EXHIBIT 10.3

                          SUBSCRIPTION AND REGISTRATION
                                RIGHTS AGREEMENT

                          WYOMING OIL & MINERALS, INC.

                                 100,000 Units,
                           Offering Price $5 Per Unit


     This  Subscription and Registration  Rights Agreement (the  "Agreement") is
made between Wyoming Oil & Minerals, Inc., a Wyoming corporation (the "Company")
and the undersigned  prospective  purchaser that is subscribing for the purchase
of Units (defined in the next paragraph).

     The Company is offering  100,000 Units at an offering price of $5 per Unit,
each Unit consisting of one share of Series A Convertible Preferred Stock of the
Company,  without  par value (the  "Series A Preferred  Stock"),  and one common
stock purchase  warrant (a "Warrant;" one share of Series A Preferred  Stock and
one Warrant shall be sold as a "Unit" or "Units").  Each Warrant is  exercisable
for a period of two years  from the date the  subscription  is  accepted  by the
Company at an exercise price of $1.25 per share of common stock.

     In  consideration  of the  Company's  agreement  to sell  the  Units to the
undersigned  upon the terms and  conditions  set forth  below,  the  undersigned
agrees and represents as follows:

A.   SUBSCRIPTION

     1. The undersigned hereby irrevocably subscribes for and agrees to purchase
One Hundred  Thousand  (100,000) Units at a purchase price of $5 per Unit, for a
total purchase price of $500,000.  No discounts or commissions  shall be payable
in connection with the subscription.  Simultaneously  with the execution of this
Agreement,  the  undersigned is paying $500,000 (the "Payment") in the form of a
check, money order, banker's draft or wire transfer of funds, payable to Wyoming
Oil & Minerals, Inc.

     2. No other  sales of Series A  Preferred  Stock are  contemplated  at this
time, and the undersigned understands that if the this subscription is accepted,
the Payment will be immediately deposited into the corporate bank account of the
Company and available for all corporate purposes.

     3. The undersigned understands that the Payment will be held by the Company
for its  benefit.  The Payment (or, in the case of rejection of a portion of the
undersigned's  subscription,  the part of the Payment  relating to such rejected
portion)  will be returned  promptly,  without  interest,  if the  undersigned's
subscription is rejected in whole or in part. This  subscription is and shall be
irrevocable  except that the undersigned  shall have no obligations in the event
that this subscription is rejected in full for any reason.

     4. The  undersigned  agrees  that the  Company  has the right to reject any
subscription in whole or in part, to accept one subscription  over another,  and
to  allocate  available  Units  among  subscribers  in any manner  that it deems
appropriate.  The undersigned hereby  irrevocably  appoints the Company and each
officer of the Company and each of the  foregoing  acting  singly,  in each case
with full power of substitution,  the true and lawful agent and attorney-in-fact
of the  undersigned,  with full power and authority in the  undersigned's  name,
place  and  stead,  to amend  this  Agreement  to  effect  any of the  foregoing
provisions of this Paragraph 4.

<PAGE>

B.   REPRESENTATIONS AND WARRANTIES

     1. The Company hereby represents and warrants as follows:

     (a) The Company is a Wyoming corporation,  duly organized, validly existing
     and in good  standing  under  the  laws  of  that  State.  The  Company  is
     authorized  to issue  27,000,000  shares of stock,  of which  2,000,000 are
     Preferred Shares, no par value, and 25,000,000 are Common Shares, par value
     $.01 per share.  The Company has full corporate power and authority to own,
     lease or operate its  properties  and assets and to conduct its business as
     currently being conducted.

     (b) The Company has all  requisite  corporate  power and authority to enter
     into this Agreement and to perform its obligations hereunder. The execution
     and  delivery  of this  Agreement  by the Company has been duly and validly
     authorized by all necessary corporate action, including the approval of the
     Board of Directors,  and no other corporate  proceedings on the part of the
     Company are  necessary to authorize  this  Agreement or to  consummate  the
     transactions contemplated hereby. This Agreement has been duly executed and
     assuming  the  proper  execution  and  delivery  of this  Agreement  by the
     undersigned,  constitutes  a valid and binding  Agreement  of the  Company,
     enforceable  against it in accordance with its terms, except as enforcement
     may be limited by bankruptcy,  insolvency, moratorium or other similar laws
     relating to creditors' rights generally,  and general  principles of equity
     (regardless  of whether  enforcement is sought in a proceeding at law or in
     equity).  Neither the execution of this Agreement nor the  consummation  of
     the  transactions  contemplated  hereby will result in the violation of any
     provision of the Company's certificate of incorporation or bylaws.

