---

COMMON SHARE SUBSCRIPTION AGREEMENT

|TO:   | Austral Pacific Energy
      Ltd. (herein Austral or Issuer)  
|----- | ------------------------------------------------------------------
|      | Level 3, 40 Johnson
      Street                                  
|      | Wellington Central                                                
|      | Wellington 6011                                                   
|      | New Zealand                                                       
|      | Phone: 64 4 495 0888
      Fax: 64 4 495 0889                     
|      |                                                                   
|FROM: |                                                                   
|      | (Investor Name)                                                   
|      |                                                                   
|RE:   | Purchase of Common (Ordinary)
      Shares of Austral at US$1.30  
|      | Reference Date: October 13,
      2006                            
|      | Cut-off Time: 5:00 p.m., October 17, 2006 (New Zealand
      time)

|INSTRUCTIONS FOR COMPLETING THIS SUBSCRIPTION
|---------------------------------------------
|                                             

|1. | Complete the information required on page 2 with respect
      to subscription amounts and registration and delivery particulars for the
      Share certificates.                                                                                                                                                                     
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Complete the applicable forms (the Forms) at the end of
      this Subscription:                                                                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                                                                                                                                                    
|   | (b)                                                                                                                                                                                                                                                                                                                                    
|   | (c)                                                                                                                                                                                                                                                                                                                                    
|3. | All investorsfax or courier completed form and
      courier or wire subscription funds to the Issuer, at the above address,
      Attention: Bruce McGregor, Chief Financial Officer. All monetary amounts
      herein are in U.S. dollars . Certified cheque or bank draft should be
      payable to: Austral Pacific Energy Ltd.

Signed and completed documents must be received no later
than Tuesday, October 17, 2006 at 5:00 p.m. New Zealand time. Funds must follow
within 48 hours of delivery of documents. Completion will occur approximately 10
days thereafter upon American Stock Exchange (AMEX) and TSX Venture Exchange
acceptance.

Wiring Instructions:

|Bank: | Bank of New York         | Account Name:   | ASB Bank Limited
|----- | ------------------------ | --------------- | ----------------
|      | 1 Wall Street, Floor 9   | Chips Code:     | UID271760       
|      | New York NY 10286        | Swift:          | IRVTUS3N        
|      | United States of America | Account Number: | 8900280107      

|For further credit to: | Austral Pacific Energy (NZ) Limited
|---------------------- | -----------------------------------
|Under advice to:       | ASB Financial Markets              
|                       | Corner Wellesley & Albert Streets, 
|                       | Auckland                           
|                       | New Zealand                        
|                       | Swift: ASBBNZ2A                    
|                       | Account Number: 21099188-USD-21    

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- 2 -



|____________________________________________          |  | Number of Units: _______________________________
|----------------------------------------------------- |  | ------------------------------------------------
|(Name of Investor  please print)                     |  |                                                 
|____________________________________________          |  |                                                 
|(Signature of Investor)                               |  |                                                 
|____________________________________________          |  |                                                 
|(Official Capacity or Title of Signatory, if Investor |  |                                                 
|is not an individual  please print)                  |  |                                                 
|____________________________________________          |  |                                                 
|(Please print name of individual whose signature      |  |                                                 
|appears above if different than the name of the       |  |                                                 
|name of the Investor printed above.)                  |  |                                                 
|____________________________________________          |  | Aggregate Subscription Price for Units:         
|(Investors Address)                                  |  |                                                 
|____________________________________________          |  | $ ___________________________________________   
|                                                      |  | **Payable to: Austral Pacific Energy Ltd.**     
|____________________________________________          |  |                                                 
|Investors Telephone Number and Fax Number)           |  |                                                 
|____________________________________________          |  |                                                 
|Investors E-Mail Address (optional)                  |  |                                                 
|                                                      |  |                                                 
|REGISTER the Units as set forth below                 |  | DELIVER the Units as set forth below:           
|____________________________________________          |  | ____________________________________________    
|Name                                                  |  | Name                                            
|____________________________________________          |  | ____________________________________________    
|Account reference, if applicable                      |  | Account reference, if applicable                
|____________________________________________          |  | ____________________________________________    
|Address                                               |  | Contact Name                                    
|                                                      |  | ____________________________________________    
|____________________________________________          |  | Address                                         
|                                                      |  | ____________________________________________    
|                                                      |  |                                                 
|                                                      |  | ____________________________________________    
|                                                      |  | Telephone Number                                

Consent to the Disclosure of Information under Privacy
LegislationThe Investor acknowledges that certain Personal Information
(information about an identifiable individual) about the Investor may be
required to be disclosed by the Issuer to the TSX Venture Exchange (the
Exchange) pursuant to Exchange policies and the Investor consents to the
disclosure of such Personal Information by the Issuer to the Exchange, and to
the collection, use and disclosure of such Personal Information by the Exchange
in accordance with its specified purposes.

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- 3 -

OTHER INFORMATION TO BE COMPLETED BY EACH INVESTOR

|A.  | Corporate Placee or Investment
      Portfolio Manager Registration Form(Schedule A)                                                                                                                                                                                                                                                                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | IF THE INVESTOR IS NOT AN
      INDIVIDUAL (i.e., a natural person), either [CHECK WHERE
      APPROPRIATE]:                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|___ | has previously filed with the
      Exchange a Form 4C, Corporate Placee Registration Form, and represents and
      warrants that there has been no change to any of the information in the
      Corporate Placee Registration Form previously filed with the TSX Venture
      Exchange Inc. (the TSX Venture) up to the date of this Agreement; or                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|___ | hereby delivers to the Issuer a
      completed Form 4C, Corporate Placee Registration Form, in the form
      attached hereto as for filing with the TSX Venture; and                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|B.  | Present Ownership of
      Securities                                                                                                                                                                                                                                                                                                                                                                            
|    | The Investor either [CHECK
      APPROPRIATE ITEM]:                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|___ | does not own directly or
      indirectly, or exercise control or direction over, any common shares in
      the capital stock of the Issuer or securities convertible into common
      shares in the capital stock of the Issuer (excluding the Shares subscribed
      for herein); or                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|___ | owns directly or indirectly, or exercise control
      or direction over, ____________________ common shares in the capital stock
      of the Issuer and options, warrants and convertible securities entitling
      the Investor to acquire an additional ____________________ common shares
      in the capital stock of the Issuer (excluding the Shares ____________________
      subscribed for herein).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|C.  | Insider Status                                                                                                                                                                                                                                                                                                                                                                                                   
|    | The Investor either [CHECK IF
      APPROPRIATE]:                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|___ | is NOTan Insider of the
      Issuer as defined in the British Columbia Securities Act;                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                  
|___ | is an Insider of the Issuer as
      defined in the British Columbia Securities Act, namely: Insider means:                                                                                                                                                                                                                                                                                                  

(a) a director or senior officer of the
issuer;(b) a director or senior officer of a person that is itself an
insider or subsidiary of the issuer; (c) a person that has
       
(i)        direct or indirect beneficial
ownership of;        
(ii)       control or direction over;
or       (iii)      a
combination of direct or indirect beneficial ownership of and of control or
direction over securities of the issuer carrying more than 10% of the voting
rights attached to all the issuers outstanding voting securities, excluding,
for the purpose of the calculation of the percentage held, any securities held
by the person as underwriter in the course of a distribution, or (d) the
issuer itself, if it has purchased, redeemed or otherwise acquired any
securities of its own issue, for so long as it continues to hold those
securities.

|D.  | Member of Pro Group                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------
|    | The Investor either [CHECK IF
      APPROPRIATE]:                                                          
|    |                                                                                                            
|___ | is NOTa Member of the
      Pro Group as defined in the Rules of the TSX Venture                         
|    |                                                                                                            
|___ | is a Member of the Pro Group as
      defined in the Rules of the TSX Venture, namely: Pro Group means:

| | 1. | Subject to subparagraphs (2), (3) and (4), Pro Group
      shall include, either individually or as a group:
| | -- | --------------------------------------------------------------------------------------------------------------
| |    | (a)                                                                                                           
| |    | (b)                                                                                                           
| |    | (c)                                                                                                           
| |    | (d)                                                                                                           
| |    | (e)                                                                                                           

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- 4 -

2. The TSX Venture may, in its
discretion, include a person or party in the Pro Group for the purposes of a
particular calculation where the TSX Venture determines that the person is not
acting at arms length of the member;

3. The TSX Venture may, in its
discretion, exclude a person from the Pro Group for the purposes of a particular
calculation where the TSX Venture determines that the person is acting at arms
length of the member;

4. The member may deem a person who
would otherwise be included in the Pro Group pursuant to subparagraph (1) to be
excluded from the Pro Group where the member determines that:
         (a) the person is an
affiliate or associate of the member acting at arms length of the member;
         (b) the associate or
affiliate has a separate corporate and reporting structure;
         (c) there are sufficient
controls on information flowing between the member and the associate or
affiliate; and          (d) the
member maintains a list of such excluded persons.



