SECOND
AMENDED CERTIFICATE OF DESIGNATION OF
   SERIES
C 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 660,000 of
the 10,000,000 shares of preferred stock, $0.001 par value, as Series C
Convertible Preferred Stock (the “Series C Convertible
Preferred Stock”) that shall contain the following designations and
preferences, which designations and preferences with exception of the redemption
provision shall be identical to those designations and preferences of the Series
B Convertible Preferred Stock and rank on parity with the Series B and Series D
Convertible Preferred Stock. In accordance with the terms and provisions of the
First Amended Certificate of Designation of Series B Convertible Preferred Stock
requiring the approval of the holders of at least 2/3’s of the outstanding
Series B Convertible Preferred Stock of the issuance of any series of stock
ranking on parity with the Series B 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 regarding the issuance of the 660,000 shares of
Series C Convertible Preferred Stock.  This Second Amended Certificate
of Designation is a complete replacement and supersedes in all respect all
Certificates of Designation of Series C Convertible Preferred Stock previously
filed
  Series
C Convertible Preferred Stock
 
 The Series C Convertible Preferred
Stock has been authorized by the Board of Directors of the Corporation as a new
series of preferred stock, which ranks on parity with the Series B and Series D
Convertible Preferred Stock and is senior and is not subordinated in any
respects to the Series A Preferred Stock. So long as any Series C Convertible
Preferred Stock is outstanding, the Corporation is prohibited from issuing any
series of stock having rights senior to the Series C Convertible Preferred Stock
(“Senior
Stock”), without the approval of the holders of 2/3’s of the outstanding
Series C Convertible Preferred Stock. Additionally, so long as any Series C
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 C
Convertible Preferred Stock, issue any series of stock ranking on parity with
the Series C Convertible Preferred Stock (“Parity Stock”) as to
dividend or liquidation rights or having a right to vote on any
matter.
 
 (a)  Designation and
Amount.  Of the 10,000,000 authorized shares of Preferred
Stock, $001 par value per share, 660,000 shares are hereby designated “Series C
Convertible Preferred Stock” and possess the rights and preferences set forth
below.
  (b)  Initial
Value.  The initial value of each share of Series C Convertible
Preferred Stock (the “Series C Initial
Value”) is $5.00.
  
  
  (c)  Dividends.  The
holders of the then outstanding shares of Series C 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 D Convertible Preferred Stock, cumulative dividends when and as if they
may be declared by the Board out of funds legally available therefor (the
“Series C Dividends”), at a per share equal to eight percent (8%) per annum of
the Series C Initial Value (based on a 365 day year).  The Series C
Dividends shall accrue on the Series C Convertible Preferred Stock commencing on
the date of original issuance thereof. All Series C 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 C 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 C Convertible Preferred Stock, the Series D
Convertible Preferred Stock and the Series B Convertible Preferred Stock have
been paid, or declared and sums set aside for the payment thereof, dividends,
other than in common stock, $.001 par value per share (“Common Stock”), or
other securities of a class or series of stock of the Corporation the terms of
which do not expressly provide that it ranks senior to or on a parity with the
Series C Convertible Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding-up and dissolution of the
Corporation, may not be paid, or declared and sums set aside for payment
thereof, and other distributions may not be made upon the 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 C Convertible Preferred Stock will be entitled
to receive on a parity with the holder of shares of Series B and Series D
Convertible Preferred Stock, before any distribution of assets is made to
holders of common stock or any other stock of the Corporation ranking junior to
the Series C Preferred Stock as to dividends or liquidation rights, but only
after all distributions to holders of Series C Preferred Stock as set forth in
this First Amended Certificate of Designation and to holders of Series B and
Series D Preferred Stock as set forth in the their respective Certificates of
Designation, have been made, an amount per share of Series C Convertible
Preferred Stock (this amount, the “Series C Liquidation
Amount”) equal to 100% of the Series C Initial Value plus the amount of
any accrued but unpaid Series C Dividends due thereon for each share up to the
date fixed for distribution. After payment of the full Series C Liquidation
Amount, holders of shares of Series C Convertible Preferred Stock will not
be entitled to participate any further in any distribution of assets by the
Corporation. If upon occurrence of a Liquidating Event, the assets of the
Corporation available for distribution to its stockholders are insufficient to
pay the holders of the Series C Convertible Preferred Stock the full Series
C Liquidation Amount, holders of Series C Preferred Convertible Stock will
share ratably in any distribution of assets with the holders of the Series B and
Series D Convertible Preferred Stock so that each such holder receives, per
share, the same percentage of the Series C Liquidation Amount and the Series B
and Series D Liquidation Amount, respectively.
 
