Exhibit
        10.1

      
        

OMNIBUS
        AMENDMENT 

       

      This
        AMENDMENT (this “Amendment”),
        dated
        as of November 24th, 2008, is entered into by and among TRUE NORTH ENERGY
        CORPORATION, a Nevada corporation (“TNEC”)
        and
        ICF ENERGY CORPORATION, a Texas corporation (“ICF”,
        and
        together with TNEC, each a “Company”
and
        collectively the “Companies”),
        LV
        Administrative Services, Inc., as administrative and collateral agent
        (“LV”)
        for
        each of VALENS OFFSHORE SPV I, LTD., a Cayman Islands company (“Valens
        Offshore I”),
        VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“Valens
        Offshore II”),
        VALENS U.S. SPV I, LLC., a Delaware company (“Valens
        US”)
        and
        PSOURCE STRUCTURED DEBT LIMITED, a Guernsey company (“Psource”
and
        together with Valens Offshore I, Valens Offshore II and Valens US, the
“Holders”
and
        each a “Holder”)
        for
        the purpose of amending certain terms of (i) that certain Amended and Restated
        Secured Term Note, dated as of March 31, 2008 issued by the Companies in
        favor
        of Valens Offshore II (as further amended, restated, modified and/or
        supplemented from time to time, the “First
        March 2008 Amended and Restated Term Note”)
        and
        (ii) that certain Amended and Restated Secured Term Note, dated as of March
        31,
        2008 issued by the Companies in favor of Valens US and subsequently assigned
        in
        part to Valens Offshore I and PSource (as further amended, restated, modified
        and/or supplemented from time to time, the “Second March
        2008 Amended and Restated Term Note”,
        together with the First March 2008 Amended and Restated Term Note, the
“March
        Term Notes”
and
        each, a “March
        Term Note”).
        References is also made to that Securities Purchase Agreement, dated as of
        September 18, 2007 by and among the Companies, Valens US and the purchasers
        from
        time to time party thereto (as amended, restated, modified and/or supplemented
        from time to time, the “Purchase
        Agreement”).
        Capitalized terms used herein without definition shall have the meanings
        ascribed to such terms in each of the respective March Term Notes and the
        Purchase Agreement, as applicable.

       

      WHEREAS,
        the Company and Holders, as applicable have agreed to make certain changes
        to
        each of the March Term Notes as set forth herein.

       

      NOW,
        THEREFORE, in consideration of the above, and for other good and valuable
        consideration, the receipt and sufficiency of which is hereby acknowledged,
        the
        parties hereto agree as follows:

      


      1.
        Each
        applicable Holder of each March Term Note hereby agrees that in respect of
        each
        March Term Note, for the period commencing on November 3, 2008 through and
        including December 1, 2008 (the “Deferred
        Repayment Period”),
        the
        Companies shall not be required to make the regularly scheduled Monthly Amount
        payments on any Amortization Date falling within the Deferred Repayment Period
        pursuant to the terms of Section 1.3 of such March Term Note (a “Deferred
        Payment”).
        All
        regularly scheduled Monthly Amount payments that would otherwise be payable
        on
        each March Term Note during the Deferred Repayment Period shall instead be
        payable in full on the earlier to occur of (i) the Maturity Date or (ii)
        the
        date upon which all of the Obligations arising under any March Term Note
        shall
        be declared due and payable or is otherwise paid in full. From and after
        January
        1, 2009, regularly scheduled Monthly Amount payments under each March Term
        Note
        shall be due and payable in accordance with the terms of such applicable
        March
        Term Note. Notwithstanding the foregoing, TNEC hereby covenants and agrees
        to
        provide to the Agent the calculation, in reasonable detail, of each Deferred
        Payment promptly, but in no event more than five (5) days following the
        applicable Amortization Date. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      2.
        TNEC
        hereby agrees that it shall upon execution of this Amendment issue to (i)
        Valens
        Offshore I, 399,787
        shares
        (“Valens
        Offshore I Shares”)
        of
        TNEC’s common stock, par value $0.0001 (the “Common
        Stock”),
        (ii)
        Valens Offshore II, 1,109,964
        shares
        of Common Stock (the “Valens
        Offshore II Shares”),
        (iii)
        Valens US, 121,027
        shares
        of Common Stock (the “Valens
        US Shares”)
        and
        (iv) PSource, 591,446
        shares
        of Common Stock (the “PSource
        Shares”
and
        together with the Valens Offshore I Shares, the Valens Offshore II Shares
        and
        the Valens US Shares, the “Shares”).
        The
        parties hereto agree that the fair market value of the Shares (as reasonably
        determined by the parties) hereunder is hereby designated as additional
        interest.
        The
        parties hereto further agree to file all applicable tax returns in accordance
        with such characterizations set forth above, treating each obligation to
        each
        Holder as a separate obligation, and shall not take a position on any tax
        return
        or in any judicial or administrative proceeding that is inconsistent with
        such
        characterization. Notwithstanding the foregoing, nothing contained in this
        paragraph shall, or shall be deemed to, modify or impair in any manner
        whatsoever the Company’s Obligations from time to time owing to the Holders
        under the March Term Notes.

