**Exhibit
      10.36**


**CONSULTING
      SERVICES AGREEMENT**





**This
      Consulting Services Agreement** (“Agreement”) is entered into effective
      the 1st day of
      March, 2007, by and between Daybreak Oil and Gas, Inc., (“Daybreak”), a
      Washington corporation, and Jeffrey R. Dworkin located in Calgary, Alberta,
      Canada.





**Whereas**,
      Daybreak 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 to facilitate long range strategic planning and to
      advise Daybreak in business and/or exploration matters, and





**Whereas**,
      Daybreak wishes to engage Consultant to provide advisory and other services
      for
      Daybreak and Consultant wishes to accept such engagement, all on the terms
      and
      conditions set forth herein.





**Whereas**,
      the Board of Directors of the Company considers it to be in the best interests
      of the Company to enter into this Agreement with the Consultant and this
      Agreement has been duly approved by the Board of Directors of the
      Company;





**Whereas,**the Consultant shall make his services available, as requested, to
      perform this Agreement;





**Now
      therefore**, in consideration of the mutual promises herein and other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto agree as follows:





**1.**           **Engagement.**  Daybreak
      hereby engages the Consultant and the Consultant hereby accepts the engagement,
      to become a consultant to Daybreak and to render such advice, consultation,
      information, and services to the directors and officers of Daybreak regarding
      public company corporate governance and legal knowledge of oil and gas industry
      contracts including but not limited to:





(a)           assist
      in creation and implementation of corporate governance standards





(b)           review
      and advise on oil and gas mineral rights leases;





The
      Consultant will report to the person or positions designated by the Company
      to
      whom the Consultant will be reporting and will discharge such duties and
      responsibilities as are assigned to the Consultant from time to
      time.





The
      Consultant represents that he is duly qualified to perform the duties hereunder
      and further covenant that in performing his duties hereunder, he will not engage
      in activity that is in violation of applicable security laws or subject the
      Corporation to liability thereunder.





2.           **Term.**  The
      term of this Agreement shall commence on March 1, 2007 and continue in effect
      until February 29, 2008.  Notwithstanding the foregoing, this
      Agreement may be terminated prior to the end of the term by either Daybreak
      or
      Consultant, for any reason or for no




CONSULTING
          SERVICES AGREEMENT
 -1-


reason,
      upon thirty (30) days written notice to the other party.  In the event
      of termination, Consultant shall be entitled to all fees and other consideration
      contained in this Agreement earned and accrued to the effective date of
      termination.





3.           **Compensation.**





(a)           Monetary.  In
      exchange for his commitment to provide services to Daybreak under Section One
      above, Daybreak agrees to pay Consultant a hourly rate in the amount of One
      Hundred Fifty Dollars ($150.00) plus out of pocket expenses. The Consultant
      shall submit invoices to the Corporation for each month or portion thereof
      for
      which services are provided during the period covered by the invoice and also
      including any proper claim for travel expenses.  Each invoice shall
      indicate the period covered, the month or portion of a month worked, the rate
      and the total charge for consulting services.





During
      the term of this agreement, Consultant is entitled to reimbursement for
      reasonable business expenses incurred on behalf of Daybreak in accordance with
      the standard practice for the reimbursement policies and procedures established
      by Daybreak. All out-of-pocket expenses submitted for reimbursement, shall
      be
      done in a timely manner. Such timely manner shall be defined as the expense
      reimbursement request shall be received by Daybreak no later than sixty (60)
      days after the date of the expense receipt or the occurrence of such expense.
      Any expense receipt dated sixty (60) days earlier than the expense reimbursement
      request is received shall not be eligible for reimbursement by Daybreak. If
      any
      receipt for a charge on a Company credit card is not submitted to Daybreak
      within sixty (60) days of the transaction date, the transaction amount can
      be
      charged back to the Consultant or be deducted from the Consultant’s next
      invoice. Compensation provided Consultant under this Agreement takes into
      account Consultant’s personal obligation to incur and pay certain additional
      expenses required of Consultant as a consultant of Daybreak for which Daybreak
      is under no obligation to reimburse Consultant.





