##### 



Purchase and Sale  Agreement
 Shell Overseas Holdings Limitedas VendorandInterOil Products Limitedas PurchaserAllens Arthur RobinsonStock Exchange Centre530 Collins StreetMelbourne 3000 AustraliaTel 61 3 9614 1011Fax 61 3 9614 4661pjsm M0111766070v9 304458504 PJSM© Copyright Arthur Robinson & Hedderwicks 2006




---



##### 



Purchase and Sale Agreement
 Table of Contents1.
    
    Definitions and interpretation
    
    
    11.1 Definitions
    
    
    11.2 Interpretation
    
    
    61.3 Method of payment
    
    
    71.4 Interest on amounts payable
    
    
    71.5 Consents or approvals
    
    
    82.
    
    Sale and purchase of Shares
    
    
    82.1 Sale and purchase
    
    
    82.2 Title and property
    
    
    83.
    
    Purchase Price
    
    
    83.1 Payment of Purchase Price
    
    
    83.2 Deposit
    
    
    84.
    
    Warranties
    
    
    94.1 Warranties
    
    
    94.2 When Warranties given
    
    
    105.
    
    Liabilities, indemnities and notification of warranty breach
    
    
    105.1 Liabilities prior to Transfer Date
    
    
    105.2 Notification of warranty breach or indemnity claim
    
    
    106.
    
    Limitation of Vendors liability
    
    
    127.
    
    Environmental Warranties
    
    
    147.1 Environmental Warranties
    
    
    147.2 When Environmental Warranties given
    
    
    157.3 Conditions of payment and claims
    
    
    157.4 Purchasers release of Vendor
    
    
    177.5 Notification of Authorities
    
    
    177.6 Indemnity for breach of Environmental Warranties
    
    
    187.7 Environmental Warranties to cease on disposal of Premises
    
    
    187.8 Vendors right to undertake remediation works
    
    
    198.
    
    Statutory actions and third party claims
    
    
    208.1 Procedure when a third party claim is made
    
    
    208.2 Other warranties and conditions excluded
    
    
    219.
    
    Obligations of the Vendor prior to the Transfer Date
    
    
    2110.
    
    Rights of the Vendor prior to Transfer Date
    
    
    2210.1 Minor acquisitions and dispositions of Assets
    
    
    2210.2 Material acquisitions and expenditures
    
    
    2211.
    
    Completion
    
    
    23
 Page (i)




---



##### 



Purchase and Sale Agreement
 11.1 Completion place
    
    
    2311.2 Obligations of Vendor on Completion
    
    
    2311.3 Payment of Estimated Purchase Price
    
    
    2411.4 Obligations of Purchaser and Company after Completion
    
    
    2412.
    
    Conditions precedent to Completion
    
    
    2512.1 Conditions precedent
    
    
    2512.2 Conditions precedent exist for the benefit of the parties
    
    
    2512.3 Parties must cooperate
    
    
    2512.4 Specific obligations of cooperation
    
    
    2513.
    
    Adjustments to the Estimated Purchase Price
    
    
    2613.1 Completion Accounts
    
    
    2613.2 Review by Auditor
    
    
    2613.3 Access to information
    
    
    2613.4 Parties response to review
    
    
    2713.5 Dispute resolution procedure
    
    
    2713.6 Dispute limit
    
    
    2813.7 Payment of Adjustment Amount
    
    
    2813.8 Payment Date
    
    
    2914.
    
    Change of Name
    
    
    2914.1 Change of Name
    
    
    2915.
    
    Ongoing access to corporate records
    
    
    3016.
    
    Confidentiality
    
    
    3116.1 Purchaser to keep information confidential
    
    
    3116.2 No disclosure of purchase price or terms
    
    
    3116.3 Permitted disclosures
    
    
    3117.
    
    Enurement
    
    
    3218.
    
    Disputes
    
    
    3219.
    
    Termination
    
    
    3320.
    
    Costs and stamp duty
    
    
    3321.
    
    Merger
    
    
    3422.
    
    Assignment
    
    
    3423.
    
    Further assurances
    
    
    3424.
    
    Entire agreement
    
    
    3425.
    
