CORPORATE ADVISORY AGREEMENT
Exhibit 10.1
This
“Corporate Advisory Agreement” is entered into this 7th
day
of December 2006 by and between Xxxxxx Xxxxxx or Nominee (“SA” or the
“Consultant”) and EGPI Firecreek, Inc., Inc. (“EGPI Firecreek, Inc.” or the
“Company’).
I. ENGAGEMENT.
EGPI
FIRECREEK, INC. hereby engages and retains SA as a Corporate Advisor to perform
the Services (as that term is hereinafter defined) and SA hereby accepts such
appointment on the terms and subject to the conditions hereinafter set forth
and
agrees to use its best efforts in providing such Services.
II. INDEPENDENT
CONTRACTOR.
SA shall
be,
and in all respects shall be deemed to be, an independent contractor in the
performance of its duties hereunder, any law of any jurisdiction to the contrary
notwithstanding. SA shall be solely responsible for making all payments to
and on behalf of its employees and subcontractors, including those required
by
law, and EGPI FIRECREEK, INC. shall in no event be liable for any debts or
other
liabilities of SA. SA shall not, by reason of this Agreement or the
performance of the Services, be or be deemed to be, an employee, agent, partner,
co-venturer or controlling person of EGPI FIRECREEK, INC., and SA shall
have no power to enter into any agreement on behalf of, or otherwise bind EGPI
FIRECREEK, INC. Subject to the following sentence, SA shall not have
or be deemed to have, fiduciary obligations or duties to EGPI FIRECREEK,
INC. and shall be free to pursue, conduct and carry on for its own account
(or
for the account of others) such activities, employments, ventures, businesses
and other pursuits as SA in its sole, absolute and unfettered discretion, may
elect. Notwithstanding the above, no activity, employment, venture,
business or other pursuit of SA during the term of this Agreement shall conflict
with SA’s obligations under this Agreement or be adverse to EGPI FIRECREEK,
INC.’s interests during the term of this Agreement.
III. SERVICES.
1. Services.
SA agrees to provide Corporate Advisory services to EGPI FIRECREEK, INC.,
which shall include, but not be limited to, the following services (hereafter
collectively referred to as the “Services”):
(a) Advise
and assist EGPI FIRECREEK, INC. in identifying one or more individuals,
firms or entities (the “Candidate(s)”) who may have an interest in providing
debt or investment capital in the form of bridge Financing, private placement
Financing, public equity Financing, any other sale of Securities or in pursuing
a Business Transaction with EGPI FIRECREEK, INC.. As used in this
Agreement, the term “Business Transaction” shall be deemed to mean any form of
merger, acquisition, joint venture, licensing agreement, product sales and/or
marketing agreement, distribution agreement, combination and/or consolidation,
involving EGPI FIRECREEK, INC. and/or any of its affiliates and any other
entity. For the purposes of this Agreement, "Security"
shall
mean: (i) any stock or other security or ownership interest of the Company
(or entity succeeding or surviving the Company in the case of an M&A
Transaction) of the class, series and with the same terms as is issued in
connection with a Financing or M&A Transaction (as defined below), as the
case may be, or (ii) if no such stock, security or ownership interest is issued
in connection with a Financing or M&A Transaction, the existing common stock
or unit of ownership interest of the Company (or entity succeeding or surviving
the Company in the case of an M&A Transaction).
(b) Advise
EGPI FIRECREEK, INC. on obtaining introductions to potential institutional
investors, merchant bankers, investment bankers or other institutions that
may
have an interest in participating in a Business Transaction with EGPI FIRECREEK,
INC..
(c) Advise
EGPI FIRECREEK, INC. in preparing presentations to potential institutional
investors, merchant bankers, investment bankers or other institutions that
may
have an interest in participating in a Business Transaction with EGPI FIRECREEK,
INC. Such assistance shall include assisting EGPI FIRECREEK, INC. in
assembling all internal financial and operational information that a third
party
would expect to review in connection with its due diligence review of EGPI
FIRECREEK, INC., preparing an analysis of EGPI FIRECREEK, INC.’s industry;
preparing an executive summary of EGPI FIRECREEK, INC.’s business plan and
financial forecasts. It is understood that EGPI FIRECREEK, INC. shall be
the Author of all such materials, but that SA will assist management of EGPI
FIRECREEK, INC. in preparing this information.
