (10%), or 2,294,686 shares shall be held back and not issued for a period of one hundred twenty (120) days from Closing (the “holdback period”) and shall thereafter be issued to Seller subject to the following conditions having been met within the holdback period.

i.) The generation of gross revenues to CHANWEST of a minimum of $24,000 per week during the holdback period ($384,000 revenue target in total) with such revenues being derived from and produced by the activities of Mr. David Killian pursuant to the Employment Agreement described in Section 6.3 of this Agreement.

(c) Purchaser Stock Issued To The Sellers i) No fractional shares of Common Stock shall be issued to the Sellers hereunder, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share, ii) Shares of Common Stock, when issued and delivered to the Seller in accordance with the terms hereof, will be duly authorized, validly issued, fully-paid and non-assessable, iii) the stock certificates evidencing the Shares of Common Stock issued to Sellers will bear the following restrictive legend:

THIS SHARES OF STOCK EVIDENCED BY THIS STOCK CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

1.3 WORKING CAPITAL REQUIREMENT. The Purchaser shall further provide working capital in the amount of One Hundred Twenty Five Thousand $125,000 with $70,000 due upon execution of this Agreement and $55,000 due within 30 days thereof or as mutually agreeable in writing signed by the parties hereto.

1.4 EMPLOYEE BONUS POOL. A pool of shares of the Purchaser’s common stock, the amount to be agreed upon by both the Purchaser and Seller but not to exceed 500,000 shares or more than .5% (one half of one percent) of the Purchasers stock, whichever is lesser, shall be made available for distribution to employees of the Corporation at the first anniversary of the Closing in an incentive stock option plan for the benefit of certain employees of the Companies designated by the Sellers, with an exercise price not to exceed one hundred and ten percent market price on date of issuance. The pool of shares will be determined to be available based on the Corporations ability to earn a minimum of $300,000 before interest, taxes, depreciation and amortization.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

AND THE CORPORATION

The Sellers and the Corporation, to the best of their knowledge, hereby represent and warrant to the Purchaser as of the date hereof and in all material respects as of the Closing Date that:

2.1 CORPORATE ORGANIZATION. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas with full corporate power and authority to carry on its business as it is now being conducted and proposed to be conducted, and to own, operate and lease its properties and assets. The Corporation is duly qualified or licensed to do business in good standing in each of the jurisdictions listed on SCHEDULE 2.1 hereto.

2.2 SUBSIDIARIES AND AFFILIATES. Other than as set forth on SCHEDULE 2.2, the Corporation has no Subsidiaries.

2.3 CAPITAL STOCK. The entire authorized capital stock of the Corporation consists of One Hundred Thousand (100,000) shares of common stock with no par value per share, of which One Thousand (1,000) shares are issued and outstanding, and all of which are owned by the Sellers. All issued and outstanding shares having been validly issued and are fully paid and non-assessable, with no personal liability or preemptive rights attaching to the ownership thereof. Except as set forth on SCHEDULE 2.3, no instruments or securities of any kind exist which are convertible into additional shares of the capital stock of the Corporation, nor do any outstanding options, warrants, rights, calls, commitments, plans, or other arrangements or agreements of any character exist providing for the purchase or issuance of any additional shares of the Corporation.

2.4 CORPORATE RECORDS. The minutes of the directors and shareholders of the Corporation made available to the Purchaser are correct and complete in all material respects.

2.5 AUTHORIZATION. The Sellers have full power and authority to enter into this Agreement and the agreements contemplated hereby and to deliver the Shares and the certificates evidencing such Shares to the Purchaser as provided for herein, free and clear of all Liens. The execution, delivery and performance of this agreement and all other agreements and transactions contemplated hereby have been duly authorized by the directors and shareholders of the Corporation and no other corporate proceedings on its part are necessary to authorize this Agreement and the transactions contemplated hereby.

2.6 NO VIOLATION. Other than as set forth in SCHEDULE 2.6, the execution and delivery by the Sellers and the Corporation of this Agreement, and all other agreements contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers and the Corporation do not and will not (a) conflict with or result in a material breach of the material terms, conditions or provisions of or constitute a material default or event of default under (with due notice, lapse of time or both) of any material contract to which either the Corporation or the Sellers is a party; (b) or result in the creation of any Lien upon any of the Sellers’ assets or the Corporation’s capital stock or assets; (c) give any third party the right to accelerate any material obligations of either the Sellers or the Corporation; (d) result in a violation of or require any authorization, consent, approval, exemption or other action by or notice to any court or Authority pursuant to, the charter or bylaws of the Corporation, or any Regulation, Order or Contract to which the Sellers, the Corporation or their respective properties are subject, except where such breach, default, Lien, acceleration, violation or required action would not have a Material Adverse Effect. The Sellers will materially comply with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

2.7 FINANCIAL STATEMENTS. Unaudited year-end balance sheets and statements of operations of the Corporation as of December 31, 2009, and December 31, 2008 (if available), and unaudited balance sheets for the period commencing January 1, 2009 and ending March 31, 2010 (the “FINANCIAL STATEMENT DATE”) and unaudited statements of operations for the three (3) month period then ended (collectively, the “FINANCIAL STATEMENTS”) have or will be delivered to the Purchaser with sufficient time to review and verify the financial reports, and will be then attached to SCHEDULE 2.7. Except as set forth on SCHEDULE 2.7 or in the notes or Schedules to the Financial Statements, such balance sheets and the notes thereto fairly present, in all material respects, the financial position of the Corporation as at the respective dates thereof, and such Financial Statements (a) fairly present, in all material respects, the results of operations for the periods therein referred to, and Sellers are not aware of any material modifications that should be made to the Financial Statements in order for such statements to be in conformity with GAAP (except as stated therein or in the notes thereto) applied on a consistent basis; (b) fairly present, in all material respects, the financial condition of the Corporation at the respective date of, and for the period covered by such statements; and (c) are in accordance, in all material respects, with the required or permitted statutory accounting requirements or practices applied on in accordance with the accounting policies historically followed by the Corporation under the laws of the State of Texas. Since the Financial Statement Date, no change has occurred in the condition of the Corporation as shown in the Financial Statements which has or could reasonably be expected to have a Material Adverse Effect.

2.8 EMPLOYEES. SCHEDULE 2.8 lists all employees of the Corporation whose annual base salary is at or exceeds $100,000 per year. The Corporation has been since its inception, and currently is, in material compliance with all Federal, State and local Regulations or Orders affecting employment and employment practices of such Corporation (including those Regulations promulgated by the Equal Employment Opportunity Commission), including terms and conditions of employment and wages and hours. At the Closing, the Corporation will have no obligation to make any payment to any of past or present employees, officers or directors or independent contractors except as to those individuals described in SCHEDULE 2.8, other than compensation paid in the ordinary course of business which shall be fully paid current up to and including the last payroll period prior to Closing.

2.9 ABSENCE OF CERTAIN CHANGES. Since the Financial Statement Date, there has not been (a) any Material Adverse Change; (b) any damage, destruction or loss, whether covered by insurance or not, having a Material Adverse Effect, with regard to the Corporation’s properties and businesses; (c) any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) in respect of the Corporation’s capital stock, or any redemption or other acquisition of such stock by the Corporation; (d) any material increase in the compensation payable to or to become payable by the Corporation to its officers or employees or any adoption of or increase in any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such officers or employees or any Affiliate of the Corporation; (e) any entry into any material Contract not in the ordinary course of business, including without limitation any borrowing or capital expenditure; or (f) any change by the Corporation in accounting methods or principles, except as listed in SCHEDULE 2.9.

