EXHIBIT
4.9




ASSET
PURCHASE AGREEMENT




ASSET
PURCHASE AGREEMENT, dated as of May 12, 2010 (the “Agreement”), between Eagleford
Energy Inc., an Ontario, Canada corporation (“Buyer”) and Source Rework
Program, Inc., a California corporation (the “Seller”).




WHEREAS,
Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller
for two hundred thousand US dollars ($200,000 USD), 100% of Seller’s rights,
title and interest in and to the properties described in Exhibit A hereto
(collectively, the “Assets”)and Buyer has agreed
to purchase the Assets from Seller; and




WHEREAS,
the parties desire that Seller sell, assign, transfer, convey and deliver to
Buyer, and that Buyer purchase and acquire from the Seller, all of the rights,
title and interest of the Seller in and to the Assets, upon the terms and
subject to the conditions of this Agreement.




NOW,
THEREFORE, in consideration of the foregoing premises and the respective
representations and warranties, covenants and agreements contained herein, the
parties hereto agree as follows:




ARTICLE
I


PURCHASE
AND SALE




1.1          Purchase and Sale of the
Assets.  Upon the terms and subject to the conditions of this
Agreement, at the Closing, as such term is defined in this Agreement, Seller
shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall
purchase, acquire and accept from the Seller, the entire rights, title and
interest of Seller in, and to the Assets, including but not limited to the
following:




(a)          All
rights, title and interest of Seller in and to the oil, gas and/or mineral
leases described on Exhibit A hereto (and any ratifications and/or amendments to
such leases, whether or not such ratifications or amendments are described on
Exhibit A);




(b)          Without
limitation of the foregoing, all other rights, title and interest (of whatever
kind or character, whether legal or equitable, and whether vested or contingent)
of Seller in and to the lands described on Exhibit A hereto or described in any
of the leases described on Exhibit A (including, without limitation, interests
in oil, gas and/or mineral leases, overriding royalties, production payments,
net profits interests, fee mineral interests, fee royalty interests and other
interests insofar as they cover such lands);




(c)          All
rights, title and interest of Seller in and to, or otherwise derived from, (i)
all oil, gas and/or mineral unitization, pooling, and/or communitization
agreements, declarations and/or orders; (ii) to the extent the same create
rights among the parties thereto to share in production from the contract areas
covered thereby, operating and similar agreements; (iii) all other contracts and
agreements of Seller relating to the Assets; and (iv) all amendments or
modifications of the foregoing, which relate to the properties described in
subsections (a) and (b) above;




(d)          All
rights, title and interest of Seller in and to all presently existing and valid
production sales contracts, operating agreements, rights of way, and other
agreements and contracts which relate to any of the properties described in
subsections (a), (b) and (c) above, to the extent, and only to the extent, such
rights, titles and interests are attributable to the properties described in
subsections (a), (b) and (c) above; and


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(e)          All
rights, title and interest of Seller in and to all materials, supplies,
machinery, equipment, improvements and other personal property and fixtures
(including, but not by way of limitation, all wells, wellhead equipment, pumping
units, flowlines, tanks, buildings, injection facilities, saltwater disposal
facilities, compression facilities, gathering systems, and other equipment)
located on the properties described in subsections (a), (b) and (c) above and
used in connection with the exploration, development, operation or maintenance
thereof.




1.2          Purchase
Price.




(a)          The
purchase price for the Assets (the “Purchase Price”), which shall
be payable at Closing as hereinafter defined, shall be two hundred thousand US
dollars ($200,000) payable as follows:




(i)           twenty-five
thousand US dollars ($25,000 USD) in cash; and




(ii)          one
hundred seventy-five thousand US dollars by way of Buyer’s Secured Promissory
Note (the “Note”), in
the form attached hereto as Exhibit B.




1.3          Secured Promissory
Note.




(a)          Buyer’s
Note in favor of Seller in the amount of one hundred seventy-five thousand US
dollars shall be secured by the Assets until repaid in full and shall bear
interest at the rate of 5% per annum.  $100,000 of the principal
amount of the Note together with all accrued interest due on the Note shall be
due and payable on December 31, 2010. $75,000 of the principal amount of the
Note together with all accrued interest due on the Note shall be due and payable
on June 30, 2011.




(b)          As
security for the full and timely payment of the Note in accordance with the
terms of the Note and the performance of the obligations of the Buyer under the
Note and this Agreement, Buyer agrees that the Seller shall have, and the Buyer
grants and conveys to and creates in favor of the Seller, a security interest
under the Uniform Commercial Code in and to the Assets.  The security
interest granted to the Seller in this Agreement shall be a first priority
security interest, prior and superior to the rights of all third parties
existing on the date of issuance of the Note. After the date of issuance of the
Note and at all times while the Note remains outstanding, Buyer may not issue
debt that contains equal or superior security interests in the Assets without
the express written consent of the Seller.




(c)          Buyer
shall cooperate with the Seller, at Buyer’s expense, in perfecting the Seller’s
security interest in the Assets, including the execution of any financing
statements.




(d)          Buyer
represents that it shall defend the Assets against the claims and demands of all
persons, firms and entities whomsoever. Assuming the Seller has taken all
required action to perfect a security interest in the Assets as provided by the
Uniform Commercial Code, the Buyer represents and warrants that the Seller will
have, a first priority perfected security interest in the Assets, prior and
superior to the rights of all third parties in the Assets existing on the date
of the issuance of the Note or arising after the date of the issuance of the
Note. Except as permitted by this Agreement, Buyer covenants and agrees that it
shall not, without the prior written consent of the Seller, (i) grant or create
or permit to attach or exist any mortgage, pledge, lien, charge or other
encumbrance, or security interest on, of or in any of the Assets or any portion
of the Assets except those in favor of the Seller or existing liens on the
Assets which have been disclosed to the Buyer by the Seller in writing (“Permitted Liens”), (ii) permit
any levy or attachment to be made against the Assets or any portion of the
Assets, except those subject to the Permitted Liens, or (iii) permit any
financing statements to be on file with respect to any of the Assets, except
financing statements in favor of the Seller or those with respect to the
Permitted Liens.  Buyer shall faithfully preserve and protect the
Seller’s security interest in the Assets and shall, at its own cost and expense,
cause, or assist the Seller to cause, that security interest to be perfected and
continue perfected so long as the Note or any portion of the Note is outstanding
or unpaid.  For purposes of the perfection of the Seller’s security
interest in the Assets in accordance with the requirements of this Agreement,
Buyer shall, from time to time at the request of the Seller, file or record, or
cause to be filed or recorded, such instruments, documents and notices,
including assignments, financing statements and continuation statements, as the
Seller may reasonably deem necessary or advisable, from time to time, in order
to perfect and continue perfected such security interest.  Buyer shall
do all such other acts and things and shall execute and deliver all such other
instruments and documents, including further security agreements, pledges,
endorsements, assignments and notices, as the Seller in its discretion may
reasonably deem necessary or advisable from time to time in order to perfect and
preserve the priority of such security interest as a first lien security
interest in the Assets prior to the rights of all third persons, firms and
entities, subject to the Permitted Liens and except as may be otherwise provided
in this Agreement.


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(e)          If
any one or more of the Events of Default, as such term is defined in the Note
(including the passage of applicable cure periods provided for in the Note)
shall occur or shall exist, the Seller may then or at any time thereafter, so
long as such default shall continue, foreclose the lien or security interest in
the Assets in any way permitted by law, or upon 30 days prior written notice to
the Buyer, sell any or all of the Assets at private sale at any time or place in
one or more sales, at such price or prices and upon such terms, either for cash
or on credit, as the Seller, in its sole discretion, may elect, or sell any or
all Assets at public auction, either for cash or on credit, as the Seller, in
its sole discretion, may elect, and at any such sale, the Seller may bid for and
become the purchaser of any or all of such Assets. Pending any such action the
Seller may liquidate the Assets.




(f)        
  If any one or more of the Events of Default, as such term is defined
in the Note (including the passage of applicable cure periods provided for in
the Note) shall occur or shall exist, the Seller may then, or at any time
thereafter, so long as such default shall continue, grant extensions to, or
adjust claims of, or make compromises or settlements with, debtors, guarantors
or any other parties with respect to the Assets or any securities, guarantees or
insurance applying thereon, without notice to or the consent of Buyer, without
affecting Buyer’s liability under this Agreement or the Note.  Buyer
waives notice of acceptance, of nonpayment, protest or notice of protest of any
accounts or chattel paper or any of its contract rights and any other notices to
which the Buyer may be entitled.




(g)          If
any one or more of the Events of Default, as such term is defined in the Note
(including the passage of applicable cure periods provided for in the Note)
shall occur or shall exist and be continuing, then in any such event, the Seller
shall have such additional rights and remedies in respect of the Assets or any
portion thereof as are provided by the Uniform Commercial Code and such other
rights and remedies in respect thereof which it may have at law or in equity or
under this Agreement.




(h)          The
Seller shall apply the proceeds of any sale or liquidation of the Assets, first
to the payment of the reasonable costs and expenses incurred by the Seller in
connection with such sale or collection, including without limitation reasonable
attorneys’ fees and legal expenses, second to the payment of the Note, whether
on account of principal or interest or otherwise as the Seller, in its sole
discretion, may elect, and then to pay the balance, if any, to the Buyer or as
otherwise required by law.  If such proceeds are insufficient to pay
the amounts required by law, it shall be liable for any deficiency.




1.4           Adjustments to Purchase
Price.  Possession of the Assets shall be transferred from
Seller to Buyer at the Closing. Seller shall be entitled to any amounts realized
from and accruing to the Assets prior to the Closing Date, and shall be liable
for the payment of all expenses attributable to the Assets prior to the Closing
Date.  Buyer shall be entitled to any amounts realized from and
accruing to the Assets and arising subsequent to the Closing Date, and shall be
liable for the payment of all expenses attributable to the Assets subsequent to
the Closing Date. Payments required to be made by Buyer or Seller hereunder
shall be made promptly, as and when determined.


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ARTICLE
II


REPRESENTATIONS,
WARRANTIES AND COVENANTS




2.1          Representations, Warranties
and Covenants of Seller.  Seller hereby represents, warrants
and covenants to Buyer effective the date hereof and through and as of Closing,
that:




(a)          Seller’s
entry into this Agreement does not violate any agreement with, or rights of, any
other party;




(b)          Seller
shall honor and timely, properly and completely fulfill every obligation imposed
upon it herein;




(c)          Seller
holds any and all rights necessary to perform its obligations under this
Agreement;




(d)          Seller
knows of no pending litigation adversely affecting its rights in and/or to the
Assets;




(e)          Seller
is a California corporation duly organized, validly existing and in good
standing under the laws of the State of California and is duly qualified to
carry on its business in the jurisdictions where the Assets are
located;




(f)           Seller
has the corporate power and authority to enter into this Agreement and perform
its obligations under this Agreement and the transactions contemplated hereby.
The execution, delivery and performance of this Agreement by Seller, and the
consummation of the transactions contemplated hereby, will not: (a) violate or
conflict with any provision of the operating agreement or other organizational
documents of Seller; (b) violate or conflict with any material agreement or
instrument to which Seller is a party or by which Seller or any of the Assets
are bound; (c) violate or conflict with any judgment, order, ruling, or decree
applicable to Seller as a party in interest; (d) violate or conflict with any
law, rule or regulation applicable to Seller; or (e) result in the creation or
imposition of any lien, charge or other encumbrance upon the Assets that is not
discharged at Closing;




(g)          The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
corporate action on the part of Seller. This Agreement has been duly executed
and delivered on behalf of Seller, and at Closing all documents and instruments
required hereunder to be executed and delivered by Seller shall have been duly
executed and delivered. This Agreement does, and such documents and instruments
shall, constitute legal, valid and binding obligations of Seller enforceable
against Seller in accordance with their terms, subject, however, to the effect
of bankruptcy, insolvency, reorganization, moratorium and similar laws from time
to time in effect relating to the rights and remedies of creditors, as well as
to general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and the power of a court to deny
enforcement of remedies generally based upon public policy;




(h)          Seller
has incurred no obligation or liability, contingent or otherwise, for brokers’
or finders’ fees in respect of the matters provided for in this
Agreement;


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(i)           Seller
has defensible title to the Assets. As used herein, the term “Defensible Title” shall mean
such right, title and interest that, except for permitted encumbrances (as
disclosed in Exhibit A): (i) entitles Seller to receive, from its record title
ownership in such Assets, not less than the interests set forth in Exhibit A
with respect to all of the oil, gas, and hydrocarbon minerals produced, saved
and marketed from each unit or well, as the case may be, drilled on the land
underlying the Assets subsequent to Closing, without reduction, suspension or
termination throughout the productive life of such Assets, except as expressly
noted in Exhibit A; (ii) obligates Seller to bear no more than the percentage
set forth in Exhibit A as the “Working Interest” or “WI” with respect to all of the
costs and expenses relating to the operations on and the maintenance and
development of each unit or well, as the case may be, drilled on the land
underlying the Assets subsequent to Closing, without increase throughout the
productive life of such Assets, except as expressly noted in Exhibit A; and
(iii) is free and clear of all material liens, mortgages, pledges, claims,
charges, options, calls on production, preferential purchase rights,
requirements for consent to assignment which would apply to the transactions
contemplated hereby and other encumbrances and title defects. As used herein,
the term “Permitted
Encumbrances” shall mean: (i) lessors’ royalties, overriding royalties,
reversionary interests and similar burdens (including calls on production or the
right of a lessor to take production in kind) affecting a leasehold interest if
the net cumulative effect of such burdens does not operate to reduce the
interest of Seller with respect to all oil and gas produced from any units or
wells below the “Net Revenue
Interest” or “NRI” set forth in Exhibit A
for such units or wells; (ii) division orders and sales contracts terminable
without penalty upon no more than 30 days’ notice to the Buyer of production;
(iii) materialman’s, mechanic’s, repairman’s, employee’s, contractor’s,
operator’s, tax, and other similar liens or charges arising in the ordinary
course of business for obligations that are not yet due; and (iv) easements,
rights-of-way, servitudes, permits, surface leases and other rights of third
parties in respect of surface operations, to the extent same do not have a
material adverse affect on any of the Assets and/or the use and enjoyment
thereof.




