EXHIBIT
      10.36

    


    CONSULTING
      AGREEMENT


    


    This
      CONSULTING
      AGREEMENT
      (the
“Agreement”) is entered into as of December 21, 2007 by and between TRUE
      NORTH ENERGY CORPORATION,
      a
      Nevada corporation, with its principal offices at 2 Allen Center, 1200 Smith
      Street, Houston, TX 77002 (the “Company”) and PRIME
      NATURAL RESOURCES, INC.
      with an
      address at 2500 CityWest Blvd, Suite 1750, Houston, TX 77042
      (“Prime”).

    


    WHEREAS,
      the
      Company wishes to engage Prime to provide accounting and related services to
      the
      Company and the Prime wishes to accept such engagement, all upon the terms
      and
      subject to the conditions contained in this Agreement;

    


    NOW,
      THEREFORE, the
      parties hereto, in consideration of the mutual consideration and promises
      contained herein and intending to be bound, hereby agree as
      follows:

    


    1. Retention
      of Prime.
      The
      Company hereby retains Prime, and Prime agrees to be retained by the Company,
      upon the terms in, and subject to the conditions of, this
      Agreement.

    


    2. Term.
      Subject
      to Section 7 hereof, the term of this Agreement shall be deemed to have
      commenced on October 1, 2007 (the “Effective Date”) and shall continue in effect
      for nine (9) months thereafter through and including June 30, 2008.

    


    3. Duties
      of Prime.
      During
      the term of this Agreement, Prime shall provide such bookkeeping, accounting
      and
      financial reporting services and work with the Company’s chief executive officer
      as may be directed by the Company from time to time. Prime makes NO WARRANTY,
      express or implied, as to merchantability, fitness for purpose sold,
      description, quality or productiveness concerning the services provided
      hereunder.

    


    4. Compensation.
      

    


    (a) Consulting
      Fee: As
      compensation to Prime for the services to be rendered under this Agreement,
      the
      Company shall pay to Prime a consulting fee consisting of a monthly $5,000
      cash
      payment (the “Cash Consulting Fee”) and grant to Prime an issuance of $45,000 in
      common stock of the Company (the “Stock Consulting Fee”) for each calendar year
      quarterly period (i.e.,
      the
      three months ending December 31, 2007, March 31, 2008 and June 30, 2008 and
      each
      being a “Quarter”). 

    


    (b) Payment
      of Cash Consulting Fee: This Agreement is being given effect as of October
      1,
      2007, the date on which the Prime began to render the consulting services to
      the
      Company. No cash or stock has been paid to Prime to date. Upon execution of
      this
      Agreement, the Company will pay Prime $15,000 in cash representing the cash
      payments due for October, November and December 2007. Thereafter, the Company
      will pay the Cash Consulting Fee to Prime monthly in advance no later than
      the
      20th
      day of
      the month prior to the month in which services will be performed. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) Payment
      of Stock Consulting Fee: In connection with the Stock Consulting Fee, the
      Company will issue to Prime an amount of stock equal to the Stock Consulting
      Fee
      no later than ten (10) business days of the completion of each Quarter. The
      number of shares to be issued for each such Quarter will be determined by taking
      the sum of the shares for each month in such Quarter as the shares for each
      such
      month are determined by apportioning a number of shares equal to the amount
      of
      $15,000 as based upon the average closing price of the Company’s common stock on
      the OTC Bulletin Board for the last five business days of each month in each
      such calendar year quarterly period then ended. In connection with the payment
      of the Cash Consulting Fee, Prime shall
      be
      granted “piggyback” rights pursuant to which Prime may request that the Company
      include the stock provided as the Stock Consulting Fee in any registration
      statement filed with the Securities and Exchange Commission to register other
      common stock of the Parent (other than a registration on Form S-4 or S-8, or
      any
      successor or other forms promulgated for similar purposes) and, in connection
      therewith, the parties have executed that form of registration rights agreement
      attached hereto as Exhibit A. 