ACCEPTANCE:The Issuer hereby accepts the above
subscription.

AUSTRAL PACIFIC ENERGY LTD.

|Per:    
      ____________________________________ | Acceptance Date:
      ________________________________
|--------------------------------------------------- | -------------------------------------------------------
|Authorized
      Signatory                          |                                                        

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- 5 -

Purchase of US$1.30 Shares Exempt from Prospectus
Requirements

**1.**                           **Definitions**

1.1     (a)          
Accredited Investor means, for a Subscriber resident in Canada or the
United Sates a high net worth or high income person, specifically defined on the
relevant attachments hereto as an Investor;

(b)         
 AMEX means American Stock Exchange, the U.S. stock exchange on
which Australs shares are traded.

(c)          
Applicable Securities Laws means the securities legislation having
application and the rules, policies, notices and orders issued by applicable
securities regulatory authorities, including AMEX, NZSX and the TSX Venture,
having application over this Offering and the Issuer in the Principal Canadian
Jurisdictions;

(d)           Closing
means a completion of an issue and sale by the Issuer and the purchase by the
Investors of the Securities pursuant to this Subscription Agreement at 10:00
a.m. on the Closing Date. Closings may occur on one or more dates as the Issuer
may determine within the requirements of Regulatory Acceptance;

(e)           Closing
Date means the day following Regulatory Acceptance of this subscription and
others which form part of the Offering and which is expected to occur on or
about October 7, 2006 as the Issuer may determine within the requirements of the
TSX Venture, AMEX and NZSX. On the Closing Date the Shares will be issued and
delivered to Investor or as it may direct;

(f)           Cut-off
Time means the date after which the Issuer need no longer accept
Subscriptions. The Cut-off Time is 5:00 p.m., October 17, 2006 (New Zealand
time).

(g)           Exemptions
means the exemptions from the registration and prospectus or equivalent
requirements under Applicable Securities Laws;

(h)          
Foreign Portfolio Manager means a person who carries on business as a
portfolio manager (within the meaning of that term under Applicable Securities
Laws) in an Overseas Jurisdiction and who purchases Shares as an agent for fully
managed accounts;

(i)           fully
managed in relation to an account, means that the Investor has the
discretion as to the account as contemplated by Applicable Securities Law;

(j)           Investor
means the person or persons named as Investor on the face page of this
Subscription Agreement and if more than one person is so named, means all of
them jointly and severally;

(k)          
material means material in relation to the Issuer and any subsidiary
considered on a consolidated basis;

(l)          
material change means any change in the business, operations, assets,
liabilities, ownership or capital of the Issuer and any subsidiary considered on
a consolidated basis that would reasonably be expected to have a significant
effect on the market price or value of the Issuers securities;

(m)           material
fact means any fact that significantly affects or would reasonably be
expected to have a significant effect on the market price or value of the
Issuers securities;

(n)          
misrepresentation is as generally defined under Applicable Securities
Laws;

(o)           NZSX
means the New Zealand Stock Exchange;

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- 6 -

(p)          
Offering means the planned sale by the Issuer of up to US$4,600,000 of
Shares on the terms set forth in this Agreement. There is no minimum aggregate
Offering;

(q)          
Overseas Jurisdiction means a country other than Canada or the United
States;

(r)           Portfolio
Manager means an adviser who manages the investment portfolio of clients
through discretionary authority granted by one or more clients;

(s)           Public
Record means information which has been publicly filed by the Issuer on
SEDAR at www.SEDAR.com and on EDGAR at
www.SEC.gov/edgar.shtml under Applicable
Securities Laws;

(t)           Principal
Canadian Jurisdictions means British Columbia, Alberta and Ontario and
certain other jurisdictions referred to in Multilateral Instrument 45-102;

(u)          
Regulation D means Regulation D under the U.S. Securities Act;

(v)          
Regulation S means Regulation S under the U.S. Securities Act;

(w)          
Regulatory Acceptance means the acceptance of the transaction
contemplated hereby and the approval for listing of the Shares by the TSX
Venture, AMEX and NZSX;

(x)          
Securities means the Shares;

(y)          
Share means a common share without par value in the capital of the
Issuer;

(z)          
Subscription Agreement means this subscription agreement between the
Investor and the Issuer, including all Schedules incorporated by reference as it
may be amended or supplemented from time to time;

(aa)         TSX
Venture means the TSX Venture Exchange, the Canadian stock exchange on
which Australs shares are traded;

(bb)         U.S.
Person means a U.S. Person as defined in Regulation S; and

(cc)         U.S.
Securities Act means the Securities Act of 1933, as amended, of the
United States of America.

**2.**                      
**Prospectus Exempt Subscription Commitment**

2.1                    
The undersigned (the Investor) hereby subscribes for and agrees to purchase
from Austral Pacific Energy Ltd. (herein the Issuer), subject to the terms and
conditions set forth herein, that number of Shares of the Issuer set out on the
face page of this Subscription Agreement at the price of US$1.30 per Share.
Subject to the terms hereof, this Subscription will be deemed to have been made
and be effective only upon its acceptance by the Issuer.

**3.**                      
**Closing**

3.1                     The
Investor must deliver to the offices of the Issuer on or before the Cut-off
Time, this subscription agreement duly completed and executed in accordance with
the instructions on the face page of this Agreement and arrange for concurrent
wiring or delivery of certified funds. On request by the Issuer, the Investor
agrees to complete and deliver any other information as may reasonably be
required by regulatory authorities, stock exchanges and Applicable Securities
Laws to complete the transactions contemplated by this Agreement. Delivery
against payment for the Shares will be completed by the Issuer at its offices on
the Closing Date being a date following Regulatory Acceptance at which time
certificates representing the Shares will be delivered to the Investor as the
Investor shall instruct. Investor hereby waives receiving any prior notice of
Closing. Closing is targeted for on or about October 25, 2006.

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- 7 -

3.2                     Once
this agreement is accepted by the Issuer, the completion of the sale of
securities contemplated by this subscription is subject only to Regulatory
Acceptance being obtained.

**4.**                      
**Investors Acknowledgements  Regarding Risk, Restrictions, Independent
Advice**

4.1                     The
Investor represents and warrants and acknowledges and agrees with (on its own
behalf and, if applicable, on behalf of each beneficial purchaser for whom the
Investor is contracting hereunder) the Issuer that

(a)          
its decision to execute this Subscription and purchase the Securities agreed to
be purchased hereunder has not been based upon any oral or written
representation as to fact or otherwise made by or on behalf of the Issuer, and
that its decision is based entirely upon its review of information about the
Issuer in the Public Record;

(b)           no
prospectus has been filed by the Issuer with any securities commission or
similar authority in Canada or elsewhere, in connection with the issuance of the
Securities, and the issuance and the sale of the Shares is subject to such sale
being exempt from the prospectus/registration requirements under Applicable
Securities Laws and accordingly:

(i)           the
Investor is restricted from using certain of the civil remedies available under
such legislation;

(ii)          the
Investor may not receive information that might otherwise be required to be
provided to it under such legislation; and

(iii)         the Issuer
is relieved from certain obligations that would otherwise apply under such
legislation;

(c)           the
Investor (or others for whom the Investor is contracting hereunder) has been
advised to consult its own legal advisors with respect to the merits and risks
of an investment in the Securities and with respect to applicable resale
restrictions and it (or others for whom it is contracting hereunder) is solely
responsible (and the Issuer is in no way responsible) for compliance with
applicable resale restrictions;

(d)           to
the knowledge of the Investor, the sale of the Securities was not accompanied by
any public advertisement;

(e)           the
offer made by this agreement is irrevocable (subject to the right of the Issuer
to reject any Subscription prior to Closing by refunding any subscription funds)
and requires acceptance by the Issuer;

(f)           this
Subscription is not enforceable by the Investor unless it has been accepted by
the Issuer and the Investor waives any requirement on the Issuers behalf to
immediately communicate its acceptance for this Subscription to the
Investor;

(g)          
the Securities are speculative investments which involve a substantial degree of
risk;

(h)          
the Investor is sophisticated in financial investments, has had access to and
has received all such information concerning the Issuer that the Investor has
considered necessary in connection with the Investors investment decision and
the Investor will not receive an offering memorandum or similar disclosure
document;

(i)          
the subscription proceeds will be available to the Issuer on Closing and this
subscription is not conditional on any other subscription completing. The Issuer
may pay commissions in connection with this Subscription in its discretion

(j)           no
agency, governmental authority, regulatory body, stock exchange or other entity
has made any finding or determination as to the merit for investment of, nor
have any such agencies or governmental authorities made any recommendation or
endorsement with respect to, the Securities; and

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- 8 -

(k)          
the Issuer will rely on the representations and warranties made herein or
otherwise provided by the Investor to the Issuer in completing the sale and
issue of the Shares to the Investor.

4.2                     The
Investor hereby agrees that with respect to any personal information provided in
this document or otherwise received by or in possession of the Issuer (Personal
Information), the Investor hereby consents to

(a)           the
disclosure of any Personal Information to the TSX Venture, AMEX and NZSX and
such securities commissions as may have jurisdiction over the Issuer; and

(b)          
the further collection, use and disclosure of any Personal Information by the
aforesaid regulator authorities for the discharge of their regulatory
functions.

**5.**                      
**Investors Exemption Status**

5.1                     The
Investor, by its execution of this Subscription Agreement, hereby further
represents, warrants to, and covenants with, the Issuer (which representations,
warranties and covenants shall survive the Closing of the Offering) that the
Investor is purchasing the Shares as principal for its own account, it is
purchasing such Shares not for the benefit of any other person, and not with a
view to the resale or distribution of the Shares and one of the following
Exemptions applies to the Investor:

(a)           *I* *nsiders
Family, Close Friends and Business Associates Exemption*

The Investor is:

(i)           a
director, executive officer or control person of the Issuer, or of an affiliate
of the Issuer,

(ii)          a
spouse, parent, grandparent, brother, sister or child of a director, executive
officer or control person of the Issuer, or of an affiliate of the Issuer,

(iii)         a parent,
grandparent, brother, sister or child of the spouse of a director, executive
officer or control person of the Issuer or of an affiliate of the Issuer,

(iv)          a
close personal friend of a director, executive officer or control person of the
Issuer, or of an affiliate of the Issuer,

(v)           a
close business associate of a director, executive officer or control person of
the Issuer, or of an affiliate of the Issuer,

(vi)          a
founder of the Issuer or a spouse, parent, grandparent, brother, sister, child,
close personal friend or close business associate of a founder of the
Issuer,

(vii)         a
parent, grandparent, brother, sister or child of a spouse of a founder of the
Issuer,

(viii)        a person of
which a majority of the voting securities are beneficially owned by, or a
majority of the directors are, persons described in paragraphs (i) to (vii),
or

(ix)           a
trust or estate of which all of the beneficiaries or a majority of the trustees
or executors are persons described in paragraphs (i) to (vii);

(NOT AVAILABLE FOR RESIDENTS IN
ONTARIO OR SASKATCHEWAN)

(b)           Minimum
Amount Exemption

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- 9 -

(i)           The
aggregate acquisition cost of purchasing the Shares will not be less than
Cdn.$150,000 paid in cash at the time of purchase, and the Investor has not been
created or used solely to purchase or hold the Shares in reliance on this
Exemption;

(c)           Accredited
Investor Exemption

The Investor is an Accredited
Investor and the Investor has properly completed and duly executed the
Representation Letter for Accredited Investors attached to this Subscription
Agreement as Schedule B indicating the means by which the Investor is an
Accredited Investor and confirms the truth and accuracy of all statements made
by the Investor in such certificate; or

(d)          
For residents of Ontario only, the Investor is:

(i)           a
founder of the Issuer,

(ii)          an
affiliate of a founder of the Issuer,

(iii)         a
spouse, parent, brother, sister, grandparent or child of an executive officer,
director or founder of the Issuer, or

(iv)          a
person that is a control person of the Issuer.

**5.2**                    **Investors Outside of Canada**

If the Investor is resident in a jurisdiction outside of Canada
it acknowledges and certifies that:

(a)           no
securities commission or similar regulatory authority has reviewed or passed on
the merits of the Shares;

(b)          
there is no government or other insurance covering the Shares;

(c)          
there are risks associated with the purchase of the Shares;

(d)          
there are restrictions on the Investors ability to resell the Shares and it is
the responsibility of the Investor to determine what those restrictions are and
to comply with them before selling the Shares; and

(e)           the
Issuer has advised the Investor that the Issuer is relying on an exemption from
the requirements to provide the Investor with a prospectus and to sell the
Shares through a person registered to sell the Shares under Applicable
Securities Laws and, as a consequence of acquiring securities pursuant to this
exemption, certain protections, rights and remedies provided by Applicable
Securities Laws, including statutory rights of rescission or damages, will not
be available to the Investor;

(f)           the
Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the United States) which would apply to this subscription;

(g)           the
Investor is purchasing the Shares pursuant to exemptions from any prospectus,
registration or similar requirements under the laws of that International
Jurisdiction and or, if such is not applicable, the Investor is permitted to
purchase the Investors Shares, and the Issuer has no filing obligations in the
International Jurisdiction;

(h)           no
laws in the International Jurisdiction require the Issuer to make any filings or
seek any approvals of any kind whatsoever from any regulatory authority of any
kind whatsoever in the International Jurisdiction;

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- 10 -

(i)           the
Shares are being acquired for investment only and not with a view to resale and
distribution within the International Jurisdiction; and

(j)           if
it is a resident of the United Kingdom then it complies with the provisions of
§5.1 of this Subscription Agreement as if it were a resident of British Columbia
and it is a person of the described in Article 11(3) of the Financial
Services Act,1986 (Investment Advertisements) (Exemptions) Order
1996, as amended, and is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purpose of its business.

