8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report:  March 5, 2009

ECCO ENERGY CORP.

(Exact Name of Registrant as Specified in its Charter)

NEVADA

(State or Other Jurisdiction of Incorporation)

000-51656	75-2990007
(Commission file number)	(I.R.S. Employer Identification No.)
3315 Marquart St.,Suite 206 Houston, Texas	77027
(Address of Principal Executive Offices)	(Zip Code)

713-771-5500

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]  Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 31, 2008, ECCO Energy Corp., a Nevada corporation (the “Company”) entered into an agreement to purchase  properties (the “Acquired Properties”) from Samurai Corp, Inc., including the working interests in the properties previously owned by M-J Oil Company and Lake Fork Resources, LLC in Ohio.  Financial agreements involving promissory notes were issued on December 30, 2008 and December 31, 2008, and were executed on February 27, 2009.  These acquisitions include 40 producing wells, 3 shut-in wells with current average net production of 240 Mcf of natural gas and 23 barrels of oil per day (the “Properties”).    The Company issued two promissory notes for a total of $6,976,200 to Samurai Corp, payable in full on January 1, 2018, bearing an annual interest rate of 6%.   The first note is for $2,655,000 and covers the properties previously owned by Lake Fork Resources.  The second note is for $4,321,200, and includes the properties formerly owned by M-J Oil Company.  For 2009, there will be payments of interest only on the notes, with principal payments beginning on January 1, 2010.

The principal owner of Samurai Corp, is Sam Skipper, the CEO of ECCO Energy.  Samurai Corp, Inc. is considered an affiliated company.  Samurai purchased these properties during 2008 for an aggregate consideration of $6,500,000 with approximately $400,000 in expenses and improvements since the original purchase dates.  Samurai Operating Co. will continue as operator.

Along with the oil and gas properties, ECCO acquired a gas pipeline (“Pipeline”) which services the Acquired Properties.  The gas pipeline system, approximately 13 miles in length, is located in Jefferson and Harrison Counties, Ohio.  The pipeline was purchased from M- J Oil Company of Paris, Ohio, by issuing a mortgage note for $1,000,000.  The mortgage note bears an 8% annual interest rate.  The mortgage is secured by the pipeline assets.  There are no payments due until September 30, 2009, at which time, the entire unpaid balance of principal and accrued interest is due.

2 – FINANCIAL INFORMATION

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Although the transactions were completed on December 30, 2008 and December 31, 2008, the promissory notes for the sale were not executed until February 27, 2009.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On December 31, 2008, the Company issued two promissory notes for a total of $6,976,200 bearing interest at the rate of 6% per annum and payable on January 1, 2018 for the acquisition of the Properties under the Acquisition Agreement and assumed the principal and accrued interest under the $1,000,000 promissory note bearing interest at the rate of 8% per annum and payable on September 30, 2009 for the acquisition of the Pipeline.

9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Business Acquired.

     To be filed by amendment.

(b) Pro forma Financial Information.

     To be filed by amendment

(c) Shell Company Transaction.

     Not applicable

(d) Exhibits

10.1   Asset Purchase and Sales Agreement dated December 30, 2008 between ECCO Energy Corp. and Samurai Corp for the purchase and sale of oil and gas properties.

10.2   Asset Purchase and Sales Agreement dated December 31, 2008 between ECCO Energy Corp. and Samurai Corp for the purchase and sale of oil and gas properties.

10.3   Asset Purchase and Sales Agreement dated October 15, 2008 between ECCO Energy Corp. and M-J Oil Company for the purchase and sale of a pipeline.

10.4   Promissory Note dated February 27, 2008 in the original principal amount of $2,655,000 and bearing interest at the rate of 6% per annum payable to Samurai Corp.

10.5   Promissory Note dated February 27, 2008 in the original principal amount of $4,321,000 and bearing interest at the rate of 6% per annum payable to Samurai Corp

10.6   Promissory Note dated October 15, 2008 in the original principal amount of $1,000,000 and bearing interest at the rate of 8% per annum payable to M-J Oil Co.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ECCO Energy Corp.
Date:  March 04, 2009	By:/s/ Samuel Skipper
	Samuel Skipper
	President/CEO

EX-10.1

EXHIBIT 10.1

ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (the “Agreement”) is made and entered into effective this 30th day of December, 2008, by and between Samurai Corp., a Texas corporation (“Seller”), and ECCO Energy Corp., a Nevada corporation (“Buyer”).

BACKGROUND

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets (as defined in Section 1 hereof) in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants and conditions contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Sale and Purchase of the Assets.  On the Closing Date (as defined in Section 11 hereof), Seller shall sell, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, as of the Effective Date (also as defined in Section 11(a) hereof), all of Seller’s right, title and interest in and to the following assets (Seller’s right, title and interest in the following is collectively called the “Assets”):

a.Oil and Gas Leases.  The oil, gas and mineral leases and the leasehold estates created thereby, described on Schedule 1 hereto (collectively, the “Leases”), insofar as the Leases cover and relate to the land and depths described therein (the “Lands”), together with corresponding interests in and to all the property and rights incident thereto, including pooled or unitized acreage by virtue of the Lands being a part thereof, all production from the pool or unit allocated to any such Lands, and all interests in any Wells (as defined in Section 1(b) hereof) within the pool or unit associated with the Lands;

b.Wells.  All producing, non-producing and shut-in oil and gas wells, injection wells and water wells located on the Lands, or lands pooled or unitized therewith, which wells are described in Schedule 1(b) hereto (collectively, the “Wells”), and all personal property, equipment, fixtures, pipelines and improvements located on and appurtenant to the Lands or Wells insofar as they are used or were obtained in connection with the operation of the Wells or Leases or relate to the exploration for, development, production, treatment, transportation, sale or disposal of hydrocarbons or water produced therefrom or attributable thereto, but expressly not including any vehicles nor any other property not affixed to one of the Wells;

c. Contracts.  All right, title and interest of Seller in and to all presently existing and valid operating agreements, exploration agreements, farmout agreements, rights of ways, easements, and other agreements and contracts which relate to any of the Assets described above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage or transportation of production therefrom, specifically including, but not limited to, such operating agreements, exploration agreements, farmout agreements, and other agreements and contracts enumerated on Schedule 1(c) hereto;

d.  Records.  All books, files, records, maps, correspondence, studies, surveys, reports and other data in the possession of Seller and relating to the Assets or copies thereof (the “Records”).

2.           Purchase Price.  The total purchase price for the Assets shall be Two Million Six  Hundred Fifty Five Thousand Dollars ($2,655,000.00) payable as set forth in the Promissory Note attached hereto and made a part hereof for all purposes as Exhibit A. The parties agree that the Purchase Price shall be allocated among the Assets in the manner described on Schedule 2 hereto.

3.           Representations and Warranties of Seller.  Seller represents and warrants to Buyer as follows:

a.Organization.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified or registered as a foreign entity in each jurisdiction where it is required to be so qualified and registered except where the failure to so qualify would not have a material adverse effect on the Seller’s ownership, operation or value of the Assets.

b.Authority.   Seller has full power and authority to enter into this Agreement and to perform Seller’s obligations under this Agreement.  Neither the execution and delivery of this Agreement nor the performance by Seller of its obligations hereunder will (i) violate Seller’s Articles of Organization, (ii) violate or constitute a default under any law, regulation, contract, agreement, consent decree or judicial order by which Seller or any of its officers, members or partners are bound or (iii) result in the creation of any Title Defect upon the Assets.

c.Enforceability.  This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.  At the Closing, all documents required hereunder to be executed and delivered by Seller and shall constitute the legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.

d.Contracts.  Schedule 1(c) contains a list of all material contracts affecting the Assets in Seller’s possession or to which Seller is aware the Assets are subject.  Seller has received no notice of its material default under any of such contracts.  Such contracts are in full force and effect and have not been modified or amended to any material extent subsequent to the date hereof.

e.Preferential Purchase Rights/Consents.  To the best of Seller’s knowledge, Schedule 3(e) sets forth all consents, approvals, waivers and authorizations (collectively, “Consents”), and all preferential purchase rights required to be obtained (“Pref Rights”), in connection with the sale of the Assets to Buyer.

f.Litigation and Claims.  Except as described on Schedule 3(f), no claim, demand, filing, cause of action, administrative proceeding, lawsuit or other litigation is pending or, to Seller’s knowledge, threatened with respect to Seller or the Assets that could now or hereafter materially adversely affect the ownership, operation or value of the Assets.

g.Finder’s Fees.  Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect to this transaction for which Buyer shall have any responsibility whatsoever.

h.Compliance with Laws.  Seller has no actual knowledge, and has not received any notice from any federal, state or municipal authority that the Assets or Seller’s use thereof in its business, are not in material compliance with all laws, rules, regulations and permits relating to the Assets except for such non-compliance and violations which, individually or in the aggregate, would not have a material adverse effect on the ownership, operation or value of the Assets.  Seller will promptly notify Buyer upon receipt of any such notice.

i.Title.  Seller owns the Assets free and clear of all liens and encumbrances (except as disclosed in the Schedules hereto) arising by, through or under Seller; provided however that Seller is not making any warranty as to the accuracy of the working interests, net working interests, net revenue interests or allocated values set forth on Schedule 1b or Schedule 2. The Transfer Documents contemplated in Section 6(d) shall be conveyed by Seller to Buyer with covenants of limited warranty against claims and demands of all persons lawfully claiming the same by, through, or under Seller, but not otherwise related to the title to the Wells and Leases, subject to the limitations of such warranty set forth in Section 13, but such Transfer Documents shall be made without any warranty of title, either express or implied, with respect to any personal property and equipment, and with respect to such personal property and equipment the Transfer Documents shall be made on an “as is” “where is” basis with all faults.

j.Environmental Issues.  To the best of its knowledge, Seller has complied in all material respects with all Environmental Laws (as defined below) and with the terms of all permits, licenses, orders, decrees and agreements thereunder.  Seller is not aware of, and has not received notice from any person or entity asserting or alleging (i) any non-compliance with the Environmental Laws by Seller relating to the operation and ownership of the Assets; (ii) any liability in connection with the release, spill, discharge, storage, disposal or presence of any pollutants, contaminations, chemicals, industrial, toxic or hazardous substances or wastes, petroleum, petroleum products or wastes and natural gas by-products, liquids or wastes (collectively, “Hazardous Materials”), including but not limited to liability under the federal Comprehensive Environmental Response, Compensation and Liability Act or similar state “Superfund” laws, relating in any way to the Assets; or (iii) the release, discharge or presence of any Hazardous Materials at, on, under or from any of the Assets requiring cleanup or other remedial action pursuant to the Environmental Laws.  For purposes of this agreement, Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act of 2980, as amended (42 U.S.C. & 6091 et. seq.).  The Resource Conservation and Recovery Act of 1976 (42 U.S.C. & 6901 et. seq.), The Clean Water Act (33 U.S.C. & 466 et. seq.), The Safe Drinking Water Act (14 U.S.C. & 1401-1450), The Hazardous Materials Transportation Act (49 U.S.C. & 1401-7401 et. seq.) as amended, The Clean Air Act amendments of 1990, and any other applicable federal, state or local law.  Notwithstanding the foregoing, the parties acknowledge that oil and gas assets of the nature of the Assets routinely contain some quantities of oil, brine or other materials and that the presence of such materials in such locations and quantities as are routinely found on or near Appalachian Basin oil and gas properties is not a violation of any warranty or other provision of this Agreement.

k.Financial Data.  To Seller’s knowledge, all financial data provided by Seller to Buyer relating to the Assets is true and accurate in all material respects.

l.No AFE Items or Well Abandonment.  Seller has incurred no expenses, and has made no commitments to make expenditures, in connection with (and no other obligations or liabilities have been incurred which would adversely affect) the ownership or operation of the Assets since December 1, 2008, other than routine expenses incurred in the normal operation of the same.  Seller has not abandoned any wells (or removed any material items of equipment, except those replaced by items of equal suitability and value) since December 1, 2008.  No proposals are currently outstanding (whether made by Seller or by any other party) to deepen, plug back, or rework any existing wells, to conduct other operations for which consent is required under the applicable operating agreements, or to conduct any other operations other than normal operation of existing wells constituting the Assets.

m.Gas Balancing.  Take or Pay.There is no well included within the definition of the Assets with respect to which Seller and its predecessors in title have collectively taken more (referred to herein as “over-produced”) or less (referred to herein as “under-produced”) production from such well than the ownership of Seller and such predecessors in such property would entitle Seller and such predecessors (absent any gas balancing agreement or arrangement) to receive; there exist no gas balancing arrangements or agreements whereby over production from wells not located on the Assets can be balanced with production from the Assets.  Neither Seller, nor to Seller’s knowledge any other party, has received prepayments (including, but not limited to, payments for gas not taken pursuant to “take-or-pay” arrangements) for any oil or natural gas produced from the Assets (or other properties) as a result of which the obligation exists to deliver oil or natural gas produced from the assets after the Closing Date without then receiving payment (or without then receiving full payment) therefor or to make repayments in cash.

n.Permits.  To the extent Seller is the operator of an Asset, to the best of its knowledge Seller has all material governmental licenses and permits necessary or appropriate to own and operate the Asset as presently being owned and operated, and such licenses, permits and filings are in full force and effect (and are transferable by Seller), and Seller has not received written notice of any material violations in respect of any such licenses or permits.  To the extent that Seller is not the operator of an Asset, to the best of Seller’s knowledge, the operator of the Asset has all material governmental licenses and permits necessary or appropriate to own and operate the Asset as presently being owned and operated, and such licenses, permits and filings are in full force and effect, and Seller has not received written notice of any material violations in respect of any such licenses or permits.

o.No Material Adverse Change. Since the date of this Agreement, to the best of Seller’s knowledge there shall have been no material adverse changes in the conditions of any of the Assets except normal production, depreciation of equipment through ordinary wear and tear and other events or conditions approved in writing by Buyer on the Closing Date.

4.           Representations and Warranties of Buyer.  Buyer represents and warrants to Seller as follows:

a.Organization.  Buyer is a Nevada corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

b.Authority and Ability.  Buyer has full power and authority and has taken all requisite action, corporate or otherwise, to authorize Buyer to carry on Buyer’s business as presently conducted, to enter into this Agreement, to purchase the Assets on the terms described in this Agreement and to perform its obligations under this Agreement.  Neither the execution and delivery of this Agreement nor the performance by Buyer of its obligations hereunder will (i) violate Buyer’s Articles of Incorporation or Bylaws or (ii) violate or constitute a default under any law, regulation, contract, agreement, consent decree or judicial order by which Buyer or any of its directors, officers or shareholders are bound. Buyer has the financial ability and available credit to be able to perform all of its obligations under this Agreement.

c.Enforceability.  This Agreement has been duly executed and delivered on behalf of Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.  At the Closing, all documents required hereunder to be executed and delivered by Buyer shall be duly authorized, executed and delivered and shall constitute legal, valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.

d.Status of Buyer.  Buyer represents that by reason of its knowledge and experience in the evaluation, acquisition, and operation of oil and gas properties, Buyer has performed, or will perform before Closing, a due diligence review of the Assets and will have evaluated the merits and risks of purchasing the Assets from Seller and has formed an opinion as to the value and purchase of the Assets based solely on Buyer’s knowledge and experience and not on any representations or warranties by Seller except as otherwise provided in this Agreement  Buyer is acquiring the Assets for its own account and without a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended.

e.Finder’s Fees.  Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect to this transaction for which Seller shall have any responsibility whatsoever.