2.10 CONTRACTS AND LIABILITIES.

2.10.1 Except as contemplated by this Agreement or as set forth on SCHEDULES 2.10.1 (a), (c), (f) and (i)-(n) hereto, as of the Closing Date, the Corporation is not a party to any written or oral:

(a) pension, profit sharing, stock options, employee stock purchase or other plan providing for deferred or other compensation to employees or any other employee benefit plan, or any Contract with any labor union, except as listed in SCHEDULE 2.10.1 (a);

(b) Contract for the employment of any officer, individual employee or other person on a full-time, part-time, consulting or other basis or Contract relating to loans to officers, directors or Affiliates;

(c) Contract relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any asset owned by the Corporation;

(d) Guarantee of any obligation;

(e) Contract under which the Corporation has advanced or loaned any Person money;

(f) Contract under which the Corporation is lessee of or holds or operates any property, real or personal, owned by any other party, other than equipment leases entered into in the ordinary course of business;

(g) Contract under which the Corporation is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Corporation;

(h) Other than disclosed herein, a contract or group of related Contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $50,000 in the aggregate, excluding any purchase orders in the ordinary course of business;

(i) assignment, license, indemnification or Contract with respect to any intangible property (including, without limitation, any Proprietary Rights), other than software licenses in the ordinary course of business;

(j) Contract under which it has granted any Person any registration rights (including piggyback rights) with respect to any securities;

(k) Contract prohibiting it from freely engaging in any business or competing anywhere in the present geographic location;

(l) Contract for the purchase, acquisition or supply of property and assets, whether for resale or otherwise, other than purchase orders or value-added reseller agreements entered into in the ordinary course of business;

(m) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations; or

(n) any other contract which is material to its operations and business prospects or involves a consideration in excess of $50,000 annually, excluding any purchase orders in the ordinary course of business.

2.10.2 The Corporation has performed in all material respects all material obligations required to be performed by it and is not in default in any material respect under or in material breach of nor in receipt of any claim of material default or breach under any Contract to which the Corporation is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance under any Contract to which the Corporation is subject; the Corporation has no present expectation or intention of not fully performing all of its material contractual obligations; and the Corporation has no knowledge of any material breach or anticipated breach by the other parties to any Contract to which it is a party.

2.11 BROKERAGE. No broker, agent or finder has rendered services to the Sellers or the Corporation in connection with the transactions contemplated under this Agreement.

2.12 TITLE AND RELATED MATTERS, PROPERTIES AND ASSETS. Except as set forth in SCHEDULE 2.13 hereto, the Corporation has good and marketable title to all of the properties and assets reflected in the Financial Statements (except for properties and assets sold since the Financial Statement Date in the ordinary course of business), free and clear of all Liens, except (a) statutory Liens not yet delinquent; (b) such imperfections or irregularities of title, Liens, easements, charges or encumbrances as do not detract from or interfere with the present use of the properties or assets subject thereto or affected thereby, otherwise impair present business operations at such properties; or do not detract from the value of such properties and assets, taken as a whole; or (c) Liens reflected in the Financial Statements or the notes thereto.

2.13 LITIGATION. There is no Claim pending or threatened against the Corporation which, if adversely determined, would have a Material Adverse Effect, nor is there any Order outstanding against the Corporation which has, or could reasonably be expected to have, a Material Adverse Effect, except as listed in SCHEDULE 2.14.

2.14 TAX MATTERS.

2.14.1 The Corporation has filed all federal, tax reports, returns, information returns and other documents that the Corporation reasonably believed were required to be filed and has filed state and local tax reports, returns, information returns in the jurisdictions listed on SCHEDULE 2.15.1 (collectively the “TAX RETURNS”) that the Corporation reasonably believed were required to be filed and has duly paid or accrued on the Financial Statements all relevant taxes, including without limitation income, premium, gross receipts, net proceeds, alternative or add-on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), stamp, leasing, lease, user, excise, duty, franchise, transfer, license, withholding, payroll, employment, fuel, excess profits, occupational and interest equalization, windfall profits, severance and other charges (including interest and penalties) (collectively, the “TAXES”) due, claimed to be due or which the Corporation reasonably believes may be due by federal, state, or local authorities (collectively, the “TAXING AUTHORITIES”). All Taxes which the Corporation reasonably believed are required or anticipated to be paid for all periods prior to and including the Closing Date have been paid or fully reserved against in accordance with the Corporation’s method of accounting, except as provided in SCHEDULE 2.14.1(a) hereto. All Taxes which the Corporation reasonably believed are required to be withheld or collected by the Corporation have been duly withheld or collected and, to the extent reasonably believed required, have been paid to the proper Taxing Authority or properly segregated or deposited as required by applicable laws. There are no Liens for Taxes upon any property or assets of the Corporation except for liens for Taxes not yet due and payable. The Corporation has not executed a waiver of the statute of limitations on the right of the Internal Revenue Service or any other Taxing Authority to assess additional Taxes or to contest the income or loss with respect to any Tax Return. The basis of any depreciable assets, and the methods used in determining allowable depreciation (including cost recovery), of the Corporation is reasonable and is not in material violation of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “CODE”).

2.14.2 No issues have been raised that are currently pending by any Taxing Authority in connection with any Tax Returns. No material issues have been raised in any examination by any Taxing Authority with respect to the Corporation which, by application of similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined. There are no unresolved issues or unpaid deficiencies relating to such examinations.

2.14.3 The Corporation is not subject to any joint venture, partnership or other arrangement or Contract which is treated as a partnership for federal income tax purposes. The Corporation is not a party to any tax sharing agreement.

2.14.4 The Corporation is not a “consenting corporation” within the meaning of Section 341(f)(1) of the Code, or comparable provisions of any state statutes, and none of the assets of the Corporation is subject to an election under Section 341(f) of the Code or comparable provisions of any state statutes.

2.14.5 The Corporation is not and will not be required to recognize after the Closing Date any taxable income in respect of accounting method adjustments required to be made under the Tax Reform Act of 1986 or the Revenue Act of 1987.

2.14.6 None of the assets of the Corporation constitutes tax-exempt bond financed property or tax-exempt use property within the meaning of Section 168 of the Code, and none of the assets of the Corporation are subject to a lease, safe harbor lease or other arrangement as a result of which the Corporation is not treated as the owner for federal income tax purposes.

2.14.7 The Corporation has not made or become obligated to make, and will as a result of any event connected with the Closing become obligated to make, any “excess parachute payment” as defined in Section 280G of the Code (without regard to subsection (b)(4) thereof).

2.14.8 Tax Sharing Agreements. The Corporation is not a party to any Tax Sharing Agreement.

2.14.9 Returns and Reports. The Corporation shall file all Tax Returns and reports with respect to Taxes which are required to be filed on or before the Closing Date for Tax periods ending on or before the Closing Date (a “PRE-CLOSING TAX RETURN”) and shall pay all amounts shown to be due on such Pre-Closing Tax Returns to the appropriate taxing authority.

2.14.10 Tax Books and Records. The Purchaser and the Sellers shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access of books and records) and assistance relating to the Corporation as is reasonably necessary for the filing of any return or report, for the preparation for any audit, and for the prosecution or defense of any claim relating to any proposed adjustment or refund Claim.

2.15 COMPLIANCE WITH LAW AND APPLICABLE GOVERNMENT. The Corporation is presently in material compliance in respect of its operations, practices, real property, plants, structures, and other property, and all other aspects of its business, with all applicable and material Regulations and Orders, including, but not limited to, all material Regulations relating to the safe conduct of business, environmental protection, quality and labeling, antitrust, Taxes, consumer protection, equal opportunity, discrimination, health, sanitation, fire, zoning, building and occupational safety except where such failure or failures would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. There are no Claims pending or threatened against the Corporation, nor has the Corporation received any written notice, regarding any violations of any Regulations and Orders enforced by any Authority claiming jurisdiction over the Corporation including any requirement of OSHA or any pollution and environmental control agency (including air and water).

2.16 ERISA AND RELATED MATTERS. Except as set forth on SCHEDULE 2.16 hereto, the Corporation is not a party to or participates in or have any liability or contingent liability with respect to:

2.16.1 any “employee welfare benefit plan,” “employee pension benefit plan” or “multiemployer plan” (as those terms are respectively defined in Sections 3(1), 3(2) and 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”));

2.16.2 any retirement or deferred compensation plan, incentive compensation plan, stock plan, unemployment compensation plan, vacation pay, severance pay, bonus or benefit arrangement, insurance or hospitalization program or any other fringe benefit arrangements (referred to collectively hereinafter as “fringe benefit arrangements”) for any employee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, which does not constitute an “employee benefit plan” (as defined in Section 3(3) of ERISA); or

2.16.3 any employment agreement not terminable on thirty (30) days’ or less written notice, without further liability.

