Exhibit 10.2

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                              EMPLOYMENT AGREEMENT


     This  EMPLOYMENT  AGREEMENT  (hereafter the "Agreement"), dated as of April
11,  2007 (hereafter the "Effective Date"), is between Spirit Exploration, Inc.,
a Delaware corporation (hereafter the "Company") and Terry Fields (hereafter the
"Executive").

     1.  Employment. The Company hereby employs the Executive, and the Executive
hereby  agrees to employment with the Company, upon all the terms and conditions
set  forth  below. Executive represents and warrants that: (a) he has full power
and  authority to enter into this Employment Agreement, (b) he is not restricted
in  any manner whatsoever from performing the duties described below, and (c) no
agreement, covenant or other matter prohibits or limits his ability or authority
to  enter  into  this  Agreement  or  perform all of the duties described below.
Executive's  employment with the Company shall include service for the Company's
direct  and  indirect subsidiaries and affiliated entities (the "Subsidiaries").

     2.  Employment Term. The "Employment Term" and Executive's employment under
this  Agreement  shall  commence  on the Effective Date and shall continue for a
period  of  five  (5)  years  from  the  Effective  Date, ending at the close of
business  on  April  11, 2012, provided, however, that the Employment Term shall
automatically extend for successive one-year periods (such extensions also being
referred  to  as  the  "Employment  Term"),  as  long as neither party has given
written notice to the other party at least 180 days prior to the end of the then
current term that such term shall not be extended, and further provided that the
Agreement  has  not been terminated earlier in accordance with the provisions of
Section  8  below. If the Executive's employment terminates for any reason, with
or without Cause, the Executive shall not be entitled to any payments, benefits,
damages, awards, or compensation other than as provided in Section 8 below or as
otherwise provided by law or by any applicable employee benefit plan in which he
participates.  The  parties  acknowledge  that  certain  obligations  under this
Agreement  survive  the  end  of  Executive's  employment.

     3.     Position and Duties.

          (a)  Chief  Executive  Officer and Secretary. The Company shall employ
     the Executive as its Chief Executive Officer and Secretary. Executive shall
     report  to  the  Company's  Board of Directors (the "Board") or the Board's
     designee. Executive shall be appointed to the Board, without any additional
     compensation.  Executive  shall  serve  as  a member of the Board and as an
     officer  and/or  director  of  any  Subsidiaries. Executive shall have such
     responsibilities and duties as are commensurate with the positions of Chief
     Executive  Officer  and  Secretary  in an entity comparable to the Company,
     including,  without  limitation,  developing  and  implementing  an overall
     strategic  plan  and  annual  business  plans  for the Company, raising new
     capital,  and  supervising  day-to-day operations of the Company. The Board
     shall have the right to modify Executive's duties and responsibilities from
     time  to  time  as  the  Board  may  deem  necessary  or  appropriate.


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<PAGE>
          (b)  Manner  of Employment. Executive shall faithfully, diligently and
     competently  perform  his  responsibilities  and  duties.

     4.  Base  Compensation. Commencing on the Effective Date, the Company shall
pay the Executive base compensation in the gross amount of $10,000 per month for
the first twelve months, which payment shall be deferred until April 11, 2008 or
until  funding  of  the  Company,  whichever is earlier. Commencing on April 11,
2008,  the Company shall pay the Executive base compensation in the gross amount
of  $20,000  per  month,  which payment shall be paid periodically in accordance
with  normal  Company  payroll  practices.  Thereafter  Base  Compensation shall
increase  by 5% annually. Base compensation shall also be subject to reviews and
increases  in  the  sole  discretion  of  the  Board  ("Base  Compensation").

     5.  Additional  Consideration.  In addition to Base Compensation, Executive
shall  be  entitled:

          (a)  To  an immediate grant of a Common Stock Purchase Warrant, in the
     form  attached  as  Exhibit  A  hereto,  to  purchase 800,000 shares of the
     Company's  common  stock for a period of five years at an exercise price of
     $1.00  per  share.

