**Exhibit
        10.22**
  **EXHIBIT
        A**


BROKER'S
        NAME:______________________________________


**IMPORTANT:
        PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED
        FOR
        HEREIN.**


SUBSCRIPTION
        AGREEMENT


and
        LETTER OF INVESTMENT INTENT


Daybreak
        Oil & Gas, Inc.
 601
        W.
        Main Ave., Suite 1017
 Spokane,
        WA 99201-0613


Gentlemen:


The
        undersigned (the "Subscriber") hereby tenders this subscription for the purchase
        of units ("Units" or the "Securities") consisting of shares of common stock
        ("Shares") of Daybreak Oil & Gas, Inc. (the "Company") and warrants to
        purchase Shares. The Units are described in the Company's Private Placement
        Memorandum dated June 30,2006 (the "Memorandum"). The Subscriber understands
        that a subscription for the Securities may be rejected for any reason and
        that,
        in the event that this subscription is rejected, the funds delivered herewith
        will be promptly returned, without interest thereon or deduction therefrom.
        By
        execution below, the Subscriber acknowledges that the Company is relying
        upon
        the accuracy and completeness of the representations contained herein in
        complying with their obligations under applicable securities
        laws.


1.
        Subscription Commitment. The Subscriber acknowledges that the minimum
        subscription is $30,000. The Subscriber hereby subscribes for the purchase
        of
        the number of Securities specified below and, as full payment therefor, agrees
        to pay in cash, the amount set forth below by check made payable to "Daybreak
        Oil & Gas Escrow Account," or by wire transfer to the escrow account of the
        Company.


Number
                of Units
              
              At
                  $3.00 per Unit for
                an aggregate of $.


The
        Subscriber understands that this subscription is not binding on the Company
        until accepted by the Company, which acceptance is at the discretion of the
        Company and is to be evidenced by the Company's execution of this Subscription
        Agreement where indicated. If the subscription is rejected, or if the Minimum
        Offering of 730,000 Units ($2,190,000) is not achieved within the offering
        period set forth in the Memorandum (the "Offering Period"), the Company shall
        return to the Subscriber, without interest or deduction, any payment tendered
        by
        the Subscriber, and the Company and the Subscriber shall have no further
        obligation to each other hereunder. Unless and until rejected by the Company,
        or
        the Minimum Offering is not achieved within the Offering Period, this
        subscription shall be irrevocable by the Subscriber. The Subscriber understands
        that the Company may, in the event that the offering to which the Memorandum
        relates is oversubscribed, reduce this subscription in any amount and to
        any
        extent, whether or not pro rata reductions are made of any other investor's
        subscription.


2.
        Representations and Warranties. In order to induce the Company to accept
        this subscription, the Subscriber hereby represents and warrants to, and
        covenants with, the Company as follows:


(a)    
        The Subscriber has received and had the opportunity to review the Memorandum
        and
        has been given access to full and complete information regarding the Company
        and
        has utilized such access to the


Daybreak
        Oil & Gas, Inc.


Subscription
        Agreement


1
  Subscriber's
        satisfaction for the purpose of obtaining such information regarding the
        Company
        as the Subscriber
        has reasonably requested; and, particularly, the Subscriber has been given
        reasonable opportunity to
        ask
        questions of, and receive answers from, representatives of the Company
        concerning the terms and conditions
        of the offering of the Securities and to obtain any additional information,
        to
        the extent reasonably available;


(b)  Except
        for the Memorandum, the Subscriber has not been furnished with any other
        materials or
        literature relating to the offer and sale of the Securities; except as set
        forth
        in the Memorandum, no representations
        or warranties have been made to the Subscriber by the Company, any selling
        agent
        of the Company,
        or any agent, employee, or affiliate of the Company or such selling
        agent.


