8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K /A

Amendment #1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 6, 2012

ECO  BUILDING  PRODUCTS,  INC.

(Exact Name of Registrant as Specified in its Charter)

Colorado	000-53875	20-8677788
(State of Organization)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

909 West Vista Way, Vista, CA 92083

 (Address of Principal Executive Offices)

760-732-5826

Registrants Telephone Number, including area code

 EcoBlu Products, Inc.

(Former Name or Address of Registrant)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 1.01  Entry into a Material Definitive Agreement

A. Manhattan Resources Limited

Background

On February 14, 2011, Eco Building Products, Inc., formerly EcoBlu Products Inc. (“Eco”)  entered into an investment agreement (the “Investment Agreement”)  with Manhattan Resources Limited, a Singapore Corporation (“MRL”) and Dato’ Low Tuck Kwong (“LTK”), a controlling shareholder of MRL (the “Investment Agreement”). On February 14, 2011, Eco also entered into a revolving credit and warrant purchase agreement (the “Credit and Warrant Agreement”) with MRL. Agreements, securities, and obligations also were confirmed with SLM Holding PTE, Ltd. (SLM) a wholly owned subsidiary of MRL, and Swanny Sujanty, an individual, including transfer of 9,500,000 shares of restricted stock from Steve Conboy, the CEO of Eco, to Swanny Sujanty.

Copies of these above agreements (the "Past Agreements") and their terms were disclosed under the Eco Form 8-K filling on February 16, 2011.

Herein "MRL" includes MRL, LTK, SLM, and Swanny Sujanty, considered affiliates to MRL by Eco.

Negotiations and New Agreement

At various points, the past year, Eco, offered MRL for MRL and affiliates, an arrangement whereby all their interests in Eco and all obligations of Eco to any of them would be exchanged for a promise to make a future buyout payment. On July 9, 2012 lawyers for Eco advised Eco that the aspect of the Offer, below,  and the communication that an agreement was reached is legal grounds, subject to potential judicial determination, supporting Eco's conclusion that MRL has agreed to Eco's offer including selling all interests back to Eco for promise of a future payment, as stated below. If judicial action was taken, Eco may or may not be successful.

Previously, on June 13, 2012, Eco was advised that MRL had accepted Eco's Offer.

The Offer was as follows:

1.   MRL surrenders all rights and interests in Eco. This includes all securities.

2.   Eco agrees to repay or pay MRL the sum of $10,000,000 USD on or before 24 months from acceptance, or June 13, 2014.

3.   The only obligation that survives the settlement or agreement is the obligation of Eco to pay the sum stated.

2

Based on the Offer and the communicated acceptance, Eco proceeded to prepare and provide a document to memorialize the agreement but was informed by MRL that it was not accepted.

Then a communication supplied Eco on behalf of Manhattan, at the request of Eco, stated that an agreement in principle had been reached and that MRL was preparing its  proposed procedures and that Eco was also asked to prepare one to make things simpler and faster and that MRL would study and respond or amend the Eco procedures, and this was confirmed. Since then, Eco has been supplied MRL communications relating to payment schedules to repay the above sum but along with interest and other issues and Eco is proceeding to finalize procedures to give effect or close the agreement reached It appears MRL is now negotiating payment procedures and other terms beyond the June agreement reached and Eco is considering these as offers or negotiations of modifications.

Conclusion

Eco takes the position that an agreement was offered and accepted and that it means that MRL and noted affiliates surrendered to Eco  rights and interests in Eco and no longer can claim they own securities in Eco, and this was in exchange for Eco supplying the concurrent promise to pay the sum of $10,000,000 by June 13, 2014; that the securities held by MRL and affiliates are or should be deemed cancelled or retired; and that Eco is willing to negotiate and entertain, though not obligated, repaying the sum with interest, as well as any "amendment" or terms for orderly procedures of the parties. If any "amendment" is reached, Eco plans to file an additional Form 8-K on the matter. This would mean that Eco also believes the Past Agreements no longer apply.

