Exhibit 00.0
0-0-0 Xxxxxxxxx, Xxxxxxxxx-xx Xxxxxxxxxxx Xxxx, XXX
Xxxxx, Xxxxx 141-0021 [Graphic Omitted]
T: 000 000 0000 F: 000 000 0000
This Agreement made this October 18, 2007, by and between Wakabayashi Fund,
LLC., a Japanese Limited Liability Company, whose address is 0-0-0 Xxxxxxxxx,
Xxxxxxxxx-xx Xxxxx Xxxxx 000-0000, 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 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx
Telephone: 000.000.0000 Fax: - Symbol: XXXX.XX
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
X. XXXXXXXXXXX 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").
X. XXXXXXXXXXX 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 XXX XXXXXX XX XXX XXXX XXXX, XXX XXXX 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\ Xxxxxxx Xxxxx Dillerstone By: \s\ Xxxxx Laipnieks
----------------------------- ------------------------------
Xxxxxxx Xxxxx Dillerstone, President Xxxxx Lapnieks, CEO
Date: October 18, 2007 Date: October 18, 2007
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