Exhibit
      4.3

     

    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
      TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
      SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
      IS
      AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
      

     

     

    WARRANT

     

    TO
      PURCHASE COMMON STOCK 

    


    OF

    


    DEEP
      WELL
      OIL & GAS, INC.

     

    

      
        	
                Original
                  Issue Date: March 10, 2005

              	
                Warrant
                  No.  __

              


      

    

    


    THIS
      CERTIFIES that_____________________________________ or any subsequent holder
      hereof (the “Holder”),
      has
      the right to purchase from DEEP WELL OIL & GAS, INC., a Nevada corporation
      (the “Company”),
      up to
      ________ fully paid and nonassessable shares of the Company’s common stock, par
      value $0.001 per share (the “Common
      Stock”),
      subject to adjustment as provided herein, at a price per share equal to the
      Exercise Price (as defined below), at any time and from time to time beginning
      on the date on which this Warrant is originally issued (the “Issue
      Date”)
      and
      ending at 6:00 p.m., eastern time, on the date that is the fifth (5th)
      anniversary of the Issue Date (or, if such date is not a Business Day, on the
      Business Day immediately following such date) (the “Expiration
      Date”).
      This
      Warrant is issued pursuant to a Securities Purchase Agreement, dated as of
      March
      10, 2005 (the “Securities
      Purchase Agreement”).
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Securities Purchase Agreement.

     

    1. Exercise.

    


    (a)
       Right
      to Exercise; Exercise Price.
      The
      Holder shall have the right to exercise this Warrant at any time and from time
      to time during the period beginning on the Issue Date and ending on the
      Expiration Date as to all or any part of the shares of Common Stock covered
      hereby (the “Warrant
      Shares”).
      The
“Exercise
      Price”
for
      each Warrant Share purchased by the Holder upon the exercise of this Warrant
      shall be equal to forty cent ($0.40), subject to adjustment for the events
      specified in Section
      6
      below.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)
       Exercise
      Notice.
      In
      order to exercise this Warrant, the Holder shall send to the Company by
      facsimile transmission, at any time prior to 6:00 p.m., eastern time, on the
      Business Day on which the Holder wishes to effect such exercise (the
“Exercise
      Date”),
      (i) a
      notice of exercise in substantially the form attached hereto as Exhibit A (the
      “Exercise
      Notice”),
      and
      (ii) a copy of the original Warrant, and, in the case of a Cash Exercise (as
      defined below), the Holder shall pay the Exercise Price to the Company by wire
      transfer of immediately available funds. The
      Exercise Notice shall state the name or names in which the shares of Common
      Stock that are issuable on such exercise shall be issued. In
      the
      case of a dispute between the Company and the Holder as to the calculation
      of
      the Exercise Price or the number of Warrant Shares issuable hereunder
      (including, without limitation, the calculation of any adjustment pursuant
      to
Section
      6
      below),
      the Company shall issue to the Holder the number of Warrant Shares that are
      not
      disputed within the time periods specified in Section
      2
      below
      and shall submit the disputed calculations to a certified public accounting
      firm
      of national reputation (other than the Company’s regularly retained accountants)
      within two (2) Business Days following the date on which the Holder’s Exercise
      Notice is delivered to the Company. The Company shall cause such accountant
      to
      calculate the Exercise Price and/or the number of Warrant Shares issuable
      hereunder and to notify the Company and the Holder of the results in writing
      no
      later than three (3) Business Days following the day on which such accountant
      received the disputed calculations (the “Dispute
      Procedure”).
      Such
      accountant’s calculation shall be deemed conclusive absent manifest error. The
      fees of any such accountant shall be borne by the party whose calculations
      were
      most at variance with those of such accountant.

    


    (c)
       Holder
      of Record.
      The
      Holder shall, for all purposes, be deemed to have become the holder of record
      of
      the Warrant Shares specified in an Exercise Notice on the Exercise Date
      specified therein, irrespective of the date of delivery of such Warrant Shares.
      Except as specifically provided herein, nothing in this Warrant shall be
      construed as conferring upon the Holder hereof any rights as a stockholder
      of
      the Company prior to the Exercise Date.

    


    (d)
       Cancellation
      of Warrant.
      This
      Warrant shall be canceled upon its exercise in full and, if this Warrant is
      exercised in part, the Company shall, at the time that it delivers Warrant
      Shares to the Holder pursuant to such exercise as provided herein, issue a
      new
      warrant, and deliver to the Holder a certificate representing such new warrant,
      with terms identical in all respects to this Warrant (except that such new
      warrant shall be exercisable into the number of shares of Common Stock with
      respect to which this Warrant shall remain unexercised); provided,
      however,
      that
      the Holder shall be entitled to exercise all or any portion of such new warrant
      at any time following the time at which this Warrant is exercised, regardless
      of
      whether the Company has actually issued such new warrant or delivered to the
      Holder a certificate therefor.

    


    2. Delivery
      of Warrant Shares Upon Exercise.
      Upon
      receipt of a fax copy of an Exercise Notice pursuant to Section
      1
      above,
      the Company shall, (A) in the case of a Cash Exercise, no later than the close
      of business on the later to occur of (i) the third (3rd) Business Day following
      the Exercise Date specified in such Exercise Notice and (ii) such later date
      on
      which the Company shall have received payment of the Exercise Price, (B) in
      the
      case of a Cashless Exercise (as defined below), no later than the close of
      business on the third (3rd) Business Day following the Exercise Date specified
      in such Exercise Notice, and (C) with respect to Warrant Shares that are the
      subject of a Dispute Procedure, the close of business on the third (3rd)
      Business Day following the determination made pursuant to Section
      1(b)
      (each of
      the dates specified in (A), (B) or (C) being referred to as a “Delivery
      Date”),
      issue
      and deliver or caused to be delivered to the Holder the number of Warrant Shares
      as shall be determined as provided herein. The Company shall effect delivery
      of
      Warrant Shares to the Holder, as long as the Company’s designated transfer agent
      (the “Transfer
      Agent”)
      participates in the Depository Trust Company (“DTC”)
      Fast
      Automated Securities Transfer program (“FAST”)
      and no
      restrictive legend is required pursuant to the terms of this Warrant or the
      Securities Purchase Agreement, by crediting the account of the Holder or its
      nominee at DTC (as specified in the applicable Exercise Notice) with the number
      of Warrant Shares required to be delivered, no later than the close of business
      on such Delivery Date. In the event that the Transfer Agent is not a participant
      in FAST or if the Holder so specifies in a Exercise Notice or otherwise in
      writing on or before the Exercise Date, the Company shall effect delivery of
      Warrant Shares by delivering to the Holder or its nominee physical certificates
      representing such Warrant Shares, no later than the close of business on such
      Delivery Date. Warrant Shares delivered to the Holder shall not contain any
      restrictive legend unless such legend is required pursuant to the terms of
      the
      Securities Purchase Agreement.


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    3. Failure
      to Deliver Warrant Shares.
      

    


    (a) In
      the
      event that the Company fails for any reason to deliver to the Holder the number
      of Warrant Shares specified in the applicable Exercise Notice on or before
      the
      Delivery Date therefor (an “Exercise
      Default”),
      the
      Company shall pay to the Holder payments (“Exercise
      Default Payments”)
      in the
      amount of (i) (N/365) multiplied
      by
      (ii)
the
      aggregate Exercise Price of the Warrant Shares which are the subject of such
      Exercise
      Default
      multiplied
      by
      (iii)
      the lower of twelve percent (12%) per annum and the maximum rate permitted
      by
      applicable law (the “Default
      Interest Rate”),
      where
“N” equals the number of days elapsed between the original Delivery Date of such
      Warrant Shares and the date on which all of such Warrant Shares are issued
      and
      delivered to the Holder. Cash amounts payable hereunder shall be paid on or
      before the fifth (5th) Business Day of each calendar month following the
      calendar month in which such amount has accrued. 

    


    (b) In
      the
      event of an Exercise Default, the Holder may, upon written notice to the Company
      (an “Exercise
      Default Notice”),
      regain on the date of such notice the rights of the Holder under the exercised
      portion of this Warrant that is the subject of such Exercise
      Default. In
      the
      event of such Exercise Default and delivery of an Exercise Default Notice,
      the
      Holder shall retain all of the Holder’s rights and remedies with respect to the
      Company’s failure to deliver such Warrant Shares (including without limitation
      the right to receive the cash payments specified in Section
      3(a)
      above).

    


    (c)
       The
      Holder’s rights and remedies hereunder are cumulative, and no right or remedy is
      exclusive of any other. In addition to the amounts specified herein, the Holder
      shall have the right to pursue all other remedies available to it at law or
      in
      equity (including, without limitation, a decree of specific performance and/or
      injunctive relief). Nothing herein shall limit the Holder’s right to pursue
      actual damages for the Company’s failure to issue and deliver Warrant Shares on
      the applicable Delivery Date (including, without limitation, damages relating
      to
      any purchase of Common Stock by the Holder to make delivery on a sale effected
      in anticipation of receiving Warrant Shares upon exercise, such damages to
      be in
      an amount equal to (A) the aggregate amount paid by the Holder for the Common
      Stock so purchased minus
      (B) the
      aggregate amount of net proceeds, if any, received by the Holder from the sale
      of the Warrant Shares issued by the Company pursuant to such
      exercise).  