**5.3**                    **Other
General Representations Applicable to Investors**

The following representations are hereby made by each Investor
subject to the provisos contained below:

(a)          
the Investor has no knowledge of a material fact or material change, as
those terms are defined in Applicable Securities Laws, in respect of the affairs
of the Issuer that has not been generally disclosed to the public;

(b)          
the Investor (and, if applicable, any beneficial purchaser for whom it is
acting) is resident in the jurisdiction set out under the heading Name and
Address of Investor on the execution page of this Subscription Agreement;

(c)          
the Investor has the legal capacity and competence to enter into and execute
this Subscription and to take all actions required pursuant hereto and, if the
Investor is a corporation, it is duly incorporated and validly subsisting under
the laws of its jurisdiction of incorporation and all necessary approvals by its
directors, shareholders and others have been obtained to authorize execution of
this Subscription Agreement on behalf of the Investor;

(d)          
the entering into of this Subscription Agreement and the transactions
contemplated hereby do not result in the violation of any of the terms and
provisions of any law applicable to, or the constating documents of, the
Investor or of any agreement, written or oral, to which the Investor may be a
party or by which the Investor is or may be bound;

(e)          
the Investor has duly and validly authorized, executed and delivered this
Subscription Agreement and understands it is intended to constitute a valid and
binding agreement of the Investor enforceable against the Investor;

(f)           in
connection with the Investors investment in the Shares, the Investor has not
relied upon the Issuer for investment, legal or tax advice, and has, in all
cases sought the advice of the Investors own personal investment advisor, legal
counsel and tax advisers or has waived its rights thereto and the Investor is
either experienced in or knowledgeable with regard to the affairs of the Issuer,
or either alone or with its professional advisors is capable, by reason of
knowledge and experience in financial and business matters in general, and
investments in particular, of evaluating the merits and risks of an investment
in the Shares and is able to bear the economic risk of the investment and it can
otherwise be reasonably assumed to have the capacity to protect its own interest
in connection with the investment in the Shares;

(g)           no
person has made to the Investor any written or oral representations:

(i)          
that any person will resell or repurchase the Shares;

(ii)          that
any person will refund the purchase price for the Shares;

(iii)         as to
the future price or value of the Shares; or

(iv)          that
the Shares will be listed and posted for trading on any stock exchange or that
application has been made to list the Shares of the Issuer on any stock
exchange;

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- 11 -

No U.S. Investor Participation
Except with Accredited Investor Form (Schedule C)

(h)           The
Investor represents and warrants either:

(i)           the
Investor

(A)           is
not, and is not purchasing the Shares for the account of or benefit of, a U.S.
Person or a person in the United States;

(B)          
was not offered Shares in the United States; and

(C)           did
not execute or deliver this Agreement in the United States; OR

(ii)          the
Investor is a U.S. Person who is an "accredited investor" as defined in Rule
501(a) of Regulation D of the U.S. Securities Act; and

(iii)         in the
case of paragraph 5.3(h)(ii) above, the Investor has duly completed, executed
and delivered to the Issuer the Certificate of U.S. Purchaser attached hereto as
Schedule C, and represents, warrants and covenants to the Issuer as to the
accuracy of all matters set out therein as at the date hereof and on the Closing
Date;

(i)           Unless
the Investor completes the Certificate of U.S. Purchaser included herein as
Schedule C in connection with a purchase of the Shares made in reliance on
Regulation E, the Investor additionally represents and warrants that:

(i)          
the Investor does not have any agreement or understanding (either written or
oral) with any U.S. Person or a person in the United States respecting:

(A)          
the transfer or assignment of any rights or interests in any of the Shares;

(B)          
the division of profits, losses, fees, commissions, or any financial stake in
connection with this Subscription; or

(C)           the
voting of the Shares; and

(ii)          the
Investor has no intention to distribute either directly or indirectly any of the
Shares in the United States or to U.S. Persons; and

(iii)         the
Investor represents that the current structure of this transaction and all
transactions and activities contemplated hereunder is not a scheme to avoid the
registration requirements of the U.S. Securities Act;

(j)           The
Investor acknowledges and agrees that:

(i)          
the Shares have not been registered under the U.S. Securities Act, and may not
be offered or sold in the United States or to a U.S. Person unless an exemption
from such registration requirements is available;

(ii)          the
Issuer has no obligation or present intention of filing a registration statement
under the U.S. Securities Act in respect of the Shares; and

(iii)         the Investor
will not engage in any directed selling efforts (as defined by Regulation S
under the U.S. Securities Act) in the United States in respect of the
Shares, which would include any activities undertaken for the purpose of, or
that could reasonably be expected to have the effect of conditioning the market
in the United States for the resale of the Shares;

---

- 12 -

Compliance with Resale Laws

(k)          
the Investor will comply with Applicable Securities Laws and, if applicable,
Rule 904 of Regulation S concerning the resale of the Shares and all related
restrictions (and the Issuer is not in any way responsible for such compliance)
and shall speak and consult with its own legal advisors with respect to such
compliance;

Own Expense

(l)          
the Investor acknowledges and agrees that all costs and expenses incurred by the
Investor (including any fees and disbursements of any special counsel or other
advisors retained by the Investor) relating to the purchase of the Shares shall
be borne by the Investor;

International Investor

(m)           if
the Investor is resident of an International Jurisdiction (meaning herein a
country other than Canada or the United States) then:

(i)           the
Investor is knowledgeable of securities legislation having application or
jurisdiction over the Investor and the Offering (other than the laws of Canada
and the U.S.) which would apply to this subscription;

(ii)          the
Investor is purchasing the Shares pursuant to exemptions from any prospectus,
registration or similar requirements under the laws of that International
Jurisdiction and or, if such is not applicable, the Investor is permitted to
purchase the Investors Shares, and the Issuer has no filing obligations in the
International Jurisdiction;

(iii)         no laws in
the International Jurisdiction require the Issuer to make any filings or seek
any approvals of any kind whatsoever from any regulatory authority of any kind
whatsoever in the International Jurisdiction; and

(iv)          the
Shares are being acquired for investment only and not with a view to resale and
distribution within the International Jurisdiction.

**6.**                      
**The Issuers Representations**

6.1                     The
Issuer represents and warrants to the Investor that, as of the date of this
Subscription and at Closing hereunder:

(a)           the
Issuers Public Record is correct in all material respects and does not omit any
material information about the issuer;

(b)          
the Issuer and its subsidiaries are valid and subsisting corporations duly
incorporated and in good standing under the laws of the jurisdictions in which
they are incorporated, continued or amalgamated, and each is a foreign private
issuer as defined in §230.405 of Regulation C promulgated under the U.S.
Securities Act and shall remain a foreign private issuer;

(c)          
the Issuer has complied, or will comply, with Applicable Securities Laws and all
applicable corporate laws and regulations in connection with the offer, sale and
issuance of the Securities, and in connection therewith has not engaged in any
direct selling efforts, as such term is defined in Regulation S, or any
general solicitation or general advertising as described in Regulation D;

(d)          
the Issuer and its subsidiaries are the beneficial owners of the properties,
business and assets or the interests in the properties, business or assets
referred to in its Public Record and except as disclosed therein, all agreements
by which the Issuer or its subsidiaries holds an interest in a property,
business or asset are in

---

- 13 -

good standing according to their terms,
and the properties are in good standing under the applicable laws of the
jurisdictions in which they are situated;

(e)          
the financial statements contained in the Public Record accurately reflect the
financial position of the Issuer as at the date thereof, and no adverse material
changes in the financial position of the Issuer have taken place since the date
of the Issuers last financial statements except as filed in the Public
Record;

(f)           the
creation, issuance and sale of the Shares by the Issuer does not and will not
conflict with and does not and will not result in a breach of any of the terms,
conditions or provisions of its constating documents or any agreement or
instrument to which the Issuer is a party;

(g)          
the Securities will, at the time of issue, be duly allotted, validly issued,
fully paid and non-assessable and will be free of all liens, charges and
encumbrances and the Issuer will reserve sufficient shares in the treasury of
the Issuer to enable it to issue the Shares;

(h)          
this Subscription when accepted has been duly authorized by all necessary
corporate action on the part of the Issuer and, subject to acceptance by the
Issuer, constitutes a valid obligation of the Issuer legally binding upon it and
enforceable in accordance with its terms;

(i)           neither
the Issuer nor any of its subsidiaries is a party to any actions, suits or
proceedings which could materially affect its business or financial condition,
and to the best of the Issuers knowledge no such actions, suits or proceedings
have been threatened as at the date hereof, except as disclosed in the Public
Record;

(j)           no
order ceasing or suspending trading in the securities of the Issuer nor
prohibiting sale of such securities has been issued to the Issuer or its
directors, officers or promoters and to the best of the Issuers knowledge no
investigations or proceedings for such purposes are pending or threatened;
and

(k)           except
as set out in the Public Record or herein, no person has any right, agreement or
option, present or future, contingent or absolute, or any right capable of
becoming a right, agreement or option for the issue or allotment of any unissued
common shares of the Issuer or any other security convertible or exchangeable
for any such shares or to require the Issuer to purchase, redeem or otherwise
acquire any of the issued or outstanding shares of the Issuer.