(d) Advise
EGPI FIRECREEK, INC. in the selection and retention of one or more investor
relations firms which may be retained by EGPI FIRECREEK, INC. to provide
information concerning EGPI FIRECREEK, INC. to a variety of third parties
through various media.
(e) Advise
EGPI FIRECREEK, INC. on technical, legal and accounting due diligence aspects
of
acquiring related businesses, to enable well informed decision making
methodology. Additionally, introduce appropriate interim strategies to
efficiently merge cultural differences in rapidly changing financial
structures.
(f) Introduce
EGPI FIRECREEK, INC. to potential targets for acquisition.
(g) Identify,
analyze, structure and/or negotiate sales and/or acquisitions of other
businesses, including without limitation, through merger, stock purchase, and
any other structure relating to such sales or acquisitions
SA
shall
not perform any services that would require it to hold a securities
broker-dealer license or to register in any capacity with the U.S. Securities
and Exchange Commission, the California Department of Corporations, or any
other
regulatory agency or SRO.
For
purposes of this Agreement, a “Financing” shall mean any purchase of any debt or
equity securities of the Company. An “M&A Transaction” shall mean (i)
any merger, consolidation, reorganization or other business combination pursuant
to which the businesses of a third party are combined with that of the Company,
(ii) the acquisition, directly or indirectly, by the Company of all or a
substantial portion of the assets or common equity of a third party by way
of
negotiated purchase or otherwise, (iii) the acquisition, directly or indirectly,
by a third party of all or a substantial portion of the assets or common equity
of the Company by way of negotiated purchase or otherwise, or (iv) any joint
venture, licensing agreement, royalty agreement, distribution agreement or
any
similar transaction to which the Company is party.
2. Best
Efforts. SA
shall devote such time and effort, as both parties deems commercially reasonable
and adequate under the circumstances, to the affairs of EGPI FIRECREEK, INC.
to
render the Services contemplated by this Agreement. SA is not responsible
for the performance of any Services that may be rendered hereunder without
EGPI
FIRECREEK, INC. providing the necessary information in writing prior thereto,
nor shall SA provide any services that constitute the rendering of any legal
opinions or performance of work that is in the ordinary purview of the certified
public accountant. SA cannot guarantee results on behalf of EGPI
FIRECREEK, INC., but shall pursue all reasonable avenues available through
its
network of contacts. At such time as an interest is expressed by a third
party, SA shall notify EGPI FIRECREEK, INC. and advise it as to the source
of
such interest and any terms and conditions of such interest. The
acceptance and consummation of any transaction is subject to acceptance of
the
terms and conditions by EGPI FIRECREEK, INC. in its sole discretion. It is
understood that a portion of the compensation paid hereunder is being paid
by
EGPI FIRECREEK, INC. to have SA remain available to advise it on transactions
on
an as-needed basis.
3. Availability
of SA.
In conjunction with the Services, SA agrees to:
(a) Make
itself available to the officers of EGPI FIRECREEK, INC. at a mutually agreed
upon place during normal business hours unless mutually acceptable for
reasonable periods of time, subject to reasonable advance notice and mutually
convenient scheduling, for the purpose of advising EGPI FIRECREEK, INC. in
the
preparation of such reports, summaries, corporate and/or transaction profiles,
due diligence packages and/or other material and documentation (“Documentation”)
as shall be necessary, in the opinion of SA, to properly present EGPI FIRECREEK,
INC. to other entities and individuals that could be of benefit to EGPI
FIRECREEK, INC..
(b) Make
itself available for telephone conferences with the principal sales and/or
operating officer(s) of EGPI FIRECREEK, INC. during normal business
hours.
4. Authority
to Engage Other Service Providers.
SA shall have the authority to engage other third parties to assist it in
providing services to EGPI FIRECREEK, INC., and to pay compensation to such
third parties, including but not limited to portions of its compensation to
be
received under this Agreement. EGPI FIRECREEK, INC. shall not be
responsible for the fees or other charges of such third parties unless and
to
the extent that EGPI FIRECREEK, INC. otherwise agrees with SA or such third
party by its written signed authorization acknowledged by SA or such third
party.
