Exhibit
      10.1

     

    NOTES
      AMENDMENT AGREEMENT

     

    This
      Notes Amendment Agreement is entered into as of the 7th day of December 2007,
      effective as of the 18th
      day of
      September 2007.

     

    Reference
      is made to (a) the Secured Term Note (the “Valens
      US Note”)
      dated
      September 18, 2007 made by True North Energy Corporation (the “Company”)
      and
      ICF Energy Corporation (“ICF”)
      in
      favor of Valens U.S. SPV I, LLC (“Valens
      US”)
      and
      (b) the Secured Term Note (the “Valens
      Offshore Note”
and
      together with the Valens US Note, the “Notes”
and
      each a “Note”)
      dated
      September 18, 2007 made by the Company and ICF in favor of Valens Offshore
      SPV
      II, Corp. (“Valens
      Offshore”
and
      together with Valens US, the “Holders”
and
      each a “Holder”).
      Capitalized terms used herein that are not defined shall have the meaning given
      to them in the Notes. 

     

    The
      Company and ICF have requested that the Holders consent to an amendment of
      the
      Notes to reflect the intention of the Company, ICF and the Holders with respect
      to the repayment schedule under the Notes, and the Holders are willing to do
      so
      on the terms and conditions set forth below.

     

    In
      consideration of the Holders’ agreement to continue to provide financial
      accommodations to the Company and ICF and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree that:

     

    1. Section
      1.3 of the Valens US Note is hereby amended by replacing (a) the amount
“$100,000” in the fifteenth and nineteenth lines thereof with the amount
“$50,010.77”, (b) the phrase “sixty percent (60%)” in the fifteenth line thereof
      with the phrase “the product of (A) 0.5001 times (B) sixty percent (60%)”, (c)
      the phrase “eighty percent (80%)” in the nineteenth line thereof with the phrase
“the product of (A) 0.5001 times (B) eighty percent (80%)” and (d) the phrase
“one hundred percent (100%) in the twenty-first line thereof with the phrase
      “the product of (A) 0.5001 times (B) one hundred percent (100%)”; and


     

    2. Section
      1.3 of the Valens Offshore Note is hereby amended by replacing (a) the amount
      “$100,000” in the fifteenth and nineteenth lines thereof with the amount
“$49,989.23”, (b) the phrase “sixty percent (60%)” in the fifteenth line thereof
      with the phrase “the product of (A) 0.4999 times (B) sixty percent (60%)”, (c)
      the phrase “eighty percent (80%)” in the nineteenth line thereof with the phrase
“the product of (A) 0.4999 times (B) eighty percent (80%)” and (d) the phrase
“one hundred percent (100%) in the twenty-first line thereof with the phrase
      “the product of (A) 0.4999 times (B) one hundred percent (100%)”. 

     

    Except
      as
      specifically amended and/or waived herein, each Note shall remain in full force
      and effect, and is hereby ratified and confirmed. The execution, delivery and
      effectiveness of this Notes Amendment Agreement shall not operate as a waiver
      of
      any right, power or remedy of either Holder, nor constitute a waiver of any
      provision of either Note. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Notes Amendment Agreement shall be binding upon and inure to the benefit of
      the
      parties hereto and their respective administrators, successors and assigns
      and
      shall be governed by and construed in accordance with the laws of the State
      of
      New York.

     

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      of the page intentionally blank.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    This
      Notes Amendment Agreement may be executed by the parties hereto in one or more
      counterparts, each of which shall be deemed an original and all of which when
      taken together shall constitute one and the same agreement. Any signature
      delivered by a party by facsimile transmission shall be deemed to be an original
      signature hereto.

     

    
      	 	
              TRUE
                NORTH ENERGY CORPORATION

            
	 	 
	 	
              By:

            	
              /s/
                John Folnovic

            
	 	
              Name:
                John Folnovic

            
	 	
              Title:
                President

            
	 	 
	 	
              ICF
                ENERGY CORPORATION

            
	 	 
	 	
              By:

            	
              /s/
                John Folnovic

            
	 	
              Name:
                John Folnovic

            
	 	
              Title:
                President

            
	 	 
	 	
              VALENS
                U.S. SPV I, LLC

            
	 	 
	 	
              By:

            	
                 Valens
                Capital Management, LLC, its 

                 investment
                manager

            
	 	 	 
	 	
              By:

            	
                 /s/
                Patrick Regan

            
	 	
              Name:
                Patrick Regan

            
	 	
              Title:
                Authorized Signatory

            
	 	 
	 	
              VALENS
                OFFSHORE SPV II, CORP.

            
	 	 
	 	
              By:

            	
                 Valens
                Capital Management, LLC, its 

                 investment
                manager

            
	 	 	 
	 	
              By:

            	
                 /s/
                Patrick Regan

            
	 	
              Name:
                Patrick Regan

            
	 	
              Title:
                Authorized Signatory