scoutexh10_2.htm


    
      

    


    THIS
MANAGEMENT AGREEMENT made this 1st day of
January, 2008

    


    BETWEEN

    


    SCOUT EXPLORATION INC., a body
corporate, having offices in the

    City of
Calgary in the Province of Alberta (hereinafter referred to as
"Scout")

    


    And

    


    KERRISDALE CONSULTING INC., a
body corporate, having offices in the

    City of
Calgary in the Province of Alberta (hereinafter referred to as the
"Consultant").

    


    


    WHEREAS
Scout wishes to retain the services of the Consultant for the purposes of
performing the duties and functions of a Manager and a Geologist of Scout and to
provide geological advice and expertise, all on the terms and conditions and to
the extent hereinafter set forth.

    


    NOW,
THEREFORE, in consideration of the premises and mutual covenants and agreements
hereinafter set forth, the parties hereto do covenant and agree as
follows:

    


    


    ARTICLE
I - Statement of Work

    


    1.01  For
the period January 1, 2008 to December 31, 2008 inclusive (the "Contract
Period"), Scout will retain (subject to termination as provided in Article IX
hereof) the Consultant under the terms of this Agreement to perform work with no
minimum and no maximum number of working days, unless otherwise mutually agreed
upon.

    


    1.02  During
the Contract Period the Consultant shall, in a careful, prudent and professional
manner, perform the duties and functions normally performed by a company Manager
and a Geologist of Scout, as more particularly outlined in the Job Description
attached to and incorporated into this Agreement as Schedule "A", and shall
render such other geological and management advice and expertise as may from
time to time be requested by Scout (herein called the "Work").

    


    1.03  The
Consultant shall perform and complete the Work to the satisfaction of Scout and
shall comply with all reasonable instructions and directions from Scout in
connection herewith.

    


     

    ARTICLE
II - Conduct of Work

    


    2.01  The
parties agree that this is a personal services contract and that the Consultant
will dedicate to the performance of the Work the personal services of Brian
Mahood and will not utilize the services of any other individual for such
purpose.

    


    2.02  The
Work shall be performed at the offices of Scout, at the City of Calgary, in the
Province of Alberta and in such other locations as Scout may reasonably
require.

    


    2.03  Scout
will provide the data base, maps, computer services and other facilities and
requirements reasonably required by the Consultant for the performance of the
Work.


    
      
         


      

      
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    ARTICLE
III - Reports and Co-operation

    


    3.01  The
Consultant shall provide reports in such form and context as Scout may
reasonably request respecting the Work.

    


    3.02  The
Consultant shall, during the Contract Period, co-operate and work with other
consultants engaged by Scout and/or Scout employees engaged in related
work.  In so doing, the Consultant shall make all information
available as required by Scout.

    


     

    ARTICLE
IV - Confidentiality

    


    4.01  The
Consultant shall keep confidential and in the strictest secrecy both during the
term of this Agreement and after termination thereof any and all information
obtained, directly or indirectly, as a result of or in connection with the Work,
unless the release of such information is specifically authorized in writing by
Scout, is subject to
disclosure required by law, rule, order or regulation or such information
becomes public in the general course of business.

    


    4.02  After
termination of this Agreement, the Consultant agrees not to engage in
competition with Scout for a period of six (6) months with respect to any oil or
gas prospects discovered by or made known to the Consultant during the
performance of the Work.

    


    4.03  Title
to all designs, technical reports, photographs, drawings, plans, specifications,
models, patterns, samples, patents, inventions, methods and processes, data,
design reports, leads, prospects and all other information and material of
whatever kind, and whether of a proprietary nature or not, arising out of or as
a result of the Work shall vest in Scout.  All copies of any
documents, reports, maps and other information and material created or obtained
by the Consultant in the course of the performance of the Work are to be
returned to Scout upon termination of this Agreement.

    


    4.04  The
Consultant shall be able to perform Work for other clients as long as such Work
does not conflict with Scout's activities.

    


    


    ARTICLE
V - Indemnity and Insurance

    


    5.01  The
Consultant shall indemnify and save harmless Scout from and against any and all
claims, damages, loss, costs, actions and expenses which it may at any time
incur or suffer as a result of or arising out of any act or omission by the
Consultant, any injury to persons (including injuries resulting in
death)  or loss of or damage to property incurred during and arising
out of the conduct of the Work.

    


    5.02  The
Consultant shall be responsible for it’s own insurance for medical expenses and
against accident and sickness (including disability and death).

    


    ARTICLE
VI - Payment to Consultant

    


    6.01  Scout
agrees to pay to the Consultant a fee of $1,000.00 CDN (one thousand dollars)
per month for each month of the Contract Period for the performance of the Work,
subject to such deductions pursuant to


    
      
         


      

      
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    Article
6.04.  All payments shall be subject to the Goods and Services Tax
(GST) and/or other such government charges that are required by law from time to
time to be paid.

    


    6.02  The
Consultant shall perform the Work during the normal Scout hours of 8:00 a.m. to
5:00 p.m. or at other such times as Scout or the performance of the Work may
reasonably require.

    


    6.03  Scout
shall reimburse the Consultant for all reasonable expenses incurred by him in
carrying out the Work, provided that all such expenses are previously authorized
by Scout.

    


    6.04
Amounts for income tax, Canada Pension Plan, Unemployment Insurance or any other
contributions or deductions which are required by law from time to time to be
paid shall not be deducted by Scout and shall be the responsibility of the
Consultant.

    


    


    ARTICLE
VII - Invoicing and Payment

    


    7.01  The
Consultant shall submit to Scout a monthly invoice for the work performed plus
expenses incurred within 5 (five) working days following the month for which the
invoice is applicable.  Scout shall promptly pay such invoice within
10 (ten) working days following receipt of the invoice.