    Waiver
    
    
    3426.
    
    Notices
    
    
    3427.
    
    Governing law and jurisdiction
    
    
    35
 Page (ii)




---



##### 



Purchase and Sale Agreement
 28.
    
    Counterparts
    
    
    3629.
    
    Information Technology
    
    
    36Schedule 1
    
    
    37Warranties
    
    
    37Schedule 2
    
    
    40List of approved auditors
    
    
    40Schedule 3
    
    
    41State Lease and disclosures in relation to them
    
    
    41Schedule 4
    
    
    43Part A: Commercial Leases
    
    
    43Schedule 6
    
    
    52Accounting Principles for preparation of the Completion Accounts
    
    
    52




---



##### 



Purchase and Sale Agreement
 Date
    
    January 4, 2006PartiesShell Overseas Holdings Limited(registration number
596107) incorporated in England of the Shell Centre,
London, SE17NA, England (the Vendor)InterOil Products Limitedincorporated in Papua New
Guinea of Section 34, Lot 23, Speybank Street, Lae, Papua
New Guinea (the Purchaser).RecitalsThe Vendor is the registered holder of 4,999,999 of
the Shares (as defined below) and The Asiatic Petroleum
Company Limited (registration number 403645) of the Shell
Centre, London SE1 7NA, England, a corporation duly
established and existing under the laws of England ,
(TAPCL) is the registered holder of 1 of the Shares.The Vendor is the beneficial owner of all of the Shares,
which are the only issued shares in the capital of the
Company.The Purchaser wishes to acquire and the Shell Group,
which includes the Vendor and TAPCL, wishes to dispose of
the Company.Accordingly, the Vendor and TAPCL have agreed to sell the
Shares to the Purchaser or to an affiliate of the
Purchaser nominated by it and approved by the Vendor, and
the Purchaser has agreed to buy the Shares from the
Vendor, on the terms of this Agreement.
 It is agreed
 1.
    
    Definitions and interpretation
 1.1
    
    Definitions
  A$
 Accounting Principles
 Accounts
 Page 1




---



##### 



Purchase and Sale Agreement
 Adjustment Date
 Affiliate
 (a)
    
    in relation to the Vendor, Royal Dutch Shell plc and any body corporate or
other entity which is for the time being directly or indirectly controlled by Royal
Dutch Shell plc; and(b)
    
    in relation to the Purchaser, any body corporate which is for the time being
directly or indirectly controlled by the Purchaser.
  (i)
    
    a company is directly controlled by another company
beneficially owning shares (or other ownership interests) carrying more than
50% of the votes at a general meeting of shareholders, members or partners
(or their equivalent) of the first mentioned company; and(ii)
    
    a particular company is indirectly controlled by a company
if a series of companies can be specified, beginning with that company and
ending with the particular company, so related that each company in the
series is directly controlled by one or more of the companies earlier in the
series.
 Assets
 Auditor
 Authorisation
 Authority
 Business Day
 Central Bank Act Central Banking Act 2000
 Claim Cut Off Date
 Commercial Leases
 Commercial Lessors
 Companies Act Companies Act 1997
 Company
 Page 2




---



##### 



Purchase and Sale Agreement
 Completion
 Completion Accounts
 Contamination Contaminated Contaminant
 Deposit
 Deposit Holder
 Disclosure Material
 Economic Return
 Environmental Claim Cut-Off Date
 Environmental Law
 (a)
    
    emissions of substances into the atmosphere, waters and land;(b)
    
    pollution and contamination of the atmosphere, waters and land;(c)
    
    production, use, handling, treatment, storage, transportation, discharge,
release, emission or disposal of:
 (i)
    
    solid, gaseous or liquid waste;(ii)
    
    hazardous substances; and(iii)
    
    dangerous goods;
 (d)
    
    conservation, heritage and natural resources;(e)
    
    threatened, endangered and other flora and fauna species; and(f)
    
    the health and safety of people, including exposure to hazardous, toxic or
other substances alleged to be harmful.
 Environmental Liabilities
 Page 3




---



##### 



Purchase and Sale Agreement
 Environmental Notice
 Environmental Warranties Environmental Warranty
 Estimated Purchase Price
 Excluded Assets
 (a)
    
