Unassociated Document


    EXHIBIT
      10.2

    


    


    AMENDMENT
      TO PURCHASE AGREEMENT

     

    


     

    This
      Amendment to Purchase Agreement (this
      “Amendment”) is made and entered into July 31, 2006, by and between Daniel K.
      Donkel and Samuel H. Cade (hereinafter collectively referred to as “Sellers”),
      whose address is c/o Daniel K. Donkel, 1420 N. Atlantic Avenue, Suite 1201,
      Daytona Beach, FL 32118 and True North Energy Corp. (hereinafter called
“Buyer”), whose address is 1200 Smith Street, 16th
      Floor,
      Houston, TX 77002. Capitalized terms used and not otherwise defined herein
      shall
      have the meanings assigned to such terms in the Purchase Agreement

     

    


    WITNESSETH:

    


    WHEREAS,
      the
      parties hereto are parties to that certain Purchase Agreement dated as of May
      9,
      2006 (the “Purchase Agreement”) and desire to amend certain terms thereof as
      provided for herein.

     

    


     

    NOW,
      THEREFORE,
      in
      consideration of these premises, the mutual agreements and covenants hereinafter
      set forth, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereby agree
      as:

    


     

    1. Article
      3 of the Purchase Agreement is hereby amended to read in its entirety as
      follows:

    


    “3.
      Due
      Diligence:
      On or
      before five (5) days following the full execution of this Agreement by Sellers,
      but not later than May 16, 2006 (the "Notice
      Date"),
      Buyer
      shall have performed all due diligence work in a form and manner reasonably
      acceptable to Buyer pertaining to the Leases. Buyer agrees that the non-issuance
      of the Un-Issued Leases shall not be considered a title defect for purposes
      of
      this provision. If such due diligence work or any other information or data
      shall reflect the existence of encumbrances, encroachments, defects in or
      objections to title which Buyer does not waive (all of which are herein called
      "Title
      Defects"),
      written notice of the title defects shall be given to Sellers on or before
      the
      Notice Date. If Title Defects shall be so specified, Sellers shall have the
      optional right, but not the obligation, to advise Buyer in writing on or before
      five (5) days following the Notice Date, as to which of the Title Defects,
      if
      any, that Sellers are willing to use reasonable efforts to cure (the
"Approved
      Title Defects").
      Buyer
      shall then have the optional right to either (i) terminate this Agreement
      without further liability of either party to the other by providing written
      notice to Sellers to that effect on or before the Notice Date, or (ii) elect
      to
      close this transaction based upon Sellers’ reasonable efforts to cure the
      Approved Title Defects, or (iii) extend the Closing upon the mutual agreement
      of
      Sellers and Buyer which in no event shall be beyond December 31, 2006. Failure
      of Buyer to timely notify Sellers with regard to terminating this Agreement
      as
      provided in this paragraph shall be deemed an election of option (ii)
      above.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Article
      8
      of the Purchase Agreement is hereby amended to read in its entirety as
      follows:

    


    “8.
      Closing:
      Unless
      extended pursuant to the terms of this Agreement, the closing of this
      transaction (the “Closing”)
      shall
      be held within three (3) business days after receipt by Sellers of the Award
      Notice with respect to the Leases from the Alaska Department of Natural
      Resources. Notwithstanding the foregoing or any other provision herein, if
      this
      Agreement is not fully executed by all signatory parties hereto and if Closing
      does not occur by the close of business on or before December 31, 2006,
      Anchorage, Alaska time, this Agreement shall be null and void and the Buyer
      and
      Sellers shall have no further rights or obligations hereunder.”

    


    3. Article
      9
      of the Purchase Agreement is hereby amended to read in its entirety as
      follows:

    


    “9.
      Deposit
      of Purchase Price.
      Within
      seven (7) days from the execution of this Agreement by all parties, the Buyer
      shall deliver the Purchase Price and an additional $10,240.00 (being an
      aggregate amount of $286,720.00) by wire transfer in immediately available
      funds
      to an escrow account established by the accounting firm of Ryan, Gunsauls &
O’Donnell (the “Escrow
      Agent”)
      exclusively for this transaction. If the foregoing amount is not received by
      the
      Escrow Agent within the seven (7) day period, this Agreement shall be null
      and
      void and the Buyer and Sellers shall have no further rights or obligations
      hereunder. The wire transfer instructions are as follows:

    


    Citywide
      Bank

    ABA
      # 107
      001 070

    For
      credit to Ryan Gunsauls & O’Donnell, P.C.

    Account
      #
      211 008 790

    


    The
      foregoing funds shall not be disbursed by the Escrow Agent until Closing and
      then only in accordance with the provisions set forth in Section 11 below.
      However, if the Closing does not occur on or before December 31, 2006, the
      Escrow Agent shall release and return all monies held in the escrow account
      to
      the Buyer.”

    


     

    4. This
      Amendment may be executed by facsimile and in counterparts, each of which shall
      constitute an original and together shall constitute one and the same
      document.

     

    5. Except
      as
      expressly amended hereby, all provisions of the Purchase Agreement shall remain
      in full force and effect.

    



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment
      as of the date first written above.

     

    
      
        	 	 	 
	 	SELLERS
	 
 	 
 	 
 
	 	 	/s/ Daniel
                K.
                Donkel
	 	
                

                DANIEL
                  K. DONKEL

              


      


      
        	 	 	 
	 	 	/s/ Samuel
                H.
                Cade
	 	
                
SAMUEL
                H. CADE


      

    

     

    
      
        	 	 	 
	 	BUYER
	 	 
	 	TRUE NORTH ENERGY
                CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Massimiliano
                Pozzoni
	 	
                
Massimiliano
                Pozzoni,
                Secretary


      

       

    

    ESCROW
      AGENT AGREES TO THE 

    TERMS
      SET
      FORTH IN SECTION 3

    OF
      THE
      FOREGOING AGREEMENT:

    


    RYAN
      GUNSAULS & O’DONNELL

    


    


    By
/s/
      Douglas Barr