Attached files

                                                                   Exhibit 10.03

                             SUBSCRIPTION AGREEMENT
                                       FOR
                              BROWNING #2 WELL/UNIT
                            (MONTAGUE COUNTY, TEXAS)

Topaz Resources, Inc.
1012 N. Masch Branch Road
Denton, Texas 76207

ATTN: Mr. Edward J. Munden, Chief Executive Officer

Dark Horse Operating Co., L.L.C.
P.O. Box 2184
Denton, Texas 76202-2184

ATTN: Mr. Robert P. Lindsay and Mr. S. Rand Stinnett, Managers

     RE:  Oil,  Gas and Mineral  Lease,  dated July 15, 2005,  between  Browning
          Children's  Management  Trust,  Lessor,  and Dark Horse Operating Co.,
          L.L.C. ("DHOPCO"), Lessee, a memorandum of which is recorded in Volume
          355, Page 507, Real Records of Montague  County,  Texas (the "Lease"),
          covering  Lessor's  right  title  and  interest  in and  to a  certain
          1,187.75  acre,  consisting  of  five  (5)  distinct  tracts,  as more
          completely  described  therein  (as  amended);  Purchase  and  Sale of
          Working  Interest(s) in Browning #2 well/unit (API  #42-337-34339)  on
          non-communitized  Tract Three  thereof  (Elias  Spray  Survey,  A-672,
          Montague County, Texas)

Gentlemen:

     The undersigned  subscriber or purchaser (the "WI  Purchaser")  understands
that there is being  offered for sale to WI Purchaser  an aggregate  twenty five
percent (25.0%) working  interest,  consisting of an eighteen and three quarters
percent  (18.75%)  attributable  net revenue  interest,  in the  above-described
Browning #2 well (API #42-337-34339) in the Elias Spray Survey,  A-672, Montague
County, Texas (and the  "to-be-established"  included and surrounding forty (40)
acre oil,  gas and mineral  leasehold  estate)(such  well and 40 acre unit being
referred to hereinafter as the "WELL"). Topaz Resources,  Inc. ("Topaz"), as the
current  option holder and financier of the  effective  working  interest in the
WELL, and Dark Horse  Operating Co., L.L.C.  ("DHOPCO"),  as the operator of the
well and  record  title  owner  of the  WELL,  are  desirous  of WI  Purchaser's
financial  participation  in the WELL, on a promoted basis  consistent with this
Subscription  Agreement  (this  "Agreement").  In  consideration  of the  mutual
promises  contained herein and the  performance(s)  and payment(s)  described in
this Agreement, the receipt and sufficiency of which are hereby acknowledged, WI
Purchaser, TOPAZ and DHOPCO agree as follows:

                                  Page 1 of 11

     1. DISCLOSURES/BACKGROUND;  WELL STATUS. DHOPCO is the current record owner
(subject to TOPAZ's  option to acquire  the  working  interest in the WELL) of a
97.218% working interest (and an attributable  72.1935% net revenue interest) in
and to Tract Three of the  above-referenced  Browning lease (with 13.91 acres of
the subject 500 acres,  more or less, being subject to a third party lease).  As
part of an express  post-primary term continuous  development  program under the
written  Browning  lease,  DHOPCO,  using  funding  from TOPAZ,  has  heretofore
drilled,  logged  and set  production  casing  on the WELL  (and has  heretofore
provided WI Purchaser with copies of relevant logs, show sheets,  daily drilling
reports  and  other  WELL-related  materials  generated  and  derived  from such
processes).  TOPAZ, as an emerging public company, is in the early stages of its
initial capital  raising  efforts and is desirous of WI Purchaser's  joinder and
participation  in the WELL  hereunder.  Subject to  evaluation  and  engineering
analysis,  DHOPCO and TOPAZ are weighing the merits of a completion(s)  strategy
involving one or more  identified  formations or zones,  being the Marble Falls,
Conglomerate(s) and Barnett Shale,  generally targeting such completion (without
obligation) in the next sixty (60) days.

