**Exhibit
      10.29**




Daybreak
      Oil and Gas,
      Inc.


601
      West
      Main Ave    Suite
      1017                Spokane,
      WA   99201


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








CONSULTING
      SERVICES AGREEMENT





BETWEEN:     DAYBREAK
      OIL AND GAS, INC. (The Company)





AND





MICHAEL
      J. HOOPER (The Consultant)








WHEREAS,
      the Company desires to be assured of the association and services of the
      Consultant in order to avail itself of the Consultant’s experience, skills,
      abilities, knowledge and background as an accounting and accounting systems
      analyst and is therefore willing to engage the Consultant upon the terms and
      conditions set forth herein.





WHEREAS,
      the Consultant agrees to be engaged and retained by the Company and upon the
      terms and conditions set forth herein.





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. Engagement





The
      Company hereby engages the Consultant on a non exclusive basis, and the
      Consultant hereby accepts the engagement to become a consultant to the Company
      and to render such advice, consultation, information and services to the
      directors and officers of the Company regarding general financial and business
      matters, including but not limited to:


- development
          and maintenance of internal controls
- development
          and maintenance of accounting system design including chart of
          accounts
- develop
          and maintain integration of accounting system and financial
          statements
- development
          and maintenance of internal management reports.

It
      shall
      be expressly understood that Consultant shall have no power to bind the Company
      to any contract or obligation or to transact any business in the Company’s name
      or on behalf of the Company in any manner.

















2. Term





The
      term
      of this Agreement shall commence on the date hereof and continue for seven
      (7)
      months. The Agreement may be extended upon agreement by both
      parties.





It
      is
      agreed and understood by both parties that the Consultant may have provided
      services to the Company prior to the effective date of this Agreement. In such
      case, the Consultant will submit an invoice for services rendered in the manner
      provided in Section 3 herein and subject to approval by the Treasurer or Chief
      Financial Officer, the Company shall pay such invoice.





3. Compensation





The
      Company shall pay to the Consultant consulting fees in the amount of $40.00
      per
      hour plus any expenses incurred or advanced on behalf of the
      Company.





The
      Consultant agrees to submit invoices to the Company on or before the last day
      of
      each month, which invoice will contain the following information:


- the
        date or dates the Consultant provided services to the Company;
- a
        description of the services provided;
- the
        amount of time spent by the Consultant providing the service.

The
      Company agrees to pay the invoice within a reasonable period of time following
      its examination and review by the Treasurer or Chief Financial
      Officer.





4. Exclusivity,
      Performance and Confidentiality





The
      services of the Consultant hereunder shall not be exclusive, and Consultant
      and
      its agents may perform similar or different services for other persons or
      entities whether or not they are competitors of the Company. The Consultant
      shall be required to expend only such time as is necessary to service the
      Company in a commercially reasonable manner. The Consultant acknowledges and
      agrees that confidential and valuable information proprietary to the Company
      and
      obtained during its engagement by the Company shall not be directly or
      indirectly, disclosed without the prior written consent of the Company, unless
      and until such information is otherwise known to the public generally or is
      not
      otherwise secret and confidential.











5. Independent
      Contractor





In
      its
      performance hereunder, the Consultant shall be an independent contractor. The
      Consultant shall complete the services required hereunder according to his
      own
      means and methods of work, shall be in the exclusive charge and control of
      the
      Consultant and shall not be subject to the control or supervision of the
      Company, except as to the results of the work or the extent necessary for the
      Company to verify the Consultant’s compliance with applicable laws and
      regulations to which the Company may be subject.  The Company
      acknowledges that nothing in this Agreement shall be construed to require the
      Consultant to provide services to the Company at any specific time, or in any
      specific place or manner.





6. 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.





7. 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.





8. General
      Provisions




a. This
      Agreement shall in all respects be interpreted, enforced and governed under
      the
      laws of State of Washington. The language and all parts of this Agreement
      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 be submitted
      to binding arbitration by the American Arbitration Association in accordance
      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 any court of competent jurisdiction.








IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
      the 1st day of
      August 2006.




DayBreak
              Oil and Gas, Inc./s/
Thomas
              C. Kilbourne
            
            
            /s/
                Michael J.
                HooperThomas
                C.
                Kilbourne, Treasurer
            
            
            Michael
                J.
                HooperDate:8/01/06
            
            
            Date:8/01/06