Exhibit
        4.2

       

      Dated:
        December 8, 2005

       

      NEITHER
        THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE
        HAVE
        BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
        COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
        ACT”),
        AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
        EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
        REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
        SECURITIES LAWS.

      

        
          	No.
                  CCP-1 	
                  $5,000,000 

                


        

      

       

      TRIANGLE
        PETROLEUM CORPORATION

       

      Secured
        Convertible Debenture

       

      


       

      Due
        December 8, 2008

       

      This
        Secured Convertible Debenture (the “Debenture”)
        is
        issued by TRIANGLE
        PETROLEUM CORPORATION, a
        Nevada
        corporation (the “Obligor”),
        to
CORNELL
        CAPITAL PARTNERS, LP
        (the
“Holder”),
        pursuant to that certain Securities Purchase Agreement (the “Securities
        Purchase Agreement”)
        of
        even date herewith. 

       

      FOR
        VALUE RECEIVED,
        the
        Obligor hereby promises to pay to the Holder or its successors and assigns
        the
        principal sum of Five Million Dollars ($5,000,000) together with accrued
        but
        unpaid interest on or before December 8, 2008 (the “Maturity
        Date”)
        in
        accordance with the following terms:

       

      Interest.
        Interest shall accrue on the outstanding principal balance hereof at an annual
        rate equal to five percent (5%). Interest shall be calculated on the basis
        of a
        365-day year and the actual number of days elapsed, to the extent permitted
        by
        applicable law. Interest hereunder will be paid to the Holder or its assignee
        (as defined in Section
        5)
        in
        whose name this Debenture is registered on the records of the Obligor regarding
        registration and transfers of Debentures (the “Debenture
        Register”)
        and
        shall be paid in cash or in Common Stock at the Conversion Price in effect
        at
        the time payment is made, at the option of the Obligor.

       

      Right
        of Redemption.
        The
        Obligor at its option shall have the right, with three (3) business days
        advance
        written notice (the “Redemption
        Notice”),
        to
        redeem a portion or all amounts outstanding under this Debenture prior to
        the
        Maturity Date provided that the Closing Bid Price of the of the Obligor’s Common
        Stock, as reported by Bloomberg, LP, is less than the Fixed Conversion Price
        at
        the time of the Redemption Notice. The Obligor shall pay an amount equal
        to the
        principal amount being redeemed plus a redemption premium (“Redemption
        Premium”)
        equal
        to twenty percent (20%) of the principal amount being redeemed, and accrued
        interest, (collectively referred to as the “Redemption
        Amount”).
        The
        Obligor shall deliver to the Holder the Redemption Amount on the third
        (3rd)
        business day after the Redemption Notice. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Notwithstanding
        the foregoing in the event that the Obligor has elected to redeem a portion
        of
        the outstanding principal amount and accrued interest under this Debenture
        the
        Holder shall be permitted to convert all or any portion of this Debenture
        during
        such three business day period.

       

      Security
        Agreements.
        This
        Debenture is secured by a security agreement (the “Security
        Agreement”)
        of
        even date herewith between the Obligor and the Holder, a security agreement
        of
        even date herewith between Elmworth Energy Corp. and the Holder (the
“Elmworth
        Security Agreement”),
        and a
        security agreement of even date herewith between Triangle USA Petroleum Corp.
        and the Holder (the “Triangle
        USA Security Agreement”).

       

      Consent
        of Holder to Sell Capital Stock or Grant Security Interests.
        So
        long
        as any of the principal amount or interest on this Debenture remains unpaid
        and
        unconverted, except
        for exercises or conversions of currently outstanding options and warrants
        disclosed in the Obligor’s SEC filings,
        the
        Obligor shall not, without the prior consent of the Holder, (i) issue
        or
        sell any shares of Common Stock or preferred stock without consideration
        or for
        consideration per share less than the Closing Bid Price of the Common Stock
        determined immediately prior to its issuance, (ii) issue or sell any
        preferred stock, warrant, option, right, contract, call, or other security
        or
        instrument granting the holder thereof the right to acquire Common Stock
        without
        consideration or for consideration per share less than the Closing Bid Price
        of
        the Common Stock determined immediately prior to its issuance, (iii)
        enter into any security instrument granting the holder a security interest
        in
        any of the assets of the Obligor, or
        (iv)
        file any
        registration statements on Form S-8. Notwithstanding the forgoing, the Obligor
        shall be permitted to issue or sell the following shares of Common Stock
        or
        securities convertible or exercisable into Common Stock which would otherwise
        require prior consent of the Holder without the prior consent of the Holder:
        (w)
        up to 2,000,000 shares of Common Stock to be issued to employees, officers
        or
        director of the Obligor pursuant to the Obligor’s 2005 Incentive Stock Plan
        (“Permitted
        Stock Grants”),
        (x)
        convertible debentures issued to accredited investors with a conversion price
        of
        $4.00 or greater (“Permitted
        Debentures”)
        and up
        to 2,500,000 shares of Common Stock underlying such Permitted Debentures,
        (y)
        Warrants to purchase up to 1,250,000 shares of Common Stock (“Permitted
        Warrants”)
        at an
        exercise price of $5.00 or greater and the shares of Common Stock underlying
        such Permitted Warrants, and (z) up to 100,000 shares of Common Stock which
        do
        not fall into any one of the other categories above (“Permitted
        Shares”
        and
        collectively with the Permitted Stock Grants, Permitted Debentures and Permitted
        Warrants, the “Permitted
        Issuances”).

       

      This
        Debenture is subject to the following additional provisions:

       

      Section
        1.       
        This
        Debenture is exchangeable for an equal aggregate principal amount of Debentures
        of different authorized denominations, as requested by the Holder surrendering
        the same. No service charge will be made for such registration of transfer
        or
        exchange.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Section
        2.       
        Events
        of Default.

