EXHIBIT
4.8

    


    EAGLEFORD
ENERGY INC.

    


    2010 AMENDED STOCK OPTION
PLAN

    


    THIS AMENDED PLAN was approved and
adopted on January 9, 2010 by the Board of Directors of the Corporation and
ratified on February 9, 2010 by the shareholders of the
Corporation.

    


    ARTICLE
I

    DEFINITIONS
AND INTERPRETATION

    


    1.1                      Definitions.  Where
used in this Plan, unless there is something in the subject matter or context
inconsistent therewith, the following terms will have the meanings set forth
below:

    


    
      	
               
      

            	
              (a)

            	
              "Administrator" means,
      initially, the President or Secretary of the Corporation and thereafter
      will mean such director or other senior officer or employee of the
      Corporation or a duly appointed committee thereof as may be designated as
      Administrator by the Board from time to
time.

            


    

    


    
      	
               
      

            	
              (b)

            	
              "associate" has the
      meaning ascribed to it in Section 1(1) of the Securities
    Act.

            


    

    


    
      	
               
      

            	
              (c)

            	
              "Board" means the board
      of directors of the Corporation, or any duly appointed committee thereof
      to which the board of directors of the Corporation has delegated the power
      to administer and grant Options under this Plan, as constituted from time
      to time.

            


    

    


    
      	
               
      

            	
              (d)

            	
              "cause" means, with
      respect to a particular Employee:

            


    

    


    
      	
               
      

            	
              (i)

            	
              "cause"
      as such term is defined in the written employment agreement between the
      Corporation and the Employee; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the event there is no written employment agreement between the Corporation
      and the Employee or "cause" is not defined in the written employment
      agreement between the Corporation and the Employee, the usual meaning of
      cause under the laws of the Province of
Ontario.

            


    

    


    
      	
               
      

            	
              (e)

            	
              "Company" unless
      specifically indicated otherwise, means a corporation, incorporated
      association or organization, body corporate, partnership, trust,
      association, or other entity other than an
  individual.

            


    

    


    
      	
               
      

            	
              (f)

            	
              "Consultant" means a
      person, other than an Employee or Director of the Corporation, or a
      Company, who:

            


    

    


    
      	
               
      

            	
              (i)

            	
              provides
      on a bona fide
      basis consulting, technical, management or other services to the
      Corporation or a Subsidiary of the Corporation under a written
      contract;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              possesses
      technical, business, management or other expertise of value to the
      Corporation or a Subsidiary of the
Corporation;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              in
      the reasonable opinion of the Corporation, spends or will spend a
      significant amount of time and attention on the business and affairs of
      the Corporation or a Subsidiary of the Corporation;
  and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              has
      a relationship with the Corporation or a Subsidiary of the Corporation
      that enables the individual to be knowledgeable about the business and
      affairs of the Corporation.

            


    

    


    
      	
               
      

            	
              (g)

            	
              "Corporation" means
      Eagleford Energy Inc., and includes any successor corporation
      thereto.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (h)

            	
              "Director" means a
      director or senior officer of the Corporation or a Subsidiary of the
      Corporation to whom stock options may be granted in reliance on a
      prospectus exemption under applicable Securities
  Laws.

            


    

    


    
      	
               
      

            	
              (i)

            	
              "disinterested Shareholder
      approval" means approval by a majority of the votes cast by all
      shareholders of the Corporation at a duly called and held meeting of
      shareholders of the Corporation, excluding votes attaching to Shares
      beneficially owned by:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Insiders
      to whom Options may be granted under this Plan;
  and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              associates
      of Insiders referred to in Section 1.1(i)(i)
  above.

            


    

    


    
      	
               
      

            	
              (j)

            	
              "Effective Date" means
      the effective date of this Plan being February 9,
  2010.

            


    

    


    
      	
               
      

            	
              (k)

            	
              "Employee" means an
      individual who:

            


    

    


    
      	
               
      

            	
              (i)

            	
              is
      considered an employee of the Corporation or a Subsidiary of the
      Corporation under the Income Tax Act (Canada)
      (i.e., for whom income tax, employment insurance and CPP deductions must
      be made at source); or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              works
      full-time for the Corporation or a Subsidiary of the Corporation providing
      services normally provided by an employee and who is subject to the same
      control and direction by the Corporation or a Subsidiary of the
      Corporation over the details and methods of work as an employee of the
      Corporation, but for whom income tax deductions are not made at source;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              works
      for the Corporation or a Subsidiary of the Corporation on a continuing and
      regular basis for a minimum amount of time per week providing services
      normally provided by an employee and who is subject to the same control
      and direction by the Corporation or a Subsidiary of the Corporation over
      the details and methods of work as an employee of the Corporation, but for
      whom income tax deductions are not made at
  source.

            


    

    


    
      	
               
      

            	
              (l)

            	
              "Exchange" means where
      the context permits, any exchange on which the Shares are or may be listed
      from time to time.

            


    

    


    
      	
               
      

            	
              (m)

            	
              "Exercise Notice" means
      the notice respecting the exercise of an Option, in the form set out in
      Exhibit "I" of the Option Agreement, duly executed by the Option
      Holder.

            


    

    


    
      	
               
      

            	
              (n)

            	
              "Exercise Period" means
      the period during which a particular Option may be exercised and, subject
      to earlier termination in accordance with the terms hereof, is the period
      from and including the Grant Date through to and including the Expiry
      Date.

            


    

    


    
      	
               
      

            	
              (o)

            	
              "Exercise Price" means
      the price per Share at which Shares may be purchased under an Option duly
      granted under this Plan, as determined in accordance with Section 3.5 of
      this Plan and, if applicable, adjusted in accordance with Section 3.8 of
      this Plan.

            


    

    


    
      	
               
      

            	
              (p)

            	
              "Expiry Date" means the
      date determined in accordance with Section 3.3 of this Plan and after
      which a particular Option cannot be exercised and is deemed to be null and
      void and of no further force or
effect.

            


    

    


    
      	
               
      

            	
              (q)

            	
              "Grant Date" means the
      date on which the Board grants a particular
  Option.

            


    

    


    
      	
               
      

            	
              (r)

            	
              "Insider"
      means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              an
      Insider as defined in Section 1(1) of the Securities Act, other than a
      person who falls within that definition solely by virtue of being a
      director or senior officer of a Subsidiary;
or

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              an
      associate of an Insider, a director or senior officer of a Company that is
      an Insider or Subsidiary of the
Corporation.

