THE
      SECURITIES TO WHICH THIS AGREEMENT RELATES ARE ARESTRICTED
      SECURITIES@
      AS THAT TERM IS DEFINED UNDER RULE 144 OF THE SECURITIES ACT OF 1933 (THE
A1933
      ACT@)
      . THE RESTRICTED SECURITIES HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT OR
      UNDER
      ANY STATE SECURITIES LAWS (ABLUE
      SKY LAWS@),
      AND MAY NOT BE OFFERED OR SOLD WITHOUT REGISTRATION UNDER THE 1933 ACT, AND
      AS
      REQUIRED BY BLUE SKY LAWS IN EFFECT AS TO SUCH TRANSFER, UNLESS AN EXEMPTION
      FROM REGISTRATION UNDER STATE AND FEDERAL LAWS IS
      AVAILABLE.

     

    ROCK
      CITY ENERGY CORP.

    


    SUBSCRIPTION
      AGREEMENT

    (Entity)

    


    This
      subscription agreement
      is made
      between Rock
      City Energy Corp.,
      a
      Nevada corporation (the ACompany@),
      and
      the undersigned, Brek
      Energy Corporation
      (the
ASubscriber@)
      for the
      purchase of securities of the Company pursuant to this agreement.

    


    The
      Company is offering for sale 4,000,000 unregistered and restricted Common shares
      of the Company (the ARestricted
      Shares@)
      at the
      purchase price of $0.15 per Restricted Share in consideration of cash pursuant
      to the exemptions from registration contained under Section 4(2) of the
      Securities Act of 1933. The Restricted Shares are Arestricted
      securities@
      as that
      term is defined under Rule 144 of the Securities Act of 1933, and the Restricted
      Shares may not be sold without being first registered or an exemption from
      registration is available.

    


    On
      the
      foregoing premises, the Subscriber subscribes for the purchase of the Restricted
      Shares on the following terms and conditions (the ASubscription@):

    


    1. Subscription
      to Purchase Restricted Shares

    


    a. Offer
      to Purchase.
      Subject
      to the terms and conditions of this agreement, the Subscriber irrevocably offers
      to purchase at the Closing (as defined in paragraph 1.b.) the number of
      Restricted Shares specified in the attached Signature Page for the amount that
      is equal to the number of Restricted Shares multiplied by the purchase price
      (the ASubscription
      Amount@).

    


    The
      Subscriber will tender with this agreement (i) payment of the full Subscription
      Amount in cash, (ii) a subscriber questionnaire, and (iii) a representative
      questionnaire, as applicable. These documents are sometimes collectively
      referred to as the ASubscription
      Documents@.

    


    b. Acceptance
      or Rejection.
      The
      Company will accept or reject this offer to purchase the Restricted Shares
      within 30 days of the date of this agreement at the time and place specified
      by
      the Company (the AClosing@).
      At the
      Closing, the Company will either (i) accept this Subscription (in whole or
      in
      part) and deliver to the Subscriber certificates for the Restricted Shares,
      all
      against the Subscriber=s
      delivery to the Company of cash for the Subscription Amount, or (ii) reject
      this
      Subscription and return the tendered payment of the Subscription Amount to
      the
      Subscriber (or as much of it as the Company does not accept) within 10 days
      of
      the rejection without interest or deduction. If accepted, the Subscriber will
      sign and deliver any additional documents that are necessary to effect the
      issuance of the Restricted Shares subscribed for and accepted.

    


    2. Representations
      of the Subscriber

    


    The
      Subscriber represents and warrants to the Company as follows and acknowledges
      and understands the significance to the Company of the following
      representations, and that the Company is relying upon such representations
      and
      warranties in connection with the subscription for the Restricted Shares and
      that the Company would not have entered into this Agreement without such
      representations and warranties:

    


    a. Age
      and Citizenship.
      The
      Subscriber, or signatory if the Subscriber is a business entity, is over the
      age
      of majority. The Subscriber is a bona fide resident of the state set forth
      next
      to the Subscriber=s
      signature and this state is the Subscriber=s
      principal residence.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Rock
                  City Energy Corp.

              	
                Subscription
                  Agreement

              	
                Page
                  2 of  2

              


      

    

     

    b. Information
      Provided by the Subscriber.
      The
      information that the Subscriber has provided to the Company or its agents or
      representatives is complete, accurate, truthful and correct as of the date
      of
      the signature on the attached Signature Page. The information includes, but
      is
      not limited to, information concerning the Subscriber=s
      personal financial affairs, business position, and the knowledge and experience
      of the Subscriber and the Subscriber=s
      advisers. If any of the information changes materially before the Company
      accepts this subscription, the Subscriber will immediately provide the new
      information. The Company will maintain this information regarding the Subscriber
      in strict confidence, but may disclose it to governmental agencies to support
      its reliance on an available exemption from the registration requirements of
      applicable securities laws, rules and regulations for this offer and sale of
      the
      Restricted Shares.

    


    c. Financial
      Condition of the Subscriber.
      The
      Subscriber has adequate means of providing for the Subscriber=s
      current
      needs and possible personal contingencies and does not need now, or anticipate
      needing in the foreseeable future, to sell the Restricted Shares that are the
      subject of this agreement. The Subscriber represents that the Subscriber is
      able
      to bear the economic risks of this investment and is able to hold the securities
      for an indefinite period of time and has sufficient net worth to sustain a
      loss
      of the entire investment if it should be lost.

    


    d. Purchase
      Entirely for Own Account.
      The
      Subscriber is the only party with an interest in this agreement, and is
      acquiring the Restricted Shares for investment purposes and for the
      Subscriber=s
      own
      account for long-term investment only, and not with any intent or arrangement
      to
      resell, fractionalize, divide or redistribute all or any part of the Restricted
      Shares to any other person. The Subscriber has no present intention of dividing
      the Restricted Shares with others or of reselling or otherwise disposing of
      any
      portion of the Restricted Shares. 

    


    e. No
      Reliance on Unauthorized Representations.
      The
      Subscriber has not specifically relied on any oral representations from the
      Company or any broker or salesman or their partners, shareholders, directors,
      officers, employees or agents, except the following:

     

    
      

      

    

    
      

    

    


    The
      Subscriber further represents and warrants that it has conducted its own due
      diligence with respect to the information received from the Company, which
      information in any event is not to be construed as warranties or representations
      or promises of future performance.

    


    f. Knowledge
      and experience.
      The
      Subscriber (i) has sufficient knowledge and experience in financial and business
      matters to be capable of evaluating the merits and risks of a prospective
      investment in the Restricted Shares; (ii) is experienced in making investments
      which involve a high degree of risk; (iii) is sophisticated in making investment
      decisions; (iv) can bear the economic risk of an investment in the Restricted
      Shares, including the total loss of such investment; (v) understands and takes
      full cognizance of the risk factors related to the purchase of the Restricted
      Shares; and (vi) has had prior personal or business relationships with the
      Company or affiliates of the Company, or broker, or by any reason of its
      business or financial experience, the Subscriber has the capacity to protect
      the
      its own interest in connection with the subscription for Restricted Shares.
      The
      Subscriber understands that the Company is relying upon these representations
      and upon the information provided in the Subscription Documents for the purposes
      of confirming the Subscriber=s
      subscription for the Restricted Shares complies with the requirements of the
      Securities Act of 1933.

    


    g. Authority.
      The
      Subscriber has the full power and authority to sign, deliver and perform this
      agreement. This agreement, when signed and delivered by the Subscriber,
      constitutes a legal, valid and binding obligation on the
      Subscriber.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  Rock
                    City Energy Corp.

                	
                  Subscription
                    Agreement

                	
                  Page 3
                    of  3

                


        

      

       

    

    h. No
      Legal Advice from Company.
      The
      Subscriber acknowledges that it has had the opportunity to review this agreement
      and the transactions contemplated by it with its legal counsel. The Subscriber
      is relying solely on its counsel and not on any statements or representations
      of
      the Company or any of its agents for legal advice with respect to this
      investment or the transactions contemplated by this agreement except for the
      representations, warranties and covenants specifically stated.

