CONSULTING
SERVICES AGREEMENT

    


    This Consulting Services Agreement
(“Agreement”), dated October 22, 2010 is made by and between James Casperson
(“Consultant”), whose address is 6483 South Vance Street, Littleton, Colorado
80123, and Glen Rose Petroleum Corporation, a Delaware corporation (“Company”),
having its principal place of business at 22762 Westheimer Parkway, Suite 515,
Katy, Texas 77450.

    


    WHEREAS,
Consultant has extensive background and knowledge in the area of financial
record keeping, accounting and financial reporting in the oil and natural gas
industry;

    


    WHEREAS,
Consultant desires to be engaged by Company, and Company desires to engage
Consultant, to provide information, evaluation and consulting services to the
Company in his area of financial knowledge and expertise, on the terms and
subject to the conditions set forth herein;

    


    NOW,
THEREFORE, in consideration for those services Consultant provides to Company,
the parties agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Agreement.  The
      completed and signed Schedules attached to this Agreement shall form part
      of this Agreement and shall be governed by this Agreement, unless
      otherwise specified on the
Schedule.

            


    

    
      	
               
      

            	
              2.

            	
              Services. Company is
      retaining the services of the Consultant, to provide consulting services
      outlined in Schedule A (the “Services”), in accordance with the terms and
      conditions contained in this Agreement. During the term of this Agreement,
      Consultant shall provide the Services to Company exclusively, and shall do
      so in a professional, business-like manner in accordance with applicable
      law and, if applicable, company workplace
  policies.

            


    

    
      	
               
      

            	
              3.

            	
              Term. The term of this
      Agreement will be for 90 days, commencing on October 25, 2010, and ending
      on January 22, 2011, unless this Agreement is terminated earlier in
      accordance with the termination provisions below in this Agreement or is
      terminated or extended by written agreement of the
  parties.

            


    

    
      	
               
      

            	
              4.

            	
              Consultant
      status.  Consultant’s relationship with the company, as
      created by this Agreement, is that of an independent contractor and
      Consultant is not an officer or employee for any
  purpose.

            


    

    
      	
               
      

            	
              5.

            	
              Fees. The fees shall be
      as outlined in Schedule B. For greater certainty, Company shall not be
      liable to provide or pay for any benefits, such as, health, dental or
      worker’s compensation insurance coverage, pension contributions, vacation
      time or vacation pay, overtime pay, sick leave or emergency leave on
      account of Consultant or termination or severance pay, and Consultant
      acknowledges that it is not entitled to any of the foregoing
      benefits.

            


    

    
      	
               
      

            	
              6.

            	
              Business Expenses.
      Company shall reimburse Consultant for reasonable and necessary expenses
      incurred by Consultant that have been pre-authorized by Company. Company
      will not reimburse Consultant for expenses related to a home office, tools
      and equipment, or travel to and from Consultant’s residence and the
      Company’s place of business.

            


    

    
      	
               
      

            	
              7.

            	
              Invoices. Consultant
      shall invoice Company monthly for the cash fees, as outlined in Schedule
      B. The invoice will set out the dates that consulting services were
      provided, the hours worked and the total fees payable.Company shall pay
      the invoices within 15 days after
receipt.

            


    

    
      	
               
      

            	
              8.

            	
              Indemnification

            


    

    
      	
               
      

            	
              (a)
      Company.  Company agrees to indemnify, defend, and shall
      hold harmless Consultant and /or his agents, and to defend any action
      brought against said parties with respect to any claim, demand, cause of
      action, debt or liability, including reasonable legal fees to the extent
      that such action is based upon a claim that: (i) is true, (ii) would
      constitute a breach of any of Company’s representations, warranties, or
      agreements hereunder, or (iii) arises out of the negligence or wilful
      misconduct of Company, or any Company content to be provided by Company
      and does not violate any rights of third parties, including, without
      limitation, rights of publicity, privacy, patents, copyrights, trademarks,
      trade secrets, and/or licenses.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    (b)
Consultant.  Consultant agrees to indemnify, defend, and shall
hold harmless Company, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand, cause of action,
debt or liability, including reasonable legal’ fees, to the extent that such an
action arises out of the gross negligence or wilful misconduct of
Consultant.

