EXHIBIT 10.10
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                        AUSTRALIAN OIL & GAS CORPORATION






                                      with




                        GREAT MISSENDEN HOLDINGS PTY LTD




________________________________________________________________________________
                                   SERIES III

                                NOTE CERTIFICATE
                                     for the
                            ISSUE OF 31 DECEMBER 2012
                           CONVERTIBLE UNSECURED NOTES
________________________________________________________________________________








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                        AUSTRALIAN OIL & GAS CORPORATION
                   (incorporated in the State of Delaware USA)
                             2480 North Tolemac Way
                             Prescott Arizona 86305
                                       USA

                                   SERIES III
                                31 DECEMBER 2012
                    CONVERTIBLE UNSECURED NOTES OF $1,000.00

                                NOTE CERTIFICATE

Issue by AUSTRALIAN OIL & GAS CORPORATION ("the Company") of DECEMBER 31 2011
CONVERTIBLE UNSECURED NOTES of a nominal value of $1,000 repayable in full on 31
December 2012 ("Notes") each carrying interest at the rate of twelve per cent
per annum calculated and payable quarterly on the first day of March, June,
September and December in each year.

Date of Issue: [    ]   Number of $1,000 Notes: [   ]   Serial Number: [03/    ]
________________________________________________________________________________


THIS IS TO CERTIFY that GREAT MISSENDEN HOLDINGS PTY LTD of Level 21, 500
Collins Street, Melbourne Victoria, Australia ("the Noteholder") is the
registered holder of the above number of December 31, 2012 Convertible Unsecured
Notes of $1,000 each created by resolution of the Board of Directors of the
Company subject to and with the benefit of the provisions of this Note
Certificate and the Schedule attached hereto made between the Company of the
first part and the Noteholder and which may, at the election of the Noteholder,
if not previously redeemed by the Company, be converted at any time on or before
the thirty first day of December 2011 by the allotment of 12,000 fully-paid
shares of Common stock in the Company for each Note of $1,000 then held.


Dated this                day of                                       2009




Signed for and on behalf of                  )
AUSTRALIAN OIL & GAS CORPORATION             )
by authority of the Board of Directors       )
and in the presence of:                      )
                                            -----------------------------------
                                            President



                                            -----------------------------------
                                            Vice President




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                                  THE SCHEDULE

               CONDITIONS APPLYING TO 31 DECEMBER 2012 CONVERTIBLE
                                 UNSECURED NOTES

The Notes are issued in the currency of the United States of America and are
held subject to this Note Certificate, including the following conditions, which
shall be binding on the Company and upon the Noteholder and upon all persons
claiming through them respectively.

1.   Certificate - The Noteholder shall be entitled to one or more Note
     Certificates in reasonable denominations under the authority of the Company
     stating the number and amount of Notes held, the conditions of repayment,
     the payment of interest and stating that the same is issued subject to and
     with the benefit of the provisions set out in this Schedule.

2.   Ranking pari passu - The Notes and all other issued and outstanding
     unsecured notes rank pari passu as between themselves for payment of
     principal and interest.

3.   Repayment - Subject to any earlier Redemption or Conversion, the Notes
     comprised in this Certificate are to be repaid by the Company on the 31 day
     of December 2012 or (subject to the Noteholder waiving any breach by the
     Company or any subsidiary of any condition) are to be repaid in cash on
     such earlier date as any of the following events occur namely:

     (a)  If the Company makes default in the payment of any interest on the
          notes and such default continues for fourteen (14) days.

     (b)  If an order is made or resolution is passed for the winding up of the
          Company or of any subsidiary, otherwise than for the purpose of
          reconstruction or amalgamation.

     (c)  If an encumbrancer takes possession or if a receiver of the
          undertaking of the Company or any subsidiary or any part thereof is
          appointed.

     (d)  If any distress or execution in respect of an amount exceeding (US)$1
          million is levied or enforced upon or against any of the assets or
          property of the Company or any subsidiary.

     (e)  If the Company or any subsidiary enters into any arrangement or
          composition with its creditors.

     (f)  If the Company or any subsidiary makes default in the performance or
          observance of any condition contained in this Schedule and such
          default is not remedied or waived within fourteen (14) days after the
          receipt of notice from the Noteholder specifying and requiring the
          Company to remedy such default.


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4.   Interest - Interest will be calculated and paid quarterly on the last days
     of March, June, September and December at the rate of twelve per cent (12%)
     per annum until the Notes are redeemed, converted or repaid but interest
     shall cease to be payable in respect of any Note from the date fixed for
     repayment or redemption unless (upon demand made by or on behalf of the
     Noteholder together with production of the Note Certificate with respect to
     the Notes of which payment is sought) default shall be made by the Company
     in making such payment in which case interest shall run from the date fixed
     for payment or redemption until payment is actually made.

5.   Conversion - Unless prior Redemption has occurred, any time on or before
     December 31, 2012, the Noteholder shall have the right to elect to convert
     each Note into 12,000 fully paid shares of Common stock in the Company
     ("Conversion") by written notice of such election lodged with the Company
     at its above address.

