Exhibit 10.3
 IVANHOE ENERGY INC.
 FIXED AND FLOATING CHARGE DEBENTURE
 dated as of July 11, 2008




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TABLE OF CONTENTS
 Article 1  PROMISE TO PAY
    
    
    11.1     Promise to Pay
    
    
    11.2     Interest
    
    
    1Article 2  INTERPRETATION
    
    
    12.1     Defined Terms
    
    
    12.2     Industry Terms
    
    
    52.3     Time
    
    
    62.4     Schedules
    
    
    62.5     References
    
    
    62.6     Headings
    
    
    62.7     Currency
    
    
    62.8     Usage
    
    
    62.9     Knowledge or Awareness
    
    
    7Article 3  REPRESENTATIONS AND WARRANTIES
    
    
    73.1     Representations and Warranties
    
    
    73.2     Survival
    
    
    9Article 4  COVENANTS
    
    
    94.1     Covenants
    
    
    9Article 5  SECURITY
    
    
    145.1     Mortgage, Charge and Security Interest
    
    
    145.2     Last Day of Leases
    
    
    155.3     Contractual Rights
    
    
    155.4     The Secured Party Not Liable
    
    
    155.5     Valid Irrespective of Incurring Obligations
    
    
    155.6     Separate Security
    
    
    155.7     Amalgamations
    
    
    165.8     Guarantees
    
    
    16Article 6  SECURED PARTY RIGHTS
    
    
    166.1     The Secured Partys Right to Perform
    
    
    166.2     Payment of Costs
    
    
    176.3     Further Security
    
    
    17Article 7  PARTIAL RELEASES
    
    
    187.1     Eminent Domain
    
    
    187.2     Partial Release
    
    
    18Article 8  SUPPLEMENTAL DEBENTURES AND MODIFICATIONS
    
    
    188.1     Supplemental Debentures
    
    
    188.2     One Debenture
    
    
    18Article 9  DEFAULT
    
    
    199.1     Security Becomes Enforceable
    
    
    199.2     Receiver Appointed by the Secured Party
    
    
    209.3     Receiver Appointed by the Court
    
    
    219.4     Consultant Appointed by the Secured Party
    
    
    229.5     Right of Possession, Collection, Sale, etc.
    
    
    229.6     Retention of Mortgaged Property
    
    
    229.7     Remedies under the PPSA
    
    
    239.8     Specific Performance, Foreclosure, etc.
    
    
    23




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- 2 - 9.9     Effect of Appointment of Receiver
    
    
    239.10   Costs and Expenses
    
    
    239.11   Notice
    
    
    249.12   Power of Attorney
    
    
    249.13   Remedies Cumulative, Waiver of Defaults
    
    
    249.14   Disposition of Amounts
    
    
    249.15   Collection of Accounts
    
    
    259.16   Trust During Stay
    
    
    259.17   Rights of Third Parties
    
    
    259.18   Judgment Against the Corporation
    
    
    269.19   Conflict with Laws
    
    
    269.20   Insolvency Proceedings
    
    
    26Article 10  DEFEASANCE
    
    
    2710.1   Defeasance
    
    
    27Article 11  SEVERABILITY
    
    
    2711.1   Severability
    
    
    27Article 12  NOTICES
    
    
    2812.1   Notices
    
    
    28Article 13  ASSIGNMENTS
    
    
    2813.1   Assignments
    
    
    28Article 14  INDEMNITIES
    
    
    2914.1   No Liability for Error of Judgment
    
    
    2914.2   No Liability in Receivership
    
    
    2914.3   Indemnity respecting Payments
    
    
    2914.4   General Indemnity
    
    
    30Article 15  GENERAL
    
    
    3015.1   Enurement
    
    
    3015.2   Waiver
    
    
    3015.3   Waiver of Presentment
    
    
    3115.4   Delay Not Waiver
    
    
    3115.5   Further Assurances
    
    
    3115.6   Governing Law
    
    
    3115.7   Pledge
    
    
    3115.8   Time is of the Essence
    
    
    3115.9   No Set-off or Counterclaim
    
    
    3215.10 Additional Security
    
    
    3215.11 Copy Received
    
    
    3215.12 Dealings by Secured Party
    
    
    3215.13 Acknowledgement
    
    
    32




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FIXED AND FLOATING CHARGE DEBENTURE
 DATE:
    
    July 11, 2008SECURED
    
    Talisman Energy CanadaPARTYS
    
    Suite 2000, 888-3rd Street SWADDRESS:
    
    Calgary, Alberta T2P 5C5
 ARTICLE 1  PROMISE TO PAY
 1.1
    
    Promise to PayIVANHOE ENERGY INC.(the Corporation), a corporation incorporated under the laws of the
Yukon Territory, for value received hereby acknowledges itself indebted and promises to pay,
on demand, to or to the order of the Secured Party (as hereinafter defined), the principal
sum of Sixty Seven Million Five Hundred Thousand Dollars ($67,500,000) (the Principal Sum)
in lawful money of Canada, together with all accrued and unpaid interest thereon and all
other amounts due to the Secured Party under the terms hereof at the Secured Partys address
hereunder, or at such other place as the Secured Party may designate by notice in writing to
the Corporation. Notwithstanding the Principal Sum of this Debenture and the interest rate
provided for herein on such Principal Sum, the obligations secured by the deposit to the
Secured Party of the Debenture as provided for herein shall not exceed the amount of the
Liabilities.1.2
    
    InterestThe Principal Sum shall bear and accrue interest at the Interest Rate from the date hereof
until paid, both before and after default and/or judgment (to the extent permitted by
Applicable Law).
 ARTICLE 2  INTERPRETATION
 2.1
    
    Defined Terms
  (a)
    
    the words Accessions, Accounts, Chattel Paper, Documents of Title,
Goods, Instruments, Intangibles, Inventory, Money, Proceeds, and
Investment Property (including any singular or plural variation thereof whenever used
herein) shall have the respective meanings given to such words in the PPSA;(b)
    
    Account Debtor shall mean a Person who is obligated to pay any Account,
Chattel Paper and Instrument forming part of the Mortgaged Property;




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- 2 - (c)
    
    Applicable Law shall mean any statute, law, bylaw, rule or regulation or any
judgment, order, writ, injunction, decree or direction of any Governmental Entity to
which a specified person or property is subject;(d)
    
    Applicable Securities Laws means all applicable Canadian and U.S. securities
regulations, including the rules, regulations, notices, instruments and policies of the
Securities Commissions;(e)
    
    Asset Transfer Agreement shall mean that certain asset transfer agreement
dated July 11, 2008 between the Corporation and the Secured Party;(f)
    