On July 6, 2012, Eco confirmed final negotiations and agreements and instruments as  proposed and circulated between Eco and InsurFinancial Holdings, PLC ("IFH" a United Kingdom company) with all final changes considered, being the;

1.   "Fee Agreement between InsurFinancial Holdings, PLC and Eco Building Products, Inc." and

2.   the Assignment and Amendment agreements between the parties, and

3.   delivery for Eco of the Stand by Letter of Credit (SBLC) issued by The Bank of China for $100 million dollars USD. See attached.

Eco believes this presents up to $100 million dollars USD in financial commodity and liability underwriting or financing ("Financing")  support to permit a substantial expansion of its business.

3

Any successful expansion is subject to risks, documents, forecasted ability to obtain orders, and other conditions certain of which are beyond the control of Eco so no assurance of future results can be made.

IFH has confirmed that the referenced bank has blocked $100 million in funds, USD, to support the SBLC. The SBLC is not a credit line but rather is intended to be a financial support to permit Eco to transact business with others on the basis that if in the future Eco is unable to meet liabilities meaning it owes money or has liabilities that are liquidated so that money is owed, being liabilities it cannot pay, Eco can work with a bank for Eco to have the bank obtain in one or more occasions up to the $100 million from The Bank of China.  Eco does not anticipate any such requests, to be made by bank to bank swift, to pay any liability that Eco disputes.

Though represented to Eco as not being contingent, the financial benefits and any receipt of payment from third parties relating to the existence of the SBLC and or from The Bank of China is subject to conditions so no assurance exists that Eco will fully realize the anticipated benefits or payments. Any accounting treatment of the transaction discussed will also depend upon the accountants for Eco and any audit, the figures and transactions referenced herein being unaudited at this time, so Eco is unable to confirm the final accounting treatment.

A summary of the transaction, which includes a variety of representations, conditions and provisions, along with certain recent related events, includes the following:

1.   IFH agrees to supply Eco a $100 million dollar credit facility instrument, a "Stand by Letter of Credit" or SBLC.

The instrument presented as signed by The Bank of China has been supplied to Eco and IFH has executed an Assignment and Amendment set of documents for the benefit of Eco.

Eco has in place as assignee from IFH the SBLC issued by the bank. The original of this SBLC is or is being delivered to Eco on about this date from overseas.

2.   The SBLC is limited to be used by Eco for a term of four years to help guarantee performance for the purpose of trading, buying, selling, arranging for purchase and sale, wood related commodities but it may also be used or intended for use in strengthening its balance sheet (any change in Eco balance sheet will only be undertaken with consultation with its accountants, pending, and will be subject to annual audit, no assurance of accounting or valuation treatment can be made) meaning that if liabilities cannot be paid by Eco, then it can treat the SBLC instrument to supply a draw to Eco to pay the liabilities.

4

The SBLC is scheduled to end on December 4, 2016.

Eco anticipates that third parties will view the support of the SBLC to extend credit, terms and other financial related benefits to Eco and may improve the credit worthiness of Eco and also attractiveness of Eco for others to conduct business with Eco though no assurance exists that such results will match anticipations.

3.   IFH represents  Eco can rely upon the SBLC and that, among other things also, The Bank of China is obligated to honor the SBLC that its customer, unrelated to Eco, has supported by the block of funds in a sufficient amount for the Bank to issue the instrument.

4.   Closing was set for June (but the parties mutually confirmed a delay until the Assignment, and Amendment,  referenced herein, was approved, to complete negotiations, which was July 6, 2012).

5.   Termination rights, as stated, revolve around conditions prior to Closing though certain rights to terminate may still apply though Eco has been advised that the SBLC is irrevocable.

6.   Eco is to pay  IFH an annual facilitation fee of up to $5,000,000 (all figures herein are in USD), through a schedule per the exhibit form of SBLC, copy attached hereto, and this includes a method for IFH  to accept payment in the form of shares of common stock of Eco.

a.   The first payment will be equal to the amount of five percent (5%) of the amount placed at risk by ECO. This payment will be due 120 days after the liability is created by ECO.

b.   Beginning with the second year the SBLC amount shall be adjusted at the sole option of InsurFinancial Holdings, PLC to the maximum amount exposed and paid for in the prior year.

c.   This Annual Facilitation Fee will last for the entire four (4) year term of this agreement.

d.   ECO shall grant InsurFinancial Holdings, PLC the irrevocable right to accept any portion of its earned fee in the form of restricted common stock of ECO, its successors or assigns.  The price for this stock shall be 20% above the three month trailing average for the stock.