            


    

    


    
      	
               
      

            	
              (s)

            	
              "Limit" shall have the
      meaning ascribed thereto in Section 3.2 of this
  Plan.

            


    

    


    
      	
               
      

            	
              (t)

            	
              "Market Price" at any
      date in respect of the Shares shall be the closing price of such Shares on
      any Exchange (and if listed on more than one Exchange, then the highest of
      such closing prices) on the last Business Day prior to the Grant Date (or,
      if such Shares are not then listed and posted for trading on the Exchange,
      on such stock exchange on which the Shares are listed and posted for
      trading as may be selected for such purpose by the Board). In the event
      that such Shares did not trade on such Business Day, the Market Price
      shall be the average of the bid and asked prices in respect of such Shares
      at the close of trading on such date. In the event that such Shares are
      not listed and posted for trading on any stock exchange, the Market Price
      shall be the fair market value of such Shares as determined by the Board
      in its sole discretion;

            


    

    


    
      	
               
      

            	
              (u)

            	
              "OBCA" means the Ontario Business Corporations
      Act, as amended, or such other successor legislation which may be
      enacted, from time to time.

            


    

    


    
      	
               
      

            	
              (v)

            	
              "Option" means an option
      to acquire Shares granted to a Director, Employee or Consultant pursuant
      to this Plan.

            


    

    


    
      	
               
      

            	
              (w)

            	
              "Option Agreement" means
      an agreement, in the form substantially similar as that set out in
      Schedule "A" hereto, evidencing an Option granted under this
      Plan.

            


    

    


    
      	
               
      

            	
              (x)

            	
              "Option Holder" means a
      Director, Employee or Consultant or former Director, Employee or
      Consultant, to whom an Option has been granted and who continues to hold
      an unexercised and unexpired Option or, where applicable, the Personal
      Representative of such person.

            


    

    


    
      	
               
      

            	
              (y)

            	
              "Plan" means this stock
      option plan as may be amended from time to
time.

            


    

    


    
      	
               
      

            	
              (z)

            	
              "person" means a Company
      or an individual.

            


    

    


    
      	
               
      

            	
              (aa)

            	
              "Personal Representative"
      means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      the case of a deceased Option Holder, the executor or administrator of the
      deceased duly appointed by a court or public authority having jurisdiction
      to do so; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the case of an Option Holder who, for any reason, is unable to manage his
      or her affairs, the individual entitled by law to act on behalf of such
      Option Holder.

            


    

    


    
      	
               
      

            	
              (bb)

            	
              "Regulatory Authorities"
      means the Exchange and any other organized trading facilities on which the
      Corporation's Shares are listed and all securities commissions or similar
      securities regulatory bodies having jurisdiction over the
      Corporation.

            


    

    


    
      	
               
      

            	
              (cc)

            	
              "Re-Organization Event"
      has the meaning given in Section 3.8 of this
  Plan.

            


    

    


    
      	
               
      

            	
              (dd)

            	
              "Securities Act" means
      the Securities
      Act (Ontario), as amended, or such other successor legislation as
      may be enacted, from time to time.

            


    

    


    
      	
               
      

            	
              (ee)

            	
              "Securities Laws" means
      securities legislation, securities regulation and securities rules, as
      amended, and the policies, notices, instruments and blanket orders in
      force from time to time that govern or are applicable to the Corporation
      or to which it is subject, including, without limitation, the Securities
      Act.

            


    

    


    
      	
               
      

            	
              (ff)

            	
              "Share" or "Shares" means, as the
      case may be, one (1) or more common shares without par value in the
      capital stock of the Corporation as constituted on the Effective Date or,
      in the event of an adjustment contemplated by Section 3.8 of this Plan,
      such other shares or securities to which an Option Holder may be entitled
      upon the due exercise of an Option as a result of such
      adjustment.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (gg)

            	
              "Share Compensation
      Arrangement" means a stock option, stock option plan, employee
      stock purchase plan or any other compensation or incentive mechanism of
      the Corporation involving the issuance or potential issuance of Shares to
      one or more Directors, Employees or Consultants, including a share
      purchase from treasury which is financially assisted by the Corporation by
      way of a loan, guarantee or
otherwise.

            


    

    


    
      	
               
      

            	
              (hh)

            	
              "Subsidiary" means a
      subsidiary as interpreted in the
OBCA.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              "Termination Date"
      means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      the case of the resignation of the Option Holder as an Employee of the
      Corporation, the date that the Option Holder provides notice of his or her
      resignation as an Employee of the Corporation to the Corporation;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      the case of the termination of the Option Holder as an Employee of the
      Corporation by the Corporation for any reason other than death, the
      effective date of termination set out in the Corporation's notice of
      termination of the Option Holder as an Employee of the Corporation to the
      Option Holder; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              in
      the case of the termination of the written contract of the Option Holder
      to provide consulting services to the Corporation, the effective date of
      termination set out in any notice provided by one of the parties to the
      written contract to the other party;
or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      effective date of termination of a Director, Employee or Consultant
      pursuant to an order made by any Regulatory Authority having jurisdiction
      to so order.

            


    

    


    1.2                      Choice of Law.  This
Plan is established under and the provisions of this Plan will be subject to and
interpreted and construed in accordance with the laws of the Province of
Ontario.

    


    1.3                      Headings.  The
headings used herein are for convenience only and are not to affect the
interpretation of this Plan.

    


    ARTICLE
II

    PURPOSE
AND PARTICIPATION

    


    2.1                      Purpose.  The
purpose of this Plan is to provide the Corporation with a share-related
mechanism to attract, retain and motivate qualified Directors, Employees and
Consultants, to reward such of those Directors, Employees and Consultants as may
be granted Options under this Plan by the Board from time to time for their
contributions toward the long term goals and success of the Corporation and to
enable and encourage such Directors, Employees and Consultants to acquire Shares
as long term investments and proprietary interests in the
Corporation.

