**EXHIBIT
      10.3**


( **BP
      America Production Company Letterhead)**





***VIA
      EMAIL AND FAX***





Mr.
      John
      I. Folnovic


True
      North Energy Corp.


1200
      Smith Street, 16 th Floor


Houston,
      Texas 77002





RE:
            Development
              Agreement, dated effective October 1, 2006,By
                and between BP America Production Company and
              True
                North Energy Corp.
              Caribou
                Prospect, Pointe Coupee Parish,
                Louisiana





Dear
      John:





BP
      America Production Company (“BP”) has drilled the BP America Production Company;
      O. Jarreau Heirs #1 well (the “Well”) to 20,087’ MD, and BP believes that the
      Well has been drilled to the base of the Tuscaloosa B-1 sand. BP has run the
      following logs in the Well and provided them to True North Energy Corp. (“True
      North”): Induction/Sonic and Neutron/Density electric logs.





In
      light
      of the expense involved with an attempted completion and installation of
      production facilities, the Well, at its current depth as evaluated, is a dry
      hole with no commercial hydrocarbon accumulations. Thus, BP hereby proposes
      to
      deepen the Well to test the amplitude anomaly at an approximate depth of 21,400’
MD and amend the definition of “Objective Zone” to allow BP and True North the
      opportunity to deepen the Well under the same terms and conditions set forth
      in
      the Agreement.





When
      and
      if this letter (the “Letter Agreement”) is executed by an authorized
      representative of both BP and True North having the express authority to amend
      the Agreement, BP and True North hereby agree to delete Section 1.28 of the
      Agreement in its entirety and replace Section 1.28 of the Agreement with the
      following:




1.28“Objective
                Zone”,
                with respect to the Initial Well, means the stratigraphic equivalent
                of
                the base of the deepest Zone penetrated in the Initial Well, or twenty-one
                thousand five hundred feet measured depth (21,500’ MD), whichever occurs
                first in the Initial Well. The term “Objective
                Zone”,
                with respect to any Substitute Well or Additional Well, means the
                deepest
                Zone to which the Substitute Well or Additional Well is proposed
                to be
                drilled as provided in the relevant AFE for such well.





Please
      execute in the designated space below and return it to the attention of the
      undersigned by fax and by overnight delivery prior to December 12, 2006 at
      5 pm
      Central Time. If BP does not receive a copy of this Letter Agreement, executed
      by an authorized representative of True North, prior to December 12, 2006 at
      5
      pm Central Time, this Letter Agreement shall automatically be deemed withdrawn
      and terminated at that time and shall be of no further force or
      effect.





Respectfully,





/s/ Peter
                W.
                FosterPeter W. FosterSenior
                Land
                Negotiator







Mr.
      John
      I. Folnovic


True
      North Energy Corp.


December
      11, 2006


Page
      2 of
      2








ACCEPTED
      AND AGREED TO ON DECEMBER 11th, 2006, BY:





BP
      AMERICA PRODUCTION COMPANY





/s/ Stacey
              J.
              GarvinStacey
                J. GarvinAttorney-in-Fact








ACCEPTED
      AND AGREED TO ON DECEMBER 11th, 2006, BY:





TRUE
      NORTH ENERGY CORP.





/s/ John
              FolnovicJohn
                FolnovicPresident
&
                CEO