Exhibit 10.9


2-6-2 Kamiosaki, Shinagawa-ku               Wakabayashi Fund, LLC
Tokyo, Japan 141-0021                       [Graphic Omitted]
T:  914 613 3230    F:  646 514 1601

This Agreement made this October 18, 2007, by and between Wakabayashi Fund,
LLC., a Japanese Limited Liability Company, whose address is 2-6-2 Kamiosaki,
Shinagawa-ku Tokyo Japan  141-0021, hereinafter referred to as "WAKABAYASHI" or
"Consultant" and SPIRIT EXPLORATION, INC., a Nevada corporation, its agents,
successors or assigns, hereinafter referred to as "SPIRIT EXPLORATION, INC." OR
"Client", whose address is 118 Howe Street, Victoria, British Columbia
Telephone: 250.384.2077  Fax: -  Symbol:  SPXP.PK

Whereas Consultant is in the business of providing management consulting
services to businesses in an effort to obtain capital from third parties for
business use, including equipment leasing, purchase order and/or contract
financing, factoring and financing for land and buildings' utilizing various
financing instruments and whereas Client desires to retain Consultant for the
following purposes:  TO ATTEMPT TO ARRANGE FINANCING FOR THE PURPOSE OF WORKING
CAPITAL AS AN INTERMEDIARY.

For and in consideration of mutual benefits, promises, and the cross
consideration hereinafter set forth, the adequacy of which is hereby
acknowledged, the parties hereto, WAKABAYASHI and SPIRIT EXPLORATION, INC.
collectively "THE PARTIES", hereby covenant and agree as follows:

1.     Services

     A.   WAKABAYASHI  is  hereby  engaged  by  SPIRIT  EXPLORATION,  INC.,  to
          provide  capital funding services (non-exclusive) including serving as
          an  investment banking liaison, and acting as capital consultant for a
          six  month  period  from  the  date  hereof. WAKABAYASHI shall contact
          institutional  investors,  arrange presentation of the Company, assist
          in  restructuring  SPIRIT  EXPLORATION,  INC.'S  business  plan  for
          presentation  and  arrange  conferences  with  capital  sources  (the
          "term").

     B.   WAKABAYASHI  is  engaged  to  provide  capital  structure,  working
          capital,  equipment  financing,  merger  and  acquisition,  and
          reorganization  consulting  services  to  SPIRIT EXPLORATION, INC. for
          purposes  of  attempting  to  capitalize  the  company for a six month
          period  from  the  date  hereof.

2.     Compensation

          SPIRIT  EXPLORATION,  INC.  hereby  agrees  to pay WAKABAYASHI for the
          services  set  forth  in  Paragraph  1,  the  following  items:

     A.   Recognizing  that  WAKABAYASHI  has  extensive  sources  of  venture
          capital, coupled with brokerage industry contacts, SPIRIT EXPLORATION,
          INC.  hereby agrees to pay WAKABAYASHI for the consulting services set
          forth  in  Paragraph  1(a) a success fee of no more than seven percent
          (7%),  which  shall  not  exceed  a total of 15% inclusive of all fees
          charged  by  WAKABAYASHI  and/or  the  party  actually  providing  the
          funding,  in  cash  of  the  amount  of  capital raised as a result of
          contacts  by  WAKABAYASHI,  and/a  success  fee  of no more than seven
          percent  (7%),  which shall not exceed a total of 15% inclusive of all
          fees  charged  by WAKABAYASHI and/or any other third party, in cash of
          the  capitalized  value, computed based on shares issued of any merger
          or  acquisition.  Such fees shall be due at closing of any transaction
          in which WAKABAYASHI has acted as the introducing person. Any party so
          introduced  to Client shall be pre-approved in writing by Client and a
          list  of  introductions  shall  be  maintained  by  consultant.

     B.   SPIRIT  EXPLORATION,  INC.  shall  pay  all  out-of-pocket  expenses
          related  to  the  services  set forth in Paragraph 1 above, subject to
          budget  approval  by  SPIRIT  EXPLORATION, INC. prior to incurring the
          expense.

3.     Termination of Agreement

     This  Consulting  Agreement  may  not  be  terminated by either party prior
     to  the  expiration  of  the term provided herein above, except as follows:

     A.   Upon the  bankruptcy  or  liquidation  of  the  other  party,  whether
          voluntary  or  involuntary;

     B.   Upon  the  other  party  taking  the  benefit  of  any insolvency law;

     C.   Upon the  other  party  having  or  applying  for a receiver appointed
          for  either  party;  and/or  written  notice by one party to the other
          party.

4.     Notices

          All  notices  hereunder  shall  be  in  writing  and  addressed to the
          party  at the address herein set forth, or at such other address which
          notice  pursuant to this section may be given, and shall be given upon
          the  earlier  of actual receipt or three (3) business days after being
          mailed  or  delivered to such courier service. Any notices to be given
          hereunder  shall  be  effective  if  executed  by  and/or  sent by the
          attorneys  for  THE  PARTIES  giving  such  notice  and, in connection
          therewith,  THE  PARTIES  and their respective counsel agree in giving
          such notice such counsel may communicate directly in writing with such
          party  to  the  extent  necessary  to  give  such  notice.




