Exhibit 10.1


                          [American Pallet Letterhead]



                                                     December 23, 2005


VIA FACSIMILE

Mr. Laurence Ditkoff
Southridge Capital Management, LLC
90 Grove Street
Suite 204
Ridgefield, CT  06877

     Re:  American Pallet
          ---------------

Dear Larry:

     Reference is made to our various  discussions,  wherein we mutually  agreed
(the  "Agreement"  or  the  "Extension")  to  modify  the  Secured   Convertible
Promissory Note Due September 27, 2005 (the "Note"),  the Stock Pledge Agreement
dated as of April 27, 2005 (the "Pledge"),  and the Limited Recourse  Guarantee,
dated as of April 27,  2005 (the  "Guarantee")  (both as extended on October 20,
2005,  together the "Lending  Documents").  In this letter "we" or the "Company"
shall refer to American Pallet Leasing,  Inc., a Delaware  corporation and "you"
or "your"  shall  refer to  Brittany  Capital  Management  Limited,  a  Bahamian
corporation.  Initially  capitalized  terms used herein which are not  otherwise
defined shall have the meanings assigned thereto in the Lending Documents.

          1.   You have agreed to extend the Note from  December  31, 2005 until
               March 31, 2006.  All other terms in the note remain in effect and
               unaltered except as they may relate to the Note's Maturity Date.

          2.   We  have  agreed  that in  addition  to the  1,300,000  currently
               pledged on your  behalf,  that  additional  insider  shareholders
               pledge their  individual  holdings,  representing no less than an
               additional  1,000,000  shares  of the  stock.  We have  agreed to
               provide  you with the holding  periods for all pledged  shares at
               the time of the  pledge.  We have  agreed  that  once it  becomes
               feasible to file a  registration  statement  or a post  effective
               amendment  to the  registration  statement  currently  in review,
               consistent   with  the  rules  of  the  Securities  and  Exchange
               Commission,  that we will use our best  efforts to register  such
               shares in the event that the Note is still  outstanding.  Nothing
               in this  section will prevent your being able to sell such shares
               pursuant to Rule 144.

          3.   As  previously  agreed in the October 20, 2005,  letter,  we will
               make an  additional  tranche of shares  available to you, at your
               request,  given than 3 months  have  passed  since  your  initial
               Form144 filing.

          4.   As per the original extension,  any recovery you may have against
               sales made pursuant to Item 3 above will be credited  against the
               outstanding balance under the Note.

          5.   In  addition,  the discount on the Note will be reset from 15% to
               20%.

          6.   We have agreed to reset all warrants associated with the issuance
               of  the  Note  to  a  strike   price  of  $0.07  per  warrant  in
               consideration for the extended holding period.
<PAGE>

MR. LAURENCE DITKOFF
DECEMBER 23, 2005
PAGE 2 OF 2


          7.   We have agreed that pursuant to this  Agreement  that the Company
               shall not be considered in default  pursuant to the Note (nor any
               of the Lending Documents) by virtue of this Extension.

          8.   We have also agreed that by agreeing to this  Extension  you have
               not waived any of your rights under the Lending Documents, except
               your  right to have  originally  considered  the Note in  default
               pursuant to the original Maturity Date; moreover,  we have agreed
               that you will not be required to forebear  against any portion of
               the note that may be recovered through 144 sales.

          9.   We have  agreed  that you shall  have a  subordinate  lien on the
               assets of L&L  Lumber,  which the  Company  is in the  process of
               acquiring, behind the secured lender. As noted in your discussion
               with our attorney  today,  there may be two lenders who will have
               the senior secured portion.


     If the  foregoing  correctly  states  our  understanding,  kindly  have  an
authorized  representative of Brittany Capital  Management Limited execute where
provided  below,   wherein  this  letter  Agreement  shall  properly  amend  the
aforementioned documents as herein provided. Kindly note that this letter may be
executed in  counterparts  and via  facsimile,  each of which shall be deemed an
original but all of which shall constitute one and the same agreement.

                                        Very truly yours,

                                        AMERICAN PALLET LEASING, INC.


                                        By:
                                                 -------------------------------
                                                 James F. Crigler

                                        Its:     President & CEO
                                                 -------------------------------



Acknowledged & Agreed:                  Acknowledged & Agreed:


By:
    ----------------------------------  -------------------------------
    FOR BRITTANY CAPITAL MANAGEMENT     AS GUARANTOR
    LIMITED

                                        Acknowledged & Agreed:


                                        -------------------------------
                                        AS GUARANTOR (IF MORE THAN ONE)