CERTIFICATE
OF DESIGNATION OF






SERIES
D CONVERTIBLE PREFERRED STOCK






OF
ECCO ENERGY CORP.




Pursuant
to Section 78.195 of the Nevada Revised Statutes, ECCO Energy Corp., a Nevada
corporation (the “Corporation”), does hereby certify that pursuant to authority
contained in the Restated Articles of Incorporation of the Corporation filed
with the Nevada Secretary of State on January 19, 2006, the Corporation's Board
of Directors has duly adopted the following resolutions
designating  303,936 of the 10,000,000 shares of preferred stock,
$0.001 par value, as Series D Convertible Preferred Stock (the “Series D Convertible
Preferred Stock”) that shall contain the following designations and
preferences. In accordance with the terms and provisions of the First Amended
Certificate of Designation of Series B Convertible Preferred Stock and the
Certificate of Designation of Series C Convertible Preferred Stock requiring the
approval of the holders of at least 2/3’s of the outstanding Series B
Convertible Preferred Stock and the outstanding Series C Convertible Preferred
Stock of the issuance of any series of stock ranking on seniority or parity with
the Series B Convertible Preferred Stock or Series C Convertible Preferred Stock
as to dividend or liquidation rights or having a right to vote on any matter,
the Corporation has received the approval of at least 2/3’s of the holders of
the Series B Convertible Preferred Stock and the Series C Convertible Preferred
Stock regarding the issuance of the  303,936 shares of Series D
Convertible Preferred Stock.




Series
D Convertible Preferred Stock





The Series D Convertible Preferred
Stock has been authorized by the Board of Directors of the Corporation as a new
series of preferred stock, which ranks in parity as to dividends and liquidation
rights with the Series B Preferred Stock and the Series C Preferred Stock. So
long as any Series D Convertible Preferred Stock is outstanding, the Corporation
is prohibited from issuing any series of stock having rights senior to the
Series D Convertible Preferred Stock (“Senior Stock”),
without the approval of the holders of 2/3’s of the outstanding Series D
Convertible Preferred Stock. Additionally, so long as any Series D Convertible
Preferred Stock is outstanding, the Corporation may not, without the approval of
the holders of at least 2/3’s of the outstanding Series D Convertible Preferred
Stock, issue any series of stock ranking on parity with the Series D Convertible
Preferred Stock (“Parity
Stock”).





(a)  Designation and
Amount.  Of the 10,000,000 authorized shares of Preferred
Stock, $.001 par value per share,  303,936 shares are hereby
designated “Series D Convertible Preferred Stock” and possess the rights and
preferences set forth below.




(b)  Initial
Value.  The initial value of each share of Series D Convertible
Preferred Stock (the “Series D Initial
Value”) is $5.00.




(c)  Dividends.  The
holders of the then outstanding shares of Series D Convertible Preferred Stock
shall be entitled to receive, in preference to the holders of any other shares
of capital stock of the Corporation other than the holders of the Series B and
Series C preferred stock, cumulative cash dividends out of funds legally
available therefor (the “Series D Dividends”), at a per share rate equal to
eight percent (8%) per annum of the Series D Initial Value (based on a 365 day
year).  If any dividends are declared on the Series B, Series C or
Series D stock, they shall be paid pro rata among the holders of all such
series.  The Series D Dividends shall accrue on the Series D
Convertible Preferred Stock commencing on the date of original issuance thereof.
All Series D Dividends shall be cumulative, whether or not earned or declared
and whether or not there are profits, surplus or other funds of the Corporation
legally available for the payment of dividends. Dividends paid on shares of
Series D Convertible Preferred Stock in an amount less than the total amount of
such dividends at the time accumulated and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. Unless full cumulative dividends on the Series D Convertible
Preferred Stock  have been paid, dividends may not be paid, nor
declared, nor shall sums be set aside for payment thereof, and other
distributions may not be made upon the common stock (“Common Stock”) or other
shares of capital stock of the Corporation.