     6.  Employment  Benefits.  Executive  shall  be  entitled  to the following
benefits  during  the  Employment  Term:

          (a)  Expense  Allowance.  Executive  shall  be reimbursed for business
     related  expenses  reasonably  and  necessarily  incurred  and  advanced by
     Executive  in  performing  his duties for the Company, subject to review by
     the  Chairman  of  the Board or his designee and in accordance with Company
     policy  as  it  exists  from  time  to  time.

          (b)  Other  Benefits.  Executive may participate in all other employee
     benefit  plans and programs as the Company may, from time to time, offer to
     its  executive  employees, subject to the same terms and conditions as such
     benefits  are  generally  provided  by  the  Company. All such benefits are
     subject to plan documents (where applicable) and the Company's policies and
     procedures.  Nothing  in  this  Section  6(c)  guarantees that any specific
     benefit  will  be provided or offered by the Company which has the right to
     add,  modify,  or  terminate  benefits  at  any  time.

     7.  Bonus.  For fiscal years during the Employment Term commencing with the
Effective  Date,  Executive shall be eligible to receive a target bonus of up to
50% of his Base Compensation for such year, based upon the Company's performance
and  Executive's performance of objectives during that time period as determined
by  the  Board,  in  its  reasonable  discretion.


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8.     Termination and Severance Benefits.

          (a)  Death.  The  death of Executive shall automatically terminate the
     Company's  obligations  under  this  Agreement;  provided however, that the
     Company  shall  pay to Executive's estate Executive's Base Compensation and
     accrued  benefits through the date of termination and for a one year period
     thereafter,  and  shall  pay  to  Executive's estate the Net Smelter Return
     Royalty  for  the  full  term  specified  in  Section  5(b)  above.

          (b)  Disability.  If  Executive  is  unable,  in  the  reasonable
     determination  of  the  Board, to render services of substantially the kind
     and  nature,  and  to  substantially the extent, required to be rendered by
     Executive  under  this Agreement due to illness, injury, physical or mental
     incapacity  or  other disability, for 120 days, whether consecutive or not,
     within any 12 month period, Executive's employment may be terminated by the
     Company,  and  the  Company's  only  obligations  shall  be  (i)  to pay to
     Executive  his  Base  Compensation and accrued benefits through the date of
     termination  and  for  a  period of one year thereafter, and (ii) to pay to
     Executive  the  Net  Smelter  Return Royalty for the full term specified in
     Section  5(b)  above.

          (c)  Resignation.  If  Executive  resigns  his  employment  during the
     Employment  Term  other  than for Good Reason, as defined in subsection (i)
     below,  the  Company shall have no liability to Executive except to pay (i)
     Executive's Base Compensation and any accrued benefits through his last day
     worked, and (ii) the Net Smelter Return Royalty for the full term specified
     in Section 5(b) above. Executive shall not be entitled to receive severance
     or  other  benefits.  Notice  given  by  Executive  of  non-renewal of this
     Agreement  as  provided  for in Section 2 shall be treated as a resignation
     for  purposes  of  this  Section  8.

          (d)  Resignation  for Good Reason. If Executive resigns his employment
     for  Good  Reason, as defined in subsection (i) below, he shall be entitled
     to  receive (i) all accrued but unpaid salary and benefits through the date
     of  termination,  (ii)  the  Net  Smelter  Return Royalty for the full term
     specified  in  Section  5(b)  above,  and  (iii)  the Severance Benefit, as
     defined  in  subsection  (k)  below.

          (e) Termination by Company for Cause. If the Executive's employment is
     terminated for Cause, as defined in subsection (h) below, the Company shall
     have  no  liability  to  Executive  except  to  pay  (i)  Executive's  Base
     Compensation and any accrued benefits through his last day worked, and (ii)
     the  Net Smelter Return Royalty for the full term specified in Section 5(b)
     above.  Executive  shall  not  be  entitled  to  receive severance or other
     benefits.

