FIRST
 SECOND




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THIRD
 FOURTH
 FIFTH
 SIXTH
 SEVENTH
 EIGHTH




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NINTH
 Name of Incorporators
    
    P.O. Address
    
    No. of SharesJohn F. Campbell
    
    415 Paulsen Bldg.
    
    
    1,500Spokane, Wash.Virginia H. Campbell
    
    128 West 18th Ave.
    
    
    500Spokane, Wash.Mary L. Auld
    
    Route Five (5)
    
    
    500Spokane, Wash
 TENTH
 Name
    
    P.O. Address
    
    Term of OfficeJohn F. Campbell
    
    415 Paulsen Bldg.
    
    From date hereof until first annual meetingSpokane, Wash.Virginia H. Campbell
    
    128 West 18th Ave.
    
    Same as aboveSpokane, Wash.Mary L. Auld
    
    Route Five (5)
    
    Same as aboveSpokane, Wash.
 ELEVENTH
 th
 /s/ John F. Campbell/s/ Virginia H. Campbell/s/ Mary L. Auld
 STATE OF WASHINGTON
    
    
    ))
    
    
    ssCounty of Spokane
    
    
    )
 th




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/s/ Roland E. WightmanNotary Public in and for the StateOf Washington, residing at Spokane




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/s/ John F. CampbellPresident/s/ Virginia H. Campbell
Secretary/s/ Mary L. AuldShareholder
 th
 /s/ Ronald E. WightmanNotary Public in and for the State ofWashington, residing at Spokane




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/s/ James W. FoxPresident/s/ Kae H. SowersSecretary-Treasurer
 th
 /s/ John F. CampbellNotary Public in and for the State ofWashington, residing at Spokane




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STATE
OF WASHINGTON 
COUNTY OF SPOKANE
    
    )
)
)
    
    ss
 TH
 ARTICLE I
  /s/ Earl A. TenleyPresident/s/ Kae H. SowersTreasurer
 th
 /s/ Robert E. TinnelNotary Public in and for the State ofWashington, residing at Opportunity




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ARTICLES OF AMENDMENT
OF
DAYBREAK MINES, INC.
     Amended Second Article
Purpose
  Amended Fifth Article
Directors
  Amended Sixth Article
Capitalization




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Amended Twelfth Article
Voting
  Amended Thirteenth Article
Preemptive Rights
  Amended Fourteenth Article
Indemnification and Liability of Directors




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th
 Daybreak Mines, Inc.By: /s/ Dale B. Lavigne, President




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ARTICLES OF AMENDMENT
OF
DAYBREAK MINES, INC.
    ARTICLE II  Amended Sixth Article  Capitalization
        Preferential Amoun




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Insufficient Proceeds
 Remaining Assets
 Sale of the Corporation




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Optional Conversion
 Mechanics and Effect of Conversion.
 Fractional Shares
 Adjustments to Conversion
 Adjustments to Conversion Price for Diluting Issues




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Adjustments for Combinations, Consolidations, Dividends or Subdivisions of Common Stock.
      Adjustment for Other Distributions
 Adjustment for Reclassification, Exchange and Substitution.




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No Impairment.
  Certificate as to Adjustments
 Notices of Record Date




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th
 Daybreak Mines, Inc.By: /s/ Dale B. Lavigne, President




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ARTICLES OF AMENDMENT
OF
DAYBRREAK MINES, INC.
        th
 Daybreak Mines, Inc.By:

/s/ Robert N. MartinRobert N, Martin, President




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ARTICLES OF AMENDMENT
OF
DAYBREAK OIL & GAS, INC.
  ARTICLE I
  ARTICLE II
Amended Sixth Article
 Capitalization
 2.1 Classes
 2.2 Common Stock.
 2.3 Preferred Stock.
 2.4 Series A Convertible Preferred Stock.




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2.4.1 Dividends.
   2.4.2 Liquidation Preference.




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provided however
 2.4.3 Voting Rights.
 2.4.4 Conversion.
 Right to Convert
 Automatic Conversion
 Mechanics of Conversion




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provided however
 Adjustments to Series A Conversion Price for Diluting Issues
 Special Definitions
 Options
 Original Issue Date
 Convertible Securities
 Additional Shares of Common Stock




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No Adjustment of Series A Conversion Price
 Deemed Issue of Additional Shares of Common Stock provided provided further




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provided however




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Adjustment of Series A Conversion Price Upon Issuance of Additional
Shares of Common Stock
 Determination of Consideration




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Cash and Property
    Options and Convertible Securities
   Adjustments to Series A Conversion Price for Stock Dividends and for
Combinations of Subdivisions of Common Stock




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Adjustments for Reclassification and Reorganization
 No Impairment
 Certificates as to Adjustments
 Notices




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Issue Taxes provided however
 Reservation of Stock Issuable Upon Conversion
 Fractional Shares




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2.4.5 Protective Provisions.
         2.5 Issuance of Certificates.
 ARTICLE III




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ARTICLE IV
  ARTICLE V