     (c) The Company has a total of 10,271,680 shares of Common Stock issued and
     outstanding  (excluding shares underlying options and warrants).  No shares
     of Preferred Stock are outstanding  prior to the  contemplated  issuance of
     the Series A Preferred Stock.

     (d)  There is no suit,  action,  claim,  investigation  or  inquiry  by any
     governmental  authority,  and  no  legal,   administrative  or  arbitration
     proceeding pending or, to the knowledge of the Company,  threatened against
     the Company with respect to the execution, delivery and performance of this
     Agreement or any document delivered or agreement entered into in connection
     herewith,   or  the  transactions   contemplated  hereby  or  thereby.  The
     execution,  delivery and  performance  by the Company of this Agreement and
     the  consummation of the transactions  contemplated  hereby do not and will
     not  contravene  or  constitute a default  under or give rise to a right of
     termination, cancellation or acceleration of any right or obligation of the
     Company or to a violation of any provision of applicable  law or regulation
     or  of  any  agreement,  judgment,  injunction,  order,  decree,  or  other
     instrument  binding on the Company or result in the  imposition of any lien
     on any asset of the Company.

                                        2
<PAGE>

     (e) The Company has delivered to the undersigned true and correct copies of
     all reports filed by it with the Securities and Exchange  Commission  since
     its Annual Report on Form 10-K for the fiscal year ended  February 28, 2001
     (the  "SEC  Reports").  All of the SEC  Reports  set  forth  the  financial
     condition, results of operations and assets of the Company at the time that
     the Reports were filed, to the best knowledge of the Company.

     (f) The designations,  preferences,  limitations and relative rights of the
     Series A  Preferred  Stock are set forth in Articles  of  Amendment  to the
     Articles of Incorporation of the Company  previously filed with the Wyoming
     Secretary of State.  A copy of the Articles of Amendment to the Articles of
     Incorporation is on file at the Company's principal office and is available
     for inspection.

     2. The  undersigned  hereby  represents  and  warrants  to the  Company  as
follows:

     (a) The Units are being purchased for the  undersigned's  own account,  for
     investment  purposes only, not for the account of any other person, and not
     with  a  view  to  distribution,  assignment  or  resale  to  others  or to
     fractionalization  in whole or in part.  No other person has or will have a
     direct or indirect  beneficial  interest in the  undersigned's  Units.  The
     undersigned  will not sell,  hypothecate  or  otherwise  transfer his Units
     unless (a) the Units are  registered  under the  Securities Act of 1933, as
     amended (the "Act"),  and applicable  state  securities  laws or (b) in the
     opinion  of  counsel  acceptable  to the  Company,  an  exemption  from the
     registration requirements of the Act and such state laws is available.

     (b)  The   undersigned,   either  alone  or  with  the  assistance  of  the
     undersigned's own professional  advisor,  has such knowledge and experience
     in  financial  and  business  matters  that the  undersigned  is capable of
     evaluating  the merits and risks of an  investment in the Units and has the
     net worth to undertake such risks.

     (c) The  undersigned  is aware  and has  evaluated  the  substantial  risks
     involved in purchasing the Units,  including those factors set forth in the
     SEC Reports.  The undersigned hereby  affirmatively states that it has read
     the SEC Reports,  and understands that the Units as an investment involve a
     high  degree of risk,  including  but not  limited to, the risk of economic
     loss of its investment.

