EXHIBIT
10.1

    PURCHASE
AGREEMENT

    


    THIS
PURCHASE AGREEMENT (this "Agreement"), dated as of July 25, 2009, is by and
among ENERCOR, INC., a Nevada corporation (the "Company"), and COBRA OIL &
GAS, INC., a Nevada corporation (the "Buyer") (collectively the
“Parties”).

    


    WITNESSETH

    


    WHEREAS,
the Parties desire that, upon the terms and subject to the conditions contained
herein, the Company shall sell to the Buyer, as provided herein, and the Buyer
shall purchase from the Company, a forty  percent (40%) working
interest in that certain contract of Enercor, Inc., a Utah corporation dated
October 21, 1983, attached hereto as Exhibit A, and any interest the Company may
have or acquire in the underlying leases that are a subject of the Enercor
Contract (the "Contract Interests");

    


    NOW,
THEREFORE, in consideration of the mutual covenants and other agreements
contained in this Agreement the Company and the Buyer hereby agree as
follows:


    


    
      	
               
      

            	
              1.

            	
              PURCHASE,
      SALE AND ASSIGNMENT OF CONTRACT
  INTERESTS.

            


    

    


    (a)           Purchase
of Contract Interests.  Subject to the satisfaction (or waiver) of the
terms and conditions of this Agreement, the Buyer agrees to purchase at each
Closing and the Company agrees to sell and assign to the Buyer at each Closing,
portions of the Contract Interests in amounts as set out in Exhibit B
hereto.

    


    (b)           Closing
Dates.  The Initial Closing Date of the purchase and sale of the
Contract Interests shall take place on or before ten (10) business days
following the date hereof, subject to notification of satisfaction of the
conditions to the Closing set forth herein and in Sections 4 and 5 below (or
such later date as is mutually agreed to by the Company and the Buyer (the
"Initial Closing Date"). The Initial Closing shall occur on the Initial Closing
Date at the offices of the Company (or such other place as is mutually agreed to
by the Company and the Buyers).  Subsequent closings shall occur on
the Closing Dates as set out in Exhibit B.  Buyer shall deliver the
amount of stock and/or cash funds provided in such Exhibit B on the dates
specified and the Company shall convey to the Buyer the portion of the Contract
Interest provided for at such dates as indicated on Exhibit B.  A
portion of the payments are obligated under this Agreement and a portion shall
be payable at the option of the Buyer.  Further, a portion of the
Purchase Price shall be paid in cash and a portion shall be paid in the Common
Stock of Buyer.  The number of shares of Buyer’s Common Stock to be
given hereby shall be determined by dividing the (1) dollar value of the shares
to be given by (2) the average of the closing prices of Buyer’s Common Stock on
each of the five (5) trading days preceding such Closing Date multiplied by
75%.   In the event that the Buyer should fail to deliver any of
the Common Stock or funds provided for on any date specified, the Company shall
have the right, but not the obligation, to cancel this Agreement as to its
obligation to assign any further Contract Interests and the Buyer shall then
have the right to retain any Contract Interests paid for and assigned to it
prior to the default date.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (c)           Reporting
Requirements.  The Company will provide Buyer with monthly reports of
its activities as appropriate, including financial, legal and other events that
affect the Contract or the underlying leases.

    


    (d)           Use
of Proceeds.  The Company commits to use all of the cash provided by
Buyer under this Agreement to the advancement of the value of purposes of the
Contract and associated leases and Combined Hydrocarbon Lease Applications
associated therewith.

    


    
      	
               
      

            	
              2.

            	
              BUYER'S
      REPRESENTATIONS AND
WARRANTIES.

            


    

    


    Buyer
represents and warrants that:

    


    (a)           Investment
Purpose.  Buyer is acquiring the Contract Interests for its own
account for investment only and not with a view towards, or for resale in
connection with, the redistribution thereof.

