EXHIBIT
      10.9

    

      DEEP
        WELL OIL & GAS, INC.

      NON-QUALIFIED
        STOCK OPTION AGREEMENT

    

     

    This
      NON-QUALIFIED
      STOCK OPTION AGREEMENT
      (the
“Agreement”)
      is
      made this 20 day of September, 2007, by and between Deep
      Well Oil & Gas, Inc.,
      a
      Nevada corporation (the “Corporation”)
      and
R.N.
      Dell Energy Ltd.,
      an
      Alberta Company (“Optionee”).

     

    Whereas
      the Optionee has entered in to a consulting services agreement with a subsidiary
      of the Corporation effective September 20, 2007 (“Consulting
      Agreement”)

     

    1. Amendment
      to Existing Agreement

     

    This
      Agreement shall replace clause 4(b) in the Consulting Agreement and amend it
      accordingly.

     

    2. Grant
      of Option

    


    The
      Corporation hereby grants Optionee the option (the “Option”)
      to
      purchase all or any part of an aggregate of 240,000 shares (the “Shares”)
      of
      Common Stock of the Corporation at the exercise price of $0.47 USD per share
      according to the terms and conditions set forth in this Agreement and in the
      Deep Well Oil & Gas, Inc. November 28, 2005 Stock Option Plan (the
“Plan”).
      The
      Option will not be treated as an incentive stock option within the meaning
      of
      Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).
      The
      Option is issued under the Plan and is subject to its terms and conditions.
      A
      copy of the Plan will be furnished upon request of Optionee.

     

    The
      Option shall terminate at the close of business five years from the date hereof
      (the “Option Termination Date”).

     

    3. Vesting
      of Option Rights; Transferability

    


    (A) This
      Option shall be exercisable, in whole or in part, according to the following
      vesting schedule:

     

    (i)  20,000
      Shares
      per month commencing on October
      31,
      2007,

     

    subject
      to Optionee’s continuing to provide services to the Corporation or any
      Subsidiary as an employee, director or consultant, as the case may be,
provided
      that the Optionee continues to provide services on such vesting date.

    .
      

    (B) During
      the lifetime of the consulting contract with the Optionee, the Option shall
      be
      exercisable only by Optionee and shall not be assignable or transferable by
      Optionee.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Exercise
      of Option after Death or Termination of Services or Employment

     

    Except
      as
      otherwise determined by the Board:

     

    (A) In
      the
      event that an Optionee ceases to provide services to the Corporation as a result
      of termination for cause (as such term is defined in clause 22.3 of the
      Consulting Agreement), each of the Options held by the Optionee shall cease
      to
      be exercisable after the date of termination of services as a consultant.


     

    (B) In
      the
      event that an Optionee ceases to provide services to the Corporation for any
      reason other than termination for cause, any vested Option held by Optionee
      may
      continue to be exercised by the Optionee to and until the earlier
      of:

     

    (i) the
      applicable expiration of the Option Period in respect of such Option;
      and

     

    (ii) the
      period after the date on which Optionee ceases to provide services to the
      Corporation that is permitted by the applicable laws, policies, rules and
      regulations of any stock exchange upon which the Underlying Shares are then
      listed, posted and/or quoted for trading;
      

     

    (C) Notwithstanding
      the above, in no case may the Option be exercised to any extent by anyone after
      the Option Termination Date.

     

    5. Method
      of Exercise of Option

    


    Subject
      to the foregoing, the Option may be exercised in whole or in part from time
      to
      time by serving written notice of exercise on the Corporation at its principal
      office within the Option period. The notice shall state the number of Shares
      as
      to which the Option is being exercised and shall be accompanied by payment
      of
      the exercise price. Payment of the exercise price shall be made;

     

    (A) in
      cash
      (including bank check, personal check or money order payable to the
      Corporation),

     

    (B) with
      the
      approval of the Corporation (which may be given in its sole discretion), by
      delivering to the Corporation for cancellation shares of the Corporation’s
      Common Stock already owned by Optionee having a Fair Market Value (as defined
      in
      the Plan) equal to the full exercise price of the Shares being
      acquired,

     

    (C) with
      the
      approval of the Corporation (which may be given in its sole discretion), by
      electing to have the Corporation retain from the number of Shares to be issued
      to the Optionee upon the exercise of such Option Shares having a Fair Market
      Value on the date of exercise equal to the aggregate exercise price payable
      upon
      exercise of such Option;

     

    (D) through
      a
      special sale and remittance procedure pursuant to which Optionee (or any other
      person or persons permitted to exercise the option) shall concurrently provide
      irrevocable instructions

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i) to
      a
      Corporation designated brokerage firm to effect the immediate sale of the
      purchased shares and remit to the Corporation, out of the sale proceeds
      available on the settlement date, sufficient funds to cover the aggregate
      exercise price payable for the purchased shares plus all applicable income
      and
      employment taxes required to be withheld by the Corporation by reason of such
      exercise and

     

    (ii) to
      the
      Corporation to deliver the certificates for the purchased shares directly to
      such brokerage firm in order to complete the sale; or

     

    (E) by
      any
      combination of the methods of payment described above.