    Business Day shall mean a day, excluding Saturday and Sunday, on which
banking institutions are open for business in Calgary, Alberta, Toronto, Ontario and
Vancouver, British Columbia;(g)
    
    Contractual Rights shall have the meaning ascribed thereto in Section 5.3;(h)
    
    Corporation shall mean Ivanhoe Energy Inc. and its successors and permitted
assigns;(i)
    
    Crude Bitumen means a viscous mixture, mainly of hydrocarbons heavier then
pentane, that may contain sulphur compounds;(j)
    
    Debenture shall mean this Debenture, as same may be amended, modified,
supplemented or restated from time to time;(k)
    
    Encumbrance shall mean any mortgage, pledge, lien, charge, assignment,
hypothecation, security interest, title retention or any other security arrangement
howsoever created or arising and whether perfected or not;(l)
    
    Event of Default shall have the meaning ascribed thereto in Section 9.1;(m)
    
    Excluded Securities means all present and after-acquired shares or other
securities of the Corporation in the capital of:
 (i)
    
    every existing Subsidiary (as defined in the Asset Transfer
Agreement); and(ii)
    
    every subsidiary of the Corporation created, acquired or coming
into existence after the date hereof,
 but excluding in all events the shares, partnership interests and other equity
interests in and to the Affiliates, partnerships and subsidiaries as set forth in
Section 4.1(r);(n)
    
    Governmental Entity shall mean any court or tribunal in any jurisdiction or
any federal, territorial, provincial, municipal or other governmental body, agency,
authority, department, commission, board or instrumentality;




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- 3 - (o)
    
    Hedging Arrangements has the meaning ascribed to that term in Section 4.1(u);(p)
    
    Indebtedness shall mean all present and future indebtedness and liability of
the Corporation to the Secured Party arising in connection with or pursuant to, or as
evidenced by, the Asset Transfer Agreement and the Notes;(q)
    
    Intellectual Property means all present and after acquired intellectual or
industrial property of the Corporation, including, without limitation, all, Canadian
and Non-Canadian, patents, patent applications, inventions, copyright (whether
registered or not), copyright applications, trademarks, (whether registered or not),
trademark applications, trade names, moral and personality rights, industrial designs
(whether registered or not), industrial design applications, trade secrets, know-how,
confidential and other proprietary information, and contractual rights and any and all
covenants not to compete in favour of the Corporation, and all income, royalties,
damages, payments and claims now and hereafter due and or payable to the Corporation
with respect thereto; including, but without limitation, the Intellectual Property, if
any, described in Schedule B.(r)
    
    Interest Rate shall mean the annual rate of interest equal to the Prime Rate
plus five (5) percent, calculated daily and not compounded;(s)
    
    LaSalle Credit Agreement means the credit agreement dated as of October 30,
2006 among Ivanhoe Energy (USA) Inc., as borrower, the Corporation and certain other
persons, as guarantors, LaSalle Bank, National Association, as administrative agent and
issuing lender, and the financial institutions from time to time party thereto;(t)
    
    LaSalle Guaranty means the continuing guaranty agreement dated as of October
30, 2006 from the Corporation and certain other persons, as guarantors, to LaSalle
Bank, National Association;(u)
    
    LaSalle Security Agreement means the security agreement and pledge dated as
of October 30, 2006 from the Corporation to LaSalle Bank, National Association;(v)
    
    Liabilities shall mean the liabilities and obligations, present or future,
direct or indirect, absolute or contingent, matured or not, at any time owing by the
Corporation to the Secured Party under or in connection with each of the Transaction
Documents and every party of such liabilities and obligations;(w)
    
    Material Adverse Effect means an effect which, taking into account all
relevant circumstances would reasonably be expected to be:
 (i)
    
    materially adverse to the Corporations ability to perform its
obligations under the Transaction Documents; or




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- 4 - (ii)
    
    materially prejudicial to the validity, enforceability or
intended priority of the Security.
 (x)
    
    Mortgaged Property has the meaning ascribed to that term in Section 5.1;(y)
    
    Notes shall mean the two promissory notes dated as of the date hereof granted
by the Corporation in favour of the Secured Party in the amounts of $12,500,000 and
$40,000,000 respectively, as such notes may be amended, modified, supplemented or
restated from time to time;(z)
    
    Oil Sands shall mean:
 (i)
    
    sands and other rock materials containing Crude Bitumen;(ii)
    
    the Crude Bitumen contained in those sands and other rock
materials; and(iii)
    
    any other hydrocarbon or mineral substances, other than
natural gas, in association with that Crude Bitumen or those sands and other
rock materials referred to in subsections (i) and (ii);
 (aa)
    
    Oil Sands Leases shall mean those leases described in Exhibit 1 to Schedule
A hereto, as such leases may be amended, modified, supplemented, restated or replaced
from time to time, together with all other instruments that may be issued pursuant
thereto or in connection therewith from time to time;(bb)
    
    PPSA shall mean the Personal Property Security Act(Alberta) as amended;(cc)
    
    Permitted Encumbrances shall have the meaning ascribed thereto in the Asset
Transfer Agreement; provided that Permitted Encumbrances shall include (i) any liens
or security on the Specifically Mortgaged Property ranking subsequent to or subordinate
to the Security where the holder of such lien or security has entered into an
intercreditor or subordination agreement satisfying the requirements set forth in
clause 13.1(a) of the Asset Transfer Agreement and (ii) such Encumbrances on the
Mortgaged Property other than the Specifically Mortgaged Property (which for greater
certainty shall include any personal property that may form part of, or constitute
proceeds from, such Specifically Mortgaged Property) or the Pledged Shares (as that
term is defined in the Asset Transfer Agreement);(dd)
    
    Person shall mean an individual, firm, partnership, company, corporation,
Governmental Entity, unincorporated body of persons or association or other entity
recognized by law;(ee)
    
    Principal Sum shall mean Sixty Seven Million Five Hundred Thousand Dollars
($67,500,000) in lawful money of Canada;(ff)
    
    Product shall mean any products obtained pursuant to the Oil Sands Leases by:
 (i)
    
    processing Oil Sands, Crude Bitumen or derivatives of Crude
Bitumen, or




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- 5 - (ii)
    
    by reprocessing a product referred to in subclause (i),
 and includes any products obtained by any subsequent reprocessing of the products
obtained under subclauses (i) and (ii);
 (gg)
    
    Receivables shall mean all debts, claims and choses in action (including,
without limitation, Accounts and Chattel Paper) now or in the future due or owing to or
owned by the Corporation;(hh)
    