     2. WORKING INTEREST OFFERING.WI Purchaser, subject to the acceptance of the
Subscription  hereunder,  agrees to purchase a working interest in the WELL from
DHOPCO/TOPAZ as follows:

     (a) WI Purchaser  will purchase  from DHOPCO and TOPAZ an undivided  25.00%
working interest in the WELL, subject to the equivalent or proportionate promote
or carrying  obligation of one eighth (12.50%) of the working  interest  through
the tanks/sales line (such  percentages  being  incorporated into WI Purchaser's
cost obligations set forth in (b) below);

     (b) WI  Purchaser  shall pay  28.125% of the costs of the WELL  through the
tanks/sales  line,  as  promulgated  and  established  by DHOPCO and TOPAZ,  and
otherwise receive an attributable net revenue from the sales or production equal
to 18.750% of eight  eighths  (effectively  carrying  DHOPCO/TOPAZ  for a 3.125%
working  interest  (with an  attributable  2.34375% net revenue  interest in the
WELL),  subject to the terms and  conditions  of this  Agreement.  Following the
carrying   circumstances   hereunder,   WI  Purchaser's  working  interest  cost
obligation  will be  reduced  from  28.125% to 25.00%,  in  conformity  with the
pending JOA (as defined below).

     (c) WI Purchaser understands that the offering price of the subject working
interest is based upon  DHOPCO's  actual/near  actual and  estimated  costs (and
vendor invoices  received for) of services and supplies  incurred.  WI Purchaser
acknowledges  its prior receipt of an Authorization  for Expenditure  ("AFE") on
the WELL from DHOPCO. Monies paid and advanced by WI Purchaser shall be advanced
and applied to the subject working  interest  obligation(s) of WI Purchaser (and
the incorporated carrying obligation).

     (d) Within forty five (45) business days of the execution of this Agreement
(if not sooner),  DHOPCO shall assemble and deliver unto WI Purchaser an updated

                                 Page 2 of 11

AFE,  reflective of leasehold  acreage costs, JOA supervision  expenses,  actual
expenditures  on the WELL  (and  engineering  evaluations  thereof)  to date and
updated costs for the  completion of the WELL,  based upon the targeted  initial
completion  zone or formation.  In the event DHOPCO and TOPAZ,  in  consultation
with WI Purchaser have not finalized or identified the initial  completion  zone
or formation,  such updated AFE(s) may be reflective of  alternative  completion
costs

     3. PAYMENT OF WORKING INTEREST PRICE(S).  Upon the submission and execution
of this Agreement,  WI Purchaser shall deliver to TOPAZ, in a manner  consistent
with  Paragraph  4(b) below,  the sum of ONE HUNDRED  SIXTY ONE  THOUSAND  SEVEN
HUNDRED  TWENTY  FIVE  AND  NO/100  U.S.  DOLLARS   ($161,725.00)(the   "Initial
Payment"),  to be  applied  to WI  Purchaser's  working  interest  obligation(s)
hereunder.  Thereafter,  as part of a good faith  accommodation  of the  parties
hereto with respect to WI Purchaser's  financial  endeavors,  WI Purchaser shall
deliver  unto TOPAZ the greater of (a) ONE HUNDRED  NINETY  FIVE  THOUSAND  FIVE
HUNDRED AND NO/100 U.S.  DOLLARS  ($195,500.00),  or (b) WI  Purchaser's  unpaid
balance reflected in the most-currently tendered AFE from DHOPCO (the "Secondary
Payment",  whether one or more). Such Secondary Payment shall be due and payable
on or before the third  business  day  following  WI  Purchaser's  receipt  from
DHOPCO/TOPAZ  of the  draft/proposed  documentation  cited and  contemplated  in
Paragraph 4 (d),  (e), (f) and (g) below.  Notwithstanding  the  foregoing,  the
parties  may elect to conduct a closing of such  additional  documents  (and the
payment of the  Secondary  Payment),  it being the intent of the parties that WI
Purchaser shall not receive a recordable assignment of a working interest in the
WELL  unless  and  until  the  required  payments/advancements  are  made  by WI
Purchaser.