    


    (b)           Information.  Buyer
has been furnished with all materials relating to the business, finances and
operations of the Company and information it deemed material to making an
informed investment decision regarding his purchase of the Contract Interests,
which have been requested by such Buyer.

    


    Buyer has
been afforded the opportunity to ask questions of the Company and its
management.  Neither such inquiries nor any other due diligence
investigations conducted by Buyer shall modify, amend or affect such Buyer's
right to rely on the Company's representations and warranties contained in
Section 3 below.  Buyer understands that its investment in the
Contract Interests involves a high degree of risk.  Buyer is in a
position regarding the Contract Interests, which, based upon employment, family
relationship or economic bargaining power, enabled and enables the Buyer to
obtain information from the Company in order to evaluate the merits and risks of
this investment.  The Buyer has sought such accounting, legal and tax
advice, as it has considered necessary to make an informed investment decision
with respect to its acquisition of the Contract Interests.

    


    (c)           Authorization,
Enforcement.  This Agreement has been duly and validly authorized,
executed and delivered on behalf of the Buyer and is a valid and binding
agreement of the Buyer enforceable in accordance with its terms, except as such
enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other
similar laws relating to, or affecting generally, the enforcement of applicable
creditors' rights and remedies.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (d)           Receipt
of Documents.  Buyer has received and read in their
entirety:  (i) this Agreement and each representation, warranty and
covenant set forth herein, (ii) all due diligence and other information
necessary to verify the accuracy and completeness of such representations,
warranties and covenants; and (iii) answers to all questions the Buyer submitted
to the Company regarding an investment in the Contract Interests; and the Buyer
has relied on the information contained therein and has not been furnished any
other documents, literature, memorandum or prospectus.

     

    (e)           No
Legal Advice From the Company.   Buyer acknowledges that it had
the opportunity to review this Agreement and the transactions contemplated by
this Agreement.  Buyer is not relying on any statements or
representations of the Company or any of its representatives or agents for
legal, tax or investment advice with respect to this investment, the
transactions contemplated by this Agreement or the securities laws of any
jurisdiction.


    


    
      	
               
      

            	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE
COMPANY.

            


    

    


    The
Company represents and warrants to the Buyer that:

    


    (a)           Organization
and Qualification.  The Company is a corporation duly organized and
validly existing in good standing under the laws of the jurisdiction in which it
is incorporated, and has the requisite corporate power to own its properties and
to carry on its business as now being conducted.  The Company is duly
qualified as a foreign corporation to do business and is in good standing in
every jurisdiction in which the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on the
Company.

    


    (b)           Authorization,
Enforcement, Compliance with Other Instruments.  (i) The Company has
the requisite corporate power and authority to enter into and perform this
Agreement and any related agreements(the "Transaction Documents") and to sell
the Contract Interests in accordance with the terms hereof and thereof, (ii) the
consummation by it of the transactions contemplated hereby and thereby, have
been duly authorized by the Company's Board of Directors and subject to the
consent of a majority of the shareholders and notice to the non-consenting
shareholders no further consent or authorization is required by the Company or
its Board of Directors, (iii) this Agreement constitutes the valid and binding
obligations of the Company enforceable against the Company in accordance with
its terms, except as such enforceability may be limited by general principles of
equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies.  The authorized officer of the
Company executing this Agreement knows of no reason why the Company cannot
perform any of the Company's other obligations under this
Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (c)           No
Conflicts.  The execution, delivery and performance of the Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby will not (i) conflict with or constitute a default (or an
event which with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company is
a party, or result in a violation of any law, rule, regulation, order, judgment
or decree

    (including
federal and state securities laws and regulations) applicable to the Company or
by which any property or asset of the Company is bound or
affected.  The Company is not in violation of any term of or in
default under any material contract, agreement, mortgage, indebtedness,
indenture, instrument, judgment, decree or order or any statute, rule or
regulation applicable to the Company.  The business of the Company is
not being conducted, and shall not be conducted in violation of any material
law, ordinance, or regulation of any governmental entity.


    


    
      	
               
      

            	
              4.