**7.**                      
**Covenants of the Issuer**

7.1                    
The Issuer hereby covenants with each Investor that it will:

(a)          
offer, sell, issue and deliver the Securities pursuant to exemptions from the
prospectus filing, registration or qualification requirements of Applicable
Securities Laws and otherwise fulfil all legal requirements required to be
fulfilled by the Issuer (including without limitation, compliance with all
Applicable Securities Laws of the Principal Canadian Jurisdictions) in
connection with the Offering;

(b)          
use its best efforts to maintain its status as a reporting issuer not in
default in British Columbia and Alberta for a period of 12 months after the
Closing Date;

(c)           within
the required time, file with the TSX Venture, NZSX and Amex any documents,
reports and information, in the required form, required to be filed by
Applicable Securities Laws in connection with the Offering, together with any
applicable filing fees and other materials; and

(d)          
the Issuer will use reasonable commercial efforts to satisfy as expeditiously as
possible any conditions of the TSX Venture, NZSX and AMEX required to be
satisfied prior to the Regulatory Acceptance of this Offering.

---

- 14 -

**8.**                      
**Resale Restrictions and Legending of Securities**

8.1                    
The Investor acknowledges that any resale of the Securities will be subject to
resale restrictions contained in the Applicable Securities Laws applicable to
the Issuer, the Investor or any proposed transferee. All Investors will receive,
for the Shares acquired, a certificate bearing the following legend imprinted
thereof:

> Unless permitted under securities legislation, the
>       holder of the securities shall not trade the securities before [insert that
>       date which is four months and a day from the Closing Date.]
>     Without prior written approval of the TSX Venture Exchange
>       and compliance with all applicable securities legislation, the securities
>       represented by this certificate may not be sold, transferred, hypothecated
>       or otherwise traded on or through the facilities of the TSX Venture Exchange
>       or otherwise in Canada or to or for the benefit of a Canadian resident until
>       [insert that date which is four months and a day from the Closing Date.]

8.2                    
Investors who are U.S Persons or who use herein an address in the U.S. who
execute this Agreement in the United States (which the Issuer will presume
absent other evidence) will receive a certificate bearing the following legend
imprinted thereon as well as the legend referred to in §8.1:

> The securities represented hereby have not been and
>       will not be registered under the United States Securities Act of 1933, as
>       amended (the U.S. Securities Act). The holder hereof, by purchasing
>       such securities, agrees for the benefit of the Issuer that such securities
>       may be offered, sold, pledged or otherwise transferred only (a) to the Issuer,
>       (b) outside the United States in accordance with Rule 904 of Regulation
>       S under the U.S. Securities Act if applicable, (c) inside the United States
>       (1) pursuant to the exemption from the registration requirements under the
>       U.S. Securities Act provided by Rule 144 thereunder, if available, and in
>       accordance with applicable State securities laws, or (2) in a transaction
>       that does not require registration under the U.S. Securities Act or any
>       applicable State laws and regulations governing the offer and sale of securities,
>       and the holder has prior to such sale furnished to the Issuer an opinion
>       of counsel or other evidence of exemption in form and substance reasonably
>       satisfactory to the Issuer. Provided that if the Issuer is a foreign
>       issuer as that term is defined by Regulation S of the U.S. Securities
>       Act at the time of sale, a new certificate bearing no restrictive legend,
>       delivery of which will constitute Good Delivery may be obtained
>       form the transfer agent, upon delivery of this certificate and a duly executed
>       declaration, in form satisfactory to the Issuer and its transfer agent,
>       to the effect that the sale of the securities represented hereby is being
>       made in compliance with Rule 904 of Regulation S under the U.S. Securities
>       Act.

and that any certificate representing any Securities issued in
exchange therefor or in substitution thereof will bear the same legend,
provided, however, that if the Issuer is a foreign issuer as that term
is defined by Regulation S under the U.S. Securities Act at the time of sale of
any Shares, a new certificate bearing no legend may be obtained from transfer
agent upon delivery of the certificate evidencing such securities and a duly
executed declaration, in a form satisfactory to the Company and transfer agent
to the effect that the sale of the securities is being made in compliance with
Rule 904 of Regulation S under the U.S. Securities Act. The Issuer also reserves
the right to affix to the Securities the legend contained in this §8.2 or a
similar legend if such legend is required to be affixed in order to secure
Regulatory Acceptance or compliance with the U.S. Securities Act.

**9.**                      
**Investors Consent to Issuer to Correct or Complete Subscription
Agreement**

9.1                    
The Investor consents to the Company, or its legal counsel, completing or
correcting the Investors subscription agreement as may reasonably be required
to finalize it.

**10.**                     
**General**

10.1                    
Time is of the essence hereof.

---

- 15 -

10.2                    
Neither this Subscription Agreement nor any provision hereof shall be modified,
changed, discharged or terminated except by an instrument in writing signed by
the party against whom any waiver, change, discharge or termination is
sought.

10.3                     The
parties hereto shall execute and deliver all such further documents and
instruments and do all such acts and things as may either before or after the
execution of this Subscription Agreement be reasonably required to carry out the
full intent and meaning of this Subscription Agreement.

10.4                     This
Subscription Agreement shall be subject to, governed by and construed in
accordance with the laws of British Columbia and the laws of Canada as
applicable therein and the Investor hereby irrevocably attorns to the
jurisdiction of the Courts situate therein.

10.5                     This
Subscription Agreement may not be assigned by any party hereto.

10.6                    
The Issuer shall be entitled to rely on delivery of a facsimile copy of this
Subscription Agreement, and acceptance by the Issuer of a facsimile copy of this
Subscription Agreement shall create a legal, valid and binding agreement between
the Investor and the Issuer in accordance with its terms.

10.7                     This
Subscription Agreement may be signed by the parties in as many counterparts as
may be deemed necessary, each of which so signed shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.

10.8                     This
Subscription, including, without limitation, the representations, warranties,
acknowledgements and covenants contained herein, shall survive and continue in
full force and effect and be binding upon the parties notwithstanding the
completion of the purchase of the Shares by the Investor pursuant hereto, the
completion of the issue of Shares of the Issuer and any subsequent disposition
by the Investor of the Shares;

10.9                    
The invalidity or unenforceability of any particular provision of this
Subscription shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription;

10.10                   Except
as expressly provided in this Subscription and in the agreements, instruments
and other documents contemplated or provided for herein, this Subscription
contains the entire agreement between the parties with respect to the sale of
the Securities and there are no other terms, conditions, representations or
warranties, whether expressed, implied, oral or written, by statute, by common
law, by the Issuer, by the Investor, or by anyone else;

10.11                   All
monetary amounts are in US Dollars.

---

SCHEDULE A

FORM 4C

CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not individuals,
the following information about the placee must be provided. This Form will
remain on file with the Exchange. The corporation, trust, portfolio manager or
other entity (the Placee) need only file it on one time basis, and it will be
referenced for all subsequent Private Placements in which it participates. If
any of the information provided in this Form changes, the Placee must notify the
Exchange prior to participating in further placements with Exchange listed
companies. If as a result of the Private Placement, the Placee becomes an
Insider of the Issuer, Insiders of the Placee are reminded that they must file a
Personal Information Form (2A) or, if applicable, Declarations, with the
Exchange.