     (d) That the  undersigned  realizes that (i) the purchase of the Units is a
     long-term  investment;  (ii)  the  purchaser  of the  Units  must  bear the
     economic  risk of  investment  for an  indefinite  period  of time  because
     neither  the Units,  the Series A Preferred  Stock,  the  Warrants  nor the
     common stock  underlying  the  Warrants  (the  "Securities")  have not been
     registered under the Securities Act of 1933 or under the securities laws of
     any state and,  therefore,  the securities cannot be resold unless they are
     subsequently   registered   under  said  laws  or   exemptions   from  such
     registrations are available;  (iii) there is presently no public market for
     the Units, the Series A Preferred Stock or the Warrants and the undersigned
     may be unable to liquidate the undersigned's  investment in the event of an
     emergency,  or pledge the  securities  as collateral  for a loan;  (iv) the
     transferability   of  the  Securities   will  be  restricted  and  requires
     conformity with the restrictions  contained herein; and (v) legends will be
     placed on the certificate(s)  representing the Securities  referring to the
     applicable restrictions on transferability.

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<PAGE>

     3. The Company has made  available to the  undersigned  all  documents  and
information that the undersigned has requested  relating to an investment in the
Units.  The Company  makes no  representations  or  warranties  other than those
contained herein.

     4. The undersigned  believes that he has received all  information  that it
considers  necessary or appropriate for deciding  whether to purchase the Units.
The  undersigned  further  represents  that it has had  the  opportunity  to ask
questions  and  receive  answers  from  the  Company  regarding  the  terms  and
conditions of the offering of the Units,  the business,  prospects and financial
condition of the Company.

     5. The  undersigned  understands  that if the  Employee  Retirement  Income
Security Act of 1974 ("ERISA")  applies to this  investment,  that in making the
proposed investment the undersigned is aware of and has taken into consideration
diversification  requirements  of ERISA  and has  concluded  that  the  proposed
investment is a prudent one even though no public market for the Units currently
exists.

     6.  Assuming  the  due  authorization,  execution,  and  delivery  of  this
Agreement by the Company,  this Agreement is the valid and binding  Agreement of
the undersigned,  enforceable against it in accordance with its terms, except as
enforcement  may be  limited  by  bankruptcy,  insolvency,  moratorium  or other
similar laws relating to creditors'  rights generally and general  principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).  If this Agreement is being executed in a  representative  or fiduciary
capacity,  the person  signing this  Agreement  has full power and  authority to
execute and deliver this Agreement and to perform the transactions  contemplated
hereby and thereby.

     7. The undersigned is a limited liability company, duly organized,  validly
existing and in good standing under the laws of its jurisdiction.

     8. The  undersigned  represents and warrants that the undersigned is a bona
fide  resident  of, is domiciled in and received the offer and made the decision
to  invest  in the  Units in the  State of  Oklahoma  and the  Units  are  being
purchased  by  the  undersigned  in  the  undersigned's   name  solely  for  the
undersigned's  own beneficial  interest and not as nominee for, or on behalf of,
or for the  beneficial  interest  of, or with the  intention to transfer to, any
other person, trust or organization.

     9. The undersigned  hereby  represents and warrants that the undersigned is
an "accredited  investor" with within the meaning of Rule 501 of regulation D of
the 1933 Act, and meets one of the following criteria:

(Please Initial the Category or Categories Which Apply)

     A.                A bank or savings and loan institution.
       ---------

                                        4
<PAGE>


     B.                A broker or dealer registered with the Securities and
       ---------       Exchange Commission.

     C.                An insurance or investment company.
       ---------

     D.                A natural person whose individual net worth, or joint
       ---------       net worth with that  person's spouse, at  the time  of
                       the purchase of the Units, exceeds $1,000,000.

     E.                A natural person who had an individual income of $200,000
       --------        in each of the two most recent years or joint income with
                       that person's spouse in excess of $300,000 each  of those
                       years and has a  reasonable expectation of  reaching  the
                       same income level in the current year.

     F.                A partnership, corporation or other  entity in  which all
       ---------       of the equity owners of such entity meet the requirements
                       of paragraphs D or E above.

     G.                A corporation,  business trust or  partnership not formed
       ---------       for  the specific  purpose of acquiring the  Units,  with
                       total assets in excess of $5,000,000.

