Attached files

                                                                   Exhibit 10.05

                             PARTICIPATION AGREEMENT
                             FOR ONE (1) WELL/UNIT;
                               RAMMING #2-T WELL;
                             RAMMING/TOWNSEND LEASE
                             (WICHITA COUNTY, TEXAS)

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

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

     RE:  Oil, Gas and Mineral Lease,  dated/effective October 28, 2010, between
          Stephanie Hair and husband,  Mark Hair, Lessors,  and Topaz Resources,
          Inc.,  Lessee,  a memorandum of which is recorded in Volume 3555, Page
          353,  Official Records of Wichita County,  Texas (the "Ramming OGML"),
          covering  Lessor's right title and interest in and to a certain 543.69
          acres,  as more  completely  described  therein;  Oil, Gas and Mineral
          Lease,  dated/effective  January 10, 2011,  between Jesse Lee Townsend
          a/k/a Jesse L. Townsend and wife, Dolores Marie Townsend,  Lessor, and
          Topaz  Resources,  Inc.,  Lessee, a memorandum of which is recorded in
          Volume 3578, Page 387, Official Records of Wichita County,  Texas (the
          "Townsend OGML"),  covering Lessor's right,  title and interest in and
          to a certain 53.98 acres,  as more completely  described  therein (the
          Ramming OGML and the Townsend OGML are collectively referred to herein
          as the "Lease") ; Purchase and Sale of Working  Interest(s) in one (1)
          well/unit (Ramming #2-T well)

Gentlemen:

     The undersigned  participant or purchaser (the "WI Purchaser")  understands
that there is being  offered for sale to WI Purchaser  an aggregate  twenty five
percent  (25.00%)  working  interest,  consisting of a twenty  percent  (20.00%)
attributable net revenue  interest,  in one (1) vertical well to be located on a
contemplated  five (5) acre unit  within the  confines of the  Townsend  OGML in
Wichita County, Texas (such well, and the associated five (5) acres of leasehold
unit(s) are  referred to  hereinafter  as the  "WELL").  Topaz  Resources,  Inc.
("TOPAZ"),  as the current owner and holder of the effective  aggregate  working
interest in the WELL and in conjunction with its contracted operator, Dark Horse
Operating  Co.,  L.L.C.  ("DHOPCO"),  is  desirous of WI  Purchaser's  financial
participation   in  the  WELL,  on  a  promoted  basis   consistent   with  this
Participation  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 and TOPAZ agree as follows:

                                  Page 1 of 10

     1. DISCLOSURES/BACKGROUND;  WELLS STATUS. TOPAZ has recently purchased 100%
of the working  interest  in  portions/units  of the  Ramming  OGML from a third
party,  involving the  assignment of a prior existing lease and bill of sale for
certain equipment on existing wells. TOPAZ has further directly acquired two (2)
new written  leases from the respective  mineral  owners of the subject  Ramming
OGML tract and the Townsend OGML tract. Based on prior and ongoing evaluation of
the  subject  Lease,  the  logs  and  production  history  of  Lease  wells  and
surrounding/adjacent  production  of third  party  wells,  TOPAZ  has  reason to
believe that the Lease is  prospective  and poised for  additional  drilling and
production efforts involving the undeveloped  portions thereof.  The drilling of
the subject WELL to an  approximate  depth of 1,900 feet (+/-) should  penetrate
the multiple known and  prospective  depths or formations in the vicinity,  with
the  low  pressure  circumstances   accommodating  their  possible  simultaneous
production  (subject to drilling and testing results).  The Townsend OGML, whose
terms are virtually  identical to the terms of the Ramming OGML,  provides for a
minimum  developmental  commitment of one (1) new well per year and the drilling
of the WELL shall extend the primary term of the Townsend OGML accordingly.  The
targeted  location of the WELL on the Townsend OGML  (subject to permitting  and
surveying) is derived from and based upon TOPAZ's  evaluations,  recommendations
from contract engineering personnel, known and available data, etc. The Lease is
situated  in  and  amongst  a  multitude  of  similar   shallow  wells  and  has
demonstrated a history of successful development.