      


      3.
        The
        Amendment set forth above shall be effective as of the date first written
        above
        written (the “Amendment
        Effective Date”)
        on the
        date when (i) each of the Companies, the Agent and the Holders shall have
        executed and each of the Companies shall have delivered to Agent its respective
        counterpart to this Amendment and (ii) TNEN shall have delivered to Agent
        the
        original stock certificates evidencing the Shares.

       

      4.
        Except
        as specifically amended herein, the March Term Notes and all other documents,
        instruments and agreements entered into in connection therewith (the
“Other
        Documents”)
        shall
        remain in full force and effect, and are hereby ratified and confirmed. The
        execution, delivery and effectiveness of this Amendment shall not operate
        as a
        waiver of any right, power or remedy, nor constitute a waiver of any provision
        of any of the March Term Notes or any of the Other Documents. This letter
        agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective heirs, executors, administrators, successors and assigns
        and shall be governed by and construed in accordance with the laws of the
        State
        of New York.

      


      5.
        The
        Companies hereby represent, warrant and covenant to the Holders that (i)
        no
        Event of Default exists on the date hereof, (ii) on the date hereof, all
        representations, warranties and covenants made by the Companies, directly
        or
        indirectly in connection with the issuance by the Companies to the Holders
        of
        the March Term Notes are true, correct and complete and (iii) on the date
        hereof, all of the Company’s covenant requirements have been met. 

      


      6.
        TNEC
        further covenants and agrees that (i) except as disclosed in TNEC’s Exchange Act
        Filing and other than shares which may be granted pursuant to this Amendment
        or
        the Other Documents, there are no outstanding options, warrants, rights
        (including conversion or preemptive rights and rights of first refusal),
        proxy
        or stockholder agreements, or arrangements or agreements of any kind for
        the
        purchase or acquisition from TNEC of any of its securities, (ii) the issuance
        of
        the Shares will not result in a change in the price or number of any securities
        of TNEC outstanding under anti-dilution or other similar provisions contained
        in
        or affecting any 


      
        
          
          

        

        
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      such
        securities, (iii) all issued and outstanding shares of Common Stock have
        been
        duly authorized and validly issued and are fully paid and nonassessable,
        (iv)
        the rights, preferences, privileges and restrictions of the Common Stock
        are as
        stated in the TNEC’s Certificate of Incorporation as amended through the date
        hereof, (v) the Shares are validly issued, fully paid and nonassessable,
        and
        will be free of any liens or encumbrances, (vi) the Shares are not subject
        to
        any preemptive rights or rights of first refusal that have not been properly
        waive or complied with, (vii) all issued and outstanding shares of TNEC’s
        capital stock have been and shall be issued in compliance with all applicable
        state and federal laws concerning the issuance of securities, and (viii)
        it will
        cooperate with the Holders in connection with all resales pursuant to Rule
        144
        under the Securities Act of 1933, as amended and provide legal opinions
        necessary to allow such resales.

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        Companies, the Agent and each Holder has caused this Amendment to be signed
        in
        its name effective as of this 24th
        day of
        November 2008.

       

      TRUE
        NORTH ENERGY CORPORATION

       

      By: /s/
        John
        Folnovic                      
   

      Name:
        John Folnovic

      Title:
        President and CEO

      


      ICF
        ENERGY CORPORATION

       

      By: /s/
        John
        Folnovic                      
   

      Name:
        John Folnovic 

      Title:
        President

      


      VALENS
        OFFSHORE SPV I, LTD.

      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

      

       

      VALENS
        U.S. SPV I, LLC

      By:
        Valens Capital Management, LLC, its investment manager

      


      
        By:
          /s/ Patrick
          Regan                       

        Name:
          Patrick Regan

        Title:
          Authorized Signatory

      

       

      PSOURCE
        STRUCTURED DEBT LIMITED

      By:
        PSource Capital Limited, its investment consultant

      


      By:
        /s/ Soondra
        Appavoo                

      Name:
        Soondra Appavoo

      Title:
        Managing Director

       

      LV
        ADMINISTRATIVE SERVICES, INC.

       

      
        By:
          /s/ Patrick
          Regan                       

        Name:
          Patrick Regan

        Title:
          Authorized Signatory

      

       

      
        
          
          

        

        
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