0001144204-07-050906 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser, all other Purchasers as defined thereunder, Valens U.S. SPV I, LLC, as agent for all such Purchasers, ICF Energy Corporation, a Texas corporation (“ICF”) and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrant referred to therein.

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

This Stock Pledge Agreement (this “Agreement”), dated as of September 18, 2007, among Valens U.S. SPV I, LLC (the “Pledgee”), as agent for Purchasers (as defined in the Securities Purchase Agreement (as defined below)), True North Energy Corporation, a Nevada corporation (“TNEC”), and each of the other undersigned parties, if any, (other than the Pledgee and TNEC) (TNEC and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).

Contract
True North Energy CORP • September 25th, 2007 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ICF ENERGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Contract
True North Energy CORP • September 25th, 2007 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO TRUE NORTH ENERGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

This Agreement (this “Agreement”) is dated as of the 18th day of September, 2007 among True North Energy Corporation, a Nevada corporation (“TNEC”), ICF Energy Corporation, a Texas corporation (“ICF”; and together with TNEC, the “Companies” and each a “Company”), Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), Valens Offshore SPV II, Corp, a Delaware corporation (“Valens Offshore”; and together with Valens U.S., collectively, the “Purchasers” and each a “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):

SECURITIES PURCHASE AGREEMENT VALENS U.S. SPV I, LLC, as Agent with TRUE NORTH ENERGY CORPORATION and ICF ENERGY CORPORATION Dated: September 18, 2007
Securities Purchase Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 18, 2007, by and among TRUE NORTH ENERGY CORPORATION, a Nevada corporation (“TNEC”), ICF ENERGY CORPORATION, a Texas corporation (“ICF” and together with TNEC, each a “Company” and collectively the “Companies”), and VALENS U.S. SPV I, LLC, a Delaware limited liability company, as agent (the “Agent”), and the purchasers from time to time party hereto (the “Purchasers” and, together with the Agent, the “Creditor Parties”).

PIGGYBACK REGISTRATION RIGHTS AGREEMENT
Piggyback Registration Rights Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • Texas

This Piggyback Registration Rights Agreement (this “Agreement”) is made and entered into as of the 18th day of September 2007 between True North Energy Corporation, a Nevada corporation (the “Company”), and Prime Natural Resources, Inc., a Texas corporation (the “Holder”).

AGREEMENT
Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

THIS AGREEMENT is made as of September 18, 2007 among True North Energy Corporation, a Nevada corporation (the “Parent”), ICF Energy Corporation, a Texas corporation (the “Company”), Valens U.S. SPV I, LLC (“Valens US”) and Valens Offshore SPV II, Corp. (“Valens Offshore” and together with Valens US, each a “Valens Entity” and collectively the “Valens Entities”).

Contract
True North Energy CORP • September 25th, 2007 • Crude petroleum & natural gas • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ICF ENERGY CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

VALENS U.S. SPV I, LLC c/o Valens Capital Management, LLC New York, New York 10017
Securities Purchase Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

Reference is made to (a) the Securities Purchase Agreement dated as of September 18, 2007 (as the same may be amended, supplemented, restated or modified from time to time, the “Securities Purchase Agreement”) entered into by and among True North Energy Corporation, a Nevada corporation (“TNEC”), ICF Energy Corporation, a Texas corporation (“ICF” and together with TNEC, the “Companies” and each a “Company”), and Valens U.S. SPV I, LLC, a Delaware limited liability company, as agent (the “Agent”) for itself and various other purchasers from time to time parties to the Purchase Agreement (the “Purchasers”) and (b) all documents, instruments and agreements executed in connection therewith (together with the Securities Purchase Agreement, collectively, the “Documents”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement.

MASTER SECURITY AGREEMENT
Master Security Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York
ASSIGNMENT, BILL OF SALE AND CONVEYANCE
Transportation Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • Texas

This ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this “Assignment”) is dated the 18th day of September, 2007, but effective as of the 1st day of July, 2007, at 7:00 a.m., local time where the Properties (as such term is defined below) are located (the “Effective Time”), is from PRIME NATURAL RESOURCES, INC., a Texas corporation, whose address is 2500 City West Boulevard, Suite 1750 Houston, Texas 77042 (“Seller”) to ICF ENERGY CORPORATION, a Texas corporation, whose address is 1400 Woodloch Forest Drive, Suite 530, The Woodlands, Texas 77380 (“Purchaser”).

COLLATERAL ASSIGNMENT
Collateral Assignment • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas

FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of each Assignor to Assignee and the Purchasers, now existing or hereafter arising under that certain Securities Purchase Agreement dated as of September 18, 2007 (as amended, modified, restated or supplemented from time to time, the “Purchase Agreement”) among the Assignors, Purchasers and Assignee, as agent for Purchasers, and the Related Agreements (as defined in the Purchase Agreement), each Assignor hereby assigns, transfers and sets over unto Assignee, for the ratable benefit of Assignee and the other Purchasers, its successors and assigns, all of its rights, but not its obligations, under that certain (i) Purchase and Sale Agreement effective as of July 1, 2007 between Prime Natural Resources, Inc. (“Seller”) and ICF with a limited appearance by TNEC and (ii) all of the agreements and documents by which assets or rights of the Seller are transferred to either or both Assignors (as each may

SUBORDINATION AGREEMENT
Subordination Agreement • September 25th, 2007 • True North Energy CORP • Crude petroleum & natural gas • New York

This Subordination Agreement (this “Agreement”) is entered into as of the 18th day of September, 2007, by EH&P INVESTMENTS AG, a Swiss company (the “Subordinated Lender” and VALENS U.S. SPV I, LLC, a Delaware corporation, as agent for the Purchasers under the Securities Purchase Agreement referred to below (the “Senior Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning provided such terms in the Securities Purchase Agreement.