Exhibit 10.3

                              CONSULTING AGREEMENT

     This  CONSULTING  AGREEMENT  (the "Agreement) is made effective as of April
11th,  2007  (the  "Effective  Date"),  by  and  between  Resource  Buyers  and
Distribution,  Inc.,  a  Nevada  Corporation  (the  "Consultant")  and  Spirit
Exploration,  Inc.,  a  Nevada  Corporation  (the  "Company").

     WHEREAS,  the  Consultant  is engaged in the business of providing services
and  venues  for  identifying  strategic  partnerships,  business opportunities,
product  distribution,  media, business development,  market evaluation, product
analysis  in  the global markets  and the Company desires to identify and embark
on  these  various  potential  opportunities  while  improving the growth of its
operations  after  completion  of  the  acquisition;

     WHEREAS,  the  Company desires to secure the efforts of a consultant who is
capable  of  providing  these  services  to  the  Company and its customer base;

     WHEREAS,  Consultant  desires  to  provide  services  to  the  Company; and

     WHEREAS,  Company  desires to retain the services of Consultant as provided
herein.

     NOW  THEREFORE,  in  consideration  of the mutual covenants hereinafter set
forth,  the  parties  hereto  agree  as  follows:

     1.  Engagement.  The  Company hereby appoints and engages Consultant as the
Company's  advisor. The Consultant hereby accepts such appointment and agrees to
perform the services upon the terms and conditions of said Consulting Agreement.

     2. Engagement Term. The "Engagement Term" and Consultant's engagement 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 Engagement Term shall
automatically extend for successive one-year periods (such extensions also being
referred  to  as  the  "Engagement  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.  The  parties acknowledge that certain obligations under this
Agreement  survive  the  end  of  Consultant's  engagement.


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     3.  Authority  and  Description  of  Services.

          (a)  Consultant.  The  Company  shall  engage  the  Consultant  as  an
     independent  advisor.  Consultant shall render services to the Company from
     time  to  time  as requested by the Company and agreed upon by the parties.
     Consultant  shall perform services commensurate with the services performed
     by  Consultants  to an entity comparable to the Company, including, without
     limitation,  guiding  the development of a strategic business and marketing
     plan,  identifying business opportunities for the Company, and advising the
     company in its capital raising efforts. Consultant shall not participate in
     any  offering  of  securities  of  the  Company.

          (b) Location and Services. Consultant's services shall be performed at
     the  main  office  location  of  the  Consultant  or  other such designated
     location(s)  as  Consultant and Company agree are the most advantageous for
     the  work  to  be  performed.

          (c)  Manner  of  Engagement.  There shall be no specified minimum time
     commitment  for  Consultant  to  be considered to have performed all of its
     duties  under  this  Agreement

          (d).  Limitations  on  Services.

               (i)  Investment  Banking  Activities.  Consultant  shall  not  be
          required  to  perform  any  investment  banking  related activities on
          behalf  of  Company as a condition of this Agreement. For the purposes
          of  this  Agreement,  investment  banking  activities include, without
          limitation, (i) the location, negotiation and/or securing of public or
          private  debt  for  the Company; (ii) the location, negotiation and/or
          securing  of  any  public or private equity for the Company; (iii) the
          production  of  any  documentation  that  is  to  be  utilized for the
          purposes  and  activities as relating to the activities as outlined in
          subheadings  (i)  and  (ii);  and  (iv)  any  other  activities as may
          normally  be  associated  with  the  practice  of  investment banking.

               (ii)  Release  of  Information. The parties hereto recognize that
          certain  responsibilities  and  obligations are imposed by Federal and
          State  securities  laws and by the applicable rules and regulations of
          stock  exchanges,  the  National  Association  of  Securities Dealers,
          in-house  "due  diligence"  or  "compliance"  departments of brokerage
          houses,  etc.  Accordingly, Consultant shall NOT release any financial
          or other information or data about Company or customers of the Company
          without  the consent and approval of Company; and Consultant shall NOT
          release  any  information  or  data  about Company or customers of the
          Company  to  any  selected  or  limited person(s), entity, or group if
          Consultant  is  aware  that  such  information  or  data  has not been
          generally released or promulgated and Company requests in writing that
          said  information  or  data  is  not to be so released or promulgated.

     4.  Base  Compensation. Commencing on the Effective Date, the Company shall
pay  the  Consultant  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

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funding of the Company, whichever is earlier.  Commencing on April 11, 2008, the
Company  shall  pay  the  Consultant  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,  the
Consultant  shall  be  entitled:

          (a)  To  an  immediate  grant  to  Consultant  or Assigns Common Stock
     Purchase  Warrants,  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.

          (b)  To an immediate grant of 3,500,000 shares of the Company's common
     stock  to  the  Consultant  or  its  assigns.