5

Payment Date- The "Payment Date" associates with the Facilitation Fee due under this Agreement will be the 120 day of the exposed risk to the SBLC, if that date is not a business day then the date will be the following business day providing banks are open.

7.   The terms were subject to Eco final acceptance of the SBLC which was presented by IFH  as issued by The Bank of China and accepted by Eco. Copy attached.

Additional terms and conditions in the stated agreement include that Eco reach an agreement with its major investor, considered MRL above, for redemption of shares and warrants, IFH is supplied certain indemnification rights, and the parties agree to mediation and arbitration of any disputes in the United Kingdom. IFH indicates that all conditions have been satisfied by Eco thus far.

In further summary, with reference to the documents noted above, Eco has the primary anticipation that it may negotiate lumber related transactions mainly in the nature of purchases to meet orders or anticipated orders with the benefit of the Financing, though it may utilize the Financing for trading of lumber and support to obtain credit also among other things.  Eco does not anticipate pledge or assignment of the SBLC by Eco.

Additional points are:

1.   The funding acquired by IFH is presented to Eco to provide Eco with an underwriting or financing support needed for Eco to help in securing lumber and also to improve its creditworthiness. IFH has assigned its rights to the SBLC to Eco so Eco becomes the beneficiary of the Bank instrument. Eco anticipates it will present and utilize the Financing to help secure third party funding of lumber purchase orders to assist in Eco customer orders for Eco finished products,  among other things. If Eco is unable to meet its liabilities then it will be in a position to present the SBLC to The Bank of China, per bank swift or per the terms,  for funding or payment,  and this will require it to be done through terms and a banking relationship yet to be established by Eco since Eco does not anticipate it will be able to obtain payments directly from said issuing bank. No assurance can be made that Eco anticipated banking related efforts will cause an actual financial recognition of any kind for Eco.

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 hereof is incorporated by reference into this Item 2.03.

6

Section 5 – Corporate Governance and Management

Item 5.01  Changes in Control of Registrant

The information set forth in Item 1.01 hereof is incorporated by reference into this Item 5.01.

Just prior to reaching the stated agreement with  MRL relating to the cancellation or retiring of  securities and rights, which otherwise included liens, Board of Director seats, and other related provisions that are or may be viewed as involving control of the registrant, MRL and affiliates owned or controlled rights, as previously reported, including the following: MRL stock in Eco, 81,000,000 shares of common stock, MRL warrants in Eco, for 50,000,000 shares of common stock, and Swanny Sujanty, 9,500,000 shares of common stock in Eco. Eco's position is that these rights no longer are controlled by the stated holders regardless of the physical location of the securities and pending payment arrangements and in the event MRL or others do not cooperate or conform Eco reserves the rights to seek judicial intervention.

Section 9 – Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits

Exhibits

Exhibit Number	Description
10.1	Fee Agreement, InsurFinancial Holdings, PLC and Eco
10.2	Stand By Letter of Credit
10.3	Assignment to Eco
10.4	Amendment to Assignment

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ECO BUILDING PRODUCTS, INC.
Date:   June 12, 2013	By:	/s/ Steve Conboy, President
		Name:     Steve Conboy, President
		Title:       President
		Principal Executive Officer and Principal Financial Officer

7

EX-10.1

Exhibit 10.1

FEE AGREEMENT BETWEEN INSURFINANCIAL HOLDINGS, PLC and ECO BUILDING

PRODUCTS, INC.

June 13th, 2012

InsurFinancial Holdings, Plc Agency Agreement ("Agreement") sets forth the binding terms and conditions, between InsurFinancial Holdings, PLC, a United Kingdom company ("Company") and ECO Building Products, Inc. a Colorado Corporation (ECO). ECO has appointed Steve Conboy as attorney­in-fact for ECO to sign all related documents for this Proposed Transaction and The Company has appointed James E. Patterson as attorney-in-fact for the Company to sign all related documents for this Proposed Transaction. Company and ECO may be referred to herein, individually, as a "Party" and, collectively, as the "Parties" with respect to this Agreement.