    


    i. Independent
      Investigation.
      The
      Subscriber has received and carefully read and is familiar with this agreement,
      the Subscription Documents, and all other documents in connection with this
      offering, and the Subscriber confirms that all documents, records, and books
      pertaining to the investment in the Company have been made available to the
      Subscriber, and, if retained by the Subscriber, to the Subscriber=s
      personal tax and legal advisors. The Company has provided the Subscriber with
      copies of all material information requested by the Subscriber or by the
      Subscriber=s
      purchaser representative or others representing the Subscriber, including any
      information requested to verify any information furnished (the AInformation@).
      The
      Subscriber and the Subscriber=s
      representatives and advisors have communicated directly with each other in
      connection with this offer to purchase the Restricted Shares and each has had
      the opportunity to ask questions of and receive answers from the Company or
      its
      directors, officers, employees or representatives concerning the terms and
      conditions of this offering and to obtain any additional Information (to the
      extent that the Company possesses such information or can acquire it without
      unreasonable effort or expense) desired or necessary to verify the accuracy
      of
      the Information provided. The Subscriber will maintain in strict confidence
      any
      proprietary Information disclosed to or discovered by the Subscriber in
      reviewing the Information made available by the Company in connection with
      this
      offer. The Subscriber has relied only on the information contained in this
      agreement and no written or oral representations have been made, nor any oral
      or
      written information furnished to the Subscriber in connection with the offering
      of the Restricted Shares that was in any way inconsistent with this agreement.
      In deciding to purchase the Restricted Shares, the Subscriber has read the
      Information and has made an independent investigation without the assistance
      of
      the Company.

    


    j. Subscriptions
      Subject to Acceptance.
      The
      Subscriber acknowledges that the Company may accept or reject this agreement
      in
      whole or in part and will return to the Subscriber without interest or deduction
      of expenses the portion of the Subscription Amount tendered that exceeds the
      part of the Subscription that is accepted.

    


    k. No
      Governmental Approval.
      The
      Subscriber acknowledges that neither the United States Securities and Exchange
      Commission nor the securities commission of any state or other federal agency
      or
      foreign government has made any determination of the merits of purchasing the
      Restricted Shares.

    


    l. No
      registration.
      The
      Subscriber understands and has been advised that (i) the Restricted Shares
      offered have not been registered under the Securities Act of 1933 (the
A1933
      Act@),
      or any
      applicable state securities laws, and that the Subscriber must bear the economic
      risk of the investment for an indefinite period of time because the Restricted
      Shares cannot be sold unless they are registered under the 1933 Act or
      applicable state securities laws or exemptions from them are available; (ii)
      the
      Company is not obligated to file a registration statement under the 1933 Act
      or
      take any action that will make the Restricted Shares available for resale with
      registration or pursuant to an exemption; and (iii) Rule 144, adopted under
      the
      1933 Act governing the possible disposition of the Restricted Shares, is
      applicable to the Restricted Shares, but may not be available for the resale
      of
      the Restricted Shares. The Subscriber agrees not to resell the Restricted Shares
      without registration under the 1933 Act and the applicable state securities
      laws
      unless in an exempt transaction as set forth in Regulation D, Rule 144 or any
      other federal securities act.


    m. Transferability.
      The
      Subscriber understands and acknowledges that (i) there are substantial
      restrictions on transferability on the Restricted Shares; and (ii) the
      Restricted Shares will not, and the shareholders in the Company have no rights
      to require that the Restricted Shares, be registered under the 1933 Act or
      any
      state securities laws. The Subscriber will not sell, hypothecate or otherwise
      transfer the Restricted Shares, except in accordance with this agreement and
      unless the Restricted Shares are registered under the 1933 Act and qualified
      under applicable state securities laws, or unless, in the opinion of counsel
      for
      the Company, an exemption from the registration requirements of the 1933 Act
      and
      such laws is available.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  Rock
                    City Energy Corp.

                	
                  Subscription
                    Agreement

                	
                  Page 4
                    of  4

                


        

      

       

      n. Speculative
        nature of investment.
        The
        Subscriber acknowledges and understands that (i) the purchase of the Restricted
        Shares is a highly speculative investment and involves a high degree of risk;
        (ii) the Company may need additional financing in the future; (iii) the Company
        makes no assurance whatever concerning the present or prospective value of
        the
        Restricted Shares; (iv) the Company does not intend to pay dividends on the
        Restricted Shares in the future; (v) no United States federal or state agency
        or
        foreign government has passed upon or recommended or endorsed the Company,
        this
        transaction or the purchase of the Restricted Shares; (vi) this transaction
        and
        the material provided to the Subscriber have not been reviewed by the United
        States Securities and Exchange Commission or by any state=s
        or
        foreign government=s
        securities authorities; and (vii) there is no market for the Restricted Shares
        and none may be developed, and as a result it may not be possible for the
        Subscriber to readily liquidate its investment in the Company whenever
        desired.

