Attached files

                                                                   Exhibit 10.06

                             SUBSCRIPTION AGREEMENT
                                       FOR
                             SCRUGGS #1-H WELL/UNIT
                             (DENTON COUNTY, TEXAS)

Masch Branch Exploration, L.L.C.
1012 N. Masch Branch Road
Denton, Texas 76207

ATTN: Mr. S. Rand Stinnett and Mr. Bill A. Williamson, Managers

     RE:  Oil and Gas Lease (the "Lease"),  dated/effective August 1, 2004, from
          Michael L.  Scruggs  and  Melanie A.  Scruggs,  husband  and wife,  as
          Lessors, and Mid-Continent  Geological,  Inc., as Lessee, a memorandum
          of  which is  recorded  as  Instrument  Number  2004-146829,  Official
          Records of Denton County,  Texas, and a duplicate  memorandum  thereof
          also being recorded as Instrument Number 2004-124797, Official Records
          of Denton County,  Texas,  covering that certain 84.996 acres of land,
          more or less, as more completely  described in said  Lease/memorandum,
          which  along  with  the  terms  and   conditions  of  said  Lease  are
          incorporated  herein by this reference as if set forth verbatim,  such
          Lease  being  further  amended/extended  by (a) that  certain  written
          Extension of Oil, Gas and Mineral Lease, dated April 14, 2005, between
          Lessors  and  Lessee,   recorded  as  Instrument  Number  2005-104258,
          Official Records of Denton County, Texas, and (b) that certain written
          Extension  of Oil,  Gas and Mineral  Lease,  dated  October 26,  2005,
          between Lessors and Lessee, recorded as Instrument Number 2005-133687,
          Official Records of Denton County, Texas.

Gentlemen:

     The undersigned  subscriber or purchaser (the "WI  Purchaser")  understands
that there is being  offered for sale to WI  Purchaser a working  interest  (and
attributable net revenue interest) in the Scruggs #1-H well (API #42-121-32726),
located  in the  A.F.  Cannon  Survey,  A-232,  Denton  County,  Texas  (and the
attributable and surrounding  84.996 acre oil, gas and mineral  leasehold estate
described  above)(such  well and leasehold  being referred to hereinafter as the
"WELL") by and from Masch Branch Exploration, L.L.C. ("MBELLC"), a Texas limited
liability  company,  is a wholly-owned  subsidiary of Topaz  Resources,  Inc., a
Florida  corporation  ("Topaz").  Topaz  is a  party  to  that  certain  written
Non-Binding Term Sheet, dated May 21, 2010, with Earthwise Energy,  Inc. ("EEI")
and Energy Partners  International  ("EPI") (collectively the "Sellers") wherein
the parameters for a definitive  agreement for the purchase and sale of the WELL
are  established.  MBELLC is the  designee  or assignee of Topaz under such term
sheet  and the  pending  purchase  and sale  agreement,  which is  targeted  for
execution and closing in due course  (pending  finalization  of  documentation).
Dark Horse  Operating  Co.,  L.L.C.  ("DHOPCO")  is  targeted to become the WELL

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operator by virtue of an existing joint operating  agreement involving the WELL.
MBELLC is 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 and MBELLC agree as follows:

     1. DISCLOSURES/BACKGROUND; WELL STATUS. The Scruggs #1-H horizontal Barnett
Shale well was drilled and, following delays in the establishment of access to a
natural gas sales line, the well was ultimately  completed (casing plus a liner)
and  produced,  without  benefit of the  installation  of tubing or a  permanent
wellhead.  Sellers  (and  third  party  working  interest  owners)  successfully
produced  natural gas from said well for a measured  period (over a year) before
encountering    lease-related    circumstances    wherein   the   validity   (or
lapsing/termination)  of the underlying  oil and gas lease  evolved,  leading to
litigation  with the  surface  owner/lessor.  The WELL has been  "shut in" for a
period of  approximately  fourteen  calendar  months  but,  based upon  MBELLC's
analysis  of past  production  and  learned  evaluations,  MBELLC  has reason to
believe and does  believe  that the WELL,  following  remedial  workover and the
installation  of tubing and a permanent  wellhead,  can produce natural gas once
again in commercial quantities.  Agreements are in place, pending a closing with
Sellers,  to (a) dismiss the litigation,  (b) secure a ratified/amended  oil and
gas lease,  (c) involve  MBELLC in the working  interest  and DHOPCO in the WELL
operations,  and (d) clarify and resolve  outstanding issues involving the WELL.
MBELLC is scheduled to acquire from Sellers a 45.417969%  working  interest (and
an  accompanying  34.063477%  net  revenue  interest)  in and to the  WELL  (the
"Primary WI"),  being all of Sellers'  interest  therein,  in  consideration  of
(among other things) MBELLC's delivery of $250,000.00 in cash and 600,000 shares
of Topaz  common  stock to  Sellers.  Subsequent  to its  pending  closing  with
Sellers, MBELLC intends to pursue the acquisition of additional working interest
in the WELL (the  "Secondary  WI") in  exchange  for cash,  Topaz  stock or some
combination, projected to perhaps result in MBELLC's ownership of 80-100% of the
WELL in the aggregate. The pursuit of the Secondary WI by MBELLC is projected to
consume 30-45 days  following  the closing with Sellers,  at which time the WELL
workover will advance.  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 with MBELLC in the WELL hereunder.