(j)
              (i)there
      is no suit, action, investigation, hearing, or other proceeding pending or
      threatened against Seller or otherwise involving the Assets that could
      reasonably be expected to adversely affect any of the Assets, including,
      without limitation, Seller’s title thereto, the value thereof, operations
      thereon, or the marketing of production
  therefrom;




(ii)           there
is no suit, action, investigation, hearing, or other proceeding pending or
threatened against Seller that could reasonably be expected to adversely affect
the ability of Seller to perform its obligations under this Agreement or that
could reasonably be expected to prevent, delay or hinder the consummation of the
transactions contemplated hereby; and




(iii)          Seller
has not received any notice that it has been charged with any violation of, or
threatened with a charge of a violation of, any Legal Requirement (as defined
below), which violation might reasonably be expected to adversely affect any of
the Assets, and no third party has been charged with any violation of any Legal
Requirement which violation might reasonably be expected to materially adversely
affect the Assets.




As used
in this Agreement, “Legal
Requirement” shall mean any law, statute, ordinance, decree, requirement,
order, judgment, rule or regulation of, including the terms of any license,
permit or authorization issued by, any Governmental Authority. For purposes of
this Agreement, the term “Governmental Authority” shall
include the United States, any state, county, city, tribal, political
subdivision, agency, department, commission, board, bureau or instrumentality in
which the Assets are located or which exercises jurisdiction over any of the
Assets or the parties.


5


(k)          The
documents and instruments creating or giving rise to the Assets and all
agreements, contracts, easements, rights-of-way and other surface use rights,
and all governmental and tribal licenses, permits, approvals and other
authorizations necessary to own, maintain and operate the Assets in compliance
with applicable laws and in the manner in which they have historically been
owned, maintained and operated (all such documents and instruments being herein
referred to as the “Basic
Documents”) copies of which have been provided to Buyer, are in full
force and effect and no breach or default exists thereunder, except where the
breach or default would not have a material adverse effect upon the value of the
Assets. The Basic Documents: (a) do not subject all or any portion of the Assets
to any tax partnership or to any obligation requiring a partnership income tax
return to be filed under the application of Subchapter K of Chapter 1 of
Subtitle A of the Internal Revenue Code, or any similar state statute, and
Seller has complied with all conditions necessary to maintain a valid election
to be excluded from said Subchapter K; and (b) if assumed by Buyer at Closing,
would not subject Buyer to any area of mutual interest, non-competition or
similar provision restricting Buyer from independently conducting operations in
any geographic area, except where such subjection to any tax partnership or
restriction on Buyer’s independent operation would not have a material adverse
effect upon the value of the Assets. Neither Seller nor any other party to the
Basic Documents: (i) is in breach or default, or with the lapse of time or the
giving of notice, or both, would be in breach or default, with respect to any of
its obligations thereunder; or (ii) has given or threatened to give notice of
any default under, has made or threatened inquiry into any possible default
under, or begun or threatened action to alter, terminate, rescind or procure a
judicial reformation of, any Basic Document or any provision thereof, except
where such breach or default or judicial reformation would not have a material
adverse effect upon the value of the Assets.




(l)           Seller
has obtained all material permits, licenses and other authorizations required by
any Governmental Authority to own and operate the Assets; all such
authorizations are in full force and effect; and no material violations exist
thereunder. No proceeding is pending or threatened relating to the challenging,
revocation or limitation of any such permit, license or other authorization,
except where such challenging, revocation or limitation would not have a
material adverse effect on the value of the Assets.




(m)
              (i)the
      Assets do not violate any order or requirement of any Governmental
      Authority or any environmental laws, nor are there any agreements or
      contracts covering any of the Assets or conditions existing on or
      resulting from the operations of the Assets that may give rise to any
      on-site or off-site surface restoration or remedial obligations under any
      environmental laws or any such agreements or contracts, except where such
      violation or agreements or contracts would not have a material adverse
      effect on the value of the
Assets;




(ii)           without
limitation of clause (i) above, the Assets are not in violation of or subject to
any existing, pending or threatened action, suit, investigation, inquiry or
proceeding by or before any court, any applicable tribal authority or any other
Governmental Authority, except where such violation or subjection would not have
a material adverse effect on the value of the Assets;




(iii)          during
the term of Seller’s ownership of the Assets (and prior thereto to the knowledge
of Seller), all notices, permits, licenses or similar authorizations, if any,
required to be obtained or filed in connection with the Assets, have been duly
obtained or filed, and Seller is in compliance with the terms and conditions of
all such notices, permits, licenses and similar authorizations, except where the
failure to obtain or file or noncompliance would not have a material adverse
effect on the value of the Assets; and




(iv)          during
the term of Seller’s ownership of the Assets (and prior thereto to the knowledge
of Seller), no hazardous substance or solid waste has been disposed of or
otherwise released (including, without limitation, discharges or releases into
pits) and there has been no threatened release of any hazardous substances or
solid waste on, to or as a result of the Assets (including the land covered by
the Assets or on which any of the Assets are situated) except in compliance with
environmental laws, and there are no storage tanks or other containers on or
under any of the Assets from which hazardous substances, petroleum products or
other contaminants may be released into the surrounding environment, except
where such disposal or release would not have a material adverse effect on the
value of the Assets.


6


(n)          Seller
has not failed to make available to Buyer any information or knowledge of any
fact relating to the Assets or the transactions contemplated hereby which might
reasonably be expected to affect the Assets materially and adversely. Seller has
made and will continue to make available to Buyer all reports, documents and
other materials of Seller related to the Assets, and the information contained
therein is true and complete and has been prepared in accordance with standards
generally accepted standards in the domestic petroleum industry.




(o)          Seller
is acquiring the Note for investment for its own account and not with the view
to, or for resale in connection with, any distribution
thereof.  Seller understands and acknowledges that the Note has not
been registered under the Securities Act or any state securities laws, by reason
of a specific exemption from the registration provisions of the Securities Act
and applicable state securities laws, which depends upon, among other things,
the bona fide nature of the investment intent as expressed herein. Seller
further represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to any
third person with respect to the Note.




