[[ AdinoEnergy Corporation letterhead ]] July 29,2010

 

1.

If the Escrow Purchase Price is not attained by the third anniversary date of the Agreement, the Sellers shall have the option (“Option”) to repurchase all assets belonging to PetroGreen and Petro 2000 as of the date of the Agreement for $1.00 (the “Option Purchase Price”). The Option may be exercised by giving notice as set forth in Section 12.1 of the Agreement and tendering the Option Purchase Price to Adino. Any wells drilled after the date of the Agreement shall not be considered assets belonging to PetroGreen or Petro2000 as of the date of the Agreement. Once the Escrow Purchase Price is attained, the Option shall no longer be available, regardless of whether the Sellers request release of their Stock Certificates from the Escrow Agent.

 

2.

You have posted a cash bond in the amount of fifty thousand dollars ($50,000) with the Texas Railroad Commission for an operator’s permit. Within sixty (60) days from the date of this letter, Adino will either (a) replace your cash bond with a surety bond, and effect the return of your cash bond; or (b) post a replacement cash bond and return to you the amount of your cash bond.

 

3.

You agree to assume all debts and liabilities of PetroGreen and Petro 2000 as of July 1, 2010, except for an account payable to your attorney in the approximate amount of $6,000. As a result of the foregoing, PetroGreen and Petro 2000 shall not have any debts or liabilities as of July 1, 2010, and Adino does not assume any such debt or liabilities as a as a result of the transactions set forth herein.