            	
              CONDITIONS
      TO THE COMPANY'S OBLIGATION TO
SELL.

            


    

    


    The
obligation of the Company hereunder to sell the Contract Interests to the Buyer
at the Closings is subject to the satisfaction, at or before the Initial Closing
Date, of each of the following conditions, provided that these conditions are
for the Company's sole benefit and may be waived by the Company at any time in
its sole discretion:

    


    (b)           The
Buyer shall have delivered to the Company the Funds and the Common Stock in
amounts as set forth on Exhibit B attached hereto.

    


    (c)           The
representations and warranties of the Buyer shall be true and correct in all
material respects as of the date when made and as of the Closing Dates as though
made at that time (except for representations and warranties that speak as of a
specific date), and the Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by
this Agreement to be performed, satisfied or complied with by the Buyer at or
prior to the Closing Dates.


    


    5.           CONDITIONS
TO THE BUYER'S OBLIGATION TO PURCHASE.

    


    (a)           The
obligation of the Buyer hereunder to purchase the Contract Interests is subject
to the satisfaction, at or before the Initial Closing Date, of each of the
following conditions:

    


    (i)           The
Company shall have executed this Agreement and delivered the same to the
Buyer.

    


    (ii)           The
representations and warranties of the Company shall be true and correct in all
material respects (except to the extent that any of such representations and
warranties is already qualified as to materiality in Section 3 above, in which
case, such representations and warranties shall be true and correct without
further qualification) as of the date when made and as of the Initial Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the  Initial Closing Date.  If
requested by the Buyer, the Buyer shall have received a certificate, executed by
the President of the Company, dated as of the Initial Closing Date, to the
foregoing effect and as to such other matters as may be reasonably requested by
the Buyer including, without limitation an update as of the Closing Date
regarding the representation contained in Section 3(c) above.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	
               
      

            	
              6.

            	
              GOVERNING
      LAW: MISCELLANEOUS.

            


    

    


    (a)           Governing
Law.  This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California without regard to the
principles of conflict of laws.  The parties further agree that any
action between them shall be heard in Los Angeles County, California, and
expressly consent to the jurisdiction and venue of the Superior Court of Los
Angeles County, sitting in Los Angeles County and the United States District
Court for the District of California sitting in Los Angeles, California for the
adjudication of any civil action asserted pursuant to this
paragraph.

    


    (b)           Counterparts.  This
Agreement may be executed in two or more identical counterparts, all of which
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.

    


    (c)           Headings.  The
headings of this Agreement are for convenience or

    reference
and shall not form part of, or affect the interpretation of, this
Agreement.

    


    (d)           Severability.  If
any provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

    


    (e)           Entire
Agreement, Amendments.  This Agreement supersedes all other prior oral
or written agreements between the Buyer, the Company, their affiliates and
persons acting on their behalf with respect to the matters discussed herein, and
this Agreement and the instruments referenced herein contain the entire
understanding of the parties with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor any Buyer makes any representation, warranty, covenant or
undertaking with respect to such matters.  No provision of this
Agreement may be waived or amended other than by an instrument in writing signed
by the party to be charged with enforcement.

    


    (f)           Notices.  Any
notices, consents, waivers, or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered (i) upon receipt, when delivered personally; (ii) upon
confirmation of receipt, when sent by facsimile; (iii) three (3) days after
being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same.  The
addresses and facsimile numbers for such communications shall be:

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              If to the
Company, to:         Enercor,
Inc.

                                                          
1901 Avenue of the Stars, Ste. 200

                                                           Los
Angeles, CA  90067 

              


              If to the
Buyer,
to:              
Cobra Oil & Gas, Inc.

                                                          
Uptown Center

                                                           2100
West Loop South, Ste. 900

                                                          
Houston, TX  77027

            

          

        

      

    

    


    (g)           Successors
and Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns. Neither the
Company nor the Buyer shall assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party
hereto.