IV. EXPENSES.
1. General
Expenses.
It is expressly agreed and understood that each party shall be responsible
for its own normal and reasonable out-of-pocket expenses which shall include,
but shall not be limited to, accounting, long distance communication, and the
printing and mailing of materials between the parties hereto; provided, however,
that this shall not include expenses incurred by SA in connection with the
reproduction, printing or special delivery of Business Plans, Corporate Profiles
or other similar documents, and such expenses shall be approved in advance
and
in writing by EGPI FIRECREEK, INC.
2. Travel
Expenses.
Any travel expenses incurred by SA in the rendering of its Services
hereunder shall be reimbursed by EGPI FIRECREEK, INC. on a monthly basis.
This shall only apply to travel that is requested by or approved in
advance and in writing by EGPI FIRECREEK, INC.
V. COMPENSATION. In
consideration for the Services rendered pursuant to this Agreement, EGPI
FIRECREEK, INC. agrees that SA shall receive the following
compensation:
1. Equity
Compensation.
SA (or any designee) shall receive equity compensation in the amount of
twenty million (20,000,000) common restricted shares of the company upon signing
this agreement. SA agrees to file a 13D or other regulatory filing as or if
required and where applicable.
2. RESTRICTIONS.
a. INVESTMENT
INTENT. Lender 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 Lender 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,
SA 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.
VI. ADDITIONAL
ADVISORY FEES.
1. EGPI
FIRECREEK, INC. agrees to consider engagement of SA as a consultant in
connection with future Business Transactions on terms mutually agreeable in
writing providing for Services commensurate with those provided under this
Agreement and compensation payable to SA appropriate for the scope of services
and the size of the proposed Business Transactions as long as SA has provided
to
EGPI Firecreek, Inc. by virtue of its current consulting work or introductions
to debt or equity financing, a closed Business Transaction to the benefit of
EGPI Firecreek Inc. in the amount of three million dollars ($3,000,000).
2. Without
limiting the generality of the foregoing Section 1, SA shall receive
compensation for successful M&A transaction involving the Company of six
percent (6%) of the first million dollars ($1,000,000) of Consideration, four
percent (4%) of the second million dollars ($2,000,000) of Consideration, two
percent (2%) of the third million ($3,000,000) and a flat one percent (1%)
of
the total consideration that exceeds three million dollars ($3,000,000).
Warrants may be included as additional Consideration for a successful M&A
transaction. Any Warrants will be subject to terms, provisions and conditions
then acceptable by the Company and SA and set forth in exhibit “A” hereto. For
the purposes of this Agreement, "Consideration"
and any
definition thereof shall be determined on a case by case basis, mutually
agreeable in writing, and as then may be applicable.
3. For
any
Business Transaction resulting in a Equity Financing closing at any time prior
to the end of this Agreement, with respect to which SA has provided Services
under this Agreement, SA will receive 10% of cash compensation. Warrant
Compensation will be set forth in Exhibit “B” attached hereto. EGPI FIRECREEK,
INC. shall pay this compensation with respect to any Business Transactions
for a
period of 18 months after the termination of this Agreement. EGPI
FIRECREEK, INC. acknowledges that such compensation shall be paid as part of
the
consideration for all services SA has provided which has resulted in a closed
Equity Financing Business Transaction.
4. For
any
Business Transaction resulting in a Debt Financing closing at any time prior
to
the end of this Agreement, with respect to which SA has provided Services under
this Agreement, SA will receive as a minimum 2% of cash
compensation.
VII. REPRESENTATIONS,
WARRANTIES AND COVENANTS.
1. Disclosure
of Information. EGPI
FIRECREEK, INC. covenants that it will provide SA to the best of its ability
with complete, accurate and truthful information and with all material facts
that will enable SA to assist EGPI FIRECREEK, INC. in the preparation of due
diligence materials and reports that accurately describe EGPI FIRECREEK, INC.,
its financial condition and business operations and do not contain any
misleading information or omissions to state information that would make such
materials or reports misleading. SA covenants that it will disclose information
concerning EGPI FIRECREEK, INC. only as required to perform its services
hereunder or as approved by EGPI FIRECREEK, INC.