 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 C Convertible Preferred Stock shall be convertible upon receipt
by the holder of a Notice of Intent to Redeem or 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 C 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 C 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 C 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 C 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 C 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 C 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 C
Convertible Preferred Stock shall thereafter be entitled to receive upon
conversion of the Series C 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 C Convertible Preferred
Stock would have been entitled to receive in such reorganization, consolidation,
merger, sale or transfer if the Series C 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 C 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 C 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 C 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 C
Convertible Preferred Stock.
   
  (2)                 Reclassification. If
the Corporation, at any time while the Series C 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 C Convertible Preferred Stock exist into the same or a
different number of securities of any other class or classes, the Series C
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 C Convertible Preferred Stock immediately prior to such
reclassification or other change and number of shares received upon such
conversion shall be appropriately adjusted, all subject to further adjustment as
provided in this Section (e).
  (3)                 Split, Subdivision or
Combination of Shares.  If the Corporation at any time while
the Series C Convertible Preferred Stock, or any portion thereof, remains
outstanding shall split, subdivide or combine the securities as to which
conversion rights under the Series C 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 C
Convertible Preferred Stock, or any portion hereof, remains outstanding the
holders of the securities as to which conversion rights under the Series C
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 C 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 C 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 C 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 C Convertible Preferred Stock contained herein, commencing upon the
occurrence of a Mustang Island Triggering Event (as defined below), the
Corporation shall have the obligation to redeem on a pro-rata basis for cash in
an amount equal to 50% of the net proceeds received from production from the
Mustang Island Property (as defined below) all or a portion of the holder’s
shares of Series C Convertible Preferred Stock at a price per share of Series C
Convertible Preferred Stock equal to the Liquidation Amount (for this purpose,
the “Redemption
Price”). “Mustang Island Triggering
Event” shall occur when the cumulative market value of production from
the Mustang Island Property sold or utilized off the premises (after deducting
severance, ad valorem and production taxes paid by the Corporation, plus any
royalties, overriding royalties, production payments and similar lease burdens)
shall equal the Corporation’s actual cost of drilling, testing and completing
the wells located on the Property (including the actual cost of any reworking,
deepening or plugging back), plus 100% of the actual cost of operating the well
during the payout period. The Mustang Island Property shall mean the
Corporation’s interest in the west one-half of Mustang Island Block 818-L
located Offshore Texas, in Kleberg County, Texas.  In addition, upon
the occurrence of a State Lease No. 1337  Triggering Event, the
Corporations shall have the obligation to redeem on a pro-rata basis, but only
for cash, in an amount equal to  twenty-nine and 81/100 (29.81%)
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 State Lease No. 1337 (as defined below), all or a portion
of the holder’s shares of Series C Convertible Preferred Stock at a price per
share of Series C Convertible Preferred Stock equal to the Liquidation Amount
(for this purpose, the “Redemption Price”).
“State Lease No. 1337
Triggering Event” shall be the date on which the Corporation first
receives Proceeds. State Lease No. 1337 shall mean the Corporation’s interest in
State of Louisiana Lease No. 1337 (“Lease No. 1337”) located in St. Mary Parish,
Louisiana.
  In
the event that the State Lease No. 1337 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 State Lease No. 1337
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 twenty-nine and
81/100 (29.81%) percent of all net proceeds received by the Corporation from
State Lease No. 1337.  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 State Lease No. 1337
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 twenty-nine and 81/100 (29.81%) percent of
all proceeds received by the Corporation 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 C 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 C Convertible Preferred Stock
in an undivided twenty-nine and 81/100 (29.81%) 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 State
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 C Convertible Preferred Stock may obtain direct payment from
Jurasin Oil & Gas, Inc., its successors and assigns under State Lease No.
1337 and/or all purchasers of production from State Lease No. 1337, of all
redemption sums due hereunder by the Corporation, until all of the shares of
Series C 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 C Convertible Preferred Stock shall be
entitled to acquire the Collateral for full redemption of the Series C
Convertible Preferred Stock.
  Within
one (1) day after the occurrence of a either a Mustang Island Triggering Event
or a State Lease No. 1337 Triggering Event (collectively “Triggering Event”),
the Corporation shall deliver written notice thereof via facsimile and overnight
courier (“Notice of
Triggering Event”) to the holder of the Series C 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 C
Convertible Preferred Stock of its intent to redeem the Series C 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
from the Mustang Island Property and State Lease No. 1337 within the Initial
Ninety Day Period; (ii) the intent of the Corporation to redeem on a pro-rata
basis for cash the number of shares of Series C Convertible Preferred Stock
equal to such proceeds; and (iii) the Redemption Price.  Upon receipt
by the holder of the Notice of Intent to Redeem, such holder has ten days from
the date of the Notice of Intent to Redeem to exercise its rights to convert its
Series C 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 C Convertible Preferred Stock set forth in the
Notice of Intent to Redeem.
 
