**Exhibit
      10.41**


Daybreak
      Oil and Gas, Inc.


601
      West
      Main Ave    Suite
      1017                Spokane,
      WA   99201


Off:
      (509)
      232-7674                            Fax:
      (509) 455-8483











OFFICE
      LEASE AGREEMENT





BETWEEN: 
      TERRANCE J. DUNNE & ASSOCIATES INC. (The Tenant)





AND





DAYBREAK
      OIL AND GAS, INC. (The Subtenant)








WHEREAS,
      the Tenant leases a total of 3,136 rentable square feet from Joshua Green
      Corporation (The Landlord) pursuant to a Lease Renewal and Modification
      Agreement for the term commencing on May 1, 2007 and ending on April 30,
      2008;





AND
      WHEREAS, the Subtenant has agreed to sublease from the Tenant certain offices
      and storage space from the Tenant consisting of approximately 1,000 square
      feet
      plus use of common area (Schedule “B”).





NOW
      THEREFORE, in consideration of the foregoing, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:





1.
            Term





The
      term
      of this Agreement shall commence on the first day of May 2007 and shall be
      on a
      month to month basis. This Agreement may be extended upon agreement by both
      parties.





2.
            Rent





The
      Subtenant shall pay to the Tenant $1,250.00 on the first day of each month
      during the term of this Agreement. If this Agreement is extended the rent shall
      be modified in accordance with Schedule “C”.





3.
            Mutual
                Covenants





The
      Tenant agrees to comply with the terms and conditions of the Lease Renewal
      and
      Modification Agreement and to pay the rent to the Landlord in the amounts and
      at
      the times as stipulated therein and to refrain from such acts as would cause
      the
      Landlord to terminate the Lease.








The
      Subtenant agrees to conduct its’ business and affairs in such manner so as to
      comply with the terms and conditions of Lease Agreement dated February 1, 2002
      between the Tenant and the Landlord as amended or renewed.





4.
            Waiver





No
      waiver
      of any of the provisions of this Agreement shall be deemed or shall constitute
      a
      waiver of any other provision and no waiver shall constitute a continuing
      waiver. No waiver shall be binding unless executed in writing by the party
      making the waiver.





5.
            Complete
                Agreement





No
      supplement, modification or amendment of the Agreement shall be binding unless
      executed in writing by all parties. This Agreement constitutes the entire
      agreement between the parties and supersedes any prior agreements or
      negotiations.





6.
            General
                Provisions





a.
            This
                Agreement shall in all respects be interpreted, enforced and governedunder
                the laws of State of Washington. The language and all parts of thisAgreement
                shall be in all cases construed as a whole and not strictly for or
                against
                any individual party.





b.
            Any
                dispute arising under in any way related to this agreement shall
                besubmitted
                to binding arbitration by the American Arbitration Association inaccordance
                with the Association’s commercial rules then in effect. The arbitration
                may be conducted in person, by telephone or online as agreed by all
                parties. The arbitration shall be binding on the parties and the
                arbitration award may be confirmed by ant court of competent
                jurisdiction.








IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
      the 1st day of
      May 2007.




Daybreak
              Oil and Gas, Inc.
            
            
            Terrence
              J. Dunne & Associates/s/
                Thomas C.
                Kilbourne
            
            
            /s/
                Terrence J.
                DunneThomas
                C.
                Kilbourne, Treasurer
            
            
            Terrence
                J.
                DunneTitleDate: 5/01/07
            
            
            Date: 5/01/07