       

      (a) An
        “Event
        of Default”,
        wherever used herein, means any one of the following events (whatever the
        reason
        and whether it shall be voluntary or involuntary or effected by operation
        of law
        or pursuant to any judgment, decree or order of any court, or any order,
        rule or
        regulation of any administrative or governmental body):

       

      (i) Any
        default in the payment of the principal of, interest on or other charges
        in
        respect of this Debenture, free of any claim of subordination, as and when
        the
        same shall become due and payable (whether on a Conversion Date or the Maturity
        Date or by acceleration or otherwise);

       

      (ii) The
        Obligor shall fail to observe or perform any other covenant, agreement or
        warranty contained in, or otherwise commit any breach or default of any
        provision of this Debenture (except as may be covered by Section
        2(a)(i)
        hereof)
        or any Transaction Document (as defined in Section
        5)
        which
        is not cured with in the time prescribed;

       

      (iii) The
        Obligor or any subsidiary of the Obligor shall commence, or there shall be
        commenced against the Obligor or any subsidiary of the Obligor under any
        applicable bankruptcy or insolvency laws as now or hereafter in effect or
        any
        successor thereto, or the Obligor or any subsidiary of the Obligor commences
        any
        other proceeding under any reorganization, arrangement, adjustment of debt,
        relief of debtors, dissolution, insolvency or liquidation or similar law
        of any
        jurisdiction whether now or hereafter in effect relating to the Obligor or
        any
        subsidiary of the Obligor or there is commenced against the Obligor or any
        subsidiary of the Obligor any such bankruptcy, insolvency or other proceeding
        which remains undismissed for a period of 61 days; or the Obligor or any
        subsidiary of the Obligor is adjudicated insolvent or bankrupt; or any order
        of
        relief or other order approving any such case or proceeding is entered; or
        the
        Obligor or any subsidiary of the Obligor suffers any appointment of any
        custodian, private or court appointed receiver or the like for it or any
        substantial part of its property which continues undischarged or unstayed
        for a
        period of sixty one (61) days; or the Obligor or any subsidiary of the Obligor
        makes a general assignment for the benefit of creditors; or the Obligor or
        any
        subsidiary of the Obligor shall fail to pay, or shall state that it is unable
        to
        pay, or shall be unable to pay, its debts generally as they become due; or
        the
        Obligor or any subsidiary of the Obligor shall call a meeting of its creditors
        with a view to arranging a composition, adjustment or restructuring of its
        debts; or the Obligor or any subsidiary of the Obligor shall by any act or
        failure to act expressly indicate its consent to, approval of or acquiescence
        in
        any of the foregoing; or any corporate or other action is taken by the Obligor
        or any subsidiary of the Obligor for the purpose of effecting any of the
        foregoing;

       

      (iv) The
        Obligor or any subsidiary of the Obligor shall default in any of its obligations
        under any other debenture or any mortgage, credit agreement or other facility,
        indenture agreement, factoring agreement or other instrument under which
        there
        may be issued, or by which there may be secured or evidenced any indebtedness
        for borrowed money or money due under any long term leasing or factoring
        arrangement of the Obligor or any subsidiary of the Obligor in an amount
        exceeding $100,000, whether such indebtedness now exists or shall hereafter
        be
        created and such default shall result in such indebtedness becoming or being
        declared due and payable prior to the date on which it would otherwise become
        due and payable;

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (v) The
        Common Stock shall cease to be quoted for trading or listed for trading on
        either the Nasdaq OTC Bulletin Board (“OTC”),
        Nasdaq Capital Market, New York Stock Exchange, American Stock Exchange or
        the
        Nasdaq National Market (each, a “Subsequent
        Market”)
        and
        shall not again be quoted or listed for trading thereon within five (5) Trading
        Days of such delisting;

       

      (vi) The
        Obligor or any subsidiary of the Obligor shall be a party to any Change of
        Control Transaction (as defined in Section
        5);
        

       

      (vii) The
        Obligor shall fail to file the Underlying Shares Registration Statement (as
        defined in Section
        5)
        with
        the Commission (as defined in Section
        5),
        or the
        Underlying Shares Registration Statement shall not have been declared effective
        by the Commission, in each case within the time periods set forth in the
        Investor Registration Rights Agreement (“Registration
        Rights Agreement”)
        of
        even date herewith between the Obligor and the Holder;

       

      (viii) If
        the
        effectiveness of the Underlying Shares Registration Statement lapses for
        any
        reason or the Holder shall not be permitted to resell the shares of Common
        Stock
        underlying this Debenture under the Underlying Shares Registration Statement,
        in
        either case, for more than five (5) consecutive Trading Days or an aggregate
        of
        eight Trading Days (which need not be consecutive Trading Days);

       

      (ix) The
        Obligor shall fail for any reason to deliver Common Stock certificates to
        a
        Holder prior to the fifth (5th)
        Trading
        Day after a Conversion Date or the Obligor shall provide notice to the Holder,
        including by way of public announcement, at any time, of its intention not
        to
        comply with requests for conversions of this Debenture in accordance with
        the
        terms hereof; 

       

      (x) The
        Obligor shall fail for any reason to deliver the payment in cash pursuant
        to a
        Buy-In (as defined herein) within three (3) days after notice is claimed
        delivered hereunder; 

       

      (b) During
        the time that any portion of this Debenture is outstanding, if any Event
        of
        Default has occurred, the full principal amount of this Debenture, together
        with
        interest and other amounts owing in respect thereof, to the date of acceleration
        shall become at the Holder's election, immediately due and payable in cash,
        provided
        however,
        the
        Holder may request (but shall have no obligation to request) payment of such
        amounts in Common Stock of the Obligor. In addition to any other remedies,
        the
        Holder shall have the right (but not the obligation) to convert this Debenture
        at any time after (x) an Event of Default or (y) the Maturity Date at the
        Conversion Price then in-effect. The Holder need not provide and the Obligor
        hereby waives any presentment, demand, protest or other notice of any kind,
        and
        the Holder may immediately and without expiration of any grace period enforce
        any and all of its rights and remedies hereunder and all other remedies
        available to it under applicable law. Such declaration may be rescinded and
        annulled by Holder at any time prior to payment hereunder. No such rescission
        or
        annulment shall affect any subsequent Event of Default or impair any right
        consequent thereon. Upon an Event of Default, notwithstanding any other
        provision of this Debenture or any Transaction Document, the Holder shall
        have
        no obligation to comply with or adhere to any limitations, if any, on the
        conversion of this Debenture or the sale of the Underlying Shares. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Section
        3.       
        Conversion.

