Exhibit
      10.2

    POOLING
      AGREEMENT

    


    THIS
      POOLING AGREEMENT (this "Agreement"), dated effective as of July 1, 2007 (the
      "Effective Date"), is between SAVANT ALASKA, LLC, a Colorado limited liability
      company, hereinafter referred to as "Savant" or "Operator," and TRUE NORTH
      ENERGY CORP. a Nevada corporation, hereinafter referred to as "True North"
      or as
      "Non-operator." Savant and True North shall be referred to herein, individually,
      as a "Patty," and, collectively, as the "Parties."

    


    Recitals

    


    A.
      Savant
      hereby represents that it owns 100% record title and/or operating rights
      interest in that certain State of Alaska Oil & Gas Lease number ADL 390837
      dated February 1, 2007, covering certain lands in Sections 29-34, T11N, RI8E,
      Umiat Meridian, Alaska (the "Savant Lease").

    


    B.
      True
      North hereby represents that it owns 100% record title and/or operating rights
      interest in that certain State of Alaska Oil & Gas Lease number ADL 390839
      dated March 1, 2007, covering certain lands in Sections 25, 26, 35, and 36,
      Tl1N, R17E, Umiat Meridian, Alaska (the "True North Lease"). The True North
      Lease and the Savant Lease shall be referred to herein, collectively, as the
      "Leases."

    


    C.
      The
      Parties desire to pool and combine their respective interests in certain lands
      covered by the Leases in accordance with the terms and conditions of this
      Agreement.

    


    Agreement

    


    IN
      CONSIDERATION OF TEN DOLLARS ($10.00), and other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Parties hereby agree as follows:

    


    
      	 	
              1.

            	
              INTERESTS
                POOLED.
                The Parties hereby pool and combine their respective interests in
                the
                Leases insofar as, and only insofar as, the Leases cover the following
                described lands (collectively, the "Pooled
                Lands"):

            


    

    


    Savant
      Lease:

    T.11
      N., R. 18 E.. Umiat Meridian, Alaska

    Section
      29: Protracted, All tide and submerged lands shoreward of the line fixed by
      coordinates found in Exhibit A of the Final Decree in U.S. v. Alaska, No. 84
      Original, excluding ADL 312834.

    Section
      30: Protracted, All excluding ADL 312834 and less and except the
      S/2SW,

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      32: Protracted, All tide and submerged lands shoreward of the line fixed by
      coordinates found in Exhibit A of the Final Decree in U.S. v. Alaska, No. 84
      Original, less and except the SW/4, S/2SE/4, SW/4NW/4.

    


    True
      North Lease:

    T.
      11 N.,
      R. 17 E., Umiat Meridian, Alaska Section 25: NI2NE/4, SE/4NE/4

    


    
      	 	
              2.

            	
              EFFECT
                OF POOLING.
                The pooling of the interests of the Parties in the Pooled Lands shall
                have
                the following effect:

            


    

    


    (a)
      All
      costs (as defined in the Operating Agreement) incurred in the drilling,
      development and operation of the Pooled Lands shall be severally borne and
      assumed by the Parties in the following percentages (such percentages
      hereinafter referred to as "Participating Interest"):

    


    
      	
              Savant

            	 	 	
              91.50

            	
              %

            
	
              True
                North

            	 	 	
              8.50

            	
              %

            


    

    


    (b)
      All
      production (as defined in the Operating Agreement) of oil, gas and other
      substances attributable to the Pooled Lands shall be allocated, as
      follows:

    


    (i) This
      Agreement does not provide for the pooling of lessors' royalties, overriding
      royalties and other burdens on production attributable to the Leases or deemed
      leases pooled hereunder. As to each Lease within the Pooled Lands, each Party
      shall bear its respective Participating Interest share of royalty, overriding
      royalty and other burdens upon production (hereinafter referred to as "burdens")
      provided, however, that if burdens attributable to a given Lease aggregate
      in
      excess of twenty-one and two-thirds percent (21.67%) on production, the burdens
      in excess of twenty-one and two-thirds percent (21.67%) shall be borne
      exclusively by the Party contributing and committing such Lease to this
      Agreement, and provided further, that if burdens under a given Lease aggregated
      less than twenty-one and two-thirds percent (21.67%) on production, then the
      Party contributing such Lease to the Pooled Lands shall have an overriding
      royalty on production attributable to such Lease equal to the difference between
      twenty-one and two-thirds percent (21.67%) and such existing
      burdens.

    


    (ii) Subject
      to the provisions of Section 2(b)(i) above, all production of oil, gas, and
      other substances attributable to the Pooled Lands shall be severally owned
      by
      the Parties in proportion to their respective Participating
      Interest.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
      The
      ownership of the Parties in materials, equipment, and other property, in which
      they have participated in costs under Section 2(a) above, shall be in the same
      percentages as such were borne.

    


    Provided,
      however, that the foregoing provisions of this Section 2 shall be subject to
      the
      applicable provisions of the Operating Agreement (described in Section 4 below)
      with respect to non-consent operations and relinquishments of
      interest.

