Exhibit 10.8
2-6-2 Kamiosaki, Wakabayashi Fund, LLC
Shinagawa - Ku [Graphic Omitted]
Tokyo Japan 141-0021
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 000 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx Telephone:
000.000.0000 Fax: - Symbol: XXXX.XX
Whereas Consultant is in the business of providing Institutional Investor
relations Services and whereas Client desires to retain Consultant for the
following purposes:
For and in consideration of mutual benefits, detriments, 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
WAKABAYASHI is hereby engaged to provide Public Relations services
(non-exclusive) including serving as an investment banking liaison,
obtaining write ups about the company and acting as an institutional public
relations consultant for a six month period from the date hereof (the
"term").
2. COMPENSATION
SPIRIT EXPLORATION, INC. hereby agrees to pay WAKABAYASHI for the
services set forth in Paragraph 1, the following non-refundable retainer
items:
a. The issuance of 50,000 shares of restricted stocks with piggyback
registration rights, with said shares shall be issued within five days
after the date hereof. Such stock cannot be issued pursuant to an S-8
Registration statement. The shares are not in contravention of Section 5 of
the Securities Act of 1933 and specifically with sections 5a and 5c there
under.
x. XXXXXXXXXXX will also incorporate a free look clause whereby Client
may request to verify our long position in Client's stock as well as
incorporate a proprietary restrictive clause which precludes any
liquidation of our vested stock until the termination of our contract.
c. SPIRIT EXPLORATION, INC. shall pay consultant reasonable
out-of-pocket expenses related to the services set forth in Paragraph 1
above, subject to prior written budget approval by SPIRIT EXPLORATION, INC.
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
d. Mutual consent of the parties.
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 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 dispositions.
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 shall not 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 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 specifically
introduced by WAKABAYASHI to SPIRIT EXPLORATION, INC. nor with respect to any
transaction or other business opportunity proposed by, assisted with or
otherwise promoted by WAKABAYASHI for the benefit of 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 or the introduction to a specific financing
source.
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
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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.
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 18 October 2007, by and between:
WAKABAYASHI FUND, LLC. SPIRIT EXPLORATION, INC.
A Japanese 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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PROJECT SCOPE
PROJECT ACTIVITIES: WAKABAYASHI, in providing institutional investor relations
services, shall perform the following project specific functions and merge
WAKABAYASHI efforts with SPIRIT EXPLORATION, INC. resources, as needed. The
emphasis of this investor relation project shall be personal introductions of
SPIRIT EXPLORATION, INC. to money managers, fund managers, hedge fund managers,
portfolio managers, financial analysts, institutional brokers, venture
capitalists, investment bankers, and wholesale/retail market makers. All
out-of-pocket costs (i.e., costs for mail campaigns, printing, distributions,
etc.) shall be pre-approved and paid for by SPIRIT EXPLORATION, INC.
o Conduct analysis that combines SPIRIT EXPLORATION, INC. due-diligence and
WAKABAYASHI in-house analysis tools to emphasize marketability.
o Coordinate buy-side and sell-side brokerage research coverage bringing
SPIRIT EXPLORATION, INC. to these sources and facilitating their
institutional research. This provides SPIRIT EXPLORATION, INC. and
WAKABAYASHI additional analysis reports from promoting services.
o Develop project related Executive Summary for mail-out/distribution.
o Plan marketing campaign matching SPIRIT EXPLORATION, INC. to WAKABAYASHI'S
proprietary contact base and other investment prospects/sources anchored by
Internet presence.
o Develop comprehensive press list based upon trade and institutional
investment related publications.
o Create list of project specific publications and electronic advertising
sources for print and Internet.
o Distribute press releases in hard copy and over the Internet (company
initiated only).
o Implement print media articles and advertising (company initiated only).
o Design print ads for trade and investment related publications.
o Maintain Website Optimization and Analization.
OPTIONAL PROJECT ACTIVITIES: THESE ANCILLARY PROJECTS CAN BE PROVIDED AT SPIRIT
EXPLORATION, INC.'S DISCRETION AND COST.
o Conduct road shows, with direct SPIRIT EXPLORATION, INC.'S participation,
in cities targeted because of SPIRIT EXPLORATION, INC.'S institutional
investor contact base.
o Design and Coordinate Trade Booths
o Attend trade shows and conferences.
o Hold press/analysts seminars for institutional investors and investment
managers.
o Develop investor relations section on SPIRIT EXPLORATION, INC.'S website.
o Develop project related web pages.
o Write media alerts and press releases to continuously generate press
relating to SPIRIT EXPLORATION, INC. and its stock performance, emphasizing
both standard and Internet dissemination (company initiated only).
o Plan and implement direct mail campaign to WAKABAYASHI'S contact base and
SPIRIT EXPLORATION, INC.'S related contacts with follow-up telephone sales
contact.
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