|1. |     | Placee Information:                                                                                                                                                                                                                                                                                               
|-- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (a) | Name:
      _____________________________________________________________________________                                                                                                                                                                                                                         
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (b) | Complete Address:
      ___________________________________________________________________                                                                                                                                                                                                                       
|   |     |                                                                                                                                                                                                                                                                                                                   
|   |     | __________________________________________________________________________________                                                                                                                                                                                                                                
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (c) | Jurisdiction of Incorporation or Creation:
      __________________________________________________                                                                                                                                                                                                               
|   |     |                                                                                                                                                                                                                                                                                                                   
|2. | (a) | Is the Placee purchasing securities as a portfolio
      manager (Yes/No)? _____________________________                                                                                                                                                                                                          
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (b) | Is the Placee carrying on business as a portfolio manager
      outside of Canada (Yes/No)? _______________                                                                                                                                                                                                       
|   |     |                                                                                                                                                                                                                                                                                                                   
|3. |     | If the answer to 2(b) above was Yes, the undersigned
      certifies that:                                                                                                                                                                                                                                      
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (a) | It is purchasing securities of an Issuer on behalf of
      managed accounts for which it is making the investment decision to
      purchase the securities and has full discretion to purchase or sell
      securities for such accounts without requiring the clients express
      consent to a transaction;
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (b) | it carries on the business of managing the investment
      portfolios of clients through discretionary authority granted by those
      clients (a portfolio manager business) in [jurisdiction], and it is
      permitted by law to carry on a portfolio manager business in that
      jurisdiction;        
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (c) | it was not created solely or primarily for the purpose of
      purchasing securities of the Issuer;                                                                                                                                                                                                              
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (d) | the total asset value of the investment portfolios it
      manages on behalf of clients is not less than $20,000,000; and                                                                                                                                                                                        
|   |     |                                                                                                                                                                                                                                                                                                                   
|   | (e) | it has no reasonable grounds to believe, that any of the
      directors, senior officers and other insiders of the Issuer, and the
      persons that carry on investor relations activities for the Issuer has a
      beneficial interest in any of the managed accounts for which it is
      purchasing.     

|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page
      1
|---------------------- | ---------------------------------- | ------------
|(as at March 11, 2004) |                                    |             
|1325230.1              |                                    |             

---

 2 

|4. | If the answer to 2(a) above was No, please provide the
      names and addresses of control persons of the
Placee:
|-- | --------------------------------------------------------------------------------------------------------------------

Name
      City
      Province or State
      Country


The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions (See for example, sections 87 and
111 of the Securities Act (British Columbia) and sections 176 and 182 of
the Securities Act (Alberta).

Acknowledgement - Personal Information

Personal Information means any information about an
identifiable individual, and includes information contained in sections 1, 2 and
4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it has
obtained the express written consent of each individual to:

|(a) | the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                  
|(b) | the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.

Dated at _____________________________on
____________________________________________________.

| |                                                                      
| | ---------------------------------------------------------------------
| | (Name of Purchaser - please print)                                   
| |                                                                      
| |                                                                      
| | (Authorized Signature)                                               
| |                                                                      
| |                                                                      
| | (Official Capacity - please print)                                   
| |                                                                      
| |                                                                      
| | (please print name of individual whose
      signature appears above)

THIS IS NOT A PUBLIC DOCUMENT

|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page
      2
|---------------------- | ---------------------------------- | ------------
|(as at March 11, 2004) |                                    |             
|1325230.1              |                                    |             

---

SCHEDULE B

REPRESENTATION LETTER

(FOR ACCREDITED INVESTORS)

TO:                   
Austral Pacific Energy Ltd. (Austral)

In connection with the purchase of common shares in the capital
of Austral (Shares) by the undersigned subscriber or, if applicable,
the principal on whose behalf the undersigned is purchasing as agent (the
Subscriber for the purposes of this Schedule B), the Subscriber hereby
represents, warrants, covenants and certifies to Austral that:

|1. | The Subscriber is purchasing the Shares as principal for
      its own account or is deemed to be acting as principal pursuant to
      National Instrument 45-106 entitled Properties and Registration
      Exemptions (NI 45-106);
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | The Subscriber is an accredited investor within the
      meaning of NI 45-106 by virtue of satisfying the indicated criterion as
      set out in Appendix A to this Representation Letter; and                                     
|   |                                                                                                                                                                                                                                          
|3. | Upon execution of this Schedule B by the Subscriber, this
      Schedule B shall be incorporated into and form a part of the Subscription
      Agreement.                                                                               

Dated: _________________________, 2006.

| |                          |                                                       
| | ------------------------ | ------------------------------------------------------
| | Print name of Subscriber
| |                          |                                                       
| | By:                      |                                                       
| |                          | Signature                                             
| |                          |                                                       
| |                          |                                                       
| |                          | Print name of Signatory (if different from Subscriber)
| |                          |                                                       
| |                          |                                                       
| |                          | Title                                                 

IMPORTANT: PLEASE INITIAL APPENDIX A ON THE NEXT
PAGE

---

APPENDIX A

TO SCHEDULE B

Accredited Investor- (defined in NI 45-106) means:

|[   ] | (a) | an individual who, either alone or with a spouse,
      beneficially owns, directly or indirectly, financial assets having an
      aggregate realizable value that before taxes, but net of any related
      liabilities, exceeds $1,000,000;                                                                                                                          
|----- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (b) | an individual whose net income before taxes exceeded
      $200,000 in each of the 2 most recent calendar years or whose net income
      before taxes combined with that of a spouse exceeded $300,000 in each of
      the 2 most recent calendar years and who, in either case, reasonably
      expects to exceed that net income level in the current calendar year;
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (c) | an individual who, either alone or with a spouse, has net
      assets of at least $5,000,000;                                                                                                                                                                                                                                                                           
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (d) | a person, other than an individual or investment fund,
      that has net assets of at least $5,000,000 as shown on its most recently
      prepared financial statements;                                                                                                                                                                                               
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (e) | a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law to be owned by directors, are persons that are accredited
      investors;                                                                                                                                         
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (f) | a Canadian financial institution, or a Schedule III bank;                                                                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (g) | the Business Development Bank of Canada incorporated
      under the Business Development Bank of Canada Act(Canada);                                                                                                                                                                                                                                                    
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (h) | a subsidiary of any person referred to in paragraphs (f)
      or (g), if the person owns all of the voting securities of the subsidiary,
      except the voting securities required by law to be owned by directors of
      that subsidiary;                                                                                                                          
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (i) | a person registered under the securities legislation of a
      jurisdiction of Canada as an adviser or dealer, other than a person
      registered solely as a limited market dealer under one or both of the
      Securities Act(Ontario) or the Securities Act(Newfoundland and Labrador);                                                                          
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (j) | an individual registered or formerly registered under the
      securities legislation of a jurisdiction of Canada as a representative of
      a person referred to in paragraph (i);                                                                                                                                                                                   
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (k) | the Government of Canada or a jurisdiction of Canada, or
      any crown corporation, agency or wholly owned entity of the Government of
      Canada or a jurisdiction of Canada;                                                                                                                                                                                       
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (l) | a municipality, public board or commission in Canada and
      a metropolitan community, school board, the Comité de gestion de la taxe
      scolaire de lîle de Montréal or an intermunicipal management board in
      Québec;                                                                                                                                       
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (m) | any national, federal, state, provincial, territorial or
      municipal government of or in any foreign jurisdiction, or any agency of
      that government;                                                                                                                                                                                                           
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (n) | a pension fund that is regulated by either the Office of
      the Superintendent of Financial Institutions (Canada) or a pension
      commission or similar regulatory authority of a jurisdiction of Canada;                                                                                                                                                          
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|[   ] | (o) | an investment fund that distributes or has distributed
      its securities only to                                                                                                                                                                                                                                                                                      
|      |     |                                                                                                                                                                                                                                                                                                                                                                          
|      |     | (i)             
      a person that is or was an accredited investor at the time of the distribution;                                                                                                                                                                                                                                                                   