 Upon
the Corporation’s receipt of a Notice of Redemption at Option of Holder, the
Corporation shall immediately notify the holder of Series C Convertible
Preferred Stock by facsimile of the Corporation’s receipt of such Notice of
Redemption at Option of Holder and such holder shall promptly submit to the
Corporation such number of the holder’s Series C Convertible Preferred Stock
Certificates as indicated in the Notice of Intent to Redeem. The Corporation
shall pay the Redemption Price in cash. If the Corporation shall fail to redeem
such number of the Series C Convertible Preferred Stock submitted for redemption
(other than pursuant to a dispute as to the arithmetic calculation of the
Redemption Price), in addition to any remedy such holder of Series C Convertible
Preferred Stock may have under this Second Amended Certificate of Designation,
the Redemption Price payable in respect of such unredeemed Series C Convertible
Preferred Stock shall bear interest at the rate of 2.0% per month (prorated for
partial months) until paid in full. Until the Corporation pays such unpaid
applicable Redemption Price in full to a holder of shares of Series C
Convertible Preferred Stock submitted for redemption, such holder shall have the
option (the “Void
Optional Redemption Option”) to, in lieu of redemption, require the
Corporation to promptly return to such holder(s) all of the shares of Series C
Convertible Preferred Stock that were submitted for redemption by such holder(s)
under this Section (f) and for which the applicable Redemption Price has not
been paid, by sending written notice thereof to the Corporation via facsimile
(the “Void Optional
Redemption Notice”). Upon the Corporation’s receipt of such Void Optional
Redemption Notice(s) and prior to payment of the full applicable Redemption
Price to such holder, (i) the Notice(s) of Redemption at Option of Buyer Upon
Triggering Event shall be null and void with respect to those shares of Series C
Convertible Preferred Stock submitted for redemption and for which the
applicable Redemption Price has not been paid and (ii) the Corporation shall
immediately return any Series C Convertible Preferred Stock submitted to the
Company by each holder for redemption under this Section (f).
 
 The Corporation shall, at the end of
every ninety-day period commencing from the ending date of the Initial Ninety
Day Period (the “Subsequent Ninety-Day Period(s) provide to the holder of the
Series C Convertible Preferred Stock a Notice of Intent to Redeem. The Notice of
Intent to Redeem shall indicate: (i) the amount of proceeds received by the
Corporation within the Subsequent Ninety Day Period from the Mustang Island
Property and State Lease No. 1337; (ii) the intent of the Corporation to redeem
on a pro-rata basis for cash the number of shares of Series C Convertible
Preferred Stock equal to such proceeds; and (iii) the Redemption
Price.
 
 (g)           Voting
Rights. Except as provided by the Nevada Revised Statutes, the
holders of the Series C 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 C 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 Second Amended Designation to be executed this 7th
day of April, 2008.
 
 
 ECCO ENERGY CORP.
 
 
 By:
_______________________________
 Samuel
Skipper, President and Chief
 Executive
Officer