    (c) Notice. In claiming any
indemnification hereunder, the indemnified party shall promptly provide the
indemnifying party with written notice of any claim, which the indemnified party
believes falls within the scope of the foregoing paragraphs. The indemnified
party may, at its expense, assist in the defense if it so chooses, provided that
the indemnifying party shall control such defense, and all negotiations relative
to the settlement of any such claim. Any settlement intended to bind the
indemnified party shall not be final without the indemnified party's written
consent, which shall not be unreasonably withheld.

    
      	
               
      

            	
              9.

            	
              Limitation of Liability.
      Consultant shall have no liability for consequential, exemplary, special,
      incidental, or punitive damages even if Consultant has been advised of the
      possibility of such damages. In any event, the liability of Consultant to
      Company for any reason and upon any cause of action, regardless of the
      form in which the legal or equitable action may be brought, including,
      without limitation, any action in tort or contract, shall not exceed the
      aggregate of the compensation paid by Company to Consultant for the
      specific service provided that is in
question.

            


    

    
      
        	
              	
                10.

              	
                Information provided.
      Company shall provide all relevant, accurate and timely information
      relating to financial and accounting purposes including, but not limited
      to, full disclosure of all contracts, obligations, Board resolutions and
      issuance of equity and debt
instruments.

              


      

    

    
      
        	
              	
                11.

              	
                Termination of
      Agreement. This Agreement may be terminated before the end of the
      original term by either party by any of the following
    events:

              


      

    

    
      	
               
      

            	
              i)

            	
              Two
      weeks written or verbal notice by either Party to the other, which may be
      effective immediately or termination effective a mutually agreeable date
      or

            


    

    
      	
               
      

            	
              ii)

            	
              Upon
      the bankruptcy or insolvency of either Party;
or

            


    

    
      	
               
      

            	
              iii)

            	
              Upon
      the death or incapacity of the
Consultant.

            


    

    
      
        	
              	
                12.

              	
                Intellectual and Proprietary
      Rights. The Consultant recognizes that all rights, including,
      without limitation, all intellectual and other proprietary rights, and
      documentation related thereto, which have been provided by Company to
      Consultant in connection with the performance of any of the services, are
      owned and shall continue to be owned by Company. Consultant also
      recognizes and agrees further that all intellectual and other proprietary
      rights, in and to any methods, systems, inventions, concepts, ideas,
      know-how, data and databases, technology, and any enhancements,
      modifications, or additions to the foregoing or to any products owned,
      marketed or used by as well as any and all material, documentation,
      information and goods of Company, which have been created or developed by
      Consultant in connection with the performance of the Services shall inure
      to the benefit of and belong to
Company.

              


      

    

    
      
        	
              	
                13.

              	
                Confidentiality. The
      Consultant further acknowledges that in the course of providing the
      Services he may acquire nonpublic information that is confidential to
      Company which information is the property of Company. As such, Consultant
      agrees to treat all such information as confidential and not to use or
      disclose any such information, except as necessary in the performance of
      Services or as may be required by applicable
  law.

              


      

    

    
      
        	
              	
                14.

              	
                Arbitration.  (a)
      Upon the request of any party, any dispute, controversy or claim arising
      out of or in connection with, or relating to this Agreement or any breach
      or alleged breach hereof, shall be submitted to, and settled by, binding
      arbitration in Harris County, Texas administered by the American
      Arbitration Association (“AAA”) in accordance with the Commercial
      Arbitration Rules and the Optional Rules for Emergency Measures of
      Protection of AAA. The disputing parties may also agree to arbitration at
      any time or at any other place or under any other form of arbitration
      mutually acceptable to the parties so
involved.

              


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                (b)

              	
                The
      AAA arbitration award shall be final and binding, and a court having
      jurisdiction may enter judgment upon the award rendered by
      the arbitrator(s). The parties hereby irrevocably consent and submit
      to the jurisdiction of any federal or state court in the Harris
      County, Texas, for this purpose and waive any objections to such
      judgment based on venue and/or forum non conveniens. Any
      provisional remedy which would be available from a court of law shall
      be available from the arbitrator(s) to the parties to this
      Agreement pending arbitration. Three neutral arbitrators chosen by
      AAA shall conduct the arbitration. The parties shall equally bear the
      arbitration expenses, provided that each party shall pay for and bear
      the cost of its own experts, evidence, and counsel’s
      fees.

              


      

    

    
      
        	
              	
                15.