    Intellectual Property of the Shell Group (or any member of it);(b)
    
    all physical signage of the Company in relation to which any Intellectual
Property of the Shell Group (including the Company) forms a physical part of such
signage; and(c)
    
    all assets and rights of the Company in or in respect of the Joint User
Hydrant Installation under the JUHI Contract.
 Expert
 ICCC
 Income Tax Act Income Tax Act 1959 (PNG)
 Intellectual Property
 (a)
    
    patents, trade marks and service marks, copyright, registered designs, trade
secrets and confidential information; and(b)
    
    licences or other rights to use or to grant the use of any of the foregoing
or to be the registered proprietor or user of any of the foregoing.
 Interest Rate
 InterOil Group
 JUHI Contract
 Page 4




---



##### 



Purchase and Sale Agreement
  Kina K
 Last Financial Year
 Liabilities Liability
 Minor
 Net Current Assets
 Premises
 Purchase Price
 Purchaser
 Remediation
 Remediation Works
 Security Interest
 (a)
    
    reserved in or over any interest in any asset including any retention of
title; or(b)
    
    created or otherwise arising in or over any interest in any asset under a
bill of sale, mortgage, indenture, security agreement, charge, lien, pledge, judgment,
trust or power,
  Shares
 Shell Group
 Page 5




---



##### 



Purchase and Sale Agreement
 SPNG Deed of Acknowledgment & Release
 State
 State Leases
 TAPCL
 Tax
 Transaction Documents
  Transfer Date
 UNCITRAL Rules
 US$
 Vendor
 Warranties
 Year End Accounts
 1.2
    
    Interpretation
  (a)
    
    The singular includes the plural and conversely.(b)
    
    A gender includes all genders.
 Page 6




---



##### 



Purchase and Sale Agreement
 (c)
    
    If a word or phrase is defined, its other grammatical forms have a
corresponding meaning.(d)
    
    A reference to a person, corporation, trust, partnership, limited liability
company, unincorporated body or other entity includes any of them.(e)
    
    A reference to a Clause or Schedule is a reference to a clause of or a
schedule to this Agreement.(f)
    
    A reference to an agreement or document (including a reference to this
Agreement) is to the agreement or document as amended, varied, supplemented, novated
or replaced except to the extent prohibited by this Agreement or that other agreement
or document.(g)
    
    A reference to a party to this Agreement or another agreement or document
includes the partys successors and permitted substitutes or assigns (and, where
applicable, the partys legal personal representatives).(h)
    
    A reference to legislation or to a provision of legislation includes a
modification or re-enactment of it, a legislative provision substituted for it and a
regulation or statutory instrument issued under it.(i)
    
    A reference to writingincludes a facsimile transmission and any means of
reproducing words in a tangible and permanently visible form.(j)
    
    The meaning of general words is not limited by specific examples introduced
by including, or for example, or similar expressions.
 1.3
    
    Method of payment
  (a)
    
    drafts or cheques to be drawn by a bank as defined in the Banking Act 1959
(Cth); or(b)
    
    by way of direct transfer of immediately available funds to the bank account
nominated in writing by the party to whom the payment is due,
 deemed payment date
 1.4
    
    Interest on amounts payable
  Page 7




---



##### 



Purchase and Sale Agreement
  1.5
    
    Consents or approvals
  2.
    
    Sale and purchase of Shares
 2.1
    
    Sale and purchase
  2.2
    
    Title and property
  (a)
    
    until Completion, remains solely with the Vendor; and(b)
    
    subject to the provisions of this Agreement, passes to the Purchaser with
effect from Completion.
 3.
    