---

- 2 -

| | (ii)  | a person that acquires or acquired securities in the
      circumstances referred to in Sections 2.10 [Minimum amount
      investment], and 2.19 [Additional investment in investment
      funds] of NI 45-106; OR
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                     
| | (iii) | a person described in paragraph (i) or (ii) that acquires
      or acquired securities under Section 2.18 [Investment fund
      reinvestment] of NI 45-106;                                                        

|[   ] | (p) | an investment fund that distributes
        or has distributed securities under a prospectus in a jurisdiction of
        Canada for which the regulator or, in Québec, the securities regulatory
        authority, has issued a receipt;                                                                                                                                         
|----- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|[   ] | (q) | a trust company or trust corporation
        registered or authorized to carry on business under the Trust and
        Loan Companies Act(Canada) or under comparable legislation in a jurisdiction
        of Canada or a foreign jurisdiction, acting on behalf of a fully managed
        account managed by the trust company or trust corporation, as the case
        may be;
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|[   ] | (r) | a person acting on behalf of
        a fully managed account managed by that person, if that person                                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                               
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|[   ] | (s) | a registered charity under the
        Income Tax Act(Canada) that, in regard to the trade, has obtained
        advice from an eligibility adviser or an adviser registered under the
        securities legislation of the jurisdiction of the registered charity to
        give advice on the securities being traded;                                                         
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|[   ] | (t) | an entity organized in a foreign
        jurisdiction that is analogous to any of the entities referred to in paragraphs
        (f) to (i) or paragraph (n) in form and function;                                                                                                                                                                                                 
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|[   ] | (u) | an investment fund that is advised
        by a person registered as an adviser or a person that is exempt from registration
        as an adviser; OR                                                                                                                                                                                                                             
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|[   ] | (v) | a person that is recognized or
        designated by the securities regulatory authority or, except in Ontario
        and Québec, the regulator as                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                                    
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                               

and for purposes hereof:.

|(a) | "Canadian financial institution"means                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                    
|    | (ii)                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                    
|(b) | "control person"has the meaning ascribed
      to that term in securities legislation except Ontario where "control
      person" means any person that holds or is one of a combination of persons
      that hold
|    |                                                                                                                                                                                                                    
|    | (i)                                                                                                                                                                                                                

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- 3 -

|    | (ii)                                                                                                                                                                                                                                                                                                          | more than 20% of the outstanding voting securities of an
      issuer except where there is evidence showing that the holding of those
      securities does not affect materially the control of that
issuer;           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(c) | "eligibility adviser"means a person that
      is registered as an investment dealer or in an equivalent category of
      registration under the securities legislation of the jurisdiction of a
      purchaser and authorized to give advice with respect to the type of
      security being distributed;
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(d) | "executive officer"means, for an issuer,
      an individual who is                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | a chair, vice-chair or president,                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | a vice-president in charge of a principal business unit,
      division or function including sales, finance or production,                                                                                              
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iii)                                                                                                                                                                                                                                                                                                         | an officer of the issuer or any of its subsidiaries and
      who performs a policy-making function in respect of the issuer,
  or                                                                                       
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iv)                                                                                                                                                                                                                                                                                                          | performing a policy-making function in respect of the
      issuer;                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(e) | "financial assets"means (i) cash, (ii)
      securities or (iii) a contract of insurance, a deposit or an evidence of a
      deposit that is not a security for the purposes of securities
      legislation;                                                                                               
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(f) | "founder"means,in respect of an
      issuer, a person who,                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | acting alone, in conjunction or in concert with one or
      more persons, directly or indirectly, takes the initiative in founding,
      organizing or substantially reorganizing the business of the issuer,
      and
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | at the time of the trade is actively involved in the
      business of the issuer;                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(g) | "fully managed account"means an account of
      a client for which a person makes the investment decisions if that person
      has full discretion to trade in securities for the account without
      requiring the client's express consent to a transaction;                                           
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(h) | "investment fund"has the meaning ascribed
      thereto in National Instrument 81-106 - Investment Fund Continuous
      Disclosure;                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(i) | "person"includes                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | an individual,                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | a corporation,                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iii)                                                                                                                                                                                                                                                                                                         | a partnership, trust, fund and an association, syndicate,
      organization or other organized group of persons, whether incorporated or
      not, and                                                                 
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (iv)                                                                                                                                                                                                                                                                                                          | an individual or other person in that person's capacity
      as a trustee, executor, administrator or personal or other legal
      representative;                                                                     
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(j) | "related liabilities"means                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | liabilities incurred or assumed for the purpose of
      financing the acquisition or ownership of financial assets, or                                                                                                  
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | liabilities that are secured by financial
  assets.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|(k) | "spouse"means, an individual
who,                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (i)                                                                                                                                                                                                                                                                                                           | is married to another individual and is not living
      separate and apart within the meaning of the Divorce Act(Canada),
      from the other individual,                                                              
|    |                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                          
|    | (ii)                                                                                                                                                                                                                                                                                                          | is living with another individual in a marriage-like
      relationship, including a marriage-like relationship between individuals
      of the same gender, or                                                         

---

- 4 -

|    | (iii)                                                                                                                                             | in Alberta, is an individual referred to in paragraph (i)
      or (ii) immediately above or is an adult interdependent partner within the
      meaning of the Adult Interdependent Relationships Act(Alberta);
      and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   |                                                                                                                                                                                                                           
|(l) | "subsidiary"means an issuer that is
      controlled directly or indirectly by another issuer and includes a
      subsidiary of that subsidiary;

Affiliated Entities and Control

|1. | An issuer is considered to be an affiliate of another
      issuer if one of them is a subsidiary of the other, or if each of them is
      controlled by the same person.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                           
|2. | A person (first person) is considered to control another
      person (second person) if                                                                                  
|   |                                                                                                                                                                           
|   | (a)                                                                                                                                                                       
|   |                                                                                                                                                                           
|   | (b)                                                                                                                                                                       
|   |                                                                                                                                                                           
|   | (c)                                                                                                                                                                       

---

SCHEDULE C

CERTIFICATE OF U.S. PURCHASER

This form must be completed by United States
investors.

A United States investor is any person in the United States
or any U.S. person as defined in Regulation S under the United States
Securities Act of 1933, as amended. This will include (a) any natural person
resident in the United States; (b) any partnership or corporation organized or
incorporated under the laws of the United States; (c) any trust of which any
trustee is a U.S. person; (d) any partnership or corporation organized outside
the United States by a U.S. person principally for the purpose of investing in
securities not registered under the U.S. Securities Act of 1933, unless it is
organized or incorporated, and owned, by accredited investors who are not
natural persons, estates or trusts; (e) any estate of which any executor or
administrator is a U.S. person.

2.                              
The Investor covenants, represents and warrants to Austral Pacific Energy
Ltd. (the Issuer) that:

(a) it understands that the Shares have
not been and will not be registered under the U.S. Securities Act and that the
sale contemplated hereby is being made in reliance on the exemption from such
registration requirement provided by Rule 506 of Regulation D;

(b) it acknowledges that it has not
purchased the Shares as a result of any form of general solicitation or general
advertising, including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast over radio,
or television, or any seminar or meeting whose attendees have been invited by
general solicitation or general advertising;

(c) it understands and agrees that
there may be material tax consequences to the Investor of an acquisition,
disposition or exercise of any of the Shares. The Issuer gives no opinion and
makes no representation with respect to the tax consequences to the Investor
under United States, state, local or foreign tax law of the undersigneds
acquisition or disposition of such securities. In particular, no determination
has been made whether the Issuer will be a passive foreign investment company
(PFIC) within the meaning of Section 1291 of the United States Internal
Revenue Code;

(d) it understands and agrees that the
financial statements of the Issuer have been prepared in accordance with
Canadian generally accepted accounting principles, which differ in some respects
from United States generally accepted accounting principles, and thus may not be
comparable to financial statements of United States companies;

(e) it understands and acknowledges
that upon the issuance thereof, and until such time as the same is no longer
required under the applicable requirements of the U.S. Securities Act or
applicable state securities laws and regulations, the certificates representing
the Shares will bear a legend in substantially the following form:

The securities represented hereby
have not been and will not be registered under the United States Securities Act
of 1933, as amended (the U.S. Securities Act). The holder hereof, by
purchasing such securities, agrees for the benefit of the Issuer that such
securities may be offered, sold, pledged or otherwise transferred only (a) to
the Issuer, (b) outside the United States in accordance with Rule 904 of
Regulation S under the U.S. Securities Act if applicable, (c) inside the United
Sates (1) pursuant to the exemption from the registration requirements under the
U.S. Securities Act provided by Rule 144 thereunder, if available, and in
accordance with applicable State securities laws, or (2) in a transaction that
does not require registration under the U.S. Securities Act or any applicable
State laws and regulations governing the offer and sale of securities, and the
holder has prior to such sale furnished to the Issuer an opinion of counsel or
other evidence of exemption in form and substance reasonably satisfactory to
Austral. Provided

---

- 2 -

that if Austral is a foreign issuer
as that term is defined by Regulation S of the U.S. Securities Act at the time
of sale, a new certificate bearing no restrictive legend, delivery of which will
constitute Good Delivery may be obtained form the transfer agent, upon
delivery of this certificate and a duly executed declaration, in form
satisfactory to Austral and its transfer agent, to the effect that the sale of
the securities represented hereby is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act.