4.           **Independent
      Contractor Status**.  In the performance of the work
      contemplated in this Agreement, Consultant is an independent contractor with
      the
      authority to control and direct the performance of the details of the work,
      Daybreak being interested only in the results obtained.  Consultant is
      not an agent or employee of Daybreak for any purpose, and the employees of
      Consultant are not entitled to any of the benefits that Daybreak provides for
      its employees.  Consultant shall be responsible for payment of all
      taxes, including federal, state, and local taxes arising out of its activities
      under this Agreement, including, but not limited to, income tax, social security
      tax, and unemployment insurance tax that might be due.  It is
      understood that Daybreak does not agree to use Consultant
      exclusively.  Nothing in this Agreement shall constitute or be
      construed as a creation of a partnership or joint venture between Consultant
      and
      Daybreak, or their successors or assigns.  The parties acknowledge and
      agree that Consultant, its principals, associates and employees, are not engaged
      in the practice of law nor are they engaged in providing legal advice or counsel
      in connection with their representation of Daybreak.  The parties
      further acknowledge and agree that any association or referral with or to any
      law firm by or with Consultant shall not be considered or construed to be the
      practice of law by Consultant in connection with such association or
      referral.


CONSULTING
            SERVICES AGREEMENT
 -2-
 5.           **Confidential
          Information**.  In the course of providing services for
          Daybreak, each of Daybreak and Consultant may learn or discover information
          that
          is identified by the other as non-public, proprietary
          information.  Each of Daybreak and Consultant agrees that, during the
          term of engagement and for a period of twenty-four (24) months thereafter,
          it
          will not, directly or indirectly, disclose or use any such information
          of the
          other party (“Confidential Information”) without the consent of such
          party.  Confidential Information shall not include: information
          which is currently in the public domain or hereafter enters the public
          domain
          without the fault or involvement of the receiving party; information known
          to
          the receiving party prior to its disclosure by other party and information
          disclosed to a receiving party from a source (other than the other party)
          having
          a lawful right to make such disclosure to the receiving party, or information
          required to be disclosed under any court order or governmental directive.
          The
          terms of this Agreement shall be treated as Confidential Information by
          both
          parties.





6.           **Summons/Subpoenas**.  In
      the event that Consultant or any party acting on behalf of Consultant
      (Consultant and any such person being a “Subpoenaed Party”) receives a subpoena
      or summons requesting that the Subpoenaed Party produce documents or records
      containing Confidential Information of Daybreak or otherwise pertaining to
      the
      services rendered hereunder or testify concerning such Confidential Information
      of Daybreak or services, the Subpoenaed Party will immediately notify
      Daybreak.  Daybreak may, within the time permitted for the Subpoenaed
      Party to respond to any such requests, initiate such legal action seeking a
      protective order or other relief as Daybreak deems appropriate to protect
      information from disclosure.  If Daybreak takes no action within the
      time permitted for the Subpoenaed Party to respond or if Daybreak’s actions do
      not result in a judicial order preventing the Subpoenaed Party from supplying
      or
      disclosing the requested information or testifying, the Subpoenaed Party may
      comply with the request.  Daybreak agrees to reimburse and pay the
      Subpoenaed Party for all costs and expenses incurred by the Subpoenaed Party
      (or
      such person) in connection with any such summons or subpoenas concerning
      Daybreak, including reasonable attorney’s fees and time spent by the Subpoenaed
      Party ‘s personnel, billed at their regular rates.