    Purchase Price3.1
    
    Payment of Purchase Price
  (a)
    
    a deposit of US$2.5 million on the date of this Agreement in accordance with
Clause 3.2;(b)
    
    a payment of US$2.0 million to the Vendor, on account of part of the balance
of the Estimated Purchase Price, on the second Business Day following the day on which
the condition precedent set out in Clause 12.1(a) is satisfied;(c)
    
    the balance of the Estimated Purchase Price on the Transfer Date in
accordance with Clause 11.3; and(d)
    
    the amount (if any) payable under Clause 13.7, at the time determined under
and in accordance with Clause 13.8.
 3.2
    
    Deposit
  Page 8




---



##### 



Purchase and Sale Agreement
 (a)
    
    the Vendor shall cause the Deposit Holder to deposit the Deposit in an
interest bearing deposit account with a bank (within the meaning of the Banking Act
1959(Cth));(b)
    
    if Completion occurs, the Vendor is entitled absolutely to the Deposit and
the Deposit must be paid to the Vendor;(c)
    
    if Completion does not occur on the Transfer Date, the Deposit must be paid:
 (i)
    
    to the Purchaser if Completion does not occur (A) because
of a default of the Vendor under this Agreement and the Purchaser lawfully
terminates this Agreement, (B) because the Vendor under Clause 12.1(a)
unreasonably fails or refuses to approve a condition affecting the Vendor and
either the Vendor or the Purchaser lawfully terminates this Agreement, (C)
because of a failure or inability of the Vendor to obtain an Authorisation
required under Clause 12.1(b) and either the Vendor or the Purchaser lawfully
terminates this Agreement, (D) this Agreement is terminated by the Vendor
under Clause 5.2(b), or (E) this Agreement is terminated by the Vendor or the
Purchaser pursuant to Clause 19(a)(ii) (unless Completion has not occurred as
the result of a breach of any of the Purchasers obligations under this
Agreement); or(ii)
    
    to the Vendor if Completion does not occur for any other
reason and either the Vendor or the Purchaser lawfully terminates this
Agreement;
 (d)
    
    interest earned on the Deposit less bank charges and other moneys paid or
payable in respect of the placement of the Deposit in accordance with paragraph (a)
will not form part of the Deposit but will be the entitlement of (i) the Purchaser if
in accordance with paragraph (c)(i) the Deposit is payable to the Purchaser (and will
be paid by the Deposit Holder to the Purchaser upon payment of the Deposit in
accordance with paragraph (c)(i)), or (ii) the Vendor if in accordance with paragraph
(b) or (c)(ii) the Deposit is payable to the Vendor (and will be paid by the Deposit
Holder to the Vendor upon payment of the Deposit in accordance with paragraph (b) or
paragraph (c)(ii) (as applicable)).
 4.
    
    Warranties4.1
    
    Warranties
  Page 9




---



##### 



Purchase and Sale Agreement
 4.2
    
    When Warranties given
  5.
    
    Liabilities, indemnities and notification of warranty breach5.1
    
    Liabilities prior to Transfer Date
 (a)
    
    Subject to Clauses 5.2, 6, 8 and this Clause 5.1, the Vendor agrees to
indemnify the Company against any losses, damages or costs arising out of a Liability
but only to the extent that:
 (i)
    
    the Liability, or the act or omission of the Company that
gives or will give rise to the Liability, has not been disclosed in the
Accounts, in this Agreement or in the Disclosure Material by or on behalf of
the Vendor or the Company to the Purchaser prior to the date of this
Agreement (and for this purpose the matters referred to in Schedule 5 will be
taken to be Liabilities or applicable acts or omissions which have been so
disclosed by or on behalf of the Vendor and the Company); and(ii)
    
    adequate provisions, reserves or accruals for or in respect
of the Liability are not provided for or made in the Accounts and, as
applicable, the Completion Accounts.
 (b)
    
    Despite any other provision of this Agreement, the Purchaser is not entitled
to make a claim under or in respect of the indemnity in Clause 5.1(a), and the Vendor
will not be liable to make any payment to the Purchaser under or in respect of the
indemnity in Clause 5.1(a), to the extent that such claim or payment is for or in
respect of any consequential or indirect loss or damage (including loss of profits,
loss of opportunity or costs of business interruption) suffered or incurred by the
Purchaser or any other member of the InterOil Group (including the Company).(c)
    