    


    
      	 	
              3.

            	
              INITIAL
                WELL.
                Operator shall commence the drilling of a well in Section 29, T II
                N., R.
                17 E., Umiat Meridian, Alaska, on or before March 15, 2008 (the "Initial
                Well"). The Initial Well shall be drilled to a depth of 11,000' or
                to a
                depth sufficient to test the Kemik formation, whichever is the lesser
                depth. Operator shall cause the drilling of the Initial Well at the
                expense of the Parties in accordance with all of the terms and conditions
                of this Agreement. AU costs incurred by Operator under this Agreement,
                including without limitation the costs of constructing an ice road
                and
                drilling pad, shall be borne by the Parties in accordance with their
                respective Participating Interests. As between the Parties, all operations
                on the Initial Well shall be conducted in accordance with the tenus
                and
                conditions of the Operating Agreement (described in Section 4 below).
                On
                or before 10 days after receipt by True North of an authorization
                for
                expenditure (the "AFE") for the Initial Well, True North shall return
                one
                (1) executed and approved copy of the AFE to Operator and shall pay
                to
                Operator 25% of True North's Participating Interest share of the
                estimated
                costs for the Initial Well (the "AFE Costs"). Upon the spudding of
                the
                Initial Well, True North shall pay to Operator the remaining 75%,
                of True
                North's Participating Interest share of the AFE Costs for the Initial
                Well. If drilling operations for the Initial Well are not commenced
                on or
                before March 15, 2008, this Agreement shall terminate, and Operator
                shall
                promptly return to True North the AFE Costs paid by True North to
                Operator, less True North's 8.5% Participating Interest share of
                any sunk
                costs related to the Initial Well, including but not limited to permitting
                costs, rig costs, insurance costs, bonding costs, and any other
                non-refundable costs which were incurred by Operator under the
                AFE.

            


    

    


    
      	 	
              4.

            	
              OPERATING
                AGREEMENT.
                The Parties hereby agree that all operations conducted on the Pooled
                Lands
                shall be governed by the terms and conditions of the operating agreement
                (the "Operating Agreement") attached hereto as Exhibit "A". The Operating
                Agreement shall be effective as of the Effective Date. In the event
                of a
                conflict between the terms and conditions of this Agreement and the
                Operating Agreement, the terms and conditions of this Agreement shall
                control and govern the point in
                conflict.

            


    

    


    
      	 	
              5.

            	
              TITLES.
                Each of the Parties hereby represents, but does not warrant, that
                it's the
                100% record title/operating rights interest owner of the respective
                Lease
                it has contributed to this Agreement. Prior to the commencement of
                actual
                drilling in the Initial Well, Operator may, but shall not be obligated
                to,
                obtain title opinions covering the Pooled Lands at the joint expense
                of
                the Parties, for verifying the interests of the Parties. In the event
                of
                any material defect of title, the Party that contributed the said
                Lease to
                this Agreement shall take prompt action to cure such defect to Operator's
                satisfaction. If the title defect is not cured prior to the drilling
                of
                the Initial Well, this Agreement shall terminate in accordance with
                Section 6(d) herein. In the event any title subject hereto is lost
                for any
                reason after the Initial Well is drilled, the Patty whose title is
                lost
                shall use its reasonable efforts in good faith to reacquire the same,
                and
                such reacquired interests shall be subject to and burdened by the
                terms
                and conditions of this Agreement, but regardless of whether such
                Party
                reacquires such interests, the percentages set forth in Section 2(a)
                above
                shall remain the same.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              TERM.
                This Agreement shall become effective as of the date first above
                written
                and shall terminate upon the first to occur of the following
                events:

            


    

    


    
      	
            	
              (a)

            	
              True
                North fails to pay to Operator, 25% of True North's Participating
                Interest
                share of the AFE Costs as provided in Section 3
                above;

            


    

    
      	
            	
              (b)

            	
              True
                North fails to pay to Operator, the remaining 75% of True North's
                Participating Interest share of the AFE Costs upon the spudding of
                the
                Initial Well;

            


    

    
      	
            	
              (c)

            	
              Operator
                does not commence operations for' the Initial Well on or before March
                15,
                2008;

            


    

    
      	
            	
              (d)

            	
              a
                material title defect of a Lease is discovered and not cured prior
                to the
                drilling of the Initial Well:

            


    

    
      	
            	
              (e)

            	
              the
                Initial Well is completed as a dry hole or as a well determined to
                be
                incapable of production at sufficient rates and sufficient reserves
                to
                justify development on a field
                basis;

            


    

    
      	
            	
              (f)

            	
              all
                wells within the Pooled Lands, or lands unitized therewith, are no
                longer
                capable of producing oil and or gas in commercial quantities and
                are
                plugged and abandoned; 01' '

            


    

    
      	
            	
              (g)

            	
              the
                mutual agreement of the Parties to terminate the
                Agreement.

            


    

    


    Notwithstanding
      anything to the contrary, the termination of this Agreement shall not relieve
      any Party from any liability or obligation which has accrued prior to such
      termination.