     H.                Any trust with total assets in excess of $5,000,000,  not
       ---------       formed  for the  specific purpose of acquiring the Units.

        or

     I.                None of the above apply.
        ---------

The  undersigned   shall  indemnify  and  hold  harmless  the  Company  and  its
affiliates,  or any partner,  officer,  director, agent or control person of the
Company or its affiliates  which was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether  civil,  criminal,  administrative  or  investigative,  by  reason of or
arising  from (i) any  breach  of the  undersigned's  warranties,  covenants  or
agreements  set forth herein or arising out of the sale or  distribution  of the
Units  in  violation  of   applicable   law;  or  (ii)  any  actual  or  alleged
misrepresentation  or  misstatement  of facts or omission to  represent or state
facts made by the  undersigned to the Company  concerning the undersigned or the
undersigned's  financial position in connection with the offering or sale of the
Units, including,  without limitation, any such misrepresentation,  misstatement
or  omission  regarding  the  undersigned's  status as an  accredited  investor,
against  losses,  liabilities and expenses for which the Company or any officer,
director,  agent,  or control  person of the Company or the  affiliates  has not
otherwise  been  reimbursed  (including  attorneys'  fees,  judgment,  fines and
amounts paid in settlement)  actually and reasonably  incurred by such person or
the Company in connection with such action, suit or proceeding.


C.   UNDERSTANDINGS

     The undersigned  understands,  acknowledges  and agrees with the Company as
follows:

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<PAGE>

     1. No Federal or state agency has made any finding or  determination  as to
the accuracy or adequacy of this Agreement or as to the fairness of the terms of
this offering for  investment,  nor any  recommendations  or  endorsement of the
Units.

     2.  The  offering  and sale of the  Units is  intended  to be  exempt  from
registration  under the Act by virtue of Section  4(2) or 3(b) of the Act and/or
the  provisions  of  Regulation  D.  Except as set forth in the next  succeeding
paragraph,  the Company is under no  obligation  to register the Units or any of
the Securities issued in this offering on behalf of the undersigned or to assist
the undersigned in complying with any exemption from registration.

          3. (a) Not later than six months from the date of  acceptance  of this
     Agreement,  the Company shall file a registration  statement for the common
     stock  underlying the Warrants and the common stock into which the Series A
     Preferred  Stock  is  convertible  (the  "registrable  securities")  on any
     appropriate form under the 1933 Act. The Company shall use its best efforts
     to cause such  registration  to become  effective  as  promptly as possible
     after such filing and thereafter to keep such registration  effective for a
     period of at least one year.

          b) Notwithstanding the foregoing,  the Company may postpone the filing
     of a  registration  statement  (for a period not  exceeding 90 days) if its
     Board  of  Directors  in good  faith  determines  that  the  filing  or the
     distribution of the registrable  securities will adversely interfere with a
     public offering by the Company or with a financing, acquisition,  corporate
     reorganization or similar corporate transaction.

          c) In connection with the registration,  the Company will use its best
     efforts to effect such  registration to permit the sale of such registrable
     securities and accordingly will:

               (i) prepare  and file with the SEC a  Registration  Statement  or
          registration  statements on any  appropriate  form under the 1933 Act,
          which  form  shall  be  available  for  the  sale  of the  registrable
          securities and shall include all financial  statements required by the
          SEC to be filed therewith;

               (ii)  prepare  and  file  with  the  SEC  such   amendments   and
          post-effective  amendments  to the  Registration  Statement  as may be
          necessary to keep the registration statement effective;

               (iii)  prior to any public  offering of  registrable  securities,
          register  or  qualify  or  cooperate  with  the  selling   holders  of
          registrable securities, the underwriters, if any, and their respective
          counsel  on  a  best  efforts   basis  to  register  or  qualify  such
          registrable securities for offer and sale under the securities or blue
          sky laws of such  jurisdictions  as any selling  holder or underwriter
          reasonably requests in writing and do any and all other acts or things
          necessary or advisable to enable the disposition in such jurisdictions
          of the registrable securities covered by the Registration Statement.

                                        6
<PAGE>

          d) All expenses incident to the Company's performance of or compliance
     with this  Agreement  including  without  limitation all  registration  and
     filing fees,  fees with respect to listings or filings  required,  fees and
     expenses of compliance with securities or Blue Sky laws, printing expenses,
     messenger,  telephone  and delivery  expenses,  fees and  disbursements  of
     counsel for the Company and of all independent certified public accountants
     of the Company,  and reasonable fees and expenses of other persons retained
     by the Company in connection  with the  registration,  will be borne by the
     Company.