    If consequential or indirect loss or damage suffered by a person other than
the Purchaser or any other member of the InterOil Group (including the Company)
constitutes or forms part of loss or damage in respect of which, despite paragraph (b)
of this Clause 5.1, the Purchaser is entitled to make a claim under or in respect of
the indemnity in Clause 5.1(a), then nothing in paragraph (b) of this
Clause 5.1 will be read or construed as limiting or qualifying the entitlement of
the Purchaser to make such claim in respect of such third party or parties loss
or damage.
 5.2
    
    Notification of warranty breach or indemnity claim
 (a)
    
    If the Purchaser becomes aware of any breach or potential breach of any
representation, warranty or obligation, or any claim or potential
 Page 10




---



##### 



Purchase and Sale Agreement
  (i)
    
    give notice to the Vendor, within 60 days after becoming so
aware of a breach or claim, with details of the breach or the claim;(ii)
    
    give notice to the Vendor, within 60 days after becoming
so aware of a potential breach or potential claim that the Purchaser
reasonably determines, to be material, with details of the potential breach
or the potential claim; and(iii)
    
    allow the Vendor up to 60 days (or such longer period as
the Vendor and the Purchaser agree) to:
 (A)
    
    remedy the breach or potential breach or
the cause of the claim or potential claim; or(B)
    
    agree with the Purchaser the process by
which the Vendor will remedy the breach or potential breach or the
cause of the claim or potential claim,
   (b)
    
    If, in respect of any notice pursuant to paragraph (a) given by the Purchaser
prior to the Transfer Date:
 (i)
    
    the Vendor does not remedy the breach or potential breach
or the cause of the claim or potential claim within the time permitted under
paragraph (a); or(ii)
    
    the Purchaser does not, in its reasonable opinion, accept
the result as a remedy; or(iii)
    
    the Vendor and the Purchaser, within the time permitted
under paragraph (a), do not agree on the process for remedying the breach or
potential breach or the cause of the claim or potential claim,
  (c)
    
    If the Vendor gives notice of termination to the Purchaser pursuant to
paragraph (b), within 30 days after receipt of that notice the Purchaser may by notice
to the Vendor elect to refuse to accept the Vendors notice of termination and request
the Vendor to pay to the Purchaser an amount up to 25% of the Estimated Purchase
Price.
 Page 11




---



##### 



Purchase and Sale Agreement
 (d)
    
    If the Purchaser gives notice to the Vendor pursuant to paragraph (c):
 (i)
    
    on or within 10 days after the Transfer Date the Vendor
must pay to the Purchaser the amount set out in that notice from the
Purchaser (such amount to be paid in US$, determined at the K/US$ exchange
rate for selling US$ to buy Kina as published by ANZ Banking Group (PNG)
Limited in Port Moresby, Papua New Guinea on the Business Day immediately
preceding the day of payment);(ii)
    
    upon payment of that amount to the Purchaser:
 (A)
    
    the Vendor will cease to have any further
liability under this Agreement or otherwise to the Purchaser or any
other member of the InterOil Group in respect of the subject matter
of the notice given by the Purchaser pursuant to paragraph (a); and(B)
    
    in consideration of that payment, the
Purchaser (for itself and on behalf of each other member of the
InterOil Group) releases and forever discharges the Vendor from all
actions, claims, demands, causes of action or proceedings of
whatever nature and however, whenever and wherever arising in
respect of that matter; and
 (iii)
    
    subject to paragraph (d)(ii), this Agreement continues in
effect in accordance with its terms.
 (e)
    
    If the Purchaser does not give notice to the Vendor pursuant to paragraph
(c), the notice of termination given by the Vendor pursuant to paragraph (b) will be
effective, and this Agreement is terminated, on the day which is 31 days after the
date of receipt by the Purchaser of that notice of termination.
 6.
    