(c)  The
        Subscriber believes that an investment in the securities is suitable for
        the
        Subscriber based
        upon the Subscriber investment objectives and financial needs. The Subscriber
        (i) has adequate means for
        providing for the Subscriber's current financial needs and personal
        contingencies; (ii) has no need for liquidity
        in this investment; (iii) at the present time, can afford a complete loss
        of
        such investment; and (iv) does
        not
        have an overall commitment to investments which are not readily marketable
        that
        is disproportionate to
        the
        Subscriber's net worth, and the Subscriber's investment in the Securities
        will
        not cause such overall commitment
        to become excessive.


(d)  The
        Subscriber, in reaching a decision to subscribe, has such knowledge and
        experience in financial
        and business matters that the Subscriber is capable of reading and interpreting
        financial statements and
        evaluating the merits and risk of an investment in the Securities and has
        the
        net worth to undertake such risks.


(e)  The
        Subscriber was not offered or sold the Securities, directly or indirectly,
        by
        means of any form
        of
        general advertising or general solicitation, including, but not limited to,
        the
        following:  (1) any advertisement,
        article, notice or other communication published in any newspaper, magazine,
        or
        similar medium
        of
        or broadcast over television or radio; or (2) to the knowledge of the
        undersigned, any seminar or meeting
        whose attendees had been invited by any general solicitation or general
        advertising.


(f)  The
        Subscriber has obtained, to the extent the Subscriber deems necessary, the
        Subscriber's own
        personal professional advice with respect to the risks inherent in the
        investment in the securities, and the suitability
        of an investment in the Securities in light of the Subscriber's financial
        condition and investment needs;


(g)  The
        Subscriber recognizes that the Securities as an investment involves a high
        degree of risk, including
        those set forth under the caption "Risk Factors" in the Executive
        Summary.


(h)     
        The information contained in this agreement is true, complete and correct
        in all
        material respects as of the date hereof; the Subscriber understands that
        the
        Company's determination that the exemption from the registration provisions
        of
        the Securities Act of 1933, as amended (the "Act"), which is based upon
        non-public offerings and applicable to the offer and sale of the Securities,
        is
        based, in part, upon the representations, warranties, and agreements made
        by the
        Subscriber herein; and the Subscriber consents to the disclosure of any such
        information, and any other information furnished to the Company, to any
        governmental authority, self-regulatory organization, or, to the extent required
        by law, to any other person.


(i)     
        The Subscriber realizes that (i) the purchase of the Securities is a long-term
        investment; (ii) the purchaser of the Securities must bear the economic risk
        of
        investment for an indefinite period of time because 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 Securities
        and
        the Subscriber may be unable to liquidate the Subscriber's investment in
        the
        event of an emergency, or pledge the Securities as collateral for a loan;
        and
        (iv) the transferability of the Securities is





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            Oil & Gas, Inc.
 Subscription
            Agreement
 2


restricted
      and (A) requires conformity with the restrictions contained in paragraph 2
      below
      and (B) legends will be placed on the certificate(s) representing the Securities
      referring to the applicable restrictions on transferability; and


(j)     
        The Subscriber certifies, under penalties of perjury, that the Subscriber
        is NOT
        subject to the backup withholding provisions of Section 3406(a)(i)(C) of
        the
        Internal Revenue Code.


(k)     
        Stop transfer instructions will be placed with the transfer agent for the
        Securities, and a legend may be placed on any certificate representing the
        Securities substantially to the following effect:


THIS
        SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON
        THE
        EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND REGULATION D UNDER THE
        ACT.
        AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF
        INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT
        TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS
        IT IS
        REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
        FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY
        OR
        ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
        THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED
        UPON BY
        THE COMPANY IN ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION
        IS NOT
        REQUIRED.


3.
        Restricted Nature of the Securities. The Subscriber has been advised and
        understands that (a) the Securities have not been registered under the
        Securities Act of 1933 or applicable state securities laws and that the
        securities are being offered and sold pursuant to exemptions from such laws;
        (b)
        the Memorandum may not have been filed with or reviewed by certain state
        securities administrators because of the limited nature of the offering;
        (c) the
        Company is under no obligation to register the Securities under the Act or
        any
        state securities laws, or to take any action to make any exemption from any
        such
        registration provisions available. The Subscriber represents and warrants
        that
        the Securities are being purchased for the Subscriber's own account and for
        investment purposes only, and without the intention of reselling or
        redistributing the same; the Subscriber has made no agreement with others
        regarding any of the Securities; and the Subscriber's financial condition
        is
        such that it is not likely that it will be necessary to dispose of any of
        such
        Securities in the foreseeable future. The Subscriber is aware that, in the
        view
        of the Securities and Exchange Commission, a purchase of such securities
        with an
        intent to resell by reason of any foreseeable specific contingency or
        anticipated change in market value, or any change in the condition of the
        Company, or in connection with a contemplated liquidation settlement of any
        loan
        obtained for the acquisition of such securities and for which such securities
        were pledged, would represent an intent inconsistent with the representations
        set forth above. The Subscriber further represents and agrees that if, contrary
        to the foregoing intentions, the Subscriber should later desire to dispose
        of or
        transfer any of such securities in any manner, the Subscriber shall not do
        so
        unless and until (i) said Securities shall have first been registered under
        the
        Act and all applicable securities laws; or (ii) the Subscriber shall have
        first
        delivered to the Company a written notice declaring such holder's intention
        to
        effect such transfer and describe in sufficient detail the manner and
        circumstances of the proposed transfer, which notice shall be accompanied
        either
        by a written opinion of legal counsel who shall be reasonably satisfactory
        to
        the Company, which opinion shall be addressed to the Company and reasonably
        satisfactory in form and substance to the Company's counsel, to the effect
        that
        the proposed sale or transfer is exempt from the registration provisions
        of the
        Act and all applicable state securities laws, or by a "no action" letter
        from
        the Securities and Exchange Commission to the effect that the transfer of
        the
        Securities without registration will not result in recommendation by the
        staff
        of the Commission that action be taken with respect thereto.


Daybreak
                Oil & Gas, Inc.
 Subscription
                Agreement
 3




4.  Residence.
        The Subscriber represents and warrants that the Subscriber is a bona fide
        resident of,
        is
        domiciled in and received the offer and made the decision to invest in the
        Securities in the state set forth on
        the
        signature page hereof, and the Securities are being purchased by the Subscriber
        in the Subscriber's name
        solely for the Subscriber'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, except as specifically
        set forth in paragraph 15 of this Subscription Agreement and Letter of
        Investment Intent.


5.  Investor
        Qualification. The Subscriber represents and warrants that the Subscriber or
        the purchaser
        of the Securities named in paragraph 15 comes within at least one category
        marked below, and that for
        any
        category marked the Subscriber has truthfully set forth the factual basis
        or
        reason the Subscriber comes
        within that category. ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL
        BE KEPT
        STRICTLY CONFIDENTIAL. The Subscriber agrees to furnish any additional
        information which the Company
        deems necessary in order to verify the answers set forth
        below.