If the Issuer is a foreign issuer
within the meaning of Regulation S under the U.S. Securities Act at the time of
sale, a new certificate, which will constitute good delivery, will be made
available to the Investor upon provision by the Investor to the transfer agent
of a declaration (in the form attached as Appendix A) that the sale of the
securities represented thereby is being made in compliance with Rule 904 of
Regulation S under the U.S. Securities Act.

(f) it consents to the Issuer making a
notation on its records or giving instruction to the registrar and transfer
agent of the Issuer in order to implement the restrictions on transfer set forth
and described herein;

(g) if an individual, it is a resident
of the state or other jurisdiction listed in its address on the signature page
of the Subscription Agreement, or if the Investor is not an individual, the
office of the Investor at which the Investor received and accepted the offer to
purchase the Issuers Shares is the address listed on the signature page of the
Subscription Agreement.

(h) it has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Shares and it is able to bear the
economic risk of loss of its entire investment;

(i) the Issuer has provided to it the
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering and it has had access to such information concerning
the Issuer as it has considered necessary or appropriate in connection with its
investment decision to acquire the Shares;

(j) it is acquiring the Shares for its
own account, for investment purposes only and not with a view to any resale,
distribution or other disposition of the Shares in violation of the United
States securities laws;

(k) if it decides to offer, sell or
otherwise transfer any of the Shares, it will not offer, sell or otherwise
transfer any of such Shares directly or indirectly, unless

(i) the sale is to the Issuer;

(ii) the sale is made outside the
United States in a transaction meeting the requirements of Rule 904 of
Regulation S under the U.S. Securities Act and in compliance with applicable
local laws and regulations;

(iii) the sale is made pursuant to the
exemption from the registration requirements under the U.S. Securities Act
provided by Rule 144 thereunder and in accordance with any applicable state
securities or Blue Sky laws; or

(iv) the Shares are sold in a
transaction that does not require registration under the U.S. Securities Act or
any applicable state laws and regulations governing the offer and sale of
securities, and, in the case of clauses (ii) or (iv) above, it has prior to such
sale furnished to the Issuer an opinion of counsel or other evidence of
exemption in form and substance reasonably satisfactory to the Issuer;

(l) It is an accredited investor as
defined in Regulation D by virtue of satisfying one or more of the categories
indicated below (please place your initials on the appropriate line(s)):

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- 3 -

|_______ | Category 1.  | A bank, as defined in Section 3(a)(2) of the U.S.
      Securities Act, whether acting in its individual or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 2.  | A savings and loan association or other institution as
      defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting
      in its individual or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                               
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 3.  | A broker or dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934; or                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 4.  | An insurance company as defined in Section 2(13) of the
      U.S. Securities Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 5.  | An investment company registered under the Investment
      Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 6.  | A business development company as defined in Section
      2(a)(48) of the Investment Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 7.  | A small business investment company licensed by the U.S.
      Small Business Administration under Section 301(c) or (d) of the
      Small Business Investment Act of 1958; or                                                                                                                                                                                                                                                                                                                                                                       
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 8.  | A plan established and maintained by a state, its
      political subdivision or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, with assets in
      excess of US$5,000,000; or                                                                                                                                                                                                                                                                                                      
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 9.  | An employee benefit plan within the meaning of the
      Employee Retirement Income Security Act of 1974in which the
      investment decision is made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment advisor, or an employee benefit
      plan with total assets in excess of US$5,000,000 or, if a self-directed
      plan, the investment decisions are made solely by persons who are
      accredited investors; or
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 10. | A private business development company as defined in
      Section 202(a)(22) of the Investment Advisors Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 11. | An organization described in Section 501(c)(3) of the
      Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust, or a partnership, not formed for the specific
      purpose of acquiring the Shares, with total assets in excess of
      US$5,000,000; or                                                                                                                                                                                                                                                         
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 12. | A director, executive officer or general partner of the
      Issuer; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 13. | A natural person whose individual net worth, or joint net
      worth with that persons spouse, at the time of this purchase exceeds
      US$1,000,000; or                                                                                                                                                                                                                                                                                                                                                                                          
|        |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|_______ | Category 14. | A natural person who had an individual income in excess
      of US$200,000 in each year of the two most recent years or joint income
      with that persons spouse in excess of US$300,000 in each of those years
      and has a reasonable expectation of reaching the same income level in the
      current year; or                                                                                                                                                                                                                           

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- 4 -

|_______ | Category 15. | A trust, with total assets in excess of US$5,000,000, not
      formed for the specific purpose of acquiring the securities offered, whose
      purchase is directed by a sophisticated person as described in SEC Rule
      506(b)(2)(ii); or
|------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |              |                                                                                                                                                                                                                                                 
|_______ | Category 16. | An entity in which each of the equity owners meets the
      requirements of one of the above categories.                                                                                                                                       

ONLY UNITED STATES INVESTORS NEED TO COMPLETE AND
SIGN

| |                                              | 
| | -------------------------------------------- | 
| | Date                                         | 
| |                                              | 
| |                                              | 
| | Duly authorized signatory for
      Investor | 
| |                                              | 
| |                                              | 
| | (Print name of Investor)                     | 

---

Appendix A to

Schedule C

CERTIFICATE OF U.S. PURCHASER

Form of Declaration for Removal of Legend

TO:      Registrar and transfer agent
for the Shares of Austral Pacific Energy Ltd. (Austral).

The undersigned (A) acknowledges that the sale of the
securities of Austral to which this declaration relates is being made in
reliance on Rule 904 of Regulation S under the United States Securities Act of
1933, as amended (the U.S. Securities Act), and (B) certifies that (1) the
undersigned is not an affiliate of Austral (as that term is defined in Rule
405 under the U.S. Securities Act); (2) the offer of such securities was not
made to a person in the United States and either (a) at the time the buy order
was originated, the buyer was outside the United States, or the seller and any
person acting on its behalf reasonably believed that the buyer was outside the
United States, or (b) the transaction was executed on or through the facilities
of the TSX and neither the seller nor any person acting on its behalf knows that
the transaction has been prearranged with a buyer in the United States; (3)
neither the seller nor any affiliate of the seller nor any person acting on
their behalf has engaged or will engage in any directed selling efforts in the
United States in connection with the offer and sale of such securities; (4) the
sale is bona fide and not for the purpose of washing off the resale
restrictions imposed because the securities are restricted securities (as that
term is defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the
seller does not intend to replace such securities with fungible unrestricted
securities; and (6) the contemplated sale is not a transaction, or part of a
series of transactions, which, although in technical compliance with Regulation
S, is part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act. Terms used herein have the meanings given to them by Regulation
S under the U.S. Securities Act.

Dated _______________ 200_.

| | **X**                                                          |                                                              
| | -------------------------------------------------------------- | -------------------------------------------------------------
| |                                                                | Signature of individual (if Purchaser isan
      individual) 
| |                                                                |                                                              
| | **X**                                                          |                                                              
| |                                                                | Authorized signatory (if Purchaser is notan
      individual)
| |                                                                |                                                              
| |                                                                |                                                              
| | Name of Purchaser (please print)                              
| |                                                                |                                                              
| |                                                                |                                                              
| | Name of authorized signatory (please print)                   
| |                                                                |                                                              
| |                                                                |                                                              
| | Official capacity of authorized signatory (please
      print)

---