2. Cooperation
and Delivery of Corporate Information.
EGPI FIRECREEK, INC. will cooperate with SA, and will promptly provide SA
with all pertinent materials and requested information in order for SA to
perform its Services pursuant to this Agreement
3. Timely
Information and Updates. EGPI
FIRECREEK, INC. shall use its commercially reasonable efforts to keep
SA up to date and apprised of all business, market and legal developments
related to EGPI FIRECREEK, INC. and its operations and management, including
the
following:
(a) copies
of
all amendments, revisions and changes to its business and marketing plans,
banking agreements or debt facilities, bylaws, articles of incorporation,
private placement memoranda, key contracts, employment and consulting agreements
and other operational agreements;
(b) copies
of
all communications, forms, reports and registration statements filed with any
state or federal securities administrator, including without limitation, the
Securities and Exchange Commission (the “SEC”), and the National Association of
Securities Dealers, Inc. (“NASD”);
(c) monthly,
quarterly and annual financial statements, including balance sheets, income
statements, cash flows and all other documents provided or generated by EGPI
FIRECREEK, INC. in the normal course of its business and requested by SA
from time to time.
4. Corporate
Authority. Both
EGPI FIRECREEK, INC. and SA have full legal authority to enter into
this Agreement and to perform their respective obligations as provided for
in
this Agreement. The individuals whose signatures appear below are
authorized to sign this Agreement on behalf of their respective
corporations.
5. SA
Ability.
SA represents and warrants to EGPI FIRECREEK, INC. that (a) it has the
experience and ability as may be necessary to perform all the required Services
with a high standard of quality, (b) all Services will be performed in a
professional manner, and (c) all individuals it provides to perform the Services
will be appropriately qualified and subject to appropriate agreements concerning
the protection of trade secrets and confidential information of EGPI FIRECREEK,
INC. which such persons may have access to over the term of this
Agreement.
6. Non-solicitation.
Pursuant to this Agreement, it is contemplated that SA shall supply to the
Company and its officers and directors certain information concerning investors.
Neither the Company, nor any of its majority owned or controlled entities,
or any of their officers and directors, or any affiliates, associates,
employees, consultants, or other related parties, shall, without the prior
written consent of SA, contact any of such investors and other entities
introduced directly or indirectly by SA to EGPI FIRECREEK, INC. for the purpose
of an investment in the Company or an investment in any other entity or
enterprise controlled by or affiliated with the Company or its directors,
officers or employees. EGPI FIRECREEK, INC., its controlled
entities, officers, directors, affiliates, employees or other related parties
shall not, either directly or indirectly, whether with or through any person,
firm, partnership, corporation or other entity or venture now existing or
hereafter created, solicit or employ, or attempt to solicit or employ, any
person who is or has been within the preceding twelve (12) months an officer,
director, partner, manager, agent, employee, subcontractor or consultant of
SA.
7.
Ex
Officio Relationship with the Company.
Pursuant to this Agreement, SA agrees to become Ex Officio member of the Board
of Directors of EGPI FIRECREEK, INC. Pursuant to the Company’s then required
nomination and approval processes SA would agree to become a member of the
Board
of Directors subject to D&O insurance suitable to and approved by
SA.
IX. TERM
AND TERMINATION.
1. From
the
date this Agreement is fully executed, the “Term” of this Agreement shall be
twelve (12) months, unless terminated by either party, with or without cause,
upon delivery of a 30 day written notice by one party to the other; provided,
however, the termination or expiration of this Agreement shall not in any way
limit, modify, or otherwise affect the rights of SA to: (i) receive its entire
compensation pursuant to the terms of this Agreement in connection with a
Financing or M&A Transaction introduced or provided by SA involving the
Company during the Term of this Agreement or subsequent to the termination
or
expiration of this Agreement, (ii) receive reimbursement of approved expenses
incurred by SA up to the date of termination or expiration of this Agreement
pursuant to the terms of Section V and VI hereof, and (iii) be protected by
the
indemnification rights, waivers and other provisions of this Agreement.
The Company hereby covenants and agrees that it shall not enter into any
M&A Transaction unless the entity succeeding or surviving such M&A
Transaction agrees in writing to be bound by all terms and conditions of this
Agreement applicable to the Company, including, without limitation, the payment
of all fees and expenses as provided herein.
