INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 23, 2005 by and between
EGPI Firecreek, Inc., a Nevada corporation (the "Company"), and Dutchess Private Equities Fund,
II, LP, a Delaware limited partnership (the "Investor").
Whereas, the parties desire that, upon the terms and subject to the conditions contained herein, the
Investor shall invest up to Twenty-Five Million dollars ($25,000,000) to purchase the Company's
Common Stock, without par value per share (the "Common Stock");
Whereas, such investments will be made in reliance upon the provisions of Section 4(2) under the
Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and
regulations promulgated thereunder, and/or upon such other exemption from the registration
requirements of the 1933 Act as may be available with respect to any or all of the investments in
Common Stock to be made hereunder; and
Whereas, contemporaneously with the execution and delivery of this Agreement, the parties hereto
are executing and delivering a Registration Rights Agreement substantially in the form attached
hereto (as amended from time to time, the "Registration Rights Agreement") pursuant to which the
Company has agreed to provide certain registration rights under the 1933 Act, and the rules and
regulations promulgated thereunder, and applicable state securities laws.
NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an
integral part of this Agreement, the covenants and agreements set forth hereafter, and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Investor hereby agree as follows:
SECTION 1. DEFINITIONS.
As used in this Agreement, the following terms shall have the following meanings specified
or indicated below, and such meanings shall be equally applicable to the singular and plural forms
of such defined terms.
“ 1933 Act ” shall have the