ex101.htm


    
      

      

    


     Letter of
Intent (“LOI”)

    


    Between:

    


    BCO
Hydrocarbon Ltd. (“BCO”)

    8520 NE
25th
Street,

    Clyde
Hill, WA 98004-1645

    


    And

    


    Mr.
Andrew Krieger (“AK”)

    366
Whitman Street

    Haworth,
NJ, 07641

    


    (hereinafter
collectively referred to as the “Parties”)

    


    Whereas
the Parties are desirous of completing a transaction that will exchange certain
oil and gas property interests for shares (the “Share Exchange”), the Parties
have agreed to provide their best efforts to create and execute an agreement
that will materially reflect the following:

    


    Definitions:

    


    “Property
Interests” are oil and gas exploitation rights, in any and all forms which may
include but are not limited to, royalties and/or working interests, which are
attached to the properties as set out on Schedule A attached
hereto;

    


    “Shares”
are restricted common voting shares of BCO;

    


    “Share
Exchange” is the exchange of Shares for Property Interests contemplated by this
LOI;

    


    “Definitive
Agreement” is the formal legal agreement contemplated by this LOI

    


    Agreements:

    


    
      	
              1.  

            	
              Share Exchange - AK will
      transfer, to BCO, all of AK’s Property Interests as set out on Schedule A
      attached hereto, in exchange for the appropriate number of Shares,
      post-Share Exchange, to equal 80% of the then issued and outstanding
      common voting shares of BCO. The Parties acknowledge and agree that the
      Shares will be transferred from current shareholders, NOT from the BCO
      treasury.

            


    

    


    
      	
              2.  

            	
              Shareholder approval -
      the Share Exchange will be subject to BCO shareholder approval, such
      approval to be sought no later than December 15,
  2009.

            


    

    


    
      	
              3.  

            	
              Closing Date - the
      Parties agree to use their best efforts to execute the Definitive
      Agreement on or before November 15,
2009.

            


    

    


    
      	
              4.  

            	
              Warranty - AK represents
      and warrants that he has full right and authority to deal in an
      unrestricted manner with the Property Interests set out in Schedule A
      attached hereto;

            


    


    
      
         


      

      
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              5.  

            	
              Costs - each Party is
      responsible for its own costs related to the preparation and execution of
      the Definitive Agreement contemplated by this
  LOI;

            


    

    


    
      	
              6.  

            	
              Due-Diligence - Each
      Party is responsible for its own due diligence, at its own
      cost.

            


    

    


    
      	
              7.  

            	
              Confidentiality - The
      Parties acknowledge and agree that in the course of due diligence, the
      Parties may have access to or acquire information which is strictly
      confidential, not publicly known, has value from not being publicly known,
      and is subject to efforts of the Parties to maintain its confidentiality.
      The Parties agree that the Information shall be used or disclosed only as
      necessary for the purpose of carrying out due diligence. The Parties agree
      that during the course of due diligence and after to keep confidential and
      refrain from using or disclosing, directly or indirectly, any of the
      Information for any purpose.

            


    

    


    Signed
and agreed this 8thday
of November, 2009.

    


    BCO
Hydrocarbon Ltd.

     

    /s/ Daniel P.
Brooks                                                                                     /s/ Andrew
Krieger

    Per: Mr.
Daniel P. Brooks,
C.E.O.                                                               Mr.
Andrew Krieger

    
    


    
      
         


      

      
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    Schedule
“A”

    


    Letter
of Intent

    Dated

    November
8, 2009

    Between

    BCO
Hydrocarbon Ltd. (“BCO”)

    And

    Mr.
Andrew Krieger (“AK”)

    
 

    Lands/leases/royalties
of Mr. Andrew Krieger as described in the attached copies of the actual
underlying agreements.

     

    1 The
leasehold with Chesapeake Appalachia LLC which covers 186 +/- acres of property
(copies to be provided);

    


    2 Leasehold
to be entered into with BCO Hydrocarbon Ltd. which covers an additional 720+/-
acres of properties in the same town of Livingston Manor, New
York.


    
      
         


      

      
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