2.2          Representations, Warranties
and Covenants of Buyer.      Buyer hereby
represents, warrants and covenants to Seller, effective the date hereof and
through and as of Closing, that:




(a)          Buyer’s
entry into this Agreement does not violate any agreement with, or rights of, any
other party;




(b)          Buyer
shall honor and timely, properly and completely fulfill every obligation imposed
upon it herein;




(c)          Buyer
is a duly formed and validly existing corporation, and its signatory hereto has
complete, lawful power to bind Buyer;




(d)          Buyer
holds any and all rights necessary to perform its obligations under this
Agreement;




(e)          Buyer
has incurred no obligation or liability, contingent or otherwise, for brokers’
or finders’ fees in respect of the matters provided for in this
Agreement;




(f)      
    Buyer is a corporation duly organized, validly existing,
and in good standing under the laws of Ontario, Canada;




(g)          Buyer
has the corporate power and authority to enter into and perform this Agreement
and the transactions contemplated hereby. The execution, delivery and
performance of this Agreement by Buyer, and the consummation of the transactions
contemplated hereby, will not violate or conflict with: (i) any provision of the
articles of incorporation, other organizational documents, or bylaws of Buyer;
(ii) any material agreement or instrument to which Buyer is a party or by which
Buyer is bound; (iii) any judgment, order, ruling, or decree applicable to Buyer
as a party in interest; or (iv) any law, rule, or regulation applicable to
Buyer;


7


(h)          The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
corporate action on the part of Buyer. This Agreement has been duly executed and
delivered on behalf of Buyer, and at Closing all documents and instruments
required hereunder to be executed and delivered by Buyer shall have been duly
executed and delivered. This Agreement does, and such documents and instruments
shall, constitute legal, valid and binding obligations of Buyer enforceable
against Buyer in accordance with their terms, subject, however, to the effect of
bankruptcy, insolvency, reorganization, moratorium and similar laws from time to
time in effect relating to the rights and remedies of creditors, as well as to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and the power of a court to deny
enforcement of remedies generally based upon public policy; and




(i)           There
is no action, suit, proceeding, claim or, to Buyer’s knowledge, investigation
pending or, to Buyer’s knowledge, threatened in writing against Buyer in any
court or by or before any Governmental Authority or arbitration or mediation
that would impair Buyer’s ability to consummate, or that would reasonably be
expected to prevent, delay or hinder the consummation of the transactions
contemplated hereby;




ARTICLE
III


PRE-CLOSING
OBLIGATIONS OF SELLER




3.1          Operations. From the
date of this Agreement until termination or Closing (the “Interim Period”) except as
otherwise provided herein or approved by Buyer, Seller shall comply with the
following covenants:




(a)          Seller
shall provide Buyer and Buyer’s Representatives for reasonable examination and
copying all accounting, tax, title, geological, environmental, geophysical,
legal and other information and reports relating to the Assets insofar as same
are in the possession of Seller or hereafter acquired by Seller (including, but
not limited to, information in Seller’s computer databases to the extent Seller
has the right to do so), to the extent not otherwise restricted pursuant to the
terms of this Agreement and, subject to the consent and cooperation of the
operator or other third party, will use all commercially reasonable efforts to
obtain, at Buyer’s expense, such additional information relating to the Assets
as Buyer may reasonably request, to the extent in each case that Seller may do
so without violating any obligation of confidence or other contractual
commitments of Seller to a third party (and Seller shall use reasonable efforts
to obtain waivers of any contractual commitments preventing such
access).




(b)          Except
as otherwise provided herein and unless specifically waived by Buyer in
writing:




(i)           Seller
shall maintain the Assets in a good and prudent manner and in substantially the
same manner as such Assets have heretofore been maintained and shall make no
material changes to any contracts involving the Assets, or execute new contracts
involving the Assets, except as otherwise contemplated by this Agreement or
approved in writing by Buyer;




(ii)          Seller
shall maintain and keep the Assets in reasonably good condition and working
order, ordinary wear and tear excepted, preserving the Assets in full force and
effect, and shall fully and timely perform all covenants and conditions imposed
upon Seller (and shall use reasonable efforts to cause all third party operators
of the Assets to perform all covenants and conditions imposed on such operators)
in respect of the Assets, including, but not limited to, any and all required
payments;




(iii)         Seller
shall promptly notify Buyer of any notice or threatened notice of which Seller
becomes aware relating to any default, inquiry into any possible default, or
action to alter, terminate, rescind or procure a judicial reformation of any
Basic Document or any provision thereof; and


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(iv)           Seller
shall pay timely all costs and expenses incurred in connection with the Assets,
except to the extent such costs and expenses are contested in good faith
utilizing appropriate action.




(c)          Unless
specifically waived by Buyer in writing, Seller shall not take any of the
following actions:




(i)           voluntarily
permit any material rights with respect to the Assets to expire, waive or
release any material rights with respect to Assets;




(ii)          to
the extent related to the Assets, make any material change in the character of
its business and operations or otherwise conduct its business and operations
other than in accordance with standard industry practice or Seller’s prior
business practice;




(iii)         supplement,
modify, or amend in any material respect any of the Basic
Documents;




(iv)         commence
any drilling, reworking or completing or similar operations on the Assets;
or




(v)  
       encumber any of the Assets other than
permitted encumbrances or acquire any additional interests in any of the Assets
other than non-consent interests.




(d)          Seller
shall give prompt written notice to Buyer of (i) any notice of default (or
written allegation of default, whether disputed or denied by Seller) received or
given by Seller prior to the Closing Date under any instrument or agreement
relating to the Assets, or (ii) anything else that Seller is or becomes aware of
that would make any representation or warranty of Seller untrue, incorrect, or
misleading in any material respect.




(e)          Prior
to the Closing, Seller shall use its commercially reasonable efforts to obtain
all authorizations and consents from applicable third parties, if any, required
of Seller to permit it to consummate the transaction contemplated by this
Agreement.




3.2          Third Party Notices and
Consents.




(a)          Seller
shall obtain, at its expense, all waivers, permits, consents, approvals or other
authorizations from Governmental Entities, and effect all registrations, filings
and notices with or to Governmental Entities, as may be required for Seller to
consummate the transactions contemplated by this Agreement and to otherwise
comply with all applicable laws and regulations in connection with the
consummation of the transactions contemplated by this Agreement.




(b)          Seller
shall obtain, at its expense, all such waivers, consents or approvals from third
parties, including, where applicable, stockholder consents, and to give all such
notices to third parties, as are required by this Agreement.


