Exhibit 4.2

                                                                Exhibit B to the
                                                   Securities Purchase Agreement


                          REGISTRATION RIGHTS AGREEMENT


      This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March
10, 2005, is by and between DEEP WELL OIL & GAS, INC., a Nevada corporation (the
"Company"), and each of the entities whose names appear on the signature pages
hereof. Such entities are each referred to herein as an "Investor" and,
collectively, as the "Investors".

      The Company has agreed, on the terms and subject to the conditions set
forth in the Securities Purchase Agreement, dated as of March 10, 2005 (the
"Securities Purchase Agreement"), to issue and sell to each Investor named
therein (A) shares ("Shares") of the Company's common stock, par value $0.001
per share (the "Common Stock"), and (B) a Warrant in the form attached to the
Securities Purchase Agreement (each, a "Warrant" and, collectively, the
"Warrants"). The Warrants are exercisable into shares of Common Stock (the
"Warrant Shares") in accordance with their terms.

      In order to induce each Investor to enter into the Securities Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended (the "Securities Act"), and under
applicable state securities laws.

      In consideration of each Investor entering into the Securities Purchase
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      1.    DEFINITIONS.

      For purposes of this Agreement, the following terms shall have the
meanings specified:

            "Business Day" means any day other than a Saturday, a Sunday or a
      day on which the Commission is closed or on which banks in the City of New
      York are authorized by law to be closed.

            "Commission" means the Securities and Exchange Commission.

            "Effective Date" means the date on which the Registration Statement
      is declared effective by the Commission.

            "Filing Deadline" means the forty fifth (45th) calendar day
      following the Closing Date.

            "Holder" means any person owning or having the right to acquire,
      through exercise of the Warrants or otherwise, Registrable Securities,
      including initially each Investor and thereafter any permitted assignee
      thereof.

<PAGE>

            "Registrable Securities" means the Shares and the Warrant Shares and
      any other shares of Common Stock issuable pursuant to the terms of the
      Securities Purchase Agreement or the Warrants, and any shares of capital
      stock issued or issuable from time to time (with any adjustments) in
      replacement of, in exchange for or otherwise in respect of the Shares or
      the Warrant Shares.

            "Registration Deadline" means the one hundredth (100th) calendar day
      following the Closing Date.

            "Registration Period" has the meaning set forth in paragraph 2(c)
      below.

            "Registration Statement" means a registration statement or
      statements prepared in compliance with the Securities Act and pursuant to
      Rule 415 under the Securities Act ("Rule 415") or any successor rule
      providing for the offering of securities on a continuous or delayed basis.

      Capitalized terms used herein and not otherwise defined shall have the
respective meanings specified in the Securities Purchase Agreement.

      2.    REGISTRATION.

            (a) Filing of Registration Statement. On or before the Filing
Deadline, the Company shall prepare and file with the Commission a Registration
Statement on Form SB-2 as a "shelf" registration statement under Rule 415
covering the resale of a number of shares of Registrable Securities equal to (i)
the aggregate number of Shares issued under the Securities Purchase Agreement
plus (ii) one hundred and twenty five percent (125%) of the aggregate number of
shares of Common Stock issuable upon exercise of the Warrants (such number to be
determined without regard to any restriction on such exercise). Such
Registration Statement shall state, to the extent permitted by Rule 416 under
the Securities Act, that it also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon the exercise of the Warrants
in order to prevent dilution resulting from stock splits, stock dividends or
similar events. In the event that the Company becomes eligible to file a resale
registration statement on Form S-3, the Company shall file a new Registration
Statement on Form S-3 covering at least the number of shares then registered on
the existing Registration Statement(s) (and not previously sold pursuant to an
existing Registration Statement or pursuant to Rule 144 under the Securities Act
("Rule 144")), as promptly as practicable (but in no event later than thirty
(30) days after the Company first meets the eligibility requirements to use Form
S-3 for the resale of Registrable Securities by the Holders).