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    4.  Exercise
      Limitations.
      In
      no
      event shall a Holder be permitted to exercise
      this Warrant, or part hereof, if, upon such exercise, the number of shares
      of
      Common Stock beneficially owned by the Holder (other than shares which would
      otherwise be deemed beneficially owned except for being subject to a limitation
      on conversion or exercise analogous to the limitation contained in this
Section
      4),
      would
      exceed 4.99% of the number of shares of Common Stock then issued and
      outstanding. As used herein, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Securities Exchange Act of 1934, as
      amended, and the rules thereunder. To the extent that the limitation contained
      in this Section
      4 applies,
      the submission of an Exercise Notice by the Holder shall be deemed to be the
      Holder’s representation that this Warrant is exercisable pursuant to the terms
      hereof and the Company shall be entitled to rely on such representation without
      making any further inquiry as to whether this Section
      4
      applies.
      Nothing contained herein shall be deemed to restrict the right of a Holder
      to
      exercise this Warrant, or part thereof, at such time as such exercise will
      not
      violate the provisions of this Section
      4.
      This
Section
      4
      may not
      be amended unless such amendment is approved by the holders of a majority of
      the
      Common Stock then outstanding; provided,
      however,
      that
      the
      limitations contained in this Section
      4
      shall
      cease to apply (x) upon sixty (60) days’ prior written notice from the Holder to
      the Company, or (y) immediately upon written notice from the Holder to the
      Company at any time after the public announcement or other disclosure of a
      Major
      Transaction (as defined below) or a Change of Control. For purposes hereof,
      “Change
      of Control”
means
      the existence or occurrence of any of the following: (a) the sale, conveyance
      or
      disposition of all or substantially all of the assets of the Company; (b) the
      effectuation of a transaction or series of transactions in which more than
      fifty
      percent (50%) of the voting power of the Company is disposed of; (c) the
      consolidation, merger or other business combination of the Company with or
      into
      any other entity, immediately following which the prior stockholders of the
      Company fail to own, directly or indirectly, at least fifty percent (50%) of
      the
      surviving entity; (d) a transaction or series of transactions in which any
      Person or group acquires more than fifty percent (50%) of the voting equity
      of
      the Company; and (e) the individuals serving on the Board of Directors as of
      the
      Closing Date do not at any time constitute at least a majority of the Board
      of
      Directors of the Company.

    


    5.
       Payment
      of the Exercise Price; Cashless Exercise.
      The
      Holder may pay the Exercise Price in either of the following forms or, at the
      election of Holder, a combination thereof:

    


    (a) through
      a
      cash exercise (a “Cash
      Exercise”)
      by
      delivering immediately available funds, or

    


    (b) if,
      for
      any reason, an effective Registration Statement is not available for the resale
      of all of the Warrant Shares issuable hereunder at the time an Exercise Notice
      is delivered to the Company, through a cashless exercise (a “Cashless
      Exercise”),
      as
      hereinafter provided. The Holder may effect a Cashless Exercise by surrendering
      this Warrant to the Company and noting on the Exercise Notice that the Holder
      wishes to effect a Cashless Exercise, upon which the Company shall issue to
      the
      Holder the number of Warrant Shares determined as follows:


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              X
                =
                Y x (A-B)/A

            
	 	 
	
              where:

            	
              X
                =
                the number of Warrant Shares to be issued to the
                Holder;

            
	 	 
	 	
              Y
                =
                the number of Warrant Shares with respect to which this Warrant is
                being
                exercised;

            
	 	 
	 	
              A
                =
                the Market Price as of the Exercise Date; and

            
	 	 
	 	
              B
                =
                the Exercise Price.

            


    

    


    For
      purposes of Rule 144, it is intended and acknowledged that the Warrant Shares
      issued in a Cashless Exercise transaction shall be deemed to have been acquired
      by the Holder, and the holding period for the Warrant Shares required by Rule
      144 shall be deemed to have been commenced, on the Issue Date. 

    


    6. Anti-Dilution
      Adjustments; Distributions; Other Events.
      The
      Exercise Price and the number of Warrant Shares issuable hereunder shall be
      subject to adjustment from time to time as provided in this Section
      6.
      In the
      event that any adjustment of the Exercise Price required herein results in
      a
      fraction of a cent, the Exercise Price shall be rounded up or down to the
      nearest one hundredth of a cent.