    

    


    o. Entity
      Investors.
      The
      person signing on behalf of the Subscriber represents and warrants that (i)
      such
      partnership, corporation, trust, or other entity is an existing entity and
      has
      not been organized for the purpose of making this investment; (ii) the
      undersigned has the authority to sign this agreement, and any other documents
      in
      connection with an investment in the Restricted Shares, on the
      Subscriber=s
      behalf;
      (iii) the Subscriber has the power, right, and authority to invest in the
      Restricted Shares and enter into the transactions contemplated thereby; and
      (iv)
      all documents signed by the Subscriber in connection with the Company are valid
      and binding documents or agreements on the Subscriber enforceable in accordance
      with their terms.

    


    3. Representations
      of the Company

    


    The
      Company represents and warrants to the Subscriber as follows and acknowledge
      that the Subscriber is relying upon such representations and warranties in
      connection with the subscription for the Restricted Shares and that the
      Subscriber would not have entered into this Agreement without such
      representations and warranties:

    


    a. Corporate
      Organization and Standing.
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of Nevada. The Company has the requisite corporate
      power to carry on its business as presently conducted, and as proposed or
      contemplated to be conducted in the future, and to enter into and carry out
      the
      provisions of this agreement and the transactions contemplated in this
      agreement.

    


    b. Authorization.
      All
      corporate action on the part of the Company, its directors, and shareholders
      necessary for the authorization, signing, delivery and performance of this
      agreement by the Company and the performance of all of the Company=s
      obligations under this agreement have been taken. This agreement, when accepted,
      signed and delivered by the Company, will constitute a valid and binding
      obligation of the Company, enforceable in accordance with its terms, except
      as
      may be limited by principles of public policy, and subject to laws of general
      application relating to bankruptcy, insolvency, and the relief of debtors and
      rules governing specific performance, injunctive relief and other equitable
      remedies. The Restricted Shares, when issued in compliance with the provisions
      of this agreement, will be validly issued, fully paid, and non-assessable and
      will be Arestricted
      securities@
      as that
      term is defined under Rule 144 of the Securities Act of 1933. The Restricted
      Shares may not be sold without being first registered or an exemption from
      registration is available.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  Rock
                    City Energy Corp.

                	
                  Subscription
                    Agreement

                	
                  Page 5
                    of  5

                


        

      

       

    

    4.Indemnification

    


    The
      Subscriber will indemnify the Company and any person participating in the
      offering and will hold them harmless from and grants them a right of set-off
      against any liability, damages, costs or expenses (including, but not limited
      to, reasonable attorney=s
      fees),
      including any amount paid in settlement whether or not a suit is commenced,
      incurred on account of any inaccuracy in the Subscriber=s
      declarations, representations and warranties made in this agreement or the
      Subscription Documents signed and delivered by the Subscriber in connection
      with
      this Subscription (the ADamages@).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  Rock
                    City Energy Corp.

                	
                  Subscription
                    Agreement

                	
                  Page 6
                    of  6

                


        

      

       

    

    5. Set-off

    


    Notwithstanding
      the provisions in paragraph 4 or the enforceability of them, the Subscriber
      grants the Company the right to set off against any amounts payable by the
      Company to the Subscriber for whatever reason, before any Damages incurred
      on
      account of or arising out of any of the items referred to in paragraph
      4.

    


    6. Restrictive
      Legends

    


    The
      Subscriber acknowledges and understands that each certificate evidencing the
      Restricted Shares and any other securities issued on any stock split, stock
      dividend, recapitalization, merger, consolidation, or similar event (unless
      no
      longer required in an opinion of the counsel for the Company) will be imprinted
      with legends substantially in the following form:

    
AThe
      securities represented by this instrument to which this agreement relates have
      not been registered under the Securities Act of 1933 (the
A1933
      Act@),
      or
      under any state securities laws (ABlue
      Sky
      Laws@),
      and
      may not be offered or sold without registration under the 1933 Act, and as
      required by Blue Sky Laws in effect as to such transfer, unless an exemption
      from such registration under state and federal law is
      available.@

    


    The
      Company will be entitled to enter stop transfer notices on its transfer books
      with respect to the Restricted Shares.

    


    
      
        7.
          Miscellaneous

      

    

    


    
      	 	
              a.

            	
              Entire
                Agreement.
                This agreement and the Subscription Documents represent the entire
                agreement between the Company and the Subscriber and supersedes all
                prior
                agreements, understandings or conversations with respect to any
                transactions of the type contemplated by this
                agreement.

            


    

    


    
      	 	
              b.

            	
              Notice.
                Any notice that must be given or delivered under this agreement must
                be in
                writing and delivered by hand to the address or transmitted by fax
                to the
                fax number given for the party and is deemed to have been received
                when it
                is delivered by hand or transmitted by fax unless the delivery or
                transmission is made after 4:00 p.m.(PST) or on a non-business day
                where
                it is received, in which case it is deemed to have been delivered
                or
                transmitted on the next business day. Any payments of money must
                be
                delivered by hand or wired as instructed in writing by the receiving
                party. Any delivery other than a written notice or money must be
                made by
                hand at the receiving party=s
                address.

            


    

    


    
      	 	
              c.

            	
              Waiver
                and Amendment.
                Notwithstanding any of the representations, warranties, acknowledgments
                or
                agreements made by the Subscriber in this agreement, the Subscriber
                does
                not waive any rights granted to the Subscriber under federal or state
                securities laws. Any right granted to either the Subscriber or the
                Company
                under this agreement may be waived only in writing signed by both
                parties.
                No delay in our exercising any right granted under this agreement
                operates
                as a waiver of the right, and no partial exercise of any right precludes
                our exercising that right or any other right in the future. Any amendment
                of this agreement must be written and signed by the Company and the
                Subscriber.

            


    

    


    
      	 	
              d.

            	
              Assignment.
                The Subscriber may not assign or transfer this
                agreement.

            


    

    


    
      	 	
              e.

            	
              No
                Shareholder Rights.
                This agreement does not entitle the Subscriber to any rights as a
                shareholder of the Company until the Restricted Shares are registered
                in
                the name of the Subscriber.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	
                Rock
                  City Energy Corp.

              	
                Subscription
                  Agreement

              	
                Page 7
                  of  7

              


      

    

     

    
      	 	
              f.

            	
              Governing
                Law and Jurisdiction.
                This agreement is governed by, and construed in accordance with,
                the laws
                of the State of Nevada, except for matters arising under the 1933
                Act or
                the Securities Exchange Act of 1934 which matters must be construed
                and
                interpreted in accordance with those laws. The parties irrevocably
                and
                unconditionally consent to submit to the exclusive jurisdiction of
                the
                courts of the State of Nevada and of the United States of America
                located
                in Nevada (the ANevada
                Courts@)
                for any litigation arising out of or relating to this agreement and
                the
                transactions contemplated hereby, consent to waive any objection
                to the
                laying of venue of any such litigation in the Nevada Courts, and
                agree not
                to plead or claim in any Nevada Court that such litigation brought
                therein
                has been brought in an inconvenient forum; provided that any judgment
                obtained in any such litigation may be enforced in any court having
                jurisdiction over a party or its
                assets.

            


    

     

    THIS
      SPACE INTENTIONALLY BLANK

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  Rock
                    City Energy Corp.

                	
                  Subscription
                    Agreement

                	
                  Page 8
                    of  8

                


        

      

       

    

    SIGNATURE
      PAGE

    


    This
      page
      is attached to the Subscription Agreement between Rock City Energy Corp. and
      the
      Subscriber and is signed by the Subscriber as of the date given. The undersigned
      Subscriber, by signing and delivering this page, intends to be legally bound
      by
      the terms of the agreement.

     

    Date:
      March
      7, 2007


    


    Subscriber


    


    Brek
      Energy Corporation 

    
      

    

    Name
      of
      Subscriber

     

    Authorized
      Signatory

    


    


    Richard
      N. Jeffs, President 

    
      

    

    Name
      and
      Title of Authorized Signatory


    


    3388
      Via
      Lido, Fourth Floor

    Newport
      Beach CA 92663 

    
      
 Address
      of Subscriber

     

    Subscriber=s
      tax
      I.D.


    


    4,000,000 

    
      

    

    Number
      of
      Restricted Shares


    


    $600,000 

    
      

    

    Total
      Subscription Amount

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  Rock
                    City Energy Corp.

                	
                  Subscription
                    Agreement

                	
                  Page 9
                    of  9

                


        

      

       

    

    ACCEPTANCE
      and RECEIPT


    


    Rock
      City
      Energy Corp. accepts this subscription and acknowledges receipt of the
      Subscription Agreement set forth above and acknowledges receipt of $600,000
      from
Brek
      Energy Corporation
      this
7th
      day of March, 2007.

    


    Rock
      City Energy Corp.

    


    Per:

     

    
      

    

    Richard
      N. Jeffs, President