     

    (d) Adjustments:
      In the event of early termination of this Agreement by either party, Prime’s
      cash payment for the month in which the Agreement will terminate will be subject
      to a pro rata adjustment to reflect the number of days in such month that Prime
      will be providing consulting services. In the event of early termination by
      the
      Company “With Cause” or by the Prime other than for “Good Reason,” as such terms
      are defined in Section 7 hereof, Prime’s stock payment will be subject to a pro
      rata, downward adjustment to reflect the number of days during which this
      Agreement was in effect.

    


    (e) Expenses:
      The Company shall reimburse Prime for all reasonable out-of-pocket business
      expenses incurred by Prime in the performance of this Agreement. Any single
      expense amount in excess of $1,000 will require advance written approval from
      the Company.

    


    5. Status
      as Independent Contractor.
      The
      parties intend and acknowledge that Prime is acting as an independent
      contractor. The Company shall not be responsible for any withholding in respect
      of taxes or any other deductions in respect of the fees to be paid to Prime
      and
      all such amounts shall be paid without any deduction or withholding. Nothing
      in
      this Agreement shall be construed to create any partnership, joint venture
      or
      similar arrangement between the Company and Prime or to render either party
      responsible for any debts or liabilities of the 

    


    6. Indemnity
      and Limitation of Liability.
      Except
      as otherwise arising from or attributable to the gross negligence of Prime,
      the
      Company shall indemnify, protect, defend and hold Prime and its employees,
      officers, directors and shareholders harmless from and against any and all
      liabilities, claims and causes of action, including without limitation, all
      legal fees and expenses incurred by Prime and its employees, officers, directors
      and shareholders in the prosecution, defense, settlement or investigation
      thereof, that shall arise or result from the services performed by Prime
      hereunder or that may otherwise relate to this Agreement. Neither party hereto
      shall be liable to the other for any consequential, special, punitive or
      indirect damages arising out of this Agreement. The maximum liability hereunder
      of Prime shall be limited to the actual amounts of the Cash Consulting Fee
      and
      Stock Consulting Fee that it receives from the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7. Confidentiality.
      Prime
      acknowledges that in connection with the services to be rendered under this
      Agreement, Prime may be provided with confidential business information of
      the
      Company. The information will include, but not be limited to, competitive
      information pertaining to the Company’s employees, business partners, land and
      lease holdings, financial results and drilling and exploration activities.
      Prime
      agrees to keep any information or materials (the “Confidential Information”) in
      the strictest confidence and not to disclose or disseminate any such
      Confidential Information to any person, firm or other business entity except
      to
      those employees, Prime’s or other independent contractors of the Company as
      shall be necessary or advisable for the carrying out of the purposes of this
      Agreement.

    


    All
      materials relating to the business and affairs of the Company, including,
      without limitation, all manuals, documents, reports, equipment, working
      materials, lists of shareholders, customers and clients, and information
      collected or prepared by the Company or Prime in the course of Prime's
      engagement, are the property of the Company. Upon the termination of this
      Agreement for any reason, Prime shall cease the use of such materials, return
      them to the Company (including all copies and reproductions that may have been
      made or received), and delete related information from all retrieval systems
      and
      databases used by Prime

    


    Information
      will not be deemed to be Confidential Information restricted by this Section
      6
      if Prime can show that: (i) the information was in Prime’s possession or within
      Prime‘s knowledge before the Company disclosed it to Prime; (ii) the information
      was or became generally known to those who could take economic advantage of
      it;
      (iii) Prime obtained the information from a party having the right to disclose
      it to Prime without violation of any obligation to the Company, or (iv) Prime
      is
      required to disclose the information pursuant to legal process (e.g., a
      subpoena), provided that Prime notifies the Company immediately upon receiving
      or becoming aware of the legal process in question. No combination of
      information will be deemed to be within any of the four exceptions in the
      previous sentence, however, whether or not the component parts of the
      combination are within one or more exceptions, unless the combination itself
      and
      its economic value and principles of operation are themselves within such an
      exception or exceptions. 

