Exhibit 10.12

                                PROMISSORY NOTE

                                    $113,000

                              DATE: April 30, 2007

     FOR  VALUE  RECEIVED, Spirit Exploration, Inc. ("Maker") hereby promises to
pay  to  Terry  Fields  ("Holder") the principal sum of one hundred and thirteen
thousand  dollars  ($113,000.00),  payable on demand and without interest.  This
Note  is  not  secured.

     The  principal  of, and any interest on, this Note are payable in such coin
or  currency  of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the  Note  Register of the Company as designated in writing by the Holder hereof
from  time  to time. Maker will pay the outstanding principal of and any and all
accrued and unpaid interest due upon this Note, less any amounts required by law
to  be  deducted  or withheld, to the record Holder of this Note pursuant to the
terms of this Note and addressed to such Holder at the last address appearing on
the  Note  Register.  The forwarding of such funds shall constitute a payment of
outstanding principal and interest hereunder and shall satisfy and discharge the
liability  for  principal  and  interest  on  this Note to the extent of the sum
represented  by  such  payment  plus  any  amounts  so  deducted  or  withheld.

This  Note  is  subject  to  the  following  additional  provisions:

1.     Assignment of Note.  This Note may be assigned in whole or in part by the
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Holder  without  the  consent  of  the  Maker.

2.     Obligations  of the Maker Herein are Unconditional.  No provision of this
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Note  shall  alter  or  impair  the obligation of the Maker, which obligation is
absolute  and  unconditional,  to repay the principal amount of this Note at the
time,  place, rate, and in the coin currency, hereinabove stated.  This Note and
all  other Notes now or hereafter issued in replacement of this Note on the same
or  similar  terms  are  direct  obligations  of  the  Maker.

3.     Waiver of Demand, Presentment, Etc.  Maker hereby expressly waives demand
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and  presentment  for payment, notice of nonpayment, protest, notice of protest,
notice  of dishonor, notice of acceleration or intent to accelerate, bringing of
suit  and diligence in taking any action to collect amounts called for hereunder
and shall be directly and primarily liable for the payment of all sums owing and
to  be  owing hereunder, regardless of and without any notice, diligence, act or
omission  as  or  with  respect  to  the  collection  of  any  amount called for
hereunder.

     4.     Attorney's  Fees.  Maker  agrees  to  pay  all  costs  and expenses,
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including  without  limitation reasonable attorney's fees, which may be incurred
by  the  Holder in collecting any amount due under this Note or in enforcing any
of  Holder's  conversion  rights  as  described  herein.

<PAGE>
     5.     Enforceability.  In case any provision of this Note is held by a
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court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.

     6.     Entire  Agreement.  This  Note  and  the  Assignment  related hereto
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constitutes  the  full and entire understanding between the Maker and the Holder
with  respect  to  the subject matter hereof and thereof.  Neither this Note nor
any term hereof may be amended, waived, discharged or terminated other than by a
written  instrument  signed  by  the  Maker  and  the  Holder.

     7.     Governing  Law.  This  Note  shall  be  governed by and construed in
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accordance  with  the  laws  of the state of Nevada without giving effect to
applicable  principles  of  conflict  of  law.

     8.     Headings.  Headings in this Note are for convenience only, and shall
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not  be  used  in  the  construction  of  this  Note.

     IN WITNESS WHEREOF, Maker has caused this instrument to be duly executed by
an  officer  thereunto  duly  authorized,  all  as of the date first hereinabove
written.

                    SPIRIT  EXPLORATION,  INC


                    By: \s\ Peter Laipnieks
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                        Peter  Laipnieks,  President