    


    2.2                      Participation.  The
Board will, from time to time and in its sole discretion, determine those
Directors, Employees, Consultants (and, when applicable, to a Company wholly
owned by any such Director, Employee or Consultant), if any, to whom Options are
to be granted.  The Board may only grant options to an Employee or
Consultant if such Employee or Consultant is a bona fide Employee or
Consultant of the Corporation or a Subsidiary of the Corporation, as the case
may be.  The Board may, in its sole discretion, grant the majority of
the Options to Insiders of the Corporation.  However, in no case will
the grant of Options under this Plan, together with any proposed or previously
existing Share Compensation Arrangement, result in (in each case, as determined
on the Grant Date):

    


    
      	
               
      

            	
              (a)

            	
              the
      number of Shares reserved for issuance pursuant to stock options granted
      to Insiders exceeding ten
      percent (5%) of the
      Corporation's issued and outstanding Shares (on a non-diluted
      basis);

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      grant to Insiders, within any twelve (12) month period, of Options
      reserving for issuance a number of Shares exceeding in the aggregate ten percent (5%) of the
      Corporation's issued and outstanding Shares (on a non-diluted
      basis);

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      grant to any one (1) Insider, and such Insider's associates, within any
      twelve (12) month period, Options reserving for issuance a number of
      Shares exceeding in the aggregate five percent (5%) of the
      Corporation's issued and outstanding Shares (on a non-diluted basis);
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              the number of Shares reserved
      for issuance pursuant to stock options granted to any one (1) person
      exceeding in the aggregate five percent (5%) of the Corporation's issued
      and outstanding Shares (on a non-diluted
  basis).

            


    

    


    Any
entitlement to acquire Shares granted pursuant to this Plan or any other Share
Compensation Agreement prior to the Optionee becoming an Insider shall be
excluded for the purposes of calculating the limits set out in Subsections
2.2(a), (b) and (c), above.

    


    2.3                      Notification of
Grant.  Following the approval by the Board of the granting of
an Option, the Administrator will notify the Option Holder in writing of the
award and will enclose with such notice the Option Agreement representing the
Option so granted.

    


    2.4                      Copy of Plan.  Each
Option Holder, concurrently with the notice of the award of the Option, will,
upon written request, be provided with a copy of this Plan, and a copy of any
amendment to this Plan will be promptly provided by the Administrator to each
Option Holder.

    


    2.5                      Limitation.  This
Plan does not give any Option Holder that is a Director the right to serve or
continue to serve as a Director of the Corporation, does not give any Option
Holder that is an Employee the right to be or to continue to be employed by the
Corporation and does not give any Option Holder that is a Consultant the right
to be or continue to be retained or engaged by the Corporation as a consultant
for the Corporation.

    


    ARTICLE
III

    TERMS
AND CONDITIONS OF OPTIONS

    


    3.1                      Board to Issue
Shares.  The Shares to be issued to Option Holders upon the
exercise of Options will be previously authorized but unissued Shares in the
capital stock of the Corporation.

    


    3.2                      Number of Shares
Reserved.  Subject to adjustment as provided for in Section 3.8
of this Plan and any subsequent amendment to this Plan, the number of Shares
reserved for issuance and which will be available for purchase pursuant to
Options granted under this Plan shall not exceed 4,846,520 Shares (the "Limit"), being 20% of the
total issued and outstanding on the date of approval of the Plan.  If
any Option expires or otherwise terminates for any reason without having been
exercised in full, the number of Shares in respect of which Option expired or
terminated, as the case may be, shall not be counted towards the Limit, and will
again be available for the purposes of this Plan.

    


    3.3                      Term of
Option.  Subject to Section 3.4, the Expiry Date of an Option
will be the date so fixed by the Board at the time the particular Option is
granted, provided that such date will be no later than the fifth (5th)
anniversary of the Grant Date of such Option.

    


    3.4                      Termination of
Option.  Subject to such other terms or conditions that may be
attached to Options granted hereunder, an Option Holder may exercise an Option
in whole or in part at any time or from time to time during the Exercise
Period.  Any Option or part thereof not exercised within the Exercise
Period will terminate and become null, void and of no effect as of 5:00 p.m.
(Toronto time) on the Expiry Date.  The Expiry Date of an Option will
be the earlier
of the date so fixed by the Board at the time the Option is granted and the date
established, if applicable, in subsections (a) to (c) below:

    


    
      	
               
      

            	
              (a)

            	
              Death of Option
      Holder

            


    

    


    In the
event that the Option Holder should die while he or she is still a Director (if
he or she holds his or her Option as a Director), an Employee (if he or she
holds his or her Option as an Employee) or a Consultant (if he or she holds his
or her Option as a Consultant), the Expiry Date will be the first anniversary of
the Option Holder's date of death.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Ceasing to Hold
      Office

            


    

    


    In the
event that the Option Holder holds his or her Option as a Director of the
Corporation and such Option Holder ceases to be a Director of the Corporation
other than by reason of death, the Expiry Date of the Option will not exceed the
ninetieth (90th) day
following the date the Option Holder ceases to be a Director of the Corporation
unless the Option Holder ceases to be a Director of the Corporation as a result
of:

    


    
      	
               
      

            	
              (i)

            	
              ceasing
      to meet the qualifications of a director set forth in the OBCA;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              an
      ordinary resolution having been passed by the shareholders of the
      Corporation pursuant to subsection 122 of the OBCA;
  or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              an
      order made by any Regulatory Authority having jurisdiction to so
      order,

            


    

    


    in which
case the Expiry Date will be the date the Option Holder ceases to be a Director
of the Corporation.

    


    
      	
               
      

            	
              (c)

            	
              Ceasing to be an
      Employee or Consultant

            


    

    


    In the
event that the Option Holder holds his or her Option as an Employee or
Consultant of the Corporation and such Option Holder ceases to be an Employee or
Consultant of the Corporation other than by reason of death, the Expiry Date of
the Option will not exceed the ninetieth (90th) day
following the Termination Date unless the Option Holder ceases to
be:

    


    
      	
               
      

            	
              (i)

            	
              an
      Employee of the Corporation as a result of termination for Cause;
      or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              an
      Employee or Consultant of the Corporation as a result of an order made by
      any Regulatory Authority having jurisdiction to so
  order,

            


    

    


    in which
case the Expiry Date will be the Termination Date.

    


    
      	
               
      

            	
              (d)

            	
              Bankruptcy

            


    

    


    In the
event that an Option Holder commits an act of bankruptcy or any proceeding is
commenced against an Option Holder under the Bankruptcy and Insolvency Act
(Canada) or other applicable bankruptcy or insolvency legislation in force at
the time of such bankruptcy or insolvency and such proceeding remains
undismissed for a period of thirty (30) days, no Option held by such Option
Holder may be exercised following the date on which such Option Holder commits
such act of bankruptcy or such proceeding remains undismissed, as the case may
be.

    


    Notwithstanding
anything contained in this Plan, in no case will an Option be exercisable after
the tenth (10th)
anniversary of the Grant Date of the Option.

    


    3.5                      Exercise Price.  The
price at which an Option Holder may purchase a Share upon the exercise of an
Option (the "Exercise
Price") will be determined by the Board and set forth in the Option
Agreement issued in respect of such Option and, in any event, will not be less
than the Market Price of the Corporation's Shares calculated as of the Grant
Date.  Notwithstanding anything else contained in this Plan, in no
case will the Market Price be less than the minimum prescribed by each of the
organized trading facilities as would apply to the Grant Date in
question.

    


    3.6                      Additional
Terms.  Subject to all applicable Securities Laws of all
applicable Regulatory Authorities, the Board may attach other terms and
conditions to the grant of a particular Option, such terms and conditions to be
referred to in the Option Agreement at the time of grant.  These terms
and conditions may include, but are not necessarily limited to, the
following:

    


    
      	
               
      

            	
              (a)

            	
              providing
      that an Option expires on a date other than as provided for
      herein;

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              providing
      that a portion or portions of an Option vest after certain periods of time
      or upon the occurrence of certain events, or expire after certain periods
      of time or upon the occurrence of certain
  events;

            


    

    


    
      	
               
      

            	
              (c)

            	
              providing
      that an Option be exercisable immediately, in full, notwithstanding that
      it has vesting provisions, upon the occurrence of certain events, such as
      a friendly or hostile take-over bid for the Corporation;
    and

            


    

    


    
      	
               
      

            	
              (d)

            	
              providing
      that an Option issued to, held by or exercised by an Option Holder who is
      a citizen or resident of the United States of America, and otherwise
      meeting the statutory requirements, be treated as an "Incentive Stock
      Option" as that term is defined for purposes of the United States of
      America Internal Revenue Code of 1986, as
  amended.

            


    

    


    3.7                      Non-Transferability of
Options.  The Options granted hereunder are not assignable,
transferable or negotiable (whether by operation of law or otherwise) and may
not be assigned or transferred, provided however that the Personal
Representative of an Option Holder may, to the extent permitted by Section 4.1
of this Plan, exercise the Option within the Exercise Period.  Upon
any attempt to assign, transfer, negotiate, pledge, hypothecate or otherwise
dispose of or transfer an Option contrary to this Section 3.7 of this Plan, or
upon the levy of any attachment or similar process upon an Option, the Option
and all rights, benefits and privileges arising thereunder or therefrom, at the
sole discretion and election of the Corporation, shall cease and terminate and
be of no further force or affect whatsoever.

    


    3.8                      Adjustments.  If,
prior to the complete exercise of an Option, the Shares are consolidated,
subdivided, converted, exchanged or reclassified or in any way substituted for
(collectively, a "Re-Organization Event"), an
Option, to the extent that it has not been exercised, will be adjusted by the
Board in accordance with such Re-Organization Event in the manner the Board
deems appropriate.  No fractional Shares will be issued upon the
exercise of the Options and accordingly, if as a result of the Re-Organization
Event, an Option Holder would become entitled to a fractional Share, such Option
Holder will have the right to purchase only the next lowest whole number of
Shares and no payment or other adjustment will be made with respect to the
fractional interest so disregarded.

    


    3.9                      No Rights as
Shareholders.  An Option Holder shall not have any rights as a
shareholder of the Corporation with respect to any of the Shares covered by such
Option until the date of issuance of a certificate for Shares upon the due
exercise of such Option, in full or in part, and then only with respect to the
Shares represented by such certificate or certificates.  Without in
any way limiting the generality of the foregoing, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date
such share certificate is issued.

    


    ARTICLE
IV

    EXERCISE
OF OPTION

    


    4.1                      Exercise of
Option.  An Option may be exercised only by the Option Holder
or the Personal Representative of the Option Holder.  Subject to the
provisions of this Plan, an Option Holder or the Personal Representative of an
Option Holder may exercise an Option in whole or in part at any time or from
time to time during the Exercise Period up to 5:00 p.m. (Toronto time) on the
Expiry Date by delivering to the Administrator an Exercise Notice, the
applicable Option Agreement and a certified cheque or bank draft payable to
"Eagleford Energy
Inc. " in an amount equal to the aggregate Exercise Price of the
Shares to be purchased pursuant to the exercise of the Option.

    


    4.2                      Issue of Share
Certificates.  As soon as practicable following the receipt of
the Exercise Notice and the certified cheque or bank draft referred to in
Section 4.1, the Administrator will cause to be delivered to the Option Holder a
certificate for the Shares so purchased.  If the number of Shares so
purchased is less than the number of Shares subject to the Option Agreement, the
Option Holder will surrender the Option Agreement to the Corporation and the
Administrator will forward a new Option Agreement to the Option Holder
concurrently with delivery of the Share certificate for the balance of Shares
available under the Option.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.3                      Condition of
Issue.  The Options and the issue of Shares by the Corporation
pursuant to the exercise of Options are subject to the terms and conditions of
this Plan and compliance with the rules and policies of all applicable
Regulatory Authorities to the granting of such Options and to the issuance and
distribution of such Shares, and to all applicable Securities
Laws.  The Option Holder agrees to comply with all such laws,
regulations, rules and policies and agrees to furnish to the Corporation any
information, reports or undertakings required to comply with and to fully
cooperate with the Corporation in complying with such laws, regulations, rules
and policies.  Notwithstanding any of the provisions contained in this
Plan or in any Option, the Corporation's obligation to issue Shares to an Option
Holder pursuant to the exercise of any Option granted under the Plan shall be
subject to:

    


    
      	
               
      

            	
              (a)

            	
              completion
      of such registration or other qualification of such Shares or obtaining
      approval of such Regulatory Authority as the Corporation shall determine
      to be necessary or advisable in connection with the authorization,
      issuance or sale thereof;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      admission of such Shares to listing on any stock exchange on which the
      Shares may then be listed;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      receipt from the Option Holder of such representations, warranties,
      agreements and undertakings, as the Corporation determines to be necessary
      or advisable in order to safeguard against the violation of the Securities
      Laws of any jurisdiction; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      satisfaction of any conditions on exercise prescribed pursuant to Section
      3.6 and Article 5 of this Plan.

            


    

    


    ARTICLE
V

    ADMINISTRATION

    


    5.1                      Administration.  This
Plan will be administered by the Administrator on the instructions of the
Board.  The Board may make, amend and repeal at any time and from time
to time such regulations not inconsistent with this Plan as it may deem
necessary or advisable for the proper administration and operation of this Plan
and such regulations will form part of this Plan.  The Board may
delegate to the Administrator or any director or other senior officer or
employee of the Corporation such administrative duties and powers as it may see
fit.

    


    5.2                      Board Powers.  The
Board shall have the power, where consistent with the general purpose and intent
of this Plan and subject to the specific provisions of this Plan:

    


    
      	
               
      

            	
              (a)

            	
              to
      establish policies and to adopt rules and regulations for carrying out the
      purposes, provisions and administration of this
  Plan;

            


    

    


    
      	
               
      

            	
              (b)

            	
              to
      interpret and construe this Plan and to determine all questions arising
      out of this Plan or any Option, and any such interpretation, construction
      or determination made by the Board shall be final, binding and conclusive
      for all purposes;

            


    

    


    
      	
               
      

            	
              (c)

            	
              to
      determine the number of Shares reserved for issuance by each
      Option;

            


    

    


    
      	
               
      

            	
              (d)

            	
              to
      determine the Exercise Price of each
Option;

            


    

    


    
      	
               
      

            	
              (e)

            	
              to
      determine the time or times when Options will be granted and
      exercisable;

            


    

    


    
      	
               
      

            	
              (f)

            	
              to
      determine if the Shares which are issuable on the due exercise of an
      Option will be subject to any restrictions upon the due exercise of such
      Option; and

            


    

    


    
      	
               
      

            	
              (g)

            	
              to
      prescribe the form of the instruments and certificates relating to the
      grant, exercise and other terms of
Options.

            


    

    


    5.3                      Board
Discretion.  The Board may, in its discretion, require as
conditions to the grant or exercise of any Option that the Option Holder shall
have:

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              (a)

            	
              represented,
      warranted and agreed in form and substance satisfactory to the Corporation
      that the Option Holder is acquiring and will acquire such Option and the
      Shares to be issued upon the exercise thereof or, as the case may be, is
      acquiring such Shares, for his, her or its own account, for investment and
      not with a view to or in connection with any distribution, that the Option
      Holder has had access to such information as is necessary to enable him,
      her or it to evaluate the merits and risks of such investment and that the
      Option Holder is able to bear the economic risk of holding such Shares for
      an indefinite period;

            


    

    


    
      	
               
      

            	
              (b)

            	
              agreed
      to restrictions on transfer in form and substance satisfactory to the
      Corporation and to an endorsement on any option agreement or certificate
      representing the Shares making appropriate reference to such restrictions;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              agreed
      to indemnify the Corporation in connection with the
    foregoing.

            


    

    


    5.4                      Board
Requirements.  Any Option granted under this Plan shall be
subject to the requirement that, if at any time counsel to the Corporation shall
determine that the listing, registration or qualification of the Shares issuable
upon due exercise of such Option upon any securities exchange or under any
Securities Laws of any jurisdiction, or the consent or approval of Regulatory
Authority, is necessary as a condition of, or in connection with, the grant or
exercise of such Option or the issuance or purchase of Shares thereunder, such
Option may not be accepted or exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board.  Nothing herein shall
be deemed to require the Corporation to apply for or to obtain such listing,
registration, qualification, consent or approval.

    


    5.5                      Interpretation.  The
interpretation by the Board of any of the provisions of this Plan and any
determination by it pursuant thereto will be final and conclusive and will not
be subject to any dispute by any Option Holder.  No member of the
Board or any individual acting pursuant to authority delegated by it hereunder
will be liable for any action or determination in connection with this Plan made
or taken in good faith and each member of the Board and each such individual
will be entitled to indemnification with respect to any such action or
determination in the manner provided for by the Corporation.

    


    ARTICLE
VI

    AMENDMENT
AND TERMINATION

    


    6.1                      Prospective Amendment and
Termination.  The Board may amend or terminate the Plan at any
time upon receipt of requisite regulatory approval including, without
limitation, the approval of the Exchange, provided, however, that no such
amendment may increase the maximum number of Shares that may be optioned under
the Plan, change the manner of determining the minimum Option Price or, without
the consent of the Optionee, alter or impair any of the terms of any Option
previously granted to an Optionee under the Plan. Any amendments to the terms of
an Option shall also require regulatory approval, including without limitation,
the approval of the Exchange.

    


    6.2                      Retrospective
Amendment.  The Board may from time to time retrospectively
amend this Plan and, with the consent of the affected Option Holders,
retrospectively amend the terms and conditions of any Options that have been
previously granted.

    


    6.3                      Sale of Corporation, Extension of
Expiration Date, Non-Applicability of Termination of Employment
Provisions.  Notwithstanding anything contained to the contrary
in this Plan or in any resolution of the Board in implementation
thereof:

    


    
      	
               
      

            	
              (a)

            	
              in
      the event the Corporation proposes to amalgamate, merge or consolidate
      with any other corporation (other than a wholly-owned Subsidiary) or to
      liquidate, dissolve or wind-up, or in the event an offer to purchase or
      repurchase the Shares of the Corporation or any part thereof shall be made
      to all or substantially all holders of Shares of the Corporation, the
      Corporation shall have the right, upon written notice thereof to each
      Option Holder holding Options under the Plan, to permit the exercise of
      all such Options within the twenty (20) day period next following the date
      of such notice and to determine that upon the expiration of such twenty
      (20) day period, all rights of the Option Holders to such Options or to
      exercise same (to the extent not theretofore exercised) shall ipso facto terminate
      and cease to have further force or effect
  whatsoever;

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              in
      the event of the sale by the Corporation of all or substantially all of
      the assets of the Corporation as an entirety or substantially as an
      entirety so that the Corporation shall cease to operate as an active
      business, any outstanding Option may be exercised as to all or any part of
      the Optioned Shares in respect of which the Option Holder would have been
      entitled to exercise the Option in accordance with the provisions of the
      Plan at the date of completion of any such sale at any time up to and
      including, but not after the earlier of: (i) the close of business on that
      date which is thirty (30) days following the date of completion of such
      sale; and (ii) the close of business on the Expiry Date of the Option; but
      the Option Holder shall not be entitled to exercise the Option with
      respect to any other Shares;

            


    

    


    
      	
               
      

            	
              (c)

            	
              subject
      to the rules of any relevant Regulatory Authority, the Board may, by
      resolution, extend the Expiration Date of any Option.  The Board
      shall not, in the event of any such advancement or extension, be under any
      obligation to advance or extend the date on or by which Options may be
      exercised by any other Option Holder;
and

            


    

    


    
      	
               
      

            	
              (d)

            	
              the
      Board may, by resolution, but subject to requirements of applicable
      Regulatory Authorities and Securities Laws, decide that any of the
      provisions hereof concerning the effect of termination of the Option
      Holder's employment shall not apply to any Option Holder for any reason
      acceptable to the Board.

            


    

    


    Notwithstanding
the provisions of this Section 6.3, should changes be required to the Plan by
any Regulatory Authority of any jurisdiction to which this Plan or the
Corporation now is or hereafter becomes subject, such changes shall be made to
the Plan as are necessary to conform with such requirements and, if such changes
are approved by the Board, the Plan, as amended, shall be filed with the records
of the Corporation and shall remain in full force and effect in its amended form
as of and from the date of its adoption by the Board.

    


    6.4                      Regulatory Authority
Approval.  This Plan and any amendments hereto are subject to
all necessary approvals of the applicable Regulatory Authorities.

    


    6.5                      Disinterested Shareholder
Approval.  Disinterested Shareholder approval must be obtained
if the number of Shares reserved for issuance under the Plan to be granted to
Insiders exceeds ten percent
(10%) of the issued and outstanding Shares, if the grant of Options to
Insiders, within any twelve (12) month period, exceeds ten percent (10%) of the
Corporation's issued and outstanding Shares, or if the number of Shares reserved
for issuance to any one (1) person exceeds five percent (5%) of the issued and
outstanding Shares.

    


    6.6                      Agreement.  The
Corporation and every Option granted hereunder will be bound by and subject to
the terms and conditions of this Plan.  By accepting an Option granted
hereunder, the Option Holder has expressly agreed with the Corporation to be
bound by the terms and conditions of this Plan.

    


    6.7                      Effective Date of
Plan.  Upon approval by the shareholders of the Corporation in
accordance with the OBCA, and by acceptance by the Exchange (if the Shares are
listed or posted on an Exchange and such acceptance is required), this Plan
shall be deemed to be effective as of the Effective Date.  Any Options
granted prior to such approval and acceptance(s) shall be conditional upon such
approval and acceptance(s) being given and no such Options may be exercised
unless such approval and acceptance is given.

    


    6.8                      Governing
Law.  This Plan
and all matters to which reference is made herein shall be governed by and
interpreted in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    EXHIBIT
"I"

    


    Unless
otherwise defined, all capitalized terms used herein will have the meanings
specified in the stock option plan adopted by Eagleford Energy Inc. effective as
of February 9, 2010 (the "Plan").

    


    OPTION
AGREEMENT

    


    THIS AGREEMENT made as of
[·, 20[· (the "Effective Date").

     

    BETWEEN:

     

    EAGLEFORD ENERGY INC., a
corporation incorporated pursuant to the laws of Ontario,

     

    (the
"Corporation")

     

    OF THE
FIRST PART

     

    - and
-

     

    [·o,

     

    (the
"Optionee")

     

    OF THE
SECOND PART.

    


    For good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto), the Corporation and the Optionee
hereby agree as follows:

    


    1.
                   
   Grant of
Option

    


    1.1                      The
Corporation hereby grants to the Optionee pursuant to the terms of the Plan the
right and option (the "Option") to purchase all or
any part of an aggregate of up to [·o
Shares at a purchase price of $[·o
per Share expiring on [·o
and on the terms and conditions set forth herein and therein.

    


    2. 
                  
   Vesting

    


    2.1                      Notwithstanding
Section 1 above or any other provision of this Agreement, legal and beneficial
title to the Option granted to the Optionee hereunder, in respect of the Shares
and all rights, privileges and benefits arising and flowing therefrom or to
arise or flow therefrom hereafter, shall vest in the Optionee and the Optionee
shall be entitled to exercise said Option to purchase the Shares only in the
proportion and on the dates (the "Vesting Dates") set out below,
provided that the Optionee is a [Consultant or Employee or
Director] of the Corporation on such Vesting Date (and has been a [Consultant or Employee or
Director] of the Corporation continuously from the date
hereof):

    


    
      
        
          
            
              
                
                  	
                          Vesting Date

                        	 	
                          Number of Shares subject to the

                          Option

                        	 	
                          Exercise Price

                        
	
                          ●

                        	 	
                          ●

                        	 	
                          ●

                        
	
                          ●

                        	 	
                          ●

                        	 	
                          ●

                        
	
                          ●

                        	 	
                          ●

                        	 	
                          ●

                        
	
                          ●

                        	 	
                          ●

                        	 	
                          ●

                        
	
                          Total:

                        	 	
                          ●

                        	 	
                          ●

                        


                

              

            

          

        

      

    

     

    
      3.                  
     Exercise
of Option

    

     

    3.1                      Subject
to the provisions of this Agreement, including, without limitation, Section 2
above, the Option may be exercised from time to time prior to the Expiry Time
(as hereinafter defined) by delivery to the Corporation at its registered office
of an executed Exercise Notice (attached hereto as Exhibit "I") addressed to the
President of the Corporation specifying the number of Shares with respect to
which the Option is being exercised and accompanied by payment in full, by cash
or certified cheque, of the purchase price of the Shares then being
purchased.  Subject to any provisions of this Agreement to the
contrary, certificates for such Shares shall be issued and delivered to the
Optionee within a reasonable time following the receipt of such notice and
payment.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    3.2                      Notwithstanding
any provisions contained in this Agreement, the Corporation's obligation to
issue Shares to the Optionee pursuant to the exercise of the Option shall be
subject to:  (i)  receipt of any required shareholder
approval; (ii)  completion of such registration or other qualification
of such Shares or obtaining approval of such governmental or regulatory
authority as the Corporation shall determine to be necessary or advisable in
connection with the authorization, issuance or sale
thereof;  (iii)  the admission of such Shares to listing on
any stock exchange or market on which the Shares may then be listed; (iv) the
receipt from the Optionee of such representations, warranties, agreements and
undertakings as the Corporation determines to be necessary or advisable in order
to safeguard against the violation of the securities laws of any jurisdictions;
and (v) compliance with the terms and conditions of the Plan.  Nothing
contained in this Agreement shall be deemed to require the Corporation to apply
for or obtain any such registration, qualification, approval or listing referred
to above.  The Optionee hereby acknowledges and agrees that he has had
access to such information as is necessary to enable him to evaluate the merits
and risks of acquiring Shares pursuant to the exercise of the Option and that he
is able to bear the economic risk of holding such Shares for an indefinite
period.

