**EXHIBIT
        4.1**
 
 **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
                April
                    10, 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 April 10, 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 May 10, 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:
 
 (i)
              admit
                  in writing its inability to pay its debts generally as they become
                  due;
  
  (ii)
              file
                  a petition in bankruptcy or petition to take advantage of any insolvency
                  act;
 
 (iii)
              make
                  assignment for the benefit of
                  creditors;
 
 (iv)
              consent
                  to the appointment of a receiver of the whole or any substantial
                  part of
                  its property;
 
 (v)
              on
                  a petition in bankruptcy filed against it, be adjudicated a
                  bankrupt;
 
 (vi)
              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 10th day of April
        2007.
  OBLIGOR:**TRUE
                NORTH ENERGY CORPORATION**By:
              /s/ Massimiliano
                  PozziniMassimiliano
                  Pozzoni
                Chief
                  Financial Officer