EXHIBIT 4.11  







Kodiak Oil & Gas
Corp. 

1625 Broadway Suite 330 

Denver, CO 80202 

Tele: 303-592-8070 

Fax: 303-593-8071 



June 19, 2003 



CP Resources LLC

Attn:  Mr. James E. Catlin

1625 Broadway, Suite 330 

Denver, CO 80202 



	RE:  	  	
Sweetwater County, Wyoming Oil & Gas Properties

Townships 14 and 15 North, Ranges 101 and 102 West






Gentlemen, 



This Letter Agreement is made and
entered into as of the 19th day of June, 2003, effective May 5, 2003, whereby Kodiak Oil
& Gas Corp. (referred to as “Kodiak” and “Buyer”), 1625 Broadway,
Suite 330, Denver, CO 80202, agrees to buy and CP Resources LLC (“CP” and
“Seller”), 1625 Broadway, Suite 330, Denver, CO 80202, agrees to sell all of its
interests in the above captioned acreage (the “Properties”). 



On behalf of all owners of interests
in the Properties, CP entered into the attached Purchase and Sale Agreement
(“PSA”) dated the 16th day of June 2003, by and between CP Resources LLC and
Warren Resources, Inc. (“Warren”). Buyer and Seller have agreed to divide their
collective benefits under the PSA so that Seller will receive money and retain no other
interest in the Properties or the farmout agreements being transferred to Warren and the
Buyer shall retain a 20% working interest in the Properties. Now, therefore, for and in
consideration of the mutual covenants and provisions set forth below, the receipt and
adequacy of which are acknowledged, the parties agree as follows: 



Upon closing of the PSA, Kodiak
agrees to purchase and acquire and Seller agrees to sell and transfer, convey and assign
100% of its interests into the Properties, more particularly described under a Farmout
Agreement dated November 8, 2001, between True Oil Company, et. al., as Farmors, and
O’Neal Resources Corporation, et. al., as farmees (TFA), and the Farmout Agreement
dated October 29, 2001 between Stone Energy L.L.C., as Farmor, and O’Neal Resources
Corporation, as Farmee (SFA). 



     	1) 	
          Kodiak agrees to and shall issue to the order of the Seller 1,000,000 shares of
          Kodiak Common Stock (the Transaction Shares”) for 100% of the Seller’s
          interest in the TFA and the SFA, including all assets associated therewith and
          covered thereby. The 



          














Page 2 of 3

June 19th Letter Agreement 

Kodiak Oil & Gas Corp. and CP Resources LLC 






	  	
Transaction
Shares shall be issued in the amount of 600,000 to Lynn A. Peterson and 400,000 to James
E. Catlin.  






     	2) 	
          The Transaction Shares shall be subject to the resale restrictions prescribed by
          the applicable securities regulatory authorities, including escrow restrictions,
          if required by the TSX Venture Exchange (the “Exchange”). 



          



     	3) 	
          It is expressly understood that the Seller will convey and relinquish all rights
          under the TFA and SFA to Kodiak, and no continuing interests will be retained by
          the Seller. 



          



     	4) 	
          The Seller represents and warrants to the Buyer that its interest in the
          Properties, and all related agreements to which the Seller is a party, are in
          good standing and the Seller has the right and authority to transfer its
          interest in the Properties pursuant to this Agreement. 



          



     	5) 	
          Upon closing, Kodiak and the Seller also agree that all contractual obligations
          between the parties under the September 24, 2001 Letter Agreement, by and
          between the parties, shall be considered fulfilled and there shall be no further
          obligations between the parties. 



          



     	6) 	
          CP agrees to enter into a promissory note with Kodiak in the principal amount of
          US$264,000 effective June 1, 2003; such amount representing the drilling costs
          incurred by CP on behalf Kodiak ($220,000) and the associated penalty clause
          ($44,000) under the Letter Agreement dated May 31, 2002. The promissory note
          will carry an interest rate of Wells Fargo Bank Prime plus 1%. Repayment terms
          will be subject to Kodiak financing ability and will be negotiated by the Board
          of Directors for Kodiak. 



          



     	7) 	
          This Agreement is subject to being accepted for filing by the Exchange. 



          



If the terms, conditions and
provisions of this Letter Agreement meet with your approval, please execute one original
in the space provided below and return the same to CP Resources LLC, 1625 Broadway, Suite
330, Denver, CO 80202. 



Very Truly Yours,

Kodiak Oil & Gas Corp. 





/s/ Lynn A. Peterson

Lynn A. Peterson 

President 











Page 3 of 3

June 19th Letter Agreement 

Kodiak Oil & Gas Corp. and CP Resources LLC 







ACCEPTED and AGREED TO this ____day
of June 2003. 




CP Resources LLC





By:  /s/ James E. Catlin

       James E. Catlin, member