9


ARTICLE
IV


PRE-CLOSING
OBLIGATIONS OF BUYER




4.1          Buyer’s Confidentiality
Obligation. Buyer agrees that information provided by Seller to Buyer and
its affiliates and its or their lenders, and their respective officers,
directors, employees, attorneys, accountants, engineers, agents, consultants,
counsel and other representatives (collectively, “Buyer’s Representatives”) in
connection with this Agreement: (a) will be used only by Buyer and Buyer’s
Representatives, and only for Buyer’s investigation of the Assets; (b) will be
held in strict confidence; (c) will not be used for any commercial purpose other
than what is contemplated hereunder; and (d) will not, except as permitted
hereunder, be provided to any third party. Buyer shall use at least the same
degree of care that Buyer uses in protecting its own proprietary materials of a
like kind. The foregoing obligation on Buyer shall terminate on the earlier to
occur of: (v) on the second anniversary of the Closing Date; (w) at the time of
disclosure, if the information is in the public domain or hereinafter enters the
public domain but not as a result of an unauthorized disclosure made directly or
indirectly by Buyer; (x) at the time of disclosure, if the information is or was
available to Buyer from a source other than Seller, provided that such source
was not known by Buyer to be bound by a confidentiality obligation to Seller;
(y) the date on which Buyer, in its good faith opinion, is required by law or
applicable stock exchange regulation to disclose the information or data in
question; or (z) on the date on which the information is or was independently
acquired or developed by Buyer not in violation of its confidentiality
obligations hereunder. Buyer shall reimburse, indemnify and hold Seller, its
affiliates, their respective officers, directors, employees, attorneys,
accountants, engineers, agents, consultants, counsel and other representatives
harmless from any damage, loss or expense incurred as a result of the use of the
confidential information provided in connection with this Agreement, unless such
damage, loss or expense arises from the gross negligence of Seller, its
affiliates, their respective officers, directors, employees, attorneys,
accountants, engineers, agents, consultants, counsel and other representatives.
Buyer’s obligations under this Section 4.1 shall survive Closing and shall
continue for a period of two (2) years from the Closing Date. The parties
acknowledge that the confidentiality provisions of this Agreement shall not
apply to any disclosure required of, or reporting requirement applicable to,
Buyer under the Securities and Exchange Act of 1934 or any other statutory
reporting requirements of any Governmental Authority.




4.2          Third Party Notices and
Consents.




(a)          Buyer
shall obtain, at its expense, all waivers, permits, consents, approvals or other
authorizations from Governmental Entities, and effect all registrations, filings
and notices with or to Governmental Entities, as may be required for Buyer to
consummate the transactions contemplated by this Agreement and to otherwise
comply with all applicable laws and regulations in connection with the
consummation of the transactions contemplated by this Agreement.




(b)          Buyer
shall obtain, at its expense, all such waivers, consents or approvals from third
parties, including, where applicable, stockholder consents, and to give all such
notices to third parties, as are required by this Agreement.




ARTICLE
V


SELLER’S
CONDITIONS OF CLOSING




Seller’s
obligation to consummate the transactions provided for herein is subject to the
satisfaction or waiver on or before the Closing Date of the following
conditions:




5.1          Representations and
Warranties. The representations and warranties of Buyer contained in
Section 2.2 shall be true and correct in all material respects on the date of
Closing as though made on and as of that date.




5.2          Performance. Buyer
shall have performed in all material respects the obligations, covenants and
agreements required hereunder to be performed by it at or prior to the
Closing.


10


5.3          Officer’s
Certificate. Buyer shall have delivered to Seller a certificate of a
corporate officer, dated the date of Closing, certifying on behalf of Buyer that
the conditions set forth in Sections 5.1 and 5.2, above, have been fulfilled
(the “Buyer’s Closing
Certificate”).




ARTICLE
VI


BUYER’S
CONDITIONS TO CLOSING




Buyer’s
obligation to consummate the transactions provided for herein is subject to the
satisfaction or waiver on or before the Closing Date of the following
conditions:




6.1          Representations and
Warranties. The representations and warranties of Seller contained in
Section 2.1 shall be true and correct in all material respects on the date of
Closing as though made on and as of that date.




6.2          Performance. Seller
shall have performed in all material respects the obligations, covenants and
agreements required hereunder to be performed by it at or prior to the
Closing.




6.3          Officer’s
Certificate. Seller shall have delivered to Buyer a certificate of a
corporate officer, dated the date of Closing, certifying on behalf of Seller
that the conditions set forth in Sections 6.1 and 6.2, above, have been
fulfilled (the “Seller’s
Closing Certificate”).




6.4          Satisfactory Completion of
Due Diligence.  Buyer shall have completed its due diligence on
the Assets and based thereon determined to proceed with the Asset purchase
transaction.




ARTICLE
VII


CLOSING




7.1          Closing Date. The
closing of the Transactions contemplated by this Agreement (the “Closing”) shall take place at
the offices of Gottbetter & Partners, LLP, 488 Madison Avenue, 12th Floor,
New York, NY 10022, at the time and on the date specified by the parties, which
shall be no later than two business days after the completion of due diligence
to the satisfaction of Buyer, unless extended in writing by the mutual agreement
of Seller and Buyer. Closing is subject to satisfaction of all conditions set
forth in this Article VII and elsewhere in this Agreement.  The date
on which the Closing occurs is referred to in this Agreement as the “Closing Date.”




7.2          Deliveries by Seller at the
Closing. At the Closing, the Seller shall deliver to Buyer the
following:




(a)          such
good and sufficient instruments of transfer as Buyer reasonably deems necessary
and appropriate to vest in Buyer all right, title and interest in, to and under
the Assets;




(b)     
    all necessary third party consents; and




(c)          the
Seller’s Closing Certificate.




7.3          Deliveries by Buyer at the
Closing.  At the Closing, Buyer shall deliver to the Seller the
following:




(a)          all
necessary third party consents;




(b)          the
Buyer’s Closing Certificate;


11




(c)           the
Purchase Price; and




(d)          all
payments to be made under Section 1.4 hereof.




ARTICLE
VIII


INDEMNIFICATION




8.1           Indemnification by
Buyer.  Buyer shall indemnify Seller in respect of, and hold
Seller harmless against, any and all damages incurred or suffered by Seller
resulting from, relating to or constituting any misrepresentation, breach of
warranty or failure to perform any covenant or agreement of Buyer contained in
this Agreement.




8.2           Indemnification by
Seller.  Seller shall indemnify Buyer in respect of, and hold
Buyer harmless against, any and all damages incurred or suffered by Buyer
resulting from, relating to or constituting any misrepresentation, breach of
warranty or failure to perform any covenant or agreement of Seller contained in
this Agreement.




ARTICLE
IX


POST
CLOSING OBLIGATIONS




9.1           Payment of Lease Preserving
Invoices.  If at any time subsequent to Closing and prior to
Buyer’s payment in full under the Note, Buyer is invoiced to drill a lease
preserving well on the Assets, the failure of which to pay will effect Buyer’s
ownership rights under such lease, and Buyer fails to make such payment, Seller
shall have the right to pay such invoice and upon doing so shall be entitled to
a return of the Assets. Under such circumstances, Buyer shall promptly assign,
transfer, convey and deliver the Assets back to Seller. Upon Buyer doing so,
Seller shall return the Note to Buyer for cancellation and neither party shall
have any further obligations to the other under this Agreement or the
Note.  Buyer shall provide to Seller a copy of any invoice to drill a
lease preserving well on the Assets within three business days of receipt of the
notice by Buyer. Additionally, Buyer shall provide to Seller written
notification of Buyer’s intention to fund the invoice to drill a lease
preserving well on the Assets within seven days of receipt of the notice by
Buyer.




ARTICLE
X


MISCELLANEOUS




10.1         Notices.  Any
notice, request, demand, waiver, consent, approval or other communication which
is required or permitted hereunder shall be in writing and shall be deemed given
(a) on the date established by the sender as having been delivered personally,
(b) on the date delivered by a private courier as established by the sender by
evidence obtained from the courier, (c) on the date sent by facsimile, with
confirmation of transmission, if sent during normal business hours of the
recipient, if not, then on the next business day, or (d) on the fifth day after
the date mailed, by certified or registered mail, return receipt requested,
postage prepaid. Such communications, to be valid, must be addressed as
follows:


12




If
      to Buyer, to:
              With
      a required copy to:Eagleford
      Energy Inc.
              Gottbetter
      & Partners, LLP1
      King Street West, Suite 1505
              488
      Madison Avenue, 12th FloorToronto,
      Ontario, Canada M5H 1A1
              New
      York, New York  10022Facsimile:  416.364.8244
              Attention:  Scott
      RapfogelTelephone:  416.364.4039
              Facsimile:  212.400.6901Email:  shall@bellnet.ca
              Telephone:  212.400.6900Email:  ser@gottbetter.comIf
      to Seller, to:
              With
      a required copy to:Source
      Rework Program, Inc.
              Horowitz
      & Cron LPc/o
      Eric Johnson
              4
      Venture, Suite 390P.O.
      Box 100-164
              Irvine,
      CA 92611Sunset
      Beach, CA 90742
              Attn:  Lawrence
      M. CronTelephone:  714.658.0984
              Facsimile:  949.453.8774Email:  rivertonenergy@gmail.com
              Telephone:  949.450.4942Email:  lcron@hclaw.biz


10.2        Buyer’s Right to
Exclusivity.  During the period from the date hereof through
June 30, 2010, Seller shall not, whether on a contingent basis or otherwise,
solicit, entertain, commit or enter into an agreement with any third party for
an acquisition of any right, title or interest in or to the Assets.




10.3        Amendments and
Waivers.




(a)           Any
provision of this Agreement may be amended or waived if, and only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement, or in the case of a waiver, by the party against
whom the waiver is to be effective.




(b)           No
failure or delay by any party in exercising any right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.




(c)           To
the maximum extent permitted by law, (i) no waiver that may be given by a party
shall be applicable except in the specific instance for which it was given and
(ii) no notice to or demand on one party shall be deemed to be a waiver of any
obligation of such party or the right of the party giving such notice or demand
to take further action without notice or demand.




10.4        Expenses.  Except
as expressly provided for herein, each party shall bear its own costs and
expenses in connection with this Agreement and the transactions contemplated
hereby and thereby, including all legal, accounting, financial advisory,
consulting and all other fees and expenses of third parties.




10.5        Successors and
Assigns.  This Agreement including the rights and obligations
granted hereunder, may not be assigned or transferred by either party hereto or
to or by any third party (including by court order, operation of law, merger,
statute, regulation, ordinance or otherwise), without the prior written consent
of the other party.


13




10.6         Governing
Law.  This Agreement and Exhibits hereto shall be governed by
and interpreted and enforced in accordance with the Laws of the Province of
Ontario, without giving effect to any choice of law or conflict of laws rules or
provisions (whether of the Province of Ontario or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
Province of Ontario.




10.7         Consent to
Jurisdiction.  Each party irrevocably submits to the exclusive
jurisdiction of (a) the Province of Ontario and (b) any Court located in the
Province of Ontario, for the purposes of any action arising out of this
Agreement or any transaction contemplated by this Agreement.




10.8         Public
Announcements.  Seller and Buyer agree that neither shall make
any public announcements regarding this Agreement or the transaction being
effected hereby without the written consent of the other party except to the
extent public disclosure is required by law. In such event, to the extent
practicable, notification to the other party shall precede the
disclosure.




10.9         Counterparts. This
Agreement may be executed in any number of counterparts, and any party hereto
may execute any such counterpart, each of which when executed and delivered
shall be deemed to be an original and all of which counterparts taken together
shall constitute but one and the same instrument. This Agreement shall become
effective when each party hereto shall have received a counterpart hereof signed
by the other party hereto. The parties agree that the delivery of this
Agreement, and the delivery of the Ancillary Agreements and any other agreements
and documents at the Closing, may be effected by means of an exchange of
facsimile signatures with original copies to follow by mail or courier
service.




10.10       Entire Agreement.
This Agreement and the documents, instruments and other agreements specifically
referred to herein or delivered pursuant hereto set forth the entire
understanding of the parties hereto with respect to the terms of Buyer’s
purchase of the Assets. All Exhibits referred to herein are intended to be and
hereby are specifically made a part of this Agreement. Any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof, whether written or oral, are superseded by this
Agreement.




10.11       Captions. All
captions contained in this Agreement are for convenience of reference only, do
not form a part of this Agreement and shall not affect in any way the meaning or
interpretation of this Agreement.




10.12       Severability. Any
provision of this Agreement which is invalid or unenforceable by a cost of
competent jurisdiction shall be ineffective to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remaining
provisions hereof, and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.




10.13       Time of
Essence.  Except if specifically noted, time is of the essence
and all periods referring days shall be measured in calendar days. If the last
day in the given period falls on a weekend or legal holiday, then the last day
thereof shall be the next business day thereafter.




[SIGNATURE
PAGE TO FOLLOW]


14


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the date first above
written.




EAGLEFORD
      ENERGY INC.By:
                /s/ Sandra HallName:  Sandra
      HallTitle:  PresidentSOURCE
      REWORK PROGRAM, INC.By:
                /s/ Eric JohnsonName:  Eric
      JohnsonTitle:  Chief
      Executive Officer


15


EXHIBIT
A





LEASE:





That
certain Oil and Gas Lease by and between the Matthews Mineral Account, Robert S.
Matthews, Jr., Edward C. Matthews III, Charles D. Matthews, Individually and as
Agents for the Matthews Mineral Account, as Lessors, and OGR Energy Corporation,
as Lessee, dated the 1st day of
April, 2008, notification of which is provided in that certain Memorandum of Oil
and Gas Lease recorded in Volume 296, Page 299 of the Oil and Gas Records of
Zavala County, Texas.





LANDS:





2629.42
acre tract of land, lying in Zavala County, Texas, being out of and a part of
the Precilla Graham Survey No. 8, Abstract No. 753 and the Thomas C. Rife Survey
No. 7, Abstract No. 769 and Survey No. 21 of the Maverick Slough Pasture
Subdivision and being out of and a part of that same certain 3617.07 acre parent
tract of land described in conveyance to Fisher Construction Co. Inc. and
recorded in Volume 235, Pages 476 et seq. of the Deed Records of Zavala Co.
Texas, said 2629.42 acre tract being more particularly described by metes and
bounds as follows: (The courses, distances and areas shown herein and cited on
the corresponding plat conform to the Texas Coordinate System, North American
Datum 1927, Texas South Central Zone)





BEGINNING at a 3⁄4" steel stake
for the southeast corner of said 3617.07 acre parent tract and being the
southeast corner of the herein described tract, from which a 3⁄4" steel stake for
the northeast corner of said 3617.07 acre parent tract, at a point on the
southeast right-of-way line of U. S. Highway No. 57 bears N 02° 20' 06" at a
distance of 21,790.40 feet;





THENCE: With the boundary line
of the herein described tract and generally with occupied fence for the
following four (4) calls:





1.)
            S
      89° 13' 59" W, at 4822.16 feet pass 3-way fence corner with fence to the
      left, at 5747.65 feet pass 3⁄4" steel stake under fence, at 8183.21 feet
      pass 3⁄4" steel stake under fence, continuing for a total distance of
      8652.24 feet to a 3⁄4" steel stake for the southeast corner of said 3617.07
      acre parent tract and being the southwest corner of the herein described
      tract;


2.)
            N
      01 ° 07' 05" W, for a distance of 6379.47 feet to a 3⁄4" steel stake for the
      lower northwest corner of the herein described
  tract;


3.)
            N
      56° 57' 01" E, for a distance of 3436.38 feet to a point on the westerly
      occupied fence of the herein described
tract;


4.)
            N
      01 ° 02' 07" W, for a distance of 4303.26 feet to a point on fence at the
      ostensible lower northwest corner of the Thomas C. Rife, Survey No. 7,
      Abstract No. 769;





THENCE: With the northerly
line of said Survey No. 7, Abstract No. 769 and being the northerly line of the
herein described tract for the following three (3) calls:





1.)
            N
      88° 57' 53" E, for a distance of 1480.00 feet to a point for the
      ostensible reentrant corner of said Survey No. 7, Abstract No. 769 and
      being a reentrant corner of the herein described
  tract;


2.)
            N
      00° 59' 04", for a distance of 2940.00 feet to the ostensible upper
      northwest corner of said Survey No. 7, Abstract No. 769 and being a middle
      northwest corner of the herein described
tract;


3.)
            S
      88° 34' 31" E, for a distance of 4700.04 feet to a point for the reentrant
      corner of the herein described
tract;








THENCE: N 02 ° 20' 18" E, with
the upper westerly line of the herein described tract for a distance of 6486.60
feet to a concrete Highway Department Monument for the upper northwest corner of
this tract, at a point on the southeast right-of-way line of U. S. Highway No.
57 and being the beginning of a curve to the left, whose radius is 3894.72
feet;





THENCE: Northeasterly with
said curve deflecting continuously and uniformly to the left, for an arc
distance of 368.16 feet (chord = N 86° 59' 55" E, 368.03 feet), and continuing
on arc to a 3⁄4" steel stake, near 3-way fence corner for the northeast corner of
said 3617.07 acre parent tract and being the northeast corner of the herein
described tract;





THENCE: S 02 ° 20' 06" W, with
the easterly line of this tract, with the ostensible westerly line of the Pedro
Jose de Aguirre, Eleven League Land Grant, Abstract No. 2 and generally with
occupied fence, at 2935.85 feet pass 1" iron Pipe at 3-way fence corner with
fence northeasterly, at 6498.31 feet pass the ostensible northeast corner of
said Survey No. 7, Abstract No. 769, at 14,370.96 feet pass 1 1⁄4" iron pipe at
3-way fence corner with fence northeasterly, at 14,935.25 feet pass the
ostensible northeast corner of said Survey No. 8, Abstract No. 753, at 18,631.15
feet cross apparent buried gas pipeline, continuing for a total distance of
21,790.40 feet to the Place of
Beginning and containing 2629.42 acres of land, more or
less.





INTEREST
OF SELLER BEING CONVEYED





A ten
percent 10% working interest, based on a seventy-five percent (75%) net revenue
interest, in and to the above described lease (the “Lease”) covering lands
situated in Zavala County, Texas, being more particularly described above,
together with a like interest in or to all improvements, easements, surface
agreements, permits, rights of way, licenses, servitudes and other similar
interests necessary or useful to or used in connection with the exploration,
development or operation of the Lease or the lands. The interest being conveyed
to Buyer by Seller is subject to that certain Assignment of Oil and Gas Lease
effective March 18, 2009 between Seller and OGR Energy
Corporation.


17





EXHIBIT
B





THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THESE
SECURITIES MAY ONLY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT, OR IN A TRANSACTION THAT DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES
LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN
OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY
SATISFACTORY TO THE COMPANY.  HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
ACT.




5%
SECURED PROMISSORY NOTE




EAGLEFORD
ENERGY INC.





Original
      Issue Date: June 11, 2010
            US$175,000





This 5%
Secured Promissory Note (the “Note”) of Eagleford
Energy Inc., an Ontario Canada corporation (the “Company”) is issued
to Source Rework Program, Inc., a California corporation (together with its
permitted successors and assigns, the “Holder”) in
accordance with exemptions from registration under the Securities Act of 1933,
as amended (the “Securities Act”),
pursuant to an Asset Purchase Agreement, dated as of May 12, 2010 (the “Asset Purchase
Agreement”) between the Company and the Holder.  Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Securities Purchase Agreement.




Article
I





Section
1.01           Principal and
Interest.  (a) For value received, the Company hereby promises
to pay to the order of the Holder, in lawful money of the United States of
America and in immediately available funds the principal sum of one hundred
thousand dollars ($100,000) on the earliest of (i) February 28, 2011, or (ii) an
Event of Default (as defined in Section 3.01).




(b)            For
value received, the Company hereby promises to pay to the order of the Holder,
in lawful money of the United States of America and in immediately available
funds the principal sum of seventy-five thousand dollars ($75,000) on the
earliest of (i) August 31, 2011 (the “Maturity Date”), or
(ii) an Event of Default (as defined in Section 3.01).




(c)             Except
as otherwise provided for in Section 3.02 hereof, this Note shall bear interest
from the date hereof on the outstanding principal balance at the rate of five
percent (5%) per annum until paid in full.




(d)             On
the Maturity Date, the entire unpaid principal amount and accrued but unpaid
interest shall be paid to the Holder.




(e)             The
Company may, in its sole discretion, prepay any portion of the principal amount
of this Note.




Section
1.02            Absolute
Obligation/Ranking.  Except as expressly provided herein, no provision
of this Note shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest due on this Note
at the time, place, and rate, and in the coin or currency, herein
prescribed.  This Note is a direct debt obligation of the
Company.


18




Section
1.03           Different
Denominations.  This Note is exchangeable for an equal
aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same.  No service charge will
be made for such registration of transfer or exchange.




Section
1.04           Investment Representations. This Note
has been issued subject to certain investment representations of the original
Holder set forth in the Asset Purchase Agreement and may be transferred or
exchanged only in compliance with the Asset Purchase Agreement and applicable
securities laws and regulations.




Section
1.05           Reliance on Note
Register.  Prior to due presentment to the Company for transfer
of this Note, the Company and any agent of the Company may treat the person in
whose name this Note is duly registered on the Note Register as the owner hereof
for the purpose of receiving payment as herein provided and for all other
purposes, whether or not this Note is overdue, and neither the Company nor any
such agent shall be affected by notice to the contrary.




Section
1.06           No Waiver.  In addition to the
rights and remedies given it by this Note, the Holder shall have all those
rights and remedies allowed by applicable laws.  The rights and
remedies of the Holder are cumulative and recourse to one or more right or
remedy shall not constitute a waiver of the others.




