Exhibit 10.5


    
      

    


    
      	
              Name
                of Investor: 

            	
              16-1728419
                

            
	
              Michael
                P. Piazza 

            	
              Tax
                ID Number or EIN 

            
	
              Chief
                Executive Officer FBO 

            	
               

            
	
              Ignis
                Petroleum Corporation 

            	
               

            
	
              100
                Crescent Court, 7th Floor 

            	
               

            
	
              Dallas,
                TX 75201 

            	
               

            
	
              214-459-8188
                

            	
               

            


    

     

    PROVIDENT
      OIL AND GAS PARTNERS #1

    OFFERING
      21 UNITS for $966,000 or $46,000 per UNIT

    SUBSCRIPTION
      TO PURCHASE AND REPRESENTATION AGREEMENT

    


    SUBSCRIPTION
      PURCHASE AGREEMENT by and between the investor named above (the "Investor")
      and
      PROVIDENT OIL AND GAS PARTNERS #1, a TEXAS PARTNERSHIP with offices at 16660
      DALLAS PARKWAY, SUITE 1600, DALLAS TX 75248 ("POP" or the "Partnership"), in
      connection with its developmental well drilling . and production program,
      located in Montague and Cooke Counties, AKA Inglish Sisters #3, Powell #1 and
      Powell #2. 

    


    A.
      Total
      Purchase Price: $ 552,000
      (12
      Units @ $46,000 per Unit) 

    


    B.
      Address of Investor's Principal Residence: 

    A
      Nevada
      Corporation aka: Ignis Petroleum Group, Inc. with principal executive offices
      located at 100 Crescent Court, Suite 700, Dallas, TX 75201, contact by phone
      at
      (214) 459-8188.

    


    The
      Investor acknowledges that the Investor has received and reviewed this
      Subscription Purchase Agreement in its entirety, including without limitation
      the representations and warranties set out in Section 2 hereof. The Investor
      and
      the Partnership each execute this Agreement as an instrument under
      seal.

    


    1.
      Subscription.
      Subject
      to the terms and conditions hereof, the Investor hereby irrevocably subscribes
      for and agrees to purchase General Partnership Units (the "Units") for the
      Total
      Purchase Price set forth in Section A above. This subscription may be accepted
      by the Partnership only through its execution of this Agreement. The effective
      date of such acceptance by the Partnership shall be the date set forth opposite
      the Partnership Principal's signature. 

    


    2.
      Representations
      and Warranties of the Investor.
      The
      Investor understands and acknowledges that (a) the securities are being offered
      and sold under one or more of the exemptions from registration provided for
      in
      Section 4(2) or Section 3(b) of the Securities Act of 1993, as amended (the
      "Securities Act"), including Regulation D promulgated thereby ("Regulation
      D"),
      and any applicable state securities laws, (b) the Investor has reviewed the
      Private Placement Memorandum of the Partnership dated November 20, 2005, as
      amended, and such other material documents of the Partnership as the Investor
      has deemed necessary or appropriate for purposes of this offering and this
      Agreement (collectively, the "Offering Documents"), and (c) this transaction
      has
      not been reviewed or approved by the United States Securities and Exchange
      Commission or by any regulatory authority charged with the administration of
      the
      securities laws of any state or foreign country. The Investor also represents
      and warrants as follows: 

    


    Provident
      Oil and Gas Partners #1 Subscription Purchase Agreement

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    2.1.
      Citizenship,
      Age and Residence.
      The
      Investor is a bona fide resident and domiciliary (not a temporary or transient
      resident) of or has its principal place of business in the state and at the
      address described in Section B and has no present intention of becoming a
      resident of or moving the location of its principal place of business to any
      other state or other jurisdiction. If the Investor is a natural person, then
      Investor is a citizen of the United States and is at least 21 years of
      age.

    


    2.2.
      Sophistication
      of Investor.
      The
      Investor either (i) has a preexisting personal or business relationship with
      the
      Partnership or its controlling persons, such as would enable a reasonably
      prudent purchaser to be aware of the character and general business and
      financial circumstances of the Partnership or its controlling persons, or (ii)
      by reason of the Investor's business or financial experience, individually
      or in
      conjunction with the Investor's unaffiliated professional advisors who are
      not
      compensated by the Partnership or any affiliate or selling agent of the
      Partnership, directly or indirectly, is capable of evaluating the merits and
      risks of an investment in the Units, making an informed investment decision
      and
      protecting the Investor's own interests in connection with the transactions
      contemplated hereby.

    


    2.3.
      Suitability.
      The
      Investor understands and has fully considered for purposes of this investment
      the risks of this investment and understands that (i) this investment is
      suitable only for an investor who is able to bear the economic consequences
      of
      losing the Investor's entire investment; (ii) the Partnership has no significant
      operating history; (iii) the purchase of the Units is a speculative investment
      which involves a high degree of risk of loss by the Investor of the Investor's
      entire investment, and (iv) there are substantial restrictions on the
      transferability of, and there will be no public market for, the Units, and
      accordingly, it may not be possible for the Investor to liquidate the Investor's
      investment in the Units.