6.   In the event that the Borrower elects to redeem the Notes by repaying the
     borrowings drawn down pursuant to the Line of Credit prior to December 31,
     2012 then, before doing so, the Borrower shall notify the Credit Provider
     no less than 30 days prior to the intended redemption date, so as to allow
     the Credit Provider the opportunity to make the election of conversion in
     accordance with clause 4.

7.   Joint holders - Joint holders of Notes shall be entitled to one Note
     Certificate only in respect of any Notes held by them jointly and the same
     will be delivered to the first named of such of the joint holders.

8.   Register -

     (a)  The Company shall establish and maintain a register of the Notes in
          Melbourne, Australia at 21st Floor, 500 Collins Street, Melbourne
          ("the Register").

     (b)  There shall be entered on the register:

          (i)  The names addresses and descriptions of the Noteholders showing
               the number and amount of the Notes held by each such Noteholder
               and the number of each Note Certificate issued and the date of
               issue or transfer thereof.

          (ii) Any change of name and address of a Noteholder shall forthwith be
               notified in writing to the Company accompanied, in the case of
               change of name, by such evidence as the Company shall reasonably
               require, and thereupon the register shall be altered accordingly.

9.   Noteholder as owner - The Company will recognise the registered Noteholder
     only as the absolute owner of the Notes referred to in the Note Certificate
     and shall not be bound to take notice or see to the execution of any trust
     whether express implied or constructive to which any Notes may be subject
     and the receipt of such registered Noteholder or, in the case of joint
     registered Noteholders, the receipt of any one of them for the interest
     from time to time accruing due in respect thereof and for any moneys
     payable upon the redemption of the same shall be a good discharge to the
     Company notwithstanding any notice it may have, whether express or
     otherwise, of the right title or interest of any person to or in such Notes
     or moneys.


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10.  Transferee - Every Noteholder registered pursuant to a transfer will be
     recognised by the Company as entitled to his Notes free from any equity
     set-off or cross-claim on the part of the Company against the original or
     any intermediate Noteholder.

11.  Representatives of deceased noteholder - The executors or administrators of
     a deceased Noteholder (not being one of several joint Noteholders) shall be
     the only persons recognised by the Company as having any title to such
     Notes.

12.  Death of one joint noteholder - In case of the death of any joint holder of
     Notes the survivor or survivors will be the only person or persons
     recognised by the Company as having any title to or interest in such Notes.

13.  Form of transfer - Every Noteholder will be entitled to transfer the Notes
     held by him or any part thereof in multiples of $1,000 (except in cases
     where the Company otherwise permits) by an instrument in writing in the
     usual form commonly used for share transfers.

14.  Signatures to transfer - Every such instrument must be signed by the
     transferor and the transferee. The transferor shall be deemed to remain the
     owner of such Note until the name of the transferee is entered in the
     register in respect thereof.

15.  Registration of transfer - Ever instrument of transfer must be left at the
     Register of the Company for registration accompanied by the Note
     Certificate comprising the Notes to be transferred and such other evidence
     as the directors may require to prove the title of the transferor or his
     right to transfer the Notes.

16.  Retention of instruments of transfer - All instruments of transfer which
     shall be registered shall be retained by the Company for such period as it
     may determine.

17.  Transfer prior to interest payment - No transfer will be registered during
     the fourteen days immediately preceding the days fixed for payment of
     interest on the Notes.

18.  Transmission - Any person becoming entitled to Notes in consequence of the
     death or bankruptcy of any holder of such Notes may upon producing such
     evidence that he sustains the character in respect of which he proposes to
     act under this condition or of his title as the directors think sufficient
     either be registered himself as the holder of such Notes or subject to the
     preceding conditions as to transfer may transfer such Notes. This condition
     shall include any case in which a person becomes entitled as a survivor of
     persons registered as joint holders.

19.  Retention of interest - The directors shall be at liberty to retain the
     interest payable in respect of any Notes which any person under the last
     preceding condition is entitled to transfer until such person shall be
     registered or duly transfer the same.

20.  Receipt from joint noteholders - If several persons are registered as joint
     Noteholders then the receipt of any one of such persons for the interest
     from time to time payable to them and for any moneys payable upon the
     payment off or redemption of the Notes shall be as effective a discharge to
     the Company as if the person signing such receipt were a sole registered
     Noteholder.


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21.  Re-issue of note certificate defaced, lost, etc - If any Note Certificate
     issued pursuant to these conditions becomes lost, worn out or defaced then
     the directors may cancel the same and issue a new Note Certificate in lieu
     thereof. An entry as to the issue of this new certificate and indemnity (if
     any) shall be made in the register.

22.  Production of note for payment of principal - The production to the Company
     of the Note Certificate shall be a condition precedent to the right of the
     Noteholder to receive payment of the principal sum represented by the Notes
     comprised in such Note Certificate and the Company shall not be obliged to
     pay nor shall it be deemed to have committed any breach hereunder by reason
     of its failure to pay the principal sum in respect of any Note unless the
     Note Certificate is in respect thereof shall have been produced to the
     Company.

23.  Compliance by subsidiaries - The Company shall, while any of the Notes are
     issued and outstanding, use its voting power in and representation on the
     Board of Directors of each of its subsidiaries in such manner as to ensure
     full compliance at all times with the provisions of this Schedule and to
     prevent any act or omission on the part of any subsidiary which would or
     might detrimentally affect the interest of the Noteholders.



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