     4.  SUBSCRIPTION;  ADDITIONAL  DOCUMENTS.WI  Purchaser  hereby  irrevocably
subscribes to purchase the subject twenty five percent (25.00%) of the aggregate
working  interest  in the WELL,  pursuant  to and upon the terms and  conditions
herein set forth.  Accordingly,  the WI  Purchaser,  upon its entry into and the
execution of this Agreement, hereby tenders the following:

     (a) Two (2) executed counterparts of this Agreement, with pages initialed;

     (b) An advancement in the form of either a check,  cashier's check or money
order, payable to the order of "TOPAZ RESOURCES,  INC.", or a bank wire transfer
to TOPAZ's account as directed in writing by TOPAZ, in the amount of the Initial
Payment,  to be applied by TOPAZ for the  benefit  of WI  Purchaser  in a manner
consistent with Paragraph 3 above; and

     (c) Such other executed and completed instruments (if any) as described and
as  may  be  reasonably  required  in  written  correspondence  presented  to WI
Purchaser,  directly  or  indirectly,  by  DHOPCO  and/or  TOPAZ  as part of the
purchase hereunder.

     On or before the earlier of (i) the sixtieth  (60th) calendar day following
the  execution  of this  Agreement,  or (ii)  within  ten (10) days of  DHOPCO's
scheduling of the  fracing/completion of the WELL, TOPAZ and DHOPCO shall tender

                                  Page 3 of 11

to WI Purchaser the following for execution by WI Purchaser:

     (d) One (1)  written  Joint  Operating  Agreement  (the  "JOA"),  to govern
operations on the WELL,  utilizing a modified and  supplemented  AAPL Model Form
Operating  Agreement with included  Accounting COPAS attachment,  such JOA to be
consistent with DHOPCO's prior operations in and around Montague County, Texas;

     (e) One (1) executed and acknowledged Memorandum of Operating Agreement and
Financing Statement;

     (f) One (1)  proposed  Assignment  of Oil,  Gas and  Mineral  Lease  (to WI
Purchaser);

     (g) If necessary,  an updated AFE, reflective of the then-existing  pricing
involved in the activities described therein; and

     (h) Such other and  additional  documents  which the parties may  otherwise
deem  necessary and  appropriate  to effectuate  the terms of this Agreement and
facilitate the completion and production of the WELL.

     5. ACCEPTANCE OF SUBSCRIPTION.  WI Purchaser agrees that this  subscription
(the  "Subscription")  is irrevocable and is subject to acceptance by DHOPCO and
TOPAZ,  in their sole  discretion.  If not  accepted  by DHOPCO  and TOPAZ,  all
instruments tendered herewith shall be promptly returned,  along with any monies
paid  by  WI  Purchaser.  WI  Purchaser  understands  that  acceptance  of  this
Subscription  shall be signified by executing  this  Subscription  Agreement and
causing an executed copy hereof to be returned to the WI  Purchaser.  DHOPCO and
TOPAZ have no  obligation  to accept  this  Subscription  in its  entirety or to
accept any third party  Subscriptions  (if any) in the order received.  Further,
DHOPCO and TOPAZ may accept a Subscription hereunder notwithstanding an eventual
sale of all of the working interest  offered to WI Purchaser or others.  As soon
as practical  following a closing hereunder,  WI Purchaser will receive executed
counterparts and/or copies of executed closing documentation hereunder.

     6.  ACCREDITED  INVESTOR.  WI Purchaser  represents  that it constitutes an
"accredited  investor"  as  such  term  is  defined  in  Regulation  D,  Section
230.50(a),  of the Regulations issued by the Securities and Exchange  Commission
under the Securities  Act of 1933 (and the similar  provisions of the securities
laws of the State of Texas).  In  particular,  as WI  Purchaser is not a natural
person,  WI  Purchaser  is either an  "accredited  investor"  under the specific
definitions  in  Regulation D or is an entity in which all the equity owners are
within such definitions (in terms of minimum income(s) or net worth(s)) and such
entity  was  not  formed  for  the   specific   purpose  of   engaging  in  this
purchase/Subscription.