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5.     ATTORNEY FEES

          In  the  event  either  party  is  in  default  of  the  terms  or
          conditions  of this Consulting Agreement and legal action is initiated
          or  suit  be entered as a result of such default, the prevailing party
          shall  be  entitled  to recover all costs incurred as a result of such
          default  including  reasonable attorney fees, expenses and court costs
          through  trial,  appeal  and  to  final  disposition.

6.      TIME IS OF THE ESSENCE

          Time  is  hereby  expressly  made  of  the  essence of this Consulting
          Agreement  with  respect  to  the  performance by THE PARTIES of their
          respective  obligations  hereunder.

7.      INUREMENT

          This  Consulting  Agreement  shall  inure  to  the  benefit  of and be
          binding upon THE PARTIES hereto and their respective heirs, executors,
          administrators,  personal  representatives, successors, and consultant
          cannot  assign  this  agreement.

8.     ENTIRE AGREEMENT

          This  Consulting  Agreement  contains  the  entire  agreement  of  THE
          PARTIES. It is declared by THE PARTIES that there are no other oral or
          written  agreements  or  understanding  between  them  affecting  this
          Agreement.  This  Agreement  supersedes  all  previous  agreements.

9.     AMENDMENTS

          This  Agreement  may  be  modified  or  amended  provided  such
          modifications  or  amendments  are mutually agreed upon by and between
          THE  PARTIES hereto and that said modifications or amendments are made
          only  by  an  instrument  in  writing  signed  by  THE  PARTIES.

10.     WAIVERS

          No  waiver  of  any  provision  or  condition  of this Agreement shall
          be  valid  unless  executed  in  writing and signed by the party to be
          bound  thereby,  and then only to the extent specified in such waiver.
          No  waiver  of  any  provision  or  condition of this Agreement and no
          present  waiver  of any provision or condition of this Agreement shall
          be  construed  as  a  future  waiver  of  such provision or condition.

11.     NON-WAIVER

          The  failure  of  either  party,  at  any  time,  to  require any such
          performance  by  any other party shall not be construed as a waiver of
          such  right  to  require  such performance, and shall in no way affect
          such  party's  right  to  require such performance and shall in no way
          affect  such  party's right subsequently to require a full performance
          hereunder.

12.     CONSTRUCTION OF AGREEMENT

          Each  party  and  its  counsel  have  participated fully in the review
          and revision of this Agreement. Any rule of construction to the effect
          that  ambiguities  are to be resolved against the drafting party shall
          not  apply  in  the  interpretation  of  this  Agreement.

13.     NON-CIRCUMVENTION AGREEMENT

          SPIRIT  EXPLORATION,  INC.  agrees,  represents  and  warrants  hereby
          that  it  shall not circumvent WAKABAYASHI with respect to any banking
          or  lending  institution,  investment  bank,  trust,  corporation,
          individual  or  investor  introduced  by  WAKABAYASHI  to  SPIRIT
          EXPLORATION,  INC.  pursuant  to  the  terms  with WAKABAYASHI for the
          purpose  of,  without  limitation,  this Agreement and for a period of
          twelve  (12)  months from the date of execution by THE PARTIES of this
          Agreement.  If SPIRIT EXPLORATION, INC. enters into a transaction with
          a  party introduced by consultant, then the fees owed under section 2a
          shall  be  due  whether  or  not  this  Agreement  or  term has ended.

14.     APPLICABLE LAW

          THIS  AGREEMENT  IS  EXECUTED  PURSUANT  TO  AND  SHALL BE INTERPRETED
          AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEW YORK FOR
          WHICH  THE  COURTS  IN NEW YORK CITY, NEW YORK SHALL HAVE JURISDICTION
          WITHOUT  GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES
          THEREOF  OR  OF  ANY  STYLE. The parties agree that mediation shall be
          used  as  an  initial  forum  for the good-faith attempt to settle and
          resolve  any  issues  or  disputes  that  may  arise.

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15.     COUNTERPARTS

          This  Agreement  may  be  executed  in  a  number  of  identical
          counterparts.  Each  such  counterpart  is  deemed an original for all
          purposes and all such counterparts shall, collectively, constitute one
          agreement,  but,  in  making  proof of this Agreement, it shall not be
          necessary  to  produce  or  account  for  more  than  one counterpart.

16.     FACSIMILE

          A  facsimile  copy  of  this  Agreement  is  acceptable.

17.     ACCEPTANCE OF AGREEMENT

          Unless  both  parties  have  signed  this  Agreement  within  ten (10)
          business days of the date listed above, this Agreement shall be deemed
          automatically  withdrawn  and  terminated.

IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in execution
of this Consulting Agreement this October 18, 2007 by and between:

WAKABAYASHI FUND, LLC.                      SPIRIT EXPLORATION, INC.
A Japan Limited Liability Company           A Nevada corporation



By: \s\ William Tyler Dillerstone           By:  \s\ Peter Laipnieks
    -----------------------------                ------------------------------
    William Tyler Dillerstone, President         Peter Lapnieks, CEO
    Date: October 18, 2007                       Date: October 18, 2007




























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