       

      (a) 
Conversion
        at Option of Holder.

       

      (i) This
        Debenture shall be convertible into shares of Common Stock at the option
        of the
        Holder, in whole or in part at any time and from time to time, after the
        Original Issue Date (as defined in Section
        5)
        (subject to the limitations on conversion set forth in Section
        3(b)
        hereof).
        The number of shares of Common Stock issuable upon a conversion hereunder
        equals
        the quotient obtained by dividing (x) the outstanding amount of this Debenture
        to be converted by (y) the Conversion Price (as defined in Section
        3(c)(i)).
        The
        Obligor shall deliver Common Stock certificates to the Holder prior to the
        Fifth
        (5th)
        Trading
        Day after a Conversion Date.

       

      (ii) Notwithstanding
        anything to the contrary contained herein, if on any Conversion Date: (1)
        the
        number of shares of Common Stock at the time authorized, unissued and unreserved
        for all purposes, or held as treasury stock, is insufficient to pay principal
        hereunder in shares of Common Stock; (2) the Common Stock is not listed or
        quoted for trading on the OTC or on a Subsequent Market; (3) the Obligor
        has
        failed to timely satisfy its conversion; or (4) the issuance of such shares
        of
        Common Stock would result in a violation of Section
        3(b),
        then,
        at the option of the Holder, the Obligor, in lieu of delivering shares of
        Common
        Stock pursuant to Section
        3(a)(i),
        shall
        deliver, within three (3) Trading Days of each applicable Conversion Date,
        an
        amount in cash equal to the product of the outstanding principal amount to
        be
        converted plus any interest due therein divided by the Conversion Price and
        multiplied by the highest closing price of the stock from date of the conversion
        notice till the date that such cash payment is made. Upon receipt of such
        cash
        payment by the Holder, the outstanding amount of this Debenture shall be
        reduced
        by the outstanding amount of this Debenture that was to be converted.


       

      Further,
        if the Obligor shall not have delivered any cash due in respect of conversion
        of
        this Debenture or as payment of interest thereon by the fifth (5th)
        Trading
        Day after the Conversion Date, the Holder may, by notice to the Obligor,
        require
        the Obligor to issue shares of Common Stock pursuant to Section
        3(c),
        except
        that for such purpose the Conversion Price applicable thereto shall be the
        lesser of the Conversion Price on the Conversion Date and the Conversion
        Price
        on the date of such Holder demand. Any such shares will be subject to the
        provisions of this Section.

       

      (iii) The
        Holder shall effect conversions by delivering to the Obligor a completed
        notice
        in the form attached hereto as Exhibit A (a “Conversion
        Notice”).
        The
        date on which a Conversion Notice is delivered is the “Conversion
        Date.”
        Unless
        the Holder is converting the entire principal amount outstanding under this
        Debenture, the Holder is not required to physically surrender this Debenture
        to
        the Obligor in order to effect conversions. Conversions hereunder shall have
        the
        effect of lowering the outstanding principal amount of this Debenture plus
        all
        accrued and unpaid interest thereon in an amount equal to the applicable
        conversion. The Holder and the Obligor shall maintain records showing the
        principal amount converted and the date of such conversions. 

       

      (b) 
Certain
        Conversion Restrictions.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (i) A
        Holder
        may not convert this Debenture or receive shares of Common Stock as payment
        of
        interest hereunder to the extent such conversion or receipt of such interest
        payment would result in the Holder, together with any affiliate thereof,
        beneficially owning (as determined in accordance with Section 13(d) of the
        Exchange Act and the rules promulgated thereunder) in excess of 4.9% of the
        then
        issued and outstanding shares of Common Stock, including shares issuable
        upon
        conversion of, and payment of interest on, this Debenture held by such Holder
        after application of this Section. Since the Holder will not be obligated
        to
        report to the Obligor the number of shares of Common Stock it may hold at
        the
        time of a conversion hereunder, unless the conversion at issue would result
        in
        the issuance of shares of Common Stock in excess of 4.9% of the then outstanding
        shares of Common Stock without regard to any other shares which may be
        beneficially owned by the Holder or an affiliate thereof, the Holder shall
        have
        the authority and obligation to determine whether the restriction contained
        in
        this Section will limit any particular conversion hereunder and to the extent
        that the Holder determines that the limitation contained in this Section
        applies, the determination of which portion of the principal amount of this
        Debenture is convertible shall be the responsibility and obligation of the
        Holder. If the Holder has delivered a Conversion Notice for a principal amount
        of this Debenture that, without regard to any other shares that the Holder
        or
        its affiliates may beneficially own, would result in the issuance in excess
        of
        the permitted amount hereunder, the Obligor shall notify the Holder of this
        fact
        and shall honor the conversion for the maximum principal amount permitted
        to be
        converted on such Conversion Date in accordance with the periods described
        in
Section
        3(a)(i)
        and, at
        the option of the Holder, either retain any principal amount tendered for
        conversion in excess of the permitted amount hereunder for future conversions
        or
        return such excess principal amount to the Holder. The provisions of this
        Section may be waived by a Holder (but only as to itself and not to any other
        Holder) upon not less than 65 days prior notice to the Obligor. Other Holders
        shall be unaffected by any such waiver.

       

      (ii) Unless
        waived by the Obligor, in no event shall the Holder, together with its
        affiliates, be entitled to convert more than an aggregate of $1,500,000 of
        principal amount of this Debenture together with all other debentures issued
        to
        the Holder in connection with the Securities Purchase Agreement in any thirty
        (30) day period, of which no more than $1,000,000 of such amount may be
        converted by the Holder at the Market Conversion Price. Upon the occurrence
        of
        an Event of Default, the restriction set forth in this section shall not
        apply.
  