    Receiver shall mean any receiver appointed (whether pursuant to court order
or otherwise) as hereinafter contemplated or provided for, and shall include a
receiver, manager and a receiver manager;(ii)
    
    SEC means the United States Securities and Exchange Commission;(jj)
    
    Secured Party shall mean Talisman Energy Canada, and its successors and
permitted assigns;(kk)
    
    Securities Commissions means the securities commissions or securities
regulatory authorities in each of the provinces of Canada and the Yukon Territory, and
the SEC;(ll)
    
    Security shall mean the mortgages, charges and security interests referred to
in Section 5.1, created or intended to be created by this Debenture;(mm)
    
    Specifically Mortgaged Lands shall mean the lands described in Exhibit 1 to
Schedule A hereto, together with any and all lands which may now or hereafter be
pooled, unitized or otherwise combined therewith, and including all Oil Sands and other
hydrocarbons within, upon or under such lands;(nn)
    
    Specifically Mortgaged Property has the meaning ascribed thereto in Section
5.1(a);(oo)
    
    Taxes shall mean all ad valorem, property, occupation, gathering, pipeline,
regulating, windfall profit, severance, gross production, sales, GST, excise and other
taxes and governmental charges and assessments imposed upon the Corporation or its
assets excluding income taxes;(pp)
    
    Transaction Documents shall mean this Debenture, the Asset Transfer Agreement
and the Notes; and(qq)
    
    Wells shall mean the wells now or hereafter located on the Specifically
Mortgaged Lands.
 2.2
    
    Industry Terms




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- 6 - 2.3
    
    Time
  2.4
    
    Schedules
  Schedule A
    
    Specifically Mortgaged Property,
Specifically Mortgaged Lands and 
Oil Sands LeasesSchedule B
    
    Intellectual Property
 2.5
    
    References
  2.6
    
    Headings
  2.7
    
    Currency
  2.8
    
    Usage
  (a)
    
    words importing the singular shall include the plural and vice versa;(b)
    
    words importing gender shall include the masculine, feminine and neuter
genders; and(c)
    
    references to any statute shall extend to any orders-in-council or regulations
passed under and pursuant thereto, or any amendment or re-enactment of such statute,
orders-in-council or regulations, or any statute, orders-in-council or regulations
substantially in replacement thereof.




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- 7 - 2.9
    
    Knowledge or Awareness
  ARTICLE 3  REPRESENTATIONS AND WARRANTIES
 3.1
    
    Representations and Warranties
  (a)
    
    the Corporation is a corporation duly organized, validly subsisting and in good
standing under the laws of its jurisdiction of incorporation and duly registered,
validly subsisting and authorized to carry on business in the jurisdictions in which
the Specifically Mortgaged Property is located; the Corporation has all requisite
corporate authority and power to carry on its business and to own its properties and
assets;(b)
    
    the Corporation has taken all necessary corporate actions and has all requisite
capacity, power and authority to enter into this Debenture and the other Transaction
Documents, and to perform all other obligations of the Corporation under this Debenture
and the other Transaction Documents (including the issuance of securities upon the
conversion of the convertible Note);(c)
    
    this Debenture and the other Transaction Documents have been duly executed and
delivered by it and constitute legal, valid, binding and enforceable obligations of the
Corporation subject to the qualification that such enforceability may be subject to:
 (i)
    
    bankruptcy, insolvency, fraudulent preference, reorganization
or other laws affecting creditors rights generally; and(ii)
    
    general principles of equity (regardless of whether such
enforceability is considered in a proceeding at equity or law);
 (d)
    
    the consummation by the Corporation of the transactions contemplated herein
will not, in any material respect, violate, be in breach of, or conflict with any of
the constating documents, charter, by-laws or other governing documents of the
Corporation or any provision of any material agreement or instrument to which the
Corporation is party or by which the Corporation, its shares or the Specifically
Mortgaged Property are bound, or any Applicable Law;




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- 8 - (e)
    
    the Corporation meets all qualification requirements of all Governmental
Entities and under Applicable Laws to purchase, accept and hold the Specifically
Mortgaged Property;(f)
    
    none of the Securities Commissions, the Toronto Stock Exchange and NASDAQ has
issued any order which is currently outstanding preventing or suspending trading in any
securities of the Corporation, and the Corporation is not in default of any material
requirement of Applicable Securities Laws except where such default could not
reasonably be expected to have a Material Adverse Effect;(g)
    
    upon conversion of the Convertible Note in accordance with its terms, the
securities so issued will be validly issued as fully paid and non-assessable securities
of the Corporation;(h)
    
    this Debenture is granted in accordance with resolutions of the directors of
the Corporation and all necessary corporate action has been taken so as to authorize
and make the execution and delivery of this Debenture and the performance of the
obligations of the Corporation hereunder legal, valid and binding and enforceable by
the Secured Party against the Corporation and the Mortgaged Property in accordance with
its terms;(i)
    
    the Corporation confirms that, except for the Permitted Encumbrances,
 (i)
    
    it has not assigned, mortgaged or in any way alienated or
encumbered all or any portion of its interest in the Specifically Mortgaged
Property; and(ii)
    
    it has good right and lawful authority to charge the Mortgaged
Property in accordance with Section 5.1;
 (j)
    
    as of the date hereof, the address of the Corporations chief executive office
is Vancouver, British Columbia and the Corporation, through its subsidiaries, carries
on business only in the Province of Alberta, the States of California and Texas and in
the Peoples Republic of China;(k)
    
    the Specifically Mortgaged Property is free and clear of all Encumbrances and
adverse claims created by, through or under the Corporation other than (i) the Security
and (ii) the Permitted Encumbrances; except for the Permitted Encumbrances, there is no
fact or circumstance in existence which could support the registration, exercise or
enforcement of any Encumbrance created by, through or under the Corporation against the
Mortgaged Property;(l)
    
    the Corporation has obtained all consents, waivers and other similar
instruments that may be required under the LaSalle Credit Agreement, the LaSalle
Guaranty and the LaSalle Security Agreement (and any instruments issued in connection
therewith) in connection with the execution and delivery of this Debenture and the
other Transaction Documents, and the performance of the Corporations obligations
hereunder and thereunder;




