CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) is entered into as of June 30, 2008 by and between TRUE NORTH ENERGY CORPORATION , a Nevada corporation, with its principal offices at 2 Allen Center, 1200 Smith Street, Houston, TX 77002 (the “Company”) and PRIME NATURAL RESOURCES, INC. with an address at 2500 CityWest Blvd, Suite 1750, Houston, TX 77042 (“Prime”).

WHEREAS, the Company wishes to engage Prime to provide accounting and related services to the Company and the Prime wishes to accept such engagement, all upon the terms and subject to the conditions contained in this Agreement;

NOW, THEREFORE, the parties hereto, in consideration of the mutual consideration and promises contained herein and intending to be bound, hereby agree as follows:

1.   Retention of Prime . The Company hereby retains Prime, and Prime agrees to be retained by the Company, upon the terms in, and subject to the conditions of, this Agreement.

2.   Term . Subject to Section 7 hereof, the term of this Agreement shall commence on July 1, 2008 (the “Effective Date”) and shall continue in effect for one year thereafter through and including June 30, 2008.

3.   Duties of Prime . During the term of this Agreement, Prime shall provide such bookkeeping, accounting and financial reporting services and work with the Company’s chief executive officer as may be directed by the Company from time to time. Prime makes NO WARRANTY, express or implied, as to merchantability, fitness for purpose sold, description, quality or productiveness concerning the services provided hereunder.

4.   Compensation .

(a)   Consulting Fee:   As compensation to Prime for the services to be rendered under this Agreement, the Company shall pay to Prime a consulting fee consisting of a monthly $5,000 cash payment (the “Cash Consulting Fee”) and grant to Prime an issuance of $60,000 in common stock of the Company (the “Stock Consulting Fee”) for each calendar year quarterly period ( i.e. , the three months ending on September 30, 2008, December 31, 2008, March 31, 2009 and June 30, 2009 and each being a “Quarter”).

(b)   Payment of Cash Consulting Fee: The Company will pay the Cash Consulting Fee to Prime monthly in advance no later than the 20 ^th day of the month prior to the month in which services will be performed.

(c)   Payment of Stock Consulting Fee: In connection with the Stock Consulting Fee, the Company will issue to Prime an amount of stock equal to the Stock Consulting Fee no later than ten (10) business days of the completion of each Quarter. The number of shares to be issued for each such Quarter will be determined by taking the sum of the shares for each month in such Quarter as the shares for each such month are determined by apportioning a number of shares equal to the amount of $20,000 as based upon the average closing price of the Company’s common stock on the OTC Bulletin Board for the last five business days of each month in each such calendar year quarterly period then ended. In connection with the payment of the Cash Consulting Fee, Prime

shall be granted “piggyback” rights pursuant to which Prime may request that the Company include the stock provided as the Stock Consulting Fee in any registration statement filed with the Securities and Exchange Commission to register other common stock of the Company (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes).

(d)   Adjustments: In the event of early termination of this Agreement by either party, Prime’s cash payment for the month in which the Agreement will terminate will be subject to a pro rata adjustment to reflect the number of days in such month that Prime will be providing consulting services. In the event of early termination by the Company “With Cause” or by the Prime other than for “Good Reason,” as such terms are defined in Section 7 hereof, Prime’s stock payment will be subject to a pro rata, downward adjustment to reflect the number of days during which this Agreement was in effect.

(e)   Expenses: The Company shall reimburse Prime for all reasonable out-of-pocket business expenses incurred by Prime in the performance of this Agreement. Any single expense amount in excess of $1,000 will require advance written approval from the Company.

5.   Status as Independent Contractor . The parties intend and acknowledge that Prime is acting as an independent contractor. The Company shall not be responsible for any withholding in respect of taxes or any other deductions in respect of the fees to be paid to Prime and all such amounts shall be paid without any deduction or withholding. Nothing in this Agreement shall be construed to create any partnership, joint venture or similar arrangement between the Company and Prime or to render either party responsible for any debts or liabilities of the

6.   Indemnity and Limitation of Liability . Except as otherwise arising from or attributable to the gross negligence of Prime, the Co