            (c) Effectiveness. The Company shall use reasonable best efforts to
cause the Registration Statement to become effective as soon as practicable
following the filing thereof, but in no event later than the Registration
Deadline. The Company shall respond promptly to any and all comments made by the
staff of the Commission on with respect to the Registration Statement, and shall
submit to the Commission, within two (2) Business Days after the Company learns
that no review of the Registration Statement will be made by the staff of the
Commission or that the staff of the Commission has no further comments on the
Registration Statement, as the case may be, a request for acceleration of the


                                       2
<PAGE>

effectiveness of such Registration Statement to a time and date not later than
two (2) Business Days after the submission of such request. The Company will
maintain the effectiveness of each Registration Statement filed pursuant to this
Agreement until the earlier to occur of (i) the date on which all of the
Registrable Securities eligible for resale thereunder have been publicly sold
pursuant to either the Registration Statement or Rule 144, and (ii) the date on
which all of the Registrable Securities remaining to be sold under such
Registration Statement (in the reasonable opinion of counsel to the Company) may
be immediately sold to the public under Rule 144(k) under the Securities Act
("Rule 144(k)") or any successor provision (the period beginning on the Closing
Date and ending on the earlier to occur of (i) or (ii) above being referred to
herein as the "Registration Period").

            (d) Registration Default. If (i) the Registration Statement is not
filed on or before the Filing Deadline or declared effective by the Commission
on or before the Registration Deadline, (ii) the Company does not, within two
Business Days after receiving notice from the Commission that it has no comments
or no further comments to the Registration Statement, submit an acceleration
request seeking acceleration of the effectiveness of such Registration Statement
to a time and date not later than two (2) Business Days after the submission of
such request, (iii) after the Registration Statement has been declared effective
by the Commission, sales of Registrable Securities (other than such Registrable
Securities as are then freely saleable pursuant to Rule 144(k)) cannot be made
by a Holder under a Registration Statement for any reason not within the
exclusive control of such Holder, or (iv) an amendment or supplement to a
Registration Statement, or a new registration statement, required to be filed
pursuant to the terms of this Agreement is not filed on or before the date
required hereby (each of the foregoing clauses (i), (ii), (iii) or (iv) being
referred to herein as a "Registration Default"), the Company shall make cash
payments to each Holder equal to two percent (2%) of the aggregate Purchase
Price paid by such Holder for such Holder's Shares and Warrant on the date on
which such Registration Default occurs and for each thirty (30) day period or
part thereof in which a Registration Default exists. Each such payment required
to be made under this paragraph 2(d) shall be made within five (5) Business Days
following the last day of each calendar month in which a Registration Default
exists. Any such payment shall be in addition to any other remedies available to
each Holder at law or in equity, whether pursuant to the terms hereof, the
Securities Purchase Agreement or otherwise.

            (e) Allocation of Warrant Shares. The initial number of Shares and
Warrant Shares included in any Registration Statement and each increase in the
number thereof included therein shall be allocated pro rata among the Holders
based on the aggregate number of Registrable Securities issued or issuable to
each Holder at the time the Registration Statement covering such initial number
of Registrable Securities or increase thereof is declared effective by the
Commission (such number to be determined using the Exercise Price in effect at
such time and without regard to any restriction on the ability of a Holder to
exercise such Holder's Warrant as of such date). In the event that a Holder
sells or otherwise transfers any of such Holder's Registrable Securities, each
transferee shall be allocated the portion of the then remaining number of
Registrable Securities included in such Registration Statement allocable to the
transferor.

            (f) Registration of Other Securities. During the period beginning on
the date hereof and ending on the Effective Date, the Company shall refrain from
filing any registration statement (other than (i) a Registration Statement filed
hereunder, (ii) a registration statement on Form S-8 with respect to stock


                                       3
<PAGE>

option plans and agreements and stock plans currently in effect and disclosed in
the Securities Purchase Agreement or the schedules thereto, or (iii) a
registration statement on Form S-4 with respect to an acquisition or other
business combination involving the Company. In no event shall the Company
include any securities other than Registrable Securities on any Registration
Statement filed by the Company on behalf of the Holders pursuant to the terms
hereof.

      3.    OBLIGATIONS OF THE COMPANY.

      In addition to performing its obligations hereunder, including without
limitation those pursuant to Section 2 above, the Company shall, with respect to
each Registration Statement:

            (a) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the Securities Act or to maintain the effectiveness of such
Registration Statement during the Registration Period, or as may be reasonably
requested by a Holder in order to incorporate information concerning such Holder
or such Holder's intended method of distribution;

            (b) [intentionally omitted]

            (c) so long as a Registration Statement is effective covering the
resale of the applicable Registrable Securities owned by a Holder, furnish to
each Holder such number of copies of the prospectus included in such
Registration Statement, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as such Holder
may reasonably request in order to facilitate the disposition of such Holder's
Registrable Securities;

            (d) use commercially reasonable efforts to register or qualify the
Registrable Securities under the securities or "blue sky" laws of such
jurisdictions within the United States as shall be reasonably requested from
time to time by a Holder, and do any and all other acts or things which may
reasonably be necessary or advisable to enable such Holder to consummate the
public sale or other disposition of the Registrable Securities in such
jurisdictions; provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such jurisdiction;