 5.  Covenants of Seller.

a.Conduct of Business Pending Closing.  Seller covenants that from the date hereof to the Closing Date, Seller will:

i.Ordinary Course of Business, etc.  Not (A) act in any manner with respect to the Assets other than in the normal, usual and customary manner, consistent with prior practice; (B) dispose of, encumber or relinquish any of the Assets (other than in the ordinary course of business or as a result of the expiration of Leases or other agreements or contracts that Seller has no right or option to renew); (C) waive, compromise or settle any material right or claim with respect to any of the Assets; (D) commit to or make capital or workover expenditures with respect to the Assets in an amount which exceeds $10,000 without Buyer's consent, except when required by an emergency when there shall have been insufficient time to obtain advance consent; (E) abandon any Well unless required to do so by a governmental or regulatory agency or (F) modify or terminate any Lease or other material agreement or contract.

ii.Permits, etc.  Cooperate with Buyer in the notification of all applicable governmental regulatory authorities of the transactions contemplated hereby and cooperate with Buyer in obtaining the issuance by each such authority of such permits, licenses and authorizations as may be necessary for Buyer to own and operate the Assets following the consummation of the transactions contemplated by this Agreement.

iii.Preferential Rights and Consents.  Use commercially reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all material Assets, (i) all Pref Rights and requirements that Consents be obtained which would be applicable to the transactions contemplated hereby and (ii) the names and addresses of parties holding such rights; in attempting to identify such Pref Rights and Consents, and the names and addresses of such parties holding the same, Seller shall in no event be obligated to go beyond its own records. Seller will request from the parties so identified (and in accordance with the documents creating such Pref Rights and Consents), execution of Consents and/or waivers of Pref Rights so identified.

b.Access.  Seller, shall afford to Buyer and its authorized representatives reasonable access, at Buyer’s sole risk and expense, from the date hereof until the Closing Date during normal business hours, to (i) the Assets operated by Seller, provided, however, that Buyer shall indemnify and hold harmless Seller from and against any and all Damages (as defined in Section 14 hereof) arising from Buyer’s inspection of the Assets, and (ii) Seller’s Records.

6.           Conditions Precedent to the Obligations of Seller.  The obligations of Seller to be performed at the Closing are subject to the fulfillment (or waiver by Seller in its sole discretion), before or at the Closing, of each of the following conditions:

a.Representations and Warranties.  The representations and warranties by Buyer set forth in this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of the Closing and Buyer shall have delivered a certificate to such effect to Seller; and Buyer shall have performed and complied with in all material respects all covenants and agreements required to be performed and satisfied by it at or prior to Closing.

b.No Litigation.  There shall be no suits, actions or other proceedings pending or threatened to enjoin the consummation of the transactions contemplated by this Agreement or seeking substantial damages against Seller or Buyer in connection therewith.

c.Purchase Price.  Buyer shall have delivered the Purchase Price to Seller in the form of a Promissory Note.

d.Conveyance Documents.  Buyer shall have executed and delivered to Seller (i) instruments of assignment and deeds in forms mutually acceptable to Buyer and Seller effectuating the transfer of the Assets as contemplated herein (the “Transfer Documents”), (ii) division orders, transfer orders or letters in lieu thereof directing all purchasers of production from the Assets to make payment of proceeds attributable to such production occurring on or after the Effective Date to Buyer and (iii) all appropriate state or local forms required to be executed to effect the administrative change of operator of such Assets from Seller to Buyer to the extent that Seller shall no longer have regulatory responsibility for the Assets.

e.Simultaneous Transaction.  A closing shall have occurred, or will occur simultaneously on a transaction involving the sale of a pipeline from Seller to an affiliate of Buyer.

7.           Conditions Precedent to the Obligations of Buyer.  The obligations of Buyer to be performed at the Closing are subject to the fulfillment (or waiver by Buyer in its sole discretion), before or at the Closing, of each of the following conditions:

a.Representations and Warranties.  The representations and warranties by Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of the Closing and Seller shall have delivered a certificate to such effect to Buyer; and Seller shall have performed and complied with in all material respects all covenants and agreements required to be performed and satisfied by it at or prior to Closing.

b.No Litigation.  There shall be no suits, actions or other proceedings pending or threatened to enjoin the consummation of the transactions contemplated by this Agreement or seeking substantial damages against Seller or Buyer in connection therewith.

c.Conveyance Documents.  Seller shall have executed and delivered to Buyer (i) the Transfer Documents, (ii) division orders, transfer orders or letters in lieu thereof directing all purchasers of production from the Assets to make payment of proceeds attributable to such production occurring on or after the Effective Date to Buyer and (iii) all appropriate state or local forms required to be executed to effect the administrative change of operator of such Assets from Seller to Buyer.

d.Title.  Buyer shall be satisfied in its sole discretion as to the state of title to the Assets.

8.           Title Matters.

a.Title Adjustment.  Buyer shall notify Seller in writing of any claimed Title Defects promptly upon Buyer’s discovery thereof and in no event later than October 15 (“Title Defects Notice”).  The Title Defects Notice shall set forth in reasonable detail (i) the Well, Lease or other Asset with respect to which a claimed Title Defect is made, (ii) the nature of such claimed Title Defect and (iii) Buyer’s calculation of the value of each claimed Title Defect in accordance with the guidelines set forth in Section 8(d) hereof.  Any Title Defect that is not identified in the Title Defects Notice shall thereafter be forever waived and expressly assumed by Buyer and shall be deemed to have become a Permitted Encumbrance; provided, however, that nothing contained herein shall be deemed to limit Buyer’s right to indemnification under Section 14(b) hereof or under Seller’s limited warranty of title.

b.Definitions.  The following terms shall have the following meanings for purposes of this Agreement:

i.“Title Defect” shall mean, with respect to Seller’s interest in each of the Wells and Leases listed on Schedule 1(b) any lien, mortgage, pledge (other than liens, mortgages and pledges to be released at Closing), claim, charge, option or other defect which would violate Seller’s limited warranty covenants and would materially affect or interfere with the operation, use, ownership or value of such Well and Lease other than Permitted Encumbrances and which results in (1) Seller being entitled to receive a percentage of all proceeds of production therefrom less than the Net Revenue Interest of Seller set forth on Schedule 1(b) for such Well and Lease, or (2) Seller being obligated to pay costs and expenses relating to the operations on and the maintenance and development of such Well and Lease in an amount greater than the Working Interest set forth in Schedule 1(b), without a corresponding increase in the Net Revenue Interest for such Well and Lease  The exercise of a preferential right or a written objection to Seller’s notice of transfer shall be treated as provided in Section 9 and shall not be considered a Title Defect.

ii.“Net Revenue Interest” shall mean Seller’s interest in and to all production of oil, gas and other minerals saved, produced and sold from any Well and Lease after giving effect to all valid lessor’s royalties, overriding royalties, production payments, carried interests, liens and other encumbrances or charges against production therefrom.

iii.“Working Interest” shall mean, with respect to any Well and Lease, Seller’s interest in and to the full and entire leasehold estate created under and by virtue of the Leases held in connection with such Well and all rights and obligations of every kind and character appurtenant thereto or arising therefrom, without regard to any valid lessor’s royalty, overriding royalties, production payments, carried interests, liens, or other encumbrances or charges against production therefrom insofar as such interest in said leasehold estate is burdened with the obligation to bear and pay costs of operations.

iv.“Permitted Encumbrances” shall mean:

A.Lessors’ royalties, overriding royalties, reversionary interests and similar burdens if the cumulative effect of the burdens does not operate to reduce the interest of Seller with respect to all oil and gas produced from any Well or Lease below the Net Revenue Interest for such Well or Lease set forth in Schedule 1(b);

B.Division orders and sales contracts terminable without penalty upon no more than 90 days notice to the purchaser, and contracts as set forth in Schedule 1(c);

C.Materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s, tax, and other similar liens or charges arising in the ordinary course of business for obligations that are not delinquent or that will be paid and discharged in the ordinary course of business or if delinquent, that are being contested in good faith by appropriate action of which Buyer is notified in writing before Closing;

D.All Consents;

E.All rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests therein if they are routinely obtained subsequent to the sale or conveyance;

F.Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations that do not materially interfere with the oil and gas operations to be conducted with respect to the Assets;

G.All operating agreements, unit agreements, unit operating agreements, pooling agreements and pooling designations affecting the Assets;

H.Conventional rights of reassignment prior to release or surrender requiring notice to the holders of the rights;

I.All rights reserved to or vested in any governmental, statutory or public authority to control or regulate any of the Assets in any manner, and all applicable laws, rules and orders of governmental authority;

J.The terms and conditions of the Leases, and of all other agreements affecting the Assets; and

K.Any Title Defects Buyer may have expressly waived in writing or which are deemed to have become Permitted Encumbrances under Section 8(a).

Nothing contained in this Section 8(b)(iv) shall be deemed to limit Buyer’s right to indemnification under Section 14(b) hereof or Seller’s special warranty of title.

v.“Defect Value” shall mean the amount which is determined in accordance with Section 8(d) below with respect to each Title Defect which is accepted by Seller or determined to be a Title Defect pursuant to Section 8(c).

vi.Determination of Title Defects and Defect Values.  Within three (3) business days after Seller’s receipt of the Title Defects Notice, Seller shall notify Buyer whether Seller agrees with Buyer’s claimed Title Defects and/or the proposed Defect Values therefor (“Seller’s Response”).  In the event such claimed Title Defect is not cured prior to the Release Date and if Seller does not agree with any claimed Title Defect and/or the proposed Defect Value therefor, then the parties shall enter into good faith negotiations and shall attempt to agree on such matters.  If the parties cannot reach agreement concerning either the existence of a Title Defect or a Defect Value prior to Release Date, then either party may terminate this Agreement

vii. Remedies for Title Defect.  Seller shall have the right, but not the obligation, to cure any Title Defect accepted by Seller or determined to be a Title Defect pursuant to Section 8(c) above.

9.           Preferential Rights and Third Party Consents.  Subject to the provisions of Section 8(e)(iii) above, in the event a third party exercises an applicable preferential right to purchase, the Purchase Price shall be reduced by the amount attributed to the affected Asset(s) set forth in Schedule 2 and the Buyer shall purchase the remaining Assets.  The Purchase Price shall not be adjusted for the absence of Consents.

10.           Suspense Funds Held by Seller.  Suspense funds shall be accounted for on the Final Settlement Statement as provided in Section 12(b) below.

11.           Closing.  

a. The purchase and sale of the Assets pursuant to this Agreement shall be consummated (“Closing”) in Houston, Texas, at the offices of ECCO Energy Corp. on or before  December 30, 2008, or such other place and time as Seller and Buyer may mutually agree (the “Closing Date”). The effective date as to runs of oil  shall be as of 7 o-clock a.m., local time at the locations of the properties, on December 30, 2008, and for natural gas the applicable chart change on December 30, 2008 for the Wells and Leases included in the Assets (the “Effective Date”).   Seller will continue to operate the Assets until the Release Date.

Seller shall be entitled to all the proceeds from the sale of oil and natural gas produced therefrom (and any other revenues arising out of the operation thereof) before the Effective Date. Buyer shall be entitled to all proceeds (net of applicable production, severance, and similar taxes) from the sale of oil and natural gas produced therefrom (and any other revenues arising out of the operation thereof) after the Effective Date, and further adjusting for the existing balance in any suspense account, and further taking into account all receivables and payables relating to the Assets.

12.           Closing Statement and Post-Closing Adjustments.

a.Final Settlement Statement.  After the Release Date, Seller shall prepare, in accordance with this Agreement, a statement (the “Final Settlement Statement”), a copy of which shall be delivered by Seller to Buyer no later than forty-five (45) days after the Release Date, setting forth each adjustment to the Purchase Price necessary in accordance herewith and showing the calculation of such adjustments. Buyer shall have thirty (30) days after receipt of the Final Settlement Statement to review such statement and to provide written notice to Seller of Buyer’s objection to any item on the statement.  Buyer’s notice shall clearly identify the item(s) objected to and the reasons and support for the objection(s).  If Buyer does not provide written objection(s) within the 30-day period, the Final Settlement Statement shall be deemed correct and shall not be subject to further adjustment.  If Buyer provides written objection(s) within the 30-day period, the Final Settlement Statement shall be deemed correct as to the items with respect to which no objections were made.  Buyer and Seller shall meet to negotiate and resolve the objections within fifteen (15) days of Buyer’s receipt of Seller’s objections.  If Buyer and Seller agree on all objections the adjusted Final Settlement Statement shall be deemed correct and shall not be subject to further adjustment.  Any items not agreed to at the end of the 15-day period may, at either party’s request, be resolved by arbitration in accordance with Section 12(c) below.

b.Arbitration.  If Seller and Buyer cannot agree upon the Final Settlement Statement, the parties shall chose a mutually agreeable accounting firm to act as an arbitrator and decide all points of disagreement with respect to the Final Settlement Statement by not later than twenty (20) days following the parties retention of such consultant for such purpose.  The decision of such accounting firm on all such points shall be binding upon the parties.  The costs and expenses of such accounting firm shall be borne 50% by Seller and 50% by Buyer.

c.Payment of Final Purchase Price.  Any amounts owing from Seller to Buyer or Buyer to Seller as determined by the Final Settlement Statement shall be paid within five (5) days of the date the Final Settlement Statement is agreed upon or the final decision of the accounting firm, as the case may be.

13.           Limitation of Warranties.  Except as otherwise set forth in Section 3 hereof and as contained in the conveyance documents, the Assets are being sold by Seller to Buyer without recourse, covenant, or warranty of any kind, express, implied, or statutory.  WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, SELLER CONVEYS SUCH PROPERTY AS-IS, WHERE-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIMS AND NEGATES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.  SELLER ALSO EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES OR THE VALUE OF THE ASSETS BASED THEREON OR THE CONDITION OR STATE OF REPAIR OF ANY OF THE ASSETS; THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO EXTENDS TO THE EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE PRICES BUYER AND SELLER ARE OR WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF OIL, GAS OR OTHER SUBSTANCES FROM THE ASSETS, IT BEING UNDERSTOOD THAT ALL RESERVE, PRICE, AND VALUE ESTIMATES UPON WHICH BUYER HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF BUYER.

14.           Indemnification.  Except as expressly limited elsewhere in this Agreement:

a.Buyer’s Indemnification.  Buyer agrees to indemnify and hold harmless Seller, its officers, directors, employees, partners, members and managers and any entity which controls, is controlled by or is under common control with Seller and each of their respective successors and assigns (the “Seller Indemnified Parties”) from and against any and all liability, loss, cost and expense (including, without limitation, court costs and reasonable attorneys’ fees) (collectively, “Damages”) incurred by any Seller Indemnified Party and arising directly or indirectly out of or resulting from:

i.any liability attributable to the ownership or operation of Assets which is incurred with respect to any period of time after the Effective Date;

ii.any liability resulting from the condition of the Assets arising at any time after the Closing Date under any Environmental Law;

iii.any breach by Buyer of any of its representations, warranties, covenants or agreements hereunder; and/or

b.Seller’s Indemnification.  Seller agrees to indemnify and hold harmless Buyer, its officers, directors, employees, shareholders and any entity which controls, is controlled by or is under common control with Buyer and each of their respective successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Damages incurred by any Buyer Indemnified Party and arising directly or indirectly out of or resulting from

i.any liability attributable to the ownership and operation of the Assets which is incurred with respect to any period of time on or before the Effective Date;

ii.any breach by Seller of any of its representations, warranties, covenants or agreements hereunder; and/or

iii.any Damages incurred by Buyer arising directly or indirectly out of or resulting from Seller’s failure to obtain a required Consent, but only if Buyer provides written notice of such Damages to Seller prior to the expiration of one year subsequent to the Closing Date.

c.Limits on Indemnification.  No party hereto shall be liable for consequential or incidental damages incurred by the other party.  Further, Seller’s and Buyer’s indemnification obligations shall expire on the first anniversary of the Closing.

15.           Risk of Loss.  An adjustment to the Purchase Price shall be made if, after the date hereof and prior to the Closing, any part of the Assets shall be destroyed or harmed by fire or any other casualty or cause or shall be taken by condemnation or the exercise of eminent domain, but Seller shall be entitled to any applicable insurance proceeds or condemnation awards. In the event of any such loss, casualty or taking by eminent domain, the value of such Assets shall be considered in the calculation of Defect Value as provided in Section (8)(e)(iii).

16.           Termination and Remedies.

a.Termination.  If the Closing has not occurred on or prior to the Closing Date on account of any failure of Buyer to perform its obligations hereunder and Seller has fully complied and performed pursuant to the provisions of this Agreement, Seller may terminate this Agreement.

b.Sole Remedy of Buyer Prior to Closing.  If, any time prior to Closing, it is determined that any of the representations and warranties made herein by Seller are materially incorrect or if Seller fails to fully and timely comply with any of Seller’s obligations as set forth herein or as required by applicable law, Buyer’s sole and exclusive remedy against Seller shall be to terminate this Agreement.

17.           Further Assurances.  After the Closing, Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document, certificate or other instrument delivered pursuant hereto.

18.           Access to Records by Seller.  No later than  thirty (30) days after Closing, Seller shall deliver to Buyer the originals of all Records including accounting Records relating to the Assets at Buyer’s expense and with minimal disruption of Seller’s ongoing business.  For a period of three (3) years after the date of Closing, Buyer will retain the Records delivered to it pursuant hereto and will make such Records available to Seller upon reasonable notice at Buyer’s headquarters at reasonable times and during office hours.  Buyer shall notify Seller in writing within thirty (30) days of the sale to a third party of all or any part of the Assets which involves the transfer of any of the Records of the name and address of the buyer(s) in any such sale.  Buyer shall require as part of any such sales transaction that such third party assume the obligations imposed on Buyer in this Section.

19.           Notices.  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by certified mail, postage prepaid and return receipt requested or by telecopier as follows:

Buyer:                         Samuel M. Skipper, President

ECCO Energy Corp.

3315 Marquart, Suite 206

Houston, TX  77027

With copies to:         Claudio R. Roman

Attorney at Law

3315 Marquart  St. Suite 205

Houston, TX 77027-6027

Cell: 713-299-7075

E-Fax: 832-553-2803

Seller:                         Samurai Corp.

P. O. Box 421917

Houston, TX  77242

Phone: (713) 771-5500

Fax:   (713) 771-5556

or to such other place within the United States of America as either party may designate as to itself by written notice to the other.  All notices given by personal delivery or mail shall be effective on the date of actual receipt at the appropriate address.  Notices given by telecopier shall be effective upon actual receipt if received during recipient’s normal business hours or at the beginning of the next business day after receipt if received after the recipient’s normal business hours.  All notices by telecopier shall be confirmed in writing on the day of transmission by either mailing by postage prepaid certified mail with return receipt requested, or by personal delivery.

20.           Arbitration.  If at any time any dispute shall arise between Buyer and Seller under this Agreement or under any of the terms and provisions hereof (other than any dispute to be decided by an accounting firm pursuant to Section 12(c) hereof) which cannot be agreed upon by the parties hereto, then such dispute shall be referred to a board of arbitrators (the “Board”).  Such Board shall be composed of a representative of Buyer and a representative of Seller, to be selected by them, respectively, and a third arbitrator who shall be chosen by the two (2) arbitrators herein provided for.  In case the two (2) arbitrators are unable to agree within ten (10) days upon a third arbitrator, then the American Arbitration Association shall designate a disinterested person to act as such arbitrator; and, in case either of the parties should, for a period of ten (10) days after receipt of the notice below referred to, fail to select and make known in writing to the other party the arbitrator selected by it, the said American Arbitration Association shall designate two (2) disinterested persons, who together with the person selected by the party desiring the arbitration, shall constitute the Board.  Either party may at any time serve upon the other a notice setting forth the point or points upon which the decision of said Board is desired and the other party may, within ten (10) days thereafter, serve a counter-notice specifying any additional points or differences arbitrable hereunder upon which such other party may desire a decision.  The Board shall give ten (10) days written notice of the time and place of hearing to the respective parties, and shall determine questions submitted to it for arbitration, and make its decision and award in writing.  The decision and award of a majority of the arbitrators shall be final, conclusive and obligatory upon the parties to this Agreement, their successors and assigns, and without appeal, and each party hereto agrees to abide by and comply with every such decision and award.  Those costs of any such arbitration shall in the first instance be paid by the party requesting the same, but if such party substantially prevails therein it shall be reimbursed therefor by the other party, and this question of costs shall in each case be determined by the Board when it renders its decision on the question or questions submitted to it.

21.           Governing Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for the resolution of all disputes and arbitration proceedings provided for herein shall take place in Houston, Texas.

22.           Assignment.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and assigns.  Notwithstanding the preceding sentence, Buyer shall not assign this Agreement or its rights or obligations hereunder without Seller’s written consent which consent shall not be unreasonably withheld or delayed.

23.           Entire Agreement; Amendments; Waivers.  This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, superseding all prior negotiations, discussions, agreements and understandings, whether oral or written, relating to such subject matter.  This Agreement may not be amended and no rights hereunder may be waived except by a written document signed by the party to be charged with such amendment or waiver.  No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

24.           Severability.  If a court of competent jurisdiction determines that any clause or provision of this Agreement is void, illegal, or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law.

25.           Press Releases.  Seller and Buyer shall consult with each other prior to the issuance of any press releases or other public announcements concerning this transaction.

26.           Headings.  The headings of the Sections of this Agreement are for guidance and convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of this Agreement.

27.           Counterparts.  This Agreement may be executed by Buyer and Seller in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument.  This Agreement will be binding upon the parties who do sign whether or not all parties sign the Agreement.

28.           Expenses, Fees and Taxes.  Each of the parties hereto shall pay its own fees and expenses incident to the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby, including broker fees. Buyer shall be responsible for the cost of all fees for the recording of transfer documents.  All other costs shall be borne by the party incurring them.  Notwithstanding anything to the contrary herein, it is acknowledged and agreed by and between Seller and Buyer that the Purchase Price excludes any sales taxes or other taxes in connection with the sale of property pursuant to this Agreement and that all such taxes shall be borne by the party incurring them.

29.           Business Days.  The term “business day” when referred to herein shall mean any day (other than a day which is a Saturday, Sunday or legal holiday) in the State of Ohio.

30.           Survival of Representations and Warranties.  All representations and warranties made herein by Seller and Buyer shall be continuing and shall be true and correct on and as of Closing with the same force and effect as if made at that time (and shall inure to the benefit of the respective successors and assigns of Seller and Buyer), and all of such representations and warranties shall survive for a period of one year from the Closing Date.

IN WITNESS WHEREOF, the parties hereto have caused their duly elected officers to execute this Agreement on the date first above written.

ECCO Energy Corp.

/s/Samuel Skipper

By: Samuel M. Skipper

Its:  President

Samurai Corp.

/s/Samuel Skipper

By: Samuel M Skipper

                                                     Its:  President

EX-10.2

Exhibit 10.2

ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (the “Agreement”) is made and entered into effective this 31st day of December, 2008, by and between Samurai Corp., a Texas corporation (“Seller”), and ECCO Energy Corp., a Nevada corporation (“Buyer”).

BACKGROUND

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets (as defined in Section 1 hereof) in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants and conditions contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Sale and Purchase of the Assets.  On the Closing Date (as defined in Section 11 hereof), Seller shall sell, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, as of the Effective Date (also as defined in Section 11(a) hereof), all of Seller’s right, title and interest in and to the following assets (Seller’s right, title and interest in the following is collectively called the “Assets”):

a.Oil and Gas Leases.  The oil, gas and mineral leases and the leasehold estates created thereby, described on Schedule 1(a) hereto (undeveloped acreage) and 1(b) hereto (producing properties) hereto (collectively, the “Leases”), insofar as the Leases cover and relate to the land and depths described therein (the “Lands”), together with corresponding interests in and to all the property and rights incident thereto, including pooled or unitized acreage by virtue of the Lands being a part thereof, all production from the pool or unit allocated to any such Lands, and all interests in any Wells (as defined in Section 1(b) hereof) within the pool or unit associated with the Lands;

b.Wells.  All producing, non-producing and shut-in oil and gas wells, injection wells and water wells located on the Lands, or lands pooled or unitized therewith, which wells are described in Schedule 1(b) hereto (collectively, the “Wells”), and all personal property, equipment, fixtures, pipelines and improvements located on and appurtenant to the Lands or Wells insofar as they are used or were obtained in connection with the operation of the Wells or Leases or relate to the exploration for, development, production, treatment, transportation, sale or disposal of hydrocarbons or water produced therefrom or attributable thereto, but expressly not including any vehicles nor any other property not affixed to one of the Wells;

c. Contracts.  All right, title and interest of Seller in and to all presently existing and valid operating agreements, exploration agreements, farmout agreements, rights of ways, easements, and other agreements and contracts which relate to any of the Assets described above, or which relate to the exploration, development, operation, or maintenance thereof or the treatment, storage or transportation of production therefrom, specifically including, but not limited to, such operating agreements, exploration agreements, farmout agreements, and other agreements and contracts.

d.  Records.  All books, files, records, maps, correspondence, studies, surveys, reports and other data in the possession of Seller and relating to the Assets or copies thereof (the “Records”).

2.           Purchase Price.  The total purchase price for the Assets shall be Two Million Six  Hundred Fifty Five Thousand Dollars ($2,655,000.00) payable as set forth in the Promissory Note attached hereto and made a part hereof for all purposes as Exhibit A. The parties agree that the Purchase Price shall be allocated among the Assets in the manner described on Schedule 2 hereto.

3.           Representations and Warranties of Seller.  Seller represents and warrants to Buyer as follows:

a.Organization.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and is qualified or registered as a foreign entity in each jurisdiction where it is required to be so qualified and registered except where the failure to so qualify would not have a material adverse effect on the Seller’s ownership, operation or value of the Assets.

b.Authority.   Seller has full power and authority to enter into this Agreement and to perform Seller’s obligations under this Agreement.  Neither the execution and delivery of this Agreement nor the performance by Seller of its obligations hereunder will (i) violate Seller’s Articles of Organization, (ii) violate or constitute a default under any law, regulation, contract, agreement, consent decree or judicial order by which Seller or any of its officers, members or partners are bound or (iii) result in the creation of any Title Defect upon the Assets.

c.Enforceability.  This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.  At the Closing, all documents required hereunder to be executed and delivered by Seller and shall constitute the legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.

d.Contracts.  Schedule 1(c) contains a list of all material contracts affecting the Assets in Seller’s possession or to which Seller is aware the Assets are subject.  Seller has received no notice of its material default under any of such contracts.  Such contracts are in full force and effect and have not been modified or amended to any material extent subsequent to the date hereof.

e.Litigation and Claims.  Except as described on Schedule 3(f), no claim, demand, filing, cause of action, administrative proceeding, lawsuit or other litigation is pending or, to Seller’s knowledge, threatened with respect to Seller or the Assets that could now or hereafter materially adversely affect the ownership, operation or value of the Assets.

f.Finder’s Fees.  Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect to this transaction for which Buyer shall have any responsibility whatsoever.

g.Compliance with Laws.  Seller has no actual knowledge, and has not received any notice from any federal, state or municipal authority that the Assets or Seller’s use thereof in its business, are not in material compliance with all laws, rules, regulations and permits relating to the Assets except for such non-compliance and violations which, individually or in the aggregate, would not have a material adverse effect on the ownership, operation or value of the Assets.  Seller will promptly notify Buyer upon receipt of any such notice.

h.Title.  Seller owns the Assets free and clear of all liens and encumbrances (except as disclosed in the Schedules hereto) arising by, through or under Seller; provided however that Seller is not making any warranty as to the accuracy of the working interests, net working interests, net revenue interests or allocated values set forth on Schedule 1b or Schedule 2. The Transfer Documents contemplated in Section 6(d) shall be conveyed by Seller to Buyer with covenants of limited warranty against claims and demands of all persons lawfully claiming the same by, through, or under Seller, but not otherwise related to the title to the Wells and Leases, subject to the limitations of such warranty set forth in Section 13, but such Transfer Documents shall be made without any warranty of title, either express or implied, with respect to any personal property and equipment, and with respect to such personal property and equipment the Transfer Documents shall be made on an “as is” “where is” basis with all faults.

i.Environmental Issues.  To the best of its knowledge, Seller has complied in all material respects with all Environmental Laws (as defined below) and with the terms of all permits, licenses, orders, decrees and agreements thereunder.  Seller is not aware of, and has not received notice from any person or entity asserting or alleging (i) any non-compliance with the Environmental Laws by Seller relating to the operation and ownership of the Assets; (ii) any liability in connection with the release, spill, discharge, storage, disposal or presence of any pollutants, contaminations, chemicals, industrial, toxic or hazardous substances or wastes, petroleum, petroleum products or wastes and natural gas by-products, liquids or wastes (collectively, “Hazardous Materials”), including but not limited to liability under the federal Comprehensive Environmental Response, Compensation and Liability Act or similar state “Superfund” laws, relating in any way to the Assets; or (iii) the release, discharge or presence of any Hazardous Materials at, on, under or from any of the Assets requiring cleanup or other remedial action pursuant to the Environmental Laws.  For purposes of this agreement, Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act of 2980, as amended (42 U.S.C. & 6091 et. seq.).  The Resource Conservation and Recovery Act of 1976 (42 U.S.C. & 6901 et. seq.), The Clean Water Act (33 U.S.C. & 466 et. seq.), The Safe Drinking Water Act (14 U.S.C. & 1401-1450), The Hazardous Materials Transportation Act (49 U.S.C. & 1401-7401 et. seq.) as amended, The Clean Air Act amendments of 1990, and any other applicable federal, state or local law.  Notwithstanding the foregoing, the parties acknowledge that oil and gas assets of the nature of the Assets routinely contain some quantities of oil, brine or other materials and that the presence of such materials in such locations and quantities as are routinely found on or near Appalachian Basin oil and gas properties is not a violation of any warranty or other provision of this Agreement.

j.Financial Data.  To Seller’s knowledge, all financial data provided by Seller to Buyer relating to the Assets is true and accurate in all material respects.

k.No AFE Items or Well Abandonment.  Seller has incurred no expenses, and has made no commitments to make expenditures, in connection with (and no other obligations or liabilities have been incurred which would adversely affect) the ownership or operation of the Assets since December 1, 2008, other than routine expenses incurred in the normal operation of the same.  Seller has not abandoned any wells (or removed any material items of equipment, except those replaced by items of equal suitability and value) since December 1, 2008.  No proposals are currently outstanding (whether made by Seller or by any other party) to deepen, plug back, or rework any existing wells, to conduct other operations for which consent is required under the applicable operating agreements, or to conduct any other operations other than normal operation of existing wells constituting the Assets.

l.Gas Balancing.  Take or Pay.There is no well included within the definition of the Assets with respect to which Seller and its predecessors in title have collectively taken more (referred to herein as “over-produced”) or less (referred to herein as “under-produced”) production from such well than the ownership of Seller and such predecessors in such property would entitle Seller and such predecessors (absent any gas balancing agreement or arrangement) to receive; there exist no gas balancing arrangements or agreements whereby over production from wells not located on the Assets can be balanced with production from the Assets.  Neither Seller, nor to Seller’s knowledge any other party, has received prepayments (including, but not limited to, payments for gas not taken pursuant to “take-or-pay” arrangements) for any oil or natural gas produced from the Assets (or other properties) as a result of which the obligation exists to deliver oil or natural gas produced from the assets after the Closing Date without then receiving payment (or without then receiving full payment) therefor or to make repayments in cash.

m.Permits.  To the extent Seller is the operator of an Asset, to the best of its knowledge Seller has all material governmental licenses and permits necessary or appropriate to own and operate the Asset as presently being owned and operated, and such licenses, permits and filings are in full force and effect (and are transferable by Seller), and Seller has not received written notice of any material violations in respect of any such licenses or permits.  To the extent that Seller is not the operator of an Asset, to the best of Seller’s knowledge, the operator of the Asset has all material governmental licenses and permits necessary or appropriate to own and operate the Asset as presently being owned and operated, and such licenses, permits and filings are in full force and effect, and Seller has not received written notice of any material violations in respect of any such licenses or permits.

n.No Material Adverse Change. Since the date of this Agreement, to the best of Seller’s knowledge there shall have been no material adverse changes in the conditions of any of the Assets except normal production, depreciation of equipment through ordinary wear and tear and other events or conditions approved in writing by Buyer on the Closing Date.

4.           Representations and Warranties of Buyer.  Buyer represents and warrants to Seller as follows:

a.Organization.  Buyer is a Nevada corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

b.Authority and Ability.  Buyer has full power and authority and has taken all requisite action, corporate or otherwise, to authorize Buyer to carry on Buyer’s business as presently conducted, to enter into this Agreement, to purchase the Assets on the terms described in this Agreement and to perform its obligations under this Agreement.  Neither the execution and delivery of this Agreement nor the performance by Buyer of its obligations hereunder will (i) violate Buyer’s Articles of Incorporation or Bylaws or (ii) violate or constitute a default under any law, regulation, contract, agreement, consent decree or judicial order by which Buyer or any of its directors, officers or shareholders are bound. Buyer has the financial ability and available credit to be able to perform all of its obligations under this Agreement.

c.Enforceability.  This Agreement has been duly executed and delivered on behalf of Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.  At the Closing, all documents required hereunder to be executed and delivered by Buyer shall be duly authorized, executed and delivered and shall constitute legal, valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.

d.Status of Buyer.  Buyer represents that by reason of its knowledge and experience in the evaluation, acquisition, and operation of oil and gas properties, Buyer has performed, or will perform before Closing, a due diligence review of the Assets and will have evaluated the merits and risks of purchasing the Assets from Seller and has formed an opinion as to the value and purchase of the Assets based solely on Buyer’s knowledge and experience and not on any representations or warranties by Seller except as otherwise provided in this Agreement  Buyer is acquiring the Assets for its own account and without a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended.

e.Finder’s Fees.  Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect to this transaction for which Seller shall have any responsibility whatsoever.

 5.  Covenants of Seller.

a.Conduct of Business Pending Closing.  Seller covenants that from the date hereof to the Closing Date, Seller will:

i.Ordinary Course of Business, etc.  Not (A) act in any manner with respect to the Assets other than in the normal, usual and customary manner, consistent with prior practice; (B) dispose of, encumber or relinquish any of the Assets (other than in the ordinary course of business or as a result of the expiration of Leases or other agreements or contracts that Seller has no right or option to renew); (C) waive, compromise or settle any material right or claim with respect to any of the Assets; (D) commit to or make capital or workover expenditures with respect to the Assets in an amount which exceeds $10,000 without Buyer's consent, except when required by an emergency when there shall have been insufficient time to obtain advance consent; (E) abandon any Well unless required to do so by a governmental or regulatory agency or (F) modify or terminate any Lease or other material agreement or contract.

ii.Permits, etc.  Cooperate with Buyer in the notification of all applicable governmental regulatory authorities of the transactions contemplated hereby and cooperate with Buyer in obtaining the issuance by each such authority of such permits, licenses and authorizations as may be necessary for Buyer to own and operate the Assets following the consummation of the transactions contemplated by this Agreement.

iii.Preferential Rights and Consents.  Use commercially reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all material Assets, (i) all Pref Rights and requirements that Consents be obtained which would be applicable to the transactions contemplated hereby and (ii) the names and addresses of parties holding such rights; in attempting to identify such Pref Rights and Consents, and the names and addresses of such parties holding the same, Seller shall in no event be obligated to go beyond its own records. Seller will request from the parties so identified (and in accordance with the documents creating such Pref Rights and Consents), execution of Consents and/or waivers of Pref Rights so identified.

b.Access.  Seller, shall afford to Buyer and its authorized representatives reasonable access, at Buyer’s sole risk and expense, from the date hereof until the Closing Date during normal business hours, to (i) the Assets operated by Seller, provided, however, that Buyer shall indemnify and hold harmless Seller from and against any and all Damages (as defined in Section 14 hereof) arising from Buyer’s inspection of the Assets, and (ii) Seller’s Records.

6.           Conditions Precedent to the Obligations of Seller.  The obligations of Seller to be performed at the Closing are subject to the fulfillment (or waiver by Seller in its sole discretion), before or at the Closing, of each of the following conditions:

a.Representations and Warranties.  The representations and warranties by Buyer set forth in this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of the Closing and Buyer shall have delivered a certificate to such effect to Seller; and Buyer shall have performed and complied with in all material respects all covenants and agreements required to be performed and satisfied by it at or prior to Closing.

b.No Litigation.  There shall be no suits, actions or other proceedings pending or threatened to enjoin the consummation of the transactions contemplated by this Agreement or seeking substantial damages against Seller or Buyer in connection therewith.

c.Purchase Price.  Buyer shall have delivered the Purchase Price to Seller in the form of a Promissory Note.

d.Conveyance Documents.  Buyer shall have executed and delivered to Seller (i) instruments of assignment and deeds in forms mutually acceptable to Buyer and Seller effectuating the transfer of the Assets as contemplated herein (the “Transfer Documents”), (ii) division orders, transfer orders or letters in lieu thereof directing all purchasers of production from the Assets to make payment of proceeds attributable to such production occurring on or after the Effective Date to Buyer and (iii) all appropriate state or local forms required to be executed to effect the administrative change of operator of such Assets from Seller to Buyer to the extent that Seller shall no longer have regulatory responsibility for the Assets.

e.Simultaneous Transaction.  A closing shall have occurred, or will occur simultaneously on a transaction involving the sale of a pipeline from Seller to an affiliate of Buyer.

7.           Conditions Precedent to the Obligations of Buyer.  The obligations of Buyer to be performed at the Closing are subject to the fulfillment (or waiver by Buyer in its sole discretion), before or at the Closing, of each of the following conditions:

a.Representations and Warranties.  The representations and warranties by Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of the Closing and Seller shall have delivered a certificate to such effect to Buyer; and Seller shall have performed and complied with in all material respects all covenants and agreements required to be performed and satisfied by it at or prior to Closing.

b.No Litigation.  There shall be no suits, actions or other proceedings pending or threatened to enjoin the consummation of the transactions contemplated by this Agreement or seeking substantial damages against Seller or Buyer in connection therewith.

c.Conveyance Documents.  Seller shall have executed and delivered to Buyer (i) the Transfer Documents, (ii) division orders, transfer orders or letters in lieu thereof directing all purchasers of production from the Assets to make payment of proceeds attributable to such production occurring on or after the Effective Date to Buyer and (iii) all appropriate state or local forms required to be executed to effect the administrative change of operator of such Assets from Seller to Buyer.

d.Title.  Buyer shall be satisfied in its sole discretion as to the state of title to the Assets.

8.           Title Matters.

a.Title Adjustment.  Buyer shall notify Seller in writing of any claimed Title Defects promptly upon Buyer’s discovery thereof and in no event later than October 15 (“Title Defects Notice”).  The Title Defects Notice shall set forth in reasonable detail (i) the Well, Lease or other Asset with respect to which a claimed Title Defect is made, (ii) the nature of such claimed Title Defect and (iii) Buyer’s calculation of the value of each claimed Title Defect in accordance with the guidelines set forth in Section 8(d) hereof.  Any Title Defect that is not identified in the Title Defects Notice shall thereafter be forever waived and expressly assumed by Buyer and shall be deemed to have become a Permitted Encumbrance; provided, however, that nothing contained herein shall be deemed to limit Buyer’s right to indemnification under Section 14(b) hereof or under Seller’s limited warranty of title.

b.Definitions.  The following terms shall have the following meanings for purposes of this Agreement:

i.“Title Defect” shall mean, with respect to Seller’s interest in each of the Wells and Leases listed on Schedule 1(b) any lien, mortgage, pledge (other than liens, mortgages and pledges to be released at Closing), claim, charge, option or other defect which would violate Seller’s limited warranty covenants and would materially affect or interfere with the operation, use, ownership or value of such Well and Lease other than Permitted Encumbrances and which results in (1) Seller being entitled to receive a percentage of all proceeds of production therefrom less than the Net Revenue Interest of Seller set forth on Schedule 1(b) for such Well and Lease, or (2) Seller being obligated to pay costs and expenses relating to the operations on and the maintenance and development of such Well and Lease in an amount greater than the Working Interest set forth in Schedule 1(b), without a corresponding increase in the Net Revenue Interest for such Well and Lease  The exercise of a preferential right or a written objection to Seller’s notice of transfer shall be treated as provided in Section 9 and shall not be considered a Title Defect.

ii.“Net Revenue Interest” shall mean Seller’s interest in and to all production of oil, gas and other minerals saved, produced and sold from any Well and Lease after giving effect to all valid lessor’s royalties, overriding royalties, production payments, carried interests, liens and other encumbrances or charges against production therefrom.

iii.“Working Interest” shall mean, with respect to any Well and Lease, Seller’s interest in and to the full and entire leasehold estate created under and by virtue of the Leases held in connection with such Well and all rights and obligations of every kind and character appurtenant thereto or arising therefrom, without regard to any valid lessor’s royalty, overriding royalties, production payments, carried interests, liens, or other encumbrances or charges against production therefrom insofar as such interest in said leasehold estate is burdened with the obligation to bear and pay costs of operations.

iv.“Permitted Encumbrances” shall mean:

A.Lessors’ royalties, overriding royalties, reversionary interests and similar burdens if the cumulative effect of the burdens does not operate to reduce the interest of Seller with respect to all oil and gas produced from any Well or Lease below the Net Revenue Interest for such Well or Lease set forth in Schedule 1(b);

B.Division orders and sales contracts terminable without penalty upon no more than 90 days notice to the purchaser, and contracts as set forth in Schedule 1(c);

C.Materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s, tax, and other similar liens or charges arising in the ordinary course of business for obligations that are not delinquent or that will be paid and discharged in the ordinary course of business or if delinquent, that are being contested in good faith by appropriate action of which Buyer is notified in writing before Closing;

D.All Consents;

E.All rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests therein if they are routinely obtained subsequent to the sale or conveyance;

F.Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations that do not materially interfere with the oil and gas operations to be conducted with respect to the Assets;

G.All operating agreements, unit agreements, unit operating agreements, pooling agreements and pooling designations affecting the Assets;

H.Conventional rights of reassignment prior to release or surrender requiring notice to the holders of the rights;

I.All rights reserved to or vested in any governmental, statutory or public authority to control or regulate any of the Assets in any manner, and all applicable laws, rules and orders of governmental authority;

J.The terms and conditions of the Leases, and of all other agreements affecting the Assets; and

K.Any Title Defects Buyer may have expressly waived in writing or which are deemed to have become Permitted Encumbrances under Section 8(a).

Nothing contained in this Section 8(b)(iv) shall be deemed to limit Buyer’s right to indemnification under Section 14(b) hereof or Seller’s special warranty of title.

v.“Defect Value” shall mean the amount which is determined in accordance with Section 8(d) below with respect to each Title Defect which is accepted by Seller or determined to be a Title Defect pursuant to Section 8(c).

vi.Determination of Title Defects and Defect Values.  Within three (3) business days after Seller’s receipt of the Title Defects Notice, Seller shall notify Buyer whether Seller agrees with Buyer’s claimed Title Defects and/or the proposed Defect Values therefor (“Seller’s Response”).  In the event such claimed Title Defect is not cured prior to the Release Date and if Seller does not agree with any claimed Title Defect and/or the proposed Defect Value therefor, then the parties shall enter into good faith negotiations and shall attempt to agree on such matters.  If the parties cannot reach agreement concerning either the existence of a Title Defect or a Defect Value prior to Release Date, then either party may terminate this Agreement

vii. Remedies for Title Defect.  Seller shall have the right, but not the obligation, to cure any Title Defect accepted by Seller or determined to be a Title Defect pursuant to Section 8(c) above.

9.           Preferential Rights and Third Party Consents.  Subject to the provisions of Section 8(e)(iii) above, in the event a third party exercises an applicable preferential right to purchase, the Purchase Price shall be reduced by the amount attributed to the affected Asset(s) set forth in Schedule 2 and the Buyer shall purchase the remaining Assets.  The Purchase Price shall not be adjusted for the absence of Consents.