                                  Page 4 of 11

     7.  REPRESENTATIONS  AND  WARRANTIES OF WI PURCHASER.  WI Purchaser  hereby
represents,  covenants  and  warrants  to DHOPCO  and any other  purchaser  of a
working interest in the subject well/unit, as follows:

     (a) If necessary or appropriate, WI Purchaser has engaged independent legal
counsel,  accountants or other qualified professional advisors (individually and
collectively  the  "Advisors")  who have acted as  requested  by WI Purchaser to
evaluate the merits of a working interest purchase and the suitability of such a
purchase for WI Purchaser;

     (b)  WI  Purchaser  (either  alone  or  together  with  any  Advisors,   if
applicable) has such knowledge and experience in financial and business  matters
as to be capable of evaluating the merits and risks associated with the purchase
of a working interest in the WELL; WI Purchaser  recognizes that its purchase of
a working interest  hereunder involves a high degree of risk which may result in
the loss or the total amount of WI Purchaser's payment hereunder (and additional
well costs attributable to such well);

     (c) WI  Purchaser  is aware that it must bear the  economic  risk of an oil
and/or gas well working  interest for an  indefinite  period of time because the
working  interest  offering has not been registered  under the Securities Act of
1933 (the "1933 Act"),  the Texas  Securities  Act or the  securities act of any
other  state and,  therefore,  subsequent  sales may or may not  require  such a
registration (or an exception from  registration)  (and DHOPCO and/or TOPAZ have
no plans or obligations to undertake such a registration);

     (d) WI Purchaser  represents  that (i) it has been called to WI Purchaser's
attention by DHOPCO or TOPAZ and any Advisors that the subject working  interest
may or may not yield any  production  sales  proceeds or monies above and beyond
the costs  incurred,  that the well may  ultimately  be a "dry  hole"  following
completion/fracing and that the costs of water disposal and other well costs may
require additional capital expenditure(s),  beyond original estimates in the AFE
for drilling,  completion and/or operations;  and (ii) no assurances are or have
been  made  regarding  any  economic  or tax  advantages  which may inure to the
benefit of WI Purchaser;

     (e) WI Purchaser  has not received nor relied upon any  representations  or
warranties of DHOPCO or TOPAZ beyond the scope of the written materials provided
and generated by DHOPCO and/or TOPAZ; in particular, WI Purchaser,  either alone
or in conjunction with Advisors,  has made such inquiries and  investigations as
were deemed  necessary or appropriate in order to determine that a purchase of a
working  interest  in the  WELL is a  suitable  and  prudent  investment  for WI
Purchaser, who accepts full responsibility for the adequacy, scope and diligence
of such inquiries and investigations;

     (f) WI Purchaser has read and analyzed the materials provided by DHOPCO and
TOPAZ, this Agreement and other relevant materials  contained  therein,  and has
been given access, if requested,  to all underlying documents in connection with
this  transaction,  as well as such  other  information  as WI  Purchaser  deems
necessary or appropriate in evaluating this  Subscription  (with all such desire
for additional  information or access being satisfied);  WI Purchaser has had an
opportunity  to receive and review all documents and materials that WI Purchaser

                                  Page 5 of 11

deems and considers relevant to the purchase of a working interest hereunder and
to ask questions of, and receive  satisfactory answers from, DHOPCO and/or TOPAZ
concerning  the terms and  conditions of this  offering (and all such  questions
have been answered to the full satisfaction of WI Purchaser);

     (g) WI Purchaser's principals/officers or directors are at least twenty one
(21) years of age,  citizens  of the United  States and  residents  of the state
identified in WI  Purchaser's  address below,  and have no present  intention of
becoming a resident of any other state or jurisdiction. Further, WI Purchaser is
duly  qualified  to  transact  business in the State of Texas or, if required by
Texas law to become so  qualified  to acquire  and own an  interest in the WELL,
that WI Purchaser will diligently act to effectuate such qualification;

     (h) WI Purchaser's  funds tendered herewith do not represent funds borrowed
from any person or lending  institution  except to the extent that WI  Purchaser
has a source of  repaying  such funds  other  than from the sale or the  subject
working interest;  further, WI Purchaser has not created or  promised/contracted
to create any lien,  encumbrance  or  security  interest  in and to the  subject
working  interest  and/or  related  equipment  which  would  be  superior  to or
otherwise  prior to the  operator's  lien  manifested  in the JOA and the  other
closing documents hereunder.

