EXHIBIT
4.10

     

    ADDENDUM
TO ASSET PURCHASE AGREEMENT

    DATED
AS OF MAY 12, 2010 (THE “ASSET PURCHASE AGREEMENT”)

    BETWEEN
SOURCE REWORK PROGRAM, INC. AND EAGLEFORD ENERGY INC.

     

    This
Addendum is made and entered into as of the 12th day of
May 2010.  Unless otherwise defined herein, capitalized terms used in
this Addendum shall have the meaning given to them in the Asset Purchase
Agreement.

     

    NOW,
THEREFORE, in consideration of the respective covenants contained herein and
intending to be legally bound hereby, the Parties hereto agree as
follows:

     

    1.           Section
1.5 is added to the Agreement to read as follows:

     

    “1.5  Title
Opinion.  Seller shall use its best efforts to provide Buyer with a
title opinion on the Assets on or before June 30, 2010. If Seller is unable to
provide a title opinion to Buyer by June 30, 2010, Buyer may, at its option,
provide written notice thereof to Seller (the “Notice”), extending the date by
which Seller may provide a title opinion for up to an additional 30 days from
the date of the Notice. The June 30, 2010 date or such later date as set forth
in the Notice shall hereafter be referred to as the Title Date. If Seller is
unable to provide a title opinion on or before the Title Date, or if it provides
such an opinion and the opinion is unable to substantiate Seller’s Defensible
Title to the Assets, Buyer may, at its opinion, rescind this Agreement by
providing written notice thereof to Seller within five (5) business days of the
Title Date (the “Notice Date”). In such event, Buyer shall promptly return the
Purchase Price to Seller which will involve the return of $25,000 in cash and
the original Note, which shall be cancelled upon receipt. Upon any such Note
cancellation, Buyer shall have no obligation to Seller thereunder. To insure
prompt return or release of the Purchase Price, Seller agrees to have the cash
payment and Note delivered in escrow with Buyer’s counsel, Gottbetter &
Partners, LLP, at Closing, and for such cash and Note to remain in escrow until
the earlier of (i) the Notice Date; (ii) such time that the title opinion
establishing Seller’s Defensible Title is received; or (iii) such time that the
title opinion condition is waived by Buyer. Notwithstanding the foregoing, Buyer
and Seller may mutually agree in writing to further extend the Title
Date.”

     

    2.           All
of the other terms of the Asset Purchase Agreement continue with full force and
effect.

     

    3.           This
Addendum may be executed by facsimile in any number of counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement.


    
      
         


      

      
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    IN
WITNESS WHEREOF, this Addendum has been executed by the Parties on June 10,
2010:

     

    
      
        
          	 
      	
                  EAGLEFORD
      ENERGY INC.

                	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Sandra Hall

                	 
      
	 
      	
                  Name:
      Sandra Hall

                	 
      
	 
      	
                  Title:  President

                	 
      
	 
      	 
      	 
      
	 
      	
                  SOURCE
      REWORK PROGRAM, INC.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Eric Johnson

                	 
      
	 
      	
                  Name:  Eric
      Johnson

                	 
      
	 
      	
                  Title:  Chief
      Executive Officer

                	 
      


        

      

    


    
      
         


      

      
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