    Limitation of Vendors liability
  (a)
    
    the Vendor is not liable to make any payment (whether by way of damages or
otherwise) for any breach of any representation, warranty or obligation, or in respect
of any indemnity, unless a claim is made in writing by the Purchaser with respect to
it (setting forth in reasonable
detail the nature of the claim and the damages or indemnification sought to the
extent the amount can reasonably be determined) on or before the third anniversary
of the Transfer Date (the Claim Cut-Off Date);(b)
    
    the Vendor is not liable to make any payment (whether by way of damages or
otherwise) for any breach of any representation, warranty or obligation (including the
Warranties and the Environmental
 Page 12




---



##### 



Purchase and Sale Agreement
  (c)
    
    the Purchaser is not entitled to make a claim for any breach of any
representation, warranty or obligation, or in respect of any indemnity, until the
total of all such claims exceeds K500,000 (or its equivalent at the time of the claim
expressed in A$ or US$) and no claim of less than K10,000 (or its equivalent at the
time of the claim expressed in A$ or US$) may be included in or aggregated with any
other amount claimed by the Purchaser;(d)
    
    the Purchaser is not entitled to make a claim for any breach of any
representation, warranty or undertaking, or in respect of any indemnity, and the
Vendors liability in respect of any claim by the Purchaser for any breach of any
representation, warranty or obligation, or in respect of any indemnity, will be
reduced or extinguished (as the case may be), to the extent that the claim has arisen
as a result of any act or omission after the Transfer Date by or on behalf of the
Purchaser or by or on behalf of the Company;(e)
    
    if after the Vendor has made any payment to the Purchaser for any claim for
any breach of any representation, warranty or obligation, or in respect of any
indemnity, the Purchaser or the Company receives any benefit or credit by reason of
matters to which the claim relates and if that benefit or credit is received by the
Purchaser or the Company on or before the third anniversary of the Claim Cut-Off Date,
then the Purchaser must immediately repay to the Vendor a sum corresponding to the
amount of the payment or (if less) the amount of the benefit or credit;(f)
    
    the Purchaser is not entitled to make a claim for any breach of any
representation, warranty or obligation, or in respect of any indemnity, and the Vendor
will not be liable to make any payment (whether by way of damages or otherwise) to the
Purchaser for any claim for any breach of any representation, warranty or obligation,
or in respect of any indemnity:
 (i)
    
    where the claim is as a result of any legislation not in
force at the date of this Agreement, including legislation which takes effect
retrospectively; or(ii)
    
    where the claim is as a result of or in respect of a change
in the judicial interpretation of the law in any jurisdiction after the date
of this Agreement;
 (g)
    
    the Purchaser is not entitled to make a claim for any breach of any
representation, warranty or undertaking, or in respect of any indemnity, and the
Vendor will not be liable to make any payment (whether by way of damages or otherwise)
to the Purchaser for any claim for any breach of any representation, warranty or
obligation, or in respect of any indemnity, to the extent that adequate reserves,
provisions or accruals were made or provided for by the Company in respect of that
matter in the Completion Accounts;
 Page 13




---



##### 



Purchase and Sale Agreement
 (h)
    
    the Purchaser is not entitled to make a claim for any breach of any
representation, warranty or undertaking, or in respect of any indemnity, and the
Vendor will not be liable to make any payment (whether by way of damages or otherwise)
to the Purchaser, for any claim for any breach of any representation, warranty or
obligation, or in respect of any indemnity, to the extent that the Purchaser or the
Company recovers from a person other than the Vendor in respect of any loss or damage
arising out of the claim whether by way of contract, indemnity or otherwise, provided
that where the Purchaser or the Company has the right to claim an indemnity against or
otherwise recover from a third person but fails or declines to recover its losses or
damages from such third person, the Vendor may subrogate itself to that right by
claiming the indemnity against or recovering from the third person in the name of the
Purchaser or the Company (as applicable) and the Purchaser and the Company (as
applicable) must fully co-operate with the Vendor (including providing access to
documentation and officers and employees) to facilitate the Vendor exercising that
right, and the Vendor must reimburse the Company for all expenses reasonably incurred
by it (including legal and other professional fees) in so doing.
 7.
    
