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                                                                   EXHIBIT 10.10

                           FORM OF PURCHASE AGREEMENT

THIS NAKILAT SHARE PURCHASE AGREEMENT MADE THE DATE.

BETWEEN           TEEKAY SHIPPING CORPORATION, a Marshall Islands company having
                  an office at Bayside Executive Park, TK House, West Bay Street
                  & Blake Road, Nassau, The Bahamas ("Teekay Shipping");

AND               TEEKAY LNG PARTNERS L.P. , a Marshall Islands limited
                  partnership having an office at Bayside Executive Park, TK
                  House, West Bay Street & Blake Road, Nassau, The Bahamas
                  ("Teekay LNG").

WHEREAS           Teekay Shipping owns all of the common shares of Teekay
                  Nakilat Holdings Corporation;

AND               Teekay Nakilat Holding Corporation owns 100% of Teekay Nakilat
                  Corporation, which in turn owns three subsidiaries (the
                  "RasGas II Subsidiaries"), each of which has contracted to
                  build a liquefied natural gas carrier that is subject to a
                  time charter to Ras Laffan Natural Gas Co. Limited;

AND               Qatar Gas Transport Company Ltd. has three options to purchase
                  up to an aggregate 30% interest in the RasGas II vessels
                  through ownership in either Teekay Nakilat Corporation or its
                  subsidiaries;

AND               Teekay LNG wishes to purchase from Teekay Shipping, and Teekay
                  Shipping wishes to sell to Teekay LNG, all of the common
                  shares of Teekay Nakilat Holdings Corporation.

SO, the parties agree as follows:

1.    INTERPERTATION

1.1   In this Agreement,

      (a)   "Agreement" means this Nakilat Share Purchase Agreement;

      (b)   "Delivered Cost" means the amount determined under Paragraph 2.2;

      (c)   "Parties" means Teekay Shipping and Teekay LNG collectively, and
            "Party" means either of them;

      (d)   "Price" means the amount determined in accordance with Section 2;

      (e)   "Shares" means all of the common shares of Teekay Nakilat Holdings
            Corporation; and

      (f)   "Teekay Nakilat Group" means Teekay Nakilat Holdings Corporation and
            its subsidiaries.

1.2   HEADINGS. Headings contained in this Agreement are included solely for
      convenience, are not intended to be full or accurate descriptions of the
      content of any Section or Paragraph

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      and shall not be considered to be part of this Agreement.

2.    PURCHASE AND SALE OF SHARES

2.1   Teekay Shipping shall sell and transfer to Teekay LNG, and Teekay LNG
      shall purchase and receive from Teekay Shipping, the Shares.

2.2   The Price for the Shares shall be determined by the following formula:

            PRICE = DC - X

      where:

      "X" is the amount of any cash or other consideration received by Teekay
      Nakilat Group from Qatar Gas Transport Company Ltd. or its assignee or
      another party for an interest in any member of the Teekay Nakilat Group or
      the RasGas II vessels; and

      "DC " is the Delivered Cost of the three RasGas II vessels, determined as
      follows:

      DELIVERED COST = BUILD + CLOSE + FIN + MODS + SPARES + START-UP + SUPER -
      DEBT

      where:

      "Build" is the shipyard contract price for the construction and delivery
      of all three vessels;

      "Close" are the closing costs associated with the financing of the
      vessels;

      "Fin" is the of cost of capitalized interest on all payments made to the
      shipyard relating to the contract price of the ship. Interest will be
      capitalized at a rate of 8.5% per annum.

      "Mods" is the cost of customer requested modifications made to the vessels
      during construction;

      "Spares" is the cost of depot spares that are purchased by the Teekay
      Nakilat Group during construction;

      "Start-Up" is the cost incurred by the Teekay Nakilat Group in connection
      with the start-up of the vessels, including crew training, crew supplies
      and flag registration;

      "Super" is the cost incurred by the Teekay Nakilat Group in supervising
      the construction of the vessels; and

      "Debt" is the bank debt or liabilities associated with the construction,
      financing, and delivery of the vessels.