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- 9 - (m)
    
    no default or Event of Default exists or would be reasonably expected to result
from the incurring of the Indebtedness by the Corporation or the execution, delivery or
performance of this Debenture and the other Transaction Documents;(n)
    
    upon the occurrence of an Event of Default the Secured Party shall be entitled
to quiet possession of the Specifically Mortgaged Property free from all Encumbrances
except for the Permitted Encumbrances subject to bankruptcy and insolvency laws and
other similar laws of general application affecting the enforcement of creditors; to
the discretion of the courts in granting equitable remedies, and to general principles
of law and equity; and(o)
    
    the Corporation is the owner of the Intellectual Property applications and
registrations (if any) described in Schedule B; to the best knowledge of the
Corporation, there are no outstanding claims of ownership by third parties in respect
of such registrations and applications; and all are valid and in good standing.
 3.2
    
    Survival
  ARTICLE 4  COVENANTS
 4.1
    
    Covenants
  (a)
    
    to pay the Indebtedness and other monies hereby secured in accordance with the
terms of this Debenture and the other Transaction Documents;(b)
    
    to advise the Secured Party promptly in reasonable detail of:
 (i)
    
    any change in the location of the chief executive office of the
Corporation;(ii)
    
    any additional places where the Corporation is carrying on
business;(iii)
    
    any acquisition of any additional lands in connection with the
Specifically Mortgaged Property and any rights acquired in connection
therewith;
 (c)
    
    to comply with each and every term, covenant, condition and agreement under the
Transaction Documents and to not do anything which would result in a breach of the
Transaction Documents that may have a Material Adverse Effect;




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- 10 - (d)
    
    that it will furnish to the Secured Party:
 (i)
    
    annual audited consolidated financial statements of the
Corporation within ninety (90) days after each fiscal year end, together with
notes thereto as required by Canadian generally accepted accounting principles;(ii)
    
    such periodic reports (including any reserve reports it obtains
or receives in connection with all or any of the Specifically Mortgaged
Property) and filings the Corporation makes with securities commissions, if
any, that the Corporation is also obligated to provide to any of its
shareholders; and(iii)
    
    a quarterly report within forty-five (45) days after each
fiscal quarter end containing a copy of any reserve reports it obtains or
receives in connection with all or any of the Specifically Mortgaged Property,
and such other production, exploration, development, financial, environmental
and other information pertaining to the Specifically Mortgaged Property as
customarily prepared by the Corporation for its own purposes or for disclosure
to the public or which relates to a material matter in respect of the
Specifically Mortgaged Property,
 provided that the Corporation shall be deemed to have made such delivery of such
information if it shall have made timely disclosure of such information on SEDAR
(at the date of this Debenture located on the world wide web at
http://www.sedar.com);(e)
    
    that it will give the Secured Party prompt notice of any Event of Default or
any event which, with notice or lapse of time, or both, could reasonably be expected to
have a Material Adverse Effect or could reasonably be expected to constitute (with the
passage of time or otherwise) an Event of Default and specify in such notice the nature
of the event and the steps taken or proposed to be taken to remedy same;(f)
    
    that it will: (i) maintain its properties and title thereto (including the
Specifically Mortgaged Property); (ii) maintain, repair and keep in good working order
and condition its property and assets; (iii) carry on and continuously conduct its
business; and (iv) operate its hydrocarbon assets for which it is operator, in
accordance with good oilfield practices, accepted industry standards except to the
extent failure to do so would not reasonably be expected to have, singly or in the
aggregate, a Material Adverse Effect;(g)
    
    that it will comply with all Applicable Laws including, without limitation, all
Applicable Laws relating to the environment, and it will obtain and maintain in good
standing at all times those permits, licenses, instruments and other authorizations
which are required pursuant to Applicable Law to operate its business, including all
necessary environmental permits, except to the extent failure to do so would not
reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect;




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- 11 - (h)
    
    that it will provide to the Secured Party as soon as reasonably practicable
upon receiving a request therefor from the Secured Party, any and all reports, studies,
information and documents the Secured Party may reasonably request respecting the
environmental condition of the Specifically Mortgaged Land, or any liability the
Corporation may have for environmental claims or damage relating thereto;(i)
    
    that it will promptly upon acquiring knowledge thereof, notify the Secured
Party of the discovery of any contaminant or of any release of a contaminant into the
environment from or upon the Specifically Mortgaged Land which contaminant or release
could reasonably be expected to have a Material Adverse Effect;(j)
    
    that it will obtain and maintain in full force and effect such policies of
insurance in such amounts, with such deductibles and issued by insurers of recognized
standing covering the Specifically Mortgaged Property as are customarily maintained by
Persons engaged in the same or a similar business in the localities where its
properties and operations are located and it will deliver to the Secured Party upon
request evidence that all such policies of insurance are in full force and effect; the
loss payable clauses or provisions in said insurance policies insuring any of the
Specifically Mortgaged Property shall be endorsed in favor of and name the Secured
Party as the first loss payee, and such policies shall also name the Secured Party as
an additional insured and provide that the insurer will give at least thirty (30)
days prior notice of any cancellation to the Secured Party;(k)
    
    that it will file all income tax returns which are or will be required to be
filed, pay or make provision for payment of all taxes, levies (including without
limitation income taxes, GST, withholding taxes and property taxes), assessments,
deductions at source (including without limitation Canada Pension Plan and Employment
Insurance deductions, and Workers Compensation Board premiums, assessments, claims and
charges), crown royalties, severance taxes and all other financial obligations
(including interest and penalties) to any Governmental Entity, to any regulatory
authority or agency, and to any other Person having similar lien rights which are or
will become due and payable, and provide adequate reserves in accordance with Canadian
generally accepted accounting practices for the payment of any of the aforementioned
items if the payment thereof is being contested, with concurrent notice thereof to the
Secured Party of such contest;(l)
    
    that it will defend the Specifically Mortgaged Property from all adverse claims
where the failure to do so could reasonably be expected to have, singly or in the
aggregate, a Material Adverse Effect;(m)
    
    that it will forthwith notify the Secured Party of the receipt by the
Corporation or any agent or trustee on its behalf, of any notification respecting a
pending or actual refusal, variation, rescission or cancellation of any of the leases
(including the Oil Sands Leases), permits, licenses, approvals, consents or inspections
required by or relating to the Specifically Mortgaged Property if any such refusal,
variation, rescission or cancellation could reasonably be expected to have, singly
or in the aggregate with any other refusal, variation, rescission or cancellation, a
Material Adverse Effect;




