exv10w49







EXHIBIT 10.49




SALE AGREEMENT




     THIS AGREEMENT made by and between TEMPEST ENERGY, herein represented by ERIC L. MOE, its duly
authorized President, hereinafter referred to as “SELLER,” and DAYBREAK OIL AND GAS, INC., a
Washington Corporation, herein represented by Thomas C. Kilbourne, its duly authorized
Representative, hereinafter referred to as “PURCHASER,”



WITNESSETH:




     WHEREAS, SELLER owns a one-third (1/3) interest in the 2% leasehold of 413294 Alberta, Ltd.,
and Tempest Energy, Inc. for certain leasehold estates and personal property identified and set
forth in that certain Chicago Mill Prospect Operating Agreement dated October 24, 2005, described
with particularity on Exhibit “A,” by this reference incorporated herein; and



     WHEREAS, both SELLER and PURCHASER participated in the drilling of two wells known as the
Tensas Farms et al F-3 and B-l wells, and the F-3 well has been completed as a commercial
producers; and



     WHEREAS, SELLER now wishes to sell and PURCHASER wishes to purchase all of SELLER’S right,
title and interest in and to the aforementioned leasehold estate and rights under the
above-referenced Operating Agreement, along with SELLER’S interest in all the referred to wells,
together with all related surface equipment, storage and pipeline gathering facilities as described
on Exhibit “B” by this reference incorporated herein.



     THEREFORE, know all men by these presents that SELLER does hereby sell, convey and assign unto
PURCHASER any and all right, title and interest owned by SELLER in certain leasehold estates and
identified and set forth under that certain Operating Agreement dated October 24, 2005, and further
described on Exhibit “A”, together with all of SELLER’S interest in and to the Tensas Farms at al
F-3 and B-1 wells and all related surface equipment, storage and pipeline gathering facilities
described on Exhibit “B”.



     1. The purchase price which PURCHASER shall pay to SELLER shall be
$8,888.00 in cash. From this amount a deduction shall be made in the amount of $2,260.00 for a
check that is being sent to Sam Pfiester to cover the payment due from Tempest Energy for the Owen
Corporation lease. This will result in a net check being issued for $6,628.00.



     2. SELLER does represent, covenant and warranty to PURCHASER that it is in
compliance with the terms and conditions of and has made all payments required under the
Chicago Mill Operating Agreement dated October 24, 2005, and which agreement is applicable
to the mineral leasehold estates assigned herein.



     3. The effective date of this sale and assignment shall be September 7, 2007. It being
understood by and between the parties herein that PURCHASER shall be entitled to any and all
proceeds of SELLER’S share of all production from the Tensas River Farms F-3 well from first
production.



 









 





EXHIBIT 10.49




     4. For purposes of this agreement, it is understood that the purchase price shall be
allocated as follows:



	 	 	 	 	 
	Equipment (in place relative to the F-3, B-1wells)
	 	$	2,628.00	 
	 
	 	 	 	 
	Mineral Leasehold interest
	 	$	6,260.00	 
	 
	 	 	 
	 
	 	 	 	 
	TOTAL
	 	$	8,888.00	 






     5. By and through the execution of this agreement, both SELLER and
PURCHASER agree to execute any required production assignment(s) (which shall be recorded in
Tensas Parish, Louisiana) in a manner which will set forth PURCHASER as the owner of the equitable
interest of SELLER in said properties. Furthermore, the execution of this agreement by SELLER and
PURCHASER shall also be considered as authority to consider PURCHASER as the owner of SELLER’S
interest in the mineral leasehold interest referenced on Exhibit “A,” and
that any and all subsequent AFE’s or other documentation prepared with regard to lease
maintenance and/or further exploration and development shall be directed to PURCHASER in
the place and stead of SELLER.



     6. The directors of PURCHASER have met and have unanimously
adopted the resolution approving this Agreement, authorizing its execution, and directing the
officers to fulfill the corporation’s obligations hereunder.



     7. As a material inducement to cause the PURCHASER to enter into this
Agreement, the SELLER hereby represents and warrants to the PURCHASER herein that the
following statements are true and correct on the date hereof, and will be true and correct on
the closing date as though made on such date.




     a. Good Title. PURCHASER is the owner of all right, title and interest of
certain leasehold estates under the above-referenced Operating Agreement dated October
24, 2005, free and clear of all liens, claims or encumbrances, and subject to no
contracts
or agreements and it has the right to sell and assign said interest to the Purchaser.




     b. Disclosure. Neither this Agreement nor the Exhibits annexed contain any
untrue statement of any material fact or omit to state any material fact required to be
stated or necessary in order to make the statements made with respect to SELLER not
misleading.




     c. Prior Agreements. SELLER warrants that there are no prior
enforceable agreements, either written or oral by and between the SELLER and any other third
party in contravention of this Agreement.



 









 





EXHIBIT 10.49




     8. This
Agreement constitutes the entire agreement between the parties pertaining to
the subject matter contained herein, which alone fully and completely express their agreement,
and the same is entered into after full investigation, neither party relying on any statement
or
representation, not embodied in this agreement, made by the other. This agreement may not be
modified or terminated orally and no modification, termination, or attempted waiver shall be
valid unless in writing and signed by the party against whom the same is sought to be
enforced.



     9. The provisions of this agreement shall be interpreted and enforced in accordance
with the laws of the State of Washington, and venue shall lie in Spokane County. If a court of
competent jurisdiction rules invalid or unenforceable any provisions of this agreement, the
remainder shall nevertheless be given full force and effect. The captions are for convenience
and
reference only, and they shall not define, limit or construe the contents of any provision.
Except
where the context indicates otherwise, words in the singular number shall include the plural,
and
vice versa, and words in the masculine, feminine, or neuter gender shall include each other
gender as well.



     10. This agreement shall be binding upon and inure to the benefit of the parties, their
heirs, legal representative, successors and assigns.



     11. This Agreement may be executed in two or more counterparts, each of which
 shall be deemed an original but all of which together shall be one and the same
instrument.



( THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK )




 









 





EXHIBIT 10.49




     THUS DONE by ERIC L. MOE, President TEMPEST ENERGY, INC., in the presence of the undersigned
competent witnesses, and me, a Notary Public duly commissioned and qualified in and for


Spokane
County, Washington, on this 28th day of January,
2008.




	 	 	 	 	 
	BY:

	 	/s/ Eric L. Moe
	 	 
	 

	 	 	 	 
	 

	 	ERIC L. MOE, President	 	 






	 	 	 	 	 
	 

	 	          /s/ Kara L. Lee
	 	 
	 

	 	 	 	 
	 

	 	          NOTARY PUBLIC	 	 
	 
	 

	 	Printed Name Kara L. Lee	 	 
	 

	 	Notary / Bar Roll No. 128104	 	 






     THUS DONE AND PASSED by DAYBREAK OIL AND GAS, INC., in the presence of the undersigned
competent witnesses, and me, a Notary Public duly commissioned and qualified in and for Spokane
County, State of Washington, on this 29th day of January, 2008.



	 	 	 	 	 
	 

	 	DAYBREAK OIL AND GAS, INC.
	 	 
	 
	 	 	 	 
	BY:

	 	/s/ Thomas C. Kilbourne	 	 
	 

	 	 	 	 
	 

	 	Thomas C. Kilbourne, Designated Representative	 	 






	 	 	 	 	 
	 

	 	          /s/ Kara L. Lee
	 	 
	 

	 	 	 	 
	 

	 	          NOTARY PUBLIC	 	 
	 
	 

	 	Printed Name Kara L. Lee	 	 
	 

	 	Notary / Bar Roll No. 128104