Scout Exploration 8K, Business Consulting Agreement

BUSINESS CONSULTING AGREEMENT

THIS BUSINESS CONSULTANT AGREEMENT (the "Agreement") is made and entered into in duplicate this 10th day of March, 2008 (the "Effective Date"), by and among Scout Exploration, Inc., a Nevada corporation (the "Corporation"), and Donald Jackler (the "Consultant").

RECITALS

A. The Corporation desires to engage the services of the Consultant to consult with the Corporation regarding certain opportunities available to the Corporation and other related matters.

B. The Consultant desires to so consult with the Board of Directors of the Corporation (the "Board") and the officers of the Corporation concerning those matters.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, UNDERTAKINGS AND COVENANTS SPECIFIED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

1. Incorporation of Recitals. The recitals of this Agreement, specified above, by this reference, are made a part of this Agreement as though specified completely and specifically at length in this Agreement.

2. Term of Agreement. The respective duties and obligations of the parties to this Agreement shall commence on the Effective Date and continue for a period of six (6) months after the Effective Date and terminate automatically at the end of that period, unless the term of this Agreement is extended for an additional term of six (6) months by the agreement of the parties at least thirty (30) prior to the date of termination. The provisions of this section notwithstanding, in the event either party materially breaches any of that party's obligations created by the provisions of this Agreement, the other party may terminate this Agreement by providing written notice of termination to the breaching party, which notice shall be given no later than ten (10) days before the date of such termination and specify the breach which causes that termination.

3. Consultations. The Consultant shall consult with and to provide advice to the Board and the officers of the Corporation, at reasonable times, concerning any issue of importance regarding the business and affairs of the Corporation, including, but not limited to, various opportunities available to the Corporation and other related matters. Specifically, the Consultant shall, subject to the limitations specified in this Agreement, (i) assist the officers of the Corporation in connection with certain delegated matters regarding the funding and capital requirements of the Corporation and (ii) introduce the Corporation to investment bankers, lenders, broker-dealers, institutional investors, and qualified prospective candidates for purposes of allowing the Corporation to consider and, if appropriate, consummate and close certain transactions and other opportunities. Additionally, no later than March 20, 2008, the Consultant shall prepare and deliver to the Corporation an analysis and report regarding the business of the Corporation, which shall be prepared using information provided by or on behalf of the Corporation. Each month during the month of this Agreement, the Consultant shall prepare and deliver to the Corporation no later than 20th day of each month during the term of this Agreement, beginning on




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April 20, 2008, updated information and reports regarding the business of the Corporation. The provisions of this section notwithstanding, the Consultant shall not be required to (i) participate or be involved in any negotiations among the Corporation and any prospective investor in, or prospective lender to, the Corporation; (ii) participate or be involved in negotiating the terms and conditions of any equity purchase or lending transaction among the Corporation on the one hand, and any prospective investor or lender, on the other hand; (iii) participate or be involved in any lending or sales transaction in any manner whatsoever regarding the offer and sale by the Corporation of the Corporation's securities; (iv) participate, directly or indirectly, in the preparation of any information relating to the offer and sale of a security to be issued by the Corporation; (v) distribute to any person any information regarding the offer and sale of a security by the Corporation; (vi) provide any advice , directly or indirectly, regarding the valuation of any securities of the Corporation; and (vii) engage in any due diligence activities, directly or indirectly, regarding the offer and sale of securities by the Corporation.

4. Compensation. As compensation to the Consultant for his services provided pursuant to the provisions of this Agreement, the Corporation shall issue or cause to be issued to the Consultant on the Effective Date one hundred fifty thousand (150,000) shares of the Corporation's $.001 par value common stock, which shall be evidenced and represented by six (6) certificates, each evidencing and representing twenty-five thousand (25,000) of those shares. In the event the term of this Agreement is extended, pursuant to the provisions of Section 2 of this Agreement, as additional compensation for those services to be provided by the Consultant to the Corporation during such extended term, the Corporation will issue or caused to be issued to the Consultant one hundred fifty thousand (150,000) shares of the Corporation's $.001 par value common stock, which shall be evidenced and represented by six (6) certificates each evid encing and representing twenty-five thousand (25,000) shares. As additional compensation for the services to be provided by the Consultant to the Corporation pursuant to the provisions of this Agreement, the Corporation will issue or cause to be issued to the Consultant options to purchase one hundred thousand (100,000) shares of the Corporation's $.001 par value common stock at an exercise price of $.40 per share for a period of one year immediately after the Effective Date. The shares of the Company's $.001 par value common stock to be issued to the Consultant, pursuant to the provisions of this Section 4 shall be "restricted securities" (that term is defined by the provisions of Rule 144 promulgated by the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as from time to time amended).

5. Management Power of the Consultant. The business affairs of the Corporation and the operation of business of the Corporation shall be conducted by the officers, administrative staff, and employees of the Corporation. It is the intention of ...