SECURITY AGREEMENT (this “ Agreement ”), dated as of May 2, 2005, by and among EGPI
Firecreek, Inc., a Nevada corporation (“ Company ”), and the secured parties signatory hereto and their
respective endorsees, transferees and assigns (collectively, the “ Secured Party ”).
W I T N E S S E T H:
WHEREAS, pursuant to a Securities Purchase Agreement, dated the date hereof, between Company
and the Secured Party (the “ Purchase Agreement ”), Company has agreed to issue to the Secured Party and the
Secured Party has agreed to purchase from Company certain of Company’s 8% Callable Secured Convertible
Notes, due three years from the date of issue (the “ Notes ”), which are convertible into shares of Company’s
Common Stock, par value $.001 per share (the “ Common Stock ”). In connection therewith, Company shall
issue the Secured Party certain Common Stock purchase warrants (the “ Warrants ”); and
WHEREAS, in order to induce the Secured Party to purchase the Notes, Company has agreed to
execute and deliver to the Secured Party this Agreement for the benefit of the Secured Party and to grant to it a
first priority security interest in certain property of Company to secure the prompt payment, performance and
discharge in full of all of Company’s obligations under the Notes and exercise and discharge in full of Company’s
obligations under the Warrants.
NOW, THEREFORE, in consideration of the agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:
Certain Definitions . As used in this Agreement, the following terms shall have the meanings set
forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the
UCC (such as “ general intangibles ” and “ proceeds ”) shall have the respective meanings given such terms in
Article 9 of the UCC.
“ Collateral ” means the collateral in