    


    2.4.
      Accredited
      Investor.
      The
      Investor is an "Accredited Investor" within the meaning of Rule 501 of
      Regulation D, and has checked the applicable boxes on the Accredited Investor
      attachment hereto.

    


    2.5.
      Lack
      of Liquidity.
      The
      Investor is able (i) to bear the economic risk of this investment; (ii) to
      hold
      the Units for an indefinite period of time, and (iii) to afford a complete
      loss
      of the Investor's investment; and represents that the Investor has sufficient
      liquid assets so that the lack of liquidity associated with this investment
      will
      not cause any undue financial difficulties or affect the Investor's ability
      to
      provide for the Investor's current needs and possible financial
      contingencies.

    


    2.6
      Investment
      Information.
      The
      Investor acknowledges that the Offering Documents contain the views of the
      management of the Partnership, and that the analysis of the market and of the
      Partnership's strategy contained therein represents a subjective assessment
      about which reasonable persons could disagree.

    


    2.7.
      Access
      to Information.
      The
      Investor, in making the Investor's decision to purchase the Units, has relied
      solely upon independent investigations made by the Investor and the
      representations and warranties of the Partnership contained herein and the
      Investor has been given (i) access to all material books and records of the
      Partnership; (ii) access to all material contracts and documents relating to
      this offering; and (iii) an opportunity to ask questions of, and to receive
      answers from, the appropriate executive officers and other persons acting on
      behalf of the Partnership concerning the Partnership and the terms and
      conditions of this offering, and to obtain any additional information, to the
      extent such persons possess such information or can acquire it without
      unreasonable effort or expense, necessary to verify the accuracy of the
      information set forth in the Offering Documents. The Investor acknowledges
      that
      no valid request to the Partnership by the Investor for information of any
      kind
      about the Partnership has been refused or denied by the Partnership or remains
      unfulfilled as of the date thereof.

    


    


    Provident
      Oil and Gas Partners #1 Subscription Purchase Agreement

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    2.8.
      Review
      of Offering Documents.
      The
      Investor has carefully read the Offering Documents, including without limitation
      this Agreement. In evaluating the suitability of an investment in the
      Partnership, the Investor has not relied upon any representations or other
      information (whether oral or written) other than as set forth in the Offering
      Documents or as contained in any documents or answers to questions furnished
      by
      the Partnership.

    


    2.9.
      Investment
      Intent.
      The
      Units are being acquired by the Investor solely for the Investor's own account,
      for investment purposes only, and not with a view to, or in connection with,
      any
      resale or distribution thereof; the Investor has no contract, undertaking,
      understanding, agreement or arrangement, formal or informal, with any person
      to
      sell, transfer or pledge to any person the Units for which the Investor hereby
      subscribes, or any part thereof, any interest therein or any rights thereto;
      the
      Investor has no present plans to enter into any such contract, undertaking,
      agreement or arrangement; and the Investor understands the legal consequences
      of
      the foregoing representations and warranties to mean that the Investor must
      bear
      the economic risk of the investment for an indefinite period of time because
      the
      Unit's have not been registered under the Securities Act and applicable state
      securities laws and, therefore, cannot be sold unless they are subsequently
      registered under the Securities Act and applicable state securities laws (which
      the Partnership is not obligated, and has no current intention, to do) or unless
      an exemption from such registration is available.

    


    2.10.
      No
      Brokers.
      The
      Investor has not engaged any broker, dealer, finder, commission agent or other
      similar person in connection with the offer, offers for sale, or sale of the
      Units and is not under any obligation to pay any broker's fee or commission
      in
      connection with the Investor's investment, except as provided for in the Private
      Placement Memorandum.

    


    2.11.
      Securities
      Act Compliance.
      The
      Investor understands that the Units have not been registered under the
      Securities Act, by reason of a specific exemption under the provisions of the
      Securities Act which depends in part upon the investment intent and the
      aforesaid representations and warranties of the Investor and that, in issuing
      the Units to the Investor, the Partnership is relying upon said representations
      and warranties. The Investor understands that the Partnership is under no
      obligation to register the Units.

    


    3.
      Representations
      and Warranties of the Partnership.
      The
      Partnership represents and warrants to the Investor as follows:

    


    3.1
      Organization
      and Standing.
      The
      Partnership is a Limited Partnership duly organized, validly existing and in
      good standing under the laws of the State of Texas and has full power and
      authority to conduct its business as presently conducted and as proposed to
      be
      conducted by it and to enter into and perform this Agreement and to carry out
      the transactions contemplated by this Agreement.

    


    3.2
      Capitalization.
      The
      authorized capital of the Partnership (immediately prior to the Closing)
      consists of twenty-four (24) membership Units.