    


    
      	 	
              7.

            	
              AUTOMATIC
                TERMINATION AS TO CERTAIN DEPTHS.
                At such time as the Initial Well on the Pooled Lands has been drilled
                to
                its total depth, this Agreement shall automatically terminate as
                to all
                depths and formations lying 100' below the stratigraphic equivalent
                of the
                total depth encountered in the drilling of the Initial Well, and
                thereafter the provisions of this Agreement shall apply only to depths
                and
                formation lying above said depth.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              8.

            	
              RENTALS.
                Notwithstanding anything in the Operating Agreement to the contrary,
                during the term of this Agreement, Savant shall pay all annual delay
                rentals ("Rentals") for the Savant Lease, and True North shall pay
                all
                Rentals for· the True North Lease; provided, however that no Party shall
                be liable to the other Party for the failure to pay Rentals, except
                to the
                extent of such Patty's gross negligence or willful misconduct. If
                any
                Patty desires to release, surrender, abandon or let expire all or
                any
                portion of the Leases, such Party shall deliver written notice to
                the
                other Party not less than ninety (90) days in advance of such release,
                surrender, abandonment or expiration and, if so requested in writing
                by
                the other Party, shall assign such interests to such other Party
                on or
                before seven (7) clays after receipt of such other Patty's written
                request.

            


    

    


    
      	 	
              9.

            	
              EXTENSIONS
                AND RENEWALS.
                The terms and conditions of this Agreement shall automatically apply
                to
                and burden all extensions or renewals of each Lease, 01' any portion
                thereof, acquired by any Patty, or any of their successors or assigns,
                on
                or before three (3) years after the expiration of such Lease, so
                that the
                Patties, and their successors and assigns, shall own the same interests
                in
                said renewal or extension of such Lease as they owned under such
                Lease,
                regardless of whether said renewal or extension of such Lease covers
                only
                a portion of the land covered by the expiring
                Lease.

            


    

    


    
      	 	
              10.

            	
              NOTICES.
                Notice shall be given in the manner provided for in the Operating
                Agreement at the following
                addresses:

            


    

    


    
      	
              Savant
                Alaska, LLC

            	
              True
                North Energy Corp.

            
	
              730
                - 17th Street, Ste. 410

            	
              1200
                Smith Street, 16th Floor

            
	
              Denver,
                CO 80202

            	
              Houston,
                TX 77002

            
	
              Attn:
                Mr. Greg Vigil

            	
              Attn:
                Mr. John Folnovic

            


    

    


    
      	 	
              11.

            	
              NO
                ASSIGNMENT. There shall be no cross-assignment of legal title in
                and to
                the interests in and to the Leases severally held by the Parties,
                but such
                interests of the Parties in the Pooled Lands shall be held subject
                to the
                terms of this Agreement.

            


    

    


    
      	 	
              12.

            	
              RECITALS.
                All of the recitals contained in this Agreement are hereby incorporated
                herein, and shall be binding upon the Parties as if expressly stated
                in
                the body of this Agreement.

            


    

    


    
      	 	
              13.

            	
              RELATIONSHIP.
                It is not the intention of the Parties to create a partnership, joint
                venture, mining partnership or association; and neither this Agreement
                nor
                the operations hereunder shall be construed as creating such a
                relationship. The liability of the Parties under this Agreement shall
                be
                several and separate, and not joint or collective, and each Party
                shall be
                responsible for its obligations only. Nothing contained herein shall
                be
                construed to constitute either Party to be the partner of the other
                Party.
                The Parties hereby expressly disclaim, waive and release any and
                all
                fiduciary duties between the Parties hereunder. The relationship
                of the
                leasehold owners under an Operating Agreement shall be as specified
                in
                such Operating Agreement.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              14.

            	
              EFFECT
                OF AGREEMENT. This Agreement shall be deemed to be covenants running
                with
                the land, and a burden upon each Party's interest in the Pooled Lands
                for
                the benefit of the other Party's interest in the Pooled Lands. This
                Agreement shall be binding upon and inure to the benefit of Savant
                and
                True North, and their respective successors and
                assigns.

            


    

    


    
      	 	
              15.

            	
              COUNTERPARTS.
                This Agreement may he executed in one or more counterparts, each
                of which
                shall be deemed to be an original, but all of which shall be deemed
                to be
                one agreement.

            


    

    


    EXECUTED
      to be
      effective for all purposes as of the Effective Date.

    

      
        	
                SAVANT
                  ALASKA, LLC

              	 	
                TRUE
                  NORTH ENERGY CORP.

              
	
                By:
                  Savant Resources LLC, Its Manager

              	 	 
	
                By:
                  Savant Operating Company,

              	 	 


      

      
        	
                Its
                  Manager

              	 	
                By:

              	
                /s/
                  John Folnovic, President

              
	 	 	 	
                John
                  Folnovic, President

              


      

      
        	
                By:

              	
                /s/
                  Patterson Shaw, President

              	 	 
	 	
                Patterson
                  Shaw, President