EXHIBIT
10.1
CORPORATE CONSULTING
AGREEMENT
This Agreement
(“Agreement”) dated April 1, 2007 is between EGPI
Firecreek Inc., a Nevada corporation (“the Company”),
6564 Smoke Tree Lane, Scottsdale, AZ and Seacoast Advisors,
Inc., a Nevada corporation
(“Consultant”).
WHEREAS, EGPI
Firecreek, Inc., through its wholly owned subsidiary, Firecreek
Petroleum, Inc., engages in the exploration, development, and
exploitation of crude oil and natural gas primarily in the United
States. As reported in its previous filings the Company and its
wholly owned subsidiary Firecreek Petroleum, Inc. also focuses on
program development or creating strategic alliances for the
acquisition and development of available proved oil and gas
projects in Russia, Romania, and Kazakhstan. The Company through
its subsidiary Firecreek Petroleum, Inc. holds interests primarily
in gas wells located in Sweetwater County, Wyoming. As of January
1, 2006, the initial wells had total gross proved reserves of
2,367,977 thousand cubic feet of natural gas. Firecreek Petroleum,
Inc. owns a 50% working interest in the initial wells.
WHEREAS, CONSULTANT is
engaged in providing investor relations and business services for
publicly-traded companies.
WHEREAS, the Company
desires to obtain the benefits of CONSULTANT's experience and
know-how, and accordingly, the Company has offered to engage
CONSULTANT to render consulting and advisory services to the
Company on the terms and conditions hereinafter set
forth.
WHEREAS, CONSULTANT
desires to accept such engagement upon such terms and conditions
hereinafter set forth.
NOWTHEREFORE in
consideration of the foregoing, the parties agree as follows:
Section 1.
SERVICES RENDERED
CONSULTANT;
1. Seacoast Advisors,
Inc. is engaged by the Company to create and execute and/or arrange
for the creation and execution of a public awareness campaign. Will
also post corporate profile of the Company various websites
including but not limited to ‘microStockProfit.com’
.
2. Shall assist
telephone and email inquiries from potential investors.
3. Shall fulfill
requests from potential investors for Company information via email
or U.S. mail; all such Company information shall be pre approved by
the Company.
4. Shall do design and
layout work for a corporate direct mailing campaign, oversee the
printing and delivery to potential investors, and respond and/or
reply to all requests for additional information. (The cost of
printing and postage are an additional expense to the
company).
5. Shall perform any
other services agreed to verbally or electronically.
Section 2.
COMPENSATION
(a) CASH. The Company
shall pay to the Consultant a non-refundable cash fee of thirty
five thousand dollars ($35,000). The payment is due immediately
upon execution of the Agreement.
(b) OTHER COMPENSATION.
The Company shall issue to the Consultant, five million
(5,000,000) shares of its restricted Common Stock issued
pursuant to Rule 144.
(c) REIMBURSEMENT OF
EXPENSES. The Company shall reimburse Consultant for those
reasonable and necessary out-of-pocket expenses (including but not
limited to travel, transportation, lodging, meals, postage, etc.)
which have been incurred by Consultant in connection with the
rendering of services hereunder. Expenses are subject to prior
written approval and consent by the Company. Any reimbursement to
be made by the Company pursuant to this Section shall be made
following submission to the Company by Consultant of reasonable
documentation of the expenses incurred.
(d) SHAREHOLDERS LIST.
The Company shall provide to the Consultant a current copy of their
Shareholders/NOBO list.
(e) The Consultant shall
be responsible for all of their own taxes arising or related to
compensation in this Agreement.
Section 2.1
RESTRICTIONS
(a) INVESTMENT
INTENT. Consultant agrees that the shares being issued pursuant to
this agreement may be sold, pledged, assigned, hypothecate or
otherwise transferred, with or without consideration (a
“Transfer”), only pursuant to an effective registration
statement under the 1933 Act, or pursuant to an exemption from
registration under the 1933 Act, the availability of which is to be
established to the satisfaction of Company.
(b) RESTRICTED
SECURITIES. The Consultant understands common shares underlying
this Agreement will be deemed as "restricted securities”
under applicable U.S. federal and state securities laws inasmuch as
they are being acquired from the Company in a transaction not
involving a public offering and that pursuant to these laws and
applicable regulations, the Lender must hold the Shares unless they
are registered with the Securities and Exchange Commission and
qualified by state authorities, or an exemption from such
registration and qualification requirements is available. The
Lender further acknowledges that if an exemption from registration
or qualification is available, it may be conditioned on various
requirements including, but not limited to, the time and manner of
sale, the holding period for the Shares, and on requirements
relating to the Lender which are outside of the Company’s
control, and as to which the Company is under no obligation and may
not be able to satisfy. In this connection, the Lender represents
that it is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby and by the
Securities Act.
(c) VOTING. To the
extent available under Nevada Revised Statutes or a period of one
year, Consultant agrees to Vote with and for Management, including
at elections, and issues presented to a vote of the Shareholders,
from time to time, and therefore to be consistent in its voting
with various terms of Voting Agreements in place with Management,
and other Shareholders providing similar consent action by specific
proxy or other acceptable written method.
Section 3.
RELATIONSHIP OF
PARTIES
This Agreement shall not
constitute an employer-employee relationship. It is the intention
of each party that CONSULTANT shall be an independent contractor
and not an employee of the Company. All compensation paid to
CONSULTANT shall constitute earnings to CONSULTANT and be
classified as normal income. The Company shall not withhold any
amounts therefrom as U.S. federal or state income tax withholding,
or as employee contribution to Social Security or any other
employer withholding applicable under state or federal
law.
Section 4.
TERM
The term of this
Agreement shall be three (3) months commencing April 1, 2007, and
may be extended by Company for an additional 3 months. Any
extension will be subject to a new option or warrant package to be
established, with terms acceptable by the Company and CONSULTANT in
writing signed by both parties and attached as an Exhibit hereto.
Section 5.
TERMINATION
This Agreement may be
terminated by either party with cause only, and only under the
following circumstances; when either party (i) knowing and
willfully breaches any term(s) of this Agreement, or (ii)
knowing and willfully commits any act(s) related to the normal
conduct of business which are unlawful, or any serious criminal
action as promulgated pursuant to local, state, or federal law or
laws governing the sovereignty of Israel.
Termination of the
Agreement does not relieve the Company of its obligation to
remunerate CONSULTANT pursuant to the terms of this Agreement. Upon
termination, any outstanding remuneration due CONSULTANT for
services rendered shall be paid within 3 (three) business days
following termination.
Section 6.
INDEMNIFICATION
(a) In consideration of
CONSULTANT’ execution and delivery of the this Agreement in
addition to all of The Company’s other obligations under this
Agreement, The Company shall defend, protect, indemnify and hold
harmless CONSULTANT and all