2.17 BANKS, BROKERS AND PROXIES. SCHEDULE 2.17 hereto sets forth (a) the name of each bank, trust company, securities or other broker or other financial institution with which the Corporation has an account, credit line or safe deposit box or vault, or otherwise maintains relations; (b) the name of each person authorized by the Corporation to draw thereon or to have access to any such safe deposit box or vault; (c) the purpose of each such account, safe deposit box or vault; and (d) the names of all persons authorized by proxies, powers of attorney or other instruments to act on behalf of the Corporation in matters concerning its business or affairs. All such accounts, credit lines, safe deposit boxes and vaults are maintained by the Corporation for normal business purposes, and no such proxies, powers of attorney or other like instruments are irrevocable. The account statements previously provided to the Purchaser are true and complete in all respects.

2.18 INTELLECTUAL PROPERTY.

2.18.1 The Corporation has no trade name, service mark, patent, copyright or trademark related to its business, except those which are set forth in SCHEDULE 2.18, which are all those necessary for the operation of its business as currently conducted.

2.18.2 The Corporation has the right to use each Proprietary Right listed on SCHEDULE 2.18. There are no Claims pending, or threatened, against the Corporation that its use of any of the Proprietary Rights listed on SCHEDULE 2.18 infringes the rights of any Person.

2.18.3 The Corporation is not a party in any capacity to any franchise, license or royalty agreement respecting any Proprietary Right.

2.19 DEALINGS WITH AFFILIATES. SCHEDULE 2.19 hereto sets forth a complete list, including the parties, of all oral or written agreements and arrangements to which the Corporation is, will be or has been a party, at any time from December 31, 2000 to the Closing Date, and to which any one or more Affiliates is also a party.

2.20 INSURANCE. The Corporation currently has, and through the Closing Date will have, insurance contracts or policies (the “POLICIES”) in full force and effect which provide for coverages in connection with the business of the Corporation. SCHEDULE 2.20 hereto sets forth a summary of all insurance contracts or policies that relate to liability or excess liability insurance (collectively, the “LIABILITY POLICIES”) and all other Policies, including the name of the insurer, the types, dates and amounts of coverages and any material coverage exclusions. Except as set forth in SCHEDULE 2.20 hereto, all of the Policies and Liability Policies remain in full force and effect. The Corporation has not breached or otherwise failed to perform, in any material respect, its obligations under any of the Policies or the Liability Policies nor have the Sellers or the Corporation received any adverse notice or communication from any of the insurers party to the Policies or the Liability Policies with respect to any such alleged breach or failure in connection with any of the Policies or the Liability Policies. All Policies are valid, outstanding, collectible and enforceable policies; and will not in any way be affected by, or terminate or lapse by reason of, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. The Corporation has never been refused any insurance with respect to the Corporation’s assets or operations, nor has coverage ever been limited by any insurance carrier to which the Corporation has applied for any Policy, or with which the Corporation has carried a Policy.

ARTICLE 3

[INTENTIONALLY LEFT BLANK]

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Sellers and the Corporation as follows as of the date hereof and as of the Closing Date, to the best of its knowledge:

4.1 CORPORATE ORGANIZATION. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation with full corporate power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets.

4.2 CAPITAL STOCK. As of May 15, 2010, the entire authorized capital stock of the Purchaser consists of one billion three hundred million (1,300,000,000) shares of Common Stock with $0.001 par value per share, of which 181,401,746 shares were issued and outstanding, twenty million (20,000,000) shares of Series A Preferred Stock of which none are issued and outstanding, twenty million (20,000,000) shares of Series B Preferred Stock of which none are issued and outstanding and twenty million (20,000,000) shares of Series C Preferred Stock, of which five thousand (5,000) shares are issued and outstanding. No additional shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock have been issued. All issued and outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock have been validly issued and are fully paid and non-assessable, with no personal liability or preemptive rights attaching to the ownership thereof. Except as set forth on SCHEDULE 4.2 or updated quarterly and annually by the Purchasers financial and annual reports, or its current Report(s) on Form 8-K, as filed by the Purchaser on EDGAR available online at http://www.sec.gov under the Purchasers search term EGPI Firecreek, no instruments or securities of any kind exist which are convertible into additional shares of the capital stock of the Corporation, nor do any outstanding options, warrants, rights, calls, commitments, plans or other arrangements or agreements of any character exist providing for the purchase or issuance of any additional shares of the Corporation.

4.3 AUTHORIZATION. The Purchaser has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The directors of the Purchaser have duly authorized the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and no other corporate proceedings on its part are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms.

4.4 NO VIOLATION. Other than as set forth in SCHEDULE 4.4, the execution and delivery by the Purchaser of this Agreement, and all other agreements contemplated hereby, and the fulfillment of and compliance with the respective terms hereof and thereof by the Purchaser do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of or constitute a default or event of default under (with due notice, lapse of time or both) of any contract to which the Purchaser is a party; (b) result in the creation of any Lien upon any of the Purchaser’s capital stock or assets; (c) give any third party the right to accelerate any obligations of the Purchaser; or (d) result in a violation of or require any authorization, consent, approval, exemption or other action by or notice to any court or Authority pursuant to, the charter or bylaws of the Purchaser, or any Regulation, Order or Contract to which the Purchaser or its properties are subject. The Purchaser will comply with all applicable Regulations and Orders in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

4.5 FINANCIAL STATEMENTS.

4.5.1 Audited year-end balance sheets and statements of operations, stockholders equity and cash flow of the Purchaser as of December 31, 2009 and December 31, 2008, (the “PURCHASER FINANCIAL STATEMENT DATE”) and unaudited statements of operations, stockholders equity and cash flow for the three (3) month period then ended (collectively, the PURCHASER FINANCIAL STATEMENTS”) have been delivered to the Sellers. Such balance sheets and the notes thereto fairly present the financial position of the Purchaser as at the respective dates thereof, and such statements of operations, stockholders equity and cash flow and the notes thereto (a) fairly present the results of operations for the periods therein referred to, all in accordance with GAAP (except as stated therein or in the notes thereto) applied on a consistent basis.

4.5.2 Except as set forth in SCHEDULE 4.5.2 hereto, the Purchaser does not have any Indebtedness, obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, known to the Purchaser, whether due or to become due) arising out of transactions entered into or Occurrences that occurred at or prior to the Closing Date, other than: (a) liabilities set forth in the Purchaser Financial Statements; and (b) liabilities and obligations which have arisen after the Purchaser Financial Statement Date in the ordinary course of business (none of which is a liability resulting from breach of Contract, breach of warranty, tort, infringement, Claim or lawsuit).

4.6 BROKERAGE. No broker, agent or finder has rendered services to the Purchaser in connection with the transactions contemplated under this Agreement except as listed in SCHEDULE 4.6.

4.7 INVESTMENT INTENT. The Purchaser is acquiring the Shares for its own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act.

4.8 DISCLOSURE. Neither this Agreement nor any of the exhibits, attachments, written statements, documents, certificates or other items prepared for or supplied to the Sellers or the Corporation by or on behalf of the Purchaser with respect to the transactions contemplated hereby contains any untrue statement of a material fact or omits a material fact necessary to make each statement contained herein or therein not misleading. There is no fact which the Purchaser has not disclosed to the Seller and the Corporation in writing and of which the Purchaser or its officers, directors or executive employees is aware and which could reasonably be anticipated to have a Material Adverse Effect.

ARTICLE 5

COVENANTS OF THE PURCHASER

The Purchaser hereby covenants and agrees with the Sellers that:

5.1 CONSENTS. The Purchaser shall use its best efforts to obtain on or prior to the Closing Date, all consents necessary to the consummation of the transactions contemplated hereby.

5.2 BREACH OF AGREEMENT. The Purchaser shall not take any action which, if taken prior to the Closing Date, would constitute a breach of this Agreement.

5.3 CONFIDENTIALITY. The Purchaser shall, and shall cause its principals, officers and other personnel and authorized representatives to, hold in confidence, and not disclose to any other party without the Seller’s prior consent, all information received by it from Kevin, Pamela or the Corporation’s officers, directors, employees, agents, counsel and auditors in connection with the transactions contemplated hereby except as may be required by applicable law or as otherwise contemplated herein.

ARTICLE 6

OTHER AGREEMENTS

As a condition to the Parties’ obligation to consummate the transactions contemplated hereby:

6.1 TAX RETURNS. The Sellers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns for the Corporation for all periods ending on or prior to the Closing Date, which are filed after the Closing Date. The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Corporation for tax periods which begin before the Closing Date and end after the Closing Date. The Purchasers, the Corporation and the Sellers shall cooperate fully, as and to the extent reasonably required by any of the other parties in connection with the filing of Tax Returns pursuant to this Section and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s reasonable request) the provisions of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.

