EXHIBIT 10.49     4. For purposes of this agreement, it is understood that the purchase price shall beallocated 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 andPURCHASER agree to execute any required production assignment(s) (which shall be recorded inTensas Parish, Louisiana) in a manner which will set forth PURCHASER as the owner of the equitableinterest of SELLER in said properties. Furthermore, the execution of this agreement by SELLER andPURCHASER shall also be considered as authority to consider PURCHASER as the owner of SELLER’Sinterest in the mineral leasehold interest referenced on Exhibit “A,” andthat any and all subsequent AFE’s or other documentation prepared with regard to leasemaintenance and/or further exploration and development shall be directed to PURCHASER inthe place and stead of SELLER.     6. The directors of PURCHASER have met and have unanimouslyadopted the resolution approving this Agreement, authorizing its execution, and directing theofficers to fulfill the corporation’s obligations hereunder.     7. As a material inducement to cause the PURCHASER to enter into thisAgreement, the SELLER hereby represents and warrants to the PURCHASER herein that thefollowing statements are true and correct on the date hereof, and will be true and correct onthe closing date as though made on such date.     a. Good Title. PURCHASER is the owner of all right, title and interest ofcertain leasehold estates under the above-referenced Operating Agreement dated October24, 2005, free and clear of all liens, claims or encumbrances, and subject to nocontractsor 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 anyuntrue statement of any material fact or omit to state any material fact required to bestated or necessary in order to make the statements made with respect to SELLER notmisleading.     c. Prior Agreements. SELLER warrants that there are no priorenforceable agreements, either written or oral by and between the SELLER and any other thirdparty in contravention of this Agreement.
 

 
EXHIBIT 10.49     8. ThisAgreement constitutes the entire agreement between the parties pertaining tothe 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 statementorrepresentation, not embodied in this agreement, made by the other. This agreement may not bemodified or terminated orally and no modification, termination, or attempted waiver shall bevalid unless in writing and signed by the party against whom the same is sought to beenforced.     9. The provisions of this agreement shall be interpreted and enforced in accordancewith the laws of the State of Washington, and venue shall lie in Spokane County. If a court ofcompetent jurisdiction rules invalid or unenforceable any provisions of this agreement, theremainder shall nevertheless be given full force and effect. The captions are for convenienceandreference only, and they shall not define, limit or construe the contents of any provision.Exceptwhere the context indicates otherwise, words in the singular number shall include the plural,andvice versa, and words in the masculine, feminine, or neuter gender shall include each othergender as well.     10. This agreement shall be binding upon and inure to the benefit of the parties, theirheirs, 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 sameinstrument.( 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 undersignedcompetent witnesses, and me, a Notary Public duly commissioned and qualified in and forSpokaneCounty, 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 undersignedcompetent witnesses, and me, a Notary Public duly commissioned and qualified in and for SpokaneCounty, 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