              	
                Notices. Any and all
      notices required under this Agreement shall be in writing and shall
      be either hand-delivered or mailed, certified mail, return receipt
      requested, or delivered by courier delivery service, addressed
      to:

              


      

    

    


    To
Company: Attn.: Andrew Taylor-Kimmins

    Glen Rose
Petroleum Corporation

    22762
Westheimer Parkway, Suite 515

    Katy, TX
77450

    


    
      
        
          	
                  To
      Consultant:  

                	
                  James
      Casperson

                
	 
      	
                  6483
      South Vance Street

                
	 
      	
                  Littleton,
      Colorado 80123.

                


        

      

    

    


    All
notices shall be deemed delivered as of the date actually delivered or a
proper delivery is refused. Any changes in any of the addresses listed herein
shall be made by notice as provided in this Section.

    
      
        	
              	
                16.

              	
                Assignment. This
      Agreement is not assignable by the company without Company’s prior written
      consent.

              


      

    

    
      
        	
              	
                17.

              	
                Counterparts.  This
      Agreement shall be executed in any number of counterparts which may be
      original or photostatic copies, which may be confirmed by facsimile
      signature transmitted by telephone, and each copy bearing original or
      facsimile signatures shall be deemed a duplicate
  original.

              


      

    

    
      
        	
              	
                18.

              	
                Governing Law. The
      Parties agree that this Agreement shall be governed by the laws of the
      State of New York.

              


      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.

     

    Glen Rose
Petroleum Corporation

     

    
      
        
          
            	
                    By:

                  	
                    /s/ Andrew Taylor-Kimmins

                  	 
      	
                    /s/ James Casperson

                  	 
	
                    Name:  Andrew
      Taylor-Kimmins

                  	 
      	
                    James
      Casperson

                  	 
	
                    Title:    CEO

                  	 
      	 
      	 


          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    Schedule
A

     

    Compensation

     

    Consultant
will be available to Company on an as needed basis, with the understanding that
this will be approximately 10 hours per week and without the prior approval of
the Company, shall not exceed 40 hours per month.

     

    In
consideration for the Services, Consultant will be entitled to be paid at the
hourly rate of $125 per hour, which amount is being settled, by agreement of the
parties, as follows:

     

    
      	
               
      

            	
              1.

            	
              Services
      Pre-payment:  On or before November 1, 2010, Company shall
      direct its transfer agent to issue to Consultant 37,500 shares of
      restricted common stock of the Company, which shall have a standard
      restrictive legend.

            


    

     

    
      	
               
      

            	
              2.

            	
              Monthly
      Services Billing:  At the end of each 30 day period during the
      term of this Agreement, Consultant shall submit a written invoice to
      Company that shall include the dates that the Services were provided, the
      hours worked and the total fees payable calculated at the rate of $62.50
      per hour (which is the agreed rate reflecting adjustment by reason of the
      Services Pre-payment).

            


    

     

    
      	
               
      

            	
              3.

            	
              Services
      Completion Bonus - On or before January 14, 2011, Company shall deliver to
      Consultant a warrant for the purchase of 10,000 shares of Company’s common
      stock at a per share exercise price of $0.60 per
  share.

            


    

     

    Consultant
has incurred costs to interview and meet in Rocksprings and New York of
$1,512.  Reimbursement for these costs will be made by October 31,
2010.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    Schedule
B

     

    The
Services

     

    The
Services are accounting and financial consulting services to include, but not be
limited to:

    


    
      	
               
      

            	
              ·

            	
              Assistance
      with establishing accounting, financial and operational reporting
      systems

            


    

    
      	
               
      

            	
              ·

            	
              Creating
      and accounting infrastructure to assist management in the operations of
      the company

            


    

    
      	
               
      

            	
              ·

            	
              Provide
      financial and accounting consulting services related to Securities and
      Exchange Commission quarterly and annual reports and other reporting to
      government agencies

            


    

    
      	
               
      

            	
              ·

            	
              Assistance
      with investor relations

            


    

    
      	
               
      

            	
              ·

            	
              Assistance
      with infrastructure for
communications

            


    

    
      	
               
      

            	
              ·

            	
              Assistance
      with planning

            


    

    
      	
               
      

            	
              ·

            	
              Assistance
      with administrative and financial operations of the
  company

            


    

    
      	
               
      

            	
              ·

            	
              Hiring
      and training personnel

            


    

    


    Consultant
shall report to the CEO and otherwise as reasonably directed by the
SEO.


    
      
         


      

      
        5