EX-10.1 PURCHASE AND SALE AGREEMENT

EX-10.1

PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (this “Agreement” ), dated as of November 10, 2005, is made and entered into by and between NEWPORT OIL CORPORATION, a Florida corporation ( “Seller” ), and FIRECREEK PETROLEUM, INC., a Delaware corporation ( “Purchaser” ).

     A.      Seller owns various oil and gas properties, either of record or beneficially;

     B.      Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the assets, properties and rights of Seller hereinafter described, in the manner and upon the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound by the terms hereof, agree as follows:

ARTICLE I
Purchase and Sale

     1.1      Purchase and Sale . Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase, accept and pay for the Assets (as defined in Section 1.2) .

     1.2      Assets . As used herein, the term “Assets” means a fifty percent (50%) undivided interest in the following:

               (a)      The estates and mineral rights created by the oil and gas leases (the “Leases” ) described in Exhibit “A” attached hereto, insofar and only insofar as the Leases cover and relate to the lands described in Exhibit “A” (the “Lands” ), and all oil, gas, water disposal and other wells (the “Wells” ) located on the Lands or on lands pooled therewith, together with all of Seller’s interest in the rights and appurtenances incident thereto;

               (b)      All of Seller’s rights in, to and under, and obligations arising from, all agreements relating to the Lands, Leases or Wells, including, but not limited to, joint operating agreements, unitization agreements, pooling agreements, farmout agreements, drilling agreements, exploration agreements, oil or gas product purchase and sale contracts, gas processing or transportation agreements, leases, permits, rights-of-way, easements, licenses, options, orders and decisions of state and federal regulatory authorities establishing units;

               (c)      All fixtures, personal property (including all pits and ponds), facilities and equipment, used or held for use or charged to the Lands, Leases, or Wells for the production, treatment, sale or disposal of hydrocarbons or water produced therefrom or attributable thereto; and

               (d)     All books, files, data and records in Seller’s possession relating to the Lands, Leases or Wells, or the maintenance or operation thereof (the “Records” ); reserving, however, the rights with respect to such Records granted to Seller in Section 1.4 hereof.

     1.3      Effective Time . Possession of the Assets shall be transferred from Seller to Purchaser at the Closing, but ownership shall be effective as of 7:00 A.M. (local time where the Assets are located) on November 15, 2005, Tampa, Florida time (the “Effective Time” ). Seller shall be entitled to any production revenues or other amounts realized from and accruing to the Assets prior to the Effective Time, and shall be liable for the payment of all expenses attributable to the Assets prior to the Effective Time except expenses attributable to obligations assumed by Purchaser in Section 9.4. Purchaser shall be entitled to any production revenues or other amounts realized from and accruing to the Assets and arising subsequent to the Effective Time, and shall be liable for the payment of all expenses attributable to the Assets subsequent to the Effective Time and attributable to pre-Effective Time obligations assumed by Purchaser in Section 9.4.

     1.4      Records . Seller shall deliver a copy of the Records to Purchaser within a reasonable amount of time after Closing, but Seller shall retain possession of the originals of the Records.

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ARTICLE II
Purchase Price

     2.1      Purchase Price . The cash purchase price for the Assets shall be Four Hundred Seventy-Five Thousand Dollars ($475,000.00) (the “Purchase Price” ) subject to adjustment as set forth in Section 10.4.

     2.2      Payment of Purchase Price . The Purchase Price shall be paid at Closing (hereinafter defined), wire transfer of immediately available funds to an account designated by Seller.

ARTICLE III
Title Matters

     3.1      Seller’s Title .

               (a)      Concurrently with conveyance of the Assets to Purchaser, Purchaser and Seller will enter into the Operating Agreement described in Section 7.4, which envisions that two wells in Section 16 of Township 21 North, Range 99 West, 6 ^th P.M., will be worked over. Seller’s title to such 640 acre tract containing such two wells is attached as Exhibit “B-1” hereto. The parties accept such title status with the agreement and understanding that subsequent to Closing the parties will engage a local law firm specializing in oil and gas law in the area of such wells to use reasonable efforts to eliminate the discrepancies described in Exhibit “B-1” and the parties will each pay one-half of the cost of the legal fees for such clean-up title to the 640 acre tract containing the two wells.