     

    6. Securities
      Law Matters. 

    


    (A) Restricted
      Securities.
      The
      Optionee understands and acknowledges that neither the Option nor the Shares
      have been registered under the United States Securities Act of 1933, as amended
      (the “Securities Act”), that the Option has been issued to it in reliance on an
      exemption from the registration requirements of the Securities Act, and that
      the
      Option and the Shares are, or will be, as applicable, “restricted securities” as
      defined in Rule 144 under the Securities Act.

     

    (B)  Accredited
      Investor.
      The
      Optionee represents that it is an “accredited investor” within the meaning of
      Rule 501(a) under the Securities Act.

     

    (C) Restrictions
      on Exercise.
      The
      Optionee understands and acknowledges that the Option may be exercised only
      pursuant to an exemption from the registration requirements of the Securities
      Act and applicable state securities laws, and that at the time of any proposed
      exercise, the Corporation may require an opinion of counsel or other evidence
      satisfactory to it to the effect that the Shares may be issued pursuant to
      such
      exercise without registration under the Securities Act or applicable state
      securities laws.

     

    (D) Resale
      Restrictions.
      The
      Optionee understands and acknowledges that notwithstanding anything to the
      contrary contained in this Agreement, the Option and the Shares may be offered,
      sold, pledged or otherwise transferred only

     

    (i) to
      the
      Corporation;

     

    (ii) outside
      the United States in accordance with Rule 904 of Regulation S under the
      Securities Act and in compliance with applicable Canadian local laws and
      regulations; or

     

    (iii) 
      within
      the United States, in a transaction that does not require registration under
      the
      Securities Act or any applicable state securities laws. In connection with
      any
      proposed sale, pledge or other transfer of the Option or the Shares, the
      Corporation may require an opinion of counsel or other evidence satisfactory
      to
      it to the effect that the proposed sale, pledge or other transfer may be
      effected without registration under the Securities Act or applicable state
      securities laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (E) Legend.
      The
      Optionee understands and acknowledges that upon the original issuance of the
      Shares, as applicable, and until such time as the same is no longer required
      under applicable requirements of the Securities Act or state securities laws,
      the certificates representing the Shares, and all certificates issued in
      exchange therefor or in substitution thereof, shall bear a legend with respect
      to the transfer restrictions set forth above.

     

    7. Miscellaneous

     

    (A) Plan
      Provisions Control.
      In the
      event that any provision of the Agreement conflicts with or is inconsistent
      in
      any respect with the terms of the Plan, the terms of the Plan shall
      control.

     

    (B) No
      Rights of Stockholders.
      Neither
      Optionee, Optionee’s legal representative nor a permissible assignee of this
      Option shall have any of the rights and privileges of a stockholder of the
      Corporation with respect to the Shares, unless and until such Shares have been
      issued in the name of Optionee, Optionee’s legal representative or permissible
      assignee, as applicable.

     

    (C) No
      Right to Employment.
      The
      grant of the Option shall not be construed as giving Optionee the right to
      be
      retained in the employ of, or as giving a director of the Corporation or a
      Subsidiary (as defined in the Plan) the right to continue as a director of
      the
      Corporation or a Subsidiary, nor will it affect in any way the right of the
      Corporation or a Subsidiary to terminate such employment or position at any
      time, with or without cause. In addition, the Corporation or Subsidiary may
      at
      any time dismiss Optionee from employment, or terminate the term of a director
      of the Corporation or a Subsidiary, free from any liability or any claim under
      the Plan or the Agreement. Nothing
      in the Agreement shall confer on any person any legal or equitable right against
      the Corporation or any Subsidiary, directly or indirectly, or give rise to
      any
      cause of action at law or in equity against the Corporation or a Subsidiary.
      The
      Option granted hereunder shall not form any part of the wages or salary of
      Optionee for purposes of severance pay or termination indemnities, irrespective
      of the reason for termination of employment. Under no circumstances shall any
      person ceasing to be an employee of the Corporation or any Subsidiary be
      entitled to any compensation for any loss of any right or benefit under the
      Agreement or Plan which such optionee might otherwise have enjoyed but for
      termination of employment, whether such compensation is claimed by way of
      damages for wrongful or unfair dismissal, breach of contract or otherwise.
      By
      participating in the Plan, Optionee shall be deemed to have accepted all the
      conditions of the Plan and the Agreement and the terms and conditions of any
      rules and regulations adopted by the Committee and shall be fully bound
      thereby.

     

    (D) Governing
      Law.
      The
      validity, construction and effect of the Plan and the Agreement, and any rules
      and regulations relating to the Plan and the Agreement, shall be determined
      in
      accordance with the internal laws, and not the law of conflicts, of the State
      of
      Nevada.

     

    (E) Severability.
      If any
      provision of the Agreement is or becomes or is deemed to be invalid, illegal
      or
      unenforceable in any jurisdiction or would disqualify the Agreement under any
      law deemed applicable by the Committee (as defined in the Plan), such provision
      shall be construed or deemed amended to conform to applicable laws, or if it
      cannot be so construed or deemed amended without, in the determination of the
      Committee, materially altering the purpose or intent of the Plan or the
      Agreement, such provision shall be stricken as to such jurisdiction or the
      Agreement, and the remainder of the Agreement shall remain in full force and
      effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (F) No
      Trust or Fund Created.
      Neither
      the Plan nor the Agreement shall create or be construed to create a trust or
      separate fund of any kind or a fiduciary relationship between the Corporation
      or
      any Subsidiary and Optionee or any other person.

     

    (G) Headings.
      Headings are given to the Sections and subsections of the Agreement solely
      as a
      convenience to facilitate reference. Such headings shall not be deemed in any
      way material or relevant to the construction or interpretation of the Agreement
      or any provision thereof.

     

    (H) Conditions
      Precedent to Issuance of Shares;
      Repurchase Rights.
      Shares
      shall not be issued pursuant to the exercise of the Option unless such exercise
      and the issuance and delivery of the applicable Shares pursuant thereto shall
      comply with all relevant provisions of law, including, without limitation,
      the
      Securities Act of 1933, as amended, the Exchange Act of 1934, as amended, the
      rules and regulations promulgated thereunder, the requirements of any applicable
      Stock Exchange or the Nasdaq National Market and the corporate laws of the
      state
      of Nevada. As a condition to the exercise of the purchase price relating to
      the
      Option, the Corporation may require that the person exercising or paying the
      purchase price represent and warrant that the Shares are being purchased only
      for investment and without any present intention to sell or distribute such
      Shares if, in the opinion of counsel for the Corporation, such a representation
      and warranty is required by law.

     

    (I) Withholding.
      In
      order to comply with all applicable federal, state or provincial income tax
      laws
      or regulations, the Corporation may take such action as it deems appropriate
      to
      assure that all applicable federal, state or provincial payroll, withholding,
      income or other taxes are withheld or collected from Optionee.

     

    (J) Adjustment
      to Number of Shares and Exercise Price.
      Subject
      to approval if necessary of any relevant stock exchange, the Board will adjust
      the number of Shares subject to an Option, and the exercise price per Share
      payable upon exercise of an Option, upon the occurrence of any stock dividend,
      stock split, reverse stock split, combination of shares, reclassification of
      shares, recapitalization or other similar corporate transaction with respect
      to
      the Shares. Notwithstanding the preceding sentence to the contrary, no such
      adjustment will be made upon the conversion of any debt instrument, share of
      preferred stock or other convertible security of the Corporation into
      Shares.

     

    (K) Review
      of Plan.
      Optionee acknowledges receipt of a copy of the Plan and represents that he
      or
      she is familiar with the terms and provisions thereof, and hereby accepts this
      Option subject to all of the terms and provisions thereof. Optionee has reviewed
      the Plan and this Option in their entirety, has had an opportunity to obtain
      the
      advice of counsel prior to executing this Option and fully understands all
      provisions of the Option. Optionee hereby agrees to accept as binding,
      conclusive and final all decisions or interpretations of the Board upon any
      questions arising under the Plan or this Option.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (L) Change
      of Address.
      Optionee further agrees to notify the Corporation upon any change in the
      residence address indicated below.

     

    IN
      WITNESS WHEREOF,
      the
      Corporation and Optionee have executed this Agreement as of the date set forth
      in the first paragraph.


    


    
      	
              DEEP
                WELL OIL & GAS, INC.

            
	 	 
	
              By:
                

            	 
	
              Name:
                

            	 
	
              Title:
                

            	 
	 	 
	 	 
	
              OPTIONEE

            
	 
	 
	
              Name:.

            	 
	
              Address: