exhibit105.htm


    Exhibit
10.5

    PROMISSORY
NOTE

    


    $4,321,200.00                                                                                                   February
27, 2009

    


    FOR VALUE RECEIVED, ECCO Energy Corp.
(the "Borrower"),
HEREBY PROMISE TO PAY to the order of Samurai Corp. (the “Lender”),
the principal balance of FOUR MILLION THREE HUNDRED TWENTY ONE THOUSAND TWO
HUNDRED DOLLARS and NO CENTS ($4,321,200.00), together with unpaid interest, in
the manner provided below.  Interest shall be calculated on the basis
of a year of 365 or 366 days, as applicable, and charged for the actual number
of days elapsed.

    


    1.           Lump Sum
Payment.  The principal of this Note, together with accrued and
unpaid interest, shall be due and payable in one lump sum payment due on January
1, 2015.

    


    2.           Interest.   Borrower
will pay interest on the outstanding balance of this Note at an annual rate of
six percent (6%) to be paid monthly in the amount of $ 21,605 on the first day
of each month.

    


    3.           Default.  The
occurrence of any of the following events shall constitute default under this
Note, and the Lender, at his option, exercise any or all rights, powers and
remedies afforded under the Note and by law, including the right to declare the
unpaid balance of principal and accrued interest on this Note at once mature and
payable:

    


    
      	
               
      

            	
              (a)

            	
              any
      part of the Note is not paid when due, whether by lapse of time or
      acceleration or otherwise.

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      action, suit or proceeding shall be commenced against or affecting
      Borrower, at law or in equity, or before any governmental authority, which
      in Lender's judgment, impairs or would impair Lender's ability to collect
      the Note when due or the enforceability of this
  Note.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Borrower
      shall be in default under or in violation of any law, statute, ordinance,
      decree, requirement, order, judgment, rule or regulation (or
      interpretation of any of them) of the United States of America, any State
      of the United States of America or any political subdivision of any of
      them, or of any agency, department, commission, board, bureau or court or
      other tribunal having jurisdiction over any such party or any such party's
      property.

            


    

    


    4           
No
Delay.  No delay or omission of Lender or any other holder
hereof to exercise any power, right or remedy accruing to Lender or any other
holder hereof shall impair any such power, right or remedy or shall be construed
to be a waiver of the right to exercise any such power, right or
remedy.  Lender's right to accelerate this Note for any late payment
or Borrower’s failure to timely fulfill its other obligations hereunder shall
not be waived or deemed waived by Lender by Lender's having accepted a late
payment or late payments in the past or Lender otherwise not accelerating this
note or exercising other remedies for Borrower's failure to timely perform its
obligations hereunder.  Lender shall not be obligated or be deemed
obligated to notify Borrower that it is requiring Borrower to strictly comply
with the terms and provisions of this note before accelerating this note and
exercising its other remedies hereunder because of Borrower's failure to timely
perform its obligations under this Note.

    


    5.           Expenses of
Collection.  The Borrower  agrees, subject only to
any limitation imposed by applicable law, to pay all expenses, including
reasonable attorneys' fees and reasonable legal expenses, incurred by the holder
of this Note in endeavoring to collect any amounts payable hereunder which are
not paid when due.

    


    6.           Waiver.  The
undersigned Borrower, and any endorser or guarantors hereof, waive diligence,
presentment, protest and demand, and also notice of intent to accelerate and of
acceleration, notice of default, notice of protest, demand, dishonor or
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time, one or more times, for like or
different periods of time, all without in any way affecting the liability of the
undersigned and of any endorser or guarantor hereof.

    


    7.           Invalidity.  If
any provision of this Note is held to be illegal, invalid or unenforceable under
present or future laws, the legality, validity and enforceability of the
remaining provisions of this Note shall not be affected thereby, and this Note
shall be liberally construed so as to carry out the intent of the parties to
it.  Each waiver in this Note is subject to the overriding and
controlling rule that it shall be effective only if and to the extent that (a)
it is not prohibited by applicable law and (b) applicable law neither provides
for nor allows any material sanctions to be imposed against Lender for having
bargained for and obtained it.

    


    8.           Notices.  Any
notice, request or other communication required or permitted to be given
hereunder shall be given in writing by delivering it against receipt for it, by
depositing it with an overnight delivery service or by depositing it in a
receptacle maintained by the United States Postal Service, postage prepaid,
registered or certified mail, return receipt requested, addressed to the
respective parties as follows (and if so given, shall be deemed given when
mailed):

    


    If to
Borrower:     ECCO Energy Corp.

    3315 Marquart St, Suite
206

    Houston, Texas 77027

    


    If to
Lender:        Samurai
Corp.

    P. O.
Box  421917

    Houston, Texas 77242

    


    Borrower's
address for notice may be changed at any time and from time to time, but only
after thirty (30) days advance written notice to Lender and shall be the most
recent such address furnished in writing by Borrower to
Lender.  Lender's address for notice may be changed at any time and
from time to time, but only after ten (10) days advance written notice to
Borrower and shall be the most recent such address furnished in writing by
Lender to Borrower.  Actual notice, however and from whomever given or
received, shall always be effective when received.

    


    9.           Business
Loan.  Borrower warrants and represents to Lender and all other
holders of this Note that all loans evidenced by this Note are and will be for
business, commercial, investment or other similar purpose and not primarily for
personal, family, household or agricultural use.

    


    10.           Authority.  Borrower
represents and warrants that the execution and delivery of this Note by the
Borrower has been duly authorized and is a valid and binding obligation of the
Borrower.

    


    THIS NOTE IS MADE UNDER AND GOVERNED BY
THE LAWS OF THE STATE OF TEXAS.

    


    Borrower

    


    ECCO
Energy Corp.

    


    /s/Samuel
Skipper

    Samuel M.
Skipper

    President