RIGHT OF FIRST REFUSAL AGREEMENT

THIS RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”) is entered into effective as of May 18, 2009, by and between FIRECREEK PETROLEUM, INC., a Delaware corporation (“FPI”), and EGPI Firecreek, Inc., a Nevada corporation (“EGPI”).

A.           EGPI has this day assigned and transferred to Firecreek Global, Inc., a Delaware corporation, all of the issued and outstanding shares of the capital stock in FPI.

B.           As a wholly owned subsidiary of EGPI, FPI previously was involved in seeking international oil and gas opportunities in certain overseas countries. In connection with the assignment and transfer of the issued and outstanding shares of the capital stock in FPI, it was agreed that FPI would grant a right of first refusal to EGPI in the event that the prior activities of FPI during the time it was a subsidiary of EGPI should lead to obtaining and closing on any such oil and gas opportunities.

C.           This Agreement is entered into to evidence the terms and conditions governing the right of first refusal granted by FPI to EGPI.

NOW THEREFORE, in consideration of the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FPI and EGPI agree as follows:

1.            Definitions .

(a)           “Covered Country” means Kazakhstan, Ukraine, Libya, Turkey, Romania or Russia.

(b)           “Covered Project” means an oil or gas exploration or development project which is or will be situated in a Covered Country, and which is an exploration and development project created, developed or promoted by FPI for its own account. Service Projects are expressly excluded from the definition of Covered Projects.

(c)           “Person” means an individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an estate or another form of entity or organization.

(d)           “Service Project” means an oil or gas exploration or development or rehabilitation  project with respect to which FPI (i) will act as contracted operator or contracted technical advisor, or perform services (including, without limitation, technical services, advisory services and broker services) and receive cash or other compensation for such services, and (ii) will not be required to make an investment of funds to acquire or earn an ownership interest in the project (other than the expenditure of funds to cover pre-closing travel-related expenses during the process of negotiating the terms of participation in the project).

2.            Grant of Right of First Refusal . Subject to the terms, conditions, provisions and definitions of this Agreement, FPI grants to EGPI the right of first refusal to participate in Covered Projects, the opportunity for which arises after the date hereof and during the period of time ending on the date which is two (2) years after the date hereof, on the following basis:

(a)           If FPI is offered the opportunity to participate in a Covered Project, then FPI shall offer to EGPI, in the manner stated herein, the right of first refusal to participate in such Covered Project to the extent of one-half (1/2) of the interest offered to FPI; provided that all services to be performed in connection with any Covered Project, whether as contract operator or otherwise, and all compensation to be paid in respect of such services, shall remain solely with FPI, and EGPI’s right of first refusal shall extend only to the righ