**EXHIBIT
      10.22**


**FARMOUT
      AMENDING AGREEMENT**





THIS
      FARMOUT AMENDING AGREEMENT is made effective


as
      of the
      15 th day of
      November, 2005.





AMONG:





**NORTHERN
      ALBERTA OIL LTD.** ,
      a body
      corporate incorporated pursuant to the laws of the Province of
      Alberta **** (hereinafter
      referred to as “ **NAOL** ”)





-
      and
      -





**DEEP
      WELL OIL & GAS (ALBERTA), LTD.** ,
      a body
      corporate incorporated pursuant to the laws of the Province of
      Alberta **** (hereinafter
      referred to as “ **Deep
      Well Alberta** ”)





-
      and
      -





**DEEP
      WELL OIL & GAS, INC.** ,
      a
      Nevada corporation extra-provincially registered in the Province of Alberta
      (hereinafter referred to as “ **DWOG** ”)





(hereinafter
      NAOL, DWOG and Deep Well Alberta are collectively referred to as the
“ **Farmor** ”)





-
      and
      -





**SURGE
      GLOBAL ENERGY (CANADA), LTD.** ,
      a body
      corporate incorporated pursuant to the laws of the Province of
      Alberta **** (hereinafter
      referred to as “ **Farmee** ”)





-
      and
      -





**SURGE
      GLOBAL ENERGY, INC.** ,
      a body
      corporate incorporated pursuant to the laws of the State of Delaware **** (hereinafter
      referred to as “ **Surge
      US** ”)





RECITALS:





A.
            DWOG,
                NAOL, Farmee and Surge US entered into a farmout agreement dated
                February
                25, 2005, which has been amended from time to time, including, but
                not
                limited to, letter amending agreements dated March 10, 2005, March
                10,
                2005 and July 14, 2005 (the “**Farmout
                Agreement**”).





B.
            Pursuant
                to and as a condition precedent to the closing of a private placement
                of
                gross proceeds in the amount of $8,550,000 CDN to Farmee by MGI Securities
                Ltd. (the “**Private
                Placement**”),
                the Farmor, the Farmee and Surge US have agreed to amend certain
                terms and
                conditions of the Farmout
                Agreement.





NOW
      THEREFORE in consideration of the respective covenants and agreements of the
      Parties contained herein and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged by each of the Parties, it
      is
      hereby agreed as follows:







**ARTICLE
      1**


**INTERPRETATION**





**1.1**
            **Definitions**





In
      this
      agreement the capitalized terms which are used herein and which are defined
      in
      the Farmout Agreement shall have the meaning ascribed thereto unless the
      contrary is otherwise expressly required or unless otherwise defined
      herein.





**ARTICLE
      2**


**AMENDMENTS
      TO THE FARMOUT AGREEMENT**




**2.1**
            **Condition Satisfaction
              Date**





Section
      1.1(f) “Conditions Satisfaction Date” shall be revised as, “means September 25,
      2005;”.




**2.2**
            **Earning
              Period**





Section
      1.1(h) “Earning Period” shall be revised as, “means the period commencing on
      September 25, 2005 and ending on February 25, 2008;”.





**2.3**
            **Conditions
              Precedent**




Section
      2.1(e) of the Farmout Agreement is deleted in its entirety.




**2.4**
            **Option
              Well**


The
      first
      sentence of Section 4.1 shall be revised as follows:





“Farmee
      shall have the right, until September 25, 2006, on notice to Farmor, to Spud
      an
      Option Well.”





**2.5**
            **Reconveyance of Farmout
              Lands**


The
      first
      sentence of Section 10.1 shall be revised as follows:





“Within
      thirty (30) days following the end of the Earning Period, Farmee shall convey
      to
      Deep Well, Northern or Deep Well Alberta, as directed by Deep Well, a 40%
      beneficial interest in those Farmout Lands (if any) in which Farmee has not
      earned an interest by the end of the Earning Period.”.





**ARTICLE
      3**


**OTHER
      AGREEMENTS**





**3.1**
            **6****.5
              Section Block**





Farmor
      acknowledges and confirms that it has acquired legal and beneficial title to
      the
      6.5 Section Block. In accordance with the second sentence of Section 9.3, and
      at
      the closing of the Private Placement, the Farmor shall transfer and convey
      legal
      title to the Farmee of a forty (40%) percent undivided interest in and to the
      6.5 Section Block.





**3.2**
            **Article
              13**





Upon
      payment by the Farmee to the Farmor of US$1,000,000.00 at the closing of the
      Private Placement as contemplated by Section 3.3 below, all amounts payable
      by
      the Farmee to the Farmor, or by the Farmor to the Farmee or Surge US under
      Article 13 of the Farmout Agreement, shall be deemed fully paid and satisfied
      with no further debts, obligations or amounts owing or outstanding by the Farmee
      to the Farmor or the Farmor to the Farmee or Surge US in relation to Article
      13
      of the Farmout Agreement.









**3.3**
            **Surge
              Shares**


Article
      14: “Surge Shares” is deleted in its entirety and restated as
      follows:





“At
      the
      closing of the Private Placement, Farmee agrees to:





i.
            pay
                to NAOL the sum of Nine Hundred Thousand (US$900,000.00) US Dollars
                and to
                Deep Well Alberta the sum of One Hundred Thousand (US$100,000.00)
                US
                Dollars; and





ii.
            issue
                to NAOL Six Million Seven Hundred Ninety Five Thousand (6,795,000)
                common
                shares of Farmee and to Deep Well Alberta Seven Hundred Fifty Five
                Thousand (755,000) common shares of Farmee, and which such Farmee
                common
                shares shall be fully paid and non-assessable as of November 15,
                2005 and
                shall be subject to the terms and conditions of the Voting Trust
                Agreement
                dated November 15, 2005 among NAOL, Deep Well Alberta, and Surge
                US.”.





**ARTICLE
      4**


**MISCELLANEOUS**





**4.1**
            **Ratification**





Other
      than as amended herein, the terms and provisions of the Farmout Agreement are
      hereby ratified and confirmed.





**4.2**
            **Counterpart
              Execution**





This
      agreement may be executed by facsimile and counterpart execution, with each
      such
      counterpart taken to be an original and all counterparts taken together
      constituting due execution by the Parties of this agreement.





IN
      WITNESS WHEREOF the parties hereto have executed this agreement effective as
      of
      the day and year first above written.








**DEEP
                WELL OIL & GAS (ALBERTA) LTD.**
            **DEEP
                WELL OIL & GAS, INC.**Per:
            /s/
                Horst A. Schmid
            
            Per:
            /s/
                Horst A. Schmid





**NORTHERN
                ALBERTA OIL LTD.**
            **SURGE
                GLOBAL ENERGY (CANADA), LTD.**Per:
            /s/
                Curtis J. Sparrow
            
            Per:
            /s/
                Fred W. Kelly**SURGE
                GLOBAL ENERGY, INC.**Per:
            /s/
                David Perez