     4. There is no public or other market for the Units,  and no such public or
other  market  is  expected  to  develop.  There  can be no  assurance  that the
undersigned will be able to sell or dispose of the undersigned's  Units,  should
he desire to do so. No assignment, sale, transfer, exchange or other disposition
of the  undersigned's  Units  can be made  other  than in  accordance  with  the
provisions hereof.

     5. All  certificates  evidencing the Securities will contain or be endorsed
with the following, or substantially equivalent, legend:

         THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER  THE  SECURITIES  ACT OF  1933  OR  STATE  SECURITIES  LAWS.  THE
         SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,  HYPOTHECATED OR
         OTHERWISE  TRANSFERRED  OR  DISPOSED OF EXCEPT IN  COMPLIANCE  WITH THE
         SECURITIES  ACT OF  1933,  APPLICABLE  STATE  SECURITIES  LAWS  AND THE
         APPLICABLE RULES AND REGULATIONS THEREUNDER.

     6. There can be no assurance as to the Federal or state tax consequences of
an investment in the Units.

     7. IN  MAKING  AN  INVESTMENT  DECISION,  INVESTORS  MUST RELY ON THEIR OWN
EXAMINATION  OF THE  COMPANY  AND OF THE TERMS OF THE  OFFERING,  INCLUDING  THE
MERITS AND RISKS INVOLVED. THE UNITS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.  FURTHERMORE, THE FOREGOING
AUTHORITIES  HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED  THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     8. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE  TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED,  AND THE APPLICABLE STATE SECURITIES LAWS,  PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.

D.   MISCELLANEOUS

     1.  Neither  this  Agreement  nor any  provisions  hereof  shall be waived,
modified,  changed,  discharged,  terminated,  revoked or canceled  except by an
instrument in writing signed by the party against whom any change,  discharge or
termination is sought.

                                        7
<PAGE>

     2. Notices  required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently  given when personally  delivered or sent
by registered mail,  return receipt  requested,  addressed to the other party at
the address given for such party in the signature below.

     3.  Failure  of the  Company  to  exercise  any right or remedy  under this
Agreement or any other agreement,  between the Company and the  undersigned,  or
otherwise,  or delay by the Company in exercising such right or remedy, will not
operate as a waiver thereof.  No waiver by the Company will be effective  unless
and until it is in writing and signed by an authorized officer of the Company.

     4. This Agreement shall be enforced, governed and construed in all respects
in  accordance  with  the laws of the  State  of  Colorado,  without  regard  to
conflicts of laws,, and shall be binding upon the undersigned, the undersigned's
heirs, estate, legal representatives, successors and permitted assigns and shall
inure  to the  benefit  of the  Company,  its  successors  and  assigns.  If any
provision of this  Agreement is invalid or  unenforceable  under any  applicable
statute or rule of law, then such provision  shall be deemed  inoperative to the
extent that it may conflict  therewith  and shall be deemed  modified to conform
with such statute or rule of law. Any  provision  hereof which may prove invalid
or unenforceable  under any law shall not affect the enforceability of any other
provision hereof.

     5. This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject  matter  hereof and may be amended only by a writing
executed by all parties hereto.


                                    TAGGART CONSULTING GROUP, LLC



                                    By: /s/ Dale B. Donaldson
                                        ----------------------------------------
                                        Dale B. Donaldson, Manager



                                      Social Security Number
                                      or Employee ID No.:
                                                        ------------------------

                                      Address of Subscriber:



                                      ------------------------------------------


                                        8
<PAGE>



          Accepted this   30th    day of       September                   2002.
                         --------        ---------------------------------


                                      WYOMING OIL & MINERALS, INC.,
                                      a Wyoming corporation



                                      By: /s/ Bill M. Conrad
                                          --------------------------------------
                                         Bill M. Conrad, President
                                         5525 S. Erindale Drive,, Suite 201
                                         Colorado Springs, Colorado 80918

                                        9