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

     (a) WI  Purchaser  will  purchase  from  MBELLC one half (1/2) of  MBELLC's
Primary WI in the WELL (being a 22.708985%  working interest and an attributable
17.031739% net revenue  interest) in consideration of WI Purchaser's  payment to
MBELLC of TWO HUNDRED  FIFTY  THOUSAND  AND NO/100 U.S.  DOLLARS  ($250,000.00),
payable upon subscription hereunder;

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     (b) WI Purchaser  shall  further pay unto MBELLC the sum of FIFTY  THOUSAND
AND  NO/100  U.S.  DOLLARS  ($50,000.00),  to be  utilized  by  MBELLC  (and  WI
Purchaser)  to offset the costs of the  contemplated  workover  of the WELL (the
same to be considered as "spent" by WI Purchaser).

     (c) If and  when  the WELL is  reworked  and  returned  to  production,  WI
Purchaser (i) will pay seventy five percent  (75.0%) of actual WELL  operational
expenses  attributable to the Primary WI until a Payout (defined  below),  if at
all, and (ii) receive seventy five percent  (75.0%) of the net revenue  proceeds
attributable to the Primary WI until a Payout. As used herein, the term "Payout"
shall mean that point in time,  if at all,  that the working  interest  revenues
from 75.0% of the Primary WI paid to and  received by WI  Purchaser,  net of and
over-and-above  the associated  percentage of operational and post-workover WELL
costs for the Primary WI in the WELL,  equals  $300,000.00  (i.e.  WI  Purchaser
recovers its initial cash outlay from Paragraph 2(a) and 2(b) above).

     (d) Following  Payout,  WI  Purchaser's  cost  obligations  and net revenue
rights will return to the  equivalent  of its 50.0% of the Primary WI  purchased
hereunder.

     (e)  Should  MBELLC  actually  acquire  any  Secondary  WI in the WELL,  WI
Purchaser shall further have the option, but not the obligation, to acquire from
MBELLC up to one half (1/2) of such Secondary WI for cash.  MBELLC  contemplates
the sole or  predominant  use of Topaz stock in such offerings for Secondary WI.
Similar to  circumstances  involving the Primary WI acquisition by WI Purchaser,
the cash pricing or amount of such cash to be delivered by WI Purchaser  for its
optional  acquisition  of Secondary WI in the WELL will be determined  using the
then-existing  market  value or  price  of  assets  (including  cash and  stock)
expended by MBELLC in the acquisition  process thereof. In the absence of a good
faith consensus on such cash equivalent  value between and amongst MBELLC and WI
Purchaser, MBELLC's determination thereof shall prevail. All parties contemplate
and envision the  conclusion of any Secondary WI  acquisition  in advance of the
targeted workover of the WELL.

     3. PAYMENT OF WORKING INTEREST PRICE(S).  Upon the submission and execution
of this Agreement,  WI Purchaser shall deliver to MBELLC, in a manner consistent
with  Paragraph  4(b) below,  the sum of THREE HUNDRED  THOUSAND AND NO/100 U.S.
DOLLARS  ($300,000.00)(the  "Closing Payment"),  to be applied to WI Purchaser's
obligation(s)  hereunder.  Thereafter,  as part of the Secondary WI  acquisition
process,  should WI  Purchaser  elect to  participate  therein and  exercise its
option  hereunder by written notice to MBELLC,  WI Purchaser  shall deliver unto
TOPAZ the applicable amount of cash to MBELLC (the "Secondary Payment",  whether
one or  more)  in a  manner  similar  to the  foregoing  Closing  Payment.  Such
Secondary  Payment shall be due and payable on or before the third  business day
following  WI   Purchaser's   receipt  from   MBELLC's  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

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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 half of the subject  Primary WI 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 "MASCH BRANCH  EXPLORATION,  L.L.C.",  or a bank
wire  transfer  to MBELLC's  account as  directed  in writing by MBELLC,  in the
amount of the  Initial  Payment,  to be applied by MBELLC 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 MBELLC as part of the purchase hereunder.