    


    


    ARTICLE
VIII - Non-Agency

    


    8.01  The
Consultant is and shall at all times during the Contract Period be an
independent consultant with respect to the performance of the
Work.  The Consultant shall not be the agent, representative, employee
or servant of Scout in the performance of the work unless expressly authorized
by Scout in writing.

    


    


    ARTICLE
IX - Termination

    


    9.01  Notwithstanding
anything herein contained or contained in any Statute, Legislation or
Regulation, it is agreed that if Scout shall consider it necessary or desirable
for any reason whatsoever to terminate this Agreement prior to the end of the
contract Period, then Scout may terminate this Agreement on five (5) working
days written notice to the Consultant and payment of the remaining monies (per
Article 6.01) owed for the remainder of the Contract
Period.  Notwithstanding anything herein contained or contained in any
Statute, Legislation or Regulation, it is agreed that if the Consultant shall
consider it necessary or desirable for any reason whatsoever to terminate this
Agreement prior to the end of the contract Period, then the Consultant may
terminate this Agreement on five (5) working days written notice to
Scout.  In the event of such a termination, Scout shall only be
responsible to compensate the Consultant for the months prior to and during the
month in which the termination is submitted and for approved expenses incurred
prior to the date of termination.

    


    9.02  Notwithstanding
anything herein contained, in the event that the Consultant should become
disabled through illness or accident and be unable to perform the service
required of him hereunder, then this Agreement shall thereupon terminate without
notice to the Consultant and Scout shall only be responsible to compensate the
Consultant for the months prior to and during the month in which the termination
is submitted and for approved expenses incurred prior to the date of
termination.

    



    
      
         


      

      
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    ARTICLE
X - Term of Contract

    


    10.01  Subject
to Article IX, this Agreement shall terminate on December 31, 2008, unless
extended by mutual written consent of Scout and the Consultant.

    


    


    ARTICLE
XI - Miscellaneous

    


    11.01  The
Consultant shall not assign this Agreement or any portion thereof without the
prior written consent of Scout.

    


    11.02  The
parties hereto acknowledge and agree that this Agreement contains the entire
agreement between them and supersedes all prior agreements or understandings,
oral or written, heretofore made between the parties in relation to work to be
performed by the Consultant for Scout.  Without restriction of the
foregoing, the Consultant hereby specifically agrees that this Agreement
operates in full satisfaction and settlement of any claims he might have for the
performance of work as a Manager and a Geologist on behalf of Scout previously
contemplated by the parties hereto.

    


    11.03  For
all purposes of or incidental to this Agreement, a notice to any party hereunder
may be delivered personally, be electronic email or by ordinary first-class
prepaid mail addressed to the appropriate party at the following
address:

    


    Scout Exploration Inc.

    609 - 475 Howe Street

    Vancouver, B.C.  V6C
2B3

    


    Attention:  Jason
Walsh

    Email:  jwalsh@thelonventures.com

    


    Kerrisdale Consulting Inc.

    600, 600 – 6th Avenue
S.W.

    Calgary, Alberta  T2P
0S5

    


    Attention:  Brian
C. Mahood

    Email:  brian.mahood@kerrisdaleresources.com

    


    


    Any
notice delivered by ordinary first-class prepaid mail shall be deemed delivered
three days after posting in Canada.

    


    11.04  This
Agreement shall be governed by and interpreted in accordance with the laws of
Alberta and the parties agree to attorn to the jurisdiction of the Courts of
Alberta.

    


    11.05  Time
shall be of the essence of this Agreement.

    


    11.06  The
headings used in this Agreement are for convenience only and are not to be
considered a part of the Agreement and do not in any way limit or amplify the
terms and provisions hereof.


    
      
         


      

      
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    11.07  When
the context so requires, the singular shall be read as if plural and the
provisions hereof shall be read with all grammatical changes necessary upon the
person referred to being male, female, firm or corporation.

    


    11.08  In
the event any provisions of this Agreement shall be deemed or found invalid or
void, in whole or in part, by any Court of competent jurisdiction, the remaining
terms and provisions hereof shall remain in full force and effect.

    


    


    


    


    


    


    


    IN
WITNESS WHEROF the parties hereto have executed this Agreement the day and year
first above written.

    


    


    


                       SCOUT
EXPLORATION INC.

    


    


    


                       Per:    _________________________________

                        President

    


    


                       Per:    _________________________________

    
 

    


    


    


                                                       KERRISDALE
CONSULTING INC.

    


    


    


       Per:    _________________________________

    


    



    
      
         


      

      
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    SCHEDULE
"A"

    


    


    SCOUT
EXPLORATION INC.

    


    JOB
DESCRIPTION

    


    


    


    


    
      	
              1.

            	
              Assist
      Scout with the purchase of the interests of the Joint Venture partners of
      Kerrisdale Resources Ltd.

            


    

    


    
      	
              2.

            	
              Manage
      the assets purchased from Kerrisdale Resources Ltd. and any other oil and
      gas assets acquired in Canada.

            


    

    


    
      	
              3.

            	
              Conduct
      geological studies and prepare recommendations relative to exploratory and
      development activities approved by Scout.  Collect and direct
      the preparation and/or analysis of geophysical data in order to recommend
      appropriate exploratory and development
  procedures.

            


    

    


    
      	
              4.

            	
              Assist
      Scout in making reserve estimates and economic
  analyses.

            


    

    


    
      	
              5.

            	
              Maintain
      contact with outside personnel in industry, associations and government in
      order to further Scout's interests.

            


    

    


    
      	
              6.

            	
              Perform
      other work and duties for which the Consultant is qualified as may be
      required from time to time.

            


    

    


     

     

    
 

    



    
      
         


      

      
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