     6.  Duties  of  Company.  Company shall supply Consultant, on a regular and
timely  basis  with  all  approved  data  and  information about Company or it's
customer (s), its management, its products, and its operations and Company shall
be  responsible  for  advising  Consultant  of  any facts which would affect the
accuracy  of any prior data and information previously supplied to Consultant so
that  Consultant may take corrective action. Consultant reports are not intended
to  be  used in the sale or offering of securities. In that Consultant relies on
information  provided  by Company for a substantial part of its preparations and
report,  Company  represents  that  said  information  is  neither  false  nor
misleading,  nor  omits  to  state  a  material  fact  and has been reviewed and
approved  by  counsel  to  Company.

     7.  Termination  of  the  Agreement.

          (a)  Termination  by  the  Consultant.

               (i)  For  Good Reason. If Consultant terminates the Agreement for
          Good  Reason,  as defined in subsection (e) below, Consultant shall be
          entitled  to  receive  (i)  Consultant's Base Compensation through the
          date  of termination, (ii) the Net Smelter Return Royalty for the full
          term specified in Section 5(c) above, and (iii) the Severance Benefit,
          as  defined  in  subsection  (g)  below.

               (ii)  Without  Good  Reason.  If  the  Consultant  terminates the
          Agreement  during  the  Engagement Term other than for Good Reason, as
          defined  in  subsection (e) below, the Company shall have no liability
          to  Executive except to pay (i) Consultant's Base Compensation through
          the  date  of termination, and (ii) the Net Smelter Return Royalty for
          the full term specified in Section 5(c) above. Consultant shall not be
          entitled  to  receive  severance  or  other  benefits.

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               (iii)  Notice  of  Non-Renewal.  Notice  given  by  Consultant of
          non-renewal  of  this  Agreement as provided for in Section 2 shall be
          treated  as  a  termination  without  Good  Reason,  unless the Notice
          specifically  sets forth a basis for Good Reason, for purposes of this
          Section  8.

          (b)  Termination  by  Company

               (i) For Cause. If the Company terminates the Agreement during the
          Engagement  Term  for  Cause,  as defined in subsection (d) below, the
          Company  shall  have  no  liability  to  Consultant  except to pay (i)
          Consultant's  Base  Compensation  through the date of termination, and
          (ii)  the  Net  Smelter  Return Royalty for the full term specified in
          Section  5(b)  above.  Consultant  shall  not  be  entitled to receive
          severance  or  other  benefits.

               (ii)  Without  Cause.  If  the  Company  terminates the Agreement
          during  the  Engagement Term without Cause (and for reasons other than
          Death, Disability or Change in Control as provided for in this Section
          8),  Consultant  shall  be  entitled  to receive (i) Consultant's Base
          Compensation  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.

               (iii)  Notice  of  Non-Renewal.  Notice  given  by the Company of
          non-renewal  of  this  Agreement 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.

          (c)  Termination  Due  to Change in Control. If the Company terminates
     the  Agreement  without  Cause  (and  for  reasons  other  than  Death  or
     Disability)  in  conjunction  with  a  Change  in  Control,  as  defined in
     subsection  (f)  below,  Consultant  shall  be  entitled  to  receive  (i)
     Consultant's  Base  Compensation  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
     (h)  below.

          (d)  Cause.  The  following  acts  by Consultant, 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 Consultant's duties and obligations to the
          Company,  upon  not  less

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          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
          Consultant's  duties;

               v.  Consultant'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.

          (e) Good Reason. Termination by Consultant of this Agreement for "Good
     Reason" shall mean a Termination by Consultant within sixty (60) days after
     (i)  a  material  diminution  in  Consultant's  position,  duties  or
     responsibilities;  (ii)  a reduction in Executive's then Base Compensation;
     or  (iii)  the  Company's  material  breach  of  this Agreement. Prior to a
     Resignation  for  Good  Reason,  Consultant  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.

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

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               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.)

          (g) Severance Benefit. The "Severance Benefit" shall mean continuation
     of  Consultant's  Base  Compensation  in  effect  immediately prior to such
     termination or resignation for the term of this Consultation Agreement, but
     in any event such compensation shall be for no less than twelve (12) months
     ("Severance  Benefit  Period").

          (h)  Change  in Control Benefit. The "Change in Control Benefit" shall
     mean a Continuation of Consultant'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
     Engagement  Term  ("Change in Control Benefit Period"), whichever is longer

8.     Representation,  Undertakings  and  Indemnification.

          (a) Company shall be deemed to make a continuing representation of the
     accuracy  of  any  and  all  material facts, material, information and data
     which it supplies to Consultant and Company acknowledges its awareness that
     Consultant  will  rely  on  such continuing representation in disseminating
     such  information  and  otherwise  performing  its  functions  hereunder.

