OILAND GAS PURCHASE AND DEVELOPMENT AGReement Linear Short Form Agreement

OIL AND GAS PURCHASE AND DEVELOPMENT AGReement

Linear Short Form Agreement

THIS Linear Short Form Agreement (the “AGREEMENT”), dated as of February 29, 2012, by and among EGPI FIRECREEK, INC., a Nevada corporation, through its wholly owned subsidiary Energy Producers, Inc., located at 6564 North Smoke Tree Lane, Scottsdale Arizona 85253 (“FIRECREEK”, “Assignor”, “Rights Holder”, “Option Holder”), and SUCCESS OIL CO., INC. located at 8306 Wilshire Blvd. #566 Beverly Hills, Ca. 90211, (“Success” or “Operator”) and CUBO Energy, PLC and or its assignee, a public limited corporation organized under the laws of Great Britain with its principal place of business located at Thames House, Portsmouth Road Esher Surrey, KT10 9AD United Kingdom (“CUBO”, “Assignee”, or “Participant”), (Firecreek, SUCCESS, and CUBO are collectively referred to herein as the “PARTIES”).

RECITALS

Preamble: This linear short form Agreement is agreed to be developed into the final long form agreement (“LFA”) to be completed and signed off by the parties by no later than March 15, 2012

Purchase Price: $1.15 million in CUBO STOCK reduced by $450,000 liabilities to be assumed by CUBO and secured by its interests in the North 40 Interests.

Effective Date: March 1, 2012 unless otherwise mutually agreed in writing by the parties.

Legal Description subject to the long form LFA and final legal inspection for Assignment and Bill of Sale for the North 40 Interests:

“Assignor shall sell, transfer, convey, assign and deliver to Assignee, and Assignee shall purchase from Assignor, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts, charges, hypothecations, or monetary encumbrances whatsoever other than those for which an adjustment to the selling price has or shall be made, or adverse claims, title defects or restrictions (each, a “ Lien ”) Assignor's right, title and interest in and to the well(s) located on, and at all depths from surface to at least 8500’ feet (in the North forty (40) acres only), and the leasehold estate of, the J. B. Tubb lease, to be described on an Exhibit "A" to be attached to the LFA, Ward County, Texas (the “Tubb Lease”), consisting of no less than a 37.5% working interest with a 28.125% net revenue interest, along with all lease equipment, tanks and all other equipment, appurtenances, fixtures and property of every kind and character, movable or immovable, now and in the future used in connection with operating the well(s): ALL of Assignor's right's and obligations existing under all contracts and LOIs, including but not limited to, operating LOIs, unitization LOIs, pooling LOIs, declarations of pooling or unitization, farmout LOIs, assignments, tax partnerships, disposal LOIs, injection  LOIs,  gas sales contracts, gas processing contracts, and Paragraph 5 of that certain Assignment of April 9, 1992 from Amoco Production Company to Desert States Energy, Inc. Assignee has the  duty  to plug abandoned wells on said lease when required by law. A copy of all LOIs described herein have been previously delivered by the Assignor to the Assignee; and, Thirty Seven and One Half (37.5%) of One-Hundred percent (100%) TO HAVE AND TO HOLD unto CUBO Energy, PLC, its successors and assigns forever, all of Assignor’s rights, title, and interest in the (37.5%) working interest (28.125% net royalty interest) herein conveyed in the Highland Production Company (Crawar) #2 well-bore only; with depth of ownership 4700’ to 4900’ ft. in well-bore, and; The Highland Production Company (Crawar) #2 well-bore, API No. 42-475-33611, located on the J.B. Tubb Lease in W ½ of the NW ¼ of Sec. 18, Block B-20, Public School Lands, Ward County, Texas at 1787 FNL and 853 FWL being on the South Forty (40) acres of the J. B. Tubb Lease, Ward County, Texas. TO HAVE AND TO HOLD unto CUBO Energy, PLC, its successors and assigns forever, all of Assignor’s  right, title, and interest in the Thirty-Seven and One Half percent (37.5%) working interest herein conveyed in the above described well-bore and;

The purchase price paid for the North 40 acres and interests described above this section of theTubb Lease shall be reduced by the assumption of assumed liabilities agreed in the formal LFA and Assignment and Bill of Sale, and that were incurred prior to the proposed effective date.  

ALL of Assignor’s rights, title and interest of every kind, and subject to agreed existing Liens, in and to oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, to the extent produced from the well(s) and leasehold interest in the North 40 of the J.B. Tubb Leasehold Estate (all of the above being herein called (the “Property”), to have and to hold unto Assignee, its successors and assigns forever.

Equipment List (North 40 Interests)

The following is the current & present equipment list that Energy Producers Inc. will acquire 75% ownership rights, on the J.B. Tubb property: 2 (Two) 500 barrels metal tanks, 1(One) 500 barrel cement salt water tank- (open top), 1 (One) heater treater/oil & gas separator, all flow lines, on the north forty acres, well-heads, 2 (two) christmas tree valve systems on well-heads, 3 (Three) well heads, three wells (well-bores). Model 320D Pumpjack Serial No. E98371M/456604, One (1) Fiberglass lined heater-treater,  One (1) Test pot,  Tubing string Rods and down hole pump.

EXCEPT AS PROVIDED HEREIN ASSIGNOR MAKES NO EXPRESSED OR IMPLIED WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY, MERCHANTABILITY, OR FITNESS OF THE PROPERTY FOR ASSIGNEE’S INTENDED USE OR FOR ANY USE WHATSOEVER AS ASSIGNEE ACCEPTS THE PROPERTIES “AS IS”, “WHERE IS”, “WITH ALL FAULTS”, IN PRESENT CONDITION, STATE OF REPAIR OR PRODUCTION.

North 40 Yellow Highlight   South 40 Located Below North 40

Purchase Price term elements are as follows:

Effective Date: March 1, 2012 unless otherwise mutually agreed in writing by the parties.

Legal Description subject to the description in the long form LOI and final legal inspection for Assignment and Bill of Sale. General Description: J.B. TUBB “18-1”, being the W1/2 of the NW1/4 of Section 18, Block B-20, Public School Lands, Ward County, Texas, containing South (South 40) acres only.

ALL of Assignor’s rights, title and interest of every kind, shall be free and clear of all existing liens, in and to oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, to the extent produced from the well(s) and leasehold interest in the South 40 of the J.B. Tubb Leasehold Estate (all of the above being herein called (the “Property”), to have and to hold unto Assignee, its successors and assigns forever.

4. If and or where applicable, if any, the Parties are executing and delivering this LOI in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

5. Representations and Warranties to be determined and agreed by the Parties.

6. Subject to the formal and final approvals of the Board of Directors of Firecreek, CUBO, SUCCESS, and requisite third party approvals, as required.

7. Capital structures for Firecreek and CUBO to be disclosed.

8. Press release allowable with consent of both Firecreek and CUBO Principle Executive Officers.

9. Current Report on Form 8-k is agreed to be filed with SEC by Firecreek on completion of the final LFA.

10. Laws of the State of Nevada USA shall govern.

If the terms of the LOI are understood please indicate by signing below.

EGPI FIRECREEK, INC.

By: /s/Dennis R Alexander

Name: Dennis R Alexander

Title: CEO

SUCCESS OIL CO., INC.

By: /s/Jeru Morgan

Name: Jeru Morgan

Title: President

CUBO ENERGY, PLC and or its Assignee

By:/s/Brian Kennedy

Name: Brian Kennedy

Title : President

schedules AND EXHIBITS AS APPLICABLE [to be provided IN LFA]