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

     (a) WI Purchaser will purchase from TOPAZ an undivided  twenty five percent
(25.00%)   working   interest  in  the  WELL,   subject  to  the  equivalent  or
proportionate promote or carrying obligation (in favor of TOPAZ or its designee)
of twenty five percent  (25.00%) 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 thirty three and one third percent  (33.33%) of
the  costs  of the  WELL  through  the  tanks/sales  line,  as  promulgated  and
established  by TOPAZ,  its AFE (see  below)  and  actual  costs  incurred,  and
otherwise receive an attributable net revenue from the sales or production equal
to twenty percent (20.00%) of eight eighths (effectively  carrying TOPAZ for one
third of a 25.00% working  interest with an  attributable  6.666667% 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 in the WELL will be reduced from 33.33% 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  TOPAZ's  actual/near  actual and  estimated  costs (and
vendor   invoices   received   for)  of  services  and   supplies   incurred  or
"to-be-incurred",  inclusive  of (among other  things)  leasehold  costs,  title
evaluation expenses, engineering evaluations,  projected drilling and completion

                                  Page 2 of 10

costs and other expenses. WI Purchaser  acknowledges its/his 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).

     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 FORTY EIGHT THOUSAND EIGHT HUNDRED NINETY
NINE AND NO/100 U.S. DOLLARS ($48,899.00) (the "Initial Payment"), to be applied
to WI  Purchaser's  working  interest  obligation(s)  hereunder  (and  generally
designed  to  cover  the  aggregate  costs of the WELL  through  the  envisioned
completion stage of the WELL.  Thereafter,  consistent with the AFE and terms of
the JOA, WI Purchaser  shall deliver (at the point, if at all, at which the WELL
has been drilled and  completed  or at such time in advance  thereof when DHOPCO
notifies  TOPAZ of additional  cash needs for the WELL) unto TOPAZ and/or DHOPCO
such  additional  monies  as may be  required  to  satisfy  the  costs of WELL's
completion  and  activities  designed  to place said WELL into  production  (the
"Secondary  Payment",  whether one or more). Such Secondary Payment shall be due
and  payable as  provided  in the JOA or on or before the  second  business  day
following  WI  Purchaser's   receipt  from   DHOPCO/TOPAZ   of  the  appropriate
invoice/demand.  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  and  a  completion
election is made thereon.  In the event the Initial  Payment  exceeds the actual
working  interest  costs payable or required of WI Purchaser,  TOPAZ will refund
the  unused  portion(s)   thereof,   accompanied  by  a  written  accounting  to
substantiate the same.

     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;

     (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 TOPAZ (as part of the purchase hereunder)
or DHOPCO (as part of the operations of the WELL);

                                  Page 3 of 10

     Upon DHOPCO's  surveying and permitting of the  contemplated  WELL (and its
completion as a producer)  and upon  delivery of this  executed  Agreement to WI
Purchaser,  WI  Purchaser  further  agrees to execute  and tender unto TOPAZ the
following:

     (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 Wichita County (or Texas
Counties), 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)(to   be  executed  by  WI  Purchaser   and  TOPAZ  and,   thereafter,
delivered/recorded  by TOPAZ  following the completion of the WELL)(it being the
intent  of  the  parties  to  record  a  single  assignment  of the  WELL  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
and election to  participate  in the working  interest (the  "Subscription")  is
irrevocable  and is subject to acceptance by TOPAZ, in its sole  discretion.  If
not  accepted by 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 TOPAZ's execution of
this  Agreement and its causing of an executed copy hereof to be returned to the
WI Purchaser.  TOPAZ shall have no obligation to accept this Subscription in its
entirety  or to  accept  any  third  party  Subscriptions  (if any) in the order
received.  Further, 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

                                  Page 4 of 10

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.

     7.  REPRESENTATIONS  AND  WARRANTIES OF WI PURCHASER.  WI Purchaser  hereby
represents, covenants and warrants to TOPAZ 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/his 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 TOPAZ has 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 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"  (before or  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 TOPAZ  beyond the scope of the  written  materials  provided  and
generated by 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 TOPAZ,
this  Agreement and other relevant  materials  contained  therein,  and has been
given access, if requested,  to all underlying documents in connection with this

                                  Page 5 of 10

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
deems and considers relevant to the purchase of a working interest hereunder and
to ask questions of, and receive satisfactory answers from, 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 WELLS,
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 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 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 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.

     (l) WI Purchaser states and represents that its/his statements made in this
Paragraph 7 and other paragraphs within this Agreement are true and correct,  as
sworn  to upon  WI  Purchaser's  oath by WI  Purchaser  in the  presence  of the
signatory witness below and prior to execution hereof.

                                  Page 6 of 10

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

     (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) 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) TOPAZ is 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,  damages,  expenses  or  liabilities
(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.  PREMISE  OF  OFFERING.  Notwithstanding  anything  contained  in  this
Agreement  to the  contrary,  WI  Purchaser  acknowledges  and  understands  the
following:

     (a) TOPAZ is not assembling a formal package of offering  materials (i.e. a
private placement memorandum) for the subject offering or participation.

     (b) WI Purchaser  acknowledges  and understands  that the pricing for entry
into the working  interest of the WELL  hereunder is on a "promoted"  basis (not
actual  cost) for this WELL.  WI  Purchaser  further  acknowledges  that TOPAZ's
willingness to price the working  interest(s)  offered  hereunder on the pricing
basis  suggested is reflective of TOPAZ'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.

                                  Page 7 of 10

     (c) WI Purchaser  further  acknowledges  that TOPAZ has 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  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.

     11. AREA OF MUTUAL INTEREST FOR NEW WELL DEVELOPMENT.  For as long as TOPAZ
owns the subject Lease (and prior to any transfer  contemplated  by Paragraph 12
below),  WI Purchaser shall have the right,  without  obligation,  to secure and
purchase a similar or  equivalent  working  interest in any new  exploratory  or
development wells situated within the Lease (or lands lawfully pooled therewith,
if any) and the  attributable  units  associated  with the same.  Such  optional
working  interest shall be obtainable  from TOPAZ upon such terms and conditions
as are consistent with the  participatory  terms reflected in this Agreement for
the  WELL  and  the  associated  carrying  obligation/burden.   Such  option  to
participate and purchase shall be subject to exercise by full written acceptance
or  rejection   within  fifteen  (15)  calendar  days  of  DHOPCO's  or  TOPAZ's
presentment (if at all) of any notice and proposal containing specifics for each
such  additional/new well (accompanied by WI Purchaser's payment of the monetary
amounts  reflected in the TOPAZ notice)..  WI Purchaser's  negative  election to
participate  hereunder on any successive new well shall be deemed as a waiver of
such optional  participation  in future or subsequent new wells on the Lease. WI
Purchaser will be provided with  comprehensive  information in the possession of
TOPAZ at the time of such election so as to facilitate a learned  decision(s) on
participation.

     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 three (3) calendar year(s) following the commencement
of the drilling of the WELL, 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 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 TOPAZ of the same,
including a copy of the written  third party  offer.  In no event shall any such
Transfer fail to afford TOPAZ a minimum of ten (10) business days to effectively
respond (by a closing or otherwise) in good faith.  Such right in favor of TOPAZ
shall  supersede any drag  along/tag  along rights  afforded in Paragraph  11(a)
below during the period of such right established herein.

     (a) If either  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

                                  Page 8 of 10

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.

     13.  MISCELLANEOUS.  WI Purchaser hereby acknowledges and agrees that it/he
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 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 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  Agreement on this
____________ day of ___________________, 2011.

                                   WI Purchaser:

                                   RMJ, INC., a Nevada corporation


                                   By: /s/ Eric L. Moe
                                       -----------------------------------------
                                       Eric L. Moe, its CEO/President

                                   Address: 8921 N. Indian Trail Road, Suite 288
                                            Spokane, WA 99208
                                   E-mail address: emoe27@aol.com
                                   Phone Number:_____________________________
                                   Fax Number: (509) 465-0775
                                   EIN: 98-0165538

                                  Page 9 of 10

The    above   WI    Purchaser,    upon    oath,    swore   to   me   that   all
statements/representations  made by WI Purchaser in this  Agreement are true and
correct.


---------------------------------------
Witness
Printed Name:
             --------------------------

WHEN FULLY EXECUTED, RETURN TO:

Topaz Resources, Inc.
Mailing Address: 1012 N. Masch Branch Road, Denton, TX 76207-3640
Physical Address: 1012 N. Masch Branch Road, Denton, TX 76207-3640
Phone: 940-243-3038; Facsimile: 940-243-8643
E-mail: tmunden@topazresourcesinc.com and rstinnett@usa.net

                               ACCEPTANCE BY TOPAZ

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

_________         Accepted in full.


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

                  ______________________________________________________________

_________         Rejected in full.


DATE: _________________



                                    Topaz Resources, Inc.,
                                    A Florida corporation


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


                                    By: /s/ Robert P. Lindsay
                                        ----------------------------------------
                                        Robert P. Lindsay,
                                        its Chief Operating Officer


                                 Page 10 of 10