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- 12 - (n)
    
    that it will perform all obligations under all leases (including the Oil Sands
Leases), title documents, licenses, permits, contracts, agreements and other
instruments relating to the Specifically Mortgaged Property, including payment of
rentals, royalties, taxes or other charges in respect thereof which are necessary to
maintain all such leases, title documents, licenses, permits, contracts and agreements
in good standing in all respects, except to the extent failure to do so would not have
a Material Adverse Effect;(o)
    
    that it will do all things reasonably requested by the Secured Party to protect
and maintain the Security and the priority thereof with respect to the Specifically
Mortgaged Property (as contemplated herein) in relation to other Persons; that it will
promptly cure any defects in the creation, issuance execution or delivery of this
Debenture or any other Transaction Documents; and that it will satisfy all claims and
charges which in the reasonable opinion of the Secured Party might prejudice, impair or
otherwise have a Material Adverse Effect on any of the Specifically Mortgaged Property
or the Encumbrances thereon in favor of the Secured Party;(p)
    
    that it will keep and maintain proper books of account and records covering its
business and affairs respecting the Specifically Mortgaged Property in accordance with
generally accepted industry standards except to the extent failure to do so would not
have a Material Adverse Effect;(q)
    
    that it will forthwith notify the Secured Party of:
 (i)
    
    any actual, pending or threatened exercise of any Encumbrance
against the Corporation or any of its property or assets, including any actual,
pending or threatened filing or registration of any builders or operators lien
and any certificate of lis pendens against the Specifically Mortgaged Property;
and(ii)
    
    any actual, pending or threatened action or proceeding against
the Corporation or any of its property or assets, which could reasonably be
expected to have, singly or in the aggregate, a Material Adverse Effect;
 (r)
    
    that it will not, without the prior written consent of the Secured Party, which
consent may be withheld in the Secured Partys sole discretion, sell, transfer, convey,
lease or otherwise dispose of any interest in and to the Specifically Mortgaged
Property; provided that, upon written notice, it shall be entitled assign an interest
to a wholly owned Affiliate (as such term is defined in the Asset Transfer Agreement)
or a partnership with respect to which the Corporation and one or more direct or
indirect wholly owned subsidiaries of the Corporation are the only partners thereof if,
and only if:
 (i)
    
    the Corporation first pledges in favor of the Secured Party the
 shares, partnership interests and other equity interests in each such
Affiliate,




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##### 



- 13 - partnership, and subsidiary pursuant to a securities pledge agreement in
form and substance satisfactory to the Secured Party, acting reasonably; and
 (ii)
    
    each such Affiliate, partnership and subsidiary:
 (A)
    
    first agrees with the Secured Party and the
Corporation pursuant to an agreement in form and substance satisfactory
to the Secured Party, acting reasonably, to be jointly and severally
liable for all obligations and liabilities of the Corporation under
this Debenture and each other Transaction Document; such agreement
shall also confirm that notwithstanding any such assignment the
Corporation shall at all times remain responsible for all, and shall
not be released from any, obligations and liabilities under this
Debenture and each other Transaction Document and that the Corporation
shall do all such things required to cause such Affiliate, partnership
and subsidiary to perform all obligations and liabilities assumed by
them; and
 (B)
    
    first executes and delivers to the Secured
Party a debenture and deposit agreement that is substantially in the
form of this Debenture and the associated deposit agreement, pursuant
to which each such Affiliate, partnership and subsidiary inter alia
grants to the Secured Party a first priority mortgage, charge and
security interest in all of its right, title, estate and interest in
and to the Specifically Mortgaged Property;
 (s)
    
    that it will not provide, create, grant, assume or otherwise allow a security
interest or Encumbrance over any of the Specifically Mortgaged Property or any of its
right, title, estate or interest therein, except for the Permitted Encumbrances;
 (t)
    
    that it will not be a party to any amalgamation, merger, plan of arrangement,
consolidation, non-arms length transaction, or any transaction not in the ordinary
course of business, that may have a Material Adverse Effect;
 (u)
    
    that it will not enter into any other arrangements respecting the sale of any
hydrocarbons within, upon or under the Specifically Mortgaged Lands or any Products on
a fixed price basis for a term in excess of thirty (30) days, including forward sale
arrangements, commodity swap arrangements or other hedging arrangements (collectively,
Hedging Arrangements); and
 (v)
    
    that it will not enter into any contract respecting Hedging Arrangements the
effect of which is to monetize or settle any amount that may at any time be owing under
any of such Hedging Arrangements for an amount that is less than the fixed amounts
payable under such Hedging Arrangements over the full term thereof.




---



##### 



- 14 - ARTICLE 5  SECURITY
 5.1
    
    Mortgage, Charge and Security Interest
  (a)
    
    mortgages and charges as and by way of a fixed and specific mortgage and charge
to and in favour of the Secured Party, and grants to the Secured Party a security
interest, in and to all of the Corporations present and afteracquired right, title,
estate and interest in and to the Specifically Mortgaged Lands, the Oil Sands Leases,
all Oil Sands and other hydrocarbons produced from the Specifically Mortgaged Lands,
the Products, and all proceeds arising from or in connection with any of the foregoing,
together with any and all accretions and accessions to the Specifically Mortgaged
Lands, substitutions for the Oil Sands Leases, and any and all fixtures and attachments
as may be necessary for the effective use and operation of the Specifically Mortgaged
Lands, and including all of the Corporations present and after-acquired right, title,
estate and interest in and to: (i) the interests in the Specifically Mortgaged Lands
and the Oil Sands Leases as set forth in Exhibit 1 to Schedule A hereto; (ii) the
property, rights, interests and other items described in Schedule A hereto; (iii) the
Wells; and (iv) all Proceeds derived from any of the foregoing (collectively, the
Specifically Mortgaged Property);(b)
    
    mortgages, charges, grants and assigns to and in favour of the Secured Party as
and by way of a floating mortgage, charge and security interest all of its present and
after-acquired right, title, estate and interest in and to all real property that is
not subject to the fixed and specific mortgage, charge and security interest provided
for in Section 5.1(a), including proceeds thereof together with any and all accretions
and accessions thereto, substitutions therefor and any and all fixtures and attachments
and other property at any time or times placed upon or associated with, or as may be
necessary for the effective use and operation of, such property; and(c)
    
    mortgages, charges, grants, creates and assigns to and in favour of the Secured
Party as and by way of a fixed and specific mortgage, charge and security interest, and
the Secured Party hereby takes a continuing security interest, in all of the
Corporations present and after-acquired personal property of whatsoever nature and
kind and wheresoever situate including, without limitation, all of its right, title,
estate and interest in its Goods, Chattel Paper, Investment Property (other than the
Excluded Securities), Documents of Title, Instruments, Money, Intangibles, Receivables
and Intellectual Property, together with any and all other property and undertakings
not included in Section 5.1(a) or (b) above.