6.2 AUDITS. The Purchaser will allow the Corporation and its counsel to participate in any audits of the Purchaser consolidated federal income Tax Returns to the extent that such returns relate to the Corporation. The Purchaser will not settle any such audit in a manner which would adversely affect the Corporation after the Closing Date without the prior written consent of Sellers, which consent shall not unreasonably be withheld.

6.3 EMPLOYMENT AGREEMENT. David Killian (an “OFFICER”) shall at the Closing, execute and deliver the Employment Agreement in the forms of EXHIBIT B hereto, respectively (the “EMPLOYMENT AGREEMENT”). The Employment Agreement shall include substantially the same economic conditions in regard to salary and bonuses as are being earned currently which is $10,000 per month. The full payment of all compensation payable to the Officer for the period of the Employment Agreement will be by CHANWEST and soley the responsibility of CHANWEST. The Officer would agree not to compete in any of the business lines currently engaged in at the closing date by the Corporation for a period of five (5) years following the Closing; provided, however, that the covenant not to compete shall terminate and would be of no further force or effect upon the occurrence of any of the following events following Closing: (a) the Officer’s employment is terminated by the Corporation or is terminated by the Officer for Good Reason (as such term is defined in the Employment Agreement) before the end of the term established, (b) one or more of Sellers are required to pay any of the Corporation’s obligations personally guaranteed by one or more Sellers (including but not limited to any Guarantees provided in connection with any bonding obtained by the Corporation, Guarantees of third-party loans, Guarantees of purchase orders, or Guarantees of corporate card obligations), or the Purchaser otherwise defaults on its obligations set forth in Section 1.6 of this Agreement, or (c) the Purchaser or the Corporation defaults on the payment of any amounts due to one or more Sellers or their Affiliates on or following Closing, including any amounts described in Section 1.2.2 of this Agreement, any amounts payable under the Employment Agreement described in this Section 6.3, or any amounts described under the Indemnification Agreement described in Section 6.6 of this Agreement.

6.4 FURTHER ASSURANCES. Subject to the terms and conditions of this Agreement, each of the Parties hereto shall use its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Regulations to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Closing Date the Purchaser shall consider or be advised that any further deeds, assignments or assurances in law or in any other things are necessary, desirable or proper to vest, perfect or confirm, of record or otherwise, in the Purchaser, the title to any property or rights of any of the Corporation acquired or to be acquired by reason of, or as a result of, the acquisition, the Seller agrees that the Seller and its proper officers shall execute and deliver all such proper deeds, assignments and assurances in law and do all things necessary, desirable or proper to vest, perfect or confirm title to such property or rights in the Corporation and otherwise to carry out the purpose of this Agreement.

6.5 NO SOLICITATION OR NEGOTIATION. Unless and until this Agreement is terminated, the Sellers and the Corporation shall not, and each shall use its best efforts to cause its directors, officers, employees, representatives, agents, advisors, accountants and attorneys not to, initiate or solicit, directly or indirectly, any inquiries or the making of any proposal with respect to, or engage in negotiations concerning, or provide any confidential information or data to any person with respect to, or have any discussions with any persons relating to, any acquisition, business combination or purchase of all or any significant asset of, or any equity interest in, directly or indirectly, the Corporation, or otherwise facilitate any effort or attempt to do or seek any of the foregoing, and shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

ARTICLE 7

CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

The Purchaser’s obligation to purchase the Shares and to take any other actions required to be taken by the Purchaser at the Closing under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Purchaser:

7.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. The representations and warranties of the Sellers and the Corporation contained in this Agreement and all information contained in any exhibit, schedule or attachment hereto or in any writing delivered by, or on behalf of, the Sellers or the Corporation, shall be true and correct in all material respects when made and shall be true and correct in all material respects on the Closing Date as though then made, except as expressly provided herein. The Sellers and the Corporation shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by them prior to the Closing Date. An officer of the Corporation shall have delivered to the Purchaser a certificate (which shall be addressed to the Purchaser), dated the Closing Date, in the form of EXHIBIT D hereto (the “OFFICER’S CERTIFICATE”), certifying to the foregoing.

7.2 CONSENTS AND APPROVALS. The Sellers and the Corporation shall have obtained any and all material consents, approvals, orders, qualifications, licenses, permits or other authorizations, required by all applicable Regulations, Orders and Contracts of the Corporation or binding on their respective properties and assets, with respect to the execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby.

7.3 NO MATERIAL ADVERSE CHANGE. There shall have been no Material Adverse Change since the date of this Agreement, which representation shall be attested to in the Corporation’s Officer’s Certificate.

7.4 NO PROCEEDING OR LITIGATION. No preliminary or permanent injunction or other Order, decree or ruling issued by any Authority, or any Regulation promulgated or enacted by any Authority shall be in effect, which would prevent the consummation of the transactions contemplated hereby.

7.5 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchaser and the Purchaser’s counsel, and the Sellers and the Corporation shall have made available to the Purchaser for examination the originals or true, complete and correct copies of all records and documents relating to the business and affairs of the Corporation which the Purchaser may reasonably request in connection with said transaction.

7.6 SECRETARY’S CERTIFICATE. The Purchaser shall have received a certificate, substantially in the form of EXHIBIT E hereto, of the secretary of the Corporation, as to the charter and bylaws of the Corporation, the resolutions adopted by the directors and stockholders of the Corporation in connection with this Agreement and the incumbency of the Corporation’s officers.

7.7 EMPLOYMENT AGREEMENT. David Killian and the Corporation shall have executed and delivered the Employment Agreement, acceptable to purchaser.

7.8 OTHER DOCUMENTS. The Sellers and the Corporation shall furnish the Purchaser with such other and further documents and certificates including certificates of the Corporation officers and others as the Purchaser shall reasonably request to evidence compliance with the conditions set forth in this Agreement.

ARTICLE 8

CONDITIONS TO THE OBLIGATIONS OF THE SELLERS

AND THE CORPORATION

Each and every obligation of the Sellers and the Corporation under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers and/or the Corporation, as applicable:

8.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE. The representations and warranties of the Purchaser contained in this Agreement and all information contained in any exhibit, schedule or attachment hereto shall be true and correct in all material respects when made and shall be true and correct in all material respects on the Closing Date as though then made, except as expressly provided herein. The Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it prior to the Closing Date. An officer of the Purchaser shall have delivered to the Sellers a certificate, dated the Closing Date, in the form of EXHIBIT F hereto, certifying to the foregoing.

8.2 CONSENTS AND APPROVALS. The Purchaser shall have obtained any and all material consents, approvals, orders, qualifications, licenses, permits or other authorizations, required by all applicable Regulations, Orders and Contracts of the Purchaser or binding on its properties and assets, with respect to the execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby.

8.3 NO PROCEEDING OR LITIGATION. No preliminary or permanent injunction or other Order, decree or ruling issued by any Authority, or any Regulation promulgated or enacted by any Authority shall be in effect, which would prevent the consummation of the transactions contemplated hereby.

8.4 FULL PAYMENT TO SELLERS. Purchaser shall be able to furnish payment of the purchase price in full to Sellers when due of all amounts payable under Section 1.2.2 of this Agreement.

8.5 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Sellers and the Corporation and their counsel, and the Purchaser shall have made available to the Sellers and the Corporation for examination the originals or true, complete and correct copies of all records and documents relating to the business and affairs of the Purchaser which the Sellers and the Corporation may reasonably request in connection with said transaction.

8.6 SECRETARY’S CERTIFICATE. The Sellers and the Corporation shall have received a certificate, substantially in the form of EXHIBIT G hereto, of the secretary of the Purchaser, as to the charter and bylaws of the Purchaser, the resolutions adopted by the directors and stockholders of the Purchaser in connection with this Agreement and the incumbency of the Purchaser’s officers.

8.7 CERTIFICATE OF GOOD STANDING. At the Closing, the Purchaser shall have delivered to the Sellers and the Corporation a certificate issued by Nevada Secretary of State evidencing the good standing, with respect to both the conduct of business and the payment of all franchise taxes, of the Purchaser as of a date not more than thirty (30) days prior to the Closing Date, or more than ten (10) days thereafter.

