ESCROW AGREEMENT May 4, 2011

 

This Escrow Agreement is reached between the following parties:

 

SUCCESS OIL CO., INC. of 8306 Wilshire Blvd. #566, Beverly Hills, California 90211 hereinafter called ("SUCCESS”),

 

EGPI FIRECREEK, INC./DENNIS ALEXANDER/CEO, AND FURTHER THROUGH ITS WHOLLY OWNED SUBSIDIARY, ENERGY PRODUCERS Inc., of 6564 SMOKE TREE LANE, TOWN OF PARADISE VALLEY, AZ. 85253 hereinafter called (collectively, "FIRECREEK"), and

 

TWL INVESTMENTS A L.L.C. of 3415 W. Pershing Ave., Phoenix, AZ 85029, hereinafter called (“TWL”)

 

CHARLES C. WRIGHT, Attorney at Law, of 201, S. LAUREL AVE., Luling, Texas 78648, hereinafter called ("WRIGHT"),

 

WHEREAS, SUCCESS and  FIRECREEK, and TWL wishes to re-complete/re-work 2 Oil & Gas Wells listed below the location on the J.B. TUBB NORTH 40 ACRES, WARD COUNTY TEXAS (RRC #08-33611), whose legal description is attached hereto on Exhibit "A", hereinafter called ”PROPERTY," said two wells being the Crawar #1 & J.B. Tubb #18-1 wells.

 

WHEREAS, SUCCESS and FIRECREEK have entered into a “Turnkey Rework Agreement (for Turnkey Drilling, Multiple Wells)” attached hereto on Exhibit “B” (the “Participation-Turnkey Program Agreement”) which defines and sets forth the matters therein including Commencement of the development program for the prospect wells located on the Property.

 

WHEREAS, SUCCESS, FIRECREEK, and TWL INVESTMENTS, L.L.C. have agreed to deposit funds with WRIGHT to be disbursed in accordance with this Agreement upon WRIGHT receiving the “Escrow Notification Letter” attached hereto as Exhibit “C”.

 

WHEREAS, pursuant to the Turnkey Rework Agreement FIRECREEK is to pay SUCCESS One Hundred Sixty Five Thousand One Hundred Sixty Two and 36/100 Dollars ($165,162.36) in accordance with the terms of this Escrow Agreement and further, the final confirmation and acceptance of all items therein listed in the Escrow Notification Letter attached on Exhibit “C” hereto. hereto.

 

For consideration of Ten Dollars ($10.00) and the mutual provisions contained herein, the parties hereto agree as follows:

 

1. WRIGHT is to hold in escrow, Escrow Funds of $200,000.00 provided to him by TWL until the following events:

 

(a) WRIGHT is informed in writing signed by SUCCESS, FIRE CREEK and TWL that  WRIGHT is to pay to SUCCESS $165,162.36

(b)  WRIGHT is to hold the balance of the Escrow Funds until instructed in writing by, FIRECREEK, and TWL to disburse the balance

(c)  If WRIGHT receives conflicting instructions he may place the funds in the registry of a court.

 

2. WRIGHT shall not be responsible for his actions unless such actions are in violation of this Escrow Agreement or WRIGHT acts with willful misconduct or gross negligence.

 

3. This agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this agreement that is not contained herein shall be valid or binding unless in writing signed by all parties.

 

4. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief to which he may be entitled.

 

5. The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of Texas.

 

6. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

 

7. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:

 

 

If to the Firecreek:

 

EGPI Firecreek, Inc.

6564 Smoke Tree Lane

Scottsdale, AZ 85253

Attention:  Chairman of the Board and Chief Financial Officer

Facsimile No.: (480) 443-1403 ###-###-#### (Voice) 602 ###-###-####

(Cell)

 

If to SUCCESS:

 

SUCCESS OIL CO., INC.

Attn:  Jeru Morgan, Pres.

8306 Wilshire Blvd. #566

Beverly Hills, Ca. 90211

FAX #:   ###-###-####

 

If to TWL INVESTMENTS, L.L.C.:

TWL INVESTMENTS, L.L.C.

3415 W. Pershing Ave.

Phoenix, AZ 85029

Phone ###-###-####

 

If to Wright:

Charles C. Wright

Attorney at Law

P.O. Box 1331

Luling, Texas 78648

Fax # (830) 875-9266

 

EXECUTED this 9th day of May 2011, effective May 4th, 2011.

 

Charles C. Wright

 

 

By
JERU MORGAN
President of  SUCCESS OIL CO.

 

By
Dennis R. Alexander
President, on behalf of EGPI Firecreek, Inc.,
sole shareholder of Energy Producers, Inc.

 

 

By
3415 W. PERSHING AVE.
PHOENIX, AZ. 85029
480 ###-###-#### Cell ###-###-####

 

 

 

 

EXHIBIT “A”

 

TO AN ESCROW AGREEMENT

 

EFFECTIVE May 4, 2011

 

Legal Description

 

Description of Lands and Leases:

 

 

 

 

EXHIBIT “B”

 

TO AN ESCROW AGREEMENT

 

EFFECTIVE MAY 4, 2011

 

Turnkey Rework Agreement

 

[TO BE ATTACHED ON FOLLOWING PAGE]

 

EXHIBIT “C”

[Escrow Notification Letter]

 

TO AN ESCROW AGREEMENT

 

EFFECTIVE May 4, 2011

 

[TO BE ATTACHED ON FOLLOWING PAGE OR PAGES AS REQUIRED]

 

 

EXHIBIT “C”

 

Dated the _____ day of _________, 2011

 

Mr. Charles C. Wright

Attorney at Law

P.O. Box 1331

Luling, Texas 78648

 

Re: Escrow Agreement with effective date of May 4, 2011

 

Dear Mr. Wright:

 

You are hereby instructed to immediately distribute from the escrow funds you are holding, $165,162.36 to Success Oil., Inc.

 

Sincerely,

 

SUCCESS OIL CO., INC.

 

By
	Jeru Morgan, President

 

ENERGY PRODUCERS Inc.

 

By
	Dennis R. Alexander, Chief Executive Officer
	of EGPI Firecreek, Inc., sole shareholder
	of Energy Producers, Inc.

 

TWL INVESTMENTS, L.L.C.

 

By