WITNESSETH:

WHEREAS, the Parties entered into an agreement on June 13th, 2012 referred to as "Stand by Only Credit Facility SBLC ("SBLC Agreement"), and

WHEREAS, with respect to a proposed transaction in which the Company and ECO will participate in a business relationship in which the Company will arrange for the issuance of a Stand By Letter Of Credit (for which the terms, conditions and language are included in Exhibit A of the Agreement) in the amount of USD One Hundred Million Dollars ($100,000,000) ("SBLOC") to be used to guarantee performance under a credit facility that ECO have entered into to be exclusively used for trading (buying, selling, arranging for the purchase or sale as Principal or Agent) in wood related commodities ("Trading").

WHEREAS, this Agreement is specifically being issued to address ECO Building Products Inc. located at 909 West Vista Way, Vista, California 92083 and represented by Steve Conboy its CEO, as it relates to Trading Wood Products. No other areas of business outside the scope of Trading are subject to the transaction(s) contemplated in this Agreement and the use of the SBLOC will be limited to only guaranteeing the financing associated with the Trading activities.

WHEREAS, ECO represents that it will have an agreement in place with its major investor to redeem to the treasury of the company all issued and outstanding shares and warrants held by said shareholder.

WHEREAS, ECO desires to represent The Company's interest, as approved by the Company in advance, in placing SBLOC's that are under the Company's control to entities that need to provide additional balance sheet surety in completing financing transactions relating to their business, and

WHEREAS, the Company has complete underwriting authority in any transaction presented to it by ECO in respect to the SBLOC's and would never be in a position where a verbal or written communication prior to an executed agreement would be considered an obligation of the Company;

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and in order to consummate this Agreement.

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 1 -

1.        Stand By Letters of Credit.

(a)       Terms. The Company agrees to provide; a Standby Letter of Credit ("SBLOC") for $100,000,000 to be utilized by ECO as set forth and attached as Exhibit A to this Agreement.

(b)      The Closing and Closing Date. The Closing of the Transaction contemplated by this Agreement shall take place on or before June 201h , 2012 "Closing Date".

 2.       Representations and Warranties Concerning the Transaction.

(a)       Representations and Warranties of ECO. ECO represents and warrants to the Company that the statements contained in this §2(a) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §2(a)).

(i)            Authorization of Transaction. ECO has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of

ECO, enforceable in accordance with its terms and conditions. ECO will give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency or creditors in

order to consummate the transactions contemplated by this Agreement.

(ii)           Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company or its Director's are subject or any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any Agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which it is bound or to which any of its assets are subject.

(iii)           Good Faith Negotiations. Per this Agreement, ECO has entered into negotiations with the Company to finalize the terms and conditions of this ECO Agreement.

(iv)           Disclosure of Information. Subject in part to the truth and accuracy of the representations and warranties of Company, ECO acknowledges that it has directly, or indirectly through its sources, examined the signatory and sources of the funds of the SBLOC and is satisfied with its findings, and has evaluated the merits and risks of the Transaction.

(b)      Representations and Warranties of The Company. The Company represents and warrants to ECO

that the statements contained in this §2(b) are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this §2(b)).

(i)             Organization of The Company. The Company is a United Kingdom company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization.

(ii)           Authorization of Transaction. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms and conditions. The Company will give any notice to, make any filing with, or obtain any

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 2 -

authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(iii)           Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which the Company is subject or any provision of its charter or bylaws or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which The Company is a party or by which it is bound or to which any of its assets is subject.

(iv)           Disclosure of Information. Subject in part to the truth and accuracy of the representations and warranties of ECO, the Company acknowledges that it has received all the information it considers necessary or appropriate for deciding whether to approve the proposed Transaction. The Company further represents that its representatives have had an opportunity to ask questions and receive answers from ECO regarding the terms and conditions of the Transaction, and has evaluated the merits and risks of the Transaction.

(v)           Good Faith Negotiations. Per this Agreement, the Company has entered into negotiations with ECO to finalize the terms and conditions of this ECO Agreement.

3.        Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.

(a)      General. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor).