2. In
the
event of early termination for any reason other than a breach of this Agreement
by SA, EGPI FIRECREEK, INC. shall pay any compensation earned under the terms
of
this Agreement which has not yet been paid by EGPI FIRECREEK, INC. to SA, if
any, including payment for all merger and acquisition activity as forth in
Article VI, and reimburse SA for all reasonable expenses incurred by SA until
the date of termination.
IX. CONFIDENTIAL
DATA.
1. SA
shall
not divulge to others, and shall cause its affiliates not to disclose to others,
any trade secret or confidential information, knowledge, or data concerning
or
pertaining to the business and affairs of EGPI FIRECREEK, INC., obtained by
SA
as a result of its engagement hereunder, except to the extent necessary for
SA
to perform its services or as otherwise authorized in writing by EGPI FIRECREEK,
INC. SA represents and warrants that it has established appropriate
internal procedures for protecting the trade secrets and confidential
information of EGPI FIRECREEK, INC., including, without limitation, restrictions
on disclosure of such information to employees and other persons who may be
engaged in rendering services to any person, firm or entity which may be a
competitor of EGPI FIRECREEK, INC..
2. EGPI
FIRECREEK, INC. shall not divulge to others, any trade secret or confidential
information, knowledge, or data concerning or pertaining to the business and
affairs of SA, obtained as a result of its engagement hereunder, unless
authorized, in writing by SA.
3. SA
shall
not be required in the performance of its duties to divulge to EGPI FIRECREEK,
INC., or any officer, director, agent or employee of EGPI FIRECREEK, INC.,
any
secret or confidential information, knowledge, or data concerning any other
person, firm or entity, which SA may have or be able to obtain other than as
a
result of the relationship established by this Agreement. SA shall notify
EGPI FIRECREEK, INC. of any arrangement(s) that is or could be considered
competitive.
4. EGPI
FIRECREEK, INC. agrees that all work product and materials generated by SA,
to
be identified and acknowledged by SA and EGPI FIRECREEK, INC. and further
acknowledged in writing for each required instance, are based on methodologies,
processes and systems which are proprietary to SA and constitute trade secrets
of SA. As a result, EGPI FIRECREEK, INC. shall not use and return all identified
and agreed SA work product and other SA materials to SA upon termination of
this
Agreement.
5. The
Company acknowledges that all advice (written or oral) given by SA to the
Company in connection with SA 's engagement hereunder is intended solely for
the
benefit and use of the Company and its Board of Directors in considering a
Financing or M&A Transaction to which the advice relates, and the Company
agrees that no person or entity, including without limitation, the Company
after
the termination of this Agreement, shall be entitled to make use of or rely
upon
the advice of SA, and no such opinion or advice shall be used for any other
purpose or reproduced, disseminated, quoted or referred to at any time, in
any
manner or for any purpose, nor may the Company make any public references to
SA,
or use SA 's name in any annual reports or any other reports or releases of
the
Company without SA 's prior written consent and unless SA remains engaged as
a
consultant by the Company. It is understood that a Form 8-K filing for any
Restricted Stock Compensation received hereunder is required for disclosure
by
the Company (Registrant) under the rules and regulations of the Securities
and
Exchange Commission.
XI. OTHER
MATERIAL TERMS AND CONDITIONS.
1. Indemnity.
(a) Indemnification
by EGPI FIRECREEK, INC.
EGPI
FIRECREEK, INC. agrees to indemnify and hold harmless SA, its affiliates and
their respective officers, directors, managers, partners, shareholders and
agents, from any claims, lawsuits or litigation arising from disputes between
EGPI FIRECREEK, INC. and any third parties other than those arising from the
gross negligence or willful misconduct of SA.
(b) Indemnification
by SA.
SA agrees to indemnify and hold harmless EGPI FIRECREEK, INC. from any
claims, lawsuits or litigation arising from disputes between SA and any third
parties other than those arising from the gross negligence or willful misconduct
of EGPI FIRECREEK, INC.
