Exhibit 10.1


    EXHIBIT
      10.1 

    


    


     

    


    ASSET
      PURCHASE AGREEMENT

     

    


    Between:

    


    


    BOOMERS’
      CULTURAL DEVELOPMENT INC.

    


    


    


    And:

    


    


    KOKO
      PETROLEUM INC.

    


    


    
 

    


    __________

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    ASSET
      PURCHASE AGREEMENT

    


     

    THIS
      ASSET PURCHASE AGREEMENT
      is dated
      and made for reference as fully executed on this _____ day of __________, 2006
      (the “Effective
      Date”).

     

    BETWEEN:

     

    BOOMERS’
      CULTURAL DEVELOPMENT INC.,
      a
      company duly incorporated under the laws of Nevada and having its mailing
      address at 1453 Johnston Road, #71524, White Rock, BC, V5J 2G8

    


    (the
      “Transferor”);

    F
      THE FIRST PART

    


    AND:

    


    KOKO
      PETROLEUM INC.,
      a
      company duly incorporated under the laws of Nevada and having an address for
      notice and delivery located at 123 Christie Mountain Lane, Okanogan Falls,
      BC,
      V0H 1R0 

    


    (the
      “Transferee”);

    OF
      THE SECOND PART

     

    (the
      Transferor and the Transferee being hereinafter singularly also referred to
      as a
“Party”
and
      collectively referred to as the “Parties”
as
      the
      context so requires).

    


    


    WHEREAS:

    


    A. The
      Transferor is the owner of certain interests in the Corsicana Fields Project,
      Barnet Shale Formation, McKinney, Blackburn, in Texas (collectively, the
“Assets”),
      a
      complete listing of such Assets of the Transferor being set forth in Schedule
      “A” which is attached to this Agreement and which forms a material part
      hereof;

    


    B. The
      Transferee is desirous of acquiring the Assets of the Transferor, as displayed
      in that certain Letter of Intent dated for reference May 4, 2006, a copy of
      which is attached as Schedule “B” which is attached to this Agreement and which
      forms a material part hereof.

    


    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that,
      in
      consideration of the mutual covenants and provisos herein contained, THE
      PARTIES HERETO AGREE AS FOLLOWS:

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    Article
      I

     

    DEFINITIONS,
      SCHEDULES AND INTERPRETATION

    


    1.1  Definitions.
      For all
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires, the following words and phrases shall have the
      following meanings:

    


    
      	(a)  	
              “Agreement”
                means this Asset Purchase Agreement as entered into between the Transferor
                and the Transferee herein, together with any amendments and any
                Schedules;

            


    

    


    
      	(b)  	
              “Assets”
                has the meaning ascribed to it in recital “A” hereinabove, and which
                Assets are particularly described in Schedule “A” which is attached
                hereto;

            


    

    


    
      	(c)  	
              “Confidential
                Information”
                has the meaning ascribed to it in section “9.1”
                hereinbelow;

            


    

    


    
      	(d)  	
              “Defaulting
                Party”
                and “Non-Defaulting
                Party”
                have the meanings ascribed to them in section “12.1”
                hereinbelow;

            


    

    


    
      	(e)  	
              “Indemnified
                Party”
                has the meaning ascribed to it in section “13.1”
                hereinbelow;

            


    

    


    
      	(f)  	
              “Parties”
                or “Party”
                means, respectively, the Transferor and/or the Transferee hereto,
                as the
                case may be, together with their respective successors and permitted
                assigns as the context so requires;

            


    

    


    1.2  Schedules. For
      the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires, the following shall represent the Schedules which
      are attached to this Agreement and which form a material part
      hereof:

     

     

    
      	Schedule 	Description 
	 	 
	Schedule “A”: 	List of Assets being sold to the
              Transferee 
	 	 
	Schedule “B”: 	Letter of Intent dated May 4,
              2006 


    

    


     

    1.3  Interpretation. For
      the
      purposes of this Agreement, except as otherwise expressly provided or unless
      the
      context otherwise requires,:

    


    
      	 	
              (a)

            	
              the
                words “herein”, “hereof” and “hereunder” and other words of similar import
                refer to this Agreement as a whole and not to any particular Article,
                section or other subdivision of this
                Agreement;

            


    

    


    
      	 	
              (b)

            	
              the
                headings are for convenience only and do not form a part of this
                Agreement
                nor are they intended to interpret, define or limit the scope or
                extent of
                this or any provision of this
                Agreement;

            


    

    


    
      	 	
              (c)

            	
              any
                reference to an entity shall include and shall be deemed to be a
                reference
                to any entity that is a permitted successor to such entity;
                and

            


    

    


    
      	 	
              (d)

            	
              words
                in the singular include the plural and words in the masculine gender
                include the feminine and neuter genders, and vice
                versa.

            


    

    


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Article
      2

     

    PURCHASE
      AND SALE OF ASSETS

    


    


    2.1  Purchase
      and Sale.
      The
      Transferee hereby purchases, without condition, and the Transferor hereby sells,
      without condition, the Assets in consideration of the following:

    


    
      	(a)  	
              The
                issuance of 1,500,000 shares from the treasury of the
                Transferee;

            


    

    
      	(b)  	
              $20,000
                on or before the closing of this transaction (the
                “Closing”);

            


    

    
      	(c)  	
              Up
                to $80,000 as required within seven (7) days of written request by
                the
                Transferor to be used for legal, accounting, and administrative fees
                for
                the purpose of the Transferor obtaining a listing on the NASDAQ OTC
                Bulletin Board; and

            


    

    
      	(d)  	
              Assumption
                of $150,000 in debt owed by the Transferor with respect to the Corsicana
                Field Project. 

            


    

    


    


    


    Article
      3

     

    BOARD
      REPRESENTATION

    


    3.1  Entitlement
      to Board Representation.
      The
      Transferee shall cause the Transferor to nominate a candidate of its choosing
      to
      sit on the board of directors of the Transferee.

    


    3.2  Accounting.
      It is
      hereby also acknowledged and agreed by the Parties hereto that the Transferee,
      or its subsidiary as the case may be, will maintain, at its principal place
      of
      business, separate accounts, and records thereto, of business and activities
      conducted pursuant to this Agreement and that such accounts and records are
      to
      be in sufficient detail. In this regard the Transferee shall retain the
      accounts, and records in relation thereto, for at least one year after the
      date
      upon which they were made and presented to the Transferor. The Transferee shall
      furnish such reasonable evidence as the Transferor deems necessary to verify
      the
      accounting and will permit the Transferor’s respective representatives to make
      copies of or extracts from such accounts and records.

    


    3.3  Inspection.
      The
      Transferor shall have, on at least five business days’ notice, unimpeded right
      and authority to enter on the premises of the Transferee, its representatives,
      its agents, its counsel or any other party having control or possession of
      records or premises of the Transferee or in relation to its production or sales
      or distribution of the Products, for the purpose of all such investigations
      as
      the Transferor may require to assure themselves as to the compliance by the
      Transferee with appropriate accounting provisions of this Agreement. In this
      regard the Transferee covenants to allow and assist the Transferor, and the
      Transferor’s duly authorized representatives, access to all the aforesaid
      premises and locations and access to all such personnel and other persons as
      the
      Transferor may require, and the Transferee shall make such premises, records
      and
      persons available within five business days of notice by the Transferor. In
      the
      event that any aforesaid party refuses or delays or omits to give the Transferor
      entry and access to premises or records, the Transferee warrants to give the
      Transferor all reasonable assistance to effect such end.

    


    


    
      
        
        

      

      
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    Article
      4

     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS BY THE TRANSFEROR

    


    4.1  Representations,
      Warranties and Covenants by the Transferor.
      In
      order to induce the Transferee to enter into and consummate this Agreement,
      the
      Transferor represents to and warrants to the Transferee that, to the best of
      the
      informed knowledge, information and belief of the Transferor:

    


    
      	
            	(a)	
              the
                Transferor is duly incorporated under the laws of its jurisdiction
                of
                incorporation and is validly existing and in good standing with respect
                to
                all statutory filings required by the applicable corporate
                laws;

            


    

    


    
      	
            	(b)	
              the
                Transferor is qualified to do business in those jurisdictions where
                it is
                necessary to fulfill its obligations under this Agreement and the
                Transferor has the full power and authority to enter into this Agreement
                and any agreement or instrument referred to or contemplated by this
                Agreement;

            


    

    


    
      	 	
              (c)

            	
              the
                Transferor is the registered and beneficial owner of its interests
                in the
                Assets as set out in the Agreements referred to in Schedule “A” and has
                the requisite power, authority and capacity to own and use the Assets
                and
                the Transferor owns the right to develop and maintain the
                Assets;

            


    

    


    
      	 	
              (d)

            	
              no
                person, firm or corporation has any written or oral agreement, option,
                understanding or commitment, or any right or privilege capable of
                becoming
                an agreement, for the purchase from the Transferor of any of the
                Assets;

            


    

    


    


    
      	
            	(e)	
              the
                Transferor has not experienced, nor is the Transferor aware of, any
                occurrence or event which has had, or might reasonably be expected
                to
                have, a materially adverse affect on the
                Assets;

            


    

    


    


    
      	
            	(f)	
              the
                Transferor is not in breach of any provision or condition of, nor
                has the
                Transferor done or omitted to do anything that, with or without the
                giving
                of notice or lapse or both, would constitute a breach of any provision
                or
                condition of, or give rise to any right to terminate or cancel or
                accelerate the maturity of any payment under, any deed of trust,
                contract,
                certificate, consent, permit, license or other instrument to which
                the
                Transferor is a party, by which the Transferor is bound or from which
                the
                Transferor derives benefit, or any judgment, decree, order, rule
                or
                regulation of any Court or governmental authority to which the Transferor
                is subject, or any statute or regulation applicable to the Transferor,
                to
                an extent that, in the aggregate, has a material adverse affect on
                the
                Transferor or the Assets;