       

      (c) 
Conversion
        Price and Adjustments to Conversion Price.

       

      (i) The
        conversion price shall equal the lesser of (i) a price equal to Five Dollars
        ($5.00) (the “Fixed
        Conversion Price”)
        or
        (ii) ninety percent (90%) of the average of the three (3) lowest daily
        Volume Weighted Average Prices of the Common Stock during the ten (10) trading
        days immediately preceding the Conversion Date as quoted by Bloomberg, LP
        (the
“Market
        Conversion Price”).
        (The
        Fixed Conversion Price and the Market Conversion Price are collectively referred
        to as the “Conversion
        Price”).
        The
        Conversion Price may be adjusted pursuant to the other terms of this
        Debenture.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (ii) If
        the
        Obligor, at any time while this Debenture is outstanding, shall (a) pay
        a
        stock dividend or otherwise make a distribution or distributions on shares
        of
        its Common Stock or any other equity or equity equivalent securities payable
        in
        shares of Common Stock, (b) subdivide outstanding shares of Common Stock
        into a
        larger number of shares, (c) combine (including by way of reverse stock split)
        outstanding shares of Common Stock into a smaller number of shares, or (d)
        issue
        by reclassification of shares of the Common Stock any shares of capital stock
        of
        the Obligor, then the Fixed Conversion Price shall be multiplied by a fraction
        of which the numerator shall be the number of shares of Common Stock (excluding
        treasury shares, if any) outstanding before such event and of which the
        denominator shall be the number of shares of Common Stock outstanding after
        such
        event. Any adjustment made pursuant to this Section shall become effective
        immediately after the record date for the determination of stockholders entitled
        to receive such dividend or distribution and shall become effective immediately
        after the effective date in the case of a subdivision, combination or
        re-classification.

       

      (iii) If
        the
        Obligor, at any time while this Debenture is outstanding, shall issue rights,
        options or warrants to all holders of Common Stock (and not to the Holder)
        entitling them to subscribe for or purchase shares of Common Stock at a price
        per share less than the Fixed Conversion Price (except for Permitted Issuances),
        then the Fixed Conversion Price shall be multiplied by a fraction, of which
        the
        denominator shall be the number of shares of the Common Stock (excluding
        treasury shares, if any) outstanding on the date of issuance of such rights
        or
        warrants (plus the number of additional shares of Common Stock offered for
        subscription or purchase), and of which the numerator shall be the number
        of
        shares of the Common Stock (excluding treasury shares, if any) outstanding
        on
        the date of issuance of such rights or warrants, plus the number of shares
        which
        the aggregate offering price of the total number of shares so offered would
        purchase at the Fixed Conversion Price. Such adjustment shall be made whenever
        such rights or warrants are issued, and shall become effective immediately
        after
        the record date for the determination of stockholders entitled to receive
        such
        rights, options or warrants. However, upon the expiration of any such right,
        option or warrant to purchase shares of the Common Stock the issuance of
        which
        resulted in an adjustment in the Fixed Conversion Price pursuant to this
        Section, if any such right, option or warrant shall expire and shall not
        have
        been exercised, the Fixed Conversion Price shall immediately upon such
        expiration be recomputed and effective immediately upon such expiration be
        increased to the price which it would have been (but reflecting any other
        adjustments in the Fixed Conversion Price made pursuant to the provisions
        of
        this Section after the issuance of such rights or warrants) had the adjustment
        of the Fixed Conversion Price made upon the issuance of such rights, options
        or
        warrants been made on the basis of offering for subscription or purchase
        only
        that number of shares of the Common Stock actually purchased upon the exercise
        of such rights, options or warrants actually exercised.

       

      (iv) If
        the
        Obligor or any subsidiary thereof, as applicable, at any time while this
        Debenture is outstanding, shall issue, except for Permitted Issuances, shares
        of
        Common Stock or rights, warrants, options or other securities or debt that
        are
        convertible into or exchangeable for shares of Common Stock (“Common
        Stock Equivalents”)
        entitling any Person to acquire shares of Common Stock, at a price per share
        less than the Fixed Conversion Price (if the holder of the Common Stock or
        Common Stock Equivalent so issued shall at any time, whether by operation
        of
        purchase price adjustments, reset provisions, floating conversion, exercise
        or
        exchange prices or otherwise, or due to warrants, options or rights per share
        which is issued in connection with such issuance, be entitled to receive
        shares
        of Common Stock at a price per share which is less than the Fixed Conversion
        Price, such issuance shall be deemed to have occurred for less than the Fixed
        Conversion Price), then, at the sole option of the Holder, the Fixed Conversion
        Price shall be adjusted to mirror the conversion, exchange or purchase price
        for
        such Common Stock or Common Stock Equivalents (including any reset provisions
        thereof) at issue. Such adjustment shall be made whenever such Common Stock
        or
        Common Stock Equivalents are issued. The Obligor shall notify the Holder
        in
        writing, no later than one (1) business day following the issuance of any
        Common
        Stock or Common Stock Equivalent subject to this Section, indicating therein
        the
        applicable issuance price, or of applicable reset price, exchange price,
        conversion price and other pricing terms. No adjustment under this Section
        shall
        be made as a result of issuances and exercises of options to purchase shares
        of
        Common Stock issued for compensatory purposes pursuant to any of the Obligor's
        stock option or stock purchase plans.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (v) If
        the
        Obligor, at any time while this Debenture is outstanding, shall distribute
        to
        all holders of Common Stock (and not to the Holder) evidences of its
        indebtedness or assets or rights or warrants to subscribe for or purchase
        any
        security, then in each such case the Fixed Conversion Price at which this
        Debenture shall thereafter be convertible shall be determined by multiplying
        the
        Fixed Conversion Price in effect immediately prior to the record date fixed
        for
        determination of stockholders entitled to receive such distribution by a
        fraction of which the denominator shall be the Closing Bid Price determined
        as
        of the record date mentioned above, and of which the numerator shall be such
        Closing Bid Price on such record date less the then fair market value at
        such
        record date of the portion of such assets or evidence of indebtedness so
        distributed applicable to one outstanding share of the Common Stock as
        determined by the Board of Directors in good faith. In either case the
        adjustments shall be described in a statement provided to the Holder of the
        portion of assets or evidences of indebtedness so distributed or such
        subscription rights applicable to one share of Common Stock. Such adjustment
        shall be made whenever any such distribution is made and shall become effective
        immediately after the record date mentioned above.