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##### 



- 15 - Mortgaged Property
 5.2
    
    Last Day of Leases
  5.3
    
    Contractual Rights
 Contractual Rights
 5.4
    
    The Secured Party Not Liable
  5.5
    
    Valid Irrespective of Incurring Obligations
  5.6
    
    Separate Security




---



##### 



- 16 - 5.7
    
    Amalgamations
  5.8
    
    Guarantees
  ARTICLE 6  SECURED PARTY RIGHTS
 6.1
    
    The Secured Partys Right to Perform
 (a)
    
    The Corporation agrees that if it fails punctually to perform any act or to
take any action under this Debenture or the other Transaction Documents which it is
required to perform or take or to pay timely any money which the Corporation is
required to pay under this Debenture or the other Transaction Documents, the Secured
Party, in the Corporations name or its own name, may (but shall not be obligated to)
perform or cause to be performed such act or take such action or pay such money, and
any expenses incurred by the Secured Party in regard thereto and any money so paid by
the Secured Party shall be payable by the Corporation to the Secured Party on demand,
shall bear interest from the date of the making of payment thereof by the Secured Party
until paid at the Interest Rate (with all provisions pertaining to the calculation and
payment of interest in this Debenture applying thereto) and shall form part of the
Indebtedness secured hereby. The Secured Party, upon making any such payment, shall be
subrogated to all of the rights of the Person receiving such payment. The exercise of
the privileges granted in this Section 6.1 shall in no way be considered or constitute
a waiver of the right of the Secured Party to at any time demand payment of the
Principal Sum, interest thereon and all other monies secured hereby, but is cumulative
of such right and all other rights herein given.
 (b)
    
    The Corporation agrees that the Secured Party, in the Corporations name or its
own name, may (but shall not be obligated to) pay or satisfy all or any part of any
Encumbrance (other than a Permitted Encumbrance unless an Event of Default




---



##### 



- 17 - has occurred and is continuing) now existing or hereafter created or claimed on any
part of the Specifically Mortgaged Property or any amount secured thereby, where in
the Secured Partys opinion such Encumbrance ranks, purports to rank or may be
capable of ranking in priority to or pari passuwith the Security on any of the
Specifically Mortgaged Property or may impair the value to the Secured Party of the
Security, may impair in any way the Secured Partys flexibility, discretion, rights
or options in regard to the Security or the enforcement of the same in respect of
any of the Specifically Mortgaged Property; and any amount so paid by the Secured
Party shall be payable by the Corporation to the Secured Party on demand, shall bear
interest from the date of the making of payment thereof by the Secured Party until
paid at the Interest Rate (with all provisions pertaining to the calculation and
payment of interest in this Debenture applying thereto), and shall form part of the
Indebtedness secured hereby. The Secured Party, upon making any such payment, shall
be subrogated to all of the rights of the Person receiving such payment.
 6.2
    
    Payment of Costs
  6.3
    
    Further Security




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##### 



- 18 - ARTICLE 7  PARTIAL RELEASES
 7.1
    
    Eminent Domain
  7.2
    
    Partial Release
  ARTICLE 8  SUPPLEMENTAL DEBENTURES AND MODIFICATIONS
 8.1
    
    Supplemental Debentures
  8.2
    
    One Debenture




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##### 



- 19 - ARTICLE 9  DEFAULT
 9.1
    
    Security Becomes Enforceable
 Event of Default
 (a)
    
    if the Corporation makes a default in the payment, in whole or in part, of the
Indebtedness or any other monies secured hereby (including without limitation any
principal or interest amounts payable pursuant to either of the Notes) when due and
payable to the Secured Party and such amount is not paid within two (2) Business Days
following notice from the Secured Party;(b)
    
    if the Corporation institutes proceedings for its winding up, liquidation or
dissolution or to be adjudicated a voluntary bankrupt, or consents to the filing of a
bankruptcy proceeding against it, or files a petition, application, proposal, answer or
consent seeking reorganization, readjustment, arrangement, composition, protection from
creditors or similar relief under any bankruptcy or creditors arrangement laws or any
other similar Applicable Law (or delivers or files any notice of an intention to do any
of the foregoing) or consents to the filing of any such petition, proposal, answer or
consent or consents to the appointment of a receiver, liquidator, trustee or assignee
in bankruptcy or insolvency of any of its property or makes an assignment for the
benefit of creditors, or admits in writing its inability to pay its debts generally as
they become due or if it takes any corporate action approving, consenting to or
authorizing any of the foregoing;(c)
    
    if a court having jurisdiction in the circumstances enters a decree or order
adjudging the Corporation bankrupt or insolvent, or grants a petition seeking
reorganization, readjustment, arrangement, composition, protection from creditors or
similar relief with respect to the Corporation under any bankruptcy law, creditors
arrangement law or any other similar Applicable Law, or if a decree or order of a court
having jurisdiction in the circumstances for the appointment of a receiver, liquidator,
trustee or assignee in bankruptcy or insolvency of any of the property of the
Corporation or for the winding up, dissolution or liquidation of its affairs, is
entered;(d)
    
    if, for a period of three (3) Business Days after written notice from the
Secured Party this Debenture shall for any reason be invalid or no longer in effect;(e)
    
    if any representation or warranty in this Debenture shall be false or
inaccurate in any material respect and is not remedied to the satisfaction of the
Secured Party within twenty (20) days after written notice of the same from the Secured
Party where such false or inaccurate representation or warranty could reasonably be
expected to have a Material Adverse Effect;




---



##### 



- 20 - (f)
    
    if a final judgment or judgments (in respect of which all appeal periods have
expired) are obtained against the Corporation for an amount in excess of $500,000 in
the aggregate, and any or all of such judgments remain unsatisfied for a period of
thirty (30) days from the issuance thereof;(g)
    
    if a writ, execution or attachment or similar process is issued or levied
against the property of the Corporation in connection with any judgment or judgments
aggregating in excess of $500,000 and such writ, execution, attachment or similar
process is not released, bonded, satisfied, discharged, vacated or stayed within thirty
(30) days after its entry, commencement or levy;(h)
    
    default by the Corporation under any obligation (including without limitation
guaranteed obligations) to repay indebtedness for borrowed money when due (including
pursuant to the LaSalle Credit Agreement) other than those amounts so due which, in the
aggregate, are less than $500,000;(i)
    
    failure of the Corporation to cure or remedy any non-observance or
non-performance of any of the covenants set forth in Section 4.1 of this Agreement
within twenty (20) days after written notice of same from the Secured Party to the
Corporation; and(j)
    
    the Corporation ceases or proposes to cease carrying on business.
 9.2
    
    Receiver Appointed by the Secured Party




---



##### 



- 21 -  (a)
    
    to ask, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in connection with
the Mortgaged Property;(b)
    
    to require the Corporation to deliver possession of the Mortgaged Property at
such place or places as directed by the Receiver;(c)
    
    to receive, endorse and collect any drafts or other Instruments, Documents of
Title and Chattel Paper in connection with Section 9.2(a) above;(d)
    
    to file any claims or take any action or institute any proceedings which the
Receiver may deem to be necessary or desirable for the collection of the Mortgaged
Property or to enforce compliance with the terms and conditions of any contract or any
account; and(e)
    
    to perform the obligations of the Corporation hereunder and under any of the
other Transaction Documents.
   9.3
    
    Receiver Appointed by the Court




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##### 



- 22 - 9.4
    
    Consultant Appointed by the Secured Party
  9.5
    
    Right of Possession, Collection, Sale, etc.
  9.6
    
    Retention of Mortgaged Property




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##### 



- 23 - 9.7
    
    Remedies under the PPSA
  9.8
    
    Specific Performance, Foreclosure, etc.
  9.9
    
    Effect of Appointment of Receiver
  9.10
    
    Costs and Expenses
 pari passu




---



##### 



- 24 - 9.11
    
    Notice
  9.12
    
    Power of Attorney
  9.13
    
    Remedies Cumulative, Waiver of Defaults
  9.14
    
    Disposition of Amounts
  (a)
    
    first, to the payment in full of all fees of the Secured Party and all
out-of-pocket costs, fees and expenses (including reasonable legal fees on a solicitor
and his own client full indemnity basis) incurred by the Secured Party and any Receiver
or other enforcement agent appointed by the Secured Party or a court of competent
jurisdiction, as the case may be, in connection with the collection or enforcement of
the Indebtedness owed to the Secured Party, as applicable, the enforcement of the
security interest created hereby or the preservation of the Mortgaged Property;




---



##### 



- 25 - (b)
    
    second, to the payment in full of the Indebtedness; and(c)
    
    third, the balance, if any, will be paid, subject to Applicable Law, to the
Corporation.
  9.15
    
    Collection of Accounts
  9.16
    
    Trust During Stay
 Bankruptcy and Insolvency Act Companies Creditors Arrangements Act
 9.17
    
    Rights of Third Parties




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##### 



- 26 - 9.18
    
    Judgment Against the Corporation
  9.19
    
    Conflict with Laws
  9.20
    
    Insolvency Proceedings
  (a)
    
    the Corporation shall not commence any insolvency proceedings which would have
the effect of staying or otherwise delaying or restricting in any way the rights of the
Secured Party or under which the Secured Party would be an affected creditor in any
other respect;(b)
    
    if the Corporation seeks the appointment of a trustee or monitor in any
insolvency proceedings, the proposed appointee shall be subject to the Secured Partys
prior approval;(c)
    
    in the case of any insolvency proceedings, the Corporation does hereby and will
consent to an application by the Secured Party to a court of competent jurisdiction for
an order to appoint an interim receiver pursuant to the provisions of the Bankruptcy
and Insolvency Act(Canada) or a similar official appointed under similar legislation
of any other jurisdiction;(d)
    
    if the exercise of any of the Secured Partys rights are stayed or otherwise
delayed or restricted in any way pursuant to any insolvency proceedings, the
Corporation




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##### 



- 27 - does hereby and will consent to an application by the Secured Party to a court of
competent jurisdiction for an order to lift the stay or other restrictions; and(e)
    
    in the case of any commencement by the Corporation of any insolvency
proceeding, the Corporation hereby authorizes and consents (to the extent not already
previously done by the Corporation and without any requirement for any notice or demand
whatsoever) to the Secured Party notifying and directing all debtors of the Corporation
to make payment to the Secured Party directly and the Corporation acknowledges,
confirms and agrees that such amounts shall be the sole and exclusive property of the
Secured Party, that any such actions, in and of itself, shall not constitute or be
regarded in any way as an enforcement of any of the Secured Partys security or
remedies and that in the event that, notwithstanding the above, any amounts are
received by the Corporation, such amounts shall be, and shall be deemed to be, held
separate and apart and in trust for the exclusive benefit of the Secured Party.
 ARTICLE 10  DEFEASANCE
 10.1
    
    Defeasance
  ARTICLE 11  SEVERABILITY
 11.1
    
    Severability




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##### 



- 28 - ARTICLE 12  NOTICES
 12.1
    
    Notices
  If to the Corporation, addressed to:
 Ivanhoe Energy Inc.
654  999 Canada Place
Vancouver, BC V6C 3E1
Attention: Corporate Secretary
Fax No.: (604) 682-2060If to the Secured Party, addressed to:Talisman Energy Canada
2000  888 3rd Street SW
Calgary, AB T2P 5C5Attention: Executive Vice President, Legal
Fax No.: (403) 231-3633
  ARTICLE 13  ASSIGNMENTS
 13.1
    
    Assignments




---



##### 



- 29 - (a)
    
    assign, mortgage, charge or grant a security interest in the Secured Partys
interest in and under this Debenture in whole or in part to a financial institution, or
to such other entity consented to by the Corporation in writing, such consent not to be
unreasonably withheld;
 (b)
    
    assign this Debenture and all of its rights hereunder to Talisman Energy Inc.
or any of its direct or indirect wholly owned subsidiaries.
 ARTICLE 14  INDEMNITIES
 14.1
    
    No Liability for Error of Judgment
  14.2
    
    No Liability in Receivership
  14.3
    
    Indemnity respecting Payments




---



##### 



- 30 -  14.4
    
    General Indemnity
  ARTICLE 15  GENERAL
 15.1
    
    Enurement
  15.2
    
    Waiver




---



##### 



- 31 - 15.3
    
    Waiver of Presentment
  15.4
    
    Delay Not Waiver
  15.5
    
    Further Assurances
  15.6
    
    Governing Law
  15.7
    
    Pledge
  15.8
    
    Time is of the Essence




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##### 



- 32 - 15.9
    
    No Set-off or Counterclaim
  15.10
    
    Additional Security
  15.11
    
    Copy Received
  15.12
    
    Dealings by Secured Party
  15.13
    
    No Subordination
  15.14
    
    Acknowledgement
  (a)
    
    value has been given by the Secured Party;(b)
    
    the Corporation has rights in the Mortgaged Property; and




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##### 



- 33 - (c)
    
    notwithstanding that the mortgage, charge and security interest created
pursuant to Section 5.1(b) is stated to be a floating charge, the time for attachment
of the mortgage, charge and security interest created pursuant to this Debenture has
not been postponed and is intended to attach when this Debenture is signed by the
Corporation, and attaches at that time to property in which the Corporation then has
any right, title or interest and attaches to property in which the Corporation
subsequently acquires any right, title or interest at the time when the Corporation
first acquires such right, title or interest.
  IVANHOE ENERGY INC.Per:
    /s/  Ian S. BarnettName:
    Ian S. BarnettTitle:
    Executive Vice-President,
Corporate Development and
Finance