10.           Suspense Funds Held by Seller.  Suspense funds shall be accounted for on the Final Settlement Statement as provided in Section 12(b) below.

11.           Closing.  

a. The purchase and sale of the Assets pursuant to this Agreement shall be consummated (“Closing”) in Houston, Texas, at the offices of ECCO Energy Corp. on or before  December 31, 2008, or such other place and time as Seller and Buyer may mutually agree (the “Closing Date”). The effective date as to runs of oil  shall be as of 7 o-clock a.m., local time at the locations of the properties, on December 31, 2008, and for natural gas the applicable chart change on December 31, 2008 for the Wells and Leases included in the Assets (the “Effective Date”).   Seller will continue to operate the Assets until the Release Date.

Seller shall be entitled to all the proceeds from the sale of oil and natural gas produced therefrom (and any other revenues arising out of the operation thereof) before the Effective Date. Buyer shall be entitled to all proceeds (net of applicable production, severance, and similar taxes) from the sale of oil and natural gas produced therefrom (and any other revenues arising out of the operation thereof) after the Effective Date, and further adjusting for the existing balance in any suspense account, and further taking into account all receivables and payables relating to the Assets.

12.           Closing Statement and Post-Closing Adjustments.

a.Final Settlement Statement.  After the Release Date, Seller shall prepare, in accordance with this Agreement, a statement (the “Final Settlement Statement”), a copy of which shall be delivered by Seller to Buyer no later than forty-five (45) days after the Release Date, setting forth each adjustment to the Purchase Price necessary in accordance herewith and showing the calculation of such adjustments. Buyer shall have thirty (30) days after receipt of the Final Settlement Statement to review such statement and to provide written notice to Seller of Buyer’s objection to any item on the statement.  Buyer’s notice shall clearly identify the item(s) objected to and the reasons and support for the objection(s).  If Buyer does not provide written objection(s) within the 30-day period, the Final Settlement Statement shall be deemed correct and shall not be subject to further adjustment.  If Buyer provides written objection(s) within the 30-day period, the Final Settlement Statement shall be deemed correct as to the items with respect to which no objections were made.  Buyer and Seller shall meet to negotiate and resolve the objections within fifteen (15) days of Buyer’s receipt of Seller’s objections.  If Buyer and Seller agree on all objections the adjusted Final Settlement Statement shall be deemed correct and shall not be subject to further adjustment.  Any items not agreed to at the end of the 15-day period may, at either party’s request, be resolved by arbitration in accordance with Section 12(c) below.

b.Arbitration.  If Seller and Buyer cannot agree upon the Final Settlement Statement, the parties shall chose a mutually agreeable accounting firm to act as an arbitrator and decide all points of disagreement with respect to the Final Settlement Statement by not later than twenty (20) days following the parties retention of such consultant for such purpose.  The decision of such accounting firm on all such points shall be binding upon the parties.  The costs and expenses of such accounting firm shall be borne 50% by Seller and 50% by Buyer.

c.Payment of Final Purchase Price.  Any amounts owing from Seller to Buyer or Buyer to Seller as determined by the Final Settlement Statement shall be paid within five (5) days of the date the Final Settlement Statement is agreed upon or the final decision of the accounting firm, as the case may be.

13.           Limitation of Warranties.  Except as otherwise set forth in Section 3 hereof and as contained in the conveyance documents, the Assets are being sold by Seller to Buyer without recourse, covenant, or warranty of any kind, express, implied, or statutory.  WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, SELLER CONVEYS SUCH PROPERTY AS-IS, WHERE-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIMS AND NEGATES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.  SELLER ALSO EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES OR THE VALUE OF THE ASSETS BASED THEREON OR THE CONDITION OR STATE OF REPAIR OF ANY OF THE ASSETS; THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO EXTENDS TO THE EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE PRICES BUYER AND SELLER ARE OR WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF OIL, GAS OR OTHER SUBSTANCES FROM THE ASSETS, IT BEING UNDERSTOOD THAT ALL RESERVE, PRICE, AND VALUE ESTIMATES UPON WHICH BUYER HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF BUYER.

14.           Indemnification.  Except as expressly limited elsewhere in this Agreement:

a.Buyer’s Indemnification.  Buyer agrees to indemnify and hold harmless Seller, its officers, directors, employees, partners, members and managers and any entity which controls, is controlled by or is under common control with Seller and each of their respective successors and assigns (the “Seller Indemnified Parties”) from and against any and all liability, loss, cost and expense (including, without limitation, court costs and reasonable attorneys’ fees) (collectively, “Damages”) incurred by any Seller Indemnified Party and arising directly or indirectly out of or resulting from:

i.any liability attributable to the ownership or operation of Assets which is incurred with respect to any period of time after the Effective Date;

ii.any liability resulting from the condition of the Assets arising at any time after the Closing Date under any Environmental Law;

iii.any breach by Buyer of any of its representations, warranties, covenants or agreements hereunder; and/or

b.Seller’s Indemnification.  Seller agrees to indemnify and hold harmless Buyer, its officers, directors, employees, shareholders and any entity which controls, is controlled by or is under common control with Buyer and each of their respective successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Damages incurred by any Buyer Indemnified Party and arising directly or indirectly out of or resulting from

i.any liability attributable to the ownership and operation of the Assets which is incurred with respect to any period of time on or before the Effective Date;

ii.any breach by Seller of any of its representations, warranties, covenants or agreements hereunder; and/or

iii.any Damages incurred by Buyer arising directly or indirectly out of or resulting from Seller’s failure to obtain a required Consent, but only if Buyer provides written notice of such Damages to Seller prior to the expiration of one year subsequent to the Closing Date.

c.Limits on Indemnification.  No party hereto shall be liable for consequential or incidental damages incurred by the other party.  Further, Seller’s and Buyer’s indemnification obligations shall expire on the first anniversary of the Closing.

15.           Risk of Loss.  An adjustment to the Purchase Price shall be made if, after the date hereof and prior to the Closing, any part of the Assets shall be destroyed or harmed by fire or any other casualty or cause or shall be taken by condemnation or the exercise of eminent domain, but Seller shall be entitled to any applicable insurance proceeds or condemnation awards. In the event of any such loss, casualty or taking by eminent domain, the value of such Assets shall be considered in the calculation of Defect Value as provided in Section (8)(e)(iii).

16.           Termination and Remedies.

a.Termination.  If the Closing has not occurred on or prior to the Closing Date on account of any failure of Buyer to perform its obligations hereunder and Seller has fully complied and performed pursuant to the provisions of this Agreement, Seller may terminate this Agreement.

b.Sole Remedy of Buyer Prior to Closing.  If, any time prior to Closing, it is determined that any of the representations and warranties made herein by Seller are materially incorrect or if Seller fails to fully and timely comply with any of Seller’s obligations as set forth herein or as required by applicable law, Buyer’s sole and exclusive remedy against Seller shall be to terminate this Agreement.

17.           Further Assurances.  After the Closing, Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document, certificate or other instrument delivered pursuant hereto.

18.           Access to Records by Seller.  No later than  thirty (30) days after Closing, Seller shall deliver to Buyer the originals of all Records including accounting Records relating to the Assets at Buyer’s expense and with minimal disruption of Seller’s ongoing business.  For a period of three (3) years after the date of Closing, Buyer will retain the Records delivered to it pursuant hereto and will make such Records available to Seller upon reasonable notice at Buyer’s headquarters at reasonable times and during office hours.  Buyer shall notify Seller in writing within thirty (30) days of the sale to a third party of all or any part of the Assets which involves the transfer of any of the Records of the name and address of the buyer(s) in any such sale.  Buyer shall require as part of any such sales transaction that such third party assume the obligations imposed on Buyer in this Section.

19.           Notices.  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by certified mail, postage prepaid and return receipt requested or by telecopier as follows:

Buyer:                             Samuel M. Skipper, President

ECCO Energy Corp.

3315 Marquart, Suite 206

Houston, TX  77027

With copies to:             Claudio R. Roman

Attorney at Law

3315 Marquart St. Suite 205

Houston, TX 77027-6027

E-Fax:832-553-2803

Seller:                             Samurai Corp.

P. O. Box 421917

Houston, TX  77242

Phone: (713) 771-5500

Fax:  (713) 771-5556

or to such other place within the United States of America as either party may designate as to itself by written notice to the other.  All notices given by personal delivery or mail shall be effective on the date of actual receipt at the appropriate address.  Notices given by telecopier shall be effective upon actual receipt if received during recipient’s normal business hours or at the beginning of the next business day after receipt if received after the recipient’s normal business hours.  All notices by telecopier shall be confirmed in writing on the day of transmission by either mailing by postage prepaid certified mail with return receipt requested, or by personal delivery.

20.           Arbitration.  If at any time any dispute shall arise between Buyer and Seller under this Agreement or under any of the terms and provisions hereof (other than any dispute to be decided by an accounting firm pursuant to Section 12(c) hereof) which cannot be agreed upon by the parties hereto, then such dispute shall be referred to a board of arbitrators (the “Board”).  Such Board shall be composed of a representative of Buyer and a representative of Seller, to be selected by them, respectively, and a third arbitrator who shall be chosen by the two (2) arbitrators herein provided for.  In case the two (2) arbitrators are unable to agree within ten (10) days upon a third arbitrator, then the American Arbitration Association shall designate a disinterested person to act as such arbitrator; and, in case either of the parties should, for a period of ten (10) days after receipt of the notice below referred to, fail to select and make known in writing to the other party the arbitrator selected by it, the said American Arbitration Association shall designate two (2) disinterested persons, who together with the person selected by the party desiring the arbitration, shall constitute the Board.  Either party may at any time serve upon the other a notice setting forth the point or points upon which the decision of said Board is desired and the other party may, within ten (10) days thereafter, serve a counter-notice specifying any additional points or differences arbitrable hereunder upon which such other party may desire a decision.  The Board shall give ten (10) days written notice of the time and place of hearing to the respective parties, and shall determine questions submitted to it for arbitration, and make its decision and award in writing.  The decision and award of a majority of the arbitrators shall be final, conclusive and obligatory upon the parties to this Agreement, their successors and assigns, and without appeal, and each party hereto agrees to abide by and comply with every such decision and award.  Those costs of any such arbitration shall in the first instance be paid by the party requesting the same, but if such party substantially prevails therein it shall be reimbursed therefor by the other party, and this question of costs shall in each case be determined by the Board when it renders its decision on the question or questions submitted to it.

21.           Governing Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for the resolution of all disputes and arbitration proceedings provided for herein shall take place in Houston, Texas.

22.           Assignment.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and assigns.  Notwithstanding the preceding sentence, Buyer shall not assign this Agreement or its rights or obligations hereunder without Seller’s written consent which consent shall not be unreasonably withheld or delayed.

23.           Entire Agreement; Amendments; Waivers.  This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, superseding all prior negotiations, discussions, agreements and understandings, whether oral or written, relating to such subject matter.  This Agreement may not be amended and no rights hereunder may be waived except by a written document signed by the party to be charged with such amendment or waiver.  No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

24.           Severability.  If a court of competent jurisdiction determines that any clause or provision of this Agreement is void, illegal, or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law.

25.           Press Releases.  Seller and Buyer shall consult with each other prior to the issuance of any press releases or other public announcements concerning this transaction.

26.           Headings.  The headings of the Sections of this Agreement are for guidance and convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of this Agreement.

27.           Counterparts.  This Agreement may be executed by Buyer and Seller in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument.  This Agreement will be binding upon the parties who do sign whether or not all parties sign the Agreement.

28.           Expenses, Fees and Taxes.  Each of the parties hereto shall pay its own fees and expenses incident to the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby, including broker fees. Buyer shall be responsible for the cost of all fees for the recording of transfer documents.  All other costs shall be borne by the party incurring them.  Notwithstanding anything to the contrary herein, it is acknowledged and agreed by and between Seller and Buyer that the Purchase Price excludes any sales taxes or other taxes in connection with the sale of property pursuant to this Agreement and that all such taxes shall be borne by the party incurring them.

29.           Business Days.  The term “business day” when referred to herein shall mean any day (other than a day which is a Saturday, Sunday or legal holiday) in the State of Ohio.

30.           Survival of Representations and Warranties.  All representations and warranties made herein by Seller and Buyer shall be continuing and shall be true and correct on and as of Closing with the same force and effect as if made at that time (and shall inure to the benefit of the respective successors and assigns of Seller and Buyer), and all of such representations and warranties shall survive for a period of one year from the Closing Date.

IN WITNESS WHEREOF, the parties hereto have caused their duly elected officers to execute this Agreement on the date first above written.

ECCO Energy Corp.

/s/Samuel Skipper

By: Samuel M. Skipper

Its:  President

Samurai Corp.

/s/Samuel Skipper

By: Samuel M Skipper

Its:  President

EX-10.3

Exhibit 10.3

ASSET PURCHASE AND SALE AGREEMENT

This Asset Purchase and Sale Agreement (the “Agreement”) is made and entered into as of this 15th day of October, 2008, by and between M-J Oil Company, Inc., an Ohio corporation (“Seller”), and ECCO Energy Corp., a Nevada corporation (“Buyer”).

BACKGROUND

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets (as defined in Section 1 hereof) in accordance with the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants and conditions contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1.           Sale and Purchase of the Assets.  On the Closing Date (as defined in Section 11 hereof), Seller shall sell, assign, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, as of the Effective Date (also as defined in Section 11(a) hereof), all of Seller’s right, title and interest in and to the following assets (Seller’s right, title and interest in the following is collectively called the “Assets”):

a.Pipeline.  That certain pipeline more particularly described in Exhibit 1(a) attached hereto and made a part hereof for all purposes (the “Pipeline”);

b. Contracts.  All right, title and interest of Seller in and to all presently existing and valid rights of ways, easements, and other agreements and contracts which relate to any of the Assets described above, or which relate to the operation, or maintenance thereof or other agreements and contracts enumerated on Schedule 1(b) hereto;

c.  Records.  All books, files, records, maps, correspondence, studies, surveys, reports and other data in the possession of Seller and relating to the Assets or copies thereof (the “Records”).

2.           Purchase Price.  Subject to the Closing of that certain Asset Purchase and Sale Agreement dated September 30, 2008 by and between Seller and Samurai Corp., an affiliate of Buyer, the total purchase price for the Assets, shall be One Million Dollars U.S. ($1,000,000.00) payable at the Closing by delivering to Seller a Promissory Note substantially in the form of Exhibit 2 attached hereto and made a part hereof.