8.8 EMPLOYMENT AGREEMENT. David Killian and the Corporation, the Purchaser and all guarantors shall have executed and delivered the Employment Agreement.

8.9 OTHER DOCUMENTS. The Purchaser shall furnish the Sellers and the Corporation with such other and further documents and certificates including certificates of the Purchaser’s officers and others as Sellers and the Corporation shall reasonably request to evidence compliance with the conditions set forth in this Agreement.

ARTICLE 9

CLOSING

9.1 CLOSING. Unless this Agreement shall have been terminated or abandoned pursuant to the provisions of ARTICLE 10, a closing of the transactions contemplated by this Agreement (the “CLOSING”) shall be held as of the 11th day of June, 2010, or on such other mutually agreed date (the “CLOSING DATE”).

9.2 INTERVENING LITIGATION. If, prior to the Closing Date, any preliminary or permanent injunction or other Order issued by a court of competent jurisdiction or by any other Authority shall restrain or prohibit this Agreement or the consummation of the transactions contemplated herein for a period of fifteen (15) days or longer, the Closing shall be adjourned at the option of either party for a period of thirty (30) days. If at the end of such thirty-day period such injunction or Order shall not have been favorably resolved, either party may, by written notice thereof to the other, terminate this Agreement, without liability or further obligation hereunder.

ARTICLE 10

TERMINATION PRIOR TO CLOSING

10.1 METHODS OF TERMINATION. This Agreement may be terminated and the transactions herein contemplated may be abandoned at any time:

10.1.1 By mutual consent of the Purchaser and Sellers;

10.1.2 By the Sellers in writing, without liability, if the Purchaser shall (a) fail to perform in any material respect its agreements contained herein required to be performed by it on or prior to the Closing Date; or (b) materially breach any of its representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after the Sellers have notified the Purchaser of their intent to terminate this Agreement pursuant to this Section 10.1.2;

10.1.3 By the Purchaser in writing, without liability, if either the Corporation or the Sellers shall (a) fail to perform in any material respect their agreements contained herein required to be performed by them on or prior to the Closing Date; or (b) materially breach any of their representations, warranties or covenants contained herein, which failure or breach is not cured within ten (10) days after the Purchaser has notified the Sellers of its intent to terminate this Agreement pursuant to this Section 10.1.3;

10.1.4 By either the Sellers or the Purchaser in writing, without liability, if there shall be any order, writ, injunction or decree of any court or governmental or regulatory agency binding on the Purchaser, the Sellers or the Corporation, which prohibits or restrains the Purchaser, the Sellers or the Corporation from consummating the transactions contemplated hereby, provided that the Purchaser, the Sellers and the Corporation shall have used their reasonable, good faith efforts to have any such order, writ, injunction or decree lifted and the same shall not have been lifted within (thirty) 30 days after entry, by any such court or governmental or regulatory agency;

10.1.5 By either the Sellers or the Purchaser, in writing, without liability, if for any reason the Closing has not occurred by June 15, 2010 other than as a result of the material breach of this Agreement by the party attempting to terminate the Agreement.

10.2 TERMINATION OF OBLIGATIONS. Termination of this Agreement pursuant to this ARTICLE 10 shall terminate all obligations of the Parties hereunder, provided, however, that termination pursuant to Sections 10.1.2, 10.1.3 or 10.1.5 hereof shall not relieve a defaulting or breaching party from any liability to the other party hereto.

ARTICLE 11

INDEMNIFICATION

11.1 THE SELLERS’ AGREEMENT TO INDEMNIFY. Subject to the limitations and other terms and conditions set forth herein, from and after the Closing, the Sellers shall indemnify and hold harmless the Purchaser, the Corporation, their Affiliates, any of their respective successors or assigns and their respective directors, officers or employees (each a “PURCHASER INDEMNIFIED PARTY”) from and against all liability, assessments, losses, charges, costs and expenses (including, without limitation, interest, court costs, reasonable attorneys’ fees and expenses) (collectively “PURCHASER DAMAGES”) incurred by a Purchaser Indemnified Party as a result of or arising out of (a) a material breach of any representation or warranty contained in ARTICLE 2 of this Agreement; or (b) any material breach of or noncompliance by the Sellers, individually with any covenant or agreement contained in this Agreement.

11.2 THE PURCHASER’S AGREEMENT TO INDEMNIFY. Subject to the limitations and other terms and conditions set forth herein, from and after the Closing, the Purchaser shall indemnify and hold harmless the Sellers and their respective Affiliates, any of their respective successors or assigns and their respective directors, officers or employees (each a “SELLER INDEMNIFIED PARTY”) from and against all liability, assessments, losses, charges, costs and expenses (including, without limitation, interest, court costs, reasonable attorneys’ fees and expenses) (collectively “SELLER DAMAGES”) incurred by a Seller Indemnified Party as a result of or arising out of (a) a material breach of any representation or warranty contained in ARTICLE 4 of this Agreement; (b) any material breach of or noncompliance by the Purchaser with any covenant or agreement contained in this Agreement; and (c) any liability of the Corporation. (The Purchaser Indemnified Parties and Seller Indemnified Parties are sometimes referred to collectively herein as the “INDEMNIFIED PARTIES.” “PURCHASER DAMAGES” and “SELLER DAMAGES” are sometimes referred to collectively herein as “DAMAGES.”).

11.3 LIMITATIONS ON INDEMNIFICATION. The Sellers’ obligation to indemnify Purchaser Indemnified Parties pursuant to Section 11.1 hereof and the obligations of the Purchaser to indemnify Seller Indemnified Parties pursuant to Section 11.2 are subject to the following limitations, as well as the other limitations set forth in this ARTICLE 11:

11.3.1 No claim for indemnification shall be made against the Sellers unless the aggregate amount of Purchaser Damages exceeds $5,000 and, in such event, indemnification shall be made by the Sellers only to the extent that the aggregate amount of Purchaser Damages exceeds $5,000.

11.3.2 The amount of any Purchaser Damages or Seller Damages, as the case may be, shall be reduced by (a) any amount actually received by the Indemnified Parties with respect thereto under any insurance coverage or from any other party responsible therefore; and (b) the amount of any Tax benefit actually received by the Indemnified Parties relating thereto. The Indemnified Parties shall use all reasonable efforts to collect any amounts available under such insurance coverage and from such other party alleged to have responsibility. If the Indemnified Parties receive an amount under insurance coverage or from such other party with respect to Purchaser Damages or Seller Damages, as the case may be, at any time subsequent to any indemnification provided pursuant to this ARTICLE 11, then the Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by the Indemnifying Party in connection with providing such indemnification up to such amount received by the Indemnified Party.

11.3.3 No party shall be entitled to seek indemnification to the extent it was aware of the matter giving rise to such claim prior to Closing.

11.3.4 The Sellers may, at their option, pay any Purchaser Damages in cash or by transfer of Common Stock having an aggregate fair market value equal to such Purchaser Damages. For purposes of this Section 11.3.5, the “fair market value” shall be the Market Price for such shares on the date of any final judgment is entered or settlement is reached setting forth the total amount of the Purchaser Damages.

11.4 THIRD PARTY INDEMNIFICATION. The obligations of the Sellers, the Purchaser (as applicable, the “INDEMNIFYING PARTY”) to indemnify Indemnified Parties under Section 11.1 or Section 11.2 hereof, respectively, with respect to Damages resulting from the assertion of liability by third parties (each, as the case may be, a “CLAIM”), shall be subject to the following terms and conditions:

11.4.1 Promptly after receipt by an Indemnified Party of notice by a third party of any complaint or the commencement of any action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for Damages, such Indemnified Party shall, within ten (10) days, notify the Sellers, the Purchaser as the appropriate Indemnifying Party, of such complaint or of the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of material rights and defenses otherwise available to the Indemnifying Party with respect to such claim. In addition, the Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter such information and documentation as may be reasonably requested by the Indemnifying Party to support and verify the claim asserted, so long as such disclosure would not violate the attorney-client privilege of the Indemnified Party. If the Indemnifying Party within thirty (30) days after notice of any such Claim fails to assume the defense of such Claim, the Indemnified Parties will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk, and at the expense, of the Indemnifying Party; provided, however, that as long as the Indemnifying Party is reasonably contesting any claim in good faith, the Indemnified Parties shall not pay or settle any such claim.