2.3   Teekay LNG shall pay Teekay Shipping the Price in two installments as
      follows:

      (a)   at the date of delivery of the first RasGas II vessel, 90% (ninety
            percent) of Teekay Shipping's conservative estimate of the Delivered
            Cost of the RasGas II vessels; and

      (b)   no later than 90 (ninety) days following the date of delivery of the
            third RasGas II vessel, the remainder of the Price.

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2.4   Teekay LNG shall pay the Price in one of the following modes, as
      determined by Teekay Shipping with no less than 90 (ninety) days' written
      notice to Teekay LNG:

      (a)   in United States Dollars by negotiable certified cheque, solicitors
            trust cheque, or by wire transfer of immediately available funds;

      (b)   subject to security-holder approval, if required, in accordance with
            the listing standards of the New York Stock Exchange, in units of
            Teekay LNG valued at the lower of:

            (1)   the average closing price during the 10 (ten) day trading
                  period immediately prior to the date of payment; and

            (2)   the price per unit to the public in any offering made by
                  Teekay LNG to finance the purchase within the 90 (ninety) day
                  period immediately prior to the date of delivery of the first
                  RasGas II vessel to be delivered;

      (c)   a combination of (a) and (b); or

      (d)   such other consideration as agreed by the parties with the
            concurrence of the Conflicts Committee of the Board of Directors of
            Teekay GP L.L.C.; or

2.5   Promptly following receipt of the initial installment of the Price, Teekay
      Shipping shall deliver to Teekay LNG the documents of title for the
      Shares.

3.    REPRESENTATIONS OF TEEKAY SHIPPING

3.1   Teekay Shipping makes the following representations to Teekay LNG, and
      acknowledges that Teekay LNG is relying on these representations in
      entering into this Agreement:

      (a)   ORGANIZATION AND GOOD STANDING. Teekay Shipping is a corporation
            duly incorporated, organized and validly existing in good standing
            under the laws of the Marshall Islands;

      (b)   DUE AUTHORIZATION, ETC. Teekay Shipping has all necessary corporate
            power, authority and capacity to enter into this Agreement and to
            perform its obligations hereunder; and the execution and delivery of
            this Agreement has been duly authorized by all necessary corporate
            action on the part of Teekay Shipping.

      (c)   NO IMPEDIMENTS. To the best knowledge of Teekay Shipping after
            making such diligent inquiry as may be reasonable under the
            circumstances, Teekay Shipping has no knowledge of any impediment
            that might impact the transfer of the Shares to Teekay LNG.

      (d)   TITLE TO SHARES. Teekay Shipping is, and Teekay LNG shall become, on
            receipt of the Shares, the absolute beneficial owner of the Shares,
            with good and marketable title to the Shares, free and clear of any
            title defects, mortgages, pledges, hypothecs, security interests,
            deemed trusts, liens, charges, encumbrances or rights or claims of
            others of any kind whatsoever.

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      (e)   OWNERSHIP OF SUBSIDIARIES. Teekay Nakilat Holding Corporation owns
            100% (one hundred percent) of Teekay Nakilat Corporation, which in
            turn owns 100% (one hundred percent) of each of the RasGas II
            Subsidiaries.

      (f)   CONTRACTS. Each of the RasGas II Subsidiaries has contracted to
            build a liquefied natural gas carrier that is subject to a time
            charter to Ras Laffan Natural Gas Co. Limited.

      (g)   NO OTHER ACTIVITIES. None of the RasGas II Subsidiaries owns any
            assets, is subject to any liabilities, or is engaged in any business
            activities, unrelated to the RasGas II vessels.

4.    REPRESENTATIONS OF TEEKAY LNG

4.1   Teekay LNG makes the following representations to Teekay Shipping, and
      acknowledges that Teekay Shipping is relying on these representations in
      entering into this Agreement:

      (a)   ORGANIZATION AND GOOD STANDING. Teekay LNG is a limited partnership
            duly formed, organized and validly existing in good standing under
            the laws of the Marshall Islands;

      (b)   DUE AUTHORIZATION, ETC. Teekay LNG has all necessary power,
            authority and capacity to enter into this Agreement and to perform
            its obligations hereunder; and the execution and delivery of this
            Agreement has been duly authorized by all necessary action on the
            part of Teekay LNG.