On or before the tenth (10th) day prior to the workover of the WELL,  MBELLC and
DHOPCO shall tender 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  the existing  joint  operating  agreement in
place for the WELL or a ratification of the same, such JOA to be consistent with
DHOPCO's  prior  operations  in and around  Denton  County,  Texas and otherwise
acceptable to MBELLC and DHOPCO;

     (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 AFE, reflective of the then-existing pricing involved
in the workover 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 workover 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 MBELLC, in
its sole  discretion.  If not  accepted  by  MBELLC,  all  instruments  tendered

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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.  MBELLC  has no  obligation  to accept  this
Subscription in its entirety or to accept any third party Subscriptions (if any)
in the order  received.  Further,  MBELLC  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.

     7.  REPRESENTATIONS  AND  WARRANTIES OF WI PURCHASER.  WI Purchaser  hereby
represents,  covenants  and  warrants  to MBELLC  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 MBELLC 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 MBELLC 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 its workover

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and that the costs of water disposal and other well costs may require additional
capital  expenditure(s),  beyond  original  estimates  in the  AFE;  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 MBELLC  beyond the scope of the written  materials  provided  and
generated by MBELLC; 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 MBELLC,
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
deems and considers relevant to the purchase of a working interest hereunder and
to ask questions of, and receive  satisfactory  answers from,  MBELLC 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 MBELLC 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 MBELLC
as to any material change in such information;

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     (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 MBELLC 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  MBELLC  (and  the  balance  of the  working  interest  owners)  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) MBELLC 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) MBELLC 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 , damage, expense or liability (including
attorney's  fees)  to  or  against  MBELLC,  its  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:

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     (a) MBELLC is 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 disclosed  "promoted"
basis (not actual cost) for the "after the fact" entry into the working interest
process  for this WELL,  with  MBELLC's  seller(s)  having  already  assumed the
drilling and early  completion  risks and other associated risks involved with a
new well. WI Purchaser further  acknowledges that MBELLC's  willingness to price
the working  interest(s)  offered  hereunder on the pricing  basis  suggested is
reflective  of MBELLC'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 MBELLC 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 an MBELLC
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. 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 MBELLC 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 MBELLC of
the same,  including a copy of the written third party offer.  In no event shall
any such  Transfer  fail to afford MBELLC a minimum of ten (10) business days to
effectively  respond (by a closing or  otherwise)  in good faith.  Such right in
favor of MBELLC shall  supersede  any drag  along/tag  along rights  afforded in
Paragraph 11(a) below during the period of such right established herein.

     (a) If MBELLC 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

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inclusion  of their  interest(s)  in such sale is mandatory  for the  conclusion
thereof.

     12.  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 MBELLC  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 MBELLC 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 and/or  scanned/e-mailed  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 October, 2010.

                                     WI Purchaser:

                                     RMJ, INC., a ___________ corporation


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

                                  Page 9 of 10

WHEN FULLY EXECUTED, RETURN TO:

Masch Branch Exploration, L.L.C.
Mailing Address: 1012 N. Masch Branch Road, Denton, TX 76207-____;
Physical Address: 1012 N. Masch Branch Road, Denton, TX 76207-____;
Phone: 940-243-7744 or 940-243-3038; Facsimile: 940-243-8643
E-mail: billawilliamson@topazresourcesinc.com and rstinnett@usa.net

                              ACCEPTANCE BY MBELLC

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

_________         Accepted in full.


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

                  ______________________________________________________________

_________         Rejected in full.


DATE:____________________


                                    Masch Branch Exploration, L.L.C.,
                                    A Texas limited liability company


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


                                    By: /s/ Bill A. Williamson
                                        ----------------------------------------
                                        Bill A. Williamson, its Manager


                                 Page 10 of 10