    


    (a) Subdivision
      or Combination of Common Stock.
      If the
      Company, at any time after the Issue Date, subdivides (by any stock split,
      stock
      dividend, recapitalization, reorganization, reclassification or otherwise)
      the
      outstanding shares of Common Stock into a greater number of shares, then
      effective upon the close of business on the record date for effecting such
      subdivision, the Exercise Price in effect immediately prior to such subdivision
      will be proportionately reduced. If the Company, at any time after the Issue
      Date, combines (by reverse stock split, recapitalization, reorganization,
      reclassification or otherwise) the outstanding shares of Common Stock into
      a
      smaller number of shares, then, effective upon the close of business on the
      record date for effecting such combination, the Exercise Price in effect
      immediately prior to such combination will be proportionally
      increased.

    


    (b)
       Distributions.
      If, at
      any time after the Issue Date, the Company declares or makes any distribution
      of
      cash or any other assets (or rights to acquire such assets) to holders of Common
      Stock, as a partial liquidating dividend or otherwise, including without
      limitation any dividend or distribution to the Company’s stockholders in shares
      (or rights to acquire shares) of capital stock of a subsidiary) (a “Distribution”),
      the
      Company shall deliver written notice of such Distribution (a “Distribution
      Notice”)
      to the
      Holder at least thirty (30) days prior to the earlier to occur of (i) the record
      date for determining stockholders entitled to such Distribution (the
“Record
      Date”)
      and
      (ii) the date on which such Distribution is made (the “Distribution
      Date”)
      (the
      earlier of such dates being referred to as the “Determination
      Date”).
      Within ten (10) days following receipt of a Distribution Notice, the Holder
      shall notify the Company whether the Holder has elected (A) to receive, upon
      any
      exercise of this Warrant after the Determination Date, the same amount and
      type
      of assets being distributed in such Distribution as though the Holder were,
      on
      the Determination Date, a holder of a number of shares of Common Stock into
      which this Warrant is exercisable as of such Determination Date (such number
      of
      shares to be determined at the Exercise Price then in effect and without giving
      effect to any limitations on such exercise) or (B) upon any exercise of this
      Warrant on or after the Determination Date, to reduce the Exercise Price
      applicable to such exercise by reducing the Exercise Price in effect on the
      Business Day immediately preceding the Determination Date by an amount equal
      to
      the fair market value of the assets to be distributed divided by the number
      of
      shares of Common Stock as to which such Distribution is to be made, such fair
      market value to be reasonably determined in good faith by the Company’s Board of
      Directors. If the Holder does not notify the Company of its election pursuant
      to
      the preceding sentence on or before the tenth (10th)
      day
      following receipt of a Distribution Notice delivered in accordance with this
      paragraph (b), the Holder shall be deemed to have elected clause (A) of the
      preceding sentence; and if the Company does not deliver a Distribution Notice
      within the time frames specified above, the Holder shall have the right to
      choose either clause (A) or clause (B) of the preceding sentence at any time
      following the date on which Holder’s receives notice or otherwise becomes aware
      of the Distribution.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    (c) Dilutive
      Issuances.
      If, at
      any time after the Issue Date, the Company issues or sells, or in accordance
      with paragraph (d) below, is deemed to have issued or sold, any shares of Common
      Stock for a price per share less than the Exercise Price on the date of such
      issuance or sale (a “Dilutive
      Issuance”),
      then
      the Exercise Price shall be adjusted to equal such lower price. No adjustment
      shall be made pursuant hereto if such adjustment would result in an increase
      in
      the Exercise Price.

     

    (d) Effect
      On Exercise Price Of Certain Events.
      For
      purposes of determining the adjusted Exercise Price under paragraph (c) above,
      the following will be applicable:

     

    (A) Issuance
      Of Purchase Rights.
      If the
      Company issues or sells any Purchase Rights, whether or not immediately
      exercisable, and the price per share for which Common Stock is issuable upon
      the
      exercise of such Purchase Rights (and the price of any conversion of Convertible
      Securities, if applicable) is less than the Exercise Price in effect on the
      date
      of issuance or sale of such Purchase Rights, then the maximum total number
      of
      shares of Common Stock issuable upon the exercise of all such Purchase Rights
      (assuming full conversion, exercise or exchange of Convertible Securities,
      if
      applicable) shall, as of the date of the issuance or sale of such Purchase
      Rights, be deemed to be outstanding and to have been issued and sold by the
      Company for such price per share. For purposes of the preceding sentence, the
      “price per share for which Common Stock is issuable upon the exercise of such
      Purchase Rights” shall be determined by dividing (x) the total amount, if any,
      received or receivable by the Company as consideration for the issuance or
      sale
      of all such Purchase Rights, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the exercise of all such
      Purchase Rights, plus,
      in the
      case of Convertible Securities issuable upon the exercise of such Purchase
      Rights, the minimum aggregate amount of additional consideration payable upon
      the conversion, exercise or exchange thereof (determined in accordance with
      the
      calculation method set forth in subparagraph (B) below) at the time such
      Convertible Securities first become convertible, exercisable or exchangeable,
      by
      (y) the maximum total number of shares of Common Stock issuable upon the
      exercise of all such Purchase Rights (assuming full conversion, exercise or
      exchange of Convertible Securities, if applicable). No further adjustment to
      the
      Exercise Price shall be made upon the actual issuance of such Common Stock
      upon
      the exercise of such Purchase Rights or upon the conversion, exercise or
      exchange of Convertible Securities issuable upon exercise of such Purchase
      Rights.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    (B) Issuance
      Of Convertible Securities.
      If the
      Company issues or sells any Convertible Securities, whether or not immediately
      convertible, exercisable or exchangeable, and the price per share for which
      Common Stock is issuable upon such conversion, exercise or exchange is less
      than
      the Exercise Price in effect on the date of issuance or sale of such Convertible
      Securities, then the maximum total number of shares of Common Stock issuable
      upon the conversion, exercise or exchange of all such Convertible Securities
      shall, as of the date of the issuance or sale of such Convertible Securities,
      be
      deemed to be outstanding and to have been issued and sold by the Company for
      such price per share. If the Convertible Securities so issued or sold do not
      have a fluctuating conversion or exercise price or exchange ratio, then for
      the
      purposes of the immediately preceding sentence, the “price per share for which
      Common Stock is issuable upon such conversion, exercise or exchange” shall be
      determined by dividing (x) the total amount, if any, received or receivable
      by
      the Company as consideration for the issuance or sale of all such Convertible
      Securities, plus the minimum aggregate amount of additional consideration,
      if
      any, payable to the Company upon the conversion, exercise or exchange thereof
      (determined in accordance with the calculation method set forth in this
      subparagraph (B)), by (y) the maximum total number of shares of Common Stock
      issuable upon the exercise, conversion or exchange of all such Convertible
      Securities. If the Convertible Securities so issued or sold have a fluctuating
      conversion or exercise price or exchange ratio (a “Variable
      Rate Convertible Security”),
      then
      for purposes of the first sentence of this subparagraph (B), the “price per
      share for which Common Stock is issuable upon such conversion, exercise or
      exchange” shall be deemed to be the lowest price per share which would be
      applicable (assuming all holding period and other conditions to any discounts
      contained in such Variable Rate Convertible Security have been satisfied) if
      the
      conversion price of such Variable Rate Convertible Security on the date of
      issuance or sale thereof were seventy-five percent (75%) of the actual
      conversion price on such date (the “Assumed
      Variable Market Price”),
      and,
      further, if the conversion price of such Variable Rate Convertible Security
      at
      any time or times thereafter is less than or equal to the Assumed Variable
      Market Price last used for making any adjustment under this paragraph (c) with
      respect to any Variable Rate Convertible Security, the Exercise Price in effect
      at such time shall be readjusted to equal the Exercise Price which would have
      resulted if the Assumed Variable Market Price at the time of issuance of the
      Variable Rate Convertible Security had been seventy-five percent (75%) of the
      actual conversion price of such Variable Rate Convertible Security existing
      at
      the time of the adjustment required by this sentence; provided,
      however,
      that if
      the conversion or exercise price or exchange ratio of a Convertible Security
      may
      fluctuate solely as a result of provisions designed to protect against dilution,
      such Convertible Security shall not be deemed to be a Variable Rate Convertible
      Security. No further adjustment to the Exercise Price shall be made upon the
      actual issuance of such Common Stock upon conversion, exercise or exchange
      of
      such Convertible Securities.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    (C) Change
      In Option Price Or Conversion Rate.
      If,
      following an adjustment to the Exercise Price upon the issuance of Purchase
      Rights or Convertible Securities pursuant to a Dilutive Issuance, there is
      a
      change at any time in (x) the amount of additional consideration payable to
      the
      Company upon the exercise of any Purchase Rights; (y) the amount of additional
      consideration, if any, payable to the Company upon the conversion, exercise
      or
      exchange of any Convertible Securities; or (z) the rate at which any Convertible
      Securities are convertible into or exercisable or exchangeable for Common Stock
      (in each such case, other than under or by reason of provisions designed to
      protect against dilution), then in any such case, the Exercise Price in effect
      at the time of such change shall be readjusted to the Exercise Price which
      would
      have been in effect at such time had such Purchase Rights or Convertible
      Securities still outstanding provided for such changed additional consideration
      or changed conversion, exercise or exchange rate, as the case may be, at the
      time initially issued or sold.

     

    (D) Calculation
      Of Consideration Received.
      If any
      Common Stock, Purchase Rights or Convertible Securities are issued or sold
      for
      cash, the consideration received therefor will be the amount received by the
      Company therefore. In case any Common Stock, Purchase Rights or Convertible
      Securities are issued or sold for a consideration part or all of which shall
      be
      other than cash, including in the case of a strategic or similar arrangement
      in
      which the other entity will provide services to the Company, purchase services
      from the Company or otherwise provide intangible consideration to the Company,
      the amount of the consideration other than cash received by the Company
      (including the net present value of the consideration expected by the Company
      for the provided or purchased services) shall be the fair market value of such
      consideration, except where such consideration consists of publicly traded
      securities, in which case the amount of consideration received by the Company
      will be the Market Price thereof on the date of receipt. In case any Common
      Stock, Purchase Rights or Convertible Securities are issued in connection with
      any merger or consolidation in which the Company is the surviving corporation,
      the amount of consideration therefor will be deemed to be the fair market value
      of such portion of the net assets and business of the non-surviving corporation
      as is attributable to such Common Stock, Purchase Rights or Convertible
      Securities, as the case may be. The independent members of the Company’s Board
      of Directors shall calculate reasonably and in good faith, using standard
      commercial valuation methods appropriate for valuing such assets, the fair
      market value of any consideration other than cash or securities.

     

    (E) Issuances
      Without Consideration Pursuant to Existing Securities.
      If the
      Company issues (or becomes obligated to issue) shares of Common Stock pursuant
      to any anti-dilution or similar adjustments (other than as a result of stock
      splits, stock dividends and the like) contained in any Convertible Securities
      or
      Purchase Rights outstanding as of the date hereof, then all shares of Common
      Stock so issued shall be deemed to have been issued for no consideration.


    
       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

    

     

    (e) Exceptions
      To Adjustment Of Exercise Price. Notwithstanding the foregoing, no adjustment
      to
      the Exercise Price shall be made pursuant to paragraph (c) above upon the
      issuance of any Excluded Securities. For purposes hereof, “Excluded Securities”
means (I) securities purchased under the Securities Purchase Agreement; (II)
      securities issued upon exercise of the Warrants; (III) shares of Common Stock
      issuable or issued to (x) employees, consultants or directors from time to
      time
      upon the exercise of options, in such case granted or to be granted in the
      discretion of the Board of Directors pursuant to one or more stock option plans
      or restricted stock plans in effect as of the Issue Date or adopted after the
      Issue Date by the independent members of the Board of Directors with
      substantially the same terms as such plans in effect as of the Issue Date,
      or
      (y) vendors pursuant to warrants to purchase Common Stock that are outstanding
      on the date hereof or issued hereafter, provided such issuances are approved
      by
      the Board of Directors; (IV) shares of Common Stock issued in connection with
      a
      commercial lending transaction with a federally-insured financial institution
      that is approved by the independent members of the Board of Directors,
provided
      that the
      fair market value of such shares does not exceed ten percent (10%) of the amount
      borrowed; (V) shares of Common Stock issued in connection with any stock split,
      stock dividend or recapitalization of the Company; (VI) shares of Common Stock
      issued in connection with the acquisition by the Company of any corporation
      or
      other entity
      occurring after the Effective Date, provided
      that a
      fairness opinion with respect to such acquisition is rendered by an investment
      bank of national recognition; (VII) shares of Common Stock issued in connection
      with any Convertible Securities or Purchase Rights outstanding on the date
      hereof and disclosed in a schedule to the Securities Purchase Agreement; and
      (VIII) shares issued to Persons with whom the Company is entering into a joint
      venture, strategic alliance or other commercial relationship in connection
      with
      the operation of the Company’s business
      and not
      in connection with a transaction the purpose of which is to raise equity
      capital. 


    (f) Notice
      Of Adjustments.
      Upon
      the occurrence of one or more adjustments or readjustments of the Exercise
      Price
      pursuant to paragraph (c) above or any change in the number or type of stock,
      securities and/or other property issuable upon exercise of this Warrant, the
      Company, at its expense, shall promptly compute such adjustment or readjustment
      or change and prepare and furnish to the Holder a notice (an “Adjustment
      Notice”)
      setting forth such adjustment or readjustment or change and showing in detail
      the facts upon which such adjustment or readjustment or change is based, and,
      on
      or before the time that it delivers an Adjustment Notice, publicly disclose
      the
      contents thereof. The failure of the Company to deliver an Adjustment Notice
      shall not affect the validity of any such adjustment.

     

    (g)
       Major
      Transactions.
      In the
      event of a merger, consolidation, business combination, tender offer, exchange
      of shares, recapitalization, reorganization, redemption or other similar event,
      as a result of which shares of Common Stock shall be changed into the same
      or a
      different number of shares of the same or another class or classes of stock
      or
      securities or other assets of the Company or another entity or the Company
      shall
      sell all or substantially all of its assets (each of the foregoing being a
      “Major
      Transaction”),
      the
      Company will give the Holder at least twenty (20) Trading Days written notice
      prior to the earlier of (x) the closing or effectiveness of such Major
      Transaction and (y) the record date for the receipt of such shares of stock
      or
      securities or other assets. In the event of a Major Transaction, the Holder
      shall be permitted to either (i) require the Company to repurchase this Warrant
      for an amount to the value of this Warrant calculated pursuant to the
      Black-Scholes pricing model or (ii) exercise this Warrant in whole or in part
      at
      any time prior to the record date for the receipt of such consideration and
      shall be entitled to receive, for each share of Common Stock issuable to Holder
      upon such exercise, the same per share consideration payable to the other
      holders of Common Stock in connection with such Major Transaction. If and to
      the
      extent that the Holder retains any portion of this Warrant following such record
      date, the Company will cause the surviving or, in the event of a sale of assets,
      purchasing entity, as a condition precedent to such Major Transaction, to assume
      the obligations of the Company under this Warrant, with such adjustments to
      the
      Exercise Price and the securities covered hereby as may be necessary in order
      to
      preserve the economic benefits of this Warrant to the Holder.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (h)
       Adjustments;
      Additional Shares, Securities or Assets.
      In the
      event that at any time, as a result of an adjustment made pursuant to this
      Section
      6,
      the
      Holder of this Warrant shall, upon exercise of this Warrant, become entitled
      to
      receive securities or assets (other than Common Stock) then, wherever
      appropriate, all references herein to shares of Common Stock shall be deemed
      to
      refer to and include such shares and/or other securities or assets; and
      thereafter the number of such shares and/or other securities or assets shall
      be
      subject to adjustment from time to time in a manner and upon terms as nearly
      equivalent as practicable to the provisions of this Section
      6.
      Any
      adjustment made herein that results in a decrease in the Exercise Price shall
      also effect a proportional increase in the number of shares of Common Stock
      into
      which this Warrant is exercisable.

    


    7. Fractional
      Interests.

    


    No
      fractional shares or scrip representing fractional shares shall be issuable
      upon
      the exercise of this Warrant, but on exercise of this Warrant, the Holder hereof
      may purchase only a whole number of shares of Common Stock. If, on exercise
      of
      this Warrant, the Holder hereof would be entitled to a fractional share of
      Common Stock or a right to acquire a fractional share of Common Stock, the
      Company shall, in lieu of issuing any such fractional share, pay to the Holder
      an amount in cash equal to the product resulting from multiplying such fraction
      by the Market Price as of the Exercise Date. 

    


    8. Transfer
      of this Warrant.
      

    


    The
      Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant,
      in whole or in part, as long as such sale or other disposition is made pursuant
      to an effective registration statement or an exemption from the registration
      requirements of the Securities Act. Upon such transfer or other disposition
      (other than a pledge), the Holder shall deliver this Warrant to the Company
      together with a written notice to the Company, substantially in the form of
      the
      Transfer Notice attached hereto as Exhibit B (the “Transfer
      Notice”),
      indicating the person or persons to whom this Warrant shall be transferred
      and,
      if less than all of this Warrant is transferred, the number of Warrant Shares
      to
      be covered by the part of this Warrant to be transferred to each such person.
      Within three (3) Business Days of receiving a Transfer Notice and the original
      of this Warrant, the Company shall deliver to the each transferee designated
      by
      the Holder a Warrant or Warrants of like tenor and terms for the appropriate
      number of Warrant Shares and, if less than all this Warrant is transferred,
      shall deliver to the Holder a Warrant for the remaining number of Warrant
      Shares. 

    


    9. Benefits
      of this Warrant.

    


    This
      Warrant shall be for the sole and exclusive benefit of the Holder of this
      Warrant and nothing in this Warrant shall be construed to confer upon any person
      other than the Holder of this Warrant any legal or equitable right, remedy
      or
      claim hereunder.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    10. Loss,
      theft, destruction or mutilation of Warrant.

    


    Upon
      receipt by the Company of evidence of the loss, theft, destruction or mutilation
      of this Warrant, and (in the case of loss, theft or destruction) of indemnity
      reasonably satisfactory to the Company, and upon surrender of this Warrant,
      if
      mutilated, the Company shall execute and deliver a new Warrant of like tenor
      and
      date.

    


    11. Notice
      or Demands.

     

    Any
      notice, demand or request required or permitted to be given by the Company
      or
      the Holder pursuant to the terms of this Warrant shall be in writing and shall
      be deemed delivered (i) when delivered personally or by verifiable facsimile
      transmission, unless such delivery is made on a day that is not a Business
      Day,
      in which case such delivery will be deemed to be made on the next succeeding
      Business Day, (ii) on the next Business Day after timely delivery to an
      overnight courier and (iii) on the Business Day actually received if deposited
      in the U.S. mail (certified or registered mail, return receipt requested,
      postage prepaid), addressed as follows:

     

    If
      to
      the Company:

    


    Deep
      Well
      Oil & Gas,
      Inc.

    Suite
      510
      Royal Bank Building

    10117
      Jasper Avenue NW

    Edmonton,
      AB T5J 1W8

    Attn:
       Chief
      Financial Officer

    Tel: (780)
      409-8144

    Fax:
       (780)
      409-8146

     

    with
      a copy (which
      shall not constitute notice) to:

    


    Dorsey
      & Whitney LLP

    Suite
      1605, 777 Dunsmuir Street

    Vancouver
      B.C. V7Y 1K4

    Attn: Mr.
      Dan
      M. Miller

    Tel: (604)
      630-5199

    Fax: (604)
      687-8504

     

    and
      if to
      the Holder, to such address as the Holder shall have furnished to the Company
      in
      writing. 

    


    12. Applicable
      Law.

    


    This
      Warrant is issued under and shall for all purposes be governed by and construed
      in accordance with the laws of the State of New York applicable to contracts
      made and to be performed entirely within the State of New York.


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    13. Amendments.

     

    No
      amendment, modification or other change to, or waiver of any provision of,
      this
      Warrant may be made unless such amendment, modification or change is (A) set
      forth in writing and is signed by the Company and the Holder and (B) agreed
      to
      in writing by the holders of at least two-thirds (2/3) of the number of shares
      into which the Warrants are exercisable (without regard to any limitation
      contained herein on such exercise), it being understood that upon the
      satisfaction of the conditions described in (A) and (B) above, each Warrant
      (including any Warrant held by the Holder who did not execute the agreement
      specified in (B) above) shall be deemed to incorporate any amendment,
      modification, change or waiver effected thereby as of the effective date
      thereof.

    


    14. Entire
      Agreement.
       

     

    This
      Warrant and the other Transaction Documents constitute the entire agreement
      among the parties hereto with respect to the subject matter hereof and thereof.
      There are no restrictions, promises, warranties or undertakings, other than
      those set forth or referred to herein and therein. This Warrant and the other
      Transaction Documents supersede all prior agreements and understandings among
      the parties hereto with respect to the subject matter hereof and
      thereof.

     

    15. Headings.
      

     

    The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    [Signature
      Page to Follow]


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has duly executed and delivered this Warrant #25
      as
      of the Original Issue Date.

     

    
      	 DEEP
              WELL OIL & GAS, INC.
	 	 
	
              By:
                

            	 
	 	
              Name:
                Dr. Horst A. Schmid

            
	 	
              Title:
                President and Chief Executive Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A to WARRANT

    


    EXERCISE
      NOTICE

     

    The
      undersigned Holder hereby irrevocably exercises the right to purchase
 
      of the
      shares of Common Stock (“Warrant
      Shares”)
      of
      DEEP WELL OIL & GAS, INC. evidenced
      by the attached Warrant (the “Warrant”).
      Capitalized terms used herein and not otherwise defined shall have the
      respective meanings set forth in the Warrant.

    


    1.
       Form
      of
      Exercise Price. The Holder intends that payment of the Exercise Price shall
      be
      made as:

    


    ______
      a
Cash
      Exercise
      with
      respect to _________________ Warrant Shares; and/or 

    


    ______
      a
Cashless
      Exercise
      with
      respect to _________________ Warrant Shares, as permitted by Section
      5(b)
      of the
      attached Warrant.

    


    


    2.
       Payment
      of Exercise Price. In the event that the Holder has elected a Cash Exercise
      with
      respect to some or all of the Warrant Shares to be issued pursuant hereto,
      the
      Holder shall pay the sum of $________________ to the Company in accordance
      with
      the terms of the Warrant.

     

    
      	 Date:
              	 
	 	 
	 
	
               Name
                of Registered Holder

            
	 	 
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B to WARRANT

     

    TRANSFER
      NOTICE

     

    FOR
      VALUE
      RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns
      and transfers unto the person or persons named below the right to purchase
       shares
      of
      the Common Stock of DEEP WELL OIL & GAS, INC. evidenced by the attached
      Warrant.

     

    
      
        	 Date:
                	 
	 	 
	 
	
                 Name
                  of Registered Holder

              
	 	 
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 
	 Transferee
                Name and Address:
	 
	 
	

                 

              
	

                 

              


      

       

    

    
      
        
        

      

      
        -15-