INDO-PACIFIC ENERGY LTD.
                   (herein "Indo-Pacific" or the "Company")
                          UNIT SUBSCRIPTION AGREEMENT

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY
STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
TO U.S. PERSONS (AS DEFINED HEREIN) WITHOUT REGISTRATION UNDER THE 1933 ACT AND
ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.

Instructions to Complete this Subscription for Units of Indo-Pacific Energy
Ltd.

1.  Enter number of Units, Name and Sign on page 11.

2.  Registration or Delivery Instructions (if different from page 11)
    (Complete page 12)

3.  BC or Alberta resident Accredited Investors only -  Complete and
    Sign Schedule A

4.  Ontario resident Accredited Investors only -  Complete and Sign
    Schedule B

5.  U.S. subscribers only - Certificate of U.S. Person.  Complete and
    sign Schedule C

6.  Send funds and completed forms to Indo-Pacific Energy Ltd.  Make
    cheque payable to "Indo-Pacific Energy Ltd.".

TO:                                       Dated for reference August 23rd,2002
Indo-Pacific Energy Ltd.
284 Karori Road
P.O. Box 17258
Wellington, New Zealand
Telephone 64-4-476-2711  Fax 64-4-4760120

Re:  Purchase of US $0.80 Indo-Pacific Units Exempt from Prospectus
Requirements

1.  Subscription Commitment

1.1  The undersigned (the "Subscriber") hereby irrevocably subscribes for and
agrees to purchase from Indo-Pacific Energy Ltd. (the "Company"), subject to
the terms and conditions set forth herein, that number of units (the "Units")
in the capital of the Company set out above the Subscriber's name on the
execution page (11) of this agreement (the "Subscription") at the price per
Unit of US$0.80 (the "Subscription Price") (the "Offering").  It is understood
that the Units are part of a private placement of up to one million two hundred
fifty thousand Units to be privately placed by the Company.  Subject to the
terms hereof, this Subscription will be effective upon its acceptance by the
Company.  By acceptance of and agreement to this Subscription, the Company
covenants, agrees and confirms that the Subscriber will have the benefit of all
representations, warranties, covenants and conditions set forth herein.

2.  Description of Securities - Share and Two Year Warrant

2.1  Each Unit consists of one common share in the capital of the Company and
one non-transferable common share purchase warrant (herein referred to as a
"Warrant").

2.2  Each Warrant will entitle the Subscriber to purchase one additional common
share (a "Warrant Share") of the Company, at a price of US$0.90 per Warrant
Share, at any time until 4:30 p.m. (Vancouver time) on the first business day
that is one year from the Closing Date (as hereinafter defined) and thereafter
at a price of US$1.15 per Warrant Share, at any time until 4:30 p.m. (Vancouver
time) on the first business day that is two years from the Closing Date.

2.3  The Warrants will be governed by the terms and conditions set out in
certificates representing the Warrants (the "Warrant Certificates").

2.4  The Shares and Warrants are herein the "Units" and together with the
Warrant Shares are herein collectively referred to as the "Securities".

3.  Payment, Subscription Forms and Closing

3.1  The Subscriber shall complete, sign and return to the Company as soon as
possible:

   (a)  Signature page (11), including, if registration of the Units is
        different, a direction to the Company with respect to registration and
        delivery instructions (page 11); and

   (b)  Securities Regulatory Authority Forms

           (i)  If the subscriber is an Accredited Investor resident in
                British Columbia or Alberta, Accredited Investor Certificate
                Form - BC/AB (Schedule A) and

          (ii)  If the subscriber is an Accredited Investor resident in
                Ontario, Accredited Investor Certificate Form - BC/AB (Schedule
                B) and

         (iii)  if the Subscriber is a U.S. Person, a "Certificate of
                U.S. Person" (Schedule C).

3.2  On request by the Company, the Subscriber agrees to complete and deliver
any other documents, questionnaire, notices and undertakings as may possibly be
required by regulatory authorities and applicable law to complete the Unit
purchase contemplated by this Agreement.  Delivery and payment for the Units
will be completed by the Company at its offices located at 284 Karori Road,
Wellington, New Zealand, on or about August 30th, 2002 or such other date or
dates and at such time as the Company shall determine (the "Closing Date") at
which time certificates representing the Shares and Warrants will be available
against payment funds for delivery to the Subscriber as the Subscriber shall
instruct.

3.3  Funds may be advanced to the Company from time to time, however the twelve
month hold period and the warrant expiry date will run from the Closing Date
notwithstanding the earlier advance of funds.

4.  Subscriber's Acknowledgements - Regarding Risk,Restrictions,
    Independent Advice

4.1  The Subscriber represents and warrants and acknowledges and agrees with
(on its own behalf and, if applicable, on behalf of each beneficial purchaser
for whom the Subscriber is contracting hereunder) the Company 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 Company, and that its decision is based entirely upon its
        review of information about the Company available at www.SEDAR.com or
        otherwise in the public domain (the "Public Record");

   (b)  no prospectus has been filed by the Company with any securities
        commission or similar authority, in Canada or the US, in connection
        with the issuance of the Securities, and the issuance and the sale of
        the Units is subject to such sale being exempt from the
        prospectus/registration requirements under the applicable securities
        laws in the jurisdictions where the Company is a reporting issuer (the
        "Applicable Securities Laws") and accordingly:

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

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

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

   (c)  the Subscriber (or others for whom the Subscriber 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
        Company is in no way responsible) for compliance with applicable resale
        restrictions;

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

   (e)  the offer made by this Subscription is irrevocable (subject to the
        right of the Company to terminate this Subscription) and requires
        acceptance by the Company;

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

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

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

   (i)  the subscription proceeds will be available to the Company on the
        Closing Date;

   (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

   (k)  the Company will rely on the representations and warranties made
        herein or otherwise provided by the Subscriber to the Company in
        completing the sale and issue of the Units to the Subscriber.

5.  Subscriber's Exemption Status

5.1  The Subscriber, by its execution of this Subscription Agreement, hereby
further represents, warrants to, and covenants with, the Company (which
representations, warranties and covenants shall survive the Closing of the
Offering) that:

   (a)  British Columbia Exemptions (At least one B.C. exemption contained
        in Section 5.1 through Section 5.3 must apply to every Subscriber even
        if the Subscriber is not a British Columbia resident)
        Whether or not the Subscriber is a British Columbia resident, it is
        purchasing the Units as principal for its own account, it is purchasing
        such Units not for the benefit of any other person, and not with a view
        to the resale or distribution of the Units and one of the following
        exemptions is applicable:

           (i)  Family, Close Friends and Business Associates Exemption:
                The Subscriber is:

                   (A)  a director, senior officer or control person of
                        the Company;

                   (B)  a spouse, parent, brother, sister or child of a
                        director, senior officer or control person of the
                        Company, or an affiliate of the Company,

                   (C)  a close personal friend of a director, senior
                        officer or control person of the Company, or of an
                        affiliate of the Company,

                   (D)  a close business associate of a director, senior
                        officer or control person of the Company, or of an
                        affiliate of the Company, or

                   (E)  a person or company that is wholly-owned by any
                        combination of persons or companies described in
                        paragraphs (A) to (D) above.

          (ii)  Exempt Amount Exemption

                   (A)  It will have an aggregate acquisition cost of
                        purchasing the Units of not less than Cdn.$97,000; or

                   (B)  Subscriber is not an individual but is a
                        corporation, partnership, trust, fund, association or
                        any other organization of a group of persons resident
                        in British Columbia, it was not created solely, nor is
                        it used primarily, to permit a group of individuals to
                        purchase securities without a prospectus and it will
                        have an aggregate acquisition cost of purchasing the
                        Units of not less than Cdn.$97,000 or, if it is such an
                        entity created or used primarily for such purpose, each
                        of the individuals who form part of the group has
                        contributed at least Cdn.$97,000  to such entity for
                        the purpose of purchasing the Units.

         (iii)  Accredited Subscriber Exemption
                        The Subscriber is an "accredited Subscriber" as such
                        term is defined in Multilateral Instrument 45-103 and
                        is purchasing the Units as principal for its own
                        account and not for the benefit of any other person,
                        for investment purposes only and not with a view to
                        resale or distribution, the Subscriber has properly
                        complied and duly executed the Accredited Subscriber
                        Certificate attached to this Subscription Agreement as
                        Schedule A indicating the means by which the Subscriber
                        is an accredited Subscriber and confirms the truth and
                        accuracy of all statements made by the Subscriber in
                        such certificate;

   (b)  Alberta Exemptions (Alberta Subscribers ONLY)

           (i)  Family, Close Friends and Business Associates Exemption:
                The Subscriber is:

                   (A)  a director, senior officer or control person of
                        the Company;

                   (B)  a spouse, parent, brother, sister or child of a
                        director, senior officer or control person of the
                        Company, or an affiliate of the Company,

                   (C)  a close personal friend of a director, senior
                        officer or control person of the Company, or of an
                        affiliate of the Company,

                   (D)  a close business associate of a director, senior
                        officer or control person of the Company, or of an
                        affiliate of the Company, or

                   (E)  a person or company that is wholly-owned by any
                        combination of persons or companies described in
                        paragraphs (A) to (D) above.

           (ii)  Accredited Subscriber Exemption

                        The Subscriber is an "accredited Subscriber" as such
                        term is defined in Multilateral Instrument 45-103 and
                        is purchasing the Units as principal for its own
                        account and not for the benefit of any other person,
                        for investment purposes only and not with a view to
                        resale or distribution, the Subscriber has properly
                        complied and duly executed the Accredited Subscriber
                        Certificate attached to this Subscription Agreement as
                        Schedule A indicating the means by which the Subscriber
                        is an accredited Subscriber and confirms the truth and
                        accuracy of all statements made by the Subscriber in
                        such certificate;

          (iii)  Other

                        If the Subscriber is an Alberta resident and NOT AN
                        ACCREDITED SUBSCRIBER (see Schedule A), then it is
                        agreed that the sale of  Units pursuant to this
                        Offering is being made in Alberta under the statutory
                        exemptions from the prospectus requirements of the
                        Securities Act (Alberta) (the "Alberta Act") and:

                            a.  the Subscriber is purchasing Units as
                                principal for its own account (and not for any
                                other person), in a sufficient number such that
                                the aggregate acquisition cost to the
                                Subscriber of the Units is not less than
                                $97,000; or

                            b.  if the Subscriber is not purchasing as
                                principal, it is duly authorized to enter into
                                this Agreement and to execute all documentation
                                in connection with the purchase on behalf of
                                each beneficial purchaser, it acknowledges that
                                the Company is required by law to disclose, on
                                a confidential basis, to certain regulatory
                                authorities, the identity of the beneficial
                                purchaser of Units for whom it is acting, and:

                                   (I)  it is purchasing not less than
                                        $97,000 of Units for accounts fully
                                        managed by it and it is a trust
                                        corporation trading as a trustee or an
                                        agent, a portfolio manager trading as
                                        an agent, or a person or company
                                        trading as an agent, that, except for
                                        an exemption under the Alberta Act or
                                        the Alberta Securities Commission
                                        Rules, is required to be registered as
                                        a portfolio manager; or

                                  (II)  it is acting as agent for one or
                                        more undisclosed principals, each of
                                        which principals is purchasing as a
                                        principal for its own account, and it
                                        is not purchasing  for the benefit of
                                        any other person, and not with a view
                                        to resale or distribution of all or any
                                        of the Units, and each of the
                                        principals is purchasing not less than
                                        $97,000 of Units; or

                            c.  if the Subscriber is a corporation,
                                syndicate, partnership or other form of
                                unincorporated organization, it pre-existed the
                                Offering and has a bona fide purpose other than
                                investment in the Units or, if created
                                primarily to permit such investment, the
                                individual share or portion of the aggregate
                                acquisition cost for any shareholder of the
                                corporation, partner of the partnership, member
                                of the syndicate or other form of
                                unincorporated organization is not less than
                                $97,000.

   (c)  Ontario Exemptions (Ontario Subscribers ONLY)
        If the Subscriber is a resident in the province of Ontario, the
        Subscriber must be an "accredited Subscriber" as such term is defined
        in Ontario Securities Commission Rule 45-501 (see Schedule B) and is
        purchasing the Units as principal and the Subscriber has properly
        complied and duly executed the Accredited Subscriber Certificate -
        Ontario attached to this Subscription Agreement as Schedule B
        indicating the means by which the Subscriber is an accredited
        Subscriber and confirms the truth and accuracy of all statements made
        by the Subscriber in such certificate;

5.2  Subscribers Outside of Canada

If the Subscriber is resident in a jurisdiction outside of Canada it
acknowledges that:

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

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

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

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

   (e)  the Company has advised the Subscriber that the Company is relying
        on an exemption from the requirements to provide the Subscriber with a
        prospectus and to sell the Securities through a person registered to
        sell the Securities 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 Subscriber.

5.3  Portfolio Managers

        If the Subscriber is purchasing as a Portfolio Manager, not for its own
        account, then each of its beneficial underlying "Subscribers" is an
        Accredited Subscriber, or the aggregate acquisition cost for each such
        underlying Subscriber is not less than $97,000 (excluding Ontario
        residents all of whom must be accredited) and the Portfolio Manager,
        manual numbering in this subsection

   (a)  is resident in British Columbia and is a trust company or an
        insurer which has received a business authorization under the Financial
        Institutions Act (British Columbia) or is a trust company or an insurer
        authorized under the laws of another province or territory of Canada to
        carry on such business in such province or territory, and the
        Subscriber is purchasing the Units as an agent or trustee for accounts
        that are fully managed by the Subscriber; OR

   (b)  is resident in British Columbia and is an advisor who manages the
        investment portfolios of clients through discretionary authority
        granted by one or more clients and the Subscriber is registered as an
        advisor under the B.C. Act or the Subscriber is exempt from such
        registration and the Subscriber is purchasing the Units as an agent for
        accounts that are fully managed by the Subscriber; OR

   (c)  is acting as agent for one or more disclosed principals, each of
        which principals is purchasing as principal for its own account, not
        for the benefit of any other person and not with a view to the resale
        or distribution of all or any of the Units, and the purchase cost of
        Units of each of whose principals complies with subparagraphs (i) or
        (ii); OR

   (d)  carries on business as a Foreign Portfolio Manager outside of
        Canada and makes the acknowledgements set out in subparagraph 5.2
        above.

5.4  Other General Representations Applicable to All Subscribers

   (a)  the Subscriber 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 Company that has not been generally
        disclosed to the public;

   (b)  the Subscriber (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 Subscriber" on the face page of this
        Subscription Agreement;

   (c)  the Subscriber has the legal capacity and competence to enter into
        and execute this Subscription and to take all actions required pursuant
        hereto and, if the Subscriber 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 Subscriber;

   (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 Subscriber or of any agreement, written or oral, to
        which the Subscriber may be a party or by which the Subscriber is or
        may be bound;

   (e)  the Subscriber 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 Subscriber enforceable
        against the Subscriber;

   (f)  in connection with the Subscriber's investment in the Units, the
        Subscriber has not relied upon the Company for investment, legal or tax
        advice, and has, in all cases sought the advice of the Subscriber's own
        personal investment advisor, legal counsel and tax advisers or has
        waived its rights to and the Subscriber is either experienced in or
        knowledgeable with regard to the affairs of the Company, 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 Units 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 Units;

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

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

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

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

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

        Not A U.S. Person

   (h)  UNLESS the Subscriber completes the certificate of U.S. Person
        included herein as Schedule C, the Subscriber represents and warrants
        that:

           (i)  the Securities are not being acquired, directly or
                indirectly, for the account or benefit of a U.S. Person or a
                person in the United States and the Subscriber 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 Securities;

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

                   (C)  the voting of the Securities; and

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

         (iii)  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;

        U.S. Subscribers - U.S. Person Certificate Required

   (i)  UNLESS the Subscriber has executed and delivered to the Company
        herewith the certifications set forth in the certificate of U.S. Person
        attached hereto as Schedule C, the Subscriber represents and warrants
        that:

           (i)  the Subscriber is not a "U.S. Person"  (the definition of
                which includes, but is not limited to, a natural person
                resident in the United States and an estate or trust of which
                any executor or administrator or trustee, respectively, is a
                U.S. Person and any partnership or corporation organized or
                incorporated under the laws of the United States) and is not
                purchasing the Units for the account or benefit of any U.S.
                Person or for offering, resale or delivery for the account or
                benefit of any U.S. Person or for the account or benefit of any
                person in any jurisdiction other than the jurisdiction set out
                in the name and address of the Subscriber below; or

          (ii)  the Subscriber was outside the United States at the time
                of execution and delivery of this subscription agreement within
                the meaning of Regulation S; and

         (iii)  no offers to sell the Securities were made by any person
                to the Subscriber while the Subscriber was in the United
                States;

          (iv)  the Subscriber acknowledges that the Units 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.
                The Subscriber understands that the Company has no obligation
                or present intention of filing a registration statement under
                the U.S. Securities Act in respect of the Securities;

           (v)  the Subscriber 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 Securities, 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 Securities;

          (vi)  the Subscriber acknowledges that any person who exercises
                a Warrant will be required to provide to the Company either:

                   (A)  written certification that it is not a U.S. Person
                        and that such Warrant is not being exercised within the
                        United States or on behalf of, or for the account or
                        benefit of; a U.S. Person; or

                   (B)  a written opinion of counsel or other evidence
                        satisfactory to the Company to the effect that the
                        Warrants and the Warrant Shares have been registered
                        under the U.S. Securities Act and applicable state
                        securities laws or are exempt from registration
                        thereunder;

        Compliance with Local Laws

   (j)  the Subscriber will comply with Applicable Securities Laws
        concerning the resale of the Securities and all related restrictions
        (and the Company is in any way responsible for such compliance) and
        shall speak and consult with its own legal advisors with respect to
        such compliance;
        Own Expense

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

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

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

          (ii)  the Subscriber is purchasing the Units 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 Subscriber is permitted
                to purchase the Subscriber's Units, and the Company has no
                filing obligations in the International Jurisdiction;

         (iii)  no laws in the International Jurisdiction require the
                Company 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 Units are being acquired for investment only and not
                with a view to resale and distribution within the International
                Jurisdiction.

6.  Indo-Pacific's Representations

6.1  The Company represents and warrants to the Subscriber that, as of the date
of this Subscription and at each Closing hereunder:

   (a)  the Company 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;

   (b)  the Company has complied, or will comply, with all applicable
        corporate and securities laws and regulations in connection with the
        offer, sale and issuance of the Securities;

   (c)  the Company 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 Company or its
        subsidiaries holds an interest in a property, business or asset are in
        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;

   (d)  the authorized and issued capital of the Company consists of an
        unlimited number of common shares without par value, of which the
        number of common shares are issued and outstanding as at the date
        hereof is as per the Public Record;

   (e)  the Public Record together with this subscription and any other
        written representations made by the Company to an investor or potential
        investor in connection with the offer and sale of the Units are
        accurate in all material respects and omit no fact, the omission of
        which would make such representation misleading in light of the
        circumstances in which such representation was made;

   (f)  the Financial Statements accurately reflect the financial position
        of the Company as at the date thereof, and no adverse material changes
        in the financial position of the Company have taken place since June
        30, 2002 except as has been disclosed in the Public Record;

   (g)  the creation, issuance and sale of the Securities by the Company
        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
        Company is a party;

   (h)  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 Company will reserve sufficient
        shares in the treasury of the Company to enable it to issue the Shares
        and Warrant Shares;

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

   (j)  the Company and its subsidiaries are duly registered or licensed
        to carry on business in the jurisdictions in which they carry on
        business or own property or assets;

   (k)  neither the Company 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 Company's
        knowledge no such actions, suits or proceedings have been threatened as
        at the date hereof, except as disclosed in the Public Record;

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

   (m)  at the Closing Date, every consent, approval, authorization or
        order that is required for the transactions herein contemplated to
        occur at Closing will have been obtained and will be in effect;

   (n)  except as set out in the  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 Company
        or any other security convertible or exchangeable for any such shares
        or to require the Company to purchase, redeem or otherwise acquire any
        of the issued or outstanding shares of the Company;

   (o)  the Company is under Canadian laws a "reporting issuer" in the
        Province of British Columbia (the "Reporting Jurisdiction") within the
        meaning of the Securities Act of that jurisdiction, and is not included
        on the list of defaulting reporting issuers maintained by the
        Securities Commissions in that jurisdiction; and

   (p)  the Company is a Foreign Private Issuer registered under the
        Securities Act of 1934 and the issued and outstanding common shares of
        the Company are listed and posted for trading on the OTCBB.

7.  No Contractual Right of Action for Rescission

7.1   The Subscriber  acknowledges  that it will not receive a copy of the
Offering Memorandum in connection with this Subscription and is not entitled to
contractual rights of action.

8.  Resale Restrictions and Legending of Securities

8.1  The Subscriber acknowledges that any resale of the Securities will be
subject to resale restrictions contained in the securities legislation
applicable to each Subscriber or any proposed transferee.  The Company is a
reporting issuer in the Reporting Jurisdictions only. Accordingly, the
Subscriber, if resident in any other province or territory of Canada,
acknowledges and agrees that the applicable hold periods applicable in such
other Canadian jurisdictions may be of indefinite length.

8.2  For non-US Person subscribers, any shares of the Company issued pursuant
to this Offering as part of a Unit or acquired on exercise of a Warrant will be
subject to restrictions on resale for a period of twelve months from the
closing of this Offering in British Columbia and 40 days under Regulation S in
the United States. The Subscriber hereby acknowledges that a legend will be
placed on the certificates representing the Securities to the effect that the
securities represented thereby are subject to a twelve (12) month (from
Closing) hold period in British Columbia The Subscriber further acknowledges
that in the event that any Warrant is exercised by the Subscriber prior to the
expiring of the hold period, a legend will be placed on the certificates
representing the Warrant Shares to the effect that the securities represented
by such certificates are subject to a hold period until the later of twelve
months from the Closing Date and 40 days from the exercise date.

8.3  The Subscriber acknowledges that the Securities have not been registered
under the 1933 Act or the securities laws of any State of the United States and
that the Company does not intend to register same under the 1933 Act, or the
securities laws of any State of the United States and has no obligation to do
so.  The Securities may not be offered or resold in the United States unless
registered in accordance with federal securities laws and all applicable State
securities laws or exemptions from such requirements are available.

8.4  For US person subscribers, the Company will be relying on the exemption
found in Regulation D to the the 1933 Act and the Shares and any Warrant Shares
will be subject to resale Rule 144 unless an exemption is available under
Regulation S and Rule 904.  The Shares and any Warrant Shares issued to US
Persons will bear the legend referred to on Schedule C.

8.5  In this Subscription, the term "US Person" shall have the meaning ascribed
thereto in Rule 902 of Regulation S under the 1933 Act and for the purpose of
this Subscription, includes any person in the United States.

9.  General and Miscellaneous

   (a)  Governing Law:  This Subscription is governed by the laws of the
        Province of British Columbia and the federal laws of Canada applicable
        therein.  The Subscriber, in his personal or corporate capacity and, if
        applicable, on behalf of each beneficial purchaser for whom he is
        acting, irrevocably attorn to the jurisdiction of the courts of the
        Province of British Columbia;

   (b)  Survival:  This Subscription, including, without limitation, the
        representations, warranties, acknowledgments and covenants contained
        herein, shall survive and continue in full force and effect and be
        binding upon the Subscriber notwithstanding the completion of the
        purchase of the Units by the Subscriber pursuant hereto, the completion
        of the issue of Units of the Company and any subsequent disposition by
        the Subscriber of the Shares or Warrants;

   (c)  Assignment:  This Subscription is not transferable or assignable
        by the Subscriber except pursuant to applicable law and the Company's
        consent;

   (d)  Execution:  The Company shall be entitled to rely on delivery by
        facsimile machine of an executed copy of this Subscription and
        acceptance by the Company of such facsimile copy shall be equally
        effective to create a valid and binding agreement between the
        Subscriber and the Company in accordance with the terms hereof;

   (e)  Severability:  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;

   (f)  Entire Agreement:  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 Company, by the Subscriber, or by anyone else; and

   (g)  Currency:  All monetary amounts are in  U.S. Dollars.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription as of the
date first above mentioned.

Number of Units Subscribed:          175,000

Total Purchase Price:             US$140,000

Name and Address

Trans-Orient Petroleum Ltd.
-------------------------------------------------------------------
(Name of Subscriber - Please type or print)

"Garth Johnson" Corporate Secretary
-------------------------------------------------------------------
(Signature and, if applicable, Office)

887 Helmcken Street
-------------------------------------------------------------------
(Address of Subscriber)

Vancouver, BC  V6Z 1B1
-------------------------------------------------------------------
(City, Province, Postal Code of Subscriber)

<PAGE>

If the Subscriber is signing as agent or other person, please provide the name
and address of the beneficial owner of the Units purchased:

Name and Address


-------------------------------------------------------------------
(Name of Subscriber - Please type or print)


-------------------------------------------------------------------
(Signature and, if applicable, Office)


-------------------------------------------------------------------
(Address of Subscriber)


-------------------------------------------------------------------
(City, Province, Postal Code of Subscriber)



                              A C C E P T A N C E

The above-mentioned Subscription is hereby accepted and the terms hereof agreed
to by Indo-Pacific Energy Ltd.

DATED at Vancouver, British Columbia, the 6th day of September, 2002.

                                 INDO-PACIFIC ENERGY LTD.
                                 Per:  "Bernhard Zinkhofer"
                                 Authorized Signing Officer

REGISTRATION AND DELIVERY INSTRUCTIONS

1.  Delivery - please deliver the Share and Warrant certificate(s) to the
following street address:


    ------------------------------------------------------------------

    ------------------------------------------------------------------

    ------------------------------------------------------------------



2.  Registration - registration of the single certificate which is to
        be delivered at closing should be made as follows:  (Registration must
        reflect legal ownership in accordance with Subscriber's disclosure made
        on page 10.)


    ------------------------------------------------------------------
    (name)


    ------------------------------------------------------------------
    (address)


    ------------------------------------------------------------------
    (account number)

                                  SCHEDULE A
                 ACCREDITED INVESTOR CERTIFICATE FORM - BC/AB

The Purchaser certifies that it/he/she is an "accredited investor" as defined
in Multilateral Instrument 45-103 Capital Raising Exemption (the "Instrument")
promulgated under the Securities Act (British Columbia) and the Securities Act
(Alberta) (each, an "Act") by virtue of qualifying as one of more of the
following.  Please insert a checkmark in the bracketed area beside each
applicable paragraph:

Individual Purchasers

     [  ]  (a)  An individual who beneficially owns, or together
                with a spouse beneficially owns, 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 two most recent years or whose net
                income before taxes combined with that of a spouse exceeded
                $300,000 in each of those years and who, in either case, has a
                reasonable expectation of exceeding the same net income level
                in the current year;

     [  ]  (c)  An individual who has been granted registration
                under an Act or securities legislation in another jurisdiction
                as a representative or a person or company registered under the
                Act or securities legislation in another jurisdiction as an
                adviser or dealer under the Securities Act (Ontario), other
                than a limited market dealer, whether or not the individual's
                registration is still in effect;

     [  ]  (d)  A person registered under an Act or securities
                legislation in another jurisdiction as an adviser or dealer,
                other than a limited market dealer;

Non-Individual Purchasers

    [v  ]  (e)  A company registered under the Act or securities
                legislation in another jurisdiction as an adviser or dealer,
                other than a limited market dealer;

     [  ]  (f)  A registered charity under the Income Tax Act
                (Canada);

     [  ]  (g)  A corporation, limited partnership, limited
                liability partnership, trust or estate, other than a mutual
                fund or non-redeemable investment fund, that had net assets of
                at least $5,000,000 as shown in its most recently prepared
                financial statements;

     [  ]  (h)  A person or company in respect of which all of the
                owners of interests, direct or indirect, legal or beneficial,
                are persons or companies that are accredited investors;

Institutional Purchasers

     [  ]  (i)  A Canadian financial institution, or an authorized
                foreign bank listed in Schedule III of the Bank Act (Canada) or
                a wholly owned subsidiary of same;

     [  ]  (j)  A loan corporation or trust corporation registered
                under the Loan and Trust Corporations Act (Ontario) or under
                the Trust and Loan Corporations Act (Canada), or under
                comparable legislation in any other jurisdiction or a wholly
                owned subsidiary of same;

     [  ]  (k)  An association under the Cooperative Credit
                Associations Act (Canada) or a wholly owned subsidiary of same
                located in Canada;

     [  ]  (l)  The Business Development Bank incorporated under the
                Business Development Bank Act (Canada);

     [  ]  (m)  A pension fund that is regulated by either the
                Office of the Superintendent of Financial Institutions (Canada)
                or a provincial pension commission or similar regulatory
                authority;

     [  ]  (n)  A mutual fund or non-redeemable investment fund
                that, in the local jurisdiction, distributes its securities
                only to persons or companies that are accredited investors;

     [  ]  (o)  A mutual fund or non-redeemable investment fund
                that, in the local jurisdiction, distributes its securities
                under a prospectus for which the regulator has issued a
                receipt;

     [  ]  (p)  An entity that is organized outside of Canada that
                is analogous to any of the entities referred to in paragraphs
                (e), (i), (l), (k) or (m);

Government Organizations

     [  ]  (q)  The government of Canada or of a Province of Canada,
                or any crown corporation or agency of a Canadian federal or
                provincial government;

     [  ]  (r)  Any municipality, public board or commission in
                Canada;

     [  ]  (s)  Any national, federal, state, provincial,
                territorial or municipal government of or in any foreign
                jurisdiction, or any agency of that government.

Date August 30, 2002.


"Garth Johnson"
-------------------------------------------------------------------
Signature of the Purchaser or authorized signatory of the Purchaser


Trans-Orient Petroleum Ltd.
-------------------------------------------------------------------
Name of Purchaser


887 Helmcken Street, Vancouver, BC V6Z 1B1
-------------------------------------------------------------------
Address of Purchaser

FOOTNOTE:

The Rule defines the term (i) "financial assets" as cash or securities, (ii)
"related liabilities" as liabilities incurred or assumed for the purpose of
financing the acquisition or ownership of financial assets or liabilities
that are secured by financial assets, (iii) "spouse" as, in relation to an
individual, another individual to whom that individual is married and is not
living separate and apart within the meaning of the Divorce Act (Canada) or
is living and cohabiting within a marriage-like relationship, including a
marriage- like relationship between persons of the same gender. Terms used
herein which are defined in National Instrument 14-101 (the "National
Instrument") as adopted by the Commissions have the meaning given to them in
the National Instrument and terms used herein which are defined in the Acts
have the meaning given to them in the Acts.  Reference should be made to the
Instrument itself for the complete text of the Instrument, including other
definitions, and to the Companion Policy to the Instrument for matters of
interpretation and application.