11.4.2 Anything in this Section 11.4 to the contrary notwithstanding, the Indemnifying Party shall not enter into any settlement or compromise of any action, suit or proceeding or consent to the entry of any judgment (a) which does not include as an unconditional term hereof the delivery by the claimant or plaintiff to the Indemnified Parties of a written release from all liability in respect of such action, suit or proceeding; or (b) for other than monetary damages without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

11.5 SURVIVAL; TIME TO ASSERT CLAIMS.

11.5.1 The representations, warranties, covenants and agreements contained herein, except for covenants and agreements to be performed by the Parties prior to the Closing, will not be extinguished by the Closing but will survive the Closing, subject to the limitations set forth in Section 11.5.2 below with respect to the time periods within which claims for indemnity must be asserted. The covenants and agreements to be performed by the parties prior to the Closing shall expire at the Closing.

11.5.2 All claims for indemnification under this ARTICLE 11 which are not extinguished by the Closing in accordance with Section 11.5.1 must be asserted no later than one (1) year after the Closing Date.

11.6 INDEMNIFICATION; SOLE REMEDY. The indemnification provisions set forth herein shall constitute the sole remedy for any breach of this Agreement.

ARTICLE 12

MISCELLANEOUS PROVISIONS

12.1 AMENDMENT AND MODIFICATION. Subject to applicable law, this Agreement may be amended, modified and supplemented only by written agreement of the parties hereto.

12.2 ENTIRE AGREEMENT. This Agreement, including the schedules and exhibits hereto and the documents, certificates and instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the transactions contemplated by this Agreement and supersedes all prior agreements, representations, warranties, promises, covenants, arrangements, communications and understandings, oral or written, express or implied, between the parties with respect to such transactions, including, without limitation, the letter of intent executed by the parties, dated September 30, 2009. There are no agreements, representations, warranties, promises, covenants, arrangements or understandings between the parties with respect to such transactions, other than those expressly set forth or referred to herein.

12.3 CERTAIN DEFINITIONS.

“Affiliate” means, with regard to any Person (a) any Person, directly or indirectly, controlled by, under common control of, or controlling such Person; (b) any Person, directly or indirectly, in which such Person holds, of record or beneficially, five percent or more of the equity or voting securities; (c) any Person that holds, of record or beneficially, five percent or more of the equity or voting securities of such Person; (d) any Person that, through Contract, relationship or otherwise, exerts a substantial influence on the management of such person’s affairs; (e) any Person that, through Contract, relationship or otherwise, is influenced substantially in the management of their affairs by such Person, or (f) any director, officer, partner or individual holding a similar position in respect of such Person.

“Authority” means any governmental, regulatory or administrative body, agency, arbitrator or authority, any court or judicial authority, any public, private or industry regulatory agency, arbitrator authority, whether international, national, federal, state or local.

“Claim” means any action, claim, obligation, liability, expense, lawsuit, demand, suit, inquiry, hearing, investigation, notice of a violation, litigation, proceeding, arbitration, or other dispute, whether civil, criminal, administrative or otherwise, whether pursuant to contractual obligations or otherwise.

“Common Stock” means the common stock, $0.001 par value per share, of the Purchaser.

“Contract” means any agreement, contract, commitment, instrument or other binding arrangement or understanding, whether written or oral.

“GAAP” means United States generally accepted accounting principles.

“Guarantee” means any guaranty or other contingent liability (other than any endorsement for collection or deposit in the ordinary course of business), direct or indirect with respect to any obligations of another Person, through an agreement or otherwise, including, without limitation, (a) any endorsement or discount with recourse or undertaking substantially equivalent to or having economic effect similar to a Guarantee in respect of any such obligations; (b) any Contract (i) to purchase, or to advance or supply funds for the payment or purchase of, any such obligations; (ii) to purchase, sell or lease property, products, materials or supplies, or transportation or services, in respect of enabling such other Person to pay any such obligation or to assure the owner thereof against loss regardless of the delivery or nondelivery of the property, products, materials or supplies or transportation or services; or (iii) to make any loan, advance or capital contribution to or other investment in, or to otherwise provide funds to or for, such other Person in respect of enabling such Person to satisfy an obligation (including any liability for a dividend, stock liquidation payment or expense) or to assure a minimum equity, working capital or other balance sheet condition in respect of any such obligation; or (c) any bonding arrangement.

“Indebtedness” with respect to any Person means any obligation of such Person for borrowed money, but in any event shall include (a) any obligation incurred for all or any part of the purchase price of property or other assets or for the cost of property or other assets constructed or of improvements thereto, other than accounts payable included in current liabilities and incurred in respect of property purchased in the ordinary course of business; (b) the face amount of all letters of credit issued for the account of such Person and all drafts drawn thereunder; (c) obligations (whether or not such Person has assumed or become liable for the payment of such obligation) secured by Liens; (d) capitalized lease obligations; and (e) all Guarantees of such Person.

“Lien” means any security interest, lien, mortgage, pledge, hypothecation, encumbrance, Claim, easement, restriction or interest of another Person of any kind or nature.

“Market Price” shall be determined on the basis of: (a) the weighted average sale price of the Common Stock on the principal stock exchange, or the National Association of Securities Dealers’ Automated Quotation National Market System “NASDAQ/NMS”), as the case may be, on which such Common Stock is then listed or admitted to trading; (b) if the Common Stock is not then listed or admitted to trading on any stock exchange or the NASDAQ/NMS, as the case may be, then the average of the last reported closing bid and asked prices on such day in the over-the-counter market, as furnished by the NASDAQ system or the National Quotation Bureau, Inc.; (c) if neither NASDAQ nor the National Quotation Bureau is at the time engaged in the business of reporting such prices, then as furnished by any similar firm then engaged in such business; or (d) if there is no such firm, as furnished by any member of the National Association of Securities Dealers (“NASD”) selected by the Purchaser, with the consent of the Sellers (which consent shall not be unreasonably refused or delayed), and which is not an affiliate of the Purchaser.

“Material Adverse Change” means any developments or changes which would have a Material Adverse Effect.

“Material Adverse Effect” means any circumstances, state of facts or matters which might reasonably be expected to have a material adverse effect on the business, operations, properties, assets, condition (financial or otherwise), results, plans, strategies or prospects of a Person.

“Occurrence” means any accident, happening or event which occurs or has occurred at any time prior to the Closing Date, which results in or could result in a claim against the Corporation or creates or could create a liability or loss for the Corporation.

“Order” means any decree, judgment, award, order, injunction, rule, consent of or by an Authority.

“Person” means any corporation, partnership, joint venture, organization, entity, Authority or natural person.

“Proprietary Rights” means any patent, patent application, copyright, trademark, trade name, service mark, service name, trade secret, know-how, confidential information or other intellectual property or proprietary rights.

“Regulation” means any law, statute, rule, regulation, ordinance, requirement, announcement or other binding action of or by an Authority.

“Sellers Guarantees” are those Guarantees entered into by one or more of Kevin Fitzgerald and Pamela Fitzgerald prior to Closing.

“Series A Preferred Stock” is Purchaser’s Series A Preferred Stock, $0.001 par value per share.

“Subsidiaries” means with respect to a Person, any business entity of which more than fifty percent (50%) of the voting stock or other equity interests is owned or controlled, directly or indirectly, by such Person.

12.4 NOTICES. Any notice, consent, approval, request, demand or other communication required or permitted hereunder must be in writing to be effective and shall be deemed delivered and received (a) if sent by hand delivery, upon delivery; (b) if sent by registered or certified mail, return receipt requested, on the date on which such mail is received as indicated in such return receipt, or returned, if delivery is not accepted; (c) if delivered by a nationally recognized courier, one business day after deposit with such courier; and (d) if sent by facsimile or electronic transmission, in each case upon telephone or further electronic communication from the recipient acknowledging receipt (whether automatic or manual from recipient), as applicable, addressed as follows:

If to Sellers or Corporation:		Mr. David Taylor 2061 North Cross Drive, Shreveport Louisiana, 71061 Facsimile: (318) 995-0708

		Willoil Consulting LLC 2061 North Cross Drive, Shreveport Louisiana, 71061 Facsimile: (318) 995-0708 UFS, Inc. 80 Orville drive, Ste 100, Bohemia, New York 11716 Facsimile: (318) 995-0708
With a Copy to:		Mr. Chase Chandler, Esquire Vincent & Rees L.P. 175 S. Main Street, 15th Floor Salt Lake City, UT 84111

If to Purchaser:		Mr. Dennis Alexander EGPI Firecreek, Inc. 6564 Smoke Tree Lane Scottsdale, AZ 85253 Facsimile: (480) 443-1403

		Mr. Larry W. Trapp
		6564 Smoke Tree Lane Scottsdale, AZ 85253 Facsimile: (480) 443-1403

(or to such other address as any party shall specify by written notice so given). The evidence of forwarding of the notice provided hereinabove shall be conclusive of such proper notice and any changes of address must be given in the manner provided for notice herein.