     (i) All  information  provided  to  DHOPCO  and  TOPAZ by WI  Purchaser  in
connection with the  determination  whether to accept this subscription is true,
correct  and  complete  as of the date that this  Agreement  is  signed,  and WI
Purchaser will not take any action(s) nor permit any action(s) to be taken which
would cause the information provided by WI Purchaser to no longer be true in any
material  respect.  WI Purchaser  further  covenants  and agrees to  immediately
notify DHOPCO and TOPAZ as to any material change in such information;

     (j)  If  this   Agreement   is  executed  by  an   attorney-in-fact,   such
attorney-in-fact  has all right and authority in the stated  capacity to execute
and deliver this Agreement and/or related documents; and

     (k) If the  Subscription  is  being  made  by a  corporation,  partnership,
limited liability company,  trust or estate or if this Subscription Agreement is
executed by an officer, representative, agent or attorney-in-fact,  WI Purchaser
will, upon request, provide DHOPCO and TOPAZ with a true and correct copy of the
articles    of     incorporation    or     organization,     bylaws,     company
agreement/regulations,  partnership agreement, instrument creating a trust, will
and letters  testamentary or power of attorney (or any other related documents),
as the case may be,  establishing  such entity and the  authority  to enter into
this Agreement.

     8.  UNDERSTANDING  OF  SECURITIES  LAW  RESTRICTIONS.  WI Purchaser  hereby
confirms to DHOPCO and TOPAZ (and the balance of the working interest owners, if
different) WI Purchaser's understanding that:

                                  Page 6 of 11

     (a) The working  interests  and/or the  offering  have not been  registered
under  the 1933 Act,  on the  basis  that  such  offering/sale  is  exempt  from
registration  under  Section 3(b) and/or  Section  4(2) of the 1933 Act,  and/or
Regulation D promulgated thereunder;

     (b)  DHOPCO,  TOPAZ  and  involved  parties  are  relying  on the truth and
accuracy of the  representations,  declarations and warranties made herein by WI
Purchaser in offering the subject  working  interest(s) for sale to WI Purchaser
and in relying upon applicable exemptions available under the 1933 Act; and

     (c) DHOPCO  and/or  TOPAZ  is/are under no  obligation  to register,  or to
perfect any exemption for resale of, the working  interest(s) under the 1933 Act
or Texas Securities Act or the securities laws of any other state.

     9. INDEMNIFICATION. WI Purchaser agrees to indemnify and hold harmless from
and against any and all losses, claims , damage, expense or liability (including
attorney's  fees) to or  against  DHOPCO and TOPAZ,  their  officers,  managers,
members,   directors   and   affiliates,   due   to  or   arising   out  of  any
misrepresentations  or breach by WI Purchaser of any warranty  contained herein.
Notwithstanding   the   foregoing,   however,   no   representation,   warranty,
acknowledgment  or agreement made herein by WI Purchaser  shall in any manner be
deemed to  constitute  a waiver of any  rights  granted  to WI  Purchaser  under
federal or state securities laws.

     10. ADDITIONAL WORKING INTEREST OPTION.As part and parcel to this Agreement
for a working  interest in the WELL (and subject to final  acceptance  hereof by
DHOPCO),  WI Purchaser shall have the right,  without  obligation,  to secure or
purchase  from DHOPCO and/or TOPAZ an  equivalent  working  interest in the next
additional well or developed unit of the aggregate  Browning lease, if any, upon
such terms  (including  a  promotional  consideration(s)  in favor of DHOPCO and
TOPAZ) and  conditions  as DHOPCO and TOPAZ may  otherwise  promulgate  for such
participation/purchase  by  third  parties  (in no  event  to be less  than  the
parameters   for   the   purchase   hereunder   and  the   associated   carrying
obligation/burden). Such option to purchase shall be subject to exercise by full
written  acceptance  or rejection  within five (5) business  days of DHOPCO's or
TOPAZ's  presentment (if at all) of any proposed terms and conditions for such a
transaction(s).

