Empire Petroleum Corporation (EMPR)

[RIGATONI]

Through March 31, 2005, the Company financed its operations primarily through advances made to the Company by the Albert E. Whitehead Living Trust, of which

-9-

the Company's Chairman of the Board and Chief Executive Officer, Mr. Whitehead, is the trustee. At the end of 2007 the Company was indebted to the Albert E. Whitehead Living Trust in the amount of $274,682. This loan was converted, on February 16, 2008, into 2,112,938 shares of the Company's common stock at $0.13 per share.