Category
                I
              The
                  Subscriber is an individual (not a partnership, corporation, etc.)
                  whose
                  individual net worth, or joint net worth with the Subscriber's
                  spouse,
                  presently exceeds $1,000,000.*Explanation.*In calculation of net worth the Subscriber may include equity
                in
                personal property and real estate, including the Subscriber's principal
                residence, cash, short term investments, stocks and securities. Equity
                in
                personal property and real estate should be based on the fair market
                value
                of such property less debt secured by such property.Category
                II
              The
                Subscriber is an individual (not a partnership, corporation, etc.)
                who had
                an individual net income in excess of $200,000 in each of the last
                two
                years, or joint income with his/her spouse in excess of $300,000
                in each
                of the last two years, and has a reasonable expectation of reaching
                the
                same income level in the current year.Category
                III
              The
                Subscriber is an executive officer or director of the
                Company.Category
                IV
              The
                Subscriber is a bank; savings and loan; insurance company; registered
                broker or dealer; registered investment company; registered business
                development company; licensed small business investment company ("SBIC");
                or employee benefit plan within the meaning of Title I of ERISA whose
                plan
                fiduciary is either a bank, savings and loan, insurance company or
                registered investment advisor or whose total assets exceed $5,000,000;
                or
                a self-directed employee benefit plan with investment decisions made
                solely by persons that are accredited investors.(describe
                  entity)Category
                V
              The
                Subscriber is a private business development company as defined in
Section
                202(a)(22) of the Investment Advisers Act of
                1940.
 Daybreak
                  Oil & Gas, Inc.
 Subscription
                  Agreement
 4
 Category
                VI
              The
                  Subscriber is an entity with total assets in excess of $5,000,000
                  which
                  was notformed for the purpose of investing in the Units and which
                  is one of the following:a
                  corporation;
                or
                  a partnership;
                or
                  a business trust; or
                  a
                    tax-exempt organization described in Section 501(cX3) of the
                    Internal
                    Revenue Code of 1986, as amended.Category
                  VII
              The
                  Subscriber is a trustee for a trust that is revocable by the grantor
                  at
                  any time (including an IRA) and the grantor qualifies under either
                  Category I or Category II above. A copy of the declaration of trust
                  or
                  trust agreement and a representation as to the net worth or income
                  of the
                  grantor is enclosed.Category
                  VIII
              The
                  Subscriber is an entity all the equity owners of which are "accredited
                  investors" within one or more of the above categories, other than
                  Category
                  IV or Category V. **[If relying upon this category alone, each
                  equity owner must complete a****separate copy of this
                  Agreement.]**(describe
                  entity)Category DC
              The
                Subscriber is a trust with total assets in excess of $5,000,000,
                not
                formed for the specific
                purpose of acquiring the Securities, whose purchase is directed by
                a
                person who has such knowledge and experience in financial and business
                matters that he is capable of evaluating the merits and risks of
                the
                prospective investment.




6.         Additional
      Representations.   The undersigned, if other than an
      individual, makes the following additional representations:




(a)  
        The Subscriber was not organized for the specific purpose of acquiring the
        Securities;


and





(b)  
        This Subscription Agreement and Letter of Investment Intent has been duly
        authorized by all necessary action on the part of the Subscriber, has been
        duly
        executed by an authorized officer or representative of the Subscriber, and
        is a
        legal, valid and binding obligation of the Subscriber enforceable in accordance
        with its terms.


7.
        Sophistication. The Subscriber further represents and warrants that he
        has such knowledge and experience in financial and business matters so as
        to be
        capable of evaluating the merits and risks of an investment in the Securities
        and protecting the Subscriber's own interests in this transaction, and does
        not
        desire to utilize the services of any other person in connection with evaluating
        such merits and risks.


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                  Oil & Gas, Inc.
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                  Agreement
 5


8.  Reliance
        on Representations.    The Subscriber understands the
        meaning and legal consequences
        of the representations, warranties, agreements, covenants, and confirmations
        set
        out above and agrees
        that the subscription made hereby may be accepted in reliance thereon. The
        Subscriber agrees to indemnify
        and hold harmless the Company and any selling agent (including for this purpose
        their employees, and
        each
        person who controls either of them within the meaning of Section 20 of the
        Securities Exchange Act of
        1934,
        as amended) from and against any and all loss, damage, liability or expense,
        including reasonable costs
        and
        attorney's fees and disbursements, which the Company, or such other persons
        may
        incur by reason of,
        or in
        connection with, any representation or warranty made herein not having been
        true
        when made, any misrepresentation
        made by the Subscriber or any failure by the Subscriber to fulfill any of
        the
        covenants or agreements
        set forth herein, in the Purchaser Questionnaire or in any other document
        provided by the Subscriber
        to the Company.


9.  Transferabilitv
        and Assignability. Neither this Subscription Agreement nor any of the rights of
        the
        Subscriber hereunder may be transferred or assigned by the Subscriber. The
        Subscriber agrees that the Subscriber
        may not cancel, terminate, or revoke this Subscription Agreement or any
        agreement of the Subscriber
        made hereunder (except as otherwise specifically provided herein) and that
        this
        Subscription Agreement
        shall survive the death or disability of the Subscriber and shall be binding
        upon the Subscriber's heirs,
        executors, administrators, successors, and assigns.


10.  Escrow
        Account. Until such time as the Minimum Units have been accepted, the cash received
        for the subscriptions will be held in a non-interest bearing account ("Escrow
        Account") in the name of
        the
        Company at AMG Guaranty Trust, NA.   Subscribers may not withdraw
        funds from the Escrow Account,
        and subscriptions may not be revoked, canceled or terminated by the subscriber.
        Subsequent to acceptance
        by the Company of subscriptions for at least 1,000,000 Units (the "Minimum
        Units"), the Escrow Account
        will be terminated, and additional Offering proceeds relating to accepted
        subscriptions may be utilized
        by the Company immediately upon acceptance by the Company. If the Minimum
        Units
        are not sold prior
        to
        the expiration of the Offering Period, the Offering will terminate and the
        Company will withdraw the Offering,
        whereupon each Subscriber will receive a refund of any subscription paid,
        without deduction. Upon such
        termination of the Offering by the Company, the Subscriber's subscription
        will
        be automatically canceled
        and the undersigned will have no further rights or obligations under this
        Agreement, and the Company
        and the Placement Agent shall have no liability or other obligation to the
        Subscriber.


11.       NASD
        Membership - Individual Investor. Are you a member of the NASD, 1 a person
        associated with a member 2 of the NASD, or an affiliate of a
        member?


Yes_____    No_____


1            The
        NASD defines a "member" as being either any broker or dealer admitted to
        membership in the NASD or
        any
        officer or partner of such a member, or the executive representative of such
        a
        member or the substitute for such
        representative.


\


2            The
        NASD defines a "person associated with a member" as being every sole proprietor,
        general or limited partner,
        officer, director or branch manager or such member, or any natural person
        occupying a similar status or performing
        similar functions, or any natural person engaged in the investment banking
        or
        securities business who is directly
        or indirectly controlling or controlled by such member (for example, any
        employee), whether or not any such
        person is registered or exempt from registration without the NASD. Thus,
        "person
        associated with a member" includes
        a sole proprietor, general or limited partner, officer, director or branch
        manager or an organization of any kind
        (whether a corporation, partnership or other business entity) which itself
        is a
        "member" or a "person associated with
        a
        member." ha addition, an organization of any kind is a "person associated
        with a
        member" if its sole proprietor
        or anyone of its general or limited partners, officers, director or branch
        managers is a "member" or "person
        associated with a member."


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                  Oil & Gas, Inc.
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                  Agreement
 6


If
      "Yes,"
      please list any members of the NASD with whom you are associated or
      affiliated.


NASD
        Membership - Corporate Investor, If you are a Corporation, are any of your
        officers, directors or 5% shareholders a member of the NASD, a person associated
        with a member of the NASD, or an affiliate of a member?


Yes_____    No_____


If
        "Yes,"
        please list the name of the respective officer, director or 5% shareholder
        and
        any members of the NASD with whom they are associated or
        affiliated.


12.           Survival.
        The representations and warranties of the Subscriber set forth herein shall
        survive the
        sale
        of the Units pursuant to this Subscription Agreement.


13.  Notices.
        All notices or other communications hereunder shall be in writing and shall
        be deemed
        to
        have been duly given if delivered personally or mailed by certified or
        registered mail, return receipt
        requested, postage prepaid, as follows: if to the Subscriber, to the address
        set
        forth below; and if to the Company
        to the address at the beginning of this letter, or to such other address
        as the
        Company or the Subscriber
        shall have designated to the other by like notice.


14.  (Applicable
        to**FLORIDA******residents
        only.) The Subscriber has been informed and recognizes that
        (a)
        the Units have not been registered under the Florida Securities Act, and
        (b)
        under Section 517.061 (12) of
        the
        Florida Securities Act, the Subscriber may void the sale of any Securities
        within three (3) days after the tender
        of
        this Subscription Agreement and payment hereunder to the
        Company.