     11.  PREMISE  OF  OFFERING.  Notwithstanding  anything  contained  in  this
Agreement  to the  contrary,  WI  Purchaser  acknowledges  and  understands  the
following:

     (a) DHOPCO  and/or TOPAZ are not  assembling  a formal  package of offering
materials (i.e. a private placement memorandum) for the subject offering

     (b) WI Purchaser  acknowledges  and understands  that its pricing for entry
into the working  interest of the WELL  hereunder is on a "promoted"  basis (not
actual  cost) for the "after the fact" entry into the working  interest  process
for this WELL,  with  DHOPCO  having  already  assumed  the  drilling  and early

                                  Page 7 of 11

completion  risks and  other  associated  risks  involved  with a new  well.  WI
Purchaser further  acknowledges  that DHOPCO's and TOPAZ's  willingness to price
the working  interest(s)  offered  hereunder on the pricing  basis  suggested is
reflective  of DHOPCO's  desire to involve WI  Purchaser  in the WELL for mutual
benefit and not its/their views on the merits or upside of productivity (or lack
thereof) of the subject WELL. WI Purchaser further acknowledges that "time if of
the essence" in the conclusion of the transaction(s) contemplated herein.

     (c) WI Purchaser  further  acknowledges  that DHOPCO  and/or TOPAZ have not
contracted  nor  offered  any  facilitator  or  introducing  party  a  financial
incentive,  inducement,  commission,  finder's fee or any interest in production
from the  subject  WELL for  their  role (if any) in  introducing  this  working
interest offering to WI Purchaser. WI Purchaser further acknowledges that it has
not entered into any "side agreement" or understanding,  verbally or in writing,
with a DHOPCO or TOPAZ principal,  officer or  representative  for any direct or
indirect  compensation  or  participation  in the WELL as part and parcel to the
transaction(s) contemplated by this Agreement.

     12. RIGHT OF FIRST  REFUSAL;  DRAG ALONG - TAG ALONG.  For purposes of this
provision,  a "Transfer" means to sell,  assign,  lease or otherwise transfer to
any person or entity.  Commencing  with the execution date hereof and continuing
thereafter  for a period of one (1) year,  WI  Purchaser  shall not Transfer its
interest(s)  in the WELL unless WI Purchaser  shall first have offered such WELL
interest(s)  subject to the proposed  Transfer to DHOPCO and TOPAZ upon the same
terms and  conditions.  If WI Purchaser  desires to  effectuate  such a Transfer
pursuant to a bona fide written offer, WI Purchaser shall provide written notice
to DHOPCO and TOPAZ of the same,  including  a copy of the  written  third party
offer.  In no event shall any such  Transfer  fail to afford  DHOPCO and TOPAZ a
minimum  of ten (10)  business  days to  effectively  respond  (by a closing  or
otherwise)  in good  faith.  Such  right in  favor of  DHOPCO  and  TOPAZ  shall
supersede  any drag  along/tag  along rights  afforded in Paragraph  12(a) below
during the period of such right established herein.

     (a) If either  DHOPCO or TOPAZ or WI  Purchaser  receive a bona fide offer,
from any person who is not an  affiliate  and has no  familial  relationship  by
blood or marriage or any other direct or indirect  affiliation,  either  through
ownership entities or otherwise (other than public  companies),  to purchase all
or a portion of such party's  interest in the WELL,  the parties hereto agree to
(i) notify the other  parties of the  substance  and detail of such third  party
offer,  and (ii) make best  efforts to  facilitate  the  inclusion  of the other
parties  within  such  sale  upon the same or  similar  terms.  In the case of a
non-operating,  minority  working  interest  owner  holding 25.0% or less of the
subject  working  interest  in the WELL,  such  party(s)  agrees to a drag along
obligation  to sell if and only if such  party(s)  either  fails and  refuses to
match such third party offer or is the  inclusion of their  interest(s)  in such
sale is mandatory for the conclusion thereof.

