ADVISORY BOARD AGREEMENT

ADVISORY BOARD AGREEMENT

THIS AGREEMENT is dated for reference _____________________, 2007 (the “Effective Date”).

BETWEEN:

PANTERA PETROLEUM INC. , a body corporate with offices at 111 Congress Avenue, Suite 400, Austin, Texas 78701

(the “ Company ”)

AND:

________________________, an individual with an address at ________________________________________

(the “ Advisor ”)

WHEREAS:

A.             The Company is engaged in exploration and exploitation of oil and gas resources and properties (the “ Business ”);

B.             The Advisor is knowledgable in, among other things, the oil and gas industry;

C.             The Company seeks to receive advisory services from the Advisor, and the Advisor seeks to provide such services to the Company under the terms and conditions contained herein; and

D.             As consideration for such services, the Company wishes to issue shares of the Company’s common stock.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

ARTICLE   1

APPOINTMENT

1.1            Appointment of Advisor . The Company hereby agrees to appoint the Advisor as a member of the Company’s Advisory Board (the “ Advisory Board ”) and the Advisor hereby agrees, upon appointment, to provide the services set out in Article 2 hereof to the Company upon the execution of this Agreement.

ARTICLE   2

ADVISOR SERVICES

2.1            Advisor Services . Upon appointment, the Advisor shall be a member of the Advisory Board, participate in meetings of the Advisory Board, and otherwise provide the Company with advisory services in accordance with instructions from the Company from time to time.

ARTICLE   3

EXPENSES

3.1            Expense Statements . The Advisor may incur expenses in the name of the Company as agreed in advance in writing by the Company, provided that such expenses relate solely to the carrying out of the Advisor’s duties as a member of the Advisory Board. The Advisor will immediately forward all invoices for expenses incurred on behalf of and in the name of the Company and the Company agrees to pay said invoices directly on a timely basis.

ARTICLE   4

COMPENSATION

4.1            Restricted Shares . As compensation for being a member of the Advisory Board pursuant to this Agreement, the Company agrees to issue 100,000 shares of the Company’s common stock (the “ Shares ”) to the Advisor upon the appointment of the Advisor to the Advisory Board.

4.2            Advisor’s Acknowledgement . The Advisor acknowledges that the Shares will not be registered under the laws of any country, including the United States Securities Act of 1933 (the “ 1933 Act ”), or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, except in accordance with the provisions of Regulation S under the 1933 Act, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and only in accordance with all applicable securities laws. “United States” and “U.S. Person” are as defined by Regulation S under the 1933 Act.

4.3            Other Acknowledgements . The Advisor must complete, sign and return to the Company:

ARTICLE   5

DURATION, TERMINATION AND DEFAULT

5.1            Termination . This Agreement is deemed effective upon execution and will continue in force and effect unless terminated by either party who shall be entitled, at any time, to terminate this Agreement upon written notice delivered to the other party in accordance with the terms hereof.

5.2            Duties Upon Termination . Upon termination of this Agreement, the Advisor shall promptly deliver the following in accordance with the directions of the Company:

ARTICLE   6

CONFIDENTIALITY AND NON-SOLICITATION

6.1            Maintenance of Confidential Information . The Advisor acknowledges that in the course of his appointment hereunder the Advisor will, either directly or indirectly, have access to and be entrusted with the Confidential Information. For the purposes of this Agreement, “Confidential Information” includes, without limitation, any and all Intellectual Property Rights (as defined herein), trade secrets, inventions, innovations, techniques, processes, formulas, drawings, designs, products, systems, creations, improvements, documentation, data, specifications, technical reports, customer lists, supplier lists, distributor lists, distribution channels and methods, retailer lists, reseller lists, employee information, financial information, sales or marketing plans, competitive analysis reports and any other thing or information whatsoever, whether copyrightable or uncopyrightable or patentable or unpatentable, related to the business of the Company and not previously known by the Advisor in connection with the Business. The Advisor acknowledges that the Confidential Information constitutes a proprietary right, which the Company is entitled to protect. Accordingly, the Advisor covenants and agrees that during the term of this Agreement and thereafter until such time as all the Confidential Information becomes publicly known and made generally available through no action or inaction of the Advisor, the Advisor will keep in strict confidence the Confidential Information and shall not, without prior written consent of the Company in each instance, disclose, use or otherwise disseminate the Confidential Information, directly or indirectly, to any third party.

6.2            Protection of Confidential Information . The Advisor acknowledges that the Confidential Information will be provided to the Advisor, or the Advisor will be granted access to the Confidential Information, solely for the Advisor’s information as a member of the Advisory Board, and the Advisor agrees to receive the Confidential Information on the following terms and conditions: