**EXHIBIT
      4.2**





**NEITHER
      THIS NOTE, THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE, OR THE SECURITIES
      WHICH MAY BE ISSUED TO THE HOLDER OF THIS NOTE HAVE BEEN REGISTERED WITH THE
      SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
      IN
      RELIANCE UPON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND
      STATE SECURITIES LAWS PROVIDED BY REGULATION S UNDER THE SECURITIES ACT OF
      1933,
      AS AMENDED AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED, HYPOTHECATED,
      OR
      OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH REQUIREMENTS OR A WRITTEN
      OPINION OF COUNSEL ACCEPTABLE TO THE OBLIGOR THAT SUCH TRANSFER WILL NOT RESULT
      IN ANY VIOLATION OF SUCH LAWS OR AFFECT THE LEGALITY OF THEIR
      ISSUANCE.**





**CONVERTIBLE
      PROMISSORY NOTE**


US$250,000
              May
                  15, 2007




**FOR
      VALUE RECEIVED,** the
      undersigned, True North Energy Corporation, a Nevada corporation (the
      "Obligor"), hereby promises to pay to the order of EH&P Investments AG (the
      "Holder"), the principal sum of Two Hundred Fifty Thousand Dollars ($250,000)
      payable as set forth below. The Obligor also promises to pay to the order of
      the
      Holder interest on the principal amount hereof at a rate of 8% per annum, which
      interest shall be payable as set forth below. Interest shall be calculated
      on
      the basis of the year of 365 days and for the number of days actually elapsed.
      The payments of principal and interest hereunder shall be made in coin or
      currency of the United States of America which at the time of payment shall
      be
      legal tender therein for the payment of public and private debts.





This
      Note
      shall be subject to the following additional terms and conditions:





1.  Payments .
      Subject
      to prior conversion or acceleration, all principal due hereunder shall be
      payable in one (1) installment on May 15, 2010 (the “Maturity Date”). Subject to
      prior conversion or acceleration, interest shall be payable semi-annually.
      The
      first such interest payment shall be due the first day of the first month
      following 180 days from the date of this Note. Subsequent interest payments
      will
      be due and payable on the first day of the month every six months thereafter.
      Notwithstanding the foregoing, the final interest payment shall be due and
      payable on the Maturity Date. In the event that any payment to be made hereunder
      shall be or become due on Saturday, Sunday or any other day which is a legal
      bank holiday under the laws of the State of Texas, such payment shall be or
      become due on the next succeeding business day.









2.  Prepayment .
      The
      Obligor and the Holder understand and agree that the principal amount of this
      Note together with all accrued interest due thereon can be prepaid by Obligor
      at
      any time without penalty, commencing June 15, 2007.




3.  Conversion .





(a)  In
      the
      event the Obligor completes an offering (the “Offering”) of US$10,000,000 or
      more of equity or debt securities within 90 days of the date of this Note (the
      “Offering Completion Date”), this Note, including any accrued and unpaid
      interest, shall be automatically exchanged for and converted into like share
      or
      securities issued by the Obligor in the Offering on the same terms that such
      like shares or securities are purchased by subscribers in the Offering. The
      amount of like shares or securities so issued shall be based on the amount
      of
      principal and interest converted. The Holder shall effect the conversion by
      promptly surrendering this Note to the Obligor. Upon receipt of the Note, the
      Obligor will deliver or shall cause to be delivered the like shares or other
      securities of the Obligor issuable upon conversion.





(b)  Upon
      a
      conversion involving common stock of the Obligor, the Obligor shall not be
      required to issue stock certificates representing fractions of shares, but
      may
      either make a cash payment in respect of any final fraction of a share or round
      up to the next whole share of common stock.





(c)  The
      issuance of securities of the Obligor upon conversion of this Note shall be
      made
      without charge to the Holder for any documentary stamp or similar taxes that
      may
      be payable in respect of the issue or delivery of a certificate for such
      securities, provided that the Obligor shall not be required to pay any tax
      that
      may be payable in respect of any transfer involved in the issuance and delivery
      of any such certificate upon conversion in a name other than that of the
      original Holder.





(d)  Any
      and
      all notices or other communications or deliveries to be provided by the Holder
      hereunder, shall be in writing and delivered personally, by facsimile, sent
      by a
      nationally recognized overnight courier service or sent by certified or
      registered mail, postage prepaid, addressed to the attention of the Chief
      Executive Officer of the Obligor at the facsimile number or address of the
      principal place of business of the Obligor. Any and all notices or other
      communications or deliveries to be provided by the Obligor hereunder shall
      be in
      writing and delivered personally, by facsimile, sent by a nationally recognized
      overnight courier service or sent by certified or registered mail, postage
      prepaid, addressed to the Holder at the facsimile number or address of the
      Holder appearing on the books of the Obligor, or if no such facsimile telephone
      number or address appears, at the principal place of business of the Holder.





(e)  Upon
      receipt by Obligor of evidence reasonably satisfactory to Obligor of the loss,
      theft, destruction or mutilation of this Note, and, in the case of loss, theft
      or destruction, of any indemnification undertaking by the Holder to the Obligor
      in customary form and, in the case of mutilation, upon surrender and
      cancellation of this Note, Obligor shall execute and deliver to the Holder
      a new
      Note.