                                 Page 8 of 11

     13.  MISCELLANEOUS.  WI Purchaser hereby acknowledges and agrees that it is
not entitled to cancel,  terminate or revoke this Agreement or any agreements of
WI Purchaser hereunder, and that such Agreement and agreements shall survive (i)
changes in the  transactions,  documents and instruments  described herein which
are not material,  and (ii) the death or  disability of WI Purchaser;  provided,
however,  that if DHOPCO or TOPAZ shall have rejected this entire  Subscription,
this Subscription and all agreements of WI Purchaser herein shall  automatically
be cancelled.  All notices or other communications given or made hereunder shall
be in writing and shall be delivered or mailed (by either first class U.S. Mail,
postage  pre-paid,  or by  facsimile  or  e-mail)  to the  subject  party at the
respective  address(es) set forth below.  This Agreement will be governed by and
construed  in  accordance  with the laws of the  State  of Texas  and is  wholly
performable in Denton County,  Texas.  WI Purchaser will notify DHOPCO and TOPAZ
immediately of any material change(s) in the information  provided herein.  This
Agreement  contains  the entire  agreement  of the parties  with  respect to the
subject  matter  hereof,  cumulative  of any and all  prior  discussions  and/or
agreement(s),  and may not be modified or amended  without a written  instrument
being  executing by all parties to such effect.  A facsimile  signature shall be
deemed effective for all purposes, the same as any original.

     IN WITNESS WHEREOF,  WI Purchaser has executed this Subscription  Agreement
on this ____________ day of ___________________, 2010.

                                 WI Purchaser:

                                 RMJ, INC., a ___________ corporation


                                 By:
                                     -------------------------------------------
                                 Printed Name:
                                              ----------------------------------
                                 Title:
                                       -----------------------------------------
                                 Address:
                                         ---------------------------------------

                                         ---------------------------------------
                                 E-mail address:
                                                --------------------------------
                                 Phone Number:
                                              ----------------------------------
                                 Fax Number:
                                            ------------------------------------
                                 EIN:
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--------------------------------------------
Witness
Printed Name:
             -------------------------------

                                  Page 9 of 11

                                      JURAT

STATE OF _______________                *
COUNTY OF ______________                *

     SUBSCRIBED   AND  SWORN  TO  before  me  by  the  foregoing  WI  Purchaser,
___________________________________________,  the _____________ of RMJ, Inc., on
this ___ day of ____________, 2010.


                                        ----------------------------------------
                                        Notary Public, State of
                                                                ----------------
                                        Printed Name:
                                                     ---------------------------

                                 ACKNOWLEDGMENT
                          (FOR RMJ, INC. SUBSCRIPTION)

STATE OF ________________                 *
COUNTY OF _______________                 *

     This  instrument  was  acknowledged  before  me on  this  ________  day  of
______________,   2010,   by   ________________________________________________,
____________________ of RMJ, Inc., a  ______________________________,  on behalf
of said corporation and in the capacity stated.


                                        ----------------------------------------
                                        Notary Public, State of
                                                                ----------------
                                        Printed Name:
                                                     ---------------------------

WHEN FULLY EXECUTED, RETURN TO:

Dark Horse Operating Co., L.L.C.
Mailing Address: P.O. Box 2184, Denton, TX 76202-2184;
Physical Address: 1012 N. Masch Branch Road, Denton, TX 76207
Phone: 940-243-3038; Facsimile: 940-243-8643
E-mail: lindsayroberttx@msn.com and rstinnett@usa.net

                                  Page 10 of 11

                         ACCEPTANCE BY DHOPCO and TOPAZ

     The  foregoing  subscription  is  accepted/rejected  by DHOPCO and TOPAZ as
follows:

_________         Accepted in full.

_________         Partially accepted to the extent of ___________ working
                  interest (if needed, explain: ________________________________

                  ______________________________________________________________

_________         Rejected in full.


DATE:_______________


                                   Dark Horse Operating Co., L.L.C.,
                                   A Texas limited liability company


                                   By: /s/ S. Rand Stinnett
                                       -----------------------------------------
                                       S. Rand Stinnett, its Manager


                                   By: /s/ Robert P. Lindsay
                                       -----------------------------------------
                                       Robert P. Lindsay, its Manager

                                   Topaz Resources, Inc.,
                                   A Florida corporation


                                   By: /s/ Edward J. Munden
                                       -----------------------------------------
                                       Edward J. Munden, its President


                                    By: /s/ Bill A. Williamson
                                        ----------------------------------------
                                        Bill A. Williamson, its Vice President

                                  Page 11 of 11