          (f)  Termination  by  Company without Cause. If the Company terminates
     Executive's  employment  during  the Employment Term without Cause (and for
     reasons  other  than Death, Disability or Change in Control as provided for
     in  subsection  (g)  below), Executive shall be entitled to receive (i) all
     accrued  but  unpaid  salary  and benefits through the date of termination,
     (ii) Net Smelter Return Royalty for the full term specified in Section 5(b)
     above,  and  (iii)  the  Severance  Benefit. Notice given by the Company of
     non-renewal  of  this  Agreement

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<PAGE>
     as  provided  for  in  Section  2 shall be treated as a termination without
     Cause,  unless  the  Notice  specifically sets forth a basis for Cause, for
     purposes  of  this  Section  8.

          (g)  Termination  Due  to Change in Control. If the Company terminates
     Executive's  employment  without Cause (and for reasons other than Death or
     Disability)  in  conjunction  with  a  Change  in  Control,  as  defined in
     subsection  (j)  below,  Executive  shall  be  entitled  to receive (i) all
     accrued  but  unpaid  salary  and benefits through the date of termination,
     (ii)  the Net Smelter Return Royalty for the full term specified in Section
     5(b)  above,  and  (iii)  the  Change  in  Control  Benefit,  as defined in
     subsection  (l)  below.

          (h) Cause. The following acts by Executive, as determined by the Board
     in  its  reasonable  discretion,  shall constitute "Cause" for termination:

               i.  Theft or embezzlement, or attempted theft or embezzlement, of
          money  or  material  tangible  or intangible assets or property of the
          Company,  its  Subsidiaries  or  its  employees or business relations;

               ii.  An  intentional  violation  of any law or any act or acts of
          moral  turpitude  which  negatively  affects  the interests, property,
          business, operations or reputation of the Company or its Subsidiaries;

               iii.  Other  than as a result of a disability, a material failure
          to  carry  out  effectively  Executive's duties and obligations to the
          Company,  or  failure  to  devote  to  the Company's business the time
          required  in  Section  3(b)  above,  upon not less than ten (10) days'
          advance  written  notice  of  the  asserted  problem  and a reasonable
          opportunity  to  cure;

               iv.  Gross negligence or willful misconduct in the performance of
          Executive's  duties;

               v.  Executive's  material  breach  of this Agreement which, after
          written  notice by the Company of such breach, is not cured within ten
          (10)  days  of  such  notice.

          (i)  Good Reason. Resignation by Executive of his employment for "Good
     Reason"  shall mean a resignation by Executive within sixty (60) days after
     any  of  the  following  events  which  occur  without Executive's consent:

               i.  A  material  diminution  in  Executive's  position, duties or
          responsibilities;

               ii. A relocation of the Company's headquarters more than 50 miles
          from  its  present  location;

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<PAGE>

               iii.  A  reduction  in  Executive's  then  Base  Compensation; or

               iv.  The  Company's  material  breach  of  this  Agreement.

     Prior  to  a  Resignation  for  Good  Reason,  Executive  shall  give  the
     Company  written  notice of the basis for his claim that he has Good Reason
     to  terminate  his  employment and allow the Company ten (10) days to cure.

          (j)  Change  in  Control. For purposes of this Agreement, a "Change in
     Control"  shall  mean  the  occurrence  of  any  of  the  following events:

               i.  A  merger  or  consolidation  involving  the  Company  or any
          subsidiary  of  the  Company after the completion of which: (A) in the
          case  of  a merger (other than a triangular merger) or a consolidation
          involving  the  Company,  the  stockholders of the Company immediately
          prior  to  the completion of such merger or consolidation beneficially
          own (within the meaning of Rule 13d-3 promulgated under the Securities
          Exchange  Act  of 1934, as amended (the "Exchange Act"), or comparable
          successor  rules),  directly  or  indirectly,  outstanding  voting
          securities  representing less than fifty percent (50%) of the combined
          voting  power of the surviving entity in such merger or consolidation,
          and  (B) in the case of a triangular merger involving the Company or a
          subsidiary of the Company, the stockholders of the company immediately
          prior  to  the  completion of such merger beneficially own (within the
          meaning  of  Rule  13d-3  promulgated  under  the  Exchange  Act,  or
          comparable  successor  rules),  directly  or  indirectly,  outstanding
          voting  securities  representing  less than fifty percent (50%) of the
          combined  voting power of the surviving entity in such merger and less
          than fifty percent (50%) of the combined voting power of the parent of
          the  surviving  entity  in  such  merger;

