Exhibit 10.2
 NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS
CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE U.S. SECURITIES
ACT), AND THIS SECURITY MAY NOT BE CONVERTED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED
UNDER THE U.S. SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE
SECURITY BEFORE NOVEMBER 12, 2008.
 CONVERTIBLE PROMISSORY NOTE
 th , Ivanhoe Talisman
 PROMISE TO PAY AND AGREEMENT
 Principal Amount Maturity Date Debenture




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Common Shares




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IVANHOE ENERGY INC.Per:
    /s/  Ian S. BarnettAuthorized Signatory




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SCHEDULE A TO CONVERTIBLE PROMISSORY NOTE
 Conversion Provisions
 A.
    
    Manner of Exercise of Right to Convert
 (a)
    
    In order to exercise the right of conversion under the Convertible Promissory
Note to which this schedule is attached, Talisman shall deliver to Ivanhoe a notice of
election to convert as of the day of delivery of such notice (the Conversion Date)
duly signed by Talisman:
 i.
    
    stating that Talisman elects to convert all or a portion of the
outstanding Principal Amount of the Convertible Promissory Note, specifying the
Principal Amount to be so converted;ii.
    
    indicating the address to which the certificate(s) representing
the Common Shares issuable upon conversion are to be delivered; andiii.
    
    (1)  certifying that Talisman is not a U.S. Person (as defined
in Regulation S promulgated under the United States Securities Act of 1933, as
amended (the U.S. Securities Act)) and the Convertible Promissory Note is not
being converted on behalf of a U.S. Person or (2) accompanied by a written
opinion of counsel to the effect that the Convertible Promissory Note and the
Common Shares delivered upon conversion thereof have been registered under the
U.S. Securities Act or are exempt from registration thereunder.
 (b)
    
    Each notice of election to convert less than all of the then outstanding
Principal Amount under the Convertible Promissory Note must be for a minimum Principal
Amount of FIVE MILLION DOLLARS ($5,000,000), and no more than four (4) notices of
election to convert may be delivered by Talisman to Ivanhoe in any one (1) year
calendar period.
 (c)
    
    Upon delivery of the notice of election to convert in accordance with
subsection (a) above, Talisman shall be entitled to be entered in the books of Ivanhoe
as at the Conversion Date as the holder of the number of Common Shares into which the
portion of the Convertible Promissory Note is converted in accordance with the terms of
this Convertible Promissory Note, and as soon as practicable thereafter, Ivanhoe shall
deliver to Talisman, a certificate for such Common Shares.
 (d)
    
    Notwithstanding anything herein contained, Common Shares will only be issued
and registered upon conversion of this Convertible Promissory Note in compliance with
the securities laws of any applicable jurisdiction, and, without limiting the
generality of the foregoing, in the event that this Convertible Promissory Note is
converted prior to the expiry of any applicable hold period under applicable securities
legislation, the certificates representing the Common Shares thereby issued will bear
such legend or legends as may, in the opinion of




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counsel to Ivanhoe, be necessary in order to avoid a violation of any securities
laws of any province of Canada or the United States or to comply with the
requirements of any stock exchange on which the Common Shares are listed
 B.
    
    Adjustment of Conversion Rights
  (a)
    
    a reclassification of the Common Shares at any time outstanding or change of
the Common Shares into other shares or into other securities, whether of Ivanhoe or of
another body corporate; or(b)
    
    other capital reorganization, including a subdivision or a consolidation of the
outstanding Common Shares or an issuance of Common Shares, or securities convertible
into or exchangeable for Common Shares, as a stock dividend or other distribution to
all or substantially all of the holders of Common Shares; or(c)
    
    an amalgamation or merger of Ivanhoe with or into any other corporation or
other entity (other than with a wholly-owned subsidiary of Ivanhoe which does not
result in any reclassification of the outstanding Common Shares or a change of the
Common Shares into other shares); or(d)
    
    a transfer of the undertaking or assets of Ivanhoe as an entirety or
substantially as an entirety to another corporation or other entity in which the
holders of Common Shares are entitled to receive shares, other securities or other
property,
 (any of such events being called a Capital Reorganization), Talisman will be entitled to
receive upon the conversion, after the date of such Capital Reorganization, of all or a
portion of the Principal Amount outstanding, and will accept for the same aggregate
consideration in lieu of the number of Common Shares to which Talisman was previously
entitled upon such conversion, the aggregate number of shares, other securities or other
property which Talisman would have been entitled to receive as a result of such Capital
Reorganization if, on the effective date thereof, Talisman had been the registered holder of
the number of Common Shares into which the Principal Amount being converted was convertible
immediately prior to such Capital Reorganization. The adjustments provided for in this
provision are cumulative and shall apply to successive events requiring any adjustment under
this provision. Ivanhoe will take all steps necessary to ensure that, on a Capital
Reorganization, Talisman will, if it exercises its conversion rights hereunder, receive the
aggregate number of shares, other securities or other property to which it is entitled as a
result of the Capital Reorganization. Appropriate adjustments will be made as a result of
any such Capital Reorganization in the application of the provisions set forth in this
Convertible Promissory Note with respect to the rights and interests thereafter of Talisman
under this Convertible Promissory Note to the end that the conversion provisions set forth
in this Convertible Promissory Note will thereafter correspondingly be made applicable as
nearly as may reasonably be in relation to any
shares, other securities or other property thereafter deliverable upon the conversion of
this Convertible Promissory Note.




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C.
    
    No Requirement to Issue Fractional Shares
  D.
    
    Ivanhoe to Reserve Shares
  E.
    
    Reduction of Principal Amount and Cancellation of Converted Note
  F.
    
    Legends