4.  Warrants .
      In the
      event an offering is not completed by the Offering Completion Date, common
      stock
      purchase warrants (the “Warrants”) of the Obligor shall be issued to the Holder.
      The Warrants will be exercisable for a period of three years commencing on
      the
      date of issuance of the Warrants. The number of shares of common stock of the
      Obligor issuable upon exercise of the Warrants and the exercise price will
      be
      calculated based upon the average closing price of the Obligor’s common stock
      for the 20 business days preceding the date of this Note (the “Average Price”).
      The number of shares which the Holder will be entitled to purchase upon exercise
      of the Warrants shall be calculated by dividing the principal amount of this
      Note by the Average Price. Any fractional shares resulting from said calculation
      will be rounded up to the next whole share. The exercise price of the Warrants
      shall be 140% of the Average Price. By way of example, if the Average Price
      is
      $2.00, the Warrant exercise price will be $2.80.





5.  No
      Waiver .
      No
      failure or delay by the Holder in exercising any right, power or privilege
      under
      the Note shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.
      No course of dealing between the Obligor and the Holder shall operate as a
      waiver of any rights by the Holder.





6.  Waiver
      of Presentment and Notice of Dishonor .
      The
      Obligor and all endorsers, guarantors and other parties that may be liable
      under
      this Note hereby waive presentment, notice of dishonor, protest and all other
      demands and notices in connection with the delivery, acceptance, performance
      or
      enforcement of this Note.





7.  Place
      of Payment .
      All
      payments of principal of this Note and the interest due hereon shall be made
      at
      such place as the Holder may from time to time designate in
      writing.





8.  Events
      of Default .
      The
      entire unpaid principal amount of this Note and the interest due hereon shall,
      at the option of the Holder exercised by written notice to the Obligor forthwith
      become and be due and payable, without presentment, demand, protest or other
      notice of any kind, all of which are hereby expressly waived, if any one or
      more
      of the following events (herein called "Events of Default") shall have occurred
      (for any reason whatsoever and whether such happening shall be voluntary or
      involuntary or come about or be effected by operation of law or pursuant to
      or
      in compliance with any judgement, decree or order of any court or any order,
      rule or regulation of any administrative or governmental body) and be continuing
      at the time of such notice:





(a)  if
      default shall be made in the due and punctual payment of the interest and/or
      principal of this Note when and as the same shall become due and payable,
      whether at maturity, or by acceleration or otherwise, and such default have
      continued for a period of five (5) business days following Obligor’s receipt of
      written notice from Obligor advising of such default;





(b)  if
      the
      Obligor shall:


(vii)
              admit
                  in writing its inability to pay its debts generally as they become
                  due;
  
  (viii)
              file
                  a petition in bankruptcy or petition to take advantage of any insolvency
                  act;
 
 (ix)
              make
                  assignment for the benefit of
                  creditors;
 
 (x)
              consent
                  to the appointment of a receiver of the whole or any substantial
                  part of
                  its property;
 
 (xi)
              on
                  a petition in bankruptcy filed against it, be adjudicated a
                  bankrupt;
 
 (xii)
              file
                  a petition or answer seeking reorganization or arrangement under
                  the
                  Federal bankruptcy laws or any other applicable law or statute
                  of the
                  United States of America or any State, district or territory thereof;
                  or




(c)  if
      the
      court of competent jurisdiction shall enter an order, judgment, or decree
      appointing, without the consent of the Obligor, a receiver of the whole or
      any
      substantial part of the Obligor's property, and such other, judgment or decree
      shall not be vacated or set aside or stayed with ninety (90) days from the
      date
      of entry thereof;





(d)  if,
      under
      the provisions of any other law for the relief or aid of debtors, any court
      or
      competent jurisdiction shall assume custody or control of the whole or any
      substantial part of Obligor's property and such custody or control shall not
      be
      terminated or stayed within (90) days from the date of assumption of such
      custody or control; and





(e)  if
      (i)
      the Obligor sells, licenses, or otherwise transfers all or substantially all
      of
      its assets or (ii) merges with or into another entity in a change of control
      transaction.





9.  Remedies .
      In case
      any one or more of the Events of Default specified in Section 8 hereof shall
      have occurred and be continuing, the Holder may proceed to protect and enforce
      its rights whether by suit and/or equity and/or by action law, whether for
      the
      specific performance of any covenant or agreement contained in this Note or
      in
      aid of the exercise of any power granted in this Note, or the Holder may proceed
      to enforce the payment of all sums due upon the Note or enforce any other legal
      or equitable right of the Holder.





10.  Severability .
      In the
      event that one or more of the provisions of this Note shall for any reason
      be
      held invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision of this
      Note, but this Note shall be construed as if such invalid, illegal or
      unenforceable provision had never been contained herein.





11.  Governing
      Law This
      Note and the right and obligations of the Obligor and the Holder shall be
      governed by and construed in accordance with the laws of the State of Texas.
      Any
      action to enforce this Note shall be in the federal or state courts of Texas
      situated in Harris County.









**IN
      WITNESS WHEREOF,** True
      North Energy Corporation has signed this Note as of the 15th day of May
      2007.




OBLIGOR:**TRUE
              NORTH ENERGY CORPORATION**By:
            /s/ Massimiliano
                PozzoniMassimiliano
                Pozzoni
              Chief
                Financial Officer