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                                  Exhibit 10.2
                                  ------------


CONFIDENTIAL
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Ely Sakhai
Robert Kamon
Australian-Canadian Oil Royalties Ltd.
c/o Bass Strait Partners, LLC
6867 Anglebluff Circle
Dallas, Texas 75348


Re:   Confidential   Letter  of  Intent   between  Ely  Sakhai,   Robert  Kamon,
Australia-Canadian  Oil Royalties  Ltd.,  Bass Strait  Partners,  LLC and Dujour
Products,  Inc.  with respect to the oil and gas  concession  in the Bass Strait
Australia, known as Victoria Permit 60 or VIC P60.

Gentlemen:

This  Letter of Intent  (the  "Letter")  sets forth an  agreement  in  principal
between Ely Sakhai and Robert Kamon,  individually  and  Australia-Canadian  Oil
Royalties Ltd., a publicly traded Canadian corporation and Bass Strait Partners,
LLC  (collectively  the  "Sellers"),  and Dujour  Products,  Inc.  ("Dujour"  or
"Buyer"),  a  publicly-held  Nevada  Corporation  to negotiate in good faith and
execute  a  definitive  agreement  (the  "Agreement")  regarding  the  terms and
conditions  of the  transaction  described  below.  This  Letter is  intended to
constitute an agreement to perfect the provisions  outlined  herein and replaces
and supercedes the agreement dated December 20, 2006 between William  Miertschin
and Ely Sakhai,  Robert  Kamon and  Australia-Canadian  Oil  Royalties  Ltd. The
parties agree to act in good faith with respect to all the provisions hereof.

A.       The Acquisition:
         ---------------

         1.   Buyer  intends  to  acquire  from  Sellers,  62.5%  of 100% of the
         working interest ("WI") in an Australian oil and gas exploration permit
         area known as  Victoria  Permit 60 ("Vic P60" or  "Permit")  comprising
         some 339,769 acres located in the Bass Strait of the Gippsland Basin of
         Victoria, Australia that is owned by the Sellers (the "Assets").

         2.   As  consideration  for the  acquisition,  Buyer  shall  deliver to
         Sellers  $637,068 USD in cash at Closing per the  attached  schedule in
         Exhibit A. In addition,  the Sellers  shall retain a 9.375%  overriding
         royalty  interest in the Vic P60  concession  per attached  schedule in
         Exhibit B. As a result,  Sellers  agree to  transfer to Buyer a 53.125%
         net revenue interest ("NRI") in the Vic P60 concession upon Acquisition
         of the Assets.

         3.   Further,  Buyer  acknowledges  and  agrees to fund,  commence  and
         complete the work program  required by Vic P60 Permit for year three on
         or before October 28, 2007; and additionally  Buyer agrees no less than
         $2.0 million USD to 100%, or $1,250,000  USD to Buyer's  62.5%,  of 3-D
         seismic  shooting  on the Permit  Area known as Vic P60 by October  28,
         2007. This is mandatory to meet the work  expenditures per the Victoria
         and Federal Government of Australia  concession  agreement.  Buyer will
         demonstrate financial capability as to their portion of the 3-D seismic
         obligation  ($1,250,000  USD)  through;  1) a letter from a  "financial
         institution"  advising  that the  Company  has  ability  to meet its 3D




<PAGE>

Vic P60 Acquisition
Letter of Intent
Page 2

         obligation,  2) the  availability  of cash, or 3) the execution of bank
         /equity  financing  agreements  sufficient  to meet its 3D  obligation.
         Buyer  additionally  agrees to meet all requirements of the Permit Area
         including  financial  and  reporting  as set  forth  in the  Concession
         Agreements  from the Victoria  State  Government  of Australia  and the
         Australian Federal Government.

         4.   Sellers  agree  to  sell  and  convey  through  an  agreement  and
         assignment to Buyer 62.5% working interest and Sellers further agree to
         file with the Government of Victoria the necessary  documents to record
         the  transfer of ownership  in Vic P60 to Buyer or its  assignees  upon
         delivery of the required cash at Closing.

         5.   At  Closing  Buyer  agrees  to pay to Bass  Strait  Partners,  LLC
         800,000 shares of its restricted  common stock, plus a 9.00% overriding
         royalty  interest in the Vic P60 concession.  As a result,  Buyer shall
         receive a net of a 44.125% NRI to its 62.5% WI upon  completion  of the
         acquisition of this concession.

