SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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                            MORGAN CREEK ENERGY CORP.
                ________________________________________________
                (Name of registrant as specified in its charter)


           NEVADA                        0-25455                  201777817
____________________________     ________________________    ___________________
(State or other jurisdiction     (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)


                          5050 QUORUM DRIVE, SUITE 700
                               DALLAS, TEXAS 75254
               ___________________________________________________
               (Address of principal executive offices) (Zip Code)


                                 (214) 321-0603
                      _____________________________________
                      Telephone number, including area code





                            MORGAN CREEK ENERGY CORP.
                                 PROXY STATEMENT
                             DATED JANUARY 11, 2010

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                           TO BE HELD ON MARCH 3, 2010

Notice  is  hereby  given  that  a  Special  Meeting  of the  Shareholders  (the
"Meeting") of Morgan Creek Energy Corp., a Nevada  corporation,  will be held at
2:00 p.m. Central Time on Wednesday,  March 3, 2010 at 5050 Quorum Drive,  Suite
700, Dallas,  Texas 75254,  and any  adjournments or postponements  thereof (the
"Special Meeting") for the following purposes:

     1.   To elect the  following  five (5) persons to serve as directors of the
          Board of Directors  of the Company  until their  successors shall have
          been elected and  qualified:  Peter Wilson,  D. Bruce  Horton,  Angelo
          Viard, Peter Carpenter and John Clayton Weldy Jr.

     2.   To approve an amendment to the Articles of Incorporation,  as amended,
          to increase the authorized shares of common stock from
              66,666,666 shares to 400,000,000 shares, par value $0.001; and

     3.   To  consider  and act upon such other  business as may  properly  come
          before the Special Meeting or any adjournment thereof.

Our voting  securities  consist of shares of common  stock,  with a par value of
$0.001 (the "Common Stock").  Shareholders of record at the close of business on
January 28,  2010 are  entitled to vote at the  meeting.  There were  34,032,392
shares of common stock issued and outstanding on the record date. Each share has
one  vote on any  matter  to be acted  upon at the  meeting.  A  quorum  for the
transaction of business is one-third of the shares entitled to vote. Each matter
to be acted upon at the meeting  will be approved if the votes "for" are greater
than the votes  "against."  Abstentions  and "broker  non-votes"  are counted in
determining a quorum. They are not counted "for" or "against" any matter.  There
are no  dissenters'  rights of appraisal with respect to the matters to be acted
upon at the meeting.

We will conduct this proxy solicitation  initially by mailing notice and then by
making materials  available at our designated website unless you request a paper
or e-mail  copy.  This proxy  statement  and form of proxy will be first sent or
given  to  shareholders  on or  about  February  2,  2010.  Proxies  may also be
solicited personally,  by mail, e-mail or telephone. We will pay the expenses of
the proxy solicitation,  including the cost of preparing, assembling and mailing
the material and making them electronically available.  Directors,  officers and
regular   employees  may  solicit  proxies  and  will  not  receive   additional
compensation for soliciting. No specially engaged employees,  representatives or
other  persons  have been or are to be  employed  to  solicit  proxies.  We will
request  banks  and  brokers  to  forward   material  to  their   customers  who
beneficially  own shares held of record in nominee name and will  reimburse  the
banks and brokers for reasonable out-of-pocket expenses.

The matters to be acted upon at the meeting are listed in the  preceding  notice
and more fully discussed below under the caption "Matters to be Acted Upon."

Please note that throughout this Proxy  Statement,  and unless  otherwise noted,
the words "we," "our," "us," the "Company," or "Morgan  Creek," refers to Morgan
Creek Energy Corp.

                                      By Order of the Board of Directors

                                      /s/ PETER WILSON
                                      __________________________________
                                      Peter Wilson, President


                                      -1-



DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS AND CONTROL PERSONS;  COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE  ACT.

All of our directors  hold office until the next annual  general  meeting of the
shareholders or until their  successors are elected and qualified.  Our officers
are  appointed  by our board of directors  and hold office  until their  earlier
death, retirement, resignation or removal.

Our  directors  and executive  officers,  their ages and  positions  held are as
follows:


     NAME                  AGE     POSITION WITH THE COMPANY

     Peter Wilson           41     President, Chief Executive Officer/Principal
                                   Executive Officer and a Director

     William D. Thomas      58     Secretary/Treasurer, Chief Financial Officer,
                                   and Principal Accounting Officer

     John C. Weldy Jr.      56     Director

     D. Bruce Horton        64     Director, Compensation Committee member and
                                   Audit Committee member

     Angelo Viard           36     Director, Compensation Committee member and
                                   Audit Committee member

     Peter Carpenter        64     Director


BUSINESS EXPERIENCE

The following is a brief  account of the  education  and business  experience of
each director,  executive officer and key employee during at least the past five
years,  indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.

PETER WILSON.  Mr. Wilson has been our  President/Chief  Executive Officer and a
member of our Board of  Directors  since  September  29,  2008.  During the past
fifteen  years,  Mr. Wilson has been involved in the senior level  management of
public companies.  His experience spans a wide range of project  development and
contract negotiations within the mining, energy and real estate industries.  Mr.
Wilson has focused on the  creation  and  implementation  of market  strategies,
contract  negotiations and financing  options for maximum return on investments.
His business experience includes diverse international assignments in the United
Kingdom,  Canada,  the United  States,  Switzerland  and Norway.  Mr. Wilson has
worked  extensively  with overseas  investor groups and within the E&P market in
Louisiana and Texas.

From approximately  2007 through to October,  2009, Mr. Wilson was the president
of Hana Mining Ltd., a publicly listed exploration  company seeking to develop a
copper-silver  project in Botswana,  Africa.  During approximately 2005 to 2006,
Mr. Wilson served as the  president and chief  executive  officer of Sun Oil and
Gas Corp. During  approximately  1997 to 2005, Mr. Wilson was a director and the
vice president of International  Operations for Petroreal Oil Corp., a small oil
producer engaged in energy asset purchases  aggregating more than  $130,000,000.
During  approximately  1993 to 1999, Mr. Wilson was the vice president of Samoth
Equity  Corporation (now Sterling Center Corp.),  where he began his involvement
with capital markets and finance.  Samoth Equity  Corporation  gained prominence
through the 1990s and grew to a  $150,000,000  TSX-listed  real estate  merchant
banking  organization  involved in lending  throughout the  southwestern  United
States and Canada.


                                      -2-



Mr.  Wilson  continues  to serve as an  advisor to  several  public and  private
Houston-based E&P companies,  and serves as a director of Mainland Resources,  a
Nevada  Corporation  tht trades on the OTC  Bulletin  Board,  and Offset  Energy
Corporation operating in the GOM and Houston, Texas.