12.5 ASSIGNMENT. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties.

12.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada, without regard to such state’s principles of conflicts of laws.

12.7 DISPUTE RESOLUTION. Any unresolved controversy or claim arising out of or relating to this Agreement shall be submitted to arbitration by one arbitrator mutually agreed upon by the Parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the "AAA"), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Las Vega, Nevada, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (ii) depositions of all Party witnesses, and (iii) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Depositions shall be conducted in accordance with the Nevada Rules of Civil Procedure, the arbitrator shall be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing Party shall be entitled to reasonable attorney's fees, costs, and necessary disbursements in addition to any other relief to which such Party may be entitled.

12.8 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.9 HEADINGS.The article and section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

This Agreement shall not be construed so as to confer any right or benefit upon any Person other than the signatories to this Agreement and each of their respective successors and permitted assigns.

No delay or omission to exercise any right, power or remedy accruing to any party hereto, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the party of any party hereto of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

Unless otherwise provided herein, if any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be effected or impaired thereby.

Except as otherwise set forth herein, the Purchaser, the Sellers and Corporation shall each bear its own expenses, including without limitation, legal fees and expenses, with respect to this Agreement and the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have made and entered into this Agreement the date first hereinabove set forth.

	PURCHASER:

	EGPI FIRECREEK, INC.,
	a Nevada corporation

	By:
	Name:	Dennis R Alexander
	Title:	CEO

	By:	/s/Larry W. Trapp
	Name:	Larry W. Trapp
	Title:	Executive Vice President

	SELLERS:

	/s/David Taylor
	David Taylor

	WILLOIL CONSULTING, LLC

	By:	/s/David Taylor
	Name:	David A Taylor
	Title:	Manager

	UFS, INC.

	By:	/s/Carl Giuffrida
	Name:	Carl Giuffrida
	Title:	President

	CORPORATION:

	CHANWEST RESOURCES, INC.,
	a Texas corporation

	By:	/s/David Taylor
		David Taylor,
		President

EXHIBIT B

Employment Agreement With David Killian

[ATTACHED ON THE FOLLOWING PAGES]

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made as of the 14th day of June, 2010, by and between Chanwest Resources, Inc., a Texas corporation (the "Company"), having a principal place of business located at 8411 Sterling Street, Ste 102, Irving Texas 75063, and David Killian ("Employee"), having an address at PO Box 1001. Atlanta, Texas 75063.

This Agreement sets forth the terms and conditions upon which Employee agrees to be employed by the Company and not to subsequently compete with the Company in connection with the Company’s business.

In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

TERM

1.1. Term. The Company hereby agrees to employ Employee and Employee agrees to become employed by the Company, subject to the immediate supervision and direction of the Chief Executive Officer of the Company, or such other supervisor or supervisors as shall be designated by the Chief Executive Officer of the Company from time to time, for a period commencing on the date hereof and expiring three years thereafter, unless this Agreement is sooner terminated pursuant to the provisions hereof.

ARTICLE II

RESPONSIBILITIES

2.1. Attention to Business; Duties.

Employee agrees to devote 100% of his business time, attention, skill, and efforts to the performance of his duties and responsibilities on behalf of the Company which shall be assigned to him from time to time as the Vice President of Oil Field Development by the Company and which shall generally include the utilization of Trachoe, trucking and dozer work in oilfield construction

ARTICLE III

COMPENSATION

3.1. Compensation. For all services to be rendered by him in any capacity hereunder, the Company agrees to provide Employee the following compensation so long as he shall be employed by the Company:

(i)

Employee shall be entitled to a fixed annual base salary at the rate of One Hundred Twenty Thousand Dollars per annum, payable in equal bi-weekly installments.

(ii)

Employee shall be a participant in, and beneficiary of, any and all life, dental, medical, and other group benefit plans provided by the Company for eligible employees during the term of this Agreement.

(iii)

Employee shall be entitled to a vacation of two weeks per year, during which time his compensation will be paid in full. Employee shall not take more than two consecutive weeks of vacation without the approval of the Chief Executive Officer of the Company.

ARTICLE IV

COMPETITION WITH THE COMPANY

4.1. Covenant of Employee. Employee recognizes that the services to be performed by him pursuant to this Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company's goodwill that Employee agree, and accordingly, Employee does hereby agree and covenant (the "Covenant Not to Compete"), that during Employee's Term (as hereinafter defined), Employee will not, directly or indirectly, except for the benefit of the Company:

(i)

become an officer, director, more than 5% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the Territory (as hereinafter defined) in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) as such business shall exist on the day of the Closing and during Employee's Term; or

(ii)

solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who were customers of the Company (including its present and future subsidiaries and affiliates) at any time during Employee's Term, any business similar to the business transacted by the Company with such customer; or

(iii)

accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of himself or third parties, business from any such customers of the Company (including its present and future subsidiaries and affiliates); or

(iv)

solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of himself or third parties, any persons who were at any time during Employee's Term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or

(v)

employ or cause or authorize, directly or indirectly, to be employed for or on behalf of himself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or

(vi)

use the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.

Employee acknowledges his intention that the Company shall have the broadest possible protection of the value of the business in the Territory consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in an appropriate decree.

4.2. Term. The term of Employee's Covenant Not to Compete with the Company as set forth in this Article IV, shall commence on the date of Employee's last day of employment with the Company, pursuant to this Agreement or otherwise, regardless of the reason for the termination of such employment, and shall terminate three years thereafter. The term of this Covenant Not to Compete as it relates to Employee under this Article is referred to hereinafter as "Employee's Term."

4.3. Territory. The territory of this Agreement shall be the United States of America (collectively, the "Territory").

4.4. Breach by Employee of Covenant Not to Compete

4.4.1. Injunctive Relief. The parties confirm that of primary importance to the Company is the agreement by Employee not to be an officer, director, stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm, business or entity which competes with the Company's business during Employee's Term. The parties further confirm that damages resulting from a breach of the Covenant Not to Compete contained herein may be difficult to calculate and insufficient to remedy the injury resulting from such breach, particularly with respect to any ongoing or prospective breach. Accordingly, the Company shall be entitled, in addition to any other right and remedy it may have at law or in equity, to a preliminary and permanent injunction, without the posting of any bond or other security, enjoining or restraining Employee, as the case may be, from any violation or threatened violation of this Covenant Not to Compete. If any of the restrictions contained herein shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, geographical scope, or other provisions hereof, and in its reduced form this Covenant Not to Compete shall then be enforceable in the manner contemplated hereby.

4.4.2. Damages. Nothing contained in this Article IV shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach, including recovery of damages and an equitable accounting of all earnings, profits and other benefits arising from such violation.

ARTICLE V

TERMINATION

5.1. Disability. The Company may terminate this Agreement for the disability of Employee at any time after thirty days written notice of termination has been provided to Employee by the Company. For purposes of this Agreement, the term "disability" shall mean if, as a result of incapacity due to physical or mental illness, Employee shall have been absent from his duties with the Company on a full time basis for 30 consecutive days.

5.2. Death. In the event Employee dies during the term of his employment hereunder, Employee's legal representatives shall be entitled to receive any compensation accrued to Employee and owing by the Company, as provided herein up to be the last day of the calendar month in which Employee's death shall have occurred.

5.3. Termination by the Company for Cause. The Company may terminate Employee's employment for cause at any time for the reasons set forth below; provided however that Employee shall be entitled to a ten day period within which to remedy the items in (i) and (ii) and further provided that no period of remedy shall be permitted with respect to (iii) below. For purposes of this Agreement, the Company shall have "Cause" to terminate the employment of Employee if any of the following events shall occur:

(i) the continued failure by him to perform his duties as described herein (other than any such failure resulting from his incapacity due to physical or mental illness), or

(ii) conduct by Employee which the Company in its reasonable judgment deems to be materially and demonstrably injurious to the Company. No act, or failure to act, on the part of Employee shall be considered, for purposes of this Section 5.3(ii), unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in the best interests of the Company.