B.       Preparation of Definitive Agreements:
         -------------------------------------

         Buyer and Sellers will  negotiate  terms and begin  preparation  of the
Agreement as soon as  practicable  and shall complete and execute such Agreement
not later than April 30, 2007. The Agreement will contain such  representations,
warranties,   covenants,  and  indemnification  provisions  as  are  customarily
contained  in  agreements  governing  transactions  of this  nature  which shall
include but not be limited to; a) Covenants  and  warranties  assuring  good and
clear title to all assets, and b) Covenants and warranties assuring the transfer
of the  concession in good standing and free of any  undisclosed  obligations or
encumbrances.

C.       Conditions Precedent to Closing:
         --------------------------------

         In  general,  Closing  and the  obligations  of each  party  under  the
Agreement will be subject to the satisfaction of the normal conditions precedent
to  Closing,  which  shall  include  but  not be  limited  to;  a) the  mutually
satisfactory completion of due diligence including engineering reviews and title
verifications  as may be required by Buyer, b) satisfactory  determination  that
the  acquisition  and  prospective  operation  of the  Assets  comply  with  all
applicable laws and regulations, c) the availability of required permissions and
approvals,  d)  satisfactory  disclosure  and treatment of pending or threatened
material claims or litigation,  e) mutual  satisfaction of the Buyer and Sellers
concerning  environmental  issues,  and f) securing of firm  commitments for the
Buyer's financing.

         From the date of  acceptance  of the  terms of this  Letter,  until the
negotiations  are  terminated  as provided  herein,  the Buyer and Sellers shall
provide to each other,  full access and opportunity to inspect,  investigate and
audit the books,  records,  contracts,  and other  documents for the purposes of
evaluating  issues related to the  concessions.  Both Buyer and Sellers  further
agree to provide such additional  information as may be reasonably  requested to
the extent reasonably necessary to complete the Agreement.



<PAGE>

Vic P60 Acquisition
Letter of Intent
Page 3

         Upon execution of the Agreement, this Letter will immediately terminate
and be of no further  force or effect.  Buyer and Sellers will use  commercially
reasonable  and good  faith  efforts to execute  and close the  Agreement  on or
before April 30, 2007; provided, however, that neither party is bound to execute
any agreement based on the terms of this Letter,  and either party may terminate
this Letter at any time without liability to the other party.

E.       Indemnification:
         ---------------

         The Agreement  will contain  indemnification  provisions as customarily
included in such transactions and as agreed upon by the Buyer and Sellers.

         Neither the Buyer nor  Sellers  shall have any  liability  to any other
party for any  liabilities,  losses,  damages  (whether  special,  incidental or
consequential),  costs, or expenses incurred in the event the negotiations among
the Parties are terminated as provided  herein.  Except to the extent  otherwise
provided herein or in the Agreement entered into by the Buyer and Sellers,  each
party  shall  be  solely  responsible  for  its own  expenses,  legal  fees  and
consulting fees related to the negotiations described in this Letter, whether or
not any of the transactions contemplated herein are consummated.

F.       Additional Terms:
         ----------------

         The  Agreement  will  contain  other  terms,  conditions,   warranties,
covenants and  representations as customarily  included in such transactions and
as mutually agreed upon by the Buyer and Sellers.

G.       Confidentiality:
         ----------------

         By their  signature below the Buyer and Sellers agree to keep in strict
confidence   all   information   exchanged  in  connection   with  the  diligent
investigation  of this  transaction and expressly  assert that such  information
will not be used for any purpose other than that for which it was provided.  The
Buyer and Sellers agree that disclosure of the  confidential  information may be
made by either party to the extent such  information  is required by lenders and
equity  partners to obtain  necessary debt and equity  financing to support this
transaction.  If this Letter is terminated as provided  herein,  each party upon
request  will  promptly  return to the other  party  all  documents,  contracts,
records,   or  other  information   received  by  it  that  disclose  or  embody
confidential  information  of the other party.  The provisions of this paragraph
shall survive termination of this Memorandum.