3.           Representations and Warranties of Seller.  Seller represents and warrants to Buyer as follows:

a.Organization.  Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and is qualified or registered as a foreign entity in each jurisdiction where it is required to be so qualified and registered except where the failure to so qualify would not have a material adverse effect on the Seller’s ownership, operation or value of the Assets.

b.Authority.   Seller has full power and authority to enter into this Agreement and to perform Seller’s obligations under this Agreement.  Neither the execution and delivery of this Agreement nor the performance by Seller of its obligations hereunder will (i) violate Seller’s Articles of Organization, (ii) violate or constitute a default under any law, regulation, contract, agreement, consent decree or judicial order by which Seller or any of its officers, members or partners are bound or (iii) result in the creation of any Title Defect upon the Assets.

c.Enforceability.  This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.  At the Closing, all documents required hereunder to be executed and delivered by Seller and shall constitute the legal, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.

d.Contracts.  Schedule 1(b) contains a list of all material contracts affecting the Assets in Seller’s possession or to which Seller is aware the Assets are subject.  Seller has received no notice of its material default under any of such contracts.  Such contracts are in full force and effect and have not been modified or amended to any material extent subsequent to the date hereof.

e.Preferential Purchase Rights/Consents.  To the best of Seller’s knowledge, Schedule 3(e) sets forth all consents, approvals, waivers and authorizations (collectively, “Consents”), and all preferential purchase rights required to be obtained (“Pref Rights”), in connection with the sale of the Assets to Buyer.

f.Litigation and Claims.  Except as described on Schedule 3(f), no claim, demand, filing, cause of action, administrative proceeding, lawsuit or other litigation is pending or, to Seller’s knowledge, threatened with respect to Seller or the Assets that could now or hereafter materially adversely affect the ownership, operation or value of the Assets.

g.Finder’s Fees.  Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect to this transaction for which Buyer shall have any responsibility whatsoever.

h.Compliance with Laws.  Seller has no actual knowledge, and has not received any notice from any federal, state or municipal authority that the Assets or Seller’s use thereof in its business, are not in material compliance with all laws, rules, regulations and permits relating to the Assets except for such non-compliance and violations which, individually or in the aggregate, would not have a material adverse effect on the ownership, operation or value of the Assets.  Seller will promptly notify Buyer upon receipt of any such notice.

i.Title.  Seller owns the Assets free and clear of all liens and encumbrances (except as disclosed in the Schedules hereto) arising by, through or under Seller. The Transfer Documents contemplated in Section 6(d) shall be conveyed by Seller to Buyer with covenants of limited warranty against claims and demands of all persons lawfully claiming the same by, through, or under Seller, but not otherwise related to the title to the Pipeline, subject to the limitations of such warranty set forth in Section 13, but such Transfer Documents shall be made without any warranty of title, either express or implied, with respect to any personal property and equipment, and with respect to such personal property and equipment the Transfer Documents shall be made on an “as is” “where is” basis with all faults.

j.Environmental Issues.  To the best of its knowledge, Seller has complied in all material respects with all Environmental Laws (as defined below) and with the terms of all permits, licenses, orders, decrees and agreements thereunder.  Seller is not aware of, and has not received notice from any person or entity asserting or alleging (i) any non-compliance with the Environmental Laws by Seller relating to the operation and ownership of the Assets; (ii) any liability in connection with the release, spill, discharge, storage, disposal or presence of any pollutants, contaminations, chemicals, industrial, toxic or hazardous substances or wastes, petroleum, petroleum products or wastes and natural gas by-products, liquids or wastes (collectively, “Hazardous Materials”), including but not limited to liability under the federal Comprehensive Environmental Response, Compensation and Liability Act or similar state “Superfund” laws, relating in any way to the Assets; or (iii) the release, discharge or presence of any Hazardous Materials at, on, under or from any of the Assets requiring cleanup or other remedial action pursuant to the Environmental Laws.  For purposes of this agreement, Environmental Laws shall include the Comprehensive Environmental Response, Compensation and Liability Act of 2980, as amended (42 U.S.C. & 6091 et. seq.).  The Resource Conservation and Recovery Act of 1976 (42 U.S.C. & 6901 et. seq.), The Clean Water Act (33 U.S.C. & 466 et. seq.), The Safe Drinking Water Act (14 U.S.C. & 1401-1450), The Hazardous Materials Transportation Act (49 U.S.C. & 1401-7401 et. seq.) as amended, The Clean Air Act amendments of 1990, and any other applicable federal, state or local law.  Notwithstanding the foregoing, the parties acknowledge that oil and gas assets of the nature of the Assets routinely contain some quantities of oil, brine or other materials and that the presence of such materials in such locations and quantities as are routinely found on or near Appalachian Basin oil and gas properties is not a violation of any warranty or other provision of this Agreement.

k.Financial Data.  To Seller’s knowledge, all financial data provided by Seller to Buyer relating to the Assets is true and accurate in all material respects.

l. No AFE Items.  Seller has incurred no expenses, and has made no commitments to make expenditures, in connection with (and no other obligations or liabilities have been incurred which would adversely affect) the ownership or operation of the Assets since September 1, 2008, other than routine expenses incurred in the normal operation of the same.  Seller has not abandoned or removed any material items of equipment, except those replaced by items of equal suitability and value since September 1, 2008.

m. Permits.  To the extent Seller is the operator of an Asset, to the best of its knowledge Seller has all material governmental licenses and permits necessary or appropriate to own and operate the Asset as presently being owned and operated, and such licenses, permits and filings are in full force and effect (and are transferable by Seller), and Seller has not received written notice of any material violations in respect of any such licenses or permits.  To the extent that Seller is not the operator of an Asset, to the best of Seller’s knowledge, the operator of the Asset has all material governmental licenses and permits necessary or appropriate to own and operate the Asset as presently being owned and operated, and such licenses, permits and filings are in full force and effect, and Seller has not received written notice of any material violations in respect of any such licenses or permits.

n.No Material Adverse Change. Since the date of this Agreement, to the best of Seller’s knowledge there shall have been no material adverse changes in the conditions of any of the Assets except normal depreciation of equipment through ordinary wear and tear and other events or conditions approved in writing by Buyer on the Closing Date.

4.           Representations and Warranties of Buyer.  Buyer represents and warrants to Seller as follows:

a.Organization.  Buyer is a Nevada corporation duly organized, validly existing and in good standing under the laws of the state of Nevada and is qualified or registered as a foreign entity in the State of Ohio and duly bonded as a well owner in that state.

b.Authority and Ability.  Buyer has full power and authority and has taken all requisite action, corporate or otherwise, to authorize Buyer to carry on Buyer’s business as presently conducted, to enter into this Agreement, to purchase the Assets on the terms described in this Agreement and to perform its obligations under this Agreement.  Neither the execution and delivery of this Agreement nor the performance by Buyer of its obligations hereunder will (i) violate Buyer’s Articles of Incorporation or Bylaws or (ii) violate or constitute a default under any law, regulation, contract, agreement, consent decree or judicial order by which Buyer or any of its directors, officers or shareholders are bound. Buyer has the financial ability and available credit to be able to perform all of its obligations under this Agreement.

c.Enforceability.  This Agreement has been duly executed and delivered on behalf of Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable in accordance with its terms except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.  At the Closing, all documents required hereunder to be executed and delivered by Buyer shall be duly authorized, executed and delivered and shall constitute legal, valid and binding obligations of Buyer enforceable in accordance with their respective terms, except as limited by bankruptcy or other laws applicable generally to creditor’s rights and as limited by general equitable principles.  Buyer is currently solvent.

d.Status of Buyer.  Buyer represents that by reason of its knowledge and experience in the evaluation, acquisition, and operation of oil and gas properties, Buyer has performed, or will perform before Closing, a due diligence review of the Assets and will have evaluated the merits and risks of purchasing the Assets from Seller and has formed an opinion as to the value and purchase of the Assets based solely on Buyer’s knowledge and experience and not on any representations or warranties by Seller except as otherwise provided in this Agreement  Buyer is acquiring the Assets for its own account and without a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended.

e.Finder’s Fees.  Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect to this transaction for which Seller shall have any responsibility whatsoever.

 5.  Covenants of Seller.

a.Conduct of Business Pending Closing.  Seller covenants that from the date hereof to the Closing Date, Seller will:

i.Ordinary Course of Business, etc.  Not (A) act in any manner with respect to the Assets other than in the normal, usual and customary manner, consistent with prior practice; (B) dispose of, encumber or relinquish any of the Assets (other than in the ordinary course of business or as a result of the expiration of Leases or other agreements or contracts that Seller has no right or option to renew); (C) waive, compromise or settle any material right or claim with respect to any of the Assets; (D) commit to or make capital expenditures with respect to the Assets in an amount which exceeds $10,000 without Buyer's consent, except when required by an emergency when there shall have been insufficient time to obtain advance consent.

ii.Permits, etc.  Cooperate with Buyer in the notification of all applicable governmental regulatory authorities of the transactions contemplated hereby and cooperate with Buyer in obtaining the issuance by each such authority of such permits, licenses and authorizations as may be necessary for Buyer to own and operate the Assets following the consummation of the transactions contemplated by this Agreement.

iii.Consents.  Use commercially reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all material Assets, (i) that Consents be obtained which would be applicable to the transactions contemplated hereby and (ii) the names and addresses of parties holding such rights; in attempting to identify such and Consents, and the names and addresses of such parties holding the same, Seller shall in no event be obligated to go beyond its own records. Seller will request from the parties so identified (and in accordance with the documents creating such Consents), execution of Consents and/or waivers so identified.

b.Access.  Seller, shall afford to Buyer and its authorized representatives reasonable access, at Buyer’s sole risk and expense, from the date hereof until the Closing Date during normal business hours, to (i) the Assets operated by Seller, provided, however, that Buyer shall indemnify and hold harmless Seller from and against any and all Damages (as defined in Section 14 hereof) arising from Buyer’s inspection of the Assets, and (ii) Seller’s Records.

6.           Conditions Precedent to the Obligations of Seller.  The obligations of Seller to be performed at the Closing are subject to the fulfillment (or waiver by Seller in its sole discretion), before or at the Closing, of each of the following conditions:

a.Representations and Warranties.  The representations and warranties by Buyer set forth in this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of the Closing and Buyer shall have delivered a certificate to such effect to Seller; and Buyer shall have performed and complied with in all material respects all covenants and agreements required to be performed and satisfied by it at or prior to Closing.

b.No Litigation.  There shall be no suits, actions or other proceedings pending or threatened to enjoin the consummation of the transactions contemplated by this Agreement or seeking substantial damages against Seller or Buyer in connection therewith.

c.Purchase Price.  Buyer shall have delivered the executed Promissory Note representing the Purchase Price to Seller, which promissory note shall have been executed within the State of Ohio.

d.Conveyance Documents.  Buyer shall have executed and delivered to Seller (i) instruments of assignment and deeds in forms mutually acceptable to Buyer and Seller effectuating the transfer of the Assets as contemplated herein (the “Transfer Documents”), (ii) Deeds of Trust, Mortgages, Security Agreements and any and all UCC forms evidencing all security interests and superior title in and to the Assets retained by Seller to secure payment of the Promissory Note and (iii) all appropriate state or local forms required to be executed to effect the administrative change of operator of such Assets from Seller to Buyer to the extent that Seller shall no longer have regulatory responsibility for the Assets.

e.Simultaneous Transaction.  A closing shall have occurred, or will occur simultaneously on a transaction involving the sale of oil and gas wells from Seller to an affiliate of Buyer.

7.           Conditions Precedent to the Obligations of Buyer.  The obligations of Buyer to be performed at the Closing are subject to the fulfillment (or waiver by Buyer in its sole discretion), before or at the Closing, of each of the following conditions:

a.Representations and Warranties.  The representations and warranties by Seller set forth in this Agreement shall be true and correct in all material respects at and as of the Closing as though made at and as of the Closing and Seller shall have delivered a certificate to such effect to Buyer; and Seller shall have performed and complied with in all material respects all covenants and agreements required to be performed and satisfied by it at or prior to Closing.

b.No Litigation.  There shall be no suits, actions or other proceedings pending or threatened to enjoin the consummation of the transactions contemplated by this Agreement or seeking substantial damages against Seller or Buyer in connection therewith.

c.Conveyance Documents.  Seller shall have executed and delivered to Buyer (i) the Transfer Documents, (ii)  and all appropriate state or local forms required to be executed to effect the administrative change of operator of such Assets from Seller to Buyer.

d.Title.  Buyer shall be satisfied in its sole discretion as to the state of title to the Assets; if Buyer is not so satisfied on or before October 17, 2008, it shall have the right to terminate this Agreement.

8.           Title Matters.

a.Title Adjustment.  Buyer shall notify Seller in writing of any claimed Title Defects promptly upon Buyer’s discovery thereof and in no event later than October 15 (“Title Defects Notice”).  The Title Defects Notice shall set forth in reasonable detail the nature of such claimed Title Defect  Any Title Defect that is not identified in the Title Defects Notice shall thereafter be forever waived and expressly assumed by Buyer and shall be deemed to have become a Permitted Encumbrance; provided, however, that nothing contained herein shall be deemed to limit Buyer’s right to indemnification under Section 14(b) hereof or under Seller’s limited warranty of title.

b.Definitions.  The following terms shall have the following meanings for purposes of this Agreement:

i.“Title Defect” shall mean any lien, mortgage, pledge (other than liens, mortgages and pledges to be released at Closing), claim, charge, option or other defect which would both violate Seller’s limited warranty covenants and materially affect or interfere with the operation, use, ownership or value of such Pipeline other than Permitted Encumbrances.

ii.“Permitted Encumbrances” shall mean:

A.Materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s, tax, and other similar liens or charges arising in the ordinary course of business for obligations that are not delinquent or that will be paid and discharged in the ordinary course of business or if delinquent, that are being contested in good faith by appropriate action of which Buyer is notified in writing before Closing;

B.All Consents;

C.All rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of pipelines or interests therein if they are routinely obtained subsequent to the sale or conveyance;

D.Easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations that do not materially interfere with the oil and gas operations to be conducted with respect to the Assets;

E.All operating agreements, unit agreements, unit operating agreements, pooling agreements and pooling designations affecting the Assets;

F.Conventional rights of reassignment prior to release or surrender requiring notice to the holders of the rights;

G.All rights reserved to or vested in any governmental, statutory or public authority to control or regulate any of the Assets in any manner, and all applicable laws, rules and orders of governmental authority;

H.The terms and conditions of the easements or rights of way affecting the Assets, and of all other agreements affecting the Assets; and

I.Any Title Defects Buyer may have expressly waived in writing or which are deemed to have become Permitted Encumbrances under Section 8(a).

Nothing contained in this Section 8(b)(ii) shall be deemed to limit Buyer’s right to indemnification under Section 14(b) hereof or Seller’s limited warranty of title.

iii.“Defect Value” shall mean the amount which is determined in accordance with Section 8(b)iv below with respect to each Title Defect which is accepted by Seller or determined to be a Title Defect pursuant to Section 8(b)iv.

iv.Determination of Title Defects and Defect Values.  Within three (3) business days after Seller’s receipt of the Title Defects Notice, Seller shall notify Buyer whether Seller agrees with Buyer’s claimed Title Defects and/or the proposed Defect Values therefor (“Seller’s Response”).  In the event such claimed Title Defect is not cured prior to the Release Date and if Seller does not agree with any claimed Title Defect and/or the proposed Defect Value therefor, then the parties shall attempt to agree on such matters.  If the parties cannot reach agreement concerning either the existence of a Title Defect or a Defect Value prior to Release Date, then either party may terminate this Agreement.

     vii. Remedies for Title Defect.  Seller shall have the right, but not the obligation, to cure any Title Defect accepted by Seller or determined to be a Title Defect pursuant to Section 8(b)iv above.