                                  SCHEDULE B

                   ACCREDITED INVESTOR CERTIFICATE - ONTARIO

          regarding the purchase of UNITS OF INDO-PACIFIC ENERGY LTD.

In connection with the proposed purchase of Units of Indo-Pacific Energy Ltd.
(the "Company"), the undersigned certifies, represents and warrants that the
undersigned is an "accredited investor" as defined in Ontario Securities
Commission Rule 45-501 (the "Rule") promulgated under the Securities Act
(Ontario) (the "Act") as indicated below.  Please insert a checkmark in the
bracketed area beside each applicable paragraph:

Individual Investors

[ ] (a) An individual who beneficially owns, or together with a spouse
        beneficially own, 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 two most recent years or whose net income before taxes combined
        with that of a spouse exceeded $300,000 in each of those years and who,
        in either case, has a reasonable expectation of exceeding the same net
        income level in the current year;

[ ] (c) An individual who has been granted registration under the Act or
        securities legislation in another jurisdiction as a representative of a
        person or company registered under the Act or securities legislation in
        another jurisdiction as an adviser or dealer, other than a limited
        market dealer, whether or not the individual's registration is still in
        effect;

[ ] (d) A person registered under the Act or securities legislation in another
        jurisdiction as an adviser or dealer, other than a limited market
        dealer;

[ ] (e) A person that is recognized by the Ontario Securities Commission as an
        accredited investor;

[ ] (f) A spouse, parent, grandparent or child of an officer, director or
        promoter of the issuer;

Non-Individual Investors

[ ] (g) A company registered under the Act or securities legislation in another
        jurisdiction as an adviser or dealer, other than a limited market
        dealer;

[ ] (h) A registered charity under the Income Tax Act (Canada);

[ ] (i) A company, limited partnership, limited liability partnership, trust or
        estate, other than a mutual fund or non-redeemable investment fund,
        that had net assets of at least $5,000,000 as reflected in its most
        recently prepared financial statements;

[ ] (j) A company that is recognized by the Ontario Securities Commission as an
        accredited investor;

[ ] (k) A person or company in respect of which all of the owners of interests,
        direct or indirect, legal or beneficial, are persons or companies that
        are accredited investors;

[ ] (l) A promoter of the issuer or an affiliated entity of a promoter of the
        issuer;

[ ] (m) A person or company that, in relation to the issuer, is an affiliated
        entity or a person or company referred to in clause (c) of the
        definition of distribution in subsection 1(1) of the Act;


Institutional Investors

[ ] (n) A bank listed in Schedule I or II of the Bank Act (Canada), or an
        authorized foreign bank listed in Schedule III of that Act or a wholly-
        owned subsidiary of same;

[ ] (o) A loan corporation or trust corporation registered under the Loan and
        Trust Corporations Act (Ontario) or under the Trust and Loan
        Corporations Act (Canada), or under comparable legislation in any other
        jurisdiction or a wholly-owned subsidiary of same;

[ ] (p) A co-operative credit society, credit union central, federation of
        caisses populaires, credit union or league, or regional caisse
        populaire, or an association under the Cooperative Credit Associations
        Act (Canada), in each case, located in Canada, or a wholly-owned
        subsidiary of same;

[ ] (q) A company licensed to do business as an insurance company in any
        jurisdiction or a wholly-owned subsidiary of same;

[ ] (r) The Business Development Bank incorporated under the Business
        Development Bank Act (Canada) or a wholly-owned subsidiary of same;

[ ] (s) A pension fund that is regulated by either the Office of the
        Superintendent of Financial Institutions (Canada) or a provincial
        pension commission or similar regulatory authority;

[ ] (t) A mutual fund or non-redeemable investment fund that, in Ontario,
        distributes its securities only to persons or companies that are
        accredited investors;

[ ] (u) A mutual fund or non-redeemable investment fund that, in Ontario,
        distributes its securities under a prospectus for which a receipt has
        been granted by the Director of the Ontario Securities Commission;

[ ] (v) A managed account if it is acquiring a security that is not a security
        of a mutual fund or non-redeemable investment fund;

[ ] (w) An account that is fully managed by a trust corporation registered
        under the Loan and Trust Companies Act (Ontario);

[ ] (x) An entity that is organized outside of Canada that is analogous to any
        of the entities referred to in paragraphs (g), (n), (o), (p), (q), (r),
        or (s);

Government Organizations

[ ] (y) The government of Canada or of any jurisdiction, or any crown
        corporation, instrumentality or agency of a Canadian federal,
        provincial or territorial government;

[ ] (z) Any Canadian municipality or any Canadian provincial or territorial
        capital city;

[ ] (aa) Any national, federal, state, provincial, territorial or municipal
        government of or in any foreign jurisdiction, or any agency or
        instrumentality thereof;