<PAGE>

Vic P60 Acquisition
Letter of Intent
Page 4


H.       Expenses
         --------

         Buyer  and  Sellers  agree  that  they  will bear and pay all costs and
expenses incurred by it in connection with the transactions contemplated by this
Letter, regardless of whether the proposed transaction is consummated.

I.       Miscellaneous:
         --------------

         The Buyer and Sellers  each  represents  and warrants to the other that
they are non-related  parties acting at arms length in this matter as principals
on their  own  behalf  and not as agent for any other  person or  company.  This
Letter shall not be construed to create any partnership, joint venture or agency
relationship  between  the  parties.  Neither  Buyer nor Sellers may assign this
Letter without the written consent of the other party.  This Letter contains the
entire  understanding  between the Buyer and Sellers  and  supersedes  all prior
communications and understandings  with respect thereto.  This Letter may not be
amended or modified  except in a writing signed and executed by duly  authorized
representatives of all parties. This Letter will be governed by and construed in
accordance  with the laws of the State of Texas,  applicable to agreements to be
wholly executed therein, without reference to Texas conflict of laws provisions.
The terms of this Agreement are binding upon the parties hereto.

         The Buyer and  Sellers  agree  that  either  party to this  Letter  may
unilaterally  withdraw  from  negotiation  or dealing at any time for any, or no
reason, at the withdrawing  party's sole discretion by notifying the other party
of the withdrawal in writing. If any party withdraws from dealing or negotiation
prior to April 30, 2007,  or fails to negotiate in good faith,  or if each party
hereto  has not  entered  into  the  Agreements  by  April  30,  2007,  then any
obligation to negotiate and prepare the definitive  agreements or otherwise deal
with any other party shall immediately  terminate.  It is agreed,  however, that
the terms of any purchase agreement or other definitive  agreements entered into
by the Buyer and Sellers  controls  over the right to withdraw  from  dealing or
negotiations in this paragraph.

         Please indicate  Sellers'  acceptance and agreement to the foregoing by
having a copy of this Letter  executed in the space  provided blow and returning
the same to me.

Sincerely,

Adrian Crimeni,
President
Dujour Products, Inc.


ACCEPTED AND AGREED:
--------------------

Australian-Canadian Oil Royalties, Ltd.         Bass Strait Partners, LLC

  By: /s/Andre Sakhai                           By: /s/ William R. Miertschin
    -------------------------------                -----------------------------
     Name: Andre Sakhai                             Name: William R. Miertschin
     Title: President                               Title: Manager






<PAGE>


 Robert Kamon                                   William R. Miertschin


  By: /s/ Robert Kamon                          By: /s/ William R. Miertschin
    -------------------------------                -----------------------------
     Name: Robert Kamon                             Name: William R. Miertschin
     Title: Individual                              Title: Individually



Ely Sakhai

  By: /s/Andre Sakhai
    -------------------------------
     Name: Andre Sakhai,
     Title: Attorney in-fact-for Ely Sakhai
























<PAGE>


                              Dujour Products, Inc.
              Confidential Letter of Intent for the Acquisition of
                          Victoria Permit 60 or VIC P60


                                    EXHIBIT A

                          Schedule of Cash Compensation

              Robert Kamon                             $  26,448

              Australian-Canadian Oil                  $  52,896

              Royalties, Ltd.

              Ely Sakhai                               $  52,896

              Cisco Outback Holdings, LLC              $ 143,823

              Cisco Legacy Ventures, LLC               $  42,471

              Bass Strait Partners, LLC                $ 318,534

                                                      ----------

                                                       $ 637,068
                                                      ==========






<PAGE>


                              Dujour Products, Inc.
              Confidential Letter of Intent for the Acquisition of
                          Victoria Permit 60 or VIC P60


                                    EXHIBIT B

                Schedule of Sellers' Overriding Royalty Interests



              Robert Kamon                               1.0625%

              Australian-Canadian Oil                    2.1250%
              Royalties, Ltd.

              Ely Sakhai                                 2.1250%

              Australian   Grazing  &   Pastoral         1.8750%
              Pty., Ltd.

              Cisco Outback Holdings, LLC                1.1875%

              Cisco Legacy Ventures, LLC                 1.0000%

                                                      ----------
                                                         9.3750%

              Bass Strait Partners, LLC                  9.0000%
                                                      ----------

                        Total                           18.3750%
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