            (e) notify each Holder immediately after becoming aware of the
occurrence of any event (but shall not, without the prior written consent of
such Holder, disclose to such Holder any facts or circumstances constituting
material non-public information) as a result of which the prospectus included in
such Registration Statement, as then in effect, contains an untrue statement of
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and as promptly as practicable prepare and file
with the Commission and furnish to each Holder a reasonable number of copies of
a supplement or an amendment to such prospectus as may be necessary so that such
prospectus does not contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;


                                       4
<PAGE>

            (f) use commercially reasonable efforts to prevent the issuance of
any stop order or other order suspending the effectiveness of such Registration
Statement and, if such an order is issued, to use commercially reasonable
efforts obtain the withdrawal thereof at the earliest possible time and to
notify each Holder in writing of the issuance of such order and the resolution
thereof;

            (g) furnish to each Holder, on the date that such Registration
Statement, or any successor registration statement, becomes effective, a letter,
dated such date, signed by an officer of or counsel to the Company and addressed
to such Holder, confirming such effectiveness and, to the knowledge of such
officer or counsel, the absence of any stop order;

            (h) provide to each Holder and its representatives the reasonable
opportunity to conduct a reasonable inquiry of the Company's financial and other
records during normal business hours and make available during normal business
hours and with reasonable advance notice its officers, directors and employees
for questions regarding information which such Holder may reasonably request in
order to fulfill any due diligence obligation on its part;

            (i) permit counsel for each Holder to review such Registration
Statement and all amendments and supplements thereto, and any comments made by
the staff of the Commission concerning such Holder and/or the transactions
contemplated by the Transaction Documents and the Company's responses thereto,
within a reasonable period of time prior to the filing thereof with the
Commission (or, in the case of comments made by the staff of the Commission,
within a reasonable period of time following the receipt thereof by the
Company); and

            (j) in the event that, at any time, the number of shares available
under the Registration Statement is insufficient to cover one hundred and five
percent (105%) of the Registrable Securities then outstanding or issuable under
the Warrants (such number to be determined using the Exercise Price in effect at
such time and without regard to any restriction on the ability of any Holder to
exercise such Holder's Warrant) the Company shall promptly amend such
Registration Statement or file a new registration statement, in any event as
soon as practicable, but not later than the tenth (10th) day following notice
from a Holder of the occurrence of such event, so that such Registration
Statement or such new registration statement, or both, covers no less than one
hundred percent (125%) of the Registrable Securities eligible for resale
thereunder. The Company shall use commercially reasonable efforts to cause such
amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof. Any Registration Statement filed
pursuant to this paragraph 3(j) shall state that, to the extent permitted by
Rule 416 under the Securities Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon exercise of the Warrants in order to prevent dilution resulting from stock
splits, stock dividends or similar events. Unless and until such amendment or
new Registration Statement becomes effective, each Holder shall have the rights
described in paragraph 2(d) above.

      4.    OBLIGATIONS OF EACH HOLDER.

      In connection with the registration of Registrable Securities pursuant to
a Registration Statement, each Holder shall:


                                       5
<PAGE>

            (a) timely furnish to the Company (i) a completed Shareholder
Questionnaire and (ii) such information in writing regarding itself and the
intended method of disposition of such Registrable Securities as the Company
shall reasonably request in order to effect the registration thereof;

            (b) upon receipt of any notice from the Company of the happening of
any event of the kind described in paragraphs 3(e) or 3(f), immediately
discontinue any sale or other disposition of such Registrable Securities
pursuant to such Registration Statement until the filing of an amendment or
supplement as described in paragraph 3(e) or withdrawal of the stop order
referred to in paragraph 3(f), and use commercially reasonable efforts to
maintain the confidentiality of such notice and its contents;

            (c) to the extent required by applicable law, deliver a prospectus
to the purchaser of such Registrable Securities;

            (d) notify the Company when it has sold all of the Registrable
Securities held by it; and

            (e) notify the Company in the event that any information supplied by
such Holder in writing for inclusion in such Registration Statement or related
prospectus is untrue or omits to state a material fact required to be stated
therein or necessary to make such information not misleading in light of the
circumstances then existing; immediately discontinue any sale or other
disposition of such Registrable Securities pursuant to such Registration
Statement until the filing of an amendment or supplement to such prospectus as
may be necessary so that such prospectus does not contain an untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing; and use commercially reasonable efforts to assist
the Company as may be appropriate to make such amendment or supplement effective
for such purpose.

