**Exhibit
      10.27**


**CONSULTING
      SERVICES AGREEMENT BETWEEN:**


**DAYBREAK
        OIL AND GAS, INC. (Hereinafter the "Company")**


**AND**


**JEFFREY
        R. DWORKIN (Hereinafter 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 public oil and gas industry executive
        and to advise the Company in public oil and gas industry business and/or
        financial matters 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 suffiency 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 public oil and gas industry
        business matters and public company corporate governance
        matters.


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.


**3.           Compensation
        and fees**


The
        Company shall pay to the Consultant:


a)
              Consulting
                  Fees in the amount of one hundred fifty ($150.00) dollars per hour
                  for
                  time spent on the business of the Company including but not limited
                  to
                  telephone conversations, personal conferences, strategy development
                  and
                  planning, letter and document preparation and review, research
                  and
                  drafting.


b)
              the
                  Consultant will also be paid for expenses incurred oradvanced
                  on your behalf.


c)
              The
                  Consultant will also be paid a monthly miscellaneousexpense
                  fee of $1,500.00 per month.


**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 and its agents shall be independent
        contractors. 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 ant court of competent
                  jurisdiction.


**9. Counterparts
        and facsimile**


This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original and all of which shall constitute one agreement.
        A
        telefacsimile of this Agreement may be relied upon as full and sufficient
        evidence as an original.


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


**Daybreak
        Oil and Gas, Inc.**




/s/ JEFFREY
              R. DWORKINJeffrey
              R. DworkinDate:8/1/06





**/s/****Thomas
        C. Kilbourne, Treasurer**