Dated ___________________, 20___



-------------------------------------------------------------------
Signature of Investor or authorized signatory of the Investor

Trans-Orient Petroleum Ltd.
-------------------------------------------------------------------
Name of Investor

887 Helmcken Street, Vancouver, BC  V6Z 1B1
-------------------------------------------------------------------
Address  of Investor

FOOTNOTE:

The Rule defines the term (i) "financial assets" as cash, securities, or any
contract of insurance or deposit or evidence thereof that is not a security
for the purposes of the Act, (ii) "related liabilities" as liabilities
incurred or assumed for the purpose of financing the acquisition or
ownership of financial assets and liabilities that are secured by financial
assets, (iii) "managed account" as an investment portfolio account of a
client established in writing with a portfolio adviser who makes investment
decisions for the account and has full discretion to trade in securities of
the account without requiring the client's express consent to a transaction,
and (iv) "spouse" as, in relation to an individual, another individual to
whom that individual is married, or another individual of the opposite sex
or the same sex with whom that individual is living in a conjugal
relationship outside marriage.  Terms used herein which are defined in
National Instrument 14-101 (the "National Instrument") as adopted by the
Ontario Securities Commission have the meaning given to them in the National
Instrument and terms used herein which are defined in the Act have the
meaning given to them in the Act.  Reference should be made to the Rule
itself for the complete text of the Rule, including other definitions, and
to the Companion Policy to the Rule for matters of interpretation and
application.


                                  SCHEDULE D

                          CERTIFICATE OF U.S. PERSON

            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.

The Investor covenants, represents and warrants to Indo-Pacific Energy Ltd.
(the "Company") that:

   (a)  it understands that the Units, the Shares, the Warrants and the
        Warrant Shares (collectively, the "Securities") 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 Securities 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 Securities.  The Company 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 Company 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
        Company 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
        Securities 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
                Company that such securities may be offered, sold, pledged or
                otherwise transferred only (a) to the Company, (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 Company an opinion of counsel or other
                evidence of exemption in form and substance reasonably
                satisfactory to the Corporation.  Provided that if the
                Corporation 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 Corporation
                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 Company 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 Company making a notation on its records or
        giving instruction to the registrar and transfer agent of the Company
        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 Company's Units 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 Securities and it is able to bear the economic risk
        of loss of its entire investment;

   (i)  the Company 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 Company as it
        has considered necessary or appropriate in connection with its
        investment decision to acquire the Securities;

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

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

           (i)  the sale is to the Company;

          (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 Securities 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 Company an
                opinion of counsel or other evidence of exemption in form and
                substance reasonably satisfactory to the Company;

   (l)  it understands and agrees that the Warrants may not be exercised
        in the United States or by or on behalf of a U.S. Person or a person in
        the United States unless registered under the U.S. Securities Act and
        any applicable state securities laws or unless an exemption from such
        registration requirements is available and that certificates
        representing the Warrants will bear a legend to such effect;

   (m)  it hereby agrees and consents by acceptance hereof that the
        certificate or certificates representing the Warrants shall be
        impressed with a legend reciting that the exercise thereof is
        restricted, substantially in the following form:

                "THIS WARRANT AND THE SECURITIES DELIVERABLE
                UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED
                UNDER THE UNITED STATES SECURITIES ACT OF
                1933, AS AMENDED (THE "SECURITIES ACT"), OR
                THE SECURITIES LAWS OF ANY STATE OF THE UNITED
                STATES.  THIS WARRANT MAY NOT BE EXERCISED IN
                THE UNITED STATES OR BY OR ON BEHALF OF A
                PERSON IN THE UNITED STATES OR A U.S. PERSON
                UNLESS THE WARRANT AND THE WARRANT SHARES HAVE
                BEEN REGISTERED UNDER THE SECURITIES ACT AND
                THE APPLICABLE SECURITIES LEGISLATION OF ANY
                SUCH STATE OR AN EXEMPTION FROM SUCH
                REGISTRATION REQUIREMENTS IS AVAILABLE.
                "UNITED STATES" AND "U.S. PERSON" ARE AS
                DEFINED BY REGULATION S UNDER THE SECURITIES
                ACT."

   (n)  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)):

[ ] Category 1. A bank, as defined in Section 3(a)(2) of the 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 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 Act; or

[ ] Category 5. An investment company registered under the Investment Company
                Act of 1940; or

[ ] Category 6. A business development company as defined in Section 2(a)(48)
                of the Investment Company 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 1974 in 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
                Company; 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

[ ] 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


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Date


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Duly authorized signatory for Purchaser


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(Print name of Purchaser)

<PAGE>

                               Appendix "A" to
                          CERTIFICATE OF U.S. PERSON
                   Form of Declaration for Removal of Legend

TO:  Registrar and transfer agent for the shares of Indo-Pacific Energy Ltd.
(the "Corporation").
The undersigned (A) acknowledges that the sale of the securities of the
Corporation 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 the Corporation (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 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; (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 _______________ 2002.


X
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Signature of individual (if Purchaser is an individual)

X
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Authorized signatory (if Purchaser is not an individual)

Trans-Orient Petroleum Ltd.
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Name of Purchaser (please print)


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Name of authorized signatory (please print)


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Official capacity of authorized signatory (please print)


<PAGE>