15.  Counterparts.
        This Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        document.


IN
        NO
        EVENT **WILL THE COMPANY, THE PLACEMENT AGENT, OR ANY OF THEIR****AFFILIATES OR THE PROFESSIONAL ADVISORS ENGAGED
        BY THEM BE
        LIABLE IF FOR****ANY REASON RESULTS OF OPERATIONS OF THE COMPANY
        ARE NOT AS PROJECTED IN****THE DOCUMENTS. INVESTORS MUST LOOK
        SOLELY TO, AND RELY ON, THEIR OWN****ADVISORS WITH RESPECT TO THE
        TAX CONSEQUENCES OF INVESTING IN THE****SECURITIES.**


16.          Title.
        Manner in Which Title is To Be Held.


\


Place
        an
        "X" in one space below:


(a)Individual
        Ownership


(b)Community
        Property


(c)Joint
        Tenant with Right of
        Survivorship (both parties must sign)


(d)Partnership


(e)Tenants
        in
        Common


(f)Corporation


(g)Trust


(h)Other
        (Describe):





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                    Oil & Gas, Inc.
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                    Agreement
 7
    Please
            print above the exact name(s) in which the Securities are to be
            held.


17.  State
        ofResidence. My state of residence and the state in which I
        received the offer to invest and
        made
        the decision to invest in the Securities
        is                                                                                           .


18.  Date
        of Birth. My date of birth
        is:


**SIGNATURE
        PAGE ON NEXT PAGE**

















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                    Oil & Gas, Inc. Subscription
                        Agreement
 8
  **SIGNATURES**


The
        Subscriber hereby represents he has read this entire Subscription Agreement
        and
        the Memorandum dated,
        2006.





Dated:


**INDIVIDUAL**


Address
                to Which Correspondence Should be DirectedSignature
                (Individual)
              
              City,
                State and Zip CodeSignature
                (All record holders should sign)
              
              Tax
                Identification or Social Security NumberName(s)
                Typed or Printed
              
              Telephone
                Number





**COPY
        OF DRIVER'S LICENSE OR PASSAPORT REQUIRED IF NON-BCP
        CUSTOMER**

















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              Oil & Gas, Inc.
 Subscription
                Agreement
 9
  **CORPORATION,
        PARTNERSHIP, TRUST, RETIREMENT ACCOUNT OR OTHER
        ENTITY**


Name
                  of Entity
                
                Address
                  to Which Correspondence Should be DirectedBy:* Signature
                
                City,
                  State and Zip CodeIts:Title
                
                Tax
                  Identification or Social Security NumberName Typed or Printed
                
                Telephone
                  Number


*
        If
        Securities are being subscribed for by an entity, the Certificate of Signatory
        must also be completed.


**CERTIFICATE
        OF SIGNATORY To be completed if Securities are being subscribed for by an
        entity.**


I,, am
        theof (the
        "Entity").


I
        certify
        that I am empowered and duly authorized by the Entity to execute and carry
        out
        the terms of the Subscription Agreement and Letter of Investment Intent and
        to
        purchase and hold the Securities, and certify that the Subscription Agreement
        and Letter of Investment Intent has been duly and validly executed on behalf
        of
        the Entity and constitutes a legal and binding obligation of the
        Entity.


IN
        WITNESS WHEREOF, I have hereto set may hand
        thisday
        of ,
        2006.


Signature


**COPY
        OF SIGNER'S DRIVER'S LICENSE OR PASSAPORT REQUIRED FOR NON-BCPCUSTOMERS**





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                Oil & Gas, Inc.
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                  Agreement
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  **ACCEPTANCE**


This
        Subscription Agreement is accepted as of
,
        2006.


Daybreak
                Oil &
                Gas, Inc.By:
              /s/Authorized
                OfficerDate:
                  ______________________




















Daybreak
        Oil & Gas, Inc.


Subscription
        Agreement


11