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 payabl