    


    8. Termination.
      Either
      party may terminate this Agreement for any reason upon 30 days prior written
      notice, including but not limited to termination by the Company “With Cause” or
      termination by the Prime for “Good Reason”.

    


    “With
      Cause” shall be (i) Prime’s willful, material and irreparable breach of this
      Agreement, (ii) Prime’s willful dishonesty, fraud or material misconduct with
      respect to the business or affairs of the Company; (iii) Prime’s conviction for
      a felony; (iv) Prime’s gross negligence in the performance of his duties
      hereunder, or (v) Prime’s intentional nonperformance of his duties
      hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    “Good
      Reason” shall exist if the Company does not pay any material amount of
      compensation due Prime hereunder within seven (7) days of the due date thereof
      provided that Prime shall have provided the Company with written notice of
      such
      default and given the Company 3 business days to cure such default.

    


    9. Amendments,
      Modifications, Waivers, Etc.
      No
      amendment or modification to this Agreement, nor any waiver of any term or
      provision hereof, shall be effective unless it shall be in a writing signed
      by
      the party against whom such amendment, modification or waiver shall be sought
      to
      be enforced. No waiver of any term or provision shall be construed as a waiver
      of any other term or condition of this Agreement, nor shall it be effective
      as
      to any other instance unless specifically stated in a writing conforming with
      the provisions of this Section 8.

    


    10. Successors
      and Assigns.
      This
      Agreement shall be enforceable against any successors in interest, if any,
      to
      the Company and the Prime. Except as specifically provided herein, neither
      the
      Company nor the Prime shall assign any of their respective rights or obligations
      hereunder without the written consent of the other in each
      instance.

    


    11. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. 

    


    12. Notices.
      Any
      notices required or permitted to be given under this Agreement shall be
      effective upon receipt at the respective addresses in the recitals to this
      Agreement unless the address for notice to either party shall have been changed
      by a notice given in accordance with this Section 11.

    


    13. Governing
      Law; Dispute Resolution.
      This
      Agreement shall be governed by, and construed in accordance with, the
      substantive laws of the State of Texas, without regard for principals of
      conflicts of laws. Any claims, demands, differences, causes of action, disputes,
      or controversies arising out of or in connection with this Agreement shall,
      as
      far as possible, be settled amicably. Failing an amicable settlement within
      thirty (30) days of the written notification by one Party to the other of such
      difference or dispute, such difference or dispute shall be referred to
      arbitration. The arbitration shall be governed by, be conducted under, and
      finally settled in conformance with the Rules of American Arbitration
      Association in effect on the date of this Agreement. The arbitral panel shall
      be
      composed of three arbitrators. Each Party shall appoint one arbitrator within
      thirty (30) days of the filing of the arbitration, and the two arbitrators
      so
      appointed shall then select the presiding arbitrator within thirty (30) days
      after the latter of the two arbitrators have been appointed. If a Party fails
      to
      appoint its Party-appointed arbitrator or if the two Party-appointed arbitrators
      cannot reach an agreement on the presiding arbitrator within the specified
      time
      period, then the President of the American Arbitration Association shall
      nominate the remainder of the three arbitrators not yet appointed. The
      arbitration shall take place in Houston, Texas and the proceedings shall be
      in
      the English language. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have set their respective hands this 21st
      day of
      December 2007.

    


    
      	 TRUE
              NORTH
              ENERGY CORPORATION	 	 	PRIME
              NATURAL 
              RESOURCES,
                INC.

            
	 	 	 	 	 
	By:	/s/
              John
              Folnovic	 	 	/s/
              John R.
              Hager
	 	
              
Name: John
              Folnovic 	 	 	
              
Name: John
              R. Hager
	 	
              Title: President 

            	 	 	Title:
              Chief
              Financial Officer