(b)      Litigation Support. In the event and for so long as any Party actively is contesting or defending against any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand in connection with (i) any transaction contemplated under this Agreement or (ii) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date, the other Parties will cooperate with counsel in the contest or defense, make available their personnel, and provide such testimony and access to their books and records as shall be necessary in connection with the contest or defense, all at the sole cost and expense of the contesting or defending Party (unless the contesting or defending Party is entitled to indemnification therefore as described below).

4.        Conditions and Obligation to Close.

(a)       Conditions and Obligations of The Company. The obligation of the Company to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i)              the representations and warranties set forth above shall be true and correct in all material respects at and as of the Closing Date;

(ii)             the Company shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iii)            all actions to be taken by the Company in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 3 -

required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to ECO.

(b)      Conditions and Obligations of ECO. The obligation of ECO to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i)              the representations and warranties set forth above shall be true and correct in all material respects at and as of the Closing Date;

(ii)             ECO shall have performed and complied with all of its covenants hereunder in all material respects through the Closing;

(iii)            ECO and the Company shall have received all necessary approvals to effectuate this Agreement;

5.        Remedies for Breaches of This Agreement.

(a)       Survival of Representations and. Warranties. All of the representations and warranties of ECO contained above shall survive the Closing hereunder and continue in full force and effect for the term of this Agreement.

(b)       Indemnification Provisions for Benefit of The Company. In the event ECO breaches any of its representations, warranties, and covenants contained herein, provided that the Company makes a written claim for indemnification against ECO, then ECO agrees to indemnify the Company from and against all damages, expenses, legal fees and costs of court the Company may suffer after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach; provided, however, that ECO shall not have any obligation to indemnify the Company from and any claims resulting from, arising out of; relating to, in the nature of, or caused by the breach of any representation or warranty of the Company contained above until the Company has suffered adverse consequences by reason of all such breaches.

6.        Termination.

a) Termination of Agreement. The Parties may terminate this Agreement at any time prior to the Closing if mutual written consent is given by all Parties.

b) The Company's Termination. The Company may terminate this Agreement by giving written notice to ECO at any time prior to the Closing in the event any of the Company or ECO have breached any material representation, warranty, or covenant contained in this Agreement in any material respect, The Company has notified ECO of the breach, and the breach has continued without cure for a period of 30 days after the notice of breach or,

c) ECO Termination. ECO may terminate this Agreement by giving written notice to the Company at any time prior to the Closing Date, in the event the Company has breached any material representation, warranty, or covenant contained in this Agreement or as required in the Exhibits herein, and if ECO has notified the Company of the breach, and the breach has continued without curefor a period of 30 business days after the notice of breach.

d) The Company or ECO may also make a claim for indemnification and reimbursement of attorneys' and accountants fees as described above.

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 4 -

e) ECO will be obligated to return the SBLOC to the Company upon any termination under this Agreement

7.        Miscellaneous.

a. Press Releases and Public Announcements and Confidentiality. No Party shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior written mutual approval of the Buyer and the Seller.

b. No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

c. Entire Agreement. This Agreement constitutes the entire Agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

d. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns.

e. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument, and the Parties will accept their respective facsimile signatures for this Agreement, and any notices or demands in the future.

f. Headings.  The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

g. Notices. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

h. Legal and Financial Indemnification. ECO shall hold the Company free and harmless, and agree to cover all financial liability, from any obligations, costs, claims, lawsuits or legal actions, judgments, attorneys' fees, and attachments arising from or growing out of any potential conflicts that may arise as a result of this agreement.

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 5 -

If to ECO: ECO Building Products, Inc. 909 West Vista Way Vista, California 92083 If to the Company: InsurFinancial Holdings PLC 201 N. Cleveland Massillon Rd. Akron, Ohio 44333

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. Facsimile signatures will be accepted for this Agreement and its Exhibits.

(i)       Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the United Kingdom without giving effect to any choice or conflict of law provision or rule. Any dispute regarding this Agreement shall be determined in a court of competent jurisdiction located in London, United Kingdom. Both Parties consent to submit any disputes related to this Agreement, first to mediation, and then to arbitration, and then to the jurisdiction of the United Kingdom.