7.           **Indemnification**.  Each
      party agrees to indemnify and hold the other party, its officers and employees,
      harmless against any and all claims, lawsuits, judgments, costs, liens, losses,
      expenses, fees (including reasonable attorney’s fees and costs of defense),
      proceedings, actions, demands, causes of action, liability and suits of any
      kind
      and nature, including but not limited to, personal injury (including death),
      property damage, or other harm for which recovery damages is sought that may
      arise out of or be occasioned or caused by each party’s negligent act, error or
      omission or the negligent act, error or omission of any agent, officer,
      director, representative, employee, consultant or subconsultant of each party
      and their respective officers, agents, employees, directors and representatives
      while in the exercise of performance of the rights or duties under this
      Agreement.





8.           **General**.





(a)           This
      Agreement shall be interpreted and construed in accordance with the laws of
      the
      State of Washington without giving effect to principles of conflict of
      law.  Any action arising in connection with this Agreement must be
      brought in Spokane County Superior Court, Spokane, Washington.  By
      this Agreement, the parties confer jurisdiction over the subject matter of
      and
      parties to this Agreement.  The party who prevails in any such action
      will be entitled to an award of the reasonable costs and attorneys’ fees
      incurred in the action.


CONSULTING
            SERVICES AGREEMENT
 -3-


(b)           The
      terms and conditions set forth in this Agreement are intended by Daybreak and
      Consultant to constitute the final and complete statement of their agreement,
      and all prior proposals, communications, negotiations, understandings, and
      representations relating to the subject matter of this Agreement, whether verbal
      or written, are hereby superseded.  No modification or amendment of
      this Agreement shall be effected unless the same is in writing and signed by
      both parties.





(c)           Any
      notice required or desired to be given under this Agreement shall be given
      in
      writing and sent by certified mail, return receipt requested, addressed as
      follows:





i.           To
      Daybreak:





Daybreak
      Oil and Gas, Inc.


Thomas
      C.
      Kilbourne


1012
      Washington Mutual Financial Center


601
      West
      Main Avenue


Spokane,
      Washington 99201





ii.           To
      Consultant:





Jeffrey
      R. Dworkin


1001
      13th Ave
      S.W.


#
      320


Calgary,
      AB  Canada T2R 0RL5





Notice
      shall be effective upon receipt.





(d)           Consultant
      consents in advance to Daybreak’s right to assign this Agreement to any
      successor in interest that expressly assumes Daybreak’s obligations hereunder in
      writing.  Consultant may not assign its rights and obligations under
      this Agreement.





(e) Each
      of the
      sections contained herein shall be and remain separate from, independent of,
      and
      severable from all and any other sections herein except as otherwise indicated
      by the context of this Agreement.  Any decision or declaration that
      one or more of the sections or subsections are null and void shall have no
      effect on the remaining sections or subsections of this Agreement.





(f) Upon
      any
      termination of employment, Consultant shall within ten (10) business days,
      deliver or cause to be delivered to the Company all books, documents, effects,
      monies received in trust, or other property belonging to the Company or its
      subsidiaries for which the Company or its subsidiaries are liable to others,
      which are in possession, charge, control, or custody of the
      Consultant.


CONSULTING
            SERVICES AGREEMENT
 -4-


(g) This
      Agreement shall inure to the benefit of and be binding upon the Consultant
      and
      its heirs, executors, legal personal representatives, and administrators, and
      upon the Company.




(h) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and together shall constitute a single
      agreement.  Facsimile signatures shall be good and sufficient evidence
      of signature for all purposes of this Agreement.





(i) The
      waiver by
      any party hereto of a breach of any provision of this Agreement shall
      not
      operate or be construed as a waiver of any subsequent breach of the same or
      of
      any other provisions of this Agreement





The
      parties have executed this Agreement as of the31day of May, 2007.





**COMPANY:**


Daybreak
      Oil and Gas, Inc.








By:/s/
      Thomas C.
      Kilbourne


Thomas
      C. Kilbourne, Treasurer





**CONSULTANT:**


Jeffrey
      R. Dworkin








By:/s/
      Jeffrey R.
      Dworkin


Jeffrey
      R. Dworkin












CONSULTING
      SERVICES AGREEMENT


-5-