    Environmental Warranties7.1
    
    Environmental Warranties
  (a)
    
    at the Transfer Date there are no Environmental Liabilities of the Company as
a result of:
 (i)
    
    the service of an Environmental Notice by any Authority on
the Company; or(ii)
    
    a claim against the Company by, or obligation of the
Company to, a person other than the Purchaser or another member of the
InterOil Group,
  (b)
    
    there will be no Environmental Liabilities of the Company after the Transfer
Date and prior to the Environmental Claim Cut Off Date as a result of either:
 (i)
    
    the service of an Environmental Notice by any Authority on
the Company; or(ii)
    
    a claim against the Company by, or an obligation of the
Company to, a person other than the Purchaser or another member of the
InterOil Group,
 Page 14




---



##### 



Purchase and Sale Agreement
  7.2
    
    When Environmental Warranties given
  (a)
    
    as at the time immediately before Completion; and(b)
    
    on each anniversary of the Transfer Date up to the Environmental Claim
Cut-Off Date;
  7.3
    
    Conditions of payment and claims
  (a)
    
    the Vendor is not liable to make any payment (whether by way of damages or
otherwise) for any breach of any Environmental Warranty unless a claim is made in
writing by the Purchaser with respect to it (setting forth in reasonable detail the
nature of the claim and the damages sought to the extent the amount can reasonably be
determined) on or before the third anniversary of the Transfer Date (the Environmental
Claim Cut-Off Date);(b)
    
    the Vendor is not liable to make any payment (whether by way of damages or
otherwise) for any breach of any Environmental Warranty which, when aggregated with
all other payments so made and all payments made (whether by way of damages or
otherwise) for any breach of any other representation, warranty or undertaking
(including the Warranties), or in respect of any indemnity, under this Agreement,
exceeds 100% of the Purchase Price;(c)
    
    the Purchaser is not entitled to make a claim for any breach of any
Environmental Warranty until the total of all such claims exceeds K500,000 (or its
equivalent at the time of the claim expressed in A$ or US$) and no claim of less than
K10,000 (or its equivalent at the time of the claim expressed in A$ or US$) may be
included in or aggregated with any other amount claimed by the Purchaser;(d)
    
    the Purchaser is not entitled to make a claim for any breach of any
Environmental Warranty, and the Vendors liability in respect of any claim by the
Purchaser for any breach of any Environmental Warranty, will be reduced or
extinguished (as the case may be), to the extent that the claim has arisen as a result
of any act or omission after the Transfer Date by or on behalf of the Purchaser or by
or on behalf of the Company;
 Page 15




---



##### 



Purchase and Sale Agreement
 (e)
    
    if after the Vendor has made any payment to the Purchaser for any claim for
any breach of any Environmental Warranty the Purchaser or the Company receives any
benefit or credit by reason of matters to which the claim relates and if that benefit
or credit is received by the Purchaser or the Company on or before the third
anniversary of the Environmental Claim Cut-Off Date, then the Purchaser must
immediately repay to the Vendor a sum corresponding to the amount of the payment or
(if less) the amount of the benefit or credit;(f)
    
    the Purchaser is not entitled to make a claim for any breach of any
Environmental Warranty, and the Vendor will not be liable to make any payment (whether
by way of damages or otherwise) to the Purchaser for any claim for any breach of any
Environmental Warranty:
 (i)
    
    where the claim is as a result of any legislation not in
force at the date of this Agreement, including legislation which takes effect
retrospectively; or(ii)
    
    where the claim is as a result of or in respect of a change
in the judicial interpretation of the law in any jurisdiction after the date
of this Agreement;
 (g)
    
    the Purchaser is not entitled to make a claim for any breach of any
Environmental Warranty, and the Vendor will not be liable to make any payment (whether
by way of damages or otherwise) to the Purchaser for any claim for any breach of any
Environmental Warranty, to the extent that adequate reserves, provisions or accruals
were made or provided for by the Company in respect of that matter in the Completion
Accounts;(h)
    
    the Purchaser is not entitled to make a claim for any breach of any
Environmental Warranty, and the Vendor will not be liable to make
any payment (whether
by way of damages or otherwise) to the Purchaser for any claim for any breach of any
Environmental Warranty, to the extent that the Purchaser or the Company recovers from
a person other than the Vendor in respect of any loss or damage arising out of the
claim whether by way of contract, indemnity or otherwise, provided that where the
Purchaser or the Company has the right to claim an indemnity against or otherwise
recover from a third person but fails or declines to recover its losses or damages
from such third person, the Vendor may subrogate itself to that right by claiming the
indemnity against or recovering from the third person in the name of the Purchaser or
the Company (as applicable) and the Purchaser and the Company (as applicable) must
fully co-operate with the
Vendor (including providing access to documentation and officers and employees) to
facilitate the Vendor exercising that right, and the Vendor must reimburse the
Company for all expenses reasonably incurred by it (including legal and other
professional fees) in so doing; and(i)
    
    the Purchaser is not entitled to make a claim for any breach of any
Environmental Warranty, and the Vendor will not be liable to make
 Page 16