(j)       Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Seller. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(k)       Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(l)        Confidentiality. The Parties will not, during the term of this agreement, use or disclose to any third party, the other Party's confidential information for any purpose other than the performance of services on behalf of the other. Confidential information means any specifically marked confidential proprietary information, clients and any potential Contracting Party that may benefit under this agreement, technical data, trade secrets or know-how or the disclosure of the identity of the Company. Confidential information shall not include information which 1) is known to each party prior to disclosure by each other, 2) has become publicly known and become generally available through no fault of the other party, or 3) has been rightfully received by either party from a third party who is authorized to make such disclosure.

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 6 -

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on June 13, 2012.

FOR ECO
		Witness
Signature:	/s/ Steve Conboy	Signature:	/s/ Mark Vuozzo
By: Steve Conboy		Print Name:	Mark Vuozzo
President CEO
ECO Building Products, Inc.
909 West Vista Way
Vista California 92083
(T) 760-732-5826
(F) 800-516-1349
www.ecob.net

FOR THE COMPANY
		Witness
Signature:	/s/ James Patterson	Signature:	/s/ Peter Dove
By: James Patterson		Print Name:	Peter Dove
Director

InsurFinancial Holdings PLC

Reg: 5846021

Level 17

Dashwood House

69 Old Broad Street

London EC2M 1QS

(44) 0207 786 6974 (T)

(44) 0207 256 4050 (F)

Email: insurfinance@att.net

www.insurfinancialholdings.com

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 7 -

Exhibit A

InsurFinancial, Plc / ECO Building Products Inc., Fee Agreement dated June 13th, 2012

TERMS FOR THE STAND-BY LETTER OF CREDIT

InsurFinancial ("Company") will provide ECO Building Products Inc. ("ECO") with a Stand-by Letter of Credit ("SBLOC") in the amount agreed upon in as stated in the Fee Agreement or any other amount that is mutually agreed upon. The SBLOC will generally include the following terms:

1. The SBLOC will be utilized by ECO or its assign as an asset to strengthen its balance sheet and to guarantee the performance of ECO.

2. SBLOC Facilitation Fee — ECO will pay the Company an annual fee ("Facilitation Fee") in the amount of five million dollars ($5,000,000) on each Payment Date for the Term of the Agreement.

a.     The first payment will be equal to the amount of five percent (5%) of the amount placed at risk by ECO. This payment will be due 120 days after the liability is created by ECO.

b.     For additional risk placement against the SBLOC, an additional payment equal to the amount of five percent (5%) will be due 120 days after that liability is created by ECO.

c.     Beginning with the second year the SBLOC amount shall be reset at the sole option of the Company to the maximum amount exposed and paid for in the prior year.

d.     Any risk exposure at the beginning of the second year and every subsequent year thereafter, an immediate fee of five percent (5%) will due in 120 days. Additional risk exposure during any year will be equal to Section 2.b. of the Exhibit A.

e.     This Annual Facilitation Fee will last for the entire four (4) year term of this Agreement. A year shall be defined as 12 months from the date of this Agreement.

f.     "Placed at Risk" is defined as any liability of ECO reported in their financial reporting.

g.     ECO shall grant the Company the irrevocable right to accept any portion of its earned fee in the form of restricted common stock of ECO, its successors or assigns. The price for this stock shall be 20% above the three month trailing closing price average for the stock.

3. Payment Date — The "Payment Date" associates with the Facilitation Fee due under this Agreement will be the 120 day of the exposed risk to the SBLOC, if that date is not a business day then the date will be the following business day providing banks are open.

4. Upon closing of the Fee Agreement InsurFinancial will cause The Bank of China to provide ECO or its assign with the SBLOC with normal and customary commercial terms which has already been presented; however must pass final acceptance by ECO which will occur no later than June 30, 2012.

5. Term of the Agreement: The SBLOC will be made available to ECO or its assign under this Agreement for the term of the Agreement which is four (4) years. At the end of this Agreement, the SBLOC will be returned to InsurFinancial Holdings, PLC.

INSURFINANCIAL / ECO FEE AGREEMENT INITIAL BY COMPANY   ECO    

- 8 -

EX-10.2

Exhibit 10.2

EX-10.3

Exhibit 10.3

ASSIGNMENT OF BENEFICIARY OF

STANDBY LETTER OF CREDIT

To:                  ECO Building Products, Inc.

OTCBB: ECOB

909 West Vista Way

Vista, CA. 92083

Date:               6TH Day of July 2012

RE:                  Standby Letter of Credit #3

No: .......................897-117-3

Dated: To 17:00 GMT 12/04/2016

Issued by:     Bank of China Beijing

No. 1 Fuxingmen Nei Dajie

Beijing 100818

China

SWIFT Code:.............

The undersigned beneficiary (the Assignor) assigns to ECO Building Products, Inc. OTCBB: ECOB, 909 West Vista Way, Vista, 92083, all money now due and payable, or money that may become due and payable, to the assignor under the above referenced standby letter of credit as per the conditions of Standby Letter of Credit #3.  The above-referenced standby letter of credit is delivered to the Assignee with the execution of this assignment.

The Assignor warrants that it has received, as of the date of this assignment, no payments outside or under the above-referenced standby letter of credit, except for the following: none.  The Assignor further warrants that the amount here assigned is either due and owing or may become due and payable to the Assignor.

The Assignor here (1) authorizes and directs Bank of China Beijing to deliver to the Assignee any and all payments to be made to the Assignor once the conditions of the above referenced standby letter of credit are activated; (2) authorizes the Assignee to receive those payments, in whatever form made; and (3) authorizes the Assignee to sign on behalf of the Assignor any endorsements, receipts, or acknowledgments that may be required for the Assignee’s receipt of such payments as per the conditions of the above referenced standby letter of credit.

This assignment is executed this date [                               ]DATE.

	InsurFinancial Holdings, PLC
	(Reg: 05846021)
	Level 17
	Dashwood House
	69 Old Broad Street
	London, WEC2M 1QS
	United Kingdom
Authorized Signature:	/s/ James Patterson
	James Patterson
	Title: Director

Acceptance of this Assignment on behalf of ECO Building Products, Inc.:

Authorized Signature:	/s/ Steve Conboy
	Steve Conboy
	Title: President & CEO
	SEE ATTACHED ACKNOWLEDGMENT
	Verification or Notarization of Signatures

EX-10.4

Exhibit 10.4

AMENDMENT

Reference is made to the certain Assignment of Beneficiary of standby letter of credit instrument to Eco Building Products, Inc. ("Assignee" or "Eco") dated effective on or about the Effective Date of this document defined below, from InsurFinancial Holdings, PLC acting as the "Assignor" (the "Assignment").  This document amends the Assignment and controls the extent of any conflict.  The Assignment and this Amendment should be taken and interpreted together.  The parties, for good and valuable considerations received, agree to this Amendment as follows:

1.           As part of the assignment of all money due under the standby letter of credit, as referenced in the Assignment, Eco (Assignee)  is also assigned the actual original standby letter of credit instrument from The Bank of China (the "bank letter").  The original bank letter will be delivered by the Assignor (InsurFinancial Holdings, PLC) within 5 business days or less of the execution and mutual exchange of the Assignment between the Assignor and the Assignee and the contents and execution details of the bank letter original delivered to the Assignee will match in all respects the copy supplied just prior to this date by the Assignor to the Assignee, containing all necessary signatures, stamps, approvals of the referenced bank and others as applicable.

2.           The Assignor represents that any and all agreements between the Assignor and Assignee, which must be in writing and mutually executed, as well as the Assignment, this Amendment, and the bank letter, are valid legally binding instruments and the inception of the relationship and agreements between the Assignor and Assignee and closing referenced in the agreements is as of this Effective Date.  The Assignor also represents it has obtained all necessary authorizations and consents to enter into the transactions and supply the referenced documents and that all representations of the Assignor survive the signing or closing of any documents.

3.           The Assignor represents that there is no condition or limitation as to the bank letter not contained and expressly stated in such bank letter including without limitation the following:

No approval or consent is needed by the Assignor for the Assignee to present and obtain the benefits of the bank letter with reference to the bank and the same is true of Ms. Ning referenced in the documents in that her approval or consent is not needed and also nothing is contained in the private loan agreement between the Assignor and Ms. Ning that otherwise limits or modifies the statements made by the Assignor to the Assignee including those contained in the signed documents between the Assignor and the Assignee including in the Assignment and this Amendment.