          (b) Consultant, in the absence of notice in writing from Company, will
     rely  on the continuing accuracy of material, information and data supplied
     by  Company.

          (c) Company shall cooperate fully and timely with Consultant to enable
     Consultant  to  perform  its  duties  and obligations under this Consulting
     Agreement.

          (d)  The  execution  and  performance  of this Consulting Agreement by
     Company  has  been  duly authorized by the Board of Directors of Company in
     accordance  with  applicable  law,  and,  to  the  extent  required, by the
     requisite  number  of  shareholders  of  Company.

          (e)  The  performance by Company of this Consulting Agreement will not
     violate  any  applicable court decree or order, law or regulation, nor will
     it  violate  any provision of the organizational documents and/or bylaws of
     Company  or  any  contractual  obligation  by  which  Company may be bound.


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          (f)  Company  shall act diligently and promptly in reviewing materials
     submitted  to  it  by  Consultant  to  enhance  timely  distribution of the
     materials and shall inform Consultant of any inaccuracies contained therein
     within  a reasonable time prior to the projected or known publication date.

     9.  Consultant  as an Independent Contractor. Consultant shall provide said
services  as an independent contractor, and not as an employee of the Company or
of  any  entity  affiliated  with  Company.  Consultant has no authority to bind
Company or any affiliate of Company to any legal action, contract, agreement, or
purchase,  and  such action cannot be construed to be made in good faith or with
the  acceptance  of  Company,  thereby  becoming  the  sole  responsibility  of
Consultant.  Consultant is not entitled to any medical coverage, life insurance,
savings  plans, health insurance, or any and all other benefits afforded Company
employees.  Consultant  shall  be  solely  responsible for any Federal, State or
local taxes and fees, and should Company for any reason be required to pay taxes
at  a  later  date, Consultant shall reassure such payment is made by Consultant
and  not  by  Company.  Consultant  shall  be  responsible  for  all  workers'
compensations  payments  and  herein holds Company harmless for any and all such
payments  and  responsibilities  related  hereto.

     10.  Confidential  and  Proprietary  Information.

          (a)  Consultant 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 Consultant'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 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. Consultant
     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  Consultant's act(s) or omission(s) in violation of
     this  Agreement.

          (b)  Consultant  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 Consultant also agrees that upon the end
     of  his  employment  with  the  Company  for  any  reason  or  at  any

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     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.  Modification  of  the  Agreement. This Consulting Agreement may not be
modified  or amended unless such modifications or amendments are mutually agreed
upon  in  writing,  and  signed  by  the  party  against whom enforcement of the
Agreement  is  being  sought.

     12. 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).  Consultant  may  not  assign his rights or obligations under this
Agreement.

     13.  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.

     14.  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  full  performance  hereunder.

     15. 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 by either personal
delivery,  certified  mail, express mail or other national 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 sent by the attorneys for
the  parties  giving  such  notice,  and in connection therewith the parties and
their  respective  counsel  agree  that  in  giving such notice such counsel may
communicate  directly  in  writing  with such parties to the extent necessary to
give  such notice. Any notice required or permitted by this Consulting Agreement
to  be  given  shall  be  given  to  the respective parties at the address first
written  above,  on  page  one  (1)  of  this  Consulting  Agreement.

     16.  Severability  of  Provisions.  If  any  provision  of  this Consulting
Agreement  shall be held to be contrary to law, invalid or unenforceable for any
reason,  the remaining provisions shall continue to be valid and enforceable. If
a  court  finds  that  any provision of this Consulting Agreement is contrary to
law,  invalid  or  unenforceable,  and  that by limiting such provision it would
become valid and enforceable, then such provision shall be deemed to be written,
construed,  and  enforced  as  so  limited.

     17.  Reasonable  Restrictions/Remedies.  Executive  acknowledges  that  the
provisions  contained in Sections 11 through 14 of this Agreement are reasonable
in

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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.

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

     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.  Entire  Agreement.  This  Consulting  Agreement  contains  the  entire
agreement  of the parties. It is declared by both parties that there are no oral
or  other  agreements  or  understanding  between them affecting this Consulting
Agreement,  or relating to the business of Consultant. This Consulting Agreement
supersedes  all  previous  agreements  between  Consultant  and  Company.

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     IN WITNESS WHEREOF, the undersigned have set forth their hands effective as
of  the  date  first  written  above.

RESOURCE BUYERS AND             SPIRIT EXPLORATION, INC.
DISTRIBUTION, INC.


By: \s\ Camille D'Amato         By:  \s\ Peter J. Laipnieks
    -------------------------        --------------------------
    Name: Camille D'Amato            Name: Peter Laipnieks
    Title: President                 Title: President




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