Negative Pledge Between The Company And Dutchess

EXHIBIT 10.4

NEGATIVE PLEDGE


THIS AGREEMENT dated as of the 27th day of March, 2007.


FROM:

Firecreek Petroleum Romania, SRL; Firecreek Petroleum Kazakhstan, Inc.; Firecreek Petroleum Ukraine, Inc.; IYSG, Ltd.; and Malibu Holding, Inc.


(hereinafter called the "Covenantor" )

OF THE FIRST PART

T O :

DUTCHESS PRIVATE EQUITIES FUND, LTD


(hereinafter called the "Lender" )

OF THE SECOND PART


WHEREAS pursuant to one or more promissory notes or debentures (the " Credit Facilities" ) between EGPI Firecreek, Inc. (the " Company" ), the Lender has agreed to make certain loans and other financial accommodations to the Company, upon the terms and conditions set forth therein (the "Loan Agreement" );


AND WHEREAS the Covenantor IYSG Ltd., and Malibu Holding, Inc. are wholly-owned subsidiaries of the Company, and the Covantor Firecreek Petroleum Romania, SRL, Firecreek Petroleum Kazakhstan, Inc., and Firecreek P ...