            


    

    


    
      	 	
              (g)

            	
              the
                Transferor has not committed to sell, license, distribute, option,
                or
                otherwise dispose of or grant any interest in all or any part of
                the
                Assets or agree to do or perform any act or enter into any transaction
                or
                negotiation which could reasonably be expected to interfere with
                this
                Agreement or which would render inaccurate any of the representations,
                warranties or covenants set forth in this
                Agreement;

            


    

    


    
      	 	
              (h)

            	
              the
                execution and delivery of this Agreement and the agreements contemplated
                hereby have been duly authorized by all necessary action, corporate
                or
                otherwise, or will have been so authorized at the relevant
                time;

            


    

    


    
      	
            	(i)	
              this
                Agreement constitutes a legal, valid and binding obligation of the
                Transferor enforceable against it in accordance with its terms, except
                as
                enforcement may be limited by laws of general application affecting
                the
                rights of creditors and the discretionary authority of courts of
                law;

            


    

    


    
      	
            	(j)	
              no
                proceedings are pending for, and the Transferor is unaware of, any
                basis
                for the institution of any proceedings leading to its respective
                dissolution or winding up, or the placing of it in bankruptcy or
                subject
                to any other laws governing the affairs of insolvent
                companies;

            


    

    


    
      	
            	(k)	
              the
                making of this Agreement and the completion of the transactions
                contemplated hereby and the performance of and compliance with the
                terms
                hereof does not and will not:

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
            	(i)	
              conflict
                with or result in a breach of or violate any of the terms, conditions
                or
                provisions of the Transferor’s constating
                documents;

            


    

    


    


    
      	
            	(ii)	
              give
                to any party the right of termination, cancellation or acceleration
                in or
                with respect to any agreement, contract or commitment to which the
                Transferor is a party;

            


    

    


    
      	
            	(iii)	
              give
                to any government or governmental authority, or any municipality
                or any
                subdivision thereof, including any governmental department, commission,
                bureau, board or administration agency, any right of termination,
                cancellation or suspension of, or constitute a breach of or result
                in a
                default under, any permit, license, control or authority issued to
                the
                Transferor which is necessary or desirable in connection with the
                conduct
                and operations of its respective Business and the ownership or leasing
                of
                its respective Assets or other assets;
                or

            


    

    


    


    
      	
            	(l)	
              the
                Transferor will employ good faith, due diligence, and best efforts
                to
                perform its obligations of this Agreement and will enter into such
                additional or collateral agreements as may be reasonably required
                by the
                Transferee to effect and complete the objects and intent of this
                Agreement.

            


    

    


    4.2  Continuity
      of the Representations, Warranties and Covenants by the
      Transferor.
      The
      representations, warranties and covenants by the Transferor contained in this
      Article, or in any certificates or documents delivered pursuant to the
      provisions of this Agreement or in connection with the transactions contemplated
      hereby, will be true at and as of the Effective Date. Subject to any
      investigations or inquiries made by the Transferee or by the Transferee’s
      professional advisors, or the waiver of any condition by the Transferee, the
      representations, warranties and covenants of the Transferor contained in this
      Article shall continue in full force and effect for a period of twelve (12)
      months from the Effective Date; provided, however, that the Transferor shall
      not
      be responsible for the breach of any representation, warranty or covenant of
      the
      Transferor contained herein caused by any act or omission of the Transferee.
      In
      the event that any of the representations, warranties or covenants of the
      Transferor are found by a Court of competent jurisdiction to be incorrect and
      such incorrectness results in any loss or damage sustained, directly or
      indirectly, by the Transferee, then the Transferor will pay the amount of such
      loss or damage to the Transferee within 30 calendar days of receiving notice
      of
      judgment therefor; provided that the damages will be limited to the
      consideration paid upon closing.

    


    


    Article
      5

     

    WARRANTIES,
      REPRESENTATIONS AND COVENANTS BY THE TRANSFEREE

    


    5.1  Warranties,
      Representations and Covenants by the Transferee.
      In
      order to induce the Transferor to enter into and consummate this Agreement,
      the
      Transferee hereby warrants to and represents to the Transferor that, to the
      best
      of the informed knowledge, information and belief of the Transferee, after
      having made due inquiry:

    


    (a) the
      Transferee is duly incorporated under the laws of its jurisdiction of
      incorporation and is validly existing and in good standing with respect to
      all
      statutory filings required by the applicable corporate laws;

    


    
      	 	
              (b)

            	
              the
                execution and delivery of this Agreement and the agreements contemplated
                hereby has been duly authorized by all necessary corporate action
                on its
                part;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	 	
              (c)

            	
              there
                are no consents, approvals or conditions precedent to the performance
                of
                this Agreement;

            


    

    


    
      	 	
              (d)

            	
              this
                Agreement constitutes a legal, valid and binding obligation of the
                Transferee enforceable against the Transferee in accordance with
                its
                terms, except as enforcement may be limited by laws of general application
                affecting the rights of creditors;

            


    

    


    
      	 	
              (e)

            	
              no
                proceedings are pending for, and the Transferee is unaware of, any
                basis
                for the institution of any proceedings leading to the dissolution
                or
                winding up of the Transferee or the placing of the Transferee in
                bankruptcy or subject to any other laws governing the affairs of
                insolvent
                companies;

            


    

    


    
      	 	
              (f)

            	
              the
                Transferee is not in breach of any laws, ordinances, statutes,
                regulations, by-laws, orders or decrees to which it is subject or
                which
                apply to it;

            


    

    


    
      	 	
              (g)

            	
              there
                has been and there will be prepared and filed on a timely basis all
                federal and state income tax returns, elections and designations,
                and all
                other governmental returns, notices and reports of which the Transferee
                had, or ought reasonably to have had, knowledge required to be or
                reasonably capable of being filed with respect to the operations
                of the
                Transferee, and no such returns, elections, designations, notices
                or
                reports contain or will contain any material misstatement or omit
                any
                material statement that should have been included, and each such
                return,
                election, designation, notice or report, including accompanying schedules
                and statements, is and will be true, correct and complete in all
                material
                respects;

            


    

    


    
      	 	
              (h)

            	
              the
                making of this Agreement and the completion of the transactions
                contemplated hereby and the performance of and compliance with the
                terms
                hereof does not and will not:

            


    

    


    
      	 	 	
              (i)

            	
              conflict
                with or result in a breach of or violate any of the terms, conditions
                or
                provisions of the constating documents of the
                Transferee;

            


    

    


    
      	 	 	
              (ii)

            	
              conflict
                with or result in a breach of or violate any of the terms, conditions
                or
                provisions of any law, judgment, order, injunction, decree, regulation
                or
                ruling of any Court or governmental authority, domestic or foreign,
                to
                which the Transferee is subject, or constitute or result in a default
                under any agreement, contract or commitment to which the Transferee
                is a
                party;

            


    

    


    
      	 	 	
              (iii)

            	
              give
                to any party the right of termination, cancellation or acceleration
                in or
                with respect to any agreement, contract or commitment to which the
                Transferee is a party;

            


    

    


    
      	 	 	
              (iv)

            	
              give
                to any government or governmental authority, or any municipality
                or any
                subdivision thereof, including any governmental department, commission,
                bureau, board or administration agency, any right of termination,
                cancellation or suspension of, or constitute a breach of or result
                in a
                default under, any permit, license, control or authority issued to
                the
                Transferee which is necessary or desirable in connection with the
                conduct
                and operations of its business and the ownership or leasing of its
                business assets; or

            


    

    


    
      	 	 	
              (v)

            	
              constitute
                a default by the Transferee, or any event which, with the giving
                of notice
                or lapse of time or both, might constitute an event of default, under
                any
                agreement, contract, indenture or other instrument relating to any
                indebtedness of the Transferee which would give any party to that
                agreement, contract, indenture or other instrument the right to accelerate
                the maturity for the payment of any amount payable under that agreement,
                contract, indenture or other
                instrument;

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              (i)

            	
              neither
                this Agreement nor any other document, certificate or statement furnished
                to the Transferor by or on behalf of the Transferee in connection
                with the
                transactions contemplated hereby knowingly or negligently contains
                any
                untrue or incomplete statement of material fact or omits to state
                a
                material fact necessary in order to make the statements therein not
                misleading; 

            


    

    


    
      	
            	(j)	
              the
                Transferee is not aware of any fact or circumstance which has not
                been
                disclosed to the Transferor which should be disclosed in order to
                prevent
                the representations, warranties and covenants contained in this section
                from being misleading or which would likely affect the decision of
                the
                Transferor to enter into this Agreement;
                and

            


    

    


    
      	(k)  	
              the
                Transferee will employ good faith, due diligence, and best efforts
                to
                perform its obligations of this Agreement and will enter into such
                additional or collateral agreements as may be reasonably required
                to
                effect and complete the objects and intent of this
                Agreement.

            


    

    


    
      	(l)  	
              The
                Shares represented in this transaction are duly issued and fully
                paid,
                valid, and non-assessable.

            


    

    


    


    5.2  Continuity
      of the Representations, Warranties and Covenants by the
      Transferee.
      The
      representations, warranties and covenants of the Transferee contained in this
      Article, or in any certificates or documents delivered pursuant to the
      provisions of this Agreement or in connection with the transactions contemplated
      hereby, will be true at and as of the Effective Date. Notwithstanding any
      investigations or inquiries made by the Transferor or by the Transferor’s
      respective professional advisors prior to the Effective Date, or the waiver
      of
      any condition by the Transferor, the representations, warranties and covenants
      of the Transferee contained in this Article shall survive the Effective Date
      and
      shall continue in full force and effect for a period of twelve (12) months
      from
      the Effective Date; provided, however, that the Transferee shall not be
      responsible for the breach of any representation, warranty or covenant of the
      Transferee contained herein caused by any act or omission of the Transferor.
      In
      the event that any of the said representations, warranties or covenants are
      found by a Court of competent jurisdiction to be incorrect and such
      incorrectness results in any loss or damage sustained, directly or indirectly,
      by the Transferor, then the Transferee will pay the amount of such loss or
      damage to the Transferor within 30 calendar days of receiving notice of judgment
      therefor; provided that the Transferor will not be entitled to make any claim
      unless the loss or damage suffered may exceed the amount of
      $10,000.

     

    


    Article
      6

    OBTAINING
      APPROVAL

    


    
       

        6.1     ApprovalThe
          Transferor shall, prior to closing, obtain the requisite approval to effect
          the
          terms contemplated within this agreement, and to obtain waivers, consents,
          and
          rights of first refusal as required under the agreement as set out in Schedule
          “A”. 

      

    

    


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Article
      7

    ADDITIONAL
      TERMS

    


    


    7.1  Due
      Diligence.
      Each of
      the Parties hereto may conduct such further due diligence examination of the
      other Parties hereto as it deems appropriate. In that regard the Parties agree
      that each shall have full and complete access to the other Parties’ books,
      records, financial statements and other documents, articles of incorporation,
      by-laws, minutes of Board of Directors’ meetings and its committees, investment
      agreements, material contracts and as well such other documents and materials
      as
      the Parties hereto, or their respective counsel, may deem reasonable and
      necessary to conduct an adequate due diligence investigation of each Party,
      its
      respective operations and financial condition prior to the Closing.

    


    


    7.2  Opinions,
      Reports and Advice of the Transferor.
      The
      Transferor hereby acknowledges and agrees that all written and oral opinions,
      reports, advice and materials provided by the Transferor to the Transferee
      in
      connection with the Assets hereunder are intended solely for the Transferee’s
      benefit and for the Transferee’s use only, and that any such written and oral
      opinions, reports, advice and information are the exclusive property of the
      Transferee. In this regard the Transferor hereby covenants and agrees that
      the
      Transferee may utilize any such opinion, report, advice and materials for any
      other purpose whatsoever and, furthermore, may reproduce, disseminate, quote
      from and refer to, in whole or in part, at any time and in any manner, any
      such
      opinion, report, advice and materials in its sole and absolute
      discretion.

    


    7.3  Additional
      Documents and Acts by Transferor.
      The
      Transferor will also cause or deliver, or cause to be delivered, to the
      Transferee, at the times stipulated, the following:

    


    
      	 	
              (a)

            	
              upon
                the request of the Transferee, all documentation as may be necessary
                and
                as may be required by counsel for the Transferee, acting reasonably,
                to
                ensure that all of the Assets have been duly transferred, assigned
                and are
                registerable in the name of and for the benefit of the Transferee
                under
                applicable corporate laws and including, without limitation, all
                necessary
                deeds, conveyances, bills of sale, assurances, transfers, contract
                assignments, sales agreement assignments, development agreement
                assignments, royalty assignments, license assignments, manufacturing
                agreement assignments, supply agreement assignments, consents and
                any
                other documents necessary or reasonably required effectively to transfer
                all of the Assets and the business of the Assets to the Transferee
                with a
                good and marketable title, free and clear of all mortgages, liens,
                charges, pledges, claims, security interests or encumbrances
                whatsoever;

            


    

    


    
      	 	
              (b)

            	
              within
                10 days of the Closing Date, a certified copy of the resolutions
                of the
                directors and shareholders of the Transferor authorizing the transfer
                by
                the Transferor to the Transferee of all of the Assets in accordance
                with
                the terms of this Agreement;

            


    

    


    
      	 	
              (c)

            	
              within
                30 days of the Closing Date, all necessary consents and approvals
                in
                writing to the completion of the transactions contemplated herein
                and
                including, without limitation, approval from all Regulatory Authorities
                having jurisdiction over the Transferor and the Assets or a certificate
                of
                counsel of the Transferor that no such consents are required;
                and

            


    

    


    
      	 	
              (d)

            	
              within
                30 days of the Closing Date all records, engineering specifications
                and
                reports, patents, books, and other documentation pertinent to the
                Assets
                and all molds, inventory, customer lists, supply contracts, manufacturing
                contracts, and all and every part of such matters pertaining to the
                Assets.

            


    

    


     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    Article
      8

    NON-DISCLOSURE

    


    8.1  Non-disclosure.
      The
      Parties hereto, for themselves, their officers, directors, shareholders,
      consultants, employees and agents, agree that they each will not disseminate
      or
      disclose, or knowingly allow, permit or cause others to disseminate or disclose
      to third parties who are not subject to express or implied covenants of
      confidentiality, without the other Parties’ express written consent, either: (i)
      the fact or existence of this Agreement or discussions and/or negotiations
      between them involving, inter
      alia,
      possible business transactions; (ii) the possible substance or content of those
      discussions; (iii) the possible terms and conditions of any proposed
      transaction; (iv) any statements or representations (whether verbal or written)
      made by either Party in the course of or in connection with those discussions;
      or (v) any written material generated by or on behalf of any Party and such
      contacts, other than such disclosure as may be required under applicable
      securities legislation or regulations, pursuant to any order of a Court or
      on a
“need to know” basis to each of the Parties’ respective professional advisors.
      Disclosure will be required to the other parties as set out in the agreements
      as
      set out in Schedule “A”.

    


    


    Article
      9

    PROPRIETARY
      INFORMATION

    


    9.1  Confidential
      Information.
      Each
      Party hereto acknowledges that any and all information which a Party may obtain
      from, or have disclosed to it, about the other Parties constitutes valuable
      trade secrets and proprietary confidential information of the other Parties
      (collectively, the “Confidential
      Information”).
      No
      such Confidential Information shall be published by any Party without the prior
      written consent of the other Parties hereto, however, such consent in respect
      of
      the reporting of factual data shall not be unreasonably withheld, and shall
      not
      be withheld in respect of information required to be publicly disclosed pursuant
      to applicable securities or corporation laws. Furthermore, each Party hereto
      undertakes not to disclose the Confidential Information to any third party
      without the prior written approval of the other Parties and to ensure that
      any
      third party to which the Confidential Information is disclosed shall execute
      an
      agreement and undertaking on the same terms as contained herein.

    


    9.2  Impact
      of Breach of Confidentiality.
      The
      Parties hereto acknowledge that the Confidential Information is important to
      the
      respective businesses of each of the Parties and that, in the event of
      disclosure of the Confidential Information, except as authorized hereunder,
      the
      damage to each of the Parties hereto, or to either of them, may be irreparable.
      For the purposes of the foregoing sections the Parties recognize and hereby
      agree that a breach by any of the Parties of any of the covenants therein
      contained would result in irreparable harm and significant damage to each of
      the
      other Parties that would not be adequately compensated for by monetary award.
      Accordingly, the Parties agree that in the event of any such breach, in addition
      to being entitled as a matter of right to apply to a Court of competent
      equitable jurisdiction for relief by way of restraining order, injunction,
      decree or otherwise as may be appropriate to ensure compliance with the
      provisions hereof, any such Party will also be liable to the other Parties,
      as
      liquidated damages, for an amount equal to the amount received and earned by
      such Party as a result of and with respect to any such breach. The Parties
      also
      acknowledge and agree that if any of the aforesaid restrictions, activities,
      obligations or periods are considered by a Court of competent jurisdiction
      as
      being unreasonable, the Parties agree that said Court shall have authority
      to
      limit such restrictions, activities or periods as the court deems proper in
      the
      circumstances. In addition, the Parties further acknowledge and agree that
      all
      restrictions or obligations in this Agreement are necessary and fundamental
      to
      the protection of the respective businesses of each of the Parties and are
      reasonable and valid, and all defenses to the strict enforcement thereof by
      either of the Parties are hereby waived by the other Parties.

    


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Article
      10

    CLOSING
      AND TRANSFER OF INTEREST

    


    10.1  Closing. Closing
      shall be on or before Tuesday, May 17, 2006. Closing documentation shall be
      those documents as set forth in Article 7.

    


    10.2  Assumption
      of Obligations.
      Any
      transfer of all or any part of the Transferor’s licence shall be accompanied by
      the written agreement of any such transferee to assume the obligations of the
      Transferor under the licence and to be bound by the terms and conditions
      thereof.

    


    


    Article
      11

    FORCE
      MAJEURE

    


    11.1  Events.
      If any
      Party hereto is at any time prevented or delayed in complying with any
      provisions of this Agreement by reason of strikes, walk-outs, labour shortages,
      power shortages, fires, wars, acts of God, earthquakes, storms, floods,
      explosions, accidents, protests or demonstrations by environmental lobbyists
      or
      native rights groups, delays in transportation, breakdown of machinery,
      inability to obtain necessary materials in the open market, unavailability
      of
      equipment, governmental regulations restricting normal operations, shipping
      delays or any other reason or reasons beyond the control of that Party, then
      the
      time limited for the performance by that Party of its respective obligations
      hereunder shall be extended by a period of time equal in length to the period
      of
      each such prevention or delay.

    


    11.2  Notice.
      A Party
      shall, within seven calendar days, give notice to the other Party of each event
      of force
      majeure
      under
      section “14.1” hereinabove, and upon cessation of such event shall furnish the
      other Party with notice of that event together with particulars of the number
      of
      days by which the obligations of that Party hereunder have been extended by
      virtue of such event of force
      majeure
      and all
      preceding events of force
      majeure.

    


    


    Article
      12

    DEFAULT
      AND TERMINATION

    


    12.1  Default.
      The
      Parties hereto agree that if any Party hereto is in default with respect to
      any
      of the provisions of this Agreement (herein called the “Defaulting
      Party”),
      the
      non-defaulting Party (herein called the “Non-Defaulting
      Party”)
      shall
      give notice to the Defaulting Party designating such default, and within 10
      calendar days after its receipt of such notice, the Defaulting Party shall
      cure
      such default, or commence proceedings to cure such default and prosecute the
      same to completion without undue delay.

    


    


    


    


    Article
      13

    INDEMNIFICATION
      AND LEGAL PROCEEDINGS

    


    13.1  Indemnification.
      The
      Parties hereto agree to indemnify and save harmless the other Party hereto,
      including its respective affiliates and their respective directors, officers,
      employees and agents (each such party being an “Indemnified
      Party”)
      from
      and against any and all losses, claims, actions, suits, proceedings, damages,
      liabilities or expenses of whatever nature or kind, including any investigation
      expenses incurred by any Indemnified Party, to which an Indemnified Party may
      become subject by reason of an act or inaction of the other Party.

    


    13.2  Claim
      of Indemnification.
      The
      Parties hereto agree to waive any right they might have of first requiring
      the
      Indemnified Party to proceed against or enforce any other right, power, remedy,
      security or claim payment from any other person before claiming this
      indemnity.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    13.3  Notice
      of Claim.
      In case
      any action is brought against an Indemnified Party in respect of which indemnity
      may be sought against any of the Parties hereto, the Indemnified Party will
      give
      the relevant Party hereto prompt written notice of any such action of which
      the
      Indemnified Party has knowledge and such Party will undertake the investigation
      and defense thereof on behalf of the Indemnified Party, including the prompt
      retaining of counsel acceptable to the Indemnified Party affected and the
      payment of all expenses. Failure by the Indemnified Party to so notify shall
      not
      relieve any Party hereto of such Party’s obligation of indemnification hereunder
      unless (and only to the extent that) such failure results in a forfeiture by
      any
      Party hereto of substantive rights or defenses.

    


    13.4  Settlement.
      No
      admission of liability and no settlement of any action shall be made without
      the
      consent of the Indemnified Party affected, such consent not to be unreasonably
      withheld.

    


    13.5  Legal
      Proceedings.
      Notwithstanding that the relevant Party hereto will undertake the investigation
      and defense of any action, an Indemnified Party will have the right to employ
      separate counsel in any such action and participate in the defense thereof,
      but
      the fees and expenses of such counsel will be at the expense of the Indemnified
      Party unless:

    


    
      	 	
              (a)

            	
              such
                counsel has been authorized by the relevant Party
                hereto;

            


    

    


    
      	 	
              (b)

            	
              the
                relevant Party hereto has not assumed the defense of the action within
                a
                reasonable period of time after receiving notice of the
                action;

            


    

    


    
      	 	
              (c)

            	
              the
                named parties to any such action include that any Party hereto and
                the
                Indemnified Party shall have been advised by counsel that there may
                be a
                conflict of interest between any Party hereto and the Indemnified
                Party;
                or

            


    

    


    
      	 	
              (d)

            	
              there
                are one or more legal defenses available to the Indemnified Party
                which
                are different from or in addition to those available to any Party
                hereto.

            


    

    


    

      Article
        14
NOTICE

    


    14.1  Notice.
      Each
      notice, demand or other communication required or permitted to be given under
      this Agreement shall be in writing and shall be sent by prepaid registered
      mail
      addressed to the Party entitled to receive the same, or delivered to such Party,
      at the address for such Party specified above. The date of receipt of such
      notice, demand or other communication shall be the date of delivery thereof
      if
      delivered, or, if given by registered mail as aforesaid, shall be deemed
      conclusively to be the third calendar day after the same shall have been so
      mailed, except in the case of interruption of postal services for any reason
      whatsoever, in which case the date of receipt shall be the date on which the
      notice, demand or other communication is actually received by the
      addressee.

    


    14.2  Change
      of Address.
      Either
      Party may at any time and from time to time notify the other Party in writing
      of
      a change of address and the new address to which notice shall be given to it
      thereafter until further change.

    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Article
      15

    GENERAL
      PROVISIONS

    


    15.1  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement to date between the Parties hereto
      and supersedes every previous agreement, communication, expectation,
      negotiation, representation or understanding, whether oral or written, express
      or implied, statutory or otherwise, between the Parties hereto with respect
      to
      the subject matter of this Agreement.

    


    15.2  Enurement.
      This
      Agreement will enure to the benefit of and will be binding upon the Parties
      hereto, their respective heirs, executors, administrators and
      assigns.

    


    15.3  Schedules.
      The
      Schedules to this Agreement are hereby incorporated by reference into this
      Agreement in its entirety.

    


    15.4  Time
      of the Essence.
      Time
      will be of the essence of this Agreement.

    


    


    15.6  Applicable
      Law.
      The
      situs of this Agreement is Vancouver, British Columbia, and for all purposes
      this Agreement will be governed exclusively by and construed and enforced in
      accordance with the laws and Courts prevailing in the Province of British
      Columbia.

    


    15.7  Further
      Assurances.
      The
      Parties hereto hereby, jointly and severally, covenant and agree to forthwith,
      upon request, execute and deliver, or cause to be executed and delivered, such
      further and other deeds, documents, assurances and instructions as may be
      required by the Parties hereto or their respective counsel in order to carry
      out
      the true nature and intent of this Agreement.

    


    15.8  Currency.
      Unless
      otherwise stipulated, all payments required to be made pursuant to the
      provisions of this Agreement and all money amount references contained herein
      are in lawful currency of the U.S.A.

    


    15.9  Severability
      and Construction.
      Each
      Article, section, paragraph, term and provision of this Agreement, and any
      portion thereof, shall be considered severable, and if, for any reason, any
      portion of this Agreement is determined to be invalid, contrary to or in
      conflict with any applicable present or future law, rule or regulation in a
      final unappealable ruling issued by any court, agency or tribunal with valid
      jurisdiction in a proceeding to any of the Parties hereto is a party, that
      ruling shall not impair the operation of, or have any other effect upon, such
      other portions of this Agreement as may remain otherwise intelligible (all
      of
      which shall remain binding on the Parties and continue to be given full force
      and agreement as of the date upon which the ruling becomes final).

    


    15.10  Captions.
      The
      captions, section numbers and Article numbers appearing in this Agreement are
      inserted for convenience of reference only and shall in no way define, limit,
      construe or describe the scope or intent of this Agreement nor in any way affect
      this Agreement.

    


    15.11  Counterparts.
      This
      Agreement may be signed by the Parties hereto in as many counterparts as may
      be
      necessary and, if required, by facsimile, each of which so signed being deemed
      to be an original, and such counterparts together shall constitute one and
      the
      same instrument and notwithstanding the date of execution will be deemed to
      bear
      the Execution Date as set forth on the front page of this Agreement.


    


    15.12  Consents
      and Waivers.
      No
      consent or waiver expressed or implied by either Party hereto in respect of
      any
      breach or default by any other Party in the performance by such other of its
      obligations hereunder shall:

    


    
      	 	
              (a)

            	
              be
                valid unless it is in writing and stated to be a consent or waiver
                pursuant to this section;

            


    

    


    
      	 	
              (b)

            	
              be
                relied upon as a consent to or waiver of any other breach or default
                of
                the same or any other obligation;

            


    

    


    
      	 	
              (c)

            	
              constitute
                a general waiver under this Agreement;
                or

            


    

    


    
      	 	
              (d)

            	
              eliminate
                or modify the need for a specific consent or waiver pursuant to this
                section in any other or subsequent
                instance.

            


    

    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

        IN
      WITNESS
      WHEREOF
      each of
      the Parties hereto has set their respective hands and seals in the presence
      of
      their duly authorized signatories as of the Execution Date determined
      hereinabove.

     

     

     

    
      	The COMMON SEAL of     	
              ) 

            	 
	BOOMERS’ CULTURAL DEVELOPMENT
              INC.	
              )  

            	 
	the Transferor herein, 	
              ) 

            	 
	was hereunto affixed in the presence
              of: 	
              ) 

            	
              (C/S) 

            
	 	
              ) 

            	 
	 	
              ) 

            	 
	_________________________________________________ 	
              ) 

            	 
	Authorized Signatory      	
              ) 

            	 


    

    


     

     
      
       

      
        	The COMMON SEAL of     	
                ) 

              	 
	KOKO PETROLEUM
                INC.	
                )  

              	 
	the Transferor herein, 	
                ) 

              	 
	was hereunto affixed in the presence
                of: 	
                ) 

              	
                (C/S) 

              
	 	
                ) 

              	 
	 	
                ) 

              	 
	_________________________________________________ 	
                ) 

              	 
	Authorized Signatory      	
                ) 

              	 


      

      

 

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    


    


    SCHEDULE
      “A”

    


    


    THIS
      IS SCHEDULE “A”
      to the
      Asset Purchase Agreement dated the ___ day of _____________, 2006.

    


     

    


    The
      Assets

    


    
      	
              1.

            	
              Plan
                of Redevelopment Agreement between Texas M.O.R., Inc., JMT Resources,
                Ltd.
                and KOKO Petroleum, Inc. dated October 20,
                2005;

            


    

    


    
      	
              2.

            	
              Letter
                of Intent Agreement between Texas M.O.R., Inc., JMT Resources, Ltd.,
                KOKO
                Petroleum, Inc. and Nitro Petroleum, Inc. dated March 01,
                2006;

            


    

    


    
      	
              3.

            	
              Letter
                Agreement between First Canadian American Financial Services, Inc.
                and
                Armen Energy, LLC dated February 02, 2004;
                and

            


    

    


    
      	4.	
            	
              Letter
                Agreement between KOKO Petroleum, Inc. and REO Energy, Ltd. dated
                September 20, 2005.

            


    

    
 

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    SCHEDULE
      “B”

    


    LETTER
      OF INTENT

     

     

     

     

     

    
      
        
        

      

      
        16