exhibit10_4.htm


    Pioneer Exploration
Inc.

    202 – 700
West Pender Street

    Vancouver,
British Columbia

    V6C
1G8

    


    November
5, 2008

    


    Scott
Macleod

    102
Aberdeen Road

    1287
RR1

    Pleasantville,
Nova Scotia

    V0R
1Z0

    


    


    Dear
Sir:

    


    Re:  Macallan Oil
& Gas Inc. - Option to purchase Shares

    


    This
letter will confirm our numerous discussions concerning the proposed purchase of
up to 75,000 free trading common shares in the capital of Macallan Oil & Gas
Inc. (the “Shares”).

    


    This
Letter Agreement sets forth the terms and conditions of the proposed purchase,
which, when accepted by you, will form a binding agreement between us, such
agreement to be embodied in due course in a more formal agreement (the “Formal
Agreement”).

    


    Background

    


    For the
purposes of our proposed acquisition, we have each relied upon the following
information:

    


    
      	
              (a)

            	
              Macallan
      Oil & Gas Inc. (the “Company”) has a 39%
      revenue interest in an oil discovery in
  Trinidad;

            


    

    


    
      	
              (b)

            	
              you
      are the beneficial owner of your Shares and have the authority and control
      to sell those Shares:

            


    

    


    


    
      	
              (c)

            	
              there
      are no options, rights or other agreements to purchase the Shares, and
      none of you have granted anyone else the right to purchase the
      Shares.

            


    

    


    Proposed
Acquisition

    


    Based on
the foregoing information, we agree as follows:

    


    
      	
              1.

            	
              We
      or our nominee will purchase from all of you all of the
      Shares.

            


    

    


    
      	
              2.

            	
              The
      purchase price of the Shares will be CDN$56,250, with CDN$9375 payable
      within 10 days of closing and 5 payments of $9375 every 60 days thereafter
      until the purchase price is paid in
full.

            


    

    


    
      	
              3.

            	
              You
      will deliver the Shares upon receipt of final
  payment

            


    

    


    
      	
              4.

            	
              If
      we raise CDN$250,000 or more at any one time we will pay out the remaining
      payments on demand.

            


    

    


    
      	
              5.

            	
              It
      is understood that contained in the Formal Agreement will be the normal
      and usual covenants and warranties for a transaction of this nature,
      including among other things, but without limitation, the ownership of the
      Shares and your right to sell the
Shares.

            


    

    


    
      	
              6.

            	
              The
      Formal Agreement will also contain customary conditions precedent to
      closing, including, without limitation, the
  following:

            


    

    


    
      	
               
      

            	
              a.

            	
              We
      conduct due diligence searches and obtain satisfactory results from those
      searches.

            


    

    


    
      	
               
      

            	
              b.

            	
              You
      obtain any required consents for the transfer of the
    Shares.

            


    

     

    
      
         

      

      
        Page
- 1

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              The
      Formal Agreement will provide that if these conditions are not fulfilled
      or waived prior to closing, the obligations of the parties thereunder will
      be null and void unless the fulfilment of any such condition was
      reasonably capable of being
performed.

            


    

    


    
      	
              7.

            	
              All
      information will be kept confidential and will be divulged by the parties
      only to their respective principals and professional advisors or as
      required by law.

            


    

    


    
      	
              8.

            	
              Prior
      to execution of the Formal Agreement and so long as negotiations on this
      proposal continue and are being pursued in good faith, you agree to
      neither solicit expressions of interest nor offers from any other parties
      concerning the sale of the Shares nor to negotiate same or to take any
      steps in furtherance thereof.

            


    

    


    Miscellaneous

    


    
      	
              9.

            	
              Each
      of the parties hereby will pay their own costs, expenses and fees
      (including, without limitation, legal counsel) incurred in connection with
      the preparation, execution and the consummation of this Letter Agreement
      and the Formal Agreement.

            


    

    


    
      	
              10.

            	
              This
      Letter Agreement and the Formal Agreement will be interpreted in
      accordance with the laws of the Province of British Columbia and will
      enure to the benefit of and be binding upon us and our respective heirs,
      successors and permitted assigns.

            


    

    


    
      	
              11.

            	
              We
      agree to sign such further and other deeds and documents, including
      without limitation, the Formal Agreement and to give such further and
      other assurances as may be necessary to fully implement this Letter
      Agreement.

            


    

    


    
      	
              12.

            	
              If
      the foregoing accurately sets forth your understanding of our agreement,
      please sign this Letter Agreement where indicated below which will then
      form a binding agreement between us, subject only to the terms and
      conditions aforesaid.  We will then immediately begin our due
      diligence and preparation of the Formal
  Agreement.

            


    

    


    13           Should
the purchaser fail to make payment with in 5 business days of the agreed to
purchasedays the seller has the right to withdraw from this purchase and sale
agreement whereby thepurchaser waives the right to purchase the balance of
shares agreed to in this documentunless otherwise agreed to by the
seller.

    


    Yours
truly,

    


    Pioneer
Exploration Inc.

    


    Per:          /s/ Tom
Brady                                                                                                                     c/s


      Authorized
Signatory

    


    


    ACCEPTED
AND AGREED TO THIS  5TH  DAY OF
NOVEMBER, 2008:

    


    


    


    /s/ Scott Macleod

    


      Scott Macleod

    


    
      
         

      

      
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