      5.    INDEMNIFICATION.

      In the event that any Registrable Securities are included in a
Registration Statement under this Agreement:

            (a) To the extent permitted by law, the Company shall indemnify and
hold harmless each Holder, the officers, directors, employees, agents and
representatives of such Holder, and each person, if any, who controls such
Holder within the meaning of the Securities Act or the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), against any losses, claims, damages,
liabilities or reasonable out-of-pocket expenses (whether joint or several)
(collectively, including reasonable legal expenses or other expenses reasonably
incurred in connection with investigating or defending same, "Losses"), insofar
as any such Losses arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in such Registration
Statement under which such Registrable Securities were registered, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Subject to the provisions of paragraph 5(c) below, the Company


                                       6
<PAGE>

will reimburse such Holder, and each such officer, director, employee, agent,
representative or controlling person, for any reasonable legal expenses or other
out-of-pocket expenses as reasonably incurred by any such entity or person in
connection with investigating or defending any Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any Loss if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be obligated to
indemnify any person for any Loss to the extent that such Loss arises out of or
is based upon (i) any disclosure or any omission or alleged omission (to state a
material fact required to be stated therein or necessary to make statements
therein not misleading) that is based upon or in conformity with written
information furnished (or not furnished, in the case of an omission) by such
person expressly for use in such Registration Statement or (ii) a failure of
such person to deliver or cause to be delivered the final prospectus contained
in the Registration Statement and made available by the Company, if such
delivery is required by applicable law.

            (b) To the extent permitted by law, each Holder who is named in such
Registration Statement as a selling shareholder, acting severally and not
jointly, shall indemnify and hold harmless the Company, the officers, directors,
employees, agents and representatives of the Company, and each person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act, against any Losses to the extent (and only to the extent) that any
such Losses arise out of or are based upon (i) any disclosure or any omission or
alleged omission (to state a material fact required to be stated therein or
necessary to make statements therein not misleading) that is based upon or in
conformity with written information furnished (or not furnished, in the case of
an omission) by such person expressly for use in such Registration Statement, or
(ii) a failure of such Holder to deliver or cause to be delivered the final
prospectus contained in the Registration Statement and made available by the
Company, if such delivery is required under applicable law . Subject to the
provisions of paragraph 5(c) below, such Holder will reimburse any legal or
other expenses as reasonably incurred by the Company and any such officer,
director, employee, agent, representative, or controlling person, in connection
with investigating or defending any such Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any such
Loss if such settlement is effected without the consent of such Holder (which
consent shall not be unreasonably withheld); and provided, further, that, in no
event shall any indemnity under this paragraph 5(b) exceed the net proceeds
resulting from the sale of the Registrable Securities sold by such Holder under
such Registration Statement.

            (c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 5, promptly
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in and to assume
the defense thereof with counsel selected by the indemnifying party and
reasonably acceptable to the indemnified party; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the
reasonably incurred fees and expenses of one such counsel for all indemnified
parties to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate under applicable standards of professional conduct due to actual
or potential conflicting interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver


                                       7
<PAGE>

written notice to the indemnifying party within a reasonable time of the
delivery of notice of any such action, to the extent prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 5 with respect to such action, but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section 5 or with respect to any other action unless the indemnifying
party is materially prejudiced as a result of not receiving such notice.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 5 is unavailable or insufficient to hold harmless an indemnified
party for any reason, the Company and each Holder agree, severally and not
jointly, to contribute to the aggregate Losses to which the Company or such
Holder may be subject in such proportion as is appropriate to reflect the
relative fault of the Company and such Holder in connection with the statements
or omissions which resulted in such Losses; provided, however, that in no case
shall such Holder be responsible for any amount in excess of the net proceeds
resulting from the sale of the Registrable Securities sold by it under the
Registration Statement. Relative fault shall be determined by reference to
whether any alleged untrue statement or omission relates to information provided
by the Company or by such Holder. The Company and each Holder agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this Section 5, each person who controls a
Holder within the meaning of either the Securities Act or the Exchange Act and
each officer, director, employee, agent or representative of such Holder shall
have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Securities Act or the
Exchange Act and each officer, director, employee, agent or representative of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

            (e) The obligations of the Company and each Holder under this
Section 5 shall survive the exercise of the Warrants in full, the completion of
any offering or sale of Registrable Securities pursuant to a Registration
Statement under this Agreement, or otherwise.