    


    (h)           No
Third Party Beneficiaries.  This Agreement is intended for the benefit
of the parties hereto and their respective permitted successors and assigns, and
is not for the benefit of, nor may any provision hereof be enforced by, any
other person.

    


    (i)           Survival.  Unless
this Agreement is terminated under Section 7(l), the representations and
warranties of the Company and the Buyer contained in Sections 2 and 3, shall
survive the Closing for a period of two (2) years.  The Buyer shall be
responsible only for its own representations, warranties, agreements and
covenants hereunder.

    


    (j)           Further
Assurances.  Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

    


    (k)           Termination.  In
the event that the Initial Closing shall not have occurred with respect to the
Buyer on or before the Initial Closing Date due to the Company's or the Buyer's
failure to satisfy the conditions set forth in Sections 4 and 5 above (and the
non-breaching party's failure to waive such unsatisfied condition(s)), the
non-breaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date without
liability of any party to any other party.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (l)           No
Strict Construction.  The language used in this Agreement will be
deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any
party.

    


    IN
WITNESS WHEREOF, the Buyer and the Company have caused this Agreement to be duly
executed as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                COMPANY:

                              
	 
      	 
      	 
      
	 
      	
                                ENERCOR,
      INC.

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                        
      /s/ Steven M. Powers

                              
	 
      	Name:
      Steven
      M. Powers
	 
      	Title:
      CEO
	 
      	 
      	 
      
	 
      	
                                BUYER:

                              
	 
      	 
      	 
      
	 
      	
                                COBRA
      OIL & GAS, INC.

                              
	 
      	 
      	 
      
	 
      	
                                By:

                              	
                                        
      /s/ Max Pozzoni

                              
	 
      	
                                Name:  Max
      Pozzoni

                              
	 
      	
                                Title:  President

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    EXHIBIT  B

    


    SCHEDULE
OF CLOSINGS (FUNDINGS)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  CLOSING
      DATES

                                                                	 	
                                                                  AMOUNTS OF FUNDINGS

                                                                	 	 	
                                                                  % OF CONTRACT INTEREST CONVEYED

                                                                	 
	 	 	 	 	 	 	 
	
                                                                  PAYMENTS
      OBLIGATED UNDER AGREEMENT

                                                                	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                                                                  PAYMENT
      IN BUYER’S COMMON STOCK:

                                                                	 	 	 	 	 	 
	      
                                                                  Initial
      Closing Date 

                                                                	 	$	4,000,000	 	 	 	      
                                                                  30.0

                                                                	%
	 	 	 	 	 	 	 	 	 
	
                                                                        
                                                                    PAYMENT
      IN CASH:

                                                                  

                                                                	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	      
                                                                  Initial
      Closing Date

                                                                	 	$ 	      
                                                                  100,000

                                                                	 	 	 	      
                                                                  1.0

                                                                	%
	 	 	 	 	 	 	 	 	 
	
                                                                  30
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	 
      	 	 	 	 	 	 	 	 
	
                                                                  60
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	 
      	 	 	 	 	 	 	 	 
	
                                                                  90
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	 
      	 	 	 	 	 	 	 	 
	
                                                                  120
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	 	 	 	 	 	 	 	 	 
	
                                                                  CASH
      PAYMENTS AT OPTION OF BUYER:

                                                                	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                                                                  150
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	 
      	 	 	 	 	 	 	 	 
	
                                                                  180
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	 
      	 	 	 	 	 	 	 	 
	
                                                                  210
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	 
      	 	 	 	 	 	 	 	 
	
                                                                  240
      Days after Initial Closing

                                                                	 	$	100,000
      	 	 	 	1.0	%
	 	 	 	 	 	 	 	 	 
	
                                                                  270
      Days after Initial Closing

                                                                	 	$	100,000	 	 	 	1.0	%
	  
      	 	
                                                                   

                                                                	 	 	
                                                                   

                                                                	 
	
                                                                  Totals

                                                                	 	$	5,000,000	 	 	 	40.0	%