WILLIAM    THOMAS.     Mr.    Thomas    has    been    our    Chief    Financial
Officer/Secretary/Treasurer  since January 8, 2009.  Mr. Thomas has thirty years
of  experience  in the finance  and  accounting  areas for the natural  resource
sector.  Currently,  Mr.  Thomas is the chief  financial  officer of Hana Mining
Ltd., a director of Mainland  Resources,  Inc., a Nevada corporation that trades
on the OTC Bulletin  Board,  and the chief  financial  officer and a director of
Uranium  International  Corp.,  a  Nevada  corporation  that  trades  on the OTC
Bulletin Board.  Thomas has held various  successive  management  positions with
Kerr McGee  Corporation's  China oil & gas operations  based in Beijing,  China,
ending in 2004 with his final position as director of business  services.  For a
brief period after leaving Kerr McGee,  Mr. Thomas acted as a  self-practitioner
in the accounting and finance field.  In July 2007, he took on the role of chief
financial  officer for two public resource  companies;  Hana Mining Inc. and NWT
Uranium  Corp. in July 2007.  Mr. Thomas  resigned in July 2008 from NWT Uranium
Corp.  but continues to serve as CFO for Hana Mining.  Mr. Thomas was previously
general manager (1999-2002),  and finance and administration manager (1996-1999)
of Kerr McGee's China operations. While in China, Mr. Thomas was responsible for
finance including Sarbanes Oxley reporting,  budgeting,  treasury,  procurement,
taxation,  marketing,  insurance and business development,  including commercial
negotiations  with the Chinese partner,  China National  Offshore Oil Co (CNOOC)
and other Chinese and joint venture  partners.  Mr.  Thomas  focused  heavily on
supporting  exploration and development  operations for three operated blocks in
Bohai Bay, as well as evaluation  and  negotiation of new venture blocks in East
China Sea and the South China Sea. He was also  responsible for the liaison with
CNOOC and other  Chinese  oil  companies,  Kerr  McGee US  management  and joint
venture  partners,  where his main focus was to ensure cost effective and timely
achievement  of various  approved work  programs and budgets.  He was also Chief
Representative  for Kerr  McGee on the Joint  Management  Committee  (JMC).  Mr.
Thomas  previously  worked as manager of fixed asset  accounting  for Kerr McGee
Corporation's  US  operations  (1996),  as finance  director of Kerr  McGee's UK
operations  based in  London/Aberdeen  (1992-1996),  and Kerr  McGee's  Canadian
operations in Calgary,  Alberta,  Canada (1984-1992),  including the predecessor
company, Maxus Canada Ltd, which was acquired by Kerr McGee Ltd. Over the course
of his career,  he has been  involved  in all  aspects of  managing  accounting,
budgeting,  human  resources,  administration,  insurance,  taxation  and  other
business support aspects  surrounding oil and gas properties for Kerr McGee. Mr.
Thomas  was  responsible  to  ensure   compliance  with  COPAS,  SEC,  FASB  and
international  accounting regulations.  He participated on a team that developed
the  Oracle  accounting  system   application  to  the  Kerr  McGee's  worldwide
operations.  He was most notably  involved in the  company's  initial entry into
both  China and the UK North Sea - start ups of local and  expatriate  personnel
that  eventually  developed  into core areas (over $1  Billion)  for Kerr McGee,
including the company's  first  operated  offshore oil fields in China (CFD 1-1)
and  the UK  (Gryphon).  In his  early  career,  Mr.  Thomas  also  held  senior
management  positions in the finance  divisions of Norcen Energy Ltd of Calgary,
Alberta (1981-1984),  Denison Mines Ltd of Ontario Canada (1978-1981) and Algoma
Steel  Corporation of Sault Ste Marie,  Ontario,  Canada  (1977).  He was also a
Senior Auditor for the  accounting  firm,  Coopers & Lybrand in Toronto,  Canada
(1975-1977).  Mr. Thomas attained his Chartered Accountant (CA) designation from
the  Canadian  Institute of Chartered  Accountants  in 1977.  He holds an Honors
Bachelor of Commerce and Finance degree from the University of Toronto, Ontario,
Canada.

JOHN CLAYTON WELDY JR. Mr. Weldy has eighteen years of diversified experience as
a petroleum,  mechanical and  environmental  engineer.  His areas of specialized
knowledge  extend  from  personal   management,   completions,   operations  and
production  engineering  to project  engineering  and  management.  Mr.  Weldy's
expertise also includes conceptualization,  design, planning and managing people
and projects to achieve goals  efficiently.  From February 2009 to current date,
Mr. Weldy has been senior  completions  engineer for Eni Petroleum,  where he is
responsible  for  leading  subsea and shelf well  completions  and  intervention
projects in the Gulf of Mexico.  From  approximately  September 2008 to February
2009,  Mr.  Weldy was the senior  operations/production/completions  engineer at
SandRidge Energy.  He managed all phases of operations,  production and facility
engineering for properties  offshore,  onshore and inland in the Gulf of Mexico.
He was further responsible for engineering design and project management of


                                      -3-



Hurricane  Ike  repairs,  managed  all rig  completions  and  remedial  workover
procedures,  including written procedures,  completion strategy, cost estimating
and securing of equipment and services.  Mr. Weldy was also  responsible for the
design,  layout and  management of the  construction  of production  facilities,
preparation of procedures for and supervision of wellhead remedial operations on
existing  oil and gas  wells,  the  performance  of nodal  analysis  on  various
production wells using nodal analysis  software and the design,  troubleshooting
and installation of gas lifts for offshore wells.

From  approximately  August  2005  through  September  2008,  Mr.  Weldy was the
deepwater subsea  completions  engineer for Shell  International and Exploration
Company.  From  approximately  February 2004, through August 2005, Mr. Weldy was
the  vice  president  of  operations   for  Petroreal  of  America,   Inc.  From
approximately  January 2003 through  January 2004, Mr. Weldy was a self employed
consultant. From approximately May 2001 through December 2002, Mr. Weldy was the
production manager for Century  Exploration Inc. From approximately  August 2000
through May 2001, Mr. Weldy was the senior petroleum  engineer for Watson Energy
LLC, and from  approximately  April 2000 through  August 2000, Mr. Weldy was the
operations engineer for Operational Services Inc.

Prior to 2000, Mr. Weldy worked for nine years at Texaco Exploration  Company as
a production, facility and completions engineer.

Mr. Weldy earned a Masters of Science degree in  environmental  engineering from
Tulane  University.  He also earned a Bachelor of Science  degree in  mechanical
engineering  and in petroleum  engineering  from the University of Alabama.  Mr.
Weldy co-authored a SPE paper on "Best Completion Practices".

D. BRUCE HORTON. Mr. Horton was our Chief Financial  Officer/Secretary/Treasurer
until his  resignation  in January 8, 2009, and remains a member of our Board of
Directors,  a member  of the  Compensation  Committee  and a member of the Audit
Committee.  He has been one of our directors  since August 21, 2006.  During the
past five years,  Mr. Horton has been active in the financial  arena in both the
private and public sectors as an accountant and financial management  consultant
with an emphasis on corporate financial  reporting,  financing and tax planning.
Mr. Horton has specialized in corporate management,  re-organization, merger and
acquisition, international tax structuring, and public and private financing for
over thirty years.  From 1972 through 1986, Mr. Horton was a partner in a public
accounting firm. In 1986, Mr. Horton  co-founded the Clearly  Canadian  Beverage
Corporation,  of which he was a director and chief  financial  officer from June
1986 to May 1997.  He is a principal  consultant in Calneva  Financial  Services
Ltd. that provides  accounting and financial  management  consulting services as
well as investment banking services focusing on venture capital opportunities in
Asia. Mr. Horton is also an officer and director of Geneva Resources, Inc. since
May 2006, which is a publicly traded company.

ANGELO VIARD.  Mr. Viard has been one of our directors since September 29, 2008.
Mr.  Viard is also a member of the  Compensation  Committee  and a member of the
Audit  Committee.  During the past ten years,  Mr.  Viard has been  involved  in
providing  companies  with  advisory  services  including,  but not  limited to,
managerial,  investment strategy, finance,  information technology,  compliance,
accounting,  business  development,  mergers and acquisitions,  and capital fund
raising in a wide range of  industry  sectors  across the United  States,  South
America and Europe. From approximately June 2007 through current date, Mr. Viard
has been the president/chief executive officer of VCS Group, Inc. formerly known
as "Viard  Consulting  Services".  His role as  director  of  advisory  services
requires  development of an advisory  services  sector.  Mr.  Viard's  functions
include full  budgeting  responsibilities,  management  of budgets and planning,
creation of policies  and  administrative  procedures  to  restructure  business
processes,  authoring multi-company employee manuals, design work order tracking
and billing  interface  systems for  accounting,  and updating  business  plans,
accounting  structures and  organizational  changes to maximize business growth.
From  approximately  August  2006  through  June  2007,  Mr.  Viard  was  the IT
operations  manager for Bare Essentials  where he was responsible for developing
and  coordinating  multiple  related  projects in alignment  with  strategic and
tactical  company  goals,  served as a primary  customer  advocate,  planned and
coordinated long term systems strategy, and managed the day to day operations of
the  IT  department,  including  LAN/WAN  architecture,  telecommunications  and
hardware/software  support  and  development.  From  approximately  August  2005
through  August  2006,   Mr.  Viard  was  a  senior  IT  audit   consultant  for
PricewaterhouseCoopers  LLP where he was  responsible  for determining the audit
documentation,  strategy  and plan.  From  approximately  December  2004 through
August 2005, Mr. Viard was the chief executive officer and founder of Technology


                                      -4-



Mondial Inc.,  which was a start-up company  specializing in broadband  wireless
technology in Costa Rica and management and  development of wireless  connection
planning for Latin America.  Mr. Viard was also previously  employed with OpenTV
Inc, where he was manager of information  system and  technology,  Thomas Weisel
Partners LLC where he was an information  technology brokerage services manager,
BancBoston  Robertson Stephens & Co. where he was a senior system engineer,  and
Environmental Chemical Corporation where he was a technical analyst.

Mr. Viard holds a masters degree in computer  science,  a bachelor of science in
business  management  and  administration,  and an  associate  of arts degree in
computer business administration and network.

PETER  CARPENTER,  P. ENG., CFA. Mr.  Carpenter has been involved in the oil and
gas industry for the past forty years.  From 2004 to current date, Mr. Carpenter
has been the president and chief  executive  officer of Claridge House Partners,
Inc., which provides corporate  restructuring and financial advisory services to
the Canadian oil and gas industry.  From  approximately  1998 through 2002,  Mr.
Carpenter was the chief financial officer for Cybernetic Capital Management Inc;
from approximately 1996 through 1998, Mr. Carpenter was a consulting oil and gas
analyst for First Associates  Securities;  and from  approximately  1985 through
1996,  Mr.  Carpenter was the vice  president of  investment  banking with Moss,
Lawson & Co., Limited.

Mr.  Carpenter  also  was  employed  as the  senior  oil  and gas  analyst  from
approximately  1981 through 1993 with Deutsche Morgan Grenfell Canada,  where he
was  responsible  for the  preparation  of oil company equity  analysis.  He was
employed at Texaco Canada from 1976 through 1981 as a chief  economist  where he
supervised economic planning at Texaco and maintained liaison with the worldwide
economics group in Harrison, New York. From approximately 1971 through 1976, Mr.
Carpenter was the manager of special projects at PanCanadian Petroleum where his
responsibilities included overseeing the economic and business analysis of major
capital expenditure  opportunities  involving oil and gas production facilities,
chemical, heavy oil and coal projects. From approximately 1965 through 1971, Mr.
Carpenter was an engineer at Exon where he was  responsible for the refinery and
petrochemicals  plant in Sarnia,  Ontario,  pipeline  optimization  studies with
Interprovincial  Pipeline in Toronto,  logistics analyst in Esso International's
supply  and  transportation  group  located  in New  York  City,  and  logistics
coordinator  in  Esso  International's   light  hydrocarbon  sales  group.  From
approximately  1962  through  1963,  Mr.  Carpenter  was  employed  as a process
engineer at DuPont's Maitland works near Brockbille, Ontario.

Mr. Carpenter  earned a bachelor of science degree in Chemical  Engineering from
the  University of Alberta,  an MBA from the  University of Western  Ontario and
completed  a Doctoral  Programme  in  Economics  from New York  University.  Mr.
Carpenter is also a chartered  financial analyst with the Institute of Chartered
Financial Analysts.



                                      -5-



FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed  promoters is or have been  involved in any legal  proceeding
concerning:  (i) any  bankruptcy  petition  filed by or against any  business of
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a  criminal  proceeding  or  being  subject  to a  pending  criminal  proceeding
(excluding traffic violations and other minor offenses);  (iii) being subject to
any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of any court of competent  jurisdiction  permanently or  temporarily  enjoining,
barring,  suspending or otherwise limiting  involvement in any type of business,
securities or banking  activity;  or (iv) being found by a court, the Securities
and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

As of the date of this  Proxy  Statement,  Messrs.  Viard and  Horton  have been
appointed as members to our Audit Committee.  The two members are  "independent"
within the  meaning of Rule 10A-3  under the  Exchange  Act and are in  addition
financial experts.  The Audit Committee operates under a written charter adopted
by the Board of Directors on November 20, 2004. The Board of Directors  pursuant
to a special  meeting  held on  December  18,  2008  adopted  an  amended  audit
committee charter and responsibilities.

The Audit Committee's  primary function is to provide advice with respect to our
financial  matters  and to  assist  the Board of  Directors  in  fulfilling  its
oversight responsibilities regarding finance,  accounting, and legal compliance.
The Audit Committee's primary duties and responsibilities  will be to: (i) serve
as an independent and objective party to monitor our financial reporting process
and internal  control system;  (ii) review and appraise the audit efforts of our
independent  accountants;  (iii) evaluate our quarterly financial performance as
well as our  compliance  with laws and  regulations;  (iv) oversee  management's
establishment and enforcement of financial policies and business practices;  and
(v) provide an open avenue of communication  among the independent  accountants,
management and the Board of Directors.

COMPENSATION COMMITTEE

As of the date of this  Proxy  Statement,  Messrs.  Viard and  Horton  have been
appointed as members to our Compensation  Committee.  The Compensation Committee
operates under a written charter adopted by the Board of Directors pursuant to a
special meeting held on December 18, 2008.

         OVERVIEW OF COMPENSATION PROCESS

The Compensation  Committee of our Board of Directors is responsible for setting
the compensation of our executive officers, overseeing the Board's evaluation of
the performance of our executive  officers and  administering  our  equity-based
incentive plans, 401(k) plan and deferred compensation plan, among other things.


                                      -6-



The  Compensation  Committee  undertakes  these  responsibilities  pursuant to a
written  charter  adopted  by  the  Compensation  Committee  and  the  Board  of
Directors,  which  will  be  reviewed  at  least  annually  by the  Compensation
Committee.   The   charter   may   be   viewed   in   full   on   our   website,
www.morgancreekcorp.com  under the  "Corporate  Governance"  tab on the Investor
Relations page.

The  Compensation  Committee is composed solely of  "non-employee  directors" as
defined in Rule 16b-3 of the rules  promulgated under the Exchange Act, "outside
directors" for purposes of regulations promulgated pursuant to Section 162(m) of
the Internal  Revenue Code ("IRC"),  and  "independent  directors" as defined in
Section  303A of the New  York  Stock  Exchange  ("NYSE")  corporate  governance
listing  standards,  in each case as determined  by the Board of Directors.  Our
Board of Directors  recommends  Compensation  Committee membership based on such
knowledge,  experience  and  skills  that  it  deems  appropriate  in  order  to
adequately perform the responsibilities of the Compensation  Committee.  Messrs.
Horton and Viard serve as members of the Compensation Committee.

The  Compensation  Committee  annually  reviews  executive  compensation and our
compensation  policies to ensure that the Chief Executive  Officer and the other
executive officers are rewarded  appropriately for their contributions to us and
that the overall compensation strategy supports the objectives and values of our
organization,  as well as stockholder interests. The Compensation Committee will
conduct  this  review and  compensation  determination  through a  comprehensive
process involving a series of meetings typically  occurring in the first quarter
of each year.

         COMPENSATION PHILOSOPHY

The fundamental objective of our executive  compensation policies is to attract,
retain and motivate  executive  leadership for us that will execute our business
strategy,  uphold our values and  deliver  results  and  long-term  value to our
stockholders.   Accordingly,   the  Compensation   Committee  seeks  to  develop
compensation  strategies  and programs  that will  attract,  retain and motivate
highly qualified and high-performing executives through compensation that is:

         (i) PERFORMANCE BASED: a significant  component of compensation  should
be determined based on whether or not we meet certain performance  criteria that
in the view of our Board of Directors are indicative of our success;

         (ii) STOCKHOLDER  BASED:  equity incentives should be used to align the
interests of our executive officers with those of our stockholders;

         (iii) FAIR:  compensation  should take into account  compensation among
similarly  situated  companies,  our success  relative to peer companies and our
overall pay scale.

It is the Compensation  Committee's  goal to have a substantial  portion of each
executive  officer's  compensation  contingent upon our performance,  as well as
upon  his  or  her  individual   performance.   The   Compensation   Committee's
compensation  philosophy for an executive officer emphasizes an overall analysis
of  the   executive's   performance   for   the   year,   projected   role   and
responsibilities,  required  impact on execution of our  strategy,  external pay
practices,  total  cash and total  direct  compensation  positioning,  and other
factors  the  Compensation   Committee  deems   appropriate.   The  Compensation
Committee's  philosophy  also considers  employee  retention,  vulnerability  to
recruitment  by other  companies and the difficulty  and costs  associated  with
replacing executive talent. Based on these objectives, compensation programs for
similarly situated companies and the philosophies of the Compensation Committee,
the  Compensation  Committee has determined that we should provide our executive
officers  compensation  packages  composed of the following  elements:  (i) base
salary,  which reflects  individual  performance and is designed primarily to be
competitive with salary levels at comparably sized companies; and (ii) long-term
stock-based incentive awards which strengthen the mutuality of interests between
executive officers and our stockholders.


                                      -7-



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended December 31, 2008.

ADDITIONAL CORPORATE GOVERNANCE POLICIES

Our  Board of  Directors  considered  additional  corporate  governance  issues,
structure, policies and principles.  Therefore, pursuant to a Board of Directors
meeting held on December 18, 2008, our Board of Directors  adopted the following
documents as additional governing corporate governance documents  (collectively,
the Corporate  Governance  Documents"):  (i) Morgan Creek Energy Corp. Corporate
Governance Principles;  (ii) Morgan Creek Energy Corp. Nominating and Governance
Committee  Charter and  Responsibilities;  (iii) Morgan Creek Energy Corp. Board
Committees  Policy;  (iv) Morgan Creek Energy Corp. Code of Business Conduct and
Ethics;  (v)  Morgan  Creek  Energy  Corp.  Code of  Conduct  for the  Board  of
Directors; (vi) Morgan Creek Energy Corp. Corporate Governance Guideline;  (vii)
Morgan Creek Energy  Corp.  Corporate  Governance  Policy;  (viii)  Morgan Creek
Energy  Corp.  Conflict  of Interest  Policy;  (ix) Morgan  Creek  Energy  Corp.
Whistleblower  Policy;  and (x)  Morgan  Creek  Energy  Corp.  Board  Roles  and
Responsibilities.

The  Corporate  Governance  Documents  may be  viewed  in full  on our  website,
www.morgancreekcorp.com  under the  "Corporate  Governance"  tab on the Investor
Relations page.

EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our Chief  Executive
Officer and those  executive  officers that earned in excess of $100,000  during
fiscal years ended December 31, 2008 and 2007 and 2006 (collectively, the "Named
Executive Officers"):



_______________________________________________________________________________________________________________________________

                                                   SUMMARY COMPENSATION TABLE
_______________________________________________________________________________________________________________________________
                                                                     NON-EQUITY    NON-QUALIFIED     ALL OTHER
                                                                   INCENTIVE PLAN     DEFERRED     COMPENSATION
                                                                    COMPENSATION    COMPENSATION
NAME AND                                       STOCK    OPTION                        EARNINGS
PRINCIPAL                  SALARY    BONUS    AWARDS    AWARDS                                                      TOTAL
POSITION          YEAR    ($) (1)     ($)       ($)     ($)(2)          ($)            ($)             ($)         ($)(2)(3)
_______________________________________________________________________________________________________________________________
                                                                                         

Marcus            2006        -0-     -0-       -0-     $412,748         ---            ---             ---         $412,748
Johnson, prior
President and     2007    $71,250     -0-       -0-          -0-         ---            ---             ---           71,250
CEO               2008        -0-     -0-       -0-      $87,500         ---            ---         $71,250          158,750
_______________________________________________________________________________________________________________________________
David
Urquhart,
prior
President and
CEO               2008    $42,000     -0-       -0-     $175,000         ---            ---             ---         $217,000
_______________________________________________________________________________________________________________________________

                                      -8-





                                                                     NON-EQUITY    NON-QUALIFIED     ALL OTHER
                                                                   INCENTIVE PLAN     DEFERRED     COMPENSATION
                                                                    COMPENSATION    COMPENSATION
NAME AND                                       STOCK    OPTION                        EARNINGS
PRINCIPAL                  SALARY    BONUS    AWARDS    AWARDS                                                      TOTAL
POSITION          YEAR    ($) (1)     ($)       ($)     ($)(2)          ($)            ($)             ($)         ($)(2)(3)
_______________________________________________________________________________________________________________________________
                                                                                         

Thomas            2007   $120,869     -0-       -0-          -0-         ---            ---            ----         $120,869
Markham, Chief
Geologist         2008   $111,693     -0-       -0-      $87,500         ---            ---            ----          199,193
_______________________________________________________________________________________________________________________________



(1)  This  amount  represents  fees  accrued  and/or  paid  by us to  the  Named
     Executive  Officers  during the past year pursuant to  consulting  services
     provided in connection with their  respective  positions as Chief Executive
     Officer and Chief Geologist. During fiscal year ended December 31, 2008, we
     paid: (i) $158,750 to Marcus Johnson, our prior  President/Chief  Executive
     Officer  represented by the valuation of the grant of 250,000 Stock Options
     valued at  $87,500  and  settlement  of the salary  accrued  and owing from
     fiscal year ended  December  31, 2007 of $71,250 by the issuance of 356,250
     shares of common  stock;  and (ii)  $199,193 to Thomas  Markham,  our Chief
     Geologist,  represented  by the  valuation  of the grant of  250,000  Stock
     Options valued at $87,500 and salary of $111,693.  During fiscal year ended
     December  31, 2007,  we accrued:  (i) $71,250 to Marcus  Johnson,  our then
     President/Chief   Executive  Officer;   and  paid:  (ii)  $120,000  and  an
     additional  $869 in  accordance  with the 1.5%  royalty  interest to Thomas
     Markham,  our then Chief  Geologist.  During fiscal year ended December 31,
     2006, we also paid certain executive officers the following amounts,  which
     did not exceed $100,000 and, therefore, not required to be disclosed in the
     Summary  Compensation  Table:  (i)  $60,000  and an  additional  $4,795  in
     accordance  with the 1.5%  royalty  interest to Thomas  Markham,  our Chief
     Geologist;  and (ii) $35,000 to Grant Atkins,  our previous Chief Financial
     Officer.

(2)  This amount represents the fair value of these Stock Options at the date of
     grant which was estimated using the Black-Scholes option pricing model.

(3)  The amount paid to Marcus  Johnson  during  fiscal year ended  December 31,
     2008 includes the aggregate  amount of $71,250 in debt due and owing to Mr.
     Johnson by the issuance of 356,250 Pre Reverse Stock Split shares  (118,750
     post  reverse  stock  split) of our  restricted  common  stock at $0.20 per
     share.


STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2008

The following  table sets forth  information as at December 31, 2008 relating to
Stock Options that have been granted to the Named Executive Officers:


                                      -9-


_________________________________________________________________________________________________________________________

                                               OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                             OPTION AWARDS                                                              STOCK AWARDS
_________________________________________________________________________________________________________________________
                                                                                                   Equity      Equity
                                                                                                   Incentive   Incentive
                                                                                          Market   Plan        Plan
                                                                                 Number   Value    Awards:     Awards:
                                           Equity                                of       of       Number      Market or
                                           Incentive                             Shares   Shares   of          Payout
                                           Plan                                  or       or       Unearned    Value of
                                           Awards:                               Units    Units    Shares,     Unearned
             Number of     Number of       Number of                             of       of       Units or    Shares,
             Securities    Securities      Securities                            Stock    Stock    Other       Units or
             Underlying    Underlying      Underlying                            That     That     Rights      Other
             Unexercised   Unexercised     Unexercised   Option                  Have     Have     That        Rights
             Options       Options         Unearned      Exercise   Option       Not      Not      Have Not    That Have
             Exercisable   Unexercisable   Options       Price      Expiration   Vested   Vested   Vested      Not Vested
 Name           (#)             (#)            (#)         ($)      Date          (#)      ($)        (#)          (#)
_________________________________________________________________________________________________________________________
                                                                                        

Marcus
Johnson,
prior
President/     250,000          -0-            -0-                                -0-      -0-        -0-        -0-
CEO
_________________________________________________________________________________________________________________________

Thomas
Markham,
Chief
Geologist      250,000          -0-            -0-                                -0-      -0-        -0-        -0-
_________________________________________________________________________________________________________________________



The following table sets forth information  relating to compensation paid to our
directors during fiscal year ended December 31, 2008, 2007 and 2006:



__________________________________________________________________________________________________________

                           DIRECTOR COMPENSATION TABLE

                                                                    Change in
                                                                    Pension
                                                                    Value and
                  Fees                               Non-Equity     Nonqualified
                  Earned or                          Incentive      Deferred       All
                  Paid in     Stock    Option        Plan           Compensation   Other
                  Cash        Awards   Awards        Compensation   Earnings       Compensation   Total
Name              ($)         ($)      ($)           ($)            ($)            ($)            ($)
                                                                             
__________________________________________________________________________________________________________

Marcus Johnson,
Chairman
  2006              -0-        -0-     $412,748(3)       -0-            -0-            -0-        $412,748
  2007              -0-        -0-          -0-          -0-            -0-            -0-             -0-
  2008              -0- (1)    -0-     $ 87,500          -0-            -0-            -0-        $ 87,500
__________________________________________________________________________________________________________

Thomas Markham
  2006             $ 64,794    -0-     $412,748(3)       -0-            -0-            -0-        $477,542
  2007              -0-        -0-          -0-          -0-            -0-            -0-             -0-
  2008              -0- (2)    -0-     $ 87,500          -0-            -0-            -0-        $ 87,500
__________________________________________________________________________________________________________

Erik Essinger
  2006             $ 97,118    -0-     $206,374(3)       -0-            -0-            -0-        $303,492
  2007              -0-        -0-          -0-          -0-            -0-            -0-             -0-
  2008              -0- (4)    -0-          -0-          -0-            -0-            -0-             -0-
__________________________________________________________________________________________________________

Steve Jewett
  2006              -0-        -0-     $ 41,275(3)       -0-            -0-            -0-        $ 41,275
  2007              -0-        -0-          -0-          -0-            -0-            -0-             -0-
  2008 (5)          -0-        -0-          -0-          -0-            -0-            -0-             -0-
__________________________________________________________________________________________________________

D. Bruce Horton
  2006              -0-        -0-     $ 41,275(3)       -0-            -0-            -0-        $ 41,275
  2007              -0-        -0-          -0-          -0-            -0-            -0-             -0-
  2008              -0-        -0-          -0-          -0-            -0-            -0-             -0-
__________________________________________________________________________________________________________

David Urquhart
  2008              -0- (6)    -0-     $175,000(3)       -0-            -0-            -0-        $175,000
__________________________________________________________________________________________________________

Peter Wilson
  2008              -0- (7)    -0-          -0-(3)       -0-            -0-            -0-             -0-
__________________________________________________________________________________________________________

Angelo Viard        -0-        -0-          -0-          -0-            -0-            -0-             -0-
__________________________________________________________________________________________________________




                                      -10-



(1)  Marcus Johnson  received $87,500 during fiscal year ended December 31, 2008
     in  accordance  with  settlement  of amounts due and owing  relating to his
     salary as executive  compensation  by way of issuance of 356,250  shares of
     common stock.

(2)  Thomas Markham  received the $111,693 during fiscal year ended December 31,
     2008 and $64,794  during  fiscal year ended  December 31, 2006 as executive
     compensation  in  connection  with his role as our former Chief  Geologist.
     Thomas Markham  resigned from the Board of Directors  effective as of April
     30, 2008.

(3)  This amount represents the fair value of these options at the date of grant
     which was estimated using the Black-Scholes option pricing model.

(4)  Erik Essiger received $97,118 during fiscal year ended December 31, 2006 as
     compensation  for  services  rendered  to us in  connection  with  business
     related  consulting  and  promotional  services  performed in Europe on our
     behalf.

(5)  Stephen  Jewett  resigned  from the  Board  of  Directors  effective  as of
     December 18, 2008.

(6)  David Urquhart  received $42,000 during fiscal year ended December 31, 2008
     as compensation  in connection  with his role as our prior  President/Chief
     Executive  Officer.  Mr.  Urquhart  resigned  from the  Board of  Directors
     effective as of August 8, 2008.

(7)  Peter Wilson  received $3,000 during fiscal year ended December 31, 2008 as
     executive  compensation in connection with his role as our  President/Chief
     Executive Officer  commencing  September 29, 2008. Mr. Wilson also became a
     member of our Board of Directors effective as of September 29, 2008.


EMPLOYMENT AND CONSULTING AGREEMENTS

MARKHAM CONSULTING SERVICES AGREEMENT

On  approximately  August 1, 2006, we entered into a  month-to-month  consulting
services  agreement  with Thomas  Markham,  our Chief  Geologist  (the  "Markham
Consulting  Services  Agreement").  In  accordance  with the  verbal  terms  and
provisions of the Markham Consulting Services  Agreement:  (i) Mr. Markham shall
provide to us all necessary  services and perform all duties associated with his
executive  position  as Chief  Geologist;  (ii) we shall  pay to Mr.  Markham  a
monthly fee of  $10,000;  and (iii) Mr.  Markham  shall  receive a 1.5%  royalty
interest in all properties Mr. Markham  introduces to us which are  subsequently
acquired by us.

During fiscal years ended December 31, 2008 and December 31, 2007, respectively,
we paid an aggregate of $110,000 and $120,000,  respectively,  to Mr. Markham in
accordance with the monthly fee and an additional $1,693 and $869, respectively,
in accordance with the amounts earned under the royalty interest.


                                      -11-




During  fiscal year ended  December 31, 2006, we paid an aggregate of $60,000 to
Mr.  Markham in  accordance  with the  monthly fee and an  additional  $4,794 in
accordance  with the amounts  earned  under the royalty  interest.  Mr.  Markham
resigned as our Chief Geologist effective during April 2009.

         URQUHART EXECUTIVE SERVICE AGREEMENT

On  April  30,  2008,  we  entered  into an  executive  service  agreement  with
Westhampton Ltd., an Alberta corporation ("Westhampton") and David Urquhart (the
"Executive  Agreement").  In  accordance  with the terms and  provisions  of the
Executive  Agreement,  Mr.  Urquhart  through  Westhampton  provided  to us such
services as required  relating to his  executive  position as our  President and
Chief Executive Officer.  In accordance with the further terms and provisions of
the  Executive  Agreement,  we paid to  Westhampton a monthly fee of $10,000 and
granted to Mr. Urquhart 500,000 Stock Options exercisable at $1.00 per share for
a ten year period.  The  Executive  Agreement  may be terminated by either party
upon thirty days notice.

Effective on August 8, 2008, our Board of Directors  accepted the resignation of
David  Urquhart as our  President/Chief  Executive  Officer  and a director.  We
received notice of Mr. Urquhart's resignation  approximately September 19, 2008.
The resignation of Mr. Urquhart is not a result of any  disagreement  between us
or Mr. Urquhart  pertaining to matters  relating to our operations,  policies or
practices. Therefore, the Executive Agreement was terminated effective August 8,
2008.

SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  AND RELATED
STOCKHOLDER MATTERS

As of the date of this Proxy  Statement,  the following table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Proxy Statement, there are 34,032,392 shares of common stock issued
and outstanding.

                                                                 PERCENTAGE OF
NAME AND ADDRESS OF                  AMOUNT AND NATURE OF        BENEFICIAL
BENEFICIAL OWNER(1)                  BENEFICIAL OWNERSHIP(1)     OWNERSHIP
________________________________________________________________________________
DIRECTORS AND OFFICERS:

D. Bruce Horton                             300,000 (2)                Nil
2443 Alder Street
Vancouver, British Columbia
Canada V6H 4A4

Peter Wilson                              1,800,000 (3)              5.28%
301-2200 Chippendal Road
West Vancouver, British Columbia
Canada V7S 3J4

William D. Thomas                           666,666 (4)              1.17%
3543 Point Grey Road
Vancouver, British Columbia, Canada

Angelo Viard                                403,300 (5)               Nil
190 Cleaveland Road #3
Pleasant Hill, California 94523

Peter Carpenter                             200,000 (6)               Nil
142 Evelyn Crescent
Toronto, Ontario, Canada M6P 3E2

John C. Weldy Jr.                           200,000 (7)               Nil
139 Willow Wood Avenue
Slidell, Louisiana, 70461

