PURCHASE AGREEMENT

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:

(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.

(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.

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.

(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.

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)    &n