PROMISSORY
NOTE

     

    
      
        	
                [PRINCIPAL
      AMOUNT]

              	
                April
      7, 2010

              


      

    

    


    FOR VALUE RECEIVED, and intending to be
legally bound, Scout Acquisition, Inc. (the “Maker”), hereby unconditionally and
irrevocably promises to pay to the order of [NOTE HOLDER] (the “Payee”),
in lawful money of the United States of America, the sum of [PRINCIPAL AMOUNT] on or
before the earlier of (i) December 31, 2012 or (ii) the date that the Maker (or
a wholly owned subsidiary of the Maker) consummates a merger or similar
transaction with an operating business (the “Maturity Date”).

    


    Interest shall accrue on the
outstanding principal balance of this Promissory Note on the basis of a 360-day
year from the date the Maker receives the funds from the Payee until paid in
full at the rate of twelve percent (12%) per annum, and shall be due and payable
at the Maturity Date, or the prepayment date, if any, whichever is earlier. This Promissory Note may
be prepaid in whole or in part at any time or from time to time prior to the
Maturity Date.

    


    For purposes of this Promissory Note,
an "Event of Default" shall occur if the Maker shall: (i) fail to pay the entire
principal amount of this Promissory Note when due and payable, (ii) admit in
writing its inability to pay any of its monetary obligations under this
Promissory Note, (iii) make a general assignment of its assets for the benefit
of creditors, or (iv) allow any proceeding to be instituted by or against it
seeking relief from or by creditors, including, without limitation, any
bankruptcy proceedings.

    


    In the event that an Event of Default
has occurred, the Payee or any other holder of this Promissory Note may, by
notice to the Maker, declare this entire Promissory Note to be forthwith
immediately due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the
Maker.  In the event that an Event of Default consisting of a
voluntary or involuntary bankruptcy filing has occurred, then this entire
Promissory Note shall automatically become due and payable without any notice or
other action by Payee.  Commencing five days after the occurrence of
any Event of Default, the interest rate on this Note shall accrue at the rate of
18% per annum.

    


    The nonexercise or delay by the Payee
or any other holder of this Promissory Note of any of its rights hereunder in
any particular instance shall not constitute a waiver thereof in that or any
subsequent instance.  No waiver of any right shall be effective unless
in writing signed by the Payee, and no waiver on one or more occasions shall be
conclusive as a bar to or waiver of any right on any other
occasion.

    


    Should any part of the indebtedness
evidenced hereby be collected by law or through an attorney-at-law, the Payee or
any other holder of this Promissory Note shall, if permitted by applicable law,
be entitled to collect from the Maker all reasonable costs of collection,
including, without limitation, attorneys’ fees.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    All notices and other communications
must be in writing to the address of the party set forth in the first paragraph
hereof and shall be deemed to have been received when delivered personally
(which shall include via an overnight courier service) or, if mailed, three (3)
business days after having been mailed by registered or certified mail, return
receipt requested, postage prepaid. The parties may designate by notice to each
other any new address for the purpose of this Promissory Note.

    


    Maker hereby forever waives
presentment, demand, presentment for payment, protest, notice of protest, and
notice of dishonor of this Promissory Note and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Promissory Note.

    


    This Promissory Note shall be binding
upon the successors and assigns of the Maker, and shall be binding upon, and
inure to the benefit of, the successors and assigns of the Payee.

    


    This Promissory Note shall be governed
by and construed in accordance with the internal laws of the State of New
York.  All disputes between the Maker and the Payee relating in any
way to this Promissory Note shall be resolved only by state and federal courts
located in New York County, New York, and the courts to which an appeal
therefrom may be taken.

    


    IN WITNESS WHEREOF, the undersigned
Maker has executed this Promissory Note as of April 7, 2010.

     

    
      	 
      	
              MAKER:

            
	 
      	 
      
	 
      	
              SCOUT
      ACQUISITION, INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:______________________________________

            
	 
      	
              Name:
      Scott Baily

            
	 
      	
              Title:
      President

            


    

     

    
      
         

      

      
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