       

      (vi) In
        case
        of any reclassification of the Common Stock or any compulsory share exchange
        pursuant to which the Common Stock is converted into other securities, cash
        or
        property, the Holder shall have the right thereafter to, at its option, (A)
        convert the then outstanding principal amount, together with all accrued
        but
        unpaid interest and any other amounts then owing hereunder in respect of
        this
        Debenture into the shares of stock and other securities, cash and property
        receivable upon or deemed to be held by holders of the Common Stock following
        such reclassification or share exchange, and the Holder of this Debenture
        shall
        be entitled upon such event to receive such amount of securities, cash or
        property as the shares of the Common Stock of the Obligor into which the
        then
        outstanding principal amount, together with all accrued but unpaid interest
        and
        any other amounts then owing hereunder in respect of this Debenture could
        have
        been converted immediately prior to such reclassification or share exchange
        would have been entitled, or (B) require the Obligor to prepay the outstanding
        principal amount of this Debenture, plus all interest and other amounts due
        and
        payable thereon. The entire prepayment price shall be paid in cash. This
        provision shall similarly apply to successive reclassifications or share
        exchanges.

       

      (vii) The
        Obligor shall at all times reserve and keep available out of its authorized
        Common Stock the full number of shares of Common Stock issuable upon conversion
        of all outstanding amounts under this Debenture; and within three (3) Business
        Days following the receipt by the Obligor of a Holder's notice that such
        minimum
        number of Underlying Shares is not so reserved, the Obligor shall promptly
        reserve a sufficient number of shares of Common Stock to comply with such
        requirement.

       

      (viii) All
        calculations under this Section
        3
        shall be
        rounded up to the nearest $0.001 or whole share.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (ix) Whenever
        the Conversion Price is adjusted pursuant to Section
        3
        hereof,
        the Obligor shall promptly mail to the Holder a notice setting forth the
        Conversion Price after such adjustment and setting forth a brief statement
        of
        the facts requiring such adjustment.

       

      (x) If
        (A)
        the Obligor shall declare a dividend (or any other distribution) on the Common
        Stock; (B) the Obligor shall declare a special nonrecurring cash dividend
        on or
        a redemption of the Common Stock; (C) the Obligor shall authorize the granting
        to all holders of the Common Stock rights or warrants to subscribe for or
        purchase any shares of capital stock of any class or of any rights; (D) the
        approval of any stockholders of the Obligor shall be required in connection
        with
        any reclassification of the Common Stock, any consolidation or merger to
        which
        the Obligor is a party, any sale or transfer of all or substantially all
        of the
        assets of the Obligor, of any compulsory share exchange whereby the Common
        Stock
        is converted into other securities, cash or property; or (E) the Obligor
        shall
        authorize the voluntary or involuntary dissolution, liquidation or winding
        up of
        the affairs of the Obligor; then, in each case, the Obligor shall cause to
        be
        filed at each office or agency maintained for the purpose of conversion of
        this
        Debenture, and shall cause to be mailed to the Holder at its last address
        as it
        shall appear upon the stock books of the Obligor, at least twenty (20) calendar
        days prior to the applicable record or effective date hereinafter specified,
        a
        notice stating (x) the date on which a record is to be taken for the purpose
        of
        such dividend, distribution, redemption, rights or warrants, or if a record
        is
        not to be taken, the date as of which the holders of the Common Stock of
        record
        to be entitled to such dividend, distributions, redemption, rights or warrants
        are to be determined or (y) the date on which such reclassification,
        consolidation, merger, sale, transfer or share exchange is expected to become
        effective or close, and the date as of which it is expected that holders
        of the
        Common Stock of record shall be entitled to exchange their shares of the
        Common
        Stock for securities, cash or other property deliverable upon such
        reclassification, consolidation, merger, sale, transfer or share exchange,
        provided, that the failure to mail such notice or any defect therein or in
        the
        mailing thereof shall not affect the validity of the corporate action required
        to be specified in such notice. The Holder is entitled to convert this Debenture
        during the 20-day calendar period commencing the date of such notice to the
        effective date of the event triggering such notice.

       

      (xi) In
        case
        of any (1) merger or consolidation of the Obligor or any subsidiary of the
        Obligor with or into another Person, or (2) sale by the Obligor or any
        subsidiary of the Obligor of more than one-half of the assets of the Obligor
        in
        one or a series of related transactions, a Holder shall have the right to
        (A)
        exercise any rights under Section
        2(b),
        (B)
        convert the aggregate amount of this Debenture then outstanding into the
        shares
        of stock and other securities, cash and property receivable upon or deemed
        to be
        held by holders of Common Stock following such merger, consolidation or sale,
        and such Holder shall be entitled upon such event or series of related events
        to
        receive such amount of securities, cash and property as the shares of Common
        Stock into which such aggregate principal amount of this Debenture could
        have
        been converted immediately prior to such merger, consolidation or sales would
        have been entitled, or (C) in the case of a merger or consolidation, require
        the
        surviving entity to issue to the Holder a convertible Debenture with a principal
        amount equal to the aggregate principal amount of this Debenture then held
        by
        such Holder, plus all accrued and unpaid interest and other amounts owing
        thereon, which such newly issued convertible Debenture shall have terms
        identical (including with respect to conversion) to the terms of this Debenture,
        and shall be entitled to all of the rights and privileges of the Holder of
        this
        Debenture set forth herein and the agreements pursuant to which this Debentures
        were issued. In the case of clause (C), the conversion price applicable for
        the
        newly issued shares of convertible preferred stock or convertible Debentures
        shall be based upon the amount of securities, cash and property that each
        share
        of Common Stock would receive in such transaction and the Conversion Price
        in
        effect immediately prior to the effectiveness or closing date for such
        transaction. The terms of any such merger, sale or consolidation shall include
        such terms so as to continue to give the Holder the right to receive the
        securities, cash and property set forth in this Section upon any conversion
        or
        redemption following such event. This provision shall similarly apply to
        successive such events.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (d)
         
        Other
        Provisions.

       

      (i) The
        Obligor covenants that it will at all times reserve and keep available out
        of
        its authorized and unissued shares of Common Stock solely for the purpose
        of
        issuance upon conversion of this Debenture and payment of interest on this
        Debenture, each as herein provided, free from preemptive rights or any other
        actual contingent purchase rights of persons other than the Holder, not less
        than such number of shares of the Common Stock as shall (subject to any
        additional requirements of the Obligor as to reservation of such shares set
        forth in this Debenture) be issuable (taking into account the adjustments
        and
        restrictions of Sections
        2(b) and 3(c))
        upon
        the conversion of the outstanding principal amount of this Debenture and
        payment
        of interest hereunder. The Obligor covenants that all shares of Common Stock
        that shall be so issuable shall, upon issue, be duly and validly authorized,
        issued and fully paid, nonassessable and, if the Underlying Shares Registration
        Statement has been declared effective under the Securities Act, registered
        for
        public sale in accordance with such Underlying Shares Registration
        Statement.

       

      (ii) Upon
        a
        conversion hereunder the Obligor shall not be required to issue stock
        certificates representing fractions of shares of the Common Stock, but may
        if
        otherwise permitted, make a cash payment in respect of any final fraction
        of a
        share based on the Closing Bid Price at such time. If the Obligor elects
        not, or
        is unable, to make such a cash payment, the Holder shall be entitled to receive,
        in lieu of the final fraction of a share, one whole share of Common
        Stock.

       

      (iii) The
        issuance of certificates for shares of the Common Stock on conversion of
        this
        Debenture shall be made without charge to the Holder thereof for any documentary
        stamp or similar taxes that may be payable in respect of the issue or delivery
        of such certificate, 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 Holder of such Debenture so converted and the Obligor shall not be required
        to issue or deliver such certificates unless or until the person or persons
        requesting the issuance thereof shall have paid to the Obligor the amount
        of
        such tax or shall have established to the satisfaction of the Obligor that
        such
        tax has been paid.

       

      (iv) Nothing
        herein shall limit a Holder's right to pursue actual damages or declare an
        Event
        of Default pursuant to Section
        2
        herein
        for the Obligor 's failure to deliver certificates representing shares of
        Common
        Stock upon conversion within the period specified herein and such Holder
        shall
        have the right to pursue all remedies available to it at law or in equity
        including, without limitation, a decree of specific performance and/or
        injunctive relief, in each case without the need to post a bond or provide
        other
        security. The exercise of any such rights shall not prohibit the Holder from
        seeking to enforce damages pursuant to any other Section hereof or under
        applicable law. 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (v) In
        addition to any other rights available to the Holder, if the Obligor fails
        to
        deliver to the Holder such certificate or certificates pursuant to Section
        3(a)(i) by
        the
        fifth (5th)
        Trading
        Day after the Conversion Date, and if after such fifth (5th)
        Trading
        Day the Holder purchases (in an open market transaction or otherwise) Common
        Stock to deliver in satisfaction of a sale by such Holder of the Underlying
        Shares which the Holder anticipated receiving upon such conversion (a
“Buy-In”),
        then
        the Obligor shall (A) pay in cash to the Holder (in addition to any remedies
        available to or elected by the Holder) the amount by which (x) the Holder's
        total purchase price (including brokerage commissions, if any) for the Common
        Stock so purchased exceeds (y) the product of (1) the aggregate number of
        shares
        of Common Stock that such Holder anticipated receiving from the conversion
        at
        issue multiplied by (2) the market price of the Common Stock at the time
        of the
        sale giving rise to such purchase obligation and (B) at the option of the
        Holder, either reissue a Debenture in the principal amount equal to the
        principal amount of the attempted conversion or deliver to the Holder the
        number
        of shares of Common Stock that would have been issued had the Obligor timely
        complied with its delivery requirements under Section
        3(a)(i).
        For
        example, if the Holder purchases Common Stock having a total purchase price
        of
        $11,000 to cover a Buy-In with respect to an attempted conversion of Debentures
        with respect to which the market price of the Underlying Shares on the date
        of
        conversion was a total of $10,000 under clause (A) of the immediately preceding
        sentence, the Obligor shall be required to pay the Holder $1,000. The Holder
        shall provide the Obligor written notice indicating the amounts payable to
        the
        Holder in respect of the Buy-In.

       

      Section
        4.       
        Notices.
         Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms hereof must be in writing and will be deemed to have
        been
        delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
        when
        sent by facsimile (provided confirmation of transmission is mechanically
        or
        electronically generated and kept on file by the sending party); or (iii)
        one
        (1) trading day after deposit with a nationally recognized overnight delivery
        service, in each case properly addressed to the party to receive the same.
        The
        addresses and facsimile numbers for such communications shall be:

      


      


      
        	
                If
                  to the Company, to:

              	
                Triangle
                  Petroleum Corporation

              
	 	
                Suite
                  1110, 521-3rd
                  Avenue, SW

              
	 	
                Calgary,
                  Alberta, Canada T2P 3T3

              
	 	
                Attention:     
                  Mark Gustafson

              
	 	
                Telephone:   
                  (403)
                  262-4471

              
	 	
                Facsimile:      
                  (403)
                  262-4472

              
	 	 
	
                With
                  a copy to: 

              	
                Sichenzia
                  Ross Friedman Ference LLP

              
	 	
                1065
                  Avenue of the Americas

              
	 	
                New
                  York, NY 10018

              
	 	
                Attention:    
                  Thomas
                  A. Rose, Esq.

