Scout Exploration 8ak/A, Management Agreement

Exhibit 10.2

THIS MANAGEMENT AGREEMENT made this 1 st 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.







Page 1










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 ...