2. Arbitration. The
Parties hereto agree and acknowledge that this agreement is
subject to the provisions of the Federal Arbitration Act. Except to
the extent described in the last sentence of this paragraph, any controversy
or
claim arising out of or relating to this engagement agreement, or the breach
thereof, shall be settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, and judgment
on
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. Any arbitration proceedings will be conducted in
Orange or Los Angeles Counties, California. The arbitrator shall have no
authority to award punitive damages or any other damages not measured by the
prevailing party’s actual damages, and may not make any ruling, finding or award
that does not conform to the terms and conditions of this engagement agreement.
Notwithstanding the foregoing, nothing contained in this engagement
agreement shall be construed to restrict in any way the right of any party
hereto to seek injunctive or similar equitable relief in any court of competent
jurisdiction with respect to any threatened breach of the provisions of this
agreement or any of the respective parties’ obligations hereunder.
3. Attorneys
Fees.
In the
event any of the parties hereto are required to commence any action or
proceeding in order to enforce the obligations of the other parties hereto,
then
the prevailing party shall be entitled to reasonable attorney fees and costs
incurred in any such action.
4. Provisions.
Neither termination nor completion of the assignment shall affect the
provisions of this Agreement, which shall remain operative and in full force
and
effect.
5. Additional
Instruments.
Each of the parties shall from time to time, at the request of others,
execute, acknowledge and deliver to the other party any and all further
instruments that may be reasonably required to give full effect and force to
the
provisions of this Agreement.
6. Entire
Agreement. Each
of the parties hereby covenants that this Agreement, together with
the exhibits attached hereto as earlier referenced, is intended to and does
contain and embody herein all of the understandings and agreements, both written
or oral, of the parties hereby with respect to the subject matter of this
Agreement, and that there exists no oral agreement or understanding or expressed
or implied liability, whereby the absolute, final and unconditional character
and nature of this Agreement shall be in any way invalidated, empowered or
affected. There are no representations, warranties or covenants other than
those set forth herein.
7. Laws
of the State of California. This
Agreement shall be deemed to be made in, governed by and interpreted
under and construed in all respects in accordance with the laws of the State
of
California, irrespective of the country or place of domicile or residence of
either party.
8. Assignment.
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns; provided, however,
that SA may not assign any or all of SA’s rights or duties hereunder without the
prior written consent EGPI FIRECREEK, INC., which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, SA may assign any
portion of its Compensation as outlined herein to its employees, affiliates,
sub-contractors or subsidiaries in its sole discretion. EGPI FIRECREEK, INC.
agrees that it shall require, as a condition of closing any Business Transaction
in which EGPI FIRECREEK, INC. is not the surviving entity but the shareholders
of EGPI FIRECREEK, INC. receive a majority of the voting interests of the
surviving entity, that the surviving entity agree to assume the obligations
of
EGPI FIRECREEK, INC. under this Agreement.
9. Originals.
This Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed an original and constitute one and the same
agreement. Facsimile copies with signatures shall be given the same legal
effect as an original.
10. Notices. Each
party shall at all times keep the other informed of its principal
place of business if different from that stated herein, and shall promptly
notify the other of any change, giving the address of the new place of business
or residence. Notices provided under this Agreement shall be provided in
writing and delivered by hand, by facsimile transmission or by overnight
courier. Notices shall be deemed received upon personal receipt if
personally delivered, upon completion of facsimile transmission with electronic
evidence of receipt, or upon delivery with evidence of delivery. Notices
shall be delivered to the information set forth below the signatures of each
party hereto, or to such other address, as a party shall have provided in
writing to the other party.
11. Modification
and Waiver. A
modification or waiver of any of the provisions of this Agreement shall be
effective only if made in writing and executed with the same formality as this
Agreement. The failure of any party to insist upon strict performance of
any of the provisions of this Agreement shall not be construed as a waiver
of
any subsequent default of the same or similar nature or of any other
nature.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first written above.
XXXXXX
XXXXXX OR NOMINEE EGPI
FIRECREEK, INC.
/s/
Xxxxxx Xxxxxx /s/
Xxxxxx Xxxxxxxxx
___________________________ ___________________________
By:
Xxxxxx Xxxxxx or Nominee By:
Xxxxxx Xxxxxxxxx
Its:
Chairman, Principle Ex Off, & CFO