              
	 	
                Telephone:   
                  (212)
                  930-9700

              
	 	
                Facsimile:      
                  (212)
                  930-9725

              


         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        
          	 	 
	
                  If
                    to the Holder:

                	
                  Cornell
                    Capital Partners, LP

                
	 	
                  101
                    Hudson Street, Suite 3700

                
	 	
                  Jersey
                    City, NJ 07303

                
	 	
                  Attention:    
                    Mark
                    Angelo

                
	 	
                  Telephone:   
                    (201)
                    985-8300

                
	 	 
	
                  With
                    a copy to:

                	
                  David
                    Gonzalez, Esq. 

                
	 	
                  101
                    Hudson Street - Suite 3700

                
	 	
                  Jersey
                    City, NJ 07302

                
	 	
                  Telephone:   
                    (201)
                    985-8300

                
	 	
                  Facsimile:      
                    (201)
                    985-8266

                
	 	 


        

      

      


      or
        at
        such other address and/or facsimile number and/or to the attention of such
        other
        person as the recipient party has specified by written notice given to each
        other party three (3) business days prior to the effectiveness of such change.
        Written confirmation of receipt (i) given by the recipient of such notice,
        consent, waiver or other communication, (ii) mechanically or electronically
        generated by the sender's facsimile machine containing the time, date, recipient
        facsimile number and an image of the first page of such transmission or (iii)
        provided by a nationally recognized overnight delivery service, shall be
        rebuttable evidence of personal service, receipt by facsimile or receipt
        from a
        nationally recognized overnight delivery service in accordance with clause
        (i),
        (ii) or (iii) above, respectively.

       

      Section
        5.       
        Definitions.
        For the
        purposes hereof, the following terms shall have the following
        meanings:

       

      “Business
        Day”
        means
        any day except Saturday, Sunday and any day which shall be a federal legal
        holiday in the United States or a day on which banking institutions are
        authorized or required by law or other government action to close.

       

      “Change
        of Control Transaction”
        means
        the occurrence of (a) an acquisition after the date hereof by an individual
        or
        legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the
        Exchange Act) of effective control (whether through legal or beneficial
        ownership of capital stock of the Obligor, by contract or otherwise) of in
        excess of fifty percent (50%) of the voting securities of the Obligor (except
        that the acquisition of voting securities by the Holder shall not constitute
        a
        Change of Control Transaction for purposes hereof), (b) a replacement at
        one
        time or over time of more than one-half of the members of the board of directors
        of the Obligor which is not approved by a majority of those individuals who
        are
        members of the board of directors on the date hereof (or by those individuals
        who are serving as members of the board of directors on any date whose
        nomination to the board of directors was approved by a majority of the members
        of the board of directors who are members on the date hereof), (c) the merger,
        consolidation or sale of fifty percent (50%) or more of the assets of the
        Obligor or any subsidiary of the Obligor in one or a series of related
        transactions with or into another entity, or (d) the execution by the Obligor
        of
        an agreement to which the Obligor is a party or by which it is bound, providing
        for any of the events set forth above in (a), (b) or (c).

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      “Commission”
        means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
        means
        the common stock, par value $.00001, of the Obligor and stock of any other
        class
        into which such shares may hereafter be changed or reclassified.

       

      “Conversion
        Date”
        shall
        mean the date upon which the Holder gives the Obligor notice of their intention
        to effectuate a conversion of this Debenture into shares of the Company’s Common
        Stock as outlined herein.

       

      “Closing
        Bid Price”
        means
        the price per share in the last reported trade of the Common Stock on the
        OTC
        Bulletin Board or on such Subsequent Market which the Common Stock is then
        listed as quoted by Bloomberg, LP.

       

      “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended.

       

      “Original
        Issue Date”
        shall
        mean the date of the first issuance of this Debenture regardless of the number
        of transfers and regardless of the number of instruments, which may be issued
        to
        evidence such Debenture.

       

      “Person”
        means a
        corporation, an association, a partnership, organization, a business, an
        individual, a government or political subdivision thereof or a governmental
        agency.

       

      “Securities
        Act”
        means
        the Securities Act of 1933, as amended, and the rules and regulations
        promulgated thereunder.

       

      “Trading
        Day”
        means a
        day on which the shares of Common Stock are quoted on the OTC or quoted or
        traded on such Subsequent Market on which the shares of Common Stock are
        then
        quoted or listed; provided, that in the event that the shares of Common Stock
        are not listed or quoted, then Trading Day shall mean a Business
        Day.

       

      “Transaction
        Documents”
        means
        the Securities Purchase Agreement or any other agreement delivered in connection
        with the Securities Purchase Agreement, including, without limitation, the
        Irrevocable Transfer Agent Instructions, the Security Agreement, the Elmworth
        Security Agreement, the Triangle USA Security Agreement, and the Registration
        Rights Agreement.

       

      “Underlying
        Shares”
        means
        the shares of Common Stock issuable upon conversion of this Debenture or
        as
        payment of interest in accordance with the terms hereof.

       

      “Underlying
        Shares Registration Statement”
        means a
        registration statement meeting the requirements set forth in the Registration
        Rights Agreement, covering among other things the resale of the Underlying
        Shares and naming the Holder as a “selling stockholder” thereunder.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Section
        6.       
        Except
        as
        expressly provided herein, no provision of this Debenture shall alter or
        impair
        the obligations of the Obligor, which are absolute and unconditional, to
        pay the
        principal of, interest and other charges (if any) on, this Debenture at the
        time, place, and rate, and in the coin or currency, herein prescribed. This
        Debenture is a direct obligation of the Obligor. This Debenture ranks pari
        passu
        with all other Debentures now or hereafter issued under the terms set forth
        herein. As long as this Debenture is outstanding, the Obligor shall not and
        shall cause their subsidiaries not to, without the consent of the Holder,
        (i)
        amend its articles of incorporation, bylaws or other charter documents so
        as to
        adversely affect any rights of the Holder; (ii) repay, repurchase or offer
        to
        repay, repurchase or otherwise acquire shares of its Common Stock or other
        equity securities other than as to the Underlying Shares to the extent permitted
        or required under the Transaction Documents; or (iii) enter into any agreement
        with respect to any of the foregoing. 

       

      Section
        7.       
        This
        Debenture shall not entitle the Holder to any of the rights of a stockholder
        of
        the Obligor, including without limitation, the right to vote, to receive
        dividends and other distributions, or to receive any notice of, or to attend,
        meetings of stockholders or any other proceedings of the Obligor, unless
        and to
        the extent converted into shares of Common Stock in accordance with the terms
        hereof.

       

      Section
        8.       
        If
        this
        Debenture is mutilated, lost, stolen or destroyed, the Obligor shall execute
        and
        deliver, in exchange and substitution for and upon cancellation of the mutilated
        Debenture, or in lieu of or in substitution for a lost, stolen or destroyed
        Debenture, a new Debenture for the principal amount of this Debenture so
        mutilated, lost, stolen or destroyed but only upon receipt of evidence of
        such
        loss, theft or destruction of such Debenture, and of the ownership hereof,
        and
        indemnity, if requested, all reasonably satisfactory to the
        Obligor.

       

      Section
        9.       
        No
        indebtedness of the Obligor is senior to this Debenture in right of payment,
        whether with respect to interest, damages or upon liquidation or dissolution
        or
        otherwise. Without the Holder’s consent, the Obligor will not and will not
        permit any of their subsidiaries to, directly or indirectly, enter into,
        create,
        incur, assume or suffer to exist any indebtedness of any kind, on or with
        respect to any of its property or assets now owned or hereafter acquired
        or any
        interest therein or any income or profits there from that is senior in any
        respect to the obligations of the Obligor under this Debenture.

       

      Section
        10.       
        This
        Debenture shall be governed by and construed in accordance with the laws
        of the
        State of New Jersey, without giving effect to conflicts of laws thereof.
        Each of
        the parties consents to the jurisdiction of the Superior Courts of the State
        of
        New Jersey sitting in Hudson County, New Jersey and the U.S. District
        Court
        for the District of New Jersey sitting in Newark, New Jersey in connection
        with
        any dispute arising under this Debenture and hereby waives, to the maximum
        extent permitted by law, any objection, including any objection based on
        forum non conveniens
        to the
        bringing of any such proceeding in such jurisdictions. 

       

      Section
        11.       
        If
        the
        Obligor fails to strictly comply with the terms of this Debenture, then the
        Obligor shall reimburse the Holder promptly for all fees, costs and expenses,
        including, without limitation, attorneys’ fees and expenses incurred by the
        Holder in any action in connection with this Debenture, including, without
        limitation, those incurred: (i) during any workout, attempted workout, and/or
        in
        connection with the rendering of legal advice as to the Holder’s rights,
        remedies and obligations, (ii) collecting any sums which become due to the
        Holder, (iii) defending or prosecuting any proceeding or any counterclaim
        to any
        proceeding or appeal; or (iv) the protection, preservation or enforcement
        of any
        rights or remedies of the Holder.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Section
        12.       
        Any
        waiver by the Holder of a breach of any provision of this Debenture shall
        not
        operate as or be construed to be a waiver of any other breach of such provision
        or of any breach of any other provision of this Debenture. The failure of
        the
        Holder to insist upon strict adherence to any term of this Debenture on one
        or
        more occasions shall not be considered a waiver or deprive that party of
        the
        right thereafter to insist upon strict adherence to that term or any other
        term
        of this Debenture. Any waiver must be in writing.

       

      Section
        13.       
        If
        any
        provision of this Debenture is invalid, illegal or unenforceable, the balance
        of
        this Debenture shall remain in effect, and if any provision is inapplicable
        to
        any person or circumstance, it shall nevertheless remain applicable to all
        other
        persons and circumstances. If it shall be found that any interest or other
        amount deemed interest due hereunder shall violate applicable laws governing
        usury, the applicable rate of interest due hereunder shall automatically
        be
        lowered to equal the maximum permitted rate of interest. The Obligor covenants
        (to the extent that it may lawfully do so) that it shall not at any time
        insist
        upon, plead, or in any manner whatsoever claim or take the benefit or advantage
        of, any stay, extension or usury law or other law which would prohibit or
        forgive the Obligor from paying all or any portion of the principal of or
        interest on this Debenture as contemplated herein, wherever enacted, now
        or at
        any time hereafter in force, or which may affect the covenants or the
        performance of this indenture, and the Obligor (to the extent it may lawfully
        do
        so) hereby expressly waives all benefits or advantage of any such law, and
        covenants that it will not, by resort to any such law, hinder, delay or impeded
        the execution of any power herein granted to the Holder, but will suffer
        and
        permit the execution of every such as though no such law has been
        enacted.

       

      Section
        14.       
        Whenever
        any payment or other obligation hereunder shall be due on a day other than
        a
        Business Day, such payment shall be made on the next succeeding Business
        Day.

       

      Section
        15.       
        THE
        PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY
        OF
        THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON
        OR
        ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION
        DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
        VERBAL
        OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
        FOR
        THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

       

      [REMAINDER
        OF PAGE INTENTIONLLY LEFT BLANK]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF,
        the
        Obligor has caused this Secured Convertible Debenture to be duly executed
        by a
        duly authorized officer as of the date set forth above.

       

      
        	 	 	 
	 	
                TRIANGLE
                  PETROLEUM CORPORATION 

              
	 
 	 
 	 
 
	Date: 	By:  	/s/ 
                MARK GUSTAFSON
	 	
                

                Name: Mark
                  Gustafson

              
	 	
                Title: Chief
                  Executive Officer