Exhibit 10.5



                                IBK Capital Corp.
                               The Exchange Tower
                              130 King Street West
                             P.O. Box 451, Suite 640
                            Toronto, Ontario (Canada)
                                     M5X 1E4

                  Tel.  (416) 360-4505    Fax.  (416) 360-8513
                        E-mail: inquiries@ibkcapital.com
                               www.ibkcapital.com

October  19,  2007

Mr.  Terry  Fields
Chief  Executive  Officer
Spirit  Exploration  Inc.
118 Howe Street
Vancouver, BC V8V 4K4

Dear Terry:

In  accordance  with  our  recent discussions, IBK Capital Corp. ("IBK Capital")
will  endeavour  to  obtain  for  Spirit  Exploration  Inc.  ("Spirit"  or  the
"Company"),  on  terms  and  conditions  acceptable  to  the  Company, a private
placement  of  up  to  $10.0  million of units of common shares and common share
purchase  warrants  or  some  other  acceptable  financing  arrangement  (the
"Financing").


1.     FEES  AND  EXPENSES

The  Company  agrees  to  pay  IBK  Capital  the  following  fees:

A  non-refundable  work  fee  of  $25,000 (the "Work Fee"), $12,500 payable upon
signing  of  this  agreement  and  the  balance  within  30  days;

On  the closing date thereon a commission equal to 9% of the total amount of the
Financing  (the  "Commission").  In  addition,  Spirit  agrees  to  issue to IBK
Capital  common share purchase warrants of the Company ("Warrants").  The number
of Warrants to be issued to IBK Capital will be equal to 10% of the total amount
of  consideration  received  by  the  Company, divided by the offering price per
share  ("Offering  Price") under the Financing.  One Warrant entitles the holder
to  acquire  one  common  share  of the Company at a price equal to the Offering
Price  for  a  period  of  four  years  from  the closing date of the Financing.

The  Work  Fee  is  paid to IBK Capital to partially defray its upfront internal
costs  of  providing  the  services  contemplated  by  this agreement and is not
success  based  and  is  not  refundable in any circumstances. The Work Fee will
however  be  deductible  from  the  Commission  if  the  Financing is completed.

The  Company  also  agrees  to  pay IBK Capital for any reasonable out-of-pocket
expenses  incurred  in  connection  with  its  activities hereunder.  An expense
advance  of  $3,500 is payable upon the signing of this agreement.  This advance
will  be  primarily  used  for  office services including long distance charges,
printing,  postage  and other related expenses.  Any travel-related expenses are
to  be  approved  in  writing  by  the  Company in advance.  IBK Capital will on
request  provide  you with a periodic accounting of all expense advances made by
you.

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2.     TERM

The appointment of IBK Capital pursuant to this agreement will be effective from
the  date  first written above and will continue for six months.  This agreement
may,  however,  be  terminated or extended by the Company or by IBK Capital upon
notice  in writing or otherwise to the other party. It is understood that in the
event  of  the  termination or expiry of this agreement, IBK Capital retains the
right  to  be  paid  any  out-of-pocket  expenses  incurred  by it and due to it
pursuant  to  section  1  above,  on  or  before the date of such termination or
expiry.


3.     INFORMATION

The  Company  will  furnish  to  IBK  Capital  the  most  up to date information
concerning  the  Company  and  its assets as is available.  All such information
(the "Information") will be kept confidential by IBK Capital, except such of the
Information  as  has  been  made  public  by  the  Company.


4.      INDEMNIFICATION

The Company agrees to notify IBK Capital promptly of any assertion against it or
any  other  person  of any claim or the commencement of any action or proceeding
relating  to  any  transaction  contemplated  by  this  agreement.

The  Company  agrees  to indemnify and hold harmless IBK Capital, its directors,
employees,  agents  and  controlling persons (each being an "Indemnified Party")
from  and against any and all losses, claims, damages, liabilities and expenses,
joint  or  several  to which such Indemnified Party may become subject under any
applicable  Canadian  Federal or Provincial law which are caused by or arise out
of  (i)  any  untrue  statement  or  alleged untrue statement of a material fact
contained  in  the  Information or the omission or the alleged omission to state
therein  a  material  fact necessary in order to make the statements therein not
misleading in light of the circumstances under which they were made, or (ii) any
transaction  contemplated  under  this  agreement or IBK Capital's providing the
services  to  the  Company  pursuant to this agreement.  However, such indemnity
will  not  apply  under  this clause to the extent that any loss, claim, damage,
liability  or  expense  is found in a final judgment by a court to have resulted
primarily from the gross negligence or bad faith of IBK Capital in rendering the
services  to  the  Company  pursuant  to  this  agreement.

In  the event IBK Capital appears as a witness in any action brought against the
Company  in  which an Indemnified Party is not named as a defendant, the Company
agrees  to  reimburse  IBK Capital for all reasonable expenses incurred by it in
connection  with  so  appearing and to compensate IBK Capital in an amount to be
mutually  agreed  upon.


5.     JURISDICTION

The  terms of this agreement shall be interpreted by and construed in accordance
with  and  governed  by  the  laws  of  the  Province  of  Ontario.

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If  the  foregoing  terms correctly set forth the terms of the agreement between
the Company and IBK Capital, please confirm this by signing and returning to IBK
Capital  the  duplicate  copy  of  this  letter.

Yours  very  truly,

IBK  CAPITAL  CORP.





By  \s\ William F. White
    ------------------------
       William  F.  White
       President

Accepted  as  of  the  date  first  written  above:

SPIRIT  EXPLORATION  INC.


By  \s\ Terry Fields
    ------------------------
       Terry  Fields
       Chief  Executive  Officer



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