     

    
      4.                 
      No
Assignment

    

     

    4.1                      The
Option is personal to the Optionee and non-assignable (whether by operation of
law or otherwise).  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of the Option contrary to the provisions of
this Agreement, or upon the levy of any attachment or similar process upon the
Option, the Option shall, at the election of the Corporation, cease and
terminate and be of no further force or effect whatsoever.

     

    
      5.                  
     Expiration

    

     

    5.1                      Subject
to the terms and conditions set out in this Agreement, including the vesting
conditions set out in Section 2 above and the termination provisions set out in
Section 6 below, the Optionee shall have the right
to exercise the Option with respect to all or any part of the Shares to the
extent vested at any time or from time to time after the date hereof and prior
to the close of business on [· (the "Expiry Time"). On the Expiry
Time, the Option shall forthwith expire and terminate and be of no further force
or effect whatsoever with respect to the unexercised balance of the Shares
available under the Option, whether vested or not.

     

    
      6.                    
   Termination
of Employment; Death; Bankruptcy

    

     

    6.1                      Subject
to the provisions of this Agreement and this Section 6 and to any express
resolution passed with respect to the Option by the Board of Directors of the
Corporation (the "Board") or by any committee of
the Board established by the Board to administer the Plan (the "Committee"), the Option and
all rights to purchase Shares pursuant thereto shall immediately expire, except
to the extent vested in which case they shall expire and terminate on the [●] day following the date the
Optionee ceases to be a ["Consultant" or "Employee" or "Director"] within the meaning
of Section 1.1 of the Plan.

     

    6.2                      Subject
to the provisions of this Agreement and this Section 6, if the Optionee shall
die prior to the full exercise of the Option, his Personal Representatives,
heirs or legatees may, at any time within twelve (12) months after the
date of such death, exercise the Option with respect to the unexercised balance
of the Shares to the extent vested, subject to the terms of the Option but only
to the same extent to which the Optionee could have exercised the Option
immediately before the date of such death.  In no event, however,
shall the Option be exercisable after the Expiry Time.

     

    6.3                      In
the event that the Optionee commits an act of bankruptcy or any proceeding is
commenced against the Optionee under the Bankruptcy and Insolvency Act
(Canada) or other applicable bankruptcy or insolvency legislation in force at
the time of such bankruptcy and such proceeding remains undismissed for a period
of thirty (30) days, the Option may not be exercised following the date on which
the Optionee commits such act of bankruptcy or such proceeding remains
undismissed, as the case may be.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
       

      7.                
       Rights as
a Shareholder

    

     

    7.1                      An
Optionee shall not have any rights as a shareholder of the Corporation with
respect to any of the Shares subject to the Option until the date of issuance of
a certificate for such Shares upon the exercise of the Option, in full or in
part, and then only with respect to the Shares represented by such certificate
or certificates.  Without in any way limiting the generality of the
foregoing, no adjustment shall be made for dividends or other rights for which
the record date is prior to the date such share certificate is
issued.

     

    
      8.                  
     Inconsistency
with Plan

    

     

    8.1                      The
parties hereto agree that in the event this Agreement is inconsistent with the
Plan the Plan shall prevail.

     

    
      9.                    
   Certain
Adjustments

    

     

    9.1                      In
the event that the Shares are at any time changed or affected as a result of the
declaration of a stock dividend thereon or their subdivision or consolidation,
the number of Shares reserved for the Option shall be adjusted accordingly by
the Board or the Committee to such extent as they deem proper in their
discretion.  In such event, the number of, and the price payable for,
the Shares that are then subject to the Option may also be adjusted by the Board
or the Committee to such extent, if any, as they deem proper in their
discretion.

     

    9.2                      If
at any time after the date of this Agreement and prior to the expiration of the
term of the Option, the Shares shall be reclassified, reorganized or otherwise
changed, otherwise than as specified in Section 8.1 of this Agreement or,
subject to the provisions of subsection 10.1(a) of this Agreement, the
Corporation shall consolidate, merge or amalgamate with or into another
corporation (the corporation resulting or continuing from such consolidation,
merger or amalgamation being herein called the "Successor Corporation"), the
Optionee shall be entitled to receive upon the subsequent exercise of the Option
in accordance with the terms of this Agreement and shall accept in lieu of the
number of Shares to which he was theretofore entitled upon such exercise but for
the same aggregate consideration payable therefor, the aggregate number of
shares of the appropriate class and/or other securities of the Corporation or
the Successor Corporation (as the case may be) and/or other consideration from
the Corporation or the Successor Corporation (as the case may be) that the
Optionee would have been entitled to receive as a result of such
reclassification, reorganization or other change or, subject to the provisions
of subsection 9.1 of this Agreement, as a result of such consolidation, merger
or amalgamation, if on the record date of such reclassification,
reorganization  or other change or the effective date of such
consolidation, merger or amalgamation, as the case may be, he had been the
registered holder of the number of Shares to which he was theretofore entitled
upon such exercise.

     

    
      10.                    Amendments
to the Option

    

     

    
      10.1                  Notwithstanding
anything to the contrary contained in
this  Agreement:

    

     

    
      	
               
      

            	
              (a)

            	
              in
      the event the Corporation proposes to amalgamate, merge or consolidate
      with any other corporation (other than a wholly-owned Subsidiary) or to
      liquidate, dissolve or wind-up, or in the event an offer to purchase or
      repurchase the Shares or any part thereof shall be made to all or
      substantially all holders of the Shares, the Corporation shall have the
      right, upon written notice thereof to the Optionee, to permit the exercise
      of the Option within the twenty (20) day period
      next following the date of such notice and to determine that upon the
      expiration of such twenty
      (20) day period, all rights of the Optionee to the Option or to
      exercise same (to the extent not theretofore exercised) shall ipso facto
      terminate and cease to have further force or effect
      whatsoever;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the event of the sale by the Corporation of all or substantially all of
      the assets of the Corporation as an entirety or substantially as an
      entirety so that the Corporation shall cease to operate as an active
      business, the Option may be exercised as to all or any part of the Shares
      subject to the Option in respect of which the Optionee would have been
      entitled to exercise the Option in accordance with the provisions of this
      Agreement at the date of completion of any such sale at any time up to and
      including, but not after the earlier of: (i) the close of business on that
      date which is thirty (30) days following the date of completion of such
      sale; and (ii) the close of business on the expiration date of the Option;
      but the Optionee shall not be entitled to exercise the Option with respect
      to any other Shares; and

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              subject
      to the rules of any relevant stock exchange or other regulatory authority,
      the Board may, by resolution, advance the date on which any Option may be
      exercised or extend the expiration date of the
  Option.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Optionee hereby acknowledges and agrees that the Board may at any time by
      resolution terminate the Plan.  In such event, the Option if
      vested and outstanding may be exercised by the Optionee after the date on
      which the Corporation shall have notified the Optionee of the termination
      of the Plan, but only to the same extent as the Optionee could have
      exercised the Option immediately prior to the date of such
      notification.