4.           Subsequent to this date the Assignor agrees to reasonably cooperate with the Assignee to respond to reasonable questions and confirmations as may be necessary to help give effect to the Assignment and to this Amendment and has represented the referenced bank will supply reasonable cooperation and if materially needed Ms. Ning will assist to facilitate the cooperation of the bank.

1

5.           The Assignor represents that

a.    it understands in no way are any securities laws involved with respect to the transaction between the Assignor and the Assignee and that otherwise the Assignor is considered an accredited investor and sophisticated investor to any extent any investment is involved and the parties mutually agree and release one another from any claim that the Assignor is acting as an investor,

b.    no statement or representation is binding upon the Assignee that may have been made by the Assignor to Ms. Ning the only public statements of the Assignee is as are contained in the public filings of the Assignee as filed with the SEC and

c.    the Assignor and Assignee are independent of one another with the exception that the Assignee has such rights pertaining or obtained from the Assignor as stated in the Assignment and this Amendment with respect to matters expressly discussed including execution of documentation relating to The Bank of China,

d.    the Assignor represents that all business he has conducted involving Ms. Ning, The Bank of China and in any other way relating to the Assignee have been in conformance with all laws and regulations

e.    the Assignor represents it is not aware of any regulatory approval needed in order for the Assignment and this Amendment and the bank letter to be binding,

f.    the Assignor has represented to the Assignee the obligation of the Bank of China contained in the bank letter is irrevocable and not conditioned upon any action or inaction or change of circumstances relating to Ms. Ning, the Assignor, or the Assignee that the bank letter is irrevocable and unconditional the only exception is the manner for Assignee to present the letter for payment,

g.   the Assignor represents that the bank has confirmed it has blocked and segregated in a sub-account $100 million USD of Ms. Ning in order to issue the financial commitment under the bank letter,

h.   the Assignor is not aware of any unpaid fees or reasons why The Bank of China would not fully honor and pay the bank letter per its terms

i.    the Assignor represents that information in statements provided to the Assignee by its representatives and advisors are valid, complete and correct and can be relied upon,

j.  the Assignor understands that the Assignee cannot make any representation or promise as to the future success or actual results relating in any way to its current

2

projections or plans since actual results may vary with respect to the business and operations of the Assignee.  (This statement however does not abrogate or excuse the performances expressly stated in written signed agreements between the Assignor and Assignee due from Assignee.),

k.   Assignor represents that the bank letter is now fully signed and executed in a valid binding legal instrument of The Bank of China so that the payments indicated with a total of $100 million US is due and owing per the terms of the letter,

l.    the Assignor also represents it is not aware of any prohibition or limitation to Assignment and actually represents that Assignment by the Assignor to the Assignee per the Assignment and this Amendment is fully valid and legal without the need of any verification or consent of the referenced bank or any other person natural or otherwise,

m.  the Assignor also represents that notwithstanding any verification or notarization indication in the Assignment it is valid from signatures of the parties without notarization of any signature,

n.   the Assignor also represents that the bank letter is fully operative and fully operative on its face without reference to any agreements,

o.   the Assignor represents that there is no law, regulation or document or understanding of any kind that it is aware of that in any way limits or prohibits the obligation of the bank under the bank letter which is now owed, upon execution of the Assignment, by the bank to the Assignee (there is no consent approval or ability to interfere or to limit in order for the bank to make the payment under the bank letter, by Ms. Ning or any other party so that the bank is irrevocably and unconditionally obligated to pay per the bank letter).

3

This Amendment can only be amended in writing signed by the parties below.

This  is executed to be exchanged and Effective as of July 6, 2012 as the "Effective Date."

	Assignor
	InsurFinancial Holdings, PLC
	(Reg: 05846021)
	Level 17
	Dashwood House
	69 Old Broad Street
	London, WEC2M 1QS
	United Kingdom
Authorized Signature:	/s/ James Patterson
	James Patterson
	Title: Director

	ECO Building Products, Inc.:
Authorized Signature:	/s/ Steve Conboy
	Steve Conboy
	Title: President & CEO

NOTARY, Before me, the undersigned authority, appeared the person indicated who having been duly sworned attested to the signature:

Notary Public/ State of/Couty of:

SEE ATTACHED ACKNOWLEDGMENT

Signature/Stamp

4