               ii.  An  acquisition by any person, entity or "group" (within the
          meaning  of  Sections  13(d)  or  14(d)  of  the  Exchange  Act or any
          comparable  successor  provisions),  other  than  any employee benefit
          plan,  or  related trust, sponsored or maintained by the Company or an
          affiliate  of  the Company and other than in a merger or consolidation
          of  the  type  referred  to in clause (i)" of this Section 9(j)(i), of
          beneficial  ownership  (within  the  meaning of Rule 13d-3 promulgated
          under  the Exchange Act, or comparable successor rules) of outstanding
          voting  securities of the Company representing more than fifty percent
          (50%)  of  the  combined  voting  power  of  the

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          Company  (in  a single transaction or series of related transactions);
          or

               iii.  In  the event that the individuals who, as of the Effective
          Date,  are members of the Board (the "Incumbent Board"), cease for any
          reason  to  constitute  at  least  fifty  percent  (50%) of the Board.
          (However,  if  the subsequent election, or nomination by the Board for
          election by the Company's stockholders, of any new member of the Board
          is approved by a vote of at least fifty percent (50%) of the Incumbent
          Board, such new member of the Board shall be considered as a member of
          the  Incumbent  Board.)

          (k)  Severance  Benefit.  The  "Severance  Benefit"  shall  mean:  (i)
     continuation  of  Executive's Base Compensation in effect immediately prior
     to  such  termination  or  resignation  for  the  term  of  this Employment
     Agreement,  but  in  any  event such compensation shall be for no less than
     twelve  (12)  months ("Severance Benefit Period"); and (ii) continuation of
     Executive's  employment  benefits  for  the  Severance  Benefit  Period.

          (l)  Change  in Control Benefit. The "Change in Control Benefit" shall
     mean:

               i.  Continuation  of  Executive's  Base  compensation  in  effect
          immediately  prior  to  such  termination  or resignation for a period
          equal  to  twice  the  amount  of  the Severance Benefit Period or the
          remainder  of  the  then  current  Employment Term ("Change in Control
          Benefit  Period"),  whichever  is  longer;  and

               ii.  Continuation  of  Executive's  employment  benefits  for the
          Change  in  Control  Benefit  Period.

     9.  Key  Executive Insurance. The Company, at its discretion, may apply for
and  procure  in  its  own  name,  or  Executive's  name, life and/or disability
insurance  on Executive in any amount specified by the Company. Executive agrees
to cooperate in any medical or other examination, supply information and execute
such  applications  as  may  be reasonably necessary to obtain and continue such
insurance  at  the  Company's  expense.

     10.     Confidential and Proprietary Information.

          (a)  Executive  agrees that he will not use or disclose to any person,
     entity, association, firm or corporation, any of the Company's Confidential
     Information,  except  with  the  written  authorization  of the Board or as
     necessary  to  perform  his  duties  under  this  Agreement.  The  term
     "Confidential  Information"  means information and data not generally known
     outside  of the Company (unless as a result of Executive's breach of any of
     the obligations imposed by this Agreement or the duties imposed by any then
     existing  statute,  regulation,  ordinance  or  common  law) concerning the
     Company's  business  and  technical  information,  and  includes,  without
     limitation,  information relating to: (i) the identities of clients and the
     Company's  other  Business

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<PAGE>
     Relations  (as  defined below) and their purchasing habits, needs, business
     information,  contact  personnel and other information; (ii) suppliers' and
     vendors'  costs,  products,  contact  personnel  and other information; and
     (iii)  the  Company's  trade  secrets,  products, research and development,
     financial  and  marketing  information,  personnel  and  compensation
     information, and business plans. Executive understands that this Section 10
     applies  to  computerized  as  well  as  written  information  and to other
     information,  whether  or  not in written form. It is expressly understood,
     however,  that  the  obligations of this Section 10 shall only apply for as
     long  as and to the extent that the Confidential Information has not become
     generally  known  to  or  available  for  use  by  the public other than by
     Executive's  act(s)  or  omission(s)  in  violation  of  this  Agreement.

          (b)  Executive  agrees  that  upon  the end of his employment with the
     Company  for  any  reason,  he  will  not  take  with  him any Confidential
     Information  that  is  in  written,  computerized, machine readable, model,
     sample,  or  other  form  capable  of  physical delivery, without the prior
     written  consent  of the Board. The Executive also agrees that upon the end
     of his employment with the Company for any reason or at any other time that
     the Company may request, he will deliver promptly and return to the Company
     all  such  documents and materials in his possession or control, along with
     all  other  property  and  documents  of  the  Company  or  relating to the
     Company's  employees,  suppliers,  customers,  and  business.

     11.  Non-Solicitation.  Executive  agrees that he will not through the date
one  (1)  year  after the end of his employment with the Company for any reason,
directly  or  indirectly,  on his own behalf or on behalf of any other person or
entity,  without  the  express  written  permission of the Board: (a) solicit or
attempt to solicit any employee or representative of the Company to terminate or
modify  his  or  her  relationship  with  the Company or to work for or provides
services  to another person or entity; or (b) solicit or attempt to solicit, any
client, vendor, service provider or other business relation of the Company (each
a  "Business Relation"), about whom he learned or with whom he came into contact
during  his  employment with the Company on behalf of any entity or with respect
to  any  service  or products which is or may be competitive with the Company or
its  services  or  products.

     12.     Non-Competition.

          (a) Executive agrees that during the Restrictive Period, as defined in
     subsection  (b)  below, he will not, without the express written consent of
     the  Board,  be  associated  with  or engage in, directly or indirectly, as
     employee,  consultant,  proprietor,  stockholder,  partner,  agent,
     representative,  officer,  or otherwise, the operation of any business that
     competes directly with the Company in business activities that are the same
     or  substantially  similar  to  the  business  activities engaged in by the
     Company  within the United States or any other geographic area in which the
     Company  does  business  during  the  Restrictive  Period  (the "Restricted
     Territory").

          (b)  The  term "Restrictive Period" shall mean a period of twelve (12)
     months  after  the  Executive's  termination  of employment for any reason.

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          (c)  Passive  investment  in  less  than  two  percent  (2%)  of  the
     outstanding equity securities of an entity which is listed on a national or
     regional  securities  exchange shall not, in itself, constitute a violation
     of  this  Section  12.

     13.  Intellectual Property Rights. Executive will, during the period of his
employment, disclose to the Company promptly and fully all Intellectual Property
made  or conceived by Executive (either solely or jointly with others) including
but  not  limited  to  Intellectual Property which relate to the business of the
Company  or  the  Company's  actual  or  anticipated research or development, or
result from work performed by him for the Company. All Intellectual Property and
all  records  related to Intellectual Property, whether or not patentable, shall
be  and  remain  the  sole  and exclusive property of the Company. "Intellectual
Property"  means  all  copyrights,  trademarks,  trade  names,  trade  secrets,
proprietary  information,  inventions, designs, developments, and ideas, and all
know-how  related  thereto. Executive hereby assigns and agrees to assign to the
Company  all his rights to Intellectual Property and any patents, trademarks, or
copyrights  which may be issued with respect to Intellectual Property. Executive
further acknowledges that all work shall be work made for hire. During and after
the  Employment  Term, Executive agrees to assist the Company, without charge to
the  Company  but  at  its  request  and expense, to obtain and retain rights in
Intellectual Property, and will execute all appropriate related documents at the
request  of  the  Company.

Executive  understands  that this Section 13 shall not apply to any intellectual
Property  for  which no equipment, supplies, facilities, trade secrets, or other
confidential  information  of  the  Company  was  used  and  which was developed
entirely  on  his  own time, and does not relate to the business of the Company,
its  actual or anticipated research, and does not result from any work performed
by  him  for  the  Company.

