EXHIBIT 10.1
EXTENSION AND AMENDMENT OF CERTAIN PROVISIONS OF
CORPORATE ADVISORY AGREEMENT
BETWEEN EGPI FIRECREEK, INC. AND XXXXXX XXXXXX;
DATED JULY 12, 2005
This "Extension and Amendment of Certain Provisions of Corporate Advisory
Agreement" is entered into this 30th day of January, 2006 by and between Xxxxxx
Xxxxxx or nominee ("SA" or the "Consultant") and EGPI Firecreek, Inc., ("EGPI
Firecreek, Inc." or the "Company").
This Agreement supersedes the agreement with AntCamp dated February 9, 2005.
AntCamp is not a party to this Agreement.
Whereas EGPI FIRECREEK, INC. for consideration contained herein, hereby wishes
to extend the term of engagement and amend certain provisions of its previously
Amended Corporate Advisory Agreement dated July 12, 2005, herein referenced and
attached on EXHIBIT "C-1" hereto, and,
Whereas SA hereby accepts such extended appointment subject to the additional
provisions contained herein which provides for a further extension of previous
term of engagement and amendment of certain provisions of the July 12, 2005
Amended Corporate Advisory Agreement between the Company and SA, hereinafter set
forth. SA agrees to use its best efforts in providing such Services.
Therefore,
1. Section III "TERM AND TERMINATION" of the July 12, 2005 Amended Corporate
Advisory Agreement between the Company and SA, is herewith revised further
adding to the length of its engagement term, which on July 12, 2005 then amended
Section IX. Sub Section 1 therein of its referenced previous Corporate Advisory
Agreement (AntCamp) dated February 9, 2005, as assigned to SA on June 13, 2005,
and now therefore is further amended herewith to read as follows:
Section IX. Sub Section 1. is amended to read: From the date this
Agreement is fully executed, the "Term" of this Agreement shall be sixteen (16)
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 Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx 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. COMPENSATION: In consideration for the Services rendered pursuant to the
terms of this January 30, 2006 Extension and Amendment of Certain Provisions of
Corporate Advisory Agreement, EGPI FIRECREEK, INC. agrees that SA shall receive
the following fully paid compensation: a new Warrant with Registration Rights
listed below and following in Section 2 a.), along with revisions and
adjustments to certain terms of the previous the Warrant compensation received
July 12, 2005 listed in this Section 2. b.):
a.) In behalf of extension of the term of the July 12, 2005
Amended Corporate Advisory Agreement consideration is herewith granted to SA (or
any designee) in the amount of Four million share warrants (4,000,000) with a
three (3) year term at the strike price of five cents ($.05). The equity
compensation ("Warrant") and terms are listed in EXHIBIT "A-1" attached to this
Amended Corporate Advisory Agreement hereto. The underlying restricted common
stock for the warrants described above, shall be included in a Registration
statement when or if made available by the Company upon filing of its next
Registrations statement, if any. The warrants piggyback provisions shall be
recognized as having cash provisions only. These Warrants shall vest immediately
upon execution of this Agreement as being fully paid for and non assessable.
b.) Further in behalf of extension of the term of the July 12,
2005 Amended Corporate Advisory Agreement the Company and SA herewith agree to a
modification of the strike price listed in Section II. 1. b.) of the July 12,
2005 agreement regarding those previous Warrant shares therein granted in the
amount of Four million, reducing the strike price from six cents to two and one
half cents ($.06 to $.025 cents) and is herewith further agreed to be modified
and revised, and to include for cash only provisions. The revised and modified
("Warrant") and terms are listed in EXHIBIT "B-1" attached to this January 30,
2006 Amendment of Certain Provisions of Corporate Advisory Agreement. SA agrees
to notice exercise for cash for this modified and revised July 12, 2005 Warrant
upon signing of this amended corporate advisory agreement. SA acknowledges that
the previously issued Warrant Certificate and terms therein listed shall be
deemed to be marked fully cancelled, null and void without further force and
effect, and returned immediately by SA to the Company's Scottsdale Arizona
offices to be retired accordingly. The Company shall immediately file a post
effective amendment to its previously filed Registration Statement on Form SB-2
declared effective on September 7, 2005 regarding the terms of the newly
modified and revised July 12, 2005 Warrant. The Company shall execute an opinion
letter suitable to transfer the shares underlying the new modified and revised
Warrant at the request of Xx. Xxxxxx or his designated broker within 2 days of
his written request.
Xxxxxx Xxxxxx agrees to file a 13D as or if required and where applicable.
3. RESTRICTIONS.
a. INVESTMENT INTENT. SA or any designee 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 SA or any designee
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. SA or any designee
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 SA or any designee 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 SA or any designee 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 or any designee agrees to Vote all shares held by SA
or any designee, as reasonably available, 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.
3. REMAINING TERMS AND PROVISIONS. All remaining terms and provisions
contained in the Corporate Advisory Agreement dated the 12th day of July, 2005,
and the 9th day of February, 2005, and further as assigned, and therefore made
by and between Xxxxxx Xxxxxx or Nominee ("SA" or the "Consultant") and EGPI
Firecreek, Inc., ("EGPI Firecreek, Inc." or the "Company') on the 13th day of
June, 2005, shall all remain the same, unless modified in writing signed and
agreed by each of the parties hereto.
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 XXXXXXXXX
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By: XXXXXX XXXXXX OR NOMINEE By: EGPI FIRECREEK, INC. Its:
Its: Chairman & CFO