Article
II.





Section
2.01           Amendments.  The
Note may not be amended without the consent of the
Holder.  Notwithstanding the above, without the consent of the Holder,
this Note may be amended to cure any ambiguity, defect or inconsistency or to
make any change that does not adversely affect the rights of the
Holder.




Article
III.





Section
3.01            Events of
Default.  Each of the following events shall constitute a
default under this Note (each an “Event of
Default”):




(a)
            failure
      by the Company after notice to it by Holder to pay principal or interest
      due hereunder within ten (10) business days of the date such notice is
      received;




(b)
            failure
      by the Company for ten (10) business days after notice to it to comply
      with any of its other agreements in this
Note;




(c)
            the
      Company shall:  (i) make a general assignment for the
      benefit of its creditors; (ii) apply for or consent to the
      appointment of a receiver, trustee, assignee, custodian, sequestrator,
      liquidator or similar official for itself or any of its assets and
      properties; (iii) commence a voluntary case for relief as a debtor
      under the United States Bankruptcy Code; (iv) file with or otherwise
      submit to any governmental authority any petition, answer or other
      document seeking:  (A) reorganization, (B) an
      arrangement with creditors or (C) to take advantage of any other
      present or future applicable law respecting bankruptcy, reorganization,
      insolvency, readjustment of debts, relief of debtors, dissolution or
      liquidation; (v) file or otherwise submit any answer or other
      document admitting or failing to contest the material allegations of a
      petition or other document filed or otherwise submitted against it in any
      proceeding under any such applicable law, or (vi) be adjudicated a
      bankrupt or insolvent by a court of competent
  jurisdiction;




(d)
            any
      case, proceeding or other action shall be commenced against the Company
      for the purpose of effecting, or an order, judgment or decree shall be
      entered by any court of competent jurisdiction approving (in whole or in
      part) anything specified in Section 3.01(c) hereof, or any
      receiver, trustee, assignee, custodian, sequestrator, liquidator or other
      official shall be appointed with respect to the Company, or shall be
      appointed to take or shall otherwise acquire possession or control of all
      or a substantial part of the assets and properties of the Company, and any
      of the foregoing shall continue unstayed and in effect for any period of
      sixty (60) days;


19




(e)
            any
      breach by the Company of any of its representations or warranties under
      the Securities Purchase Agreement;
or




(f)
            any
      default, whether in whole or in part, shall occur in the due observance or
      performance of any obligations or other covenants, terms or provisions to
      be performed under this Note or the Asset Purchase Agreement which is not
      cured by the Company within ten (10) business days after receipt of
      written notice thereof.




Section
3.02           If
any Event of Default occurs, the full principal amount of this Note, together
with any other amounts owing in respect thereof, to the date of acceleration
shall become, at the Holder’s election, immediately due and payable in cash. The
Holder need not provide and the Company hereby waives any presentment, demand,
protest or other notice of any kind, and the Holder may immediately and without
expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable
law.  Such declaration may be rescinded and annulled by the Holder at
any time prior to payment hereunder and the Holder shall have all rights as a
Note holder until such time, if any, as the full payment under this Section
shall have been received by it.  No such rescission or annulment shall
affect any subsequent Event of Default or impair any right consequent
thereon.




Article
IV.





Section
4.01           Negative
Covenants.  So long as this Note shall remain in effect and
until any outstanding principal and all fees and all other expenses or amounts
payable under this Note have been paid in full, unless the Holder shall
otherwise consent in writing, the Company shall not:




(a)
            Liens.  Create,
      incur, assume or permit to exist any lien on the Assets, except for
      Permitted Liens, as such terms are defined in the Asset Purchase
      Agreement.




(b)
            Dividends and
      Distributions.  In the case of the Company, declare or
      pay, directly or indirectly, any dividend or make any other distribution
      (by reduction of capital or otherwise), whether in cash, property,
      securities or a combination thereof, with respect to any shares of its
      capital stock or directly or indirectly redeem, purchase, retire or
      otherwise acquire for value any shares of any class of its capital stock
      or set aside any amount for any such
purpose.




(c)
            Limitation on Certain
      Payments and Prepayments.




(j)
            Pay
      in cash any amount in respect of any indebtedness or preferred stock that
      may at the obligor’s option be paid in kind or in other
      securities;




(ii)
            Optionally
      prepay, repurchase or redeem or otherwise defease or segregate funds with
      respect to any indebtedness of the Company, other than for senior
      indebtedness or, indebtedness under this
Note.




Article
V




Section
5.01            Security.  The
Note shall be secured as provided in the Asset Purchase Agreement.




Article
VI




Section
6.01            Notice.  Notices
regarding this Note shall be sent to the parties at the following addresses,
unless a party notifies the other parties, in writing, of a change of
address:


20





If
      to the Company, to:
              Eagleford
      Energy, Inc.1
      King Street West, Suite 1505Toronto,
      Ontario, Canada M5H 1A1Attention:  Sandra
      HallTelephone:  (416)
      364-4039Facsimile:  (416)
      364-8244With
      a copy to:
              Gottbetter
      & Partners, LLP488
      Madison Avenue, 12th
      FloorNew
      York, New York 10022Attention:  Scott
      Rapfogel, Esq.Telephone:  (212)
      400-6900Facsimile:  (212)
      400-6901If
      to the Holder:
              Source
      Rework Program, Inc.P.O.
      Box 100-164Sunset
      Beach, CA 90742Attention:  Eric
      JohnsonTelephone:  714.658.0984




Section
6.02            Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by and construed
and enforced in accordance with the internal laws of the Province of Ontario,
without regard to the principles of conflicts of law thereof.  Each
party agrees that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by any of the
Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced in the courts sitting in the Province of Ontario (the “Ontario
Courts”). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the Ontario Courts for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or
discussed herein (including with respect to the enforcement of any of the
Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, or such Ontario Courts are improper or
inconvenient venue for such proceeding.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Note and agrees that such
service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. Each party hereto
hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or
relating to this Note or the transactions contemplated hereby.  If
either party shall commence an action or proceeding to enforce any provisions of
this Note, then the prevailing party in such action or proceeding shall be
reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.




Section
6.03            Severability.  The
invalidity of any of the provisions of this Note shall not invalidate or
otherwise affect any of the other provisions of this Note, which shall remain in
full force and effect.




Section
6.04            Entire Agreement and
Amendments.  This Note, together with the Asset Purchase
Agreement, represents the entire agreement between the parties hereto with
respect to the subject matter hereof and there are no representations,
warranties or commitments, except as set forth herein.  This Note may
be amended only by an instrument in writing executed by the parties
hereto.





[Remainder
of Page Intentionally Left Blank]


21


IN WITNESS WHEREOF, with the
intent to be legally bound hereby, the Company has executed this Note as of the
date first written above.




EAGLEFORD
      ENERGY INC.By:
              /s/  James
CassinaName:
              James
      CassinaTitle:
              Director


22