            


    

     

    
      11.                   
Notice

    

     

    11.1                  All
communications and payments provided for under this Agreement shall be in
writing and shall be deemed to be given when delivered in person or deposited in
the mail, first class, certified or registered, return receipt requested, with
proper postage prepaid and,

     

    
      	
               
      

            	
              (a)

            	
              if
      to the Optionee, addressed to:

            


    

     

    ●

    Phone
No.:                      [·o

    Fax
No.:  [·o

     

    
      	
               
      

            	
              (b)

            	
              if
      to the Corporation, addressed to:

            


    

     

    Eagleford
Energy Inc.

    1
King Street West

    Suite
1505

    Toronto,
Ontario

    M5H
1A1
 

    
      	
               
      

            	
              Attention:

            	
              President

            


    

    
      	
               
      

            	
              Phone
      No.:

            	
              416-364-4039

            


    

    
      	
               

            	
              Fax
      No.: 

            	
              416-364-8244
      

            


    

    


    in either
case with a copy to:

     

    WeirFoulds
LLP

    The
Exchange Tower,

     Suite
1600

    130 King
Street West

    Toronto,
ON  M5X 1J5

    
      	
               
      

            	
              Attention:

            	
              Wayne
      Egan

            


    

    
      	
               
      

            	
              Phone
      No.

            	
              416-947-5086

            


    

    
      	
               

            	
              Fax
      No.

            	
              416-365-1876

            


    

    


    
      12.                    Time of
Essence

    

     

    12.1                  Time
shall be of the essence of this Agreement and each and every part
hereof.

     

    
      13.                    Binding
Effect

    

     

    13.1                  This
Agreement shall enure to the benefit of and be binding upon the parties hereto,
the successors of the Corporation and the executor, administrator, heirs and
personal representatives of the Optionee.  This Agreement shall not be
assignable by the Optionee.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
       

      14.                    Headings

    

     

    14.1                  The
section headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.

     

    
      15.                    Amendment

    

     

    15.1                  This
Agreement may be amended only by a written instrument signed by each of the
parties hereto.

     

    
      16.                    Governing
Law

    

     

    16.1                  This
Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.

     

    
      17.                    Duplicate
Originals

    

     

    17.1                  It
is hereby acknowledged by the parties hereto that this Agreement has been signed
in duplicate only, one (1) original executed copy delivered to the Optionee and
one (1) delivered to the Corporation.

     

    18.                    Paramountcy

     

    18.1                  To
the extent there is any inconsistency or ambiguity between this Agreement and
any other employment or consulting agreement, the terms of this Agreement shall
govern to the extent of such inconsistency or ambiguity.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF the parties
hereto have executed this Agreement on the date first above
written.

     

    
      	
              SIGNED, SEALED & DELIVERED

            	 
      	
              )

            	
              EAGLEFORD ENERGY INC.

            	 
      
	
              in the presence of

            	 
      	
              )

            	 
      	 
      
	 
      	 
      	
              )

            	 
      	 
      
	 
      	 
      	
              )

            	
              Per: ________________________________

            	 
      
	 
      	 
      	
              )

            	
              Name:

            	 
      
	 
      	 
      	
              )

            	
              Title:

            	 
      
	 
      	 
      	
              )

            	 
      	 
      
	 
      	 
      	
              )

            	 
      	 
      
	 
      	 
      	
              )

            	 
      	 
      
	
              ___________________________________

            	 
      	
              )

            	
              __________________________________

            	 
      
	
              Witness:

            	 
      	 
      	
              ●

            	 
      


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    EXERCISE
NOTICE

    


    
      	
              TO:

            	
              EAGLEFORD ENERGY
      INC.

            


    

    


    
      	
              AND TO:

            	
              THE BOARD OF DIRECTORS
      THEREOF

            


    

    


    Unless
otherwise defined herein, all capitalized terms will have the meanings specified
in the stock option plan adopted by Eagleford Energy Inc. effective as February
9, 2010.

    


    The
undersigned holder of the Options evidenced by the Option Agreement hereby
subscribes for ____________________ Shares of the Corporation pursuant to such
Options exercisable at an aggregate exercise price of Cdn$____________________
until the Expiry Time (or such other price as is determined pursuant to the
Option Agreement) on the terms specified in such Option Agreement and enclosed
herewith a certified cheque, bank draft or money order payable to the order of
the Corporation in payment therefor.

    


    The
undersigned hereby irrevocably directs that the said Shares be issued in the
name of the undersigned and delivered as follows:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name(s) in Full

                                      	 	
                                        Address(es)

                                      	 	
                                        SIN Number

                                        (if applicable)

                                      	 	
                                        Number(s) of

                                        Common Shares

                                      	 	
                                        Taxpayer

                                        Identification

                                        Number (if

                                        applicable)

                                      
	
                                         

                                      	 	
                                         

                                      	 	
                                         

                                      	 	
                                         

                                      	 	
                                         

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    (Please
print full name in which Share certificates are to be issued.  If any
Shares are to be issued to a person or persons other than the holder, the holder
must pay to the Corporation all eligible transfer taxes or other government
charges.)

     

    DATED
this __________ day of ____________________, 20_____.

     

    ______________________________

    ______________________________

    Signature
Guaranteed

    Signature
of Subscriber

    ______________________________

    Name of
Subscriber

    ______________________________

    Address
of Subscriber

    ______________________________

     

    
      	
               ̈

            	
              Please
      check if the Share certificates are to be delivered at the office where
      this Exercise Notice is surrendered, failing which the certificates will
      be mailed.

            


    

     

    
      	
               ̈

            	
              Certificates
      will be delivered or mailed only after the transfer books of the
      Corporation have been opened for five (5) business days after the due
      surrender of the Exercise Notice as
aforesaid.

            


    


    
      
         


      

      
        17