      6.    REPORTS.

            With a view to making available to each Holder the benefits of Rule
144 and any other similar rule or regulation of the Commission that may at any
time permit such Holder to sell securities of the Company to the public without
registration, the Company agrees to:

            (a) make and keep public information available, as those terms are
understood and defined in Rule 144;

            (b) file with the Commission in a timely manner all reports and
other documents required of the Company under the Exchange Act; and


                                       8
<PAGE>

            (c) furnish to such Holder, so long as such Holder owns any
Registrable Securities, promptly upon written request (i) a written statement by
the Company, if true, that it has complied with the reporting requirements of
Rule 144 and the Exchange Act, (ii) to the extent not publicly available through
the Commission's EDGAR database, a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company with the Commission, and (iii) such other information as may be
reasonably requested by such Holder in connection with such Holder's compliance
with any rule or regulation of the Commission which permits the selling of any
such securities without registration.

      7.    MISCELLANEOUS.

            (a) Expenses of Registration. Except as otherwise provided in the
Securities Purchase Agreement, all reasonable expenses, other than underwriting
discounts and commissions and fees and expenses of counsel and other advisors to
each Holder, incurred in connection with the registrations, filings or
qualifications described herein, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, the
fees and disbursements of counsel for the Company, and the fees and
disbursements incurred in connection with the letter described in paragraph 3(g)
hereof, shall be borne by the Company.

            (b) Amendment; Waiver. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended or waived except pursuant to a
written instrument executed by the Company and the Holders of at least
two-thirds (2/3) of the Registrable Securities that are either then outstanding
or are issuable on exercise of the Warrants then outstanding (without regard to
any limitation on such exercise). Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each Holder, each future Holder and
the Company. The failure of any party to exercise any right or remedy under this
Agreement or otherwise, or the delay by any party in exercising such right or
remedy, shall not operate as a waiver thereof.

            (c) Notices. Any notice, demand or request required or permitted to
be given by the Company or a Holder pursuant to the terms of this Agreement
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 a reputable 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 2600 Sun Life Plaza
            144 Fourth Avenue SW
            Calgary, AB, T2P 3N4
            Attn: Chief Financial Officer
            Tel:  (403) 303-4793
            Fax:  (403) 232-1464


                                       9
<PAGE>

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

            Sichenzia Ross Friedman Ference LLP
            1065 Avenue of the Americas
            New York, NY 10018
            Attn: Darrin M. Ocasio, Esq.
            Tel:  (212) 930-9700
            Fax:  (212) 930-9725

and if to a Holder,  to such address as shall be  designated by such Holder in
writing to the Company.

            (d) Assignment. Upon the transfer of any Warrant or Registrable
Securities by a Holder, the rights of such Holder hereunder with respect to such
securities so transferred shall be assigned automatically to the transferee
thereof, and such transferee shall thereupon be deemed to be a "Holder" for
purposes of this Agreement, as long as: (i) the Company is, within a reasonable
period of time following such transfer, furnished with written notice of the
name and address of such transferee, (ii) the transferee agrees in writing with
the Company to be bound by all of the provisions hereof, and (iii) such transfer
is made in accordance with the applicable requirements of the Securities
Purchase Agreement or the Warrants, as applicable.

            (e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall be
deemed one and the same instrument. This Agreement, once executed by a party,
may be delivered to any other party hereto by facsimile transmission.

            (f) Governing Law. This Agreement shall 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.

            (g) Holder of Record. A person is deemed to be a Holder whenever
such person owns or is deemed to own of record Registrable Securities. If the
Company receives conflicting instructions, notices or elections from two or more
persons with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from the record
owner of such Registrable Securities.

            (h) Entire Agreement. This Agreement 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 Agreement and the other Transaction Documents supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.


                                       10
<PAGE>

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

            (j) Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.



                           [Signature Pages to Follow]


                                       11
<PAGE>

      IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first-above written.

DEEP WELL OIL & GAS, INC.


By: /s/ Steven Gawne
    ---------------------------------------------
     Name: Steven Gawne
     Title: President and Chief Executive Officer



PROVIDENT PREMIER MASTER FUND, LTD.

By:   ____________________________, its Manager


      By:
            -------------------------------------
            Name:
            Title:


<PAGE>




      IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first-above written.

DEEP WELL OIL & GAS, INC.


By: /s/ Steven Gawne
    ---------------------------------------------
     Name: Steven Gawne
     Title: President and Chief Executive Officer


GREY K FUND LP

By:   GREY K GP LLC, its General Partner

By:
    ---------------------------------------------
     Name:
     Title: