ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

                This Asset Purchase Agreement (this “Agreement”) dated as of January 2, 2007 is among Energy King, Inc., a California corporation (the "Buyer"), Barnett Plumbing, Inc., a California corporation also doing business as Barnett Heating and Air (the "Seller"), and Robert E. Barnett and Sherry E. Barnett (collectively, the "Stockholders"; the Seller and the Stockholders are sometimes collectively referred to as the “Seller Parties”).

RECITALS:

                WHEREAS, the Seller is engaged in the business of providing plumbing, heating, ventilating, air conditioning and indoor air quality services and goods and other related services and goods (the "Business"); and

                WHEREAS, the Buyer desires to purchase from the Seller, and the Seller Parties desire to have the Seller sell to the Buyer, substantially all of the assets of the Seller, including those used in connection with the Business, on the terms and subject to the conditions set forth in this Agreement;

                NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Section 1.              Sale of Assets and Assumption of Liabilities.

                1.1.         Purchase and Sale of Assets .  Subject to the conditions set forth below, at the Closing (as defined in Section 2.3 ), the Seller will sell and deliver to the Buyer, and the Buyer will purchase from the Seller, all of the Seller's right, title and interest in and to the Purchased Assets.  As used in this Agreement, the term “Purchased Assets” shall mean all of the assets, properties, rights and interests of the Seller of whatever kind or nature, real or personal, tangible or intangible and wherever located, as such assets may exist at the time of the Closing (other than the Excluded Assets described in Section 1.2) , including any used in or held for use by the Business and any listed on Schedule 1.1 .

                1.2.         Excluded Assets .   Notwithstanding Section 1.1 , the Purchased Assets will not include the following (collectively, the "Excluded Assets"): (a) the Seller's rights under this Agreement; (b) the Seller's corporate minute books, corporate seal, charter documents and stock records; (c) any cash, checks or cash equivalents (other than any representing any customer deposits which are required to be paid to Buyer); (d) any accounts and accounts receivable of the Seller with respect to any projects which were fully completed and billed prior to the Closing; (e) the Seller’s bank accounts; (f) any non-transferable licenses; (g) any employee benefit plans; (h) any leased or owned real property, any buildings thereon, and any related rights and authorizations associated with the fee ownership thereof, if any; (i) any rights under any insurance contracts maintained by the Seller to the extent related to the Excluded Liabilities (as defined in Section 1.4 ); (j) the assets specifically identified on Schedule 1.2 ; and (k) any business records and files to the extent related to the foregoing Excluded Assets or the Excluded Liabilities.

                1.3.         Assumption of Liabilities .   Subject to the terms and conditions set forth in this Agreement, at the Closing, as part of the consideration for the purchase and sale of the Purchased Assets, the Buyer shall assume, and shall thereafter pay and perform as they become due, subject to all lawful defenses and setoffs, the following liabilities and obligations of Seller in accordance with their respective terms (the “Assumed Liabilities”), and no others:

Section 2.              Purchase Price and Closing.

2.1.         Purchase Price .   The aggregate consideration for the sale of the Purchased Assets to the Buyer (the “Purchase Price”) will be as follows: (i) Three Hundred Thousand Dollars ($300,000) (the “Cash Amount”), (ii) 600,000 shares of restricted common stock of Buckeye Ventures, Inc., a Michigan corporation (“Buckeye”), and (iii) the Buyer’s assumption of the Assumed Liabilities.

                2.2.         Allocation of Purchase Price .  The Purchase Price will be allocated among the Purchased Assets, the Assumed Liabilities and any non-competition agreements as set forth in Schedule 2.2 .  Each party will reflect such allocation in any filings required pursuant to Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar provisions of state, local or foreign law, and in all tax returns.

2.3.         Closing .  Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Purchased Assets contemplated by this Agreement (the “Closing”) shall take place on January 2, 2007, subject to the satisfaction or, if permissible, waiver of the conditions set forth in Section 2.5 (the “Closing Date”), at the offices of Buckeye, at 4455 Lamont Street, Suite 3, San Diego, California 92109, unless another date or place is agreed to in writing by the parties hereto.

2.4          Deliveries .

                (a)           At the Closing, the Seller Parties will deliver to the Buyer:

                (b)           The Buyer will deliver or cause to be delivered to the Seller:

2.5          Closing Conditions .

                (a)           The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

                (b)           The obligations of the Buyer to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of all of the following conditions:

                (c)           The consummation of the Closing hereby shall constitute a waiver of any conditions not so satisfied, but no such waiver shall be deemed to affect any representations and warranties made by any party, or the survival of any representations or warranties.

2.6          Offers of Employment .   The Buyer will have the right to offer employment to any or all persons employed by the Seller on the Closing Date as the Buyer may determine in its sole discretion, in each case for such positions, to commence on the Closing Date or such other time, and on such terms and conditions as the Buyer may determine in its sole discretion.  The Seller shall terminate as of the Closing Date or such later time as they are first employed by the Buyer, those of its employees who accept an offer of employment from the Buyer.  The Seller will pay all such employees all compensation, employee benefits, accrued sick pay and accrued vacation pay to which they are entitled through the date of such termination and shall be responsible for all costs, expense and all liabilities associated with respect all of its employees that are not offered or do not accept employment with the Buyer.  The Seller shall also retain and perform all liabilities and obligations under the employee benefit plans it maintains or maintained for the benefit of any of its employees or former employees or their dependents, including those employees which accept an offer of employment from the Buyer, in accordance with the terms of such plans and applicable law.

2.7          Change of Corporate Name .  Immediately following the Closing, the Seller will amend its articles of incorporation to change its name to a name acceptable to the Buyer that is not similar to “Barnett Plumbing, Inc.” or “Barnett Heating and Air” or “Barnett, Inc.”

Section 3.              Representations and Warranties of the Seller Parties.  Each of the Seller Parties jointly and severally represents and warrants to the Buyer as follows:

                3.1.         Organization .   The Seller is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct the Business as currently conducted or proposed to be conducted.  The Seller is not required to be qualified to do business as a foreign corporation in any jurisdiction.  No part of the Business is conducted through any agent, subsidiary or affiliate of the Seller or any other Person.

                3.2.         Authority .   Each of the Seller Parties has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other agreements being executed and delivered in connection with this Agreement (collectively, together with this Agreement, the "Transaction Documents") to which it is a party and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance of this Agreement and the other Transaction Documents by the Seller and the consummation of the transactions contemplated by the Transaction Documents have been duly authorized by all requisite corporate action on the part of the Seller.  This Agreement and each of the other Transaction Documents to any Seller Party is a party constitutes the legal, valid and binding obligation of the Seller Party that is a party thereto, enforceable against such Seller Party in accordance with their respective terms.

                3.3.         No Conflicts .   The execution, delivery and performance of this Agreement and the other Transaction Documents by the Seller Parties and the consummation of the transactions contemplated by the Transaction Documents (a) except as set forth on Schedule 3.3 , do not require any of the Seller Parties to file any notice with or obtain any consent, approval, authorization or exemption from any Person, including any government or governmental agency or instrumentality (other than filings of notices required under applicable securities laws), (b) will not violate any writ, injunction, decree, order, judgment, law, statute, ordinance, rule or regulation binding upon or applicable to the Seller Parties, (c) will not violate or constitute a default or breach under the Seller’s certificate or articles of incorporation or by-laws or any agreement or commitment to which any of the Seller Parties is a party or by which any of the Seller Parties or any of their respective properties (including the Purchased Assets) may be bound and (d) will not result in the imposition of any security interest, lien, charge or other encumbrance on any of the Purchased Assets.

3.4.         Financials .   Certain financial information and financial statements for the Seller and the Business have been delivered by the Seller Parties or their representatives to the Buyer prior to the date of this Agreement (all such financial information and financial statements are sometimes referred to, collectively, as the “Financials”).  The financial statements included in the Financials have been prepared on a consistent basis.  All financial information included in the Financials is true and correct, each balance sheet included in the Financials is true and correct and fairly presents the assets, liabilities and financial position of the Seller as of the date indicated thereon, and each statement of income included in the Financials is true and correct and fairly presents the revenues, expenses and results of operations of the Seller for the periods indicated thereon. 

                3.5.         Liabilities .   The Seller shall satisfy all of its liabilities and obligations as when due and payable or required to be performed (other than those which constitute Assumed Liabilities).  The Seller has no liabilities (whether known or unknown, fixed or contingent, liquidated or unliquidated or secured or unsecured) that will be asserted against the Buyer or the Purchased Assets after the Closing (except for the Assumed Liabilities).  As of the Closing Date, both before and after giving effect to the transactions contemplated by this Agreement, the assets of the Seller exceed the liabilities of the Seller, as determined in each case in accordance with generally accepted accounting principles and at their fair valuations, and the Seller will not have unreasonably small capital or be unable to pay its debts and perform its obligations as they become due.  The list of Customer Deposits provided to the Buyer at the Closing is true, correct and complete in all respects.  The list of payments and amounts of deferred revenue with respect to the preventative maintenance, maintenance and/or service agreements included as Assumed Liabilities provided to the Buyer at the Closing is true, correct and complete in all respects and the deferred revenue liability with respect thereto does not exceed $60,000 in the aggregate.

3.6.         Title .   The Seller has good and marketable title to the Purchased Assets, and the Bill of Sale will transfer good and marketable title in the Purchased Assets to the Buyer, in each case free and clear of all Encumbrances (subject, in the case of leased properties, to the rights of the lessors under the applicable leases).

3.7.         Personal Property .  Schedule 3.7 lists, in reasonable detail, (i) all vehicles owned or leased by the Seller, regardless of value, (ii) all other personal property owned by the Seller with an individual book value or market value in excess of $500, and (iii) all leased property and all leases in respect of any personal property.  The additional assets set forth on the listing attached to Schedule 3.7 are included in the Purchased Assets.  All leased property is in the condition required by the applicable lease, the Seller is not in default under any lease and all leases are in full force and effect and constitute legal, valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms.

3.8.         Real Property .  The Seller does not own any real property.  The only real property leased, subleased, used or otherwise occupied by the Seller in the conduct of its business is the property at 5729 Terminal Avenue, Riverbank, California, which is leased pursuant to an oral lease from Harold Barnett.

                3.9.         Contracts and Leases .   Schedule 3.9 sets forth all agreements or other commitments to which Seller is a party or which is otherwise bound that (i) are required, necessary or desirable to operate the Business or otherwise material to the Business, (ii) are either a preventative maintenance, maintenance or service agreements or similar types of agreements or arrangements, (iii) are leases, or (iv) may be binding upon the Buyer after the Closing.  The Seller has no agreements or other commitments that prohibit or restrict the Seller or any other owner of the Purchased Assets from freely using or disclosing any information, from freely providing goods or services to any person or entity or restrict in any respect the types of business or geographical territory in which any business may be engaged.  True, correct and complete copies of all agreements and commitments described in this Section or otherwise relating to the Assumed Liabilities have been provided to the Buyer.  The Seller is not in default under any of its agreements or commitments, including any agreement or commitment set forth on Schedule 3.9 .

                3.10.       Customer List .   Concurrently with the Closing the Seller will deliver to the Buyer the original and all copies of the Seller’s customer list.  The Seller has not disclosed and will not disclose the customer list to any other Person or retain or use the customer list after the Closing for any purpose.