EXHIBIT 10.1

Lease Assignment/Contract Rework Services

Thomas Well Project

THIS PARTICIPATION AGREEMENT (“the Agreement”) is made and entered into effective the 1st day of December, 2010, by and between Innocent Inc. (INCT) , 2000 NE 22 ^nd St. Wilton Manors, FL., 33305 (“Buyer”), and Sedunda Oportunidad, LLC Ronald Davis (“in trust”) ., (Seller) whose address is 4412 8th Street SW, Vero Beach, FL 32968, 772.584.3308, (“Purchaser”) and Seller and Purchaser are sometimes collectively referred to herein as “ the Parties ”.

W I T N E S S E T H

WHEREAS , Purchaser desires to acquire operating Oil and Gas assets, and

WHEREAS , Seller is an individual that recently purchased Oil and Gas Lease rights from a Portfolio Management Company (Original Agreement is attached) and represents that he owns, controls, and have under agreement to acquire or option to acquire or have working interests in certain Oil and Gas Leases, hereinafter sometimes referred to as “Oil and Gas Leases” or contractually and more specifically for this agreement the “Thomas Lease ” located within the field description as follows: 

The Seller represents it owns, controls, or has commitments to certain oil and Gas leases, hereinafter sometimes referred to as “Leases: or contractually as the 1 Thomas Well # 1” located within the field description as follows;

Thomas Lease:

WHEREAS, the Seller represents that the Oil and Gas Leases – One well located: Center of South Quarter Section 7, Township 24 North, Range 5 West, Garfield County, Oklahoma

WHEREAS , Purchaser desires to acquire a 100% working interest in the “ Thomas Well # 1” that is currently needs reworking as per the AFE as indicated in “Exhibit B”.

WHEREAS, Purchaser has agreed that all rights, titles, interests and privileges granted herein unto Purchaser and all rights and obligations attributable thereto after the date hereof shall be owned and borne by Purchaser in the percentage set forth in this agreement.

NOW, THEREFORE , in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I  

1. Purchaser Oil and Gas Lease Working Interest

a) Following the receipt from Purchaser of a timely and duly executed original of this Agreement, the tendering of payment specified in Article I.B. Herein below, Seller will acknowledge the Purchaser has purchased Working Interest in the oil and gas lease it acquires and made a part hereof, of the undivided One Hundred Percent (100%) working interest and to the Oil and Gas Leases acquired by Seller subject to the following terms, conditions, reservations and limitations:

b) The above-mentioned Working Interest shall be made without warranty of any kind, expressed or implied, except by, through and under Seller.

2. Said Working Interest shall be made subject to the terms, covenants and conditions of the following:

a) The terms and provisions in the Oil and Gas Leases subject to this agreement;

b) The terms and provisions of this agreement;

c) In the event any oil and gas lease acquired within the lease Area and subject to this Agreement, covers less than the full undivided fee estate in the oil, gas and associated hydrocarbons in the lands covered thereby, or in the event the leasehold interest acquired covers less than 100.00% of the leasehold estate in said lease, then as to such oil and gas lease the interest assigned and the overriding royalty interests reserved herein shall be proportionat