exhibit106.htm


    
      Exhibit
10.6

      COGNOVIT
PROMISSORY NOTE

      


      $1,000,000.00                                                                                                                                          October
15, 2008

      


      FOR VALUE
RECEIVED, ECCO Energy Corp. (“Maker”), a Nevada corporation
having its principal place of business at 3315 Marquart St, Ste.
206,  Houston, TX  77027, promises to pay to the
order of M-J Oil Company, Inc. (“Payee”), an Ohio corporation,
having its principal place of business at 3382 Baird Ave., Paris
OH  44669, the principal sum of One Million Dollars U.S.
($1,000,000.00) (the “Indebtedness”), together with
interest as provided in Section 3 of this
Note.

      


      Section
1.  The
Indebtedness.  Principal, interest and other sums payable in
accordance with this Note shall be payable in lawful money of the United States
of America at the address for Payee set forth above, or at such other address of
which Payee may from time to time give written notice to Maker.

      


      Section 2. Repayment. The entire
unpaid balance of principal and accrued interest shall paid in full on or before
September 30, 2009.

      


      Section 3. Interest.  The
Indebtedness shall bear interest during the period from the date hereof until
and including the date the Indebtedness is repaid in full at a rate of Eight
Percent (8%) per annum, computed on the basis of a 365 day year for the actual
number of days the unpaid principal amount hereof is outstanding.

      


      Section 4. Events of
Default.  At the option of Payee, the entire unpaid principal
balance of this Note, together with all accrued interest and other sums payable
in accordance with this Note, shall become immediately due and payable, without
notice or demand (which Maker hereby expressly waives), upon the occurrence of
any of the following events (“Events of Default”), whether
or not within the control of Maker:  (a) Maker fails to pay in full
the principal, interest, or any other sum payable in accordance with this Note
when due; (b) an Event of Default, as defined under the Mortgage shall occur;
(c) Maker becomes insolvent or a receiver or custodian, as that term is defined
under The Bankruptcy Code of 1978, as amended, Title 11, U.S.C. (the “Bankruptcy Code”), of any of
Maker’s property is appointed or exists; (d) Maker makes any assignment for the
benefit of creditors or any petition initiating any case is filed by or against
Maker under any applicable chapter of the Bankruptcy Code; (e) the Maker
dissolves or liquidates, or suspends or terminates business activities; (f) any
event has occurred or condition exists that, in the sole opinion of Payee, has a
material adverse affect on Maker’s ability to make the payment when due under
this Note; (g) any event has occurred or condition exists that, in the sole
opinion of Payee, represents a material adverse change in Maker’s financial
affairs or condition; (h)  any event has occurred or condition exists
that, in the sole opinion of Payee, results in a material decrease in the value
of all collateral granted as security for the obligations of the Maker under
this Note, such that the value of the collateral, in the reasonable judgment of
the Payee, is less than the then outstanding balance on the Indebtedness; or (i)
the oil and gas wells purchased by Maker’s affiliate, Samurai Corp. from
Payee,  pursuant to that purchase agreement dated September 30, 2008
are not conveyed to Maker before December 31, 2008.   Except with
respect to an Event of Default arising solely pursuant to Section 4(f), 4(g) or
4(h), upon the occurance of an Event of Default the entire unpaid principal
balance of this Note, together with all accrued interest and other sums payable
in accordance with this Note, shall become immediately due and payable, without
notice being required to be sent to Maker, and Payee may take all actions and
remedies provided for herein.  With respect to an Event of Default
arising solely pursuant to Section 4(f), 4(g) or 4(h), Payee shall give Maker a
notice of such default, stating that the Maker is allowed twenty one (21) days
from the date of the notice to cure the Event of Default to Payee’s sole
satisfaction. If such an Event the Default solely under Section 4(f), Section
4(g) or Section 4(h) is not cured within the 21 day time period to Payee’s sole
satisfaction, then without further notice, the entire unpaid principal balance
of this Note, together with all accrued interest and other sums payable in
accordance with this Note, shall become immediately due and payable, and Payee
may take all other actions and remedies provided for herein.

      


      


      Subject to the last sentence of the
immediately preceding paragraph, upon the occurrence of an Event of Default the
Payee shall be entitled to all remedies as may be available at law or in
equity.  In the event the Payee shall institute, and prevail in, any
action for the enforcement or collection of the obligations evidenced hereby,
the Maker agrees to pay all costs and expenses of such action, including
reasonable attorneys' fees, to the extent permitted by law. Furthermore, Payee
may exercise from time to time any of the rights and remedies available to Payee
under the Mortgage.

      


      No delay or failure on the part of
Payee to exercise any of its rights hereunder shall be deemed a waiver of such
rights or of any other rights of Payee nor shall any delay, omission or waiver
on any one occasion be deemed a bar to or a waiver of such rights or any other
right on any future occasion.

      


      
        Section 5. Waivers.  Except
as expressly provided above with respect to an Event of Default occurring solely
pursuant to Sections 4(f), 4(g) or 4(h) as to which certain notices are
required, Maker and all other persons now or hereafter liable, primarily or
secondarily, for the payment of the indebtedness evidenced hereby or any part
thereof, waive presentment for payment, demand, notice of dishonor, protest and
notice of protest, diligence in bringing suit, and all notices of every kind and
assent to all extension(s) or postponement(s) of the time of payment or any
other indulgences by Payee to any substitutions, exchanges, or releases of any
security for this Note, and to additions or releases of any other parties or
persons primarily or secondarily liable hereon.

      

      


      Section 6. Transfer of
Note.  Upon any transfer of this Note by Payee or by any
subsequent transferee, the transferee shall thereupon become vested with all
rights, benefits and privileges of Payee under this Note and by law provided,
and the term “Payee” shall mean such subsequent transferee or
transferee(s).

      


      Section
7.  Mortgage.   The
indebtedness of this Note is secured by a mortgage and security interest
(collectively the “Mortgage”) of even date
herewith being granted by Maker on certain property, including a pipeline and
related assets, located in Jefferson and Harrison Counties, Ohio.

      


      Section
8.  Governing
Law.  This Note and all rights and obligations under this Note
shall be governed by and construed under the local laws of the State of
Ohio.  If any provision hereof is or becomes invalid or unenforceable
under any law of mandatory application, it is the intent of Maker, Payee, and
all parties primarily or secondarily liable hereunder, that such provision will
be deemed severed and omitted herefrom, the remaining portions hereof to remain
in full force and effect as written.

      


      Section
9.   Confession of
Judgment.  Maker authorizes any attorney at law to appear in
any court of record in the State of Ohio or any other state or territory of the
United States, after the indebtedness evidenced hereby, or any part thereof,
becomes due and waives the issuance and service of process and confess judgment
against the undersigned in favor of Payee for the amount then appearing due,
together with all costs of suit and, thereupon, to release all errors and waive
all rights of appeal and appearance and stays of execution.  The
foregoing warrant of attorney shall survive any judgment, and if any judgment be
vacated for any reason, Payee nevertheless may thereafter use the foregoing
warrant of attorney to obtain an additional judgment or judgments against the
undersigned.

      


      Maker expressly waives any claim or
defense of conflict of interest with respect to the attorney confessing
judgment, whether such conflict is direct or indirect and specifically
authorizes any attorney at law, including Payee’s attorney, regardless of
conflict of interest to confess judgment against Maker under the warrant of
attorney provision.  Maker further understands and agrees that the
attorney confessing judgment against Maker may be paid a legal fee by Payee or
other holder of this Note for confessing judgment against Maker pursuant to the
warrant of attorney, and does hereby expressly consent that the confessing
attorney may receive a legal fee from the Payee or other holder.

      


      WARNING -- BY SIGNING THIS
PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.  IF YOU DO NOT
PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU
REGARD­LESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.

      


      In Witness Whereof, the undersigned has
executed this Note on the day and year first above written at Columbus,
Ohio.

      


      ECCO
Energy Corp.,

      a Nevada
corporation

      


      By:           /s/  Sam
Skipper

      Print
Name: Sam
Skipper

      Title:   
President