(d)           Liquidation.  Upon
occurrence of a liquidation, dissolution, or winding up of the Corporation,
whether voluntary or involuntary (any such event, a “Liquidating Event”),
each holder of shares of Series D Convertible Preferred Stock will be entitled
to receive , before any distribution of assets is made to holders of common
stock or any other stock of the Corporation other than the holders of the Series
B and Series C Convertible Preferred Stock ranking junior to the Series D
Preferred Stock as to dividends or liquidation rights,  an amount per
share of Series D Convertible Preferred Stock (this amount, the “Series D Liquidation
Amount”) equal to 100% of the Series D Initial Value plus the amount of
any accrued but unpaid Series D Dividends due thereon for each share up to the
date fixed for distribution. Distributions to the holders of the Series B,
Series C and Series D Convertible Preferred Stock shall be on a pro rata
basis.  After payment of the full Series D Liquidation Amount, holders
of shares of Series D Convertible Preferred Stock will not be entitled to
participate any further in any distribution of assets by the Corporation.





Subject to applicable law, any non-cash
assets of the Corporation that are legally available for distribution upon
liquidation, dissolution, or winding up of the Corporation must be promptly
liquidated by a liquidating trust or similar entity.







(e)  Conversion. Each
share of Series D Convertible Preferred Stock shall be convertible at anytime at
the option of the holder thereof into that number of fully paid and
nonassessable shares of Common Stock determined by dividing the Series D Initial
Value plus the amount of accrued and unpaid dividends due thereon by the
Conversion Price in effect on the date of the conversion.  To convert
the Series D Convertible Preferred Stock, the holder thereof shall provide
written notice to the Corporation via facsimile and overnight courier setting
forth the number of shares of Series D Convertible Preferred Stock being
converted, the holder’s calculation for number of shares of Common Stock based
upon the Conversion Price, and delivery instructions together with certificates
evidencing the shares of Series D Convertible Preferred Stock being converted
(the “Conversion Notice”). The initial Conversion Price shall be $5.00 per
share. The Conversion Price and the number of shares of stock or other
securities or property into which the Series D Convertible Preferred Stock is
convertible are subject to adjustment from time to time as follows:




(1)                 Reorganization, Merger or
Sale of Assets.  If at any time while the Series D Convertible
Preferred Stock is outstanding there shall be (i) a reorganization (other than a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), (ii) a merger or consolidation with or into another
corporation in which the Corporation is not the surviving entity, or a reverse
triangular merger in which the Corporation is the surviving entity but the
shares of the Corporation’s capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise, or (iii) a sale or transfer of the
Corporation’s properties and assets as, or substantially as, an entirety to any
other person, then, as a part of such reorganization, merger, consolidation,
sale or transfer, lawful provision shall be made so that a holder of Series D
Convertible Preferred Stock shall thereafter be entitled to receive upon
conversion of the Series D Convertible Preferred Stock the number of shares of
stock or other securities or property of the successor corporation resulting
from such reorganization, merger, consolidation, sale or transfer that a holder
of the shares deliverable upon conversion of the Series D Convertible Preferred
Stock would have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if the Series D Convertible Preferred Stock had been
converted immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section (e). The
foregoing provisions of this Section (e)(1) shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon the
conversion of the Series D Convertible Preferred Stock. If the per-share
consideration payable to the Corporation for shares in connection with any such
transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Board of
Directors of the Corporation. In all events, appropriate adjustment (as
determined in good faith by the Board) shall be made in the application of the
provisions of the Series D Convertible Preferred Stock with respect to the
rights and interests of the Corporation after the transaction, to the end that
the provisions of the Series D Convertible Preferred Stock shall be applicable
after that event, as near as reasonably may be, in relation to any shares or
other property deliverable after that event upon conversion of the Series D
Convertible Preferred Stock.




(2)                 Reclassification. If
the Corporation, at any time while the Series D Convertible Preferred Stock, or
any portion thereof, remains outstanding, by reclassification of securities or
otherwise, shall change any of the securities as to which conversion rights
under the Series D Convertible Preferred Stock exist into the same or a
different number of securities of any other class or classes, the Series D
Convertible Preferred Stock shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities that were subject to the conversion rights
under the Series D Convertible Preferred Stock immediately prior to such
reclassification or other change and number of shares received upon such
conversion shall be appropriately adjusted.




(3)                 Split, Subdivision or
Combination of Shares.  If the Corporation at any time while
the Series D Convertible Preferred Stock, or any portion thereof, remains
outstanding shall split, subdivide or combine the securities as to which
conversion rights under the Series D Convertible Preferred Stock exist, into a
different number of securities of the same class, the Conversion Price shall be
proportionately decreased in the case of a split or subdivision or
proportionately increased in the case of a combination.




(4)                 Adjustments for Dividends in
Stock or Other Securities or Property.  If while the Series D
Convertible Preferred Stock, or any portion hereof, remains outstanding the
holders of the securities as to which conversion rights under the Series D
Preferred Stock exist at the time shall have received, or, on or after the
record date fixed for the determination of eligible stockholders, shall have
become entitled to receive, without payment therefor, other or additional stock
or other securities or property (other than cash) of the Corporation by way of
dividend, then and in each case, the Series D Convertible Preferred Stock shall
represent the right to acquire upon conversion, in addition to the number of
shares of the security receivable upon conversion of the Series D Convertible
Preferred Stock, and without payment of any additional consideration therefor,
the amount of such other or additional stock or other securities or property
(other than cash) of the Corporation that such holder would hold on the date of
such conversion had it been the holder of record of the security receivable upon
conversion of the Series D Convertible Preferred Stock on the date hereof and
had thereafter, during the period from the date hereof to and including the date
of such conversion, retained such shares and/or all other additional stock,
other securities or property as aforesaid during such period, giving effect to
all adjustments called for during such period by the provisions of this Section
(e).




(f)           Redemption Option Upon
Triggering Event. In addition to all other rights of the holders of
Series D Convertible Preferred Stock contained herein, commencing upon the
occurrence of a Triggering Event (as defined below), the Corporation shall have
the obligation to redeem on a pro-rata basis, but only for cash, in an amount
equal to  thirty and 19/100 (30.19%) percent of  all
proceeds received by the Corporation under the provisions of that certain
Farmout Agreement between the Corporation and Jurasin Oil & Gas, Inc. (the
“Farmout Agreement”) dated January 11, 2008 (“Proceeds”) from the Property (as
defined below), all or a portion of the holder’s shares of Series D Convertible
Preferred Stock at a price per share of Series D Convertible Preferred Stock
equal to the Liquidation Amount (for this purpose, the “Redemption Price”).
“Triggering
Event” shall be the date on which the Corporation first receives
Proceeds. The Property shall mean the Corporation’s interest in State of
Louisiana Lease No. 1337 (“Lease No. 1337”) located in St. Mary and Terrebonne
Parishes in Louisiana.




In
the event that the Triggering Event has not occurred within nine (9) months from
the date of the filing of this designation with the Secretary of State of the
State of Nevada or after the Triggering Event no redemptions have occurred for a
period of three (3) consecutive calendar months, the Corporation shall have the
obligation to redeem on a pro-rata basis, but only for cash, in an amount equal
to thirty and 19/100 (30.19%) percent of all net proceeds received by the
Corporation from the Property.  The term “Net Proceeds” as used in the
previous sentence shall be the total receipts by the Corporation less any
royalty, overriding royalty, net profits, severance and ad valorem taxes and
reasonable lease operating expenses and capital costs attributable to the
Property which are usual and customary in the industry.  Should the
Corporation develop the mineral interests which are subject to the Farmout
Agreement in whole or in part and/or enter into a subsequent development
arrangement to develop such mineral interests after the termination of the
Farmout Agreement, the Corporation shall have the obligation to redeem on a
pro-rata basis, but only for cash, in an amount equal to thirty and 19/100
(30.19%) percent of all proceeds received by the Corporation under such
development and/or under the provisions of such development
arrangement.  The Corporation binds and obligates itself to incur no
other obligations that would impair its ability to perform its redemption
obligations hereunder until all shares of Series D Convertible Preferred Stock
are redeemed and/or converted in accordance herewith.  In order to
secure its redemption obligations, the Corporation hereby grants a security
interest in the form of a collateral assignment in favor of the holders of the
Series D Convertible Preferred Stock in an undivided thirty and 19/100 (30.19%)
percent interest in and to all of the right, title and interest of the
Corporation in and under the Farmout Agreement, any future development agreement
and/or otherwise in and under Lease No. 1337 (the “Collateral”).  Upon
a default in the performance of its redemption obligations hereunder, the
Corporation agrees that the holders of the Series D Convertible Preferred Stock
may obtain direct payment from Jurasin Oil & Gas, Inc., its successors and
assigns under Lease No. 1337 and/or all purchasers of production from the
Property, of all redemption sums due hereunder by the Corporation, until all of
the shares of Series D Convertible Preferred Stock have been
redeemed.  Anything herein to the contrary notwithstanding, in the
event of the liquidation of the Corporation, the holders of the Series D
Convertible Preferred Stock shall be entitled to acquire the Collateral for full
redemption of the Series D Convertible Preferred Stock.





Within
one (1) day after the occurrence of the Triggering Event, the Corporation shall
deliver written notice thereof via facsimile and overnight courier (“Notice of Triggering
Event”) to the holder of the Series D Convertible Preferred Stock. Ninety
days from the date of the Notice of Triggering Event (the “Initial Ninety Day
Period”) and continuing thereafter on a ninety-day basis, the Corporation shall
deliver written notice to the holder of the Series D Convertible Preferred Stock
of its intent to redeem the Series D Convertible Preferred Shares (the “Notice
of Intent to Redeem”). The Notice of Intent to Redeem shall indicate: (i) the
amount of Proceeds received by the Corporation within the applicable Initial or
subsequent Ninety Day Period ; (ii) the intent of the Corporation to redeem on a
pro-rata basis for cash the number of shares of Series D Convertible Preferred
Stock equal to 30.19% of the  Proceeds; and (iii) the Redemption
Price.  Upon receipt by the holder of each Notice of Intent to Redeem,
such holder shall have ten (10) days from the date of receipt of
such  Notice of Intent to Redeem to exercise its rights to convert its
Series D Convertible Preferred Stock into shares of the Corporation’s common
stock in accordance with Section (e) above.  If no Conversion Notice
is received by the corporation within said ten day period, the Corporation shall
redeem those shares of the Series D Convertible Preferred Stock set forth in
such  Notice of Intent to Redeem.





If
the Corporation shall fail to timely redeem such number of the Series D
Convertible Preferred Stock as provided herein, in addition to any remedy
the  holders of Series D Convertible Preferred Stock may have under
this Certificate of Designation, the Redemption Price payable in respect of such
unredeemed Series D Convertible Preferred Stock shall bear interest at the rate
of 2.0% per month (prorated for partial months) until paid in full.





(g)           Voting
Rights. Except as provided by the Nevada Revised Statutes, the
holders of the Series D Convertible Preferred Stock will have no voting rights
except as required by law.





The
determination of the designation, preferences and the relative, participating,
optional or other rights, and the qualifications, limitations or restrictions
thereof, relating to the Series D Convertible Preferred Stock, was duly made by
the Board of Directors pursuant to the provisions of the Restated Articles of
Incorporation of the Corporation, and in accordance with the provisions of
Section 78-1955 of the Nevada Revised Statutes.





IN WITNESS WHEREOF,the
Corporation has caused this Designation to be executed this ______ day of March,
2008.





ECCO ENERGY CORP.








By:
_______________________________


Samuel
Skipper, President and Chief


Executive
Officer