     14. Successors and Assignees. This Agreement may be assigned by the Company
to  any  successor  or  assignee of a substantial portion of the business of the
Company  (whether  by  transfer  of  assets  or  stock, merger or other business
combination).  Executive  may  not  assign  his rights or obligations under this
Agreement.

     15.  Binding  Effect.  This  Agreement shall inure to the benefit of and be
binding  upon  the  parties  and  their  respective  heirs,  successors,  legal
representatives  and  permitted  assigns.

     16.  Notices.  Any  notice  required  or  permitted to be given tinder this
Agreement  shall  be  sufficient if in writing and either delivered in person by
reputable  messenger  or  overnight  delivery  service,  by  telecopy  (with
confirmation  of  receipt) or sent by certified mail, postage prepaid, if to the
Company at the Company's principal place of business, c/o Chairman of the Board,
and  if  to  the  Executive,  at  his  home address most recently filed with the
Company,  or  to  such  other  address  as either party shall have designated in
writing  to  the  other  party.

     17.  Law  Governing.  This  Agreement shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  Nevada.

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     18.    Severability and Construction. If any provision of this Agreement is
declared void or unenforceable or against public policy, such provision shall be
deemed  severable  and  severed  from  this  Agreement  and  the balance of this
Agreement  shall  remain  in  full  force  and  effect.  If a court of competent
jurisdiction  determines  that any restriction in this Agreement is overbroad or
unreasonable  under  the  circumstances,  such  restriction shall be modified or
revised  by  such court to include the maximum reasonable restriction allowed by
law.

     19.  Reasonable  Restrictions/Remedies.  Executive  acknowledges  that  the
provisions  contained in Sections 11 through 14 of this Agreement are reasonable
in  scope,  area  and  duration and are necessary for the Company to protect its
legitimate  business  interests,  including  its  confidential  information  and
business relationships. Executive and Company acknowledge and agree that damages
would  not  adequately compensate Company if Executive were to breach any of his
covenants  contained  in  Sections  11 through 14 above. Consequently, Executive
agrees  that  in  the  event  of  any  such breach, Company shall be entitled to
enforce  this  Agreement by means of an injunction or other equitable relief, in
addition  to  any  other remedies, including without limitation monetary damages
set  off  against  any  amounts  due  Executive  by  Company.

     20.  Arbitration.  Any  dispute,  claim  or  controversy  arising out of or
relating  to  this  Agreement  or  the  breach,  termination,  enforcement,
interpretation  or validity thereof, including the determination of the scope or
applicability of this agreement to arbitrate, shall be determined by arbitration
in  Las  Vegas,  Nevada,  before  one  arbitrator.  The  arbitration  shall  be
administered  by the American Arbitration Association pursuant to its Employment
Arbitration  Rules  and  Procedures. Judgment on the Award may be entered in any
court  having  jurisdiction.  This  clause  shall  not preclude the parties from
seeking  provisional  remedies in aid of arbitration from a court of appropriate
jurisdiction.  All  fees and costs of any arbitration conducted pursuant to this
Agreement  shall be divided equally between the parties, with each paying his or
its  own  attorney's  fees,  costs  and  expenses.

     21. Waiver. Failure to insist upon strict compliance with any of the terms,
covenants  or  conditions  hereof  shall  not  be  deemed a waiver of such term,
covenant  or  condition.

     22.  Entire Agreement; Modifications. This Agreement constitutes the entire
agreement  of  the parties with respect to its subject matter and supersedes all
prior  agreements,  oral  and  written,  between the parties with respect to the
subject matter of this Agreement. This Agreement may be modified or amended only
by  an  instrument  in  writing  signed  by  both  parties.

     23.  Employment  and  Income  Taxes.  All payments made to Executive by the
Company  will be subject to withholding of income and employment taxes and other
lawful  deductions,  as  applicable.

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     IN  WITNESS  WHEREOF, the undersigned have set forth their hands as of this
11th  day  of  April,  2007.

EXECUTIVE                         SPIRIT EXPLORATION, INC.


\s\ Terry Fields                  By:  \s\ Peter J. Laipnieks
--------------------------             --------------------------------
Terry Fields                      Name: Peter J. Laipnieks
                                  Title: President


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