Exhibit 10.1

                            Avalon Oil and Gas, Inc.
                          7000 Flour Exchange Building
                             310 Fourth Avenue South
                          Minneapolis, Minnesota 55415

April 6, 2006



Mr. Kamal Abdallah
Chairman of the Board
Canyon Creek Oil and Gas, Inc.
14255 US HWY 1, Suite 209
Juno Beach, FL 33408

                  Re: Starr County, Texas.

Dear Kamal:

We are writing to you as Chairman of the Board of Canyon Creek Oil and Gas,
Inc., a Nevada Corporation ("CCOG"), to express Avalon Oil and Gas, Inc.'s
("AOGS") intention to acquire fifty percent (50%) of CCOG's working interest in
the leasehold as described in Exhibit "A" ("The Leasehold"). This letter is
intended to indicate AOGS intention to proceed with a due diligence
investigation of The Leasehold and to negotiate with CCOG in good faith a
definitive agreement containing the terms and conditions set forth below (the
"Definitive Agreement").

     We propose the following basic terms and conditions for the Transaction:

1. Form of Transaction. AOGS will remit to UPDA $75,000.00 on or before April
30, 2005 and issue and deliver seven million five hundred thousand (7,500,000)
shares of its common stock to UPDA. Upon closing of the Transaction, AOGS would
acquire fifty percent (50%) of CCOG's working interest in The Leasehold free and
clear of all claims, liens or encumbrances of any kind except for those
liabilities of CCOG which, after completion of due diligence, AOGS expressly
agrees to assume (the "Assumed Liabilities").

2. Representations and Warranties by CCOG and its Major Stockholders. The
Definitive Agreement would contain customary representations and warranties by
CCOG relating to the business and financial condition, assets, operations,
affairs and prospects of The Leasehold. All of CCOG's representations and
warranties would last for a period of 12 months. The Definitive Agreement would
require CCOG to indemnify and hold AOGS harmless against claims, liabilities and
other expenses and damages, including attorneys' fees and expenses, related to a
breach of any representation or warranty made by CCOG in the Definitive
Agreement.

<PAGE>


3. Conditions to Closing on Stock Exchange. The Definitive Agreement would
contain a variety of terms and conditions to be satisfied by the parties prior
to Closing on the Transaction. Such conditions would include AOGS completion to
AOGS satisfaction of the investigation of The Leasehold's operations, equipment,
title opinion, and reserve report, and the determination by AOGS'S independent
accountants that the there is sufficient financial information to comply with
SEC requirements.

4. Due Diligence Investigation. Upon execution of this letter, CCOG agrees to
permit AOGS and its employees, attorneys, accountants and other agents to have
full and free access, during normal business hours, to the books and records of
CCOG and to CCOG's premises, employees, customers and suppliers as the foregoing
relates to The Leasehold or the Transaction in general (AOGS will work closely
with CCOG's senior management to avoid disruption of CCOG's relationships with
such parties) for the purpose of investigating the operation and assets of The
Leasehold.

AOGS agrees to permit UPDA and its employees, attorneys, accountants and other
agents to have full and free access, during normal business hours, to the books
and records of AOGS and to AOGS premises.

5. Confidentiality. Each party, for itself and its respective employees,
stockholders and agents, agrees to keep confidential (i) the existence and terms
of this letter and (ii) all confidential information provided by or through a
party to the other. Confidential information includes all business and financial
information of a party, whether disclosed prior to or after execution of this
letter, including financial statements, tax returns, business and marketing
plans and customer and supplier data. Despite the foregoing, "confidential
information" does not include publicly available information, information
obtained from a third party source not under an agreement or obligation to
maintain the confidentiality of such information and information independently
developed by a party without the use of any otherwise confidential information.

6. Definitive Agreement, Closing Date and Operations. The parties agree promptly
to commence negotiations of the terms and conditions of the Definitive Agreement
in good faith in accordance with the provisions of this letter with the
intention of executing a Definitive Agreement on or prior to a Closing Date of
April 30, 2006. After the execution of this letter and through the later of the
date of execution of the Definitive Agreement, and except as otherwise
contemplated by this letter, CCOG agrees to operate The Leasehold in the
ordinary course and in a manner consistent with the operations thereof prior to
execution of this letter.

If the provisions of this letter correctly summarize our agreement, please
indicate so by your signatures below. This agreement may be executed in counter
parts


Very truly yours,

Avalon Oil & Gas, Inc.

By:  /s/  Kent Rodriguez
     ---------------------------------------
     Kent Rodriguez, Chief Executive Officer


Agreed to and accepted:

Canyon Creek Oil and Gas, Inc.

By: /s/  Kamal Abdallah
    --------------------------------------
     Kamal Abdallah, Chairman of the Board


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                                   EXHIBIT "A"


This acreage, covered by the Oil and Gas Lease between LA VRISA LAND
PARTNERSHIP, a Texas general Partnership, M.M. GARG OIL, A Texas Joint Venture,
DORCHESTER MINERALS ACQUISTION, LP, an Oklahoma limited partnership, THE ROSE S.
VAN WERT; and the ROSE S. VAN WERT TRUST NO. 2, (collectively as "LESSEE"), and
TREND GROUP INC., a Texas Corporation ("LESSEE") aggregates to 266.73 acres of
land, more or less in Starr County, Texas, situated in part of Porcion 91,
Josefa Benavides Survey, Abstract No., 41; J. M. Jones Survey No. 908, Abstract
No. 846; M. M. Garcia Survey No. 972, Abstract No. 1143; and Porcion 92,
Santiago Lopez Survey, Abstract No. 128; LIMITED TO THOSE DEPTHS BETWEEN THE
SURFACE OF THE LAND AND 6000' SUBSURFACE. The specific description of the leased
premises and property which this lease covers and includes is set forth in the
six tracts as follow, to-wit:

TRACT ONE: 120 acres of land, more or less, being the East half of Lots No. 5,
6, 7, 8, 9 and 10, DeGaaffe Subdivison, Porcion 91, Josefa Benavides Survey,
Abstract No., 41, Starr County, Texas.

TRACT TWO: 70 acres of land, more or less, being the East seven-eighths of Lots
No. 11 and 12, DeGaaffe Subdivison, Porcion 91, Josefa Benavides Survey,
Abstract No., 41, Starr County, Texas.

TRACT THREE: 35 acres, more or less, being the East seven-eights of the North
half of Lot No. 13, DeGaaffe Subdivison, Porcion 91, Josefa Benavides Survey,
Abstract No., 41, Starr County, Texas.

TRACT FOUR:  (INTENTIONALLY LEFT BLANK)

TRACT FIVE: 16 acres, more or less, being all of M. M. Garcia Survey No. 972,
Abstract No. 1143, Starr County, Texas

TRACT SIX: 25.73 acres, more or less, Porcion 92, Santiago Lopez Survey,
Abstract No. 128, Starr County, Texas.

     BEGINNING at the Northwest Corner of Porcion 92, for the Northwest Corner
     of this tract;
     THENCE, in an easterly direction with the North line of said Porcion 934'
     to the Northeast Corner of this tract;
     THENCE, in a southerly direction to the West line of said Porcion and 1200'
     to the Southeast Corner of this tract,
     THENCE, in a westerly direction parallel to the North line of said Porcion
     934' to he West line of said Porcion for the Southwest Corner of this
     tract;
     THENCE, in a northerly direction with the West line of said Porcion 1200'
     to the Northwest Corner of this tract, the North Corner of the said Porcion
     92, and the POINT OF BEGINNING, enclosing 25.73 acres in this survey.