(iii) Employee having, in the reasonable judgment of the Company, committed an act which if prosecuted and resulting in a conviction would constitute a fraud, embezzlement, or any felonious offense, or his knowing and willful breach of any material provision of this Agreement continuing after written notice from the Company.

5.4. Intentionally left blank.

5.5. Notice of Termination. Any termination by the Company or by Employee pursuant to the provisions of this Agreement shall be communicated by a written notice of termination to the other party. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail, the facts and circumstances claimed to provide a basis for termination of the employment of Employee under the provision so indicated.

5.6. Date of Termination.

(i) In the event that this Agreement is terminated under Sections 5.1 or 5.2, the Company shall deliver to the Employee, the Notice of Termination provided for in Section 5.5 above, not less than thirty days prior to the date set forth in the Notice as the date of termination.

(ii) If Employee's employment is terminated under Section 5.3(i) or (ii), the Company shall give Employee three days prior written notice of intent to terminate at the end of ten days thereafter and shall permit Employee to remedy such breach for such period of ten days thereafter.

5.7. Compensation Upon Termination.

(i) During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness, the benefits shall be determined in accordance with any disability policy and disability insurance plans, then in effect.

(ii) If Employee's employment shall be terminated for Cause, the Company shall pay to him the base salary through the date of termination at the rate in effect at the time the Notice of Termination is given and the Company shall have no further obligations to Employee under this Agreement, except to make payment in cash at the base salary rate for any vacation accrued but not taken.

(iii) If Employee shall terminate his employment pursuant to Section 5.4 above, the Company shall pay Employee his base salary through the date of termination at the rate in effect at the time Notice of Termination is given plus payment in case at the base salary rate for any vacation accrued but not taken.

(iv) Unless Employee is terminated for Cause, or by mutual consent, the Company shall maintain in full force and effect, for the continued benefit of Employee, all employee benefit plans and programs or arrangements in which he was entitled to participate immediately prior to the date of termination, provided that Employee's continued participation is possible under the general terms and provisions of such plans and programs until the earlier of:

(a)

the date on which this Agreement would have expired had the Agreement not sooner been terminated, or

(b)

such time as Employee secures new full-time employment and comparable benefits pursuant to such employment.

ARTICLE VI

DISCLOSURE OF INFORMATION

6.1. Non-Disclosure. Employee agrees that he will not disclose any information which is treated by the Company as confidential, including, but not limited to, information relating to the business of the Company, any of the Company's products, customers, affairs, trade secrets, developments, methods of distribution and any other information relating to the Company which the Company shall deem proprietary, to any person, firm, company, corporation, association, or any other entity provided that disclosure of confidential information may be made (i) to the extent that such information is generally available and known in the industry, through no action of Employee, or (ii) as required by law.

6.2. Return of Documents. Upon the expiration or termination of this Agreement, Employee shall not remove from the Company, without written consent of the Company, any manuals, records, drawings, blueprints, data, tables, calculations, letters, documents, or any copy or other reproduction thereof, or any other property or confidential information, of or pertaining to the Company or any of its subsidiaries. All of the foregoing shall be returned to the Company on or before the date of expiration or termination of employment.

ARTICLE VII

ASSIGNMENT

7.1. Successors; Binding Agreement.

(i) This Agreement shall be binding on the parties hereto, the legal representatives of Employee and the legal representatives, successors and assigns of the Company. This Agreement and Employee's obligations hereunder, may not be assigned by Employee. The Company may assign its rights and delegate its duties hereunder to any party which succeeds to the business of the Company, whether as a result of a sale of assets, merger, or operation of law or otherwise (the "Successor Company") and the Company shall be relieved from all liability hereunder arising after the date on which such successor or transferor assumes such duties and obligations, provided that the Company will require the successor, by agreement in form and substance satisfactory to Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(ii) This Agreement shall inure to the benefit of and be enforceable by Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1.1. Notices. Each notice, demand, request, consent, report, approval or communication ("Notice") which is or may be required to be given by any party to any other party in connection with this Agreement and the transactions contemplated hereby, shall be in writing, and given by personal delivery, certified mail, return receipt requested, prepaid, or by overnight express mail delivery and properly addressed to the party to be served as shown in Section 8.1.2 below.

8.1.2. Delivery. Notices shall be effective on the date delivered personally, the next day if delivered by overnight express mail or three days after the date mailed by certified mail:

If to Company:

8411 Sterling St, ste 102

Irving Texas , 75063

If to Employee:

PO Box 1001

Atlanta, Texas 75551

8.1.3. Change of Address. Each party may designate by Notice to the others in writing, given in the foregoing manner, a new address to which any Notice may thereafter be so given, served or sent.

8.2. Entire Agreement. This Agreement constitutes and sets forth the entire agreement and understanding of the parties pertaining to the subject matter hereof, and there are no other prior or contemporaneous written or oral agreements, understandings, undertakings, negotiations, promises, discussions, warranties or covenants not specifically referred to or contained herein or attached hereto. No supplement, modification, termination in whole or in part, or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

8.3. Headings. The headings or titles of the various paragraphs of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication or intention, limit, define, extend or affect the meaning or interpretation of this Agreement or the specific terms or text of the section so designated.

8.4. Law Governing. This Agreement shall be governed in all respects, whether as to validity, construction, interpretation, capacity performance or otherwise, by the laws of the State of Texas. If any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then and in that event, to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement or any other such instrument.

8.5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective duly authorized officers and the individual parties have executed this Agreement as of the day and year first above written.

	CHANWEST RESOURCES, INC.

	By:
	Name: David Taylor
	Title: CEO


	David Killian

EXHIBIT D

Officers Certificate

Representations and Warranties

CHANWEST RESOURCES, INC.

[ATTACHED ON THE FOLLOWING PAGES WHEN COMPLETED]

EXHIBIT E

CHANWEST RESOURCES, INC.

SECRETARY’S CERTIFICATE. The Purchaser shall have received a certificate, substantially in the form of EXHIBIT E hereto, of the secretary of the Corporation, as to the charter and bylaws of the Corporation, the resolutions adopted by the directors and stockholders of the Corporation in connection with this Agreement and the incumbency of the Corporation’s officers.

[ATTACHED ON THE FOLLOWING PAGES WHEN COMPLETED]

EXHIBIT G

CHANWEST RESOURCES, INC.

SECRETARY’S CERTIFICATE. The Sellers and the Corporation shall have received a certificate, substantially in the form of EXHIBIT G hereto, of the secretary of the Purchaser, as to the charter and bylaws of the Purchaser, the resolutions adopted by the directors and stockholders of the Purchaser in connection with this Agreement and the incumbency of the Purchaser’s officers.

[ATTACHED ON THE FOLLOWING PAGES WHEN COMPLETED]

SCHEDULE 2.1

The Corporation is not qualified or licensed to business in any state other than Texas.

SCHEDULE 2.2

The Corporation has no Subsidiaries.

SCHEDULE 2.3

None.

SCHEDULE 2.6

None.

SCHEDULE 2.7

Financial Statements are attached.

SCHEDULE 2.8

Employee	Annual Base Salary

David Killian	$	120,000

SCHEDULE 2.9

1. The following events have occurred which have adversely affected the Corporation’s collection of the following substantial accounts receivable: None

SCHEDULE 2.12

None.

SCHEDULE 2.13

None

SCHEDULE 2.14

None

SCHEDULE 2.17

Financial Institution	Type of Account	Account No.	Signers

First National Bank of Hughes Springs	Regular Business Checking	#3518310	David A. Taylor

SCHEDULE 2.18

None.

SCHEDULE 2.19

The Corporations President currently supplies the offices and warehouse site for its operations at no charge. There is no written lease.

SCHEDULE 2.20

Copies of the Corporation’s insurance coverage summaries are / to be attached.

SCHEDULE 4.52

Note to Circle D	$209,000 at 6% interest
Lease to Circle D	$123,000
Oil and gas leases, 50% interests	$450,000 w / offsets in kind

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