      (c)   NO IMPEDIMENTS. To the best knowledge of Teekay LNG after making
            such diligent inquiry as may be reasonable under the circumstances,
            Teekay LNG has no knowledge of any impediment that might impact
            payment to Teekay Shipping for the Shares.

5.    NO COMMISSION

5.1   Each Party represents to the other Party that no individual, partnership,
      or corporation is entitled to a brokerage commission, finder's fee or
      other like payment in connection with the purchase and sale of the Shares.

6.    NOTICES

6.1   Any notice, direction or other instrument required or permitted to be
      given by either party under this Agreement shall be in writing and shall
      be sufficiently given if delivered personally, sent by prepaid first class
      mail or transmitted by facsimile or other form of electronic communication
      during the transmission of which no indication of failure of receipt is
      communicated to the sender:

      (a)   in the case of a notice to Teekay Shipping Corporation at:

            TK House, Bayside Executive Park,
            West Bay Street & Blake Road,
            Nassau, The Bahamas.

      (b)   in the case of a notice to Teekay LNG Partners L.P. at:

            TK House, Bayside Executive Park,

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            West Bay Street & Blake Road,
            Nassau, The Bahamas.

7.    GENERAL

7.1   EXPENSES. Except as otherwise agreed in writing by the parties, costs and
      expenses (including, without limitation, the fees and disbursements of
      legal counsel) incurred in connection with this Agreement and the
      transaction contemplated under this Agreement shall be paid by the Party
      incurring such expenses.

7.2   ASSIGNMENT/SUCCESSORS AND ASSIGNS. Neither this Agreement nor any rights
      or obligations under this Agreement shall be assignable by either Party
      without the prior written consent of the other Party, which shall not be
      unreasonably withheld or delayed. Subject to that condition, this
      Agreement shall enure to the benefit of and be binding upon the Parties
      and their respective heirs, executors, administrators, successors
      (including any successor by reason of amalgamation of any Party) and
      permitted assigns.

7.3   WAIVER; AMENDMENT. The failure of either Party to enforce any term of this
      Agreement shall not act as a waiver. Any waiver or amendment of this
      Agreement must be specifically stated as such in writing and, in the case
      of Teekay LNG, approved by the conflicts committee of the board of
      directors of Teekay GP L.L.C. if such waiver or amendment materially
      adversely affects Teekay LNG.

7.4   FURTHER ASSURANCES. Each Party agrees that upon the written request of any
      other Party, it will do all such acts and execute all such further
      documents, conveyances, deeds, assignments, transfers and the like, and
      will cause the doing of all such acts and will cause the execution of all
      such further documents as are within its power to cause the doing or
      execution of, as the other Party may from time to time reasonably request
      be done and executed as may be required to consummate the transactions
      contemplated under this Agreement, or as may be necessary or desirable to
      effect the purpose of this Agreement or any document, agreement or
      instrument delivered under this Agreement and to carry out their
      provisions or to better or more properly or fully evidence or give effect
      to the transactions contemplated under this Agreement.

7.5   PUBLIC NOTICES. All notices to third parties and all other publicity
      concerning the transactions contemplated by this Agreement shall be
      jointly planned and coordinated by Teekay Shipping and Teekay LNG and no
      Party shall act unilaterally in this regard without the prior approval of
      the other Party (such approval not to be unreasonably delayed or
      withheld), except where required to do so by law or by the applicable
      regulations or policies of any regulatory agency of competent jurisdiction
      or any stock exchange.

7.6   COUNTERPARTS. This Agreement may be executed by the Parties in separate
      counterparts each of which when so executed and delivered shall be an
      original, and all such counterparts shall together constitute one and the
      same instrument.

IN WITNESS WHEREOF THE PARTIES HAVE DULY EXECUTED THIS AGREEMENT UNDER AUTHORITY
OF THEIR RESPECTIVE BOARDS OF DIRECTORS.

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Signed by

for and on behalf of TEEKAY SHIPPING CORPORATION

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Signed by

for and on behalf of TEEKAY LNG PARTNERS L.P.

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