9.           Third Party Consents.    The Purchase Price shall not be adjusted for the absence of Consents.

10.          Suspense Funds Held by Seller.  Suspense funds, if any, related to the Assets shall be accounted for on the Final Settlement Statement as provided in Section 12(b) below.

11.          Closing.  

a. The purchase and sale of the Assets pursuant to this Agreement shall be consummated (“Closing”) in Columbus, Ohio, at the offices of Vorys, Sater, Seymour and Pease, LLP on or before October 17, 2008, or such other place and time as Seller and Buyer may mutually agree (the “Closing Date”).   Seller will continue to operate the Assets until the Closing and/or the Release Date as defined in that certain Asset Purchase and Sale Agreement dated September 30, 2008 by and between Seller and Samurai Corp., an affiliate of Buyer.  The Effective Date for the sale of the pipeline will be October 1, 2008.

b. Adjustments to be Made.  In accordance with this Section 11(b), after Closing, and in preparing the Final Settlement Statement, Buyer and Seller, shall take such steps as are necessary or appropriate so that Seller shall pay all expenses which are incurred in the operation of the Assets before October 1, 2008, and Buyer shall pay all expenses which are incurred in the operation of the Assets after October 1, 2008, including reasonable and customary operating expenses charged by Ohio operators for similar or like assets. All  2008 property Taxes on the Assets shall be prorated between buyer and Seller as of the date of Closing.

12.           Closing Statement and Post-Closing Adjustments.

a.Final Settlement Statement.  After the Closing, Seller shall prepare, in accordance with this Agreement, a statement (the “Final Settlement Statement”), a copy of which shall be delivered by Seller to Buyer no later than forty-five (45) days after the Closing, setting forth each adjustment to the Purchase Price necessary in accordance herewith and showing the calculation of such adjustments. Buyer shall have thirty (30) days after receipt of the Final Settlement Statement to review such statement and to provide written notice to Seller of Buyer’s objection to any item on the statement.  Buyer’s notice shall clearly identify the item(s) objected to and the reasons and support for the objection(s).  If Buyer does not provide written objection(s) within the 30-day period, the Final Settlement Statement shall be deemed correct and shall not be subject to further adjustment.  If Buyer provides written objection(s) within the 30-day period, the Final Settlement Statement shall be deemed correct as to the items with respect to which no objections were made.  Buyer and Seller shall meet to negotiate and resolve the objections within fifteen (15) days of Buyer’s receipt of Seller’s objections.  If Buyer and Seller agree on all objections the adjusted Final Settlement Statement shall be deemed correct and shall not be subject to further adjustment.  Any items not agreed to at the end of the 15-day period may, at either party’s request, be resolved by arbitration in accordance with Section 12(c) below.

b.Arbitration.  If Seller and Buyer cannot agree upon the Final Settlement Statement, the parties shall chose a mutually agreeable accounting firm to act as an arbitrator and decide all points of disagreement with respect to the Final Settlement Statement by not later than twenty (20) days following the parties retention of such consultant for such purpose.  The decision of such accounting firm on all such points shall be binding upon the parties.  The costs and expenses of such accounting firm shall be borne 50% by Seller and 50% by Buyer.

c.Payment of Final Purchase Price.  Any amounts owing from Seller to Buyer or Buyer to Seller as determined by the Final Settlement Statement shall be paid within five (5) days of the date the Final Settlement Statement is agreed upon or the final decision of the accounting firm, as the case may be.

13.           Limitation of Warranties.  Except as otherwise set forth in Section 3 hereof and as contained in the conveyance documents, the Assets are being sold by Seller to Buyer without recourse, covenant, or warranty of any kind, express, implied, or statutory.  WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, SELLER CONVEYS SUCH PROPERTY AS-IS, WHERE-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIMS AND NEGATES (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.  SELLER ALSO EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE ACCURACY OF ANY OF THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF RESERVES OR THE VALUE OF THE ASSETS BASED THEREON OR THE CONDITION OR STATE OF REPAIR OF ANY OF THE ASSETS; THIS DISCLAIMER AND DENIAL OF WARRANTY ALSO EXTENDS TO THE EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE PRICES BUYER AND SELLER ARE OR WILL BE ENTITLED TO RECEIVE FROM PRODUCTION OF OIL, GAS OR OTHER SUBSTANCES FROM THE ASSETS, IT BEING UNDERSTOOD THAT ALL RESERVE, PRICE, AND VALUE ESTIMATES UPON WHICH BUYER HAS RELIED OR IS RELYING HAVE BEEN DERIVED BY THE INDIVIDUAL EVALUATION OF BUYER.

14.           Indemnification.  Except as expressly limited elsewhere in this Agreement:

a.Buyer’s Indemnification.  Buyer agrees to indemnify and hold harmless Seller, its officers, directors, employees, partners, members and managers and any entity which controls, is controlled by or is under common control with Seller and each of their respective successors and assigns (the “Seller Indemnified Parties”) from and against any and all liability, loss, cost and expense (including, without limitation, court costs and reasonable attorneys’ fees) (collectively, “Damages”) incurred by any Seller Indemnified Party and arising directly or indirectly out of or resulting from:

i.any liability attributable to the ownership or operation of Assets which is incurred with respect to any period of time after the Effective Date;

ii.any liability resulting from the condition of the Assets arising at any time after the Closing Date under any Environmental Law;

iii.any breach by Buyer of any of its representations, warranties, covenants or agreements hereunder; and/or

b.Seller’s Indemnification.  Seller agrees to indemnify and hold harmless Buyer, its officers, directors, employees, shareholders and any entity which controls, is controlled by or is under common control with Buyer and each of their respective successors and assigns (the “Buyer Indemnified Parties”) from and against any and all Damages incurred by any Buyer Indemnified Party and arising directly or indirectly out of or resulting from

i.any liability attributable to the ownership and operation of the Assets which is incurred with respect to any period of time before the Effective Date;

ii.any breach by Seller of any of its representations, warranties, covenants or agreements hereunder; and/or

iii.any Damages incurred by Buyer arising directly or indirectly out of or resulting from Seller’s failure to obtain a required Consent, but only if Buyer provides written notice of such Damages to Seller prior to the expiration of one year subsequent to the Closing Date.

c.Limits on Indemnification.  No party hereto shall be liable for consequential or incidental damages incurred by the other party.  Further, Seller’s and Buyer’s indemnification obligations shall expire on the first anniversary of the Closing.

15.           Risk of Loss.  An adjustment to the Purchase Price shall be made if, after the date hereof and prior to the Closing, any part of the Assets shall be destroyed or harmed by fire or any other casualty or cause or shall be taken by condemnation or the exercise of eminent domain, but Seller shall be entitled to any applicable insurance proceeds or condemnation awards. In the event of any such loss, casualty or taking by eminent domain, the value of such Assets shall be considered in the calculation of Defect Value as provided in Section (8)(b)(iii).

16.           Termination and Remedies.

a.Termination.  If the Closing has not occurred on or prior to the Closing Date on account of any failure of Buyer to perform its obligations hereunder and Seller has fully complied and performed pursuant to the provisions of this Agreement, Seller may terminate this Agreement.

b.Sole Remedy of Buyer Prior to Closing.  If, any time prior to Closing, it is determined that any of the representations and warranties made herein by Seller are materially incorrect or if Seller fails to fully and timely comply with any of Seller’s obligations as set forth herein or as required by applicable law, Buyer’s sole and exclusive remedy against Seller shall be to terminate this Agreement.

17.           Further Assurances.  After the Closing, Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any exhibit, document, certificate or other instrument delivered pursuant hereto.

18.           Access to Records by Seller.  No later than  thirty (30) days after Closing, Seller shall deliver to Buyer the originals of all Records including accounting Records relating to the Assets at Buyer’s expense and with minimal disruption of Seller’s ongoing business.  For a period of three (3) years after the date of Closing, Buyer will retain the Records delivered to it pursuant hereto and will make such Records available to Seller upon reasonable notice at Buyer’s headquarters at reasonable times and during office hours.  Buyer shall notify Seller in writing within thirty (30) days of the sale to a third party of all or any part of the Assets which involves the transfer of any of the Records of the name and address of the buyer(s) in any such sale.  Buyer shall require as part of any such sales transaction that such third party assume the obligations imposed on Buyer in this Section.

19.           Notices.  All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by certified mail, postage prepaid and return receipt requested or by telecopier as follows:

Buyer:                            Samuel M. Skipper, President

ECCO Energy Corp.

3315 Marquart, Suite 206

Houston, TX  77027

With copies to:             Claudio R. Roman

Attorney at Law

3315 Marquart St. Suite 205

Houston, TX 77027-6027

Seller:                              M-J Oil Company, Inc.

3382 Baird Avenue

Paris, OH 44669

Phone: 330-868-2083

Fax: 330-868-2084

With copies to:             John K. Keller, Esq.

Vorys, Sater, Seymour and Pease, LLP

52 E. Gay Street

Columbus, OH 43215

Phone: 614-464-6389

Fax:614-719-4794

or to such other place within the United States of America as either party may designate as to itself by written notice to the other.  All notices given by personal delivery or mail shall be effective on the date of actual receipt at the appropriate address.  Notices given by telecopier shall be effective upon actual receipt if received during recipient’s normal business hours or at the beginning of the next business day after receipt if received after the recipient’s normal business hours.  All notices by telecopier shall be confirmed in writing on the day of transmission by either mailing by postage prepaid certified mail with return receipt requested, or by personal delivery.

20.           Arbitration.  If at any time any dispute shall arise between Buyer and Seller under this Agreement or under any of the terms and provisions hereof (other than any dispute to be decided by an accounting firm pursuant to Section 12(c) hereof) which cannot be agreed upon by the parties hereto, then such dispute shall be referred to a board of arbitrators (the “Board”).  Such Board shall be composed of a representative of Buyer and a representative of Seller, to be selected by them, respectively, and a third arbitrator who shall be chosen by the two (2) arbitrators herein provided for.  In case the two (2) arbitrators are unable to agree within ten (10) days upon a third arbitrator, then the American Arbitration Association shall designate a disinterested person to act as such arbitrator; and, in case either of the parties should, for a period of ten (10) days after receipt of the notice below referred to, fail to select and make known in writing to the other party the arbitrator selected by it, the said American Arbitration Association shall designate two (2) disinterested persons, who together with the person selected by the party desiring the arbitration, shall constitute the Board.  Either party may at any time serve upon the other a notice setting forth the point or points upon which the decision of said Board is desired and the other party may, within ten (10) days thereafter, serve a counter-notice specifying any additional points or differences arbitrable hereunder upon which such other party may desire a decision.  The Board shall give ten (10) days written notice of the time and place of hearing to the respective parties, and shall determine questions submitted to it for arbitration, and make its decision and award in writing.  The decision and award of a majority of the arbitrators shall be final, conclusive and obligatory upon the parties to this Agreement, their successors and assigns, and without appeal, and each party hereto agrees to abide by and comply with every such decision and award.  Those costs of any such arbitration shall in the first instance be paid by the party requesting the same, but if such party substantially prevails therein it shall be reimbursed therefor by the other party, and this question of costs shall in each case be determined by the Board when it renders its decision on the question or questions submitted to it.

21.           Governing Law and Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Venue for the resolution of all disputes and arbitration proceedings provided for herein shall take place in Columbus, Ohio.

22.           Assignment.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective permitted successors and assigns.  Notwithstanding the preceding sentence, Buyer shall not assign this Agreement or its rights or obligations hereunder without Seller’s written consent which consent shall not be unreasonably withheld or delayed.

23.           Entire Agreement; Amendments; Waivers.  This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter hereof, superseding all prior negotiations, discussions, agreements and understandings, whether oral or written, relating to such subject matter.  This Agreement may not be amended and no rights hereunder may be waived except by a written document signed by the party to be charged with such amendment or waiver.  No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

24.           Severability.  If a court of competent jurisdiction determines that any clause or provision of this Agreement is void, illegal, or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal, or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law.

25.           Press Releases.  Seller and Buyer shall consult with each other prior to the issuance of any press releases or other public announcements concerning this transaction.

26.           Headings.  The headings of the Sections of this Agreement are for guidance and convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of this Agreement.

27.           Counterparts.  This Agreement may be executed by Buyer and Seller in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute but one and the same instrument.  This Agreement will be binding upon the parties who do sign whether or not all parties sign the Agreement.

28.           Expenses, Fees and Taxes.  Each of the parties hereto shall pay its own fees and expenses incident to the negotiation and preparation of this Agreement and consummation of the transactions contemplated hereby, including broker fees. Buyer shall be responsible for the cost of all fees for the recording of transfer documents.  All other costs shall be borne by the party incurring them.  Notwithstanding anything to the contrary herein, it is acknowledged and agreed by and between Seller and Buyer that the Purchase Price excludes any sales taxes or other taxes in connection with the sale of property pursuant to this Agreement and that all such taxes shall be borne by the party incurring them.

29.           Business Days.  The term “business day” when referred to herein shall mean any day (other than a day which is a Saturday, Sunday or legal holiday) in the State of Ohio.

30.           Survival of Representations and Warranties.  All representations and warranties made herein by Seller and Buyer shall be continuing and shall be true and correct on and as of Closing with the same force and effect as if made at that time (and shall inure to the benefit of the respective successors and assigns of Seller and Buyer), and all of such representations and warranties shall survive for a period of one year from the Closing Date.

IN WITNESS WHEREOF, the parties hereto have caused their duly elected officers to execute this Agreement on the date first above written.

ECCO Energy Corp.

/s/Samuel Skipper

By: Samuel M. Skipper, its:  President

M-J Oil Company, Inc.

/s/Mark Wimsatt

By: Mark Wimsatt, its:  President

EX-10.4

Exhibit 10.4

PROMISSORY NOTE

$2,655,000.00                                                                                                               February 27, 2009

FOR VALUE RECEIVED, ECCO Energy Corp. (the "Borrower"), HEREBY PROMISE TO PAY to the order of Samurai Corp. (the “Lender”), the principal balance of TWO MILLION SIX HUNDRED FIFTY FIVE THOUSAND DOLLARS and NO CENTS ($2,655,000.00), together with unpaid interest, in the manner provided below.  Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed.

1.           Lump Sum Payment.  The principal of this Note, together with accrued and unpaid interest, shall be due and payable in one lump sum payment due on January 1, 2015.

2.           Interest.   Borrower will pay interest on the outstanding balance of this Note at an annual rate of six percent (6%) to be paid monthly in the amount of $ 13,275 on the first day of each month.

3.           Default.  The occurrence of any of the following events shall constitute default under this Note, and the Lender, at his option, exercise any or all rights, powers and remedies afforded under the Note and by law, including the right to declare the unpaid balance of principal and accrued interest on this Note at once mature and payable:

(a) any part of the Note is not paid when due, whether by lapse of time or acceleration or otherwise.

(b) any action, suit or proceeding shall be commenced against or affecting Borrower, at law or in equity, or before any governmental authority, which in Lender's judgment, impairs or would impair Lender's ability to collect the Note when due or the enforceability of this Note.

(c) Borrower shall be in default under or in violation of any law, statute, ordinance, decree, requirement, order, judgment, rule or regulation (or interpretation of any of them) of the United States of America, any State of the United States of America or any political subdivision of any of them, or of any agency, department, commission, board, bureau or court or other tribunal having jurisdiction over any such party or any such party's property.

4            No Delay.  No delay or omission of Lender or any other holder hereof to exercise any power, right or remedy accruing to Lender or any other holder hereof shall impair any such power, right or remedy or shall be construed to be a waiver of the right to exercise any such power, right or remedy.  Lender's right to accelerate this Note for any late payment or Borrower’s failure to timely fulfill its other obligations hereunder shall not be waived or deemed waived by Lender by Lender's having accepted a late payment or late payments in the past or Lender otherwise not accelerating this note or exercising other remedies for Borrower's failure to timely perform its obligations hereunder.  Lender shall not be obligated or be deemed obligated to notify Borrower that it is requiring Borrower to strictly comply with the terms and provisions of this note before accelerating this note and exercising its other remedies hereunder because of Borrower's failure to timely perform its obligations under this Note.

5.           Expenses of Collection.  The Borrower  agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and reasonable legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

6.           Waiver.  The undersigned Borrower, and any endorser or guarantors hereof, waive diligence, presentment, protest and demand, and also notice of intent to accelerate and of acceleration, notice of default, notice of protest, demand, dishonor or nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time, one or more times, for like or different periods of time, all without in any way affecting the liability of the undersigned and of any endorser or guarantor hereof.

7.           Invalidity.  If any provision of this Note is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Note shall not be affected thereby, and this Note shall be liberally construed so as to carry out the intent of the parties to it.  Each waiver in this Note is subject to the overriding and controlling rule that it shall be effective only if and to the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides for nor allows any material sanctions to be imposed against Lender for having bargained for and obtained it.

8.           Notices.  Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties as follows (and if so given, shall be deemed given when mailed):

If to Borrower:    ECCO Energy Corp.

3315 Marquart St, Suite 206

Houston, Texas 77027

If to Lender:        Samurai Corp.

P. O. Box  421917

Houston, Texas 77242

Borrower's address for notice may be changed at any time and from time to time, but only after thirty (30) days advance written notice to Lender and shall be the most recent such address furnished in writing by Borrower to Lender.  Lender's address for notice may be changed at any time and from time to time, but only after ten (10) days advance written notice to Borrower and shall be the most recent such address furnished in writing by Lender to Borrower.  Actual notice, however and from whomever given or received, shall always be effective when received.

9.           Business Loan.  Borrower warrants and represents to Lender and all other holders of this Note that all loans evidenced by this Note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use.

10.           Authority.  Borrower represents and warrants that the execution and delivery of this Note by the Borrower has been duly authorized and is a valid and binding obligation of the Borrower.

THIS NOTE IS MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

Borrower

ECCO Energy Corp.

/s/Samuel Skipper

Samuel M. Skipper

President

EX-10.5

Exhibit 10.5

PROMISSORY NOTE

$4,321,200.00                                                                     
60;           February 27, 2009

FOR VALUE RECEIVED, ECCO Energy Corp. (the "Borrower"), HEREBY PROMISE TO PAY to the order of Samurai Corp. (the “Lender”), the principal balance of FOUR MILLION THREE HUNDRED TWENTY ONE THOUSAND TWO HUNDRED DOLLARS and NO CENTS ($4,321,200.00), together with unpaid interest, in the manner provided below.  Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed.

1.           Lump Sum Payment.  The principal of this Note, together with accrued and unpaid interest, shall be due and payable in one lump sum payment due on January 1, 2015.

2.           Interest.   Borrower will pay interest on the outstanding balance of this Note at an annual rate of six percent (6%) to be paid monthly in the amount of $ 21,605 on the first day of each month.

3.           Default.  The occurrence of any of the following events shall constitute default under this Note, and the Lender, at his option, exercise any or all rights, powers and remedies afforded under the Note and by law, including the right to declare the unpaid balance of principal and accrued interest on this Note at once mature and payable:

(a) any part of the Note is not paid when due, whether by lapse of time or acceleration or otherwise.

(b) any action, suit or proceeding shall be commenced against or affecting Borrower, at law or in equity, or before any governmental authority, which in Lender's judgment, impairs or would impair Lender's ability to collect the Note when due or the enforceability of this Note.

(c) Borrower shall be in default under or in violation of any law, statute, ordinance, decree, requirement, order, judgment, rule or regulation (or interpretation of any of them) of the United States of America, any State of the United States of America or any political subdivision of any of them, or of any agency, department, commission, board, bureau or court or other tribunal having jurisdiction over any such party or any such party's property.

4            No Delay.  No delay or omission of Lender or any other holder hereof to exercise any power, right or remedy accruing to Lender or any other holder hereof shall impair any such power, right or remedy or shall be construed to be a waiver of the right to exercise any such power, right or remedy.  Lender's right to accelerate this Note for any late payment or Borrower’s failure to timely fulfill its other obligations hereunder shall not be waived or deemed waived by Lender by Lender's having accepted a late payment or late payments in the past or Lender otherwise not accelerating this note or exercising other remedies for Borrower's failure to timely perform its obligations hereunder.  Lender shall not be obligated or be deemed obligated to notify Borrower that it is requiring Borrower to strictly comply with the terms and provisions of this note before accelerating this note and exercising its other remedies hereunder because of Borrower's failure to timely perform its obligations under this Note.

5.           Expenses of Collection.  The Borrower  agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and reasonable legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

6.           Waiver.  The undersigned Borrower, and any endorser or guarantors hereof, waive diligence, presentment, protest and demand, and also notice of intent to accelerate and of acceleration, notice of default, notice of protest, demand, dishonor or nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time, one or more times, for like or different periods of time, all without in any way affecting the liability of the undersigned and of any endorser or guarantor hereof.

7.           Invalidity.  If any provision of this Note is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of this Note shall not be affected thereby, and this Note shall be liberally construed so as to carry out the intent of the parties to it.  Each waiver in this Note is subject to the overriding and controlling rule that it shall be effective only if and to the extent that (a) it is not prohibited by applicable law and (b) applicable law neither provides for nor allows any material sanctions to be imposed against Lender for having bargained for and obtained it.

8.           Notices.  Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering it against receipt for it, by depositing it with an overnight delivery service or by depositing it in a receptacle maintained by the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the respective parties as follows (and if so given, shall be deemed given when mailed):

If to Borrower:     ECCO Energy Corp.

3315 Marquart St, Suite 206

Houston, Texas 77027

If to Lender:        Samurai Corp.

P. O. Box  421917

Houston, Texas 77242

Borrower's address for notice may be changed at any time and from time to time, but only after thirty (30) days advance written notice to Lender and shall be the most recent such address furnished in writing by Borrower to Lender.  Lender's address for notice may be changed at any time and from time to time, but only after ten (10) days advance written notice to Borrower and shall be the most recent such address furnished in writing by Lender to Borrower.  Actual notice, however and from whomever given or received, shall always be effective when received.

9.           Business Loan.  Borrower warrants and represents to Lender and all other holders of this Note that all loans evidenced by this Note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, household or agricultural use.

10.           Authority.  Borrower represents and warrants that the execution and delivery of this Note by the Borrower has been duly authorized and is a valid and binding obligation of the Borrower.

THIS NOTE IS MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

Borrower

ECCO Energy Corp.

/s/Samuel Skipper

Samuel M. Skipper

President

EX-10.6

Exhibit 10.6

COGNOVIT PROMISSORY NOTE

$1,000,000.00                                                                                                                                     ;      October 15, 2008

FOR VALUE RECEIVED, ECCO Energy Corp. (“Maker”), a Nevada corporation having its principal place of business at 3315 Marquart St, Ste. 206,  Houston, TX  77027, promises to pay to the order of M-J Oil Company, Inc. (“Payee”), an Ohio corporation, having its principal place of business at 3382 Baird Ave., Paris OH  44669, the principal sum of One Million Dollars U.S. ($1,000,000.00) (the “Indebtedness”), together with interest as provided in Section 3of this Note.

Section 1.  The Indebtedness.  Principal, interest and other sums payable in accordance with this Note shall be payable in lawful money of the United States of America at the address for Payee set forth above, or at such other address of which Payee may from time to time give written notice to Maker.

Section 2. Repayment. The entire unpaid balance of principal and accrued interest shall paid in full on or before September 30, 2009.

Section 3. Interest.  The Indebtedness shall bear interest during the period from the date hereof until and including the date the Indebtedness is repaid in full at a rate of Eight Percent (8%) per annum, computed on the basis of a 365 day year for the actual number of days the unpaid principal amount hereof is outstanding.

Section 4. Events of Default.  At the option of Payee, the entire unpaid principal balance of this Note, together with all accrued interest and other sums payable in accordance with this Note, shall become immediately due and payable, without notice or demand (which Maker hereby expressly waives), upon the occurrence of any of the following events (“Events of Default”), whether or not within the control of Maker:  (a) Maker fails to pay in full the principal, interest, or any other sum payable in accordance with this Note when due; (b) an Event of Default, as defined under the Mortgage shall occur; (c) Maker becomes insolvent or a receiver or custodian, as that term is defined under The Bankruptcy Code of 1978, as amended, Title 11, U.S.C. (the “Bankruptcy Code”), of any of Maker’s property is appointed or exists; (d) Maker makes any assignment for the benefit of creditors or any petition initiating any case is filed by or against Maker under any applicable chapter of the Bankruptcy Code; (e) the Maker dissolves or liquidates, or suspends or terminates business activities; (f) any event has occurred or condition exists that, in the sole opinion of Payee, has a material adverse affect on Maker’s ability to make the payment when due under this Note; (g) any event has occurred or condition exists that, in the sole opinion of Payee, represents a material adverse change in Maker’s financial affairs or condition; (h)  any event has occurred or condition exists that, in the sole opinion of Payee, results in a material decrease in the value of all collateral granted as security for the obligations of the Maker under this Note, such that the value of the collateral, in the reasonable judgment of the Payee, is less than the then outstanding balance on the Indebtedness; or (i) the oil and gas wells purchased by Maker’s affiliate, Samurai Corp. from Payee,  pursuant to that purchase agreement dated September 30, 2008 are not conveyed to Maker before December 31, 2008.   Except with respect to an Event of Default arising solely pursuant to Section 4(f), 4(g) or 4(h), upon the occurance of an Event of Default the entire unpaid principal balance of this Note, together with all accrued interest and other sums payable in accordance with this Note, shall become immediately due and payable, without notice being required to be sent to Maker, and Payee may take all actions and remedies provided for herein.  With respect to an Event of Default arising solely pursuant to Section 4(f), 4(g) or 4(h), Payee shall give Maker a notice of such default, stating that the Maker is allowed twenty one (21) days from the date of the notice to cure the Event of Default to Payee’s sole satisfaction. If such an Event the Default solely under Section 4(f), Section 4(g) or Section 4(h) is not cured within the 21 day time period to Payee’s sole satisfaction, then without further notice, the entire unpaid principal balance of this Note, together with all accrued interest and other sums payable in accordance with this Note, shall become immediately due and payable, and Payee may take all other actions and remedies provided for herein.

Subject to the last sentence of the immediately preceding paragraph, upon the occurrence of an Event of Default the Payee shall be entitled to all remedies as may be available at law or in equity.  In the event the Payee shall institute, and prevail in, any action for the enforcement or collection of the obligations evidenced hereby, the Maker agrees to pay all costs and expenses of such action, including reasonable attorneys' fees, to the extent permitted by law. Furthermore, Payee may exercise from time to time any of the rights and remedies available to Payee under the Mortgage.

No delay or failure on the part of Payee to exercise any of its rights hereunder shall be deemed a waiver of such rights or of any other rights of Payee nor shall any delay, omission or waiver on any one occasion be deemed a bar to or a waiver of such rights or any other right on any future occasion.

Section 5. Waivers.  Except as expressly provided above with respect to an Event of Default occurring solely pursuant to Sections 4(f), 4(g) or 4(h) as to which certain notices are required, Maker and all other persons now or hereafter liable, primarily or secondarily, for the payment of the indebtedness evidenced hereby or any part thereof, waive presentment for payment, demand, notice of dishonor, protest and notice of protest, diligence in bringing suit, and all notices of every kind and assent to all extension(s) or postponement(s) of the time of payment or any other indulgences by Payee to any substitutions, exchanges, or releases of any security for this Note, and to additions or releases of any other parties or persons primarily or secondarily liable hereon.

Section 6. Transfer of Note.  Upon any transfer of this Note by Payee or by any subsequent transferee, the transferee shall thereupon become vested with all rights, benefits and privileges of Payee under this Note and by law provided, and the term “Payee” shall mean such subsequent transferee or transferee(s).

Section 7.  Mortgage.   The indebtedness of this Note is secured by a mortgage and security interest (collectively the “Mortgage”) of even date herewith being granted by Maker on certain property, including a pipeline and related assets, located in Jefferson and Harrison Counties, Ohio.

Section 8.  Governing Law.  This Note and all rights and obligations under this Note shall be governed by and construed under the local laws of the State of Ohio.  If any provision hereof is or becomes invalid or unenforceable under any law of mandatory application, it is the intent of Maker, Payee, and all parties primarily or secondarily liable hereunder, that such provision will be deemed severed and omitted herefrom, the remaining portions hereof to remain in full force and effect as written.

Section 9.   Confession of Judgment.  Maker authorizes any attorney at law to appear in any court of record in the State of Ohio or any other state or territory of the United States, after the indebtedness evidenced hereby, or any part thereof, becomes due and waives the issuance and service of process and confess judgment against the undersigned in favor of Payee for the amount then appearing due, together with all costs of suit and, thereupon, to release all errors and waive all rights of appeal and appearance and stays of execution.  The foregoing warrant of attorney shall survive any judgment, and if any judgment be vacated for any reason, Payee nevertheless may thereafter use the foregoing warrant of attorney to obtain an additional judgment or judgments against the undersigned.

Maker expressly waives any claim or defense of conflict of interest with respect to the attorney confessing judgment, whether such conflict is direct or indirect and specifically authorizes any attorney at law, including Payee’s attorney, regardless of conflict of interest to confess judgment against Maker under the warrant of attorney provision.  Maker further understands and agrees that the attorney confessing judgment against Maker may be paid a legal fee by Payee or other holder of this Note for confessing judgment against Maker pursuant to the warrant of attorney, and does hereby expressly consent that the confessing attorney may receive a legal fee from the Payee or other holder.

WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARD­LESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

In Witness Whereof, the undersigned has executed this Note on the day and year first above written at Columbus, Ohio.

ECCO Energy Corp.,

a Nevada corporation

By:           /s/  Sam Skipper

Print Name: Sam Skipper

Title:    President