---



##### 



SCHEDULE A
    (a)
    
    all Crude Bitumen, petroleum, natural gas and related hydrocarbons or minerals
in place or in storage within, upon or under the Specifically Mortgaged Lands (the
interest of the Corporation therein being represented to be not less than that set
forth in Exhibit 1 to this Schedule A);
 (b)
    
    all rights, licences, agreements, leases, permits, servitudes, privileges,
easements, rights of way, rights of entry, rights of ingress and egress, and other
surface rights, governmental or administrative authorizations, licenses, permits and
consents and other rights now owned or hereafter acquired by the Corporation under
which the Corporation derives, holds or maintains the right to enter upon, occupy and
use the Specifically Mortgaged Lands and any other lands whatsoever used in connection
with operations relating to such lands, including without limitation the right to drill
for, produce, store, gather, treat, process, ship, or transport hydrocarbons and
associated waste products now or hereafter produced or allocated to the Specifically
Mortgaged Lands;
 (c)
    
    all leases, licenses, permits, reservations, agreements, authorizations and
other instruments (including, without limitation, such as may be described in Exhibit
1 attached hereto) under which the Corporation derives, holds or maintains rights in
and to the Specifically Mortgaged Lands or any Products, including agreements
respecting the right to drill for, produce, store, gather, treat, process, ship, or
transport hydrocarbons and associated waste products now or hereafter produced or
allocated to the Specifically Mortgaged Lands, and all rights, benefits, privileges and
advantages of the Corporation thereunder or derived therefrom;
 (d)
    
    all the estate or interest of the Corporation in or to any of the said
hydrocarbons or minerals, rights, licences, permits and lands;
 (e)
    
    all the right, title and interest of the Corporation in and to all surface and
subsurface machinery, apparatus, equipment, field facilities and other property and
assets of whatsoever nature and kind (including without limitation all wells, casing,
tubing, rods, pumps and pumping equipment, wellhead equipment, separators, flow lines,
pipelines, tanks, treaters, heaters, plans and systems to gather, treat, compress,
process and/or upgrade hydrocarbons, plants and systems to treat, dispose of or inject
water or other substances, power plants, poles, lines, transformers, starters,
controllers and machine shops) used, useful, or intended to be used in connection with
operations on or relating to the Specifically Mortgaged Lands, including with respect
to the




---



##### 



-2- 
 production, injection, compression, treatment, processing, storage, upgrading,
measuring, gathering or transportation of hydrocarbons therefrom or allocated
thereto to the extent such property and assets constitute a fixture on or serving
the Specifically Mortgaged Property; and(f)
    
    all buildings, structures, improvements, expansions, erections, works and
fixtures now or hereafter brought, built, erected, constructed, placed or otherwise
situate on or serving the Specifically Mortgaged Lands;




---



##### 



-3- EXHIBIT 1 TO SCHEDULE A




---



##### 



-4- SCHEDULE B
  Intellectual Property
 RTP Heavy Oil Upgrading Method and ProductPatent # orPatent
    
    Application #
    
    Jurisdiction
    
    OwnershipRapid Thermal
Processing of Heavy
Hydrocarbon
Feedstocks
    
    09/958,261 (Pending)
    
    United States
    
    Ivanhoe Energy Inc.(Pending)
    
    Kuwait
    
    Ivanhoe Energy Inc.(Pending)
    
    Libya
    
    Ivanhoe Energy Inc.
 RTP Heavy Oil Upgrading ProductPatent # orPatent
    
    Application #
    
    Jurisdiction
    
    OwnershipProducts Produced
from Rapid Thermal
Processing of Heavy
Hydrocarbon
Feedstocks
    
    7,270,743
    
    
    
    United States
    
    Ivanhoe Energy Inc.11/713,520
    
    
    
    United States
    
    Ivanhoe Energy Inc.
 Modified RTP Process  Upgrading MethodPatent # orPatent
    
    Application #
    
    Jurisdiction
    
    OwnershipModified Thermal
Processing of Heavy
Hydrocarbon
Feedstocks
    
    10/269,538 (Pending)
    
    United States
    
    Ivanhoe Energy Inc.10/419,053 (Pending)
    
    United States
    
    Ivanhoe Energy Inc.




---



##### 



-5- Low Resid ApplicationPatent # orPatent
    
    Application#
    
    Jurisdiction
    
    OwnershipMethods and Systems
for Producing
Reduced Resid and
Bottomless Products
from Heavy
Hydrocarbon
Feedstocks
    
    12/046363
(Pending)
    
    United States
    
    Ivanhoe Energy Inc.08-8261
(Pending)
    
    Brazil
    
    Ivanhoe Energy Inc.(Pending)
    
    Canada
    
    Ivanhoe Energy Inc.(Pending)
    
    China
    
    Ivanhoe Energy Inc.(Pending)
    
    Columbia
    
    Ivanhoe Energy Inc.(Pending)
    
    Ecuador
    
    Ivanhoe Energy Inc.(Pending)
    
    EP
    
    Ivanhoe Energy Inc.(Pending)
    
    Eurasian Patent
    
    Ivanhoe Energy Inc.479/KOL/2008
(Pending)
    
    India
    
    Ivanhoe Energy Inc.p.00200800144
(Pending)
    
    Indonesia
    
    Ivanhoe Energy Inc.52/2008
(Pending)
    
    Iraq
    
    Ivanhoe Energy Inc.2008-61888
(Pending)
    
    Japan
    
    Ivanhoe Energy Inc.(Pending)
    
    Kuwait
    
    Ivanhoe Energy Inc.3580/2008
(Pending)
    
    Libya
    
    Ivanhoe Energy Inc.MX/A/2008/003534
(Pending)
    
    Mexico
    
    Ivanhoe Energy Inc.42/2008
(Pending)
    
    Oman
    
    Ivanhoe Energy Inc.455.2008
(Pending)
    
    Peru
    
    Ivanhoe Energy Inc.(Pending)
    
    Saudi Arabia
    
    Ivanhoe Energy Inc.2008-000463
(Pending)
    
    Venezuela
    
    Ivanhoe Energy Inc.