All executive officers and
directors as a group (6 persons)          3,369,966 (8)              9.90%



                                      -12-


*    Less than one percent.
(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such  person)  by  reason of these  acquisition  rights.  As a result,  the
     percentage of outstanding  shares of any person as shown in this table does
     not necessarily  reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually  outstanding as of
     the date of this Proxy  Statement.  As of the date of this Proxy Statement,
     there are 34,032,392  shares issued and outstanding.  Beneficial  ownership
     amounts reflect the Reverse Stock Split.
(2)  This figure  includes  300,000 Stock Options to purchase  300,000 shares of
     our common stock at an exercise  price of $1.00 per share  expiring on July
     31, 2019.
(3)  This  figure  includes:  (1)  1,000,000  shares of common  stock;  and (ii)
     800,000 Stock Options to purchase  800,000 shares of our common stock at an
     exercise price of $0.25 per share expiring on July 14, 2019.
(4)  This figure includes:  (i) 166,666 shares of common stock; and (ii) 500,000
     Stock Options to purchase 500,000 shares of our common stock at an exercise
     price of $0.25 per share expiring on July 14, 2019.
(5)  This figure  includes:  (i) 3,300 shares of common stock;  and (ii) 200,000
     Stock Options to purchase 200,000 shares of our common stock at an exercise
     price of $0.25 per share expiring on July 14, 2019.
(6)  This figure  includes  200,000 Stock Options to purchase  200,000 shares of
     our  common  stock at an  exercise  price of $0.39  per share  expiring  on
     January 8, 2019.
(7)  This figure  includes:  200,000 Stock Options to purchase 200,000 shares of
     our  common  stock at an  exercise  price of $0.58  per share  expiring  on
     December 8, 2019.
(8)  This  figure  includes:  (i)  169,966  shares  of  common  Stock;  and (ii)
     2,200,000 Stock Options to purchase 2,200,000 shares of our common stock.

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Except for the transactions described below, none of our directors,  officers or
principal  stockholders,  nor any associate or affiliate of the foregoing,  have
any  interest,  direct  or  indirect,  in any  transaction  or in  any  proposed
transactions,  which has materially affected or will materially affect us during
fiscal year ended December 31, 2008.


                                      -13-




PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended December 31, 2008, we incurred approximately $43,000 in
fees to our principal independent accountant (De Joya Griffith) for professional
services  rendered in connection with the audit of our financial  statements for
fiscal  year  ended  December  31,  2008  and for the  review  of our  financial
statements  for the quarters  ended March 31, 2008,  June 30, 2008 and September
30, 2008.

During fiscal year ended December 31, 2007, we incurred approximately $42,142 in
fees  to  our  principal  independent  accountants  ($33,142  to  Dale  Matheson
Carr-Hilton  Labonte  LLP and  $9,000  to De  Joya  Griffith)  for  professional
services  rendered in connection with the audit of our financial  statements for
fiscal  year  ended  December  31,  2007  and for the  review  of our  financial
statements  for the quarters  ended March 31, 2007,  June 30, 2007 and September
30, 2007.

During fiscal year ended  December 31, 2008, we did not incur any other fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.


                     MATTERS TO BE ACTED UPON AT THE MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

Our Bylaws provide authorization to the Board of Directors of the Company to fix
from  time to time by  resolution  that  number  of  directors  of the  Company.
Directors  hold  office  until  their  respective  successors  are  elected  and
qualified or until their earlier  death,  resignation  or removal.  The Board of
Directors intends to appoint the following nominees for director. It is intended
that the proxies  solicited hereby will be voted "for" election of the following
nominees unless  otherwise  specified:  (i) Peter Wilson;  (ii) D. Bruce Horton;
(iii) John C. Weldy Jr.; (iv) Angelo  Viard;  and (v) Peter  Carpenter.  Messrs.
Wilson,  Horton,  Weldy,  Viard and Carpenter  are all currently  members of the
Board of  Directors.  For a  description  of  their  respective  background  and
experience,  including their respective  principal  occupations  during the past
five years and the name and principal  business in which such  occupations  were
carried on, and the nominating process,  please refer to Directors and Executive
Officers; Corporate Governance.

PROPOSAL 2. APPROVAL OF AMENDMENT TO ARTICLES OF  INCORPORATION  TO INCREASE OUR
AUTHORIZED  CAPITAL FROM  66,666,666 TO  400,000,000  SHARES OF $0.001 PAR VALUE
COMMON STOCK.

Our Board of Directors approved an amendment to our Articles of Incorporation to
increase  our  authorized  capital  from  66,666,666  shares of common  stock to
400,000,000  shares  of common  stock.  The full  text of the  Amendment  to the
Articles of Incorporation is attached to this Proxy Statement as Exhibit A.


                                      -14-




REASONS FOR PROPOSAL

Our Board of Directors  believes that the amendment is in the best  interests of
our  stockholders  and us. We believe  that the increase is necessary so that we
will have a sufficient  number of authorized  shares to meet our  obligations to
issue additional shares and for future contingencies. The increase in authorized
capital may also be necessary in order to have  sufficient  shares to issue upon
conversion of notes, exercise of warrants and options.

As of the date of this Proxy  Statement,  we do not have any  specific  plans to
issue common stock other than to issue common stock in  accordance  with private
placement offerings for financing purposes and upon the conversion of notes, the
exercise of warrants and/or stock awards under our 2008 Stock Option Plan.

On December 8, 2009,  our Board of Directors  authorized  the private  placement
offering of up to 4,000,000 units at a per unit price of $0.50 (the "Units") for
aggregate proceeds of $2,000,000,  with each Unit consisting of one share of our
restricted   common  stock  and  one-half  of  one   non-transferrable   warrant
exercisable at $1.00 for a period of one year (the "Warrant"). As of the date of
this Proxy Statement, we have received an aggregate of approximately  $1,000,000
in  subscriptions.  Proceeds from the offering will be used for general  working
capital purposes and expenses associated with the drilling of one or more of our
wells on the North Fork 3-D property.

INTEREST OF MANAGEMENT IN THE AMENDMENT TO THE ARTICLES OF INCORPORATION

Management does not have a direct or indirect  material interest in the proposed
Amendment to the Articles of Incorporation.

PROPOSED CHANGES IN AUTHORIZED CAPITAL

Under the Amendment to the Articles of  Incorporation,  our  authorized  capital
stock will be 400,000,000  shares of common stock,  with a par value of $0.001 .
Our authorized capital currently consists of 66,666,666 shares of common stock.

Shares of common stock may be issued from time to time as the Board of Directors
may  determine.  Holders  of common  stock  will be  entitled  to  receive  such
dividends  as may be declared  by the Board of  Directors  out of funds  legally
available   therefor   after  any  applicable   requirements   with  respect  to
preferential  dividends have been met. In the event of  liquidation,  holders of
common stock will be entitled to a  proportionate  share in any  distribution of
our assets after the payment of liabilities  and after  distribution  in full of
preferential  amounts,  if any. Holders of common stock will not have preemptive
rights.  Each share of common stock will be entitled to one vote, and cumulative
voting will not be permitted in the election of directors.

A quorum for the transaction of business at any meeting of the stockholders will
be a majority  of the  shares  entitled  to vote.  The  affirmative  vote of the
holders  of at  least  a  majority  of the  shares  voted  at a  meeting  of the
stockholders at which a quorum is present will constitute  stockholder  approval
of matters to be acted upon by the stockholders.  However, in the case of a sale
or  other  transfer  of  substantially  all  our  assets,  liquidation,  merger,
consolidation,  reorganization,  or  similar  type  of  extraordinary  corporate
transaction  with a  beneficial  owner  of 10%  or  more  of  such  shares,  the
affirmative  vote of  two-thirds  of the shares  entitled to vote  thereon  will
constitute  approval unless such transaction is with an affiliate or subsidiary,
or the  transaction  is  approved by the  affirmative  vote of a majority of our
continuing directors.  Continuing directors will be those directors who were our
directors  prior to the  beneficial  owner of 10% or more  becoming a beneficial
owner or affiliate,  or who are designated  continuing  directors prior to or at
their first election as directors.

Stockholders  may act by written consent of a majority of the shares entitled to
vote, subject to any greater voting requirements as set forth above.

OTHER MATTERS

Our  Board  of  Directors  knows  of no other  matters  to be acted  upon at the
meeting. However, if other matters should come before the Special Meeting, it is
the  intention  of the  proxies to vote each proxy in their  discretion  on such
matters.


                                      -15-




                                  ANNUAL REPORT

Our annual report filed with the Securities and Exchange Commission on Form 10-K
for  the  year  ended  December  31,  2008,  which  includes  audited  financial
statements  and  financial  statement  schedules,  is  included in the proxy and
deemed to be a part of the proxy soliciting  material.  All of our reports filed
pursuant to the  Securities  Exchange  Act of 1934  together  with the  exhibits
thereto are  available  without  charge on the  database of the  Securities  and
Exchange Commission at www.sec.gov/edgar.

               STOCKHOLDER PROPOSALS FOR THE NEXT SPECIAL MEETING

Under  Rule  14a-8 of the  Securities  and  Exchange  Commission,  proposals  by
stockholders  intended for inclusion in our Proxy  Statement at our next Special
Meeting  must be  received by  February  5, 2010 in order to be  considered  for
inclusion in our proxy  materials.  Proposals  must be  addressed to  President,
Morgan Creek Energy Corp.,  5050 Quorum Drive,  Suite 700, Dallas,  Texas 75254.
Under  Rule  14a-4 of the  Securities  and  Exchange  Commission,  for all other
proposals by stockholders to be timely, a stockholder's notice must be delivered
to, or mailed and received at, our  principal  executive  offices not later than
February 5, 2010.  If a  stockholder  fails to so notify us of any such proposal
prior to such date, management will be allowed to use their discretionary voting
authority  with respect to proxies held by  management if the proposal is raised
at the  Special  Meeting,  without  any  discussion  of the  matter in our Proxy
Statement.

________________________________________________________________________________













                                      -16-





                                    EXHIBIT A

                                  AMENDMENT TO
                            ARTICLES OF INCORPORATION
                                       OF
                            MORGAN CREEK ENERGY CORP.

Pursuant to the  provisions  of the Nevada  Revised  Statutes,  as amended,  the
undersigned  corporation  enacts the  following  Amendment  to the  Articles  of
Incorporation:

1. The name of the corporation is:

                  MORGAN CREEK ENERGY CORP.

2. The following  amendment to the Articles of Incorporation was approved by the
directors on the 19th day of October, 2009.

o        Paragraph 3 of the Articles of Incorporation shall be  deleted  in  its
entirety and Paragraph 3 shall be as follows:

                  "The aggregate  number of share of all classes of shares which
         the Corporation shall have authority to issue is 400,000,000  shares of
         common stock, $0.001 par value."

3. The number of shares outstanding at the time of the adoption of the amendment
was  34,032,392  shares of common  stock.  The total number of shares  voting in
favor of such amendment was _______.

4. The effective date of this Amendment to the Articles of  Incorporation  shall
be upon filing.

_______________________________________________________________________________







                                      -17-




                            MORGAN CREEK ENERGY CORP.
                    PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
                  SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



The undersigned  stockholder of Morgan Creek Energy Corp. (the "Company") hereby
constitutes and appoints Peter Wilson with power of substitution,  as proxy (the
"Proxy") to represent the  undersigned at the Special Meeting of stockholders of
the Company to be held at 2:00 p.m., Central Time, on Wednesday,  March 3, 2010,
at the Company's offices,  5050 Quorum Drive, Suite 700, Dallas, Texas 75254 and
at any adjournment(s) thereof (the "Meeting"),  and to vote the number of shares
the  undersigned  would be entitled to vote if present in person as specified on
the following matters and otherwise in their discretion.


     THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE DIRECTOR NOMINEES AND
                     FOR THE APPROVAL OF PROPOSALS 1 AND 2.

1. To elect a director to the Company's Board of Directors as follows:

[ ] FOR all nominees listed below, except "WITHHOLD AUTHORITY" as to

Peter Wilson
D. Bruce Horton
John C. Weldy Jr.
Angelo Viard
Peter Carpenter

Note:  To withhold  authority  to vote for a nominee,  strike out the  nominee's
name.  If you do not strike  out the name your  proxy  will be voted  "for" each
nominee above.

2. To approve the  Amendment  to the Articles of  Incorporation  to increase our
authorized common stock to 400,000,000 shares of common stock, par value $0.001.

[ ]FOR approval         [ ] AGAINST approval         [ ] ABSTAIN





                                      -18-





      THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. YOU MAY REVOKE THE PROXY
    BEFORE IT IS VOTED BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY
      ISSUING A LATER PROXY, OR BY VOTING IN PERSON AT THE SPECIAL MEETING.

Please  mark,  date,  sign and  return  this  proxy as soon as  possible  in the
enclosed envelope.  For a corporation,  limited liability company,  partnership,
attorney-in-fact,  executor,  administrator,  trustee,  guardian  and the  like,
please  indicate the capacity in which you are  authorized  to vote on behalf of
the other person or entity,  as the case may be. For joint tenants,  both should
please sign.

Please sign below

X
  __________________________________________________

Please indicate signature capacity below
-Or-
Other joint tenant please sign below

X
  __________________________________________________

Please date: __________________

[ ] PLEASE CHECK IF YOU PLAN TO ATTEND THE MEETING.

================================================================================












                                      -19-