    


    3.3
      Issuance
      of Units.
      The
      issuance, sale and delivery of the Units in accordance with this Agreement
      have
      been duly authorized by all necessary action on the part of the Partnership,
      and
      all such Units have been duly reserved for issuance.

    


    


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      Oil and Gas Partners #1 Subscription Purchase Agreement

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    3.4
      Authority
      for Agreement.
      The
      execution, delivery and performance by the Partnership of this Agreement, and
      the consummation by the Partnership of the transactions contemplated hereby
      and
      thereby, have been duly authorized by all necessary regulatory
      action.

    


    4.
      Business.
      Provident Oil and Gas Partners #1 was formed to own and operate (a) 20% general
      working interest in each of three wells operated by Rife Energy Operators in
      Montague and Cooke Counties, TX, also known as Inglish sisters #1, Powell #1
      and
      Powell #2.

    


    5.
      Restrictive
      Legend.
      The
      Investor consents to the placement of certain legends on the evidence of
      ownership of the Units as required by applicable laws, including legends in
      forms substantially as follows:

    


    THESE
      UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      ANY STATE SECURITIES LAW. NO SALE, TRANSFER, PLEDGE, ASSIGNMENT OR OTHER
      DISPOSITION OF THESE UNITS SHALL BE VALID OR EFFECTIVE UNLESS SUCH TRANSFER
      IS
      MADE (i) IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS AND (ii) WITH THE
      PRIOR WRITTEN CONSENT OF THE MANAGING GENERAL PARTNERS OF THE
      MAKER.

    


    6.
      Transferability.
      The
      Investor agrees not to transfer or assign this Subscription Agreement, or any
      of
      the Investor's interest herein, and further agrees that the assignment and
      transfer of the Units shall be made only (i) in compliance with all applicable
      securities laws, and (u) with the 'prior written consent of the Managing General
      Partners of the Partnership. The Investor understands that the Managing Partners
      of the Partnership may require Investor to provide the Partnership with an
      opinion of counsel satisfactory to the Partnership that an exemption from
      registration of the Units is available with respect to such transfer, or that
      the Managing Partners may impose other conditions or decline to consent to
      'a
      proposed transfer for any or no reason at its; sole discretion.

    


    7:
      Revocation.
      The
      Investor agrees that the Investor may' not cancel, terminate or revoke this
      Agreement or any agreement of the Investor made hereunder and that this
      Agreement shall survive the death or disability of the Investor and shall be
      binding upon the Investor's heirs, executors, administrators, 'successors and
      assigns.

    


    8.
      Miscellaneous.

    


    8.1.
      Notices.
      All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be delivered or mailed by registered or first class mail, postage prepaid
      or express overnight courier service, to the addresses set forth on the cover
      page hereof. 

    


    8.2.
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas, excluding its conflicts of laws and choice of laws
      rules.

    


    8.3.
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the subject matter hereof and may be amended or superseded only by a writing
      executed by the parties.

    


    8.4.
      Gender.
      Whenever the context may require, any pronoun shall include the corresponding
      masculine, feminine and neuter forms, the singular number shall include the
      plural, and the plural shall include the singular.

    


    


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      Oil and Gas Partners #1 Subscription Purchase Agreement

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    9.
      Indemnification.
      The
      Investor and the Partnership understand the meaning and legal consequences
      of
      their respective representations and warranties contained in Section 2 and
      Section 3, and each party (the "Indemnifying Party") agrees to indemnify and
      hold harmless the other party, its officers or any of its affiliates,
      controlling shareholders, agents, directors, or employees from and against
      any
      and all loss, damage or liability (including costs and reasonable attorney's
      fees) due to or arising out of a breach of any representation, warranty or
      acknowledgment of the Indemnifying Party contained in this Agreement, provided
      however that the Partnership's liability hereunder shall not exceed the amount
      of funds received by the Partnership from the Investor hereunder.

    


    


    INVESTOR:

    


    
      	
              Signature:

            	
              /s/
                Michael P. Piazza

            	
            
	
              By:

            	
              Michael
                P. Piazza - Chief Executive Officer FBO

            
	
              Ignis
                Petroleum Corporation

            
	
              100
                Crescent Court; 7th Floor

            
	
              Dallas,
                TX 75201

            
	
              mmp@ignispetro.com

            


    

     

    
      	
              Subscription
                Date: 

            	
              01/09/2006

            	
            


    

    


    


    The
      Partnership hereby accepts this subscription subject to the terms and conditions
      set forth herein.

    


    
      	
              Date:

            	
              01/09/2006

            	 


    

    


    Provident
      Oil and Gas Partners #1

    


    
      	
              /s/
                Brendan Coughlin

            	 
	
              By:
                Brendan Coughlin, Managing General
                Partner

            


    

    


    


    Provident
      Oil and Gas Partners #1 Subscription Purchase Agreement

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    ©
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      AIM Financial Advisors 11.20.05