               (b)      Exhibit “B-2” hereto states the status of title to a 320 acre tract containing a third well which the parties would like workover (referred to as well “UPRR Patented 13-9” in Exhibit “B-2” ), but which is subject to an overriding royalty interest convertible to an undivided 50% working interest at payout, now held by Anadarko Land Corp. ( “Anadarko” ). The parties accept the title status of Exhibit “B-2” with the agreement and understanding that subsequent to Closing (i) the parties will engage a local law firm specializing in oil and gas law in the area of such wells to use reasonable efforts to eliminate the discrepancies described in Exhibit “B-2” and the parties will each pay one-half of the cost of the legal fees for such clean-up title to the 320 acre tract containing the such third well, and (ii) Seller will approach Anadarko to attempt to obtain a waiver of the conversion right held by Anadarko. The parties agree that they will not work-over this third well until they have reached a mutually satisfactory resolution of this conversion right. This paragraph will survive Closing until such satisfactory resolution has been reached.

               (c)      No title report has been run on any of the other land or leases described in Exhibit “A” . The parties agree that they will run title on the land containing each new well to be drilled prior to drilling such new well and their respective obligations under the Operating Agreement will be subject to their mutual approval of the status of title to such land prior to commencing drilling operations on each such new well. As to acceptance of title reports to be obtained after Closing, the parties agree that title as shown by such reports will be deemed acceptable to the parties if such title is “Defensible Title” as defined in Section 3.2.

               (d)      The conveyance to be delivered by Seller to Purchaser shall be substantially in the form of Exhibit “C” hereto and shall be without warranty of title, other than a special warranty by, through and under Seller. As reasonably requested by Purchaser, Seller also agrees to execute and deliver at and after Closing such other assignments, bills of sale and other documents which are appropriate to transfer the Assets to Purchaser.

     3.2      Definition of Defensible Title . As used in this Agreement, the term “Defensible Title” shall mean:

               (a)      As to each Lease, that title of Seller to each Lease:

               (b)      As to Assets other than Leases, that Seller’s title thereto grants to Seller, and will grant to Purchaser at Closing, benefits and burdens of ownership therein to the following extent: (i) with respect to personal property, facilities and equipment located on the Land and Leases, such title is free and clear of all liens,

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encumbrances and defects arising by, through or under Seller, except for Permitted Encumbrances, and (ii) with respect to all other personal property, facilities and equipment included in the Assets, such title represents and includes all of Seller’s right, title and interest therein.

     3.3       Definition of Permitted Encumbrances . As used herein, the term “Permitted Encumbrances” means:

               (a)      Lessors’ royalties, overriding royalties, reversionary interests and similar burdens of record;

               (b)      Division orders and sales contracts;

               (c)      Preferential rights to purchase and required third-party consents and similar agreements with respect to which waivers or consents are obtained from the appropriate parties or the appropriate time period for asserting the right has expired without an exercise of the rights;

               (d)      Liens for taxes or assessments not yet delinquent or, if delinquent, that are being contested in good faith in the normal course of business;

               (e)      Materialmen’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s and other similar liens or charges arising in the ordinary course of business to the extent (i) they have not been filed pursuant to law, or (ii) if they have been filed pursuant to law, they have not yet become due and payable or payment is being withheld as provided by law, or (iii) their validity is being contested in good faith by appropriate action;

               (f)      All rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests therein if they are customarily obtained subsequent to the sale or conveyance;

               (g)      Conventional rights of reassignment requiring ninety (90) days or less notice to the holders of the rights;

               (h)      Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations; (i) All other liens, charges, encumbrances, contracts, agreements, instruments, obligations, defects and irregularities affecting the Leases which taken individually or together:

               (i)      do not interfere materially with the operation, value or use of any of the Assets, (ii) do not materially prevent Purchaser from receiving the proceeds of production from any of the Wells or Leases, (iii) do not adversely affect the interest of Seller with respect to all oil and gas produced from any Lease or Well, or (iv) do not increase the portion of the costs and expenses relating to any Lease or Well that Seller is obligated to pay above that which it is currently paying;

               (j)      All rights reserved to or vested in any governmental, statutory or public authority to control or regulate any of the Leases or Wells in any manner, and all applicable laws, rules and orders of governmental authority;

               (k)      Any encumbrance on or affecting the Assets which is assumed, bonded or paid by Purchaser at or prior to Closing or which is discharged at or prior to Closing;

               (l)      The terms and conditions of existing contracts comprising a part of the Assets, including but not limited to, any and all production imbalances.

ARTICLE IV
Pre-Closing and Closing Actions

     4.1      Time and Place of Closing . Consummation of the purchase and sale transaction as contemplated by this Agreement (the “Closing” ), shall, unless otherwise agreed to in writing by Purchaser and Seller, take place at the offices of Purchaser at 10:00 a.m., Fort Worth, Texas time, on November 11, 2005 (the “Closing Date” ).

     4.2      Access to Records . Prior to the Closing Date, Seller has given Purchaser and its representatives access to, and the right to copy, at Purchaser’s expense, the Records in Seller’s possession directly relating to the Assets, but only to the extent that Seller could do so without violating any confidentiality or contractual obligation to a third party and to the extent that Seller has authority to grant such access.

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     4.3      Government Reviews . Seller and Purchaser shall in a timely manner (a) make all required filings, if any, with and prepare applications to and conduct negotiations with, each governmental agency as to which such filings, applications or negotiations are necessary or appropriate in the consummation of the transactions contemplated hereby, and (b) provide such information as each may reasonably request to make such filings, prepare such applications and conduct such negotiations. Each party shall cooperate with and use all reasonable efforts to assist the other with respect to such filings, applications and negotiations.

     4.4      Independent Investigation and Disclaimer . Prior to the execution of this Agreement, Purchaser has been afforded the opportunity to inspect the Assets and to examine the records of Seller at Seller’s offices with respect to the Assets, and has been afforded access to all information in Seller’s possession with respect to the Assets. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO, AND SELLER HEREBY EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR AS TO ANY OTHER INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO PURCHASER BY OR ON BEHALF OF SELLER (INCLUDING, WITHOUT LIMITATION, THE EXISTENCE OR EXTENT OF OIL, GAS OR OTHER MINERAL RESERVES, THE RECOVERABILITY OF OR THE COST OF RECOVERING ANY SUCH RESERVES, THE VALUE OF SUCH RESERVES, ANY PRODUCTION PRICING ASSUMPTION, PRESENT OR PAST PRODUCTION RATES, COMPLIANCE WITH LEASE TERMS, THE CONDITION OF ANY WELL, AND THE ABILITY TO SELL OIL OR GAS PRODUCTION AFTER CLOSING).

     4.5      Existing Condition . The Assets have been utilized for, among other things, the purpose of exploration, development and production of oil and gas. Purchaser acknowledges that wastes, including, but not limited to, crude oil, natural gas, natural gas liquids, produced water, and other wastes associated with oil and gas production and exploration operations, may have been spilled, released or disposed of on-site by, among other ways, placement in pits, burial, land farming, land spreading and underground injection, into or onto the Assets. In addition, Purchaser acknowledges that some oil field production equipment may contain asbestos and/or naturally-occurring radioactive material. By executing this Agreement, Purchaser agrees to accept responsibility and liability for the condition of the Assets and agrees that any conveyance of the Assets will be on an “AS IS” and “WHERE IS” basis.

     4.6      Pre-Closing Action . Seller and Purchaser shall use all reasonable efforts to cause all of the conditions precedent to the consummation of the transactions contemplated by this Agreement applicable to each of them to be met as promptly as possible and to take all such other actions as may be reasonably necessary to effect the consummation of the transactions contemplated by this Agreement.

     4.7      Letters-in-Lieu, Assignments and Notices .

               (a)      Seller shall deliver as soon as reasonably possible after Closing fully executed Letters in Lieu of Division and Transfer Orders relating to the Assets on forms prepared by Purchaser and reasonably satisfactory to Seller to reflect the transactions contemplated hereby.

               (b)      To the extent that Purchaser determines after Closing that any other assignments should have been executed at Closing to properly and fully convey the Assets to Purchaser (in addition to the assignment attached as Exhibit “C” hereto, and “state-approved” assignment forms to be filed with the State of Wyoming, all of which will be executed at Closing), Purchaser shall prepare and deliver the same to Seller for execution. Seller agrees to execute and permit Purchaser to record and/or file such assignments if the same are reasonably necessary to evidence conveyance of the Assets in accordance with the laws of the State of Wyoming and, in the case of assignments recorded in county records, the same are substantially in the form of Exhibit “C” .

               (c)      Purchaser shall prepare and Seller and Purchaser shall execute on or as soon as reasonably practical after Closing any assignments necessary to convey to Purchaser any applicable federal, state or Indian leases in the form or forms prescribed by the applicable governmental body.

     4.8      Public Announcements . Each party hereto shall consult with the other party hereto prior to any public announcement by such party regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby; provided, however, the foregoing shall not restrict disclosures by Purchaser or Seller in compliance with applicable securities or other laws or in compliance with existing loan or other agreements binding such party (or its affiliated companies), in such party’s discretion.

     4.9      Information Confidential . Purchaser and Seller shall hold in strict confidence all aspects of the transactions contemplated by this Agreement and all information and data concerning the Assets and obtained in

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connection with the transactions contemplated by this Agreement (other than information and data that becomes generally available to the public other than through disclosure by a party hereto or its partners, officers, employees or representatives) and without the prior written consent of the other party hereto neither Purchaser nor Seller shall disclose any such information to anyone other than to its officers, employees and representatives; provided, however, the foregoing shall not restrict disclosures by Purchaser nor Seller in compliance with applicable securities or other laws in such party’s discretion or in compliance with existing loan or other agreements binding such party (or its affiliated companies). The aforesaid obligation shall terminate on the earlier to occur of (a) the Closing Date, or (b) as the information and data in question become generally available to the public other than through the breach by either party or its partners, officers, employees or representatives of said obligation. Seller agrees that after the Closing it will hold in strict confidence and not disclose to anyone other than its representatives any information and data concerning the Assets provided to Purchaser in connection with the transactions contemplated by this Agreement, unless such information and data have become generally available to the public other than through disclosure by Seller or its partners, officers, employees or representatives. If this Agreement is terminated for any reason, Purchaser shall, at Seller’s request, promptly return to Seller all information and data furnished or made available by Seller to Purchaser and obtained by Purchaser in the course of its investigation of the Assets and Purchaser agrees not to retain copies of any such information or data in such event, to keep all such information and data confidential, and not to disclose any such information or data to any third party without obtaining the prior written consent of Seller to such disclosure unless such information and data have become generally available to the public other than through disclosure by Purchaser or its officers, employees or representatives or unless otherwise required under applicable securities or other laws or by existing loan or other agreements binding such party (or its affiliated companies).

     4.10     Indemnity Regarding Access . Purchaser agrees to indemnify, defend and hold harmless Seller, its directors, officers, employees, agents and representatives from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs, expenses of litigation and reasonable attorneys’ fees) in connection with personal injuries, including death or property damage arising out of or relating to the access of Purchaser, its officers, employees, and representatives to the Assets and to the records and other related information as permitted under this Agreement.

     4.11     Operation of Business . From the date hereof until the Closing Date, Seller (a) s