---



##### 



Purchase and Sale Agreement
  7.4
    
    Purchasers release of Vendor
  7.5
    
    Notification of Authorities
 (a)
    
    The Vendor and the Purchaser must not, and the Purchaser shall procure that
the Company does not, voluntarily notify or initiate communications with any Authority
or third party potential claimant in respect of any Contamination in, on or under or
migrating from any of the Premises, but if the Vendor, the Purchaser or the Company is
subject to any enforceable obligation to so notify, or has to respond to a
communication initiated by any Authority or third party potential claimant, the Vendor
or the Purchaser, as applicable, (the Notifying Party) must as soon as reasonably
practicable:
 (i)
    
    notify the other of that proposal or obligation;(ii)
    
    consult with the other concerning the terms of any such
notification or communication (including giving due and proper consideration
to all submissions made by or on behalf of the other in respect of the
subject matter of the notification or communication and, as far as reasonably
practicable, taking all steps to avoid any liability of any party arising
under this Agreement); and(iii)
    
    cooperate with the other in good faith so that the other
is able to participate as fully as reasonably practicable with the Notifying
Party in all notifications to or communications with any Authority or third
party potential claimant in that regard and continue to consult with the
other concerning all actions taken by the Notifying Party in respect of the
subject matter of the notification or communication.
 (b)
    
    Without limiting Clause 7.5(a), the Vendor and the Purchaser each must keep
the other informed of any material communications with any Authority or third party
potential claimant concerning Contamination or suspected Contamination in, on, under
or migrating from any of the Premises.(c)
    
    Nothing contained in this Clause 7.5 shall prevent the Vendor or the
Purchaser from complying with any obligations or requirements
 Page 17




---



##### 



Purchase and Sale Agreement
  7.6
    
    Indemnity for breach of Environmental Warranties
 (a)
    
    Subject to Clauses 5, 6, 7.3 to 7.5 (each inclusive) 7.7, 8 and this Clause
7.6, and except as expressly consented to in writing by the Purchaser, the Vendor
agrees to indemnify the Purchaser against all claims, losses, costs or expenses
(including costs or expenses associated with any litigation in relation to
Environmental Liabilities against the Company) suffered or incurred by the Purchaser
or the Company as a result of any Environmental Warranty not being correct in all
material respects when given.(b)
    
    Despite any other provision of this Agreement (including paragraph (a) of
this Clause 7.6), the Purchaser is not entitled to make a claim for breach of any
representation, warranty or obligation, or in respect of any indemnity, and the Vendor
will not be liable to make any payment (whether by way of damages or otherwise) to the
Purchaser for any claim for any breach of any representation, warranty or obligation,
or in respect of any indemnity, to the extent that such claim or payment is for or in
respect of any consequential or indirect loss or damage (including loss of profits,
loss of opportunity or costs of business interruption) suffered or incurred by the
Purchaser or any other member of the InterOil Group (including the Company).(c)
    
    If consequential or indirect loss or damage suffered by a person other than
the Purchaser or any other member of the InterOil Group (including the Company)
constitutes or forms part of loss or damage in respect of which, despite paragraph (b)
of this Clause 7.6, the Purchaser is entitled to make a claim for breach of any
representation, warranty or obligation, or in respect of any indemnity, then nothing
in paragraph (b) of this Clause 7.6 will be read or construed as limiting or
qualifying the entitlement of the Purchaser to make such claim in respect of such
third party or parties loss or damage.
 7.7
    
    Environmental Warranties to cease on disposal of Premises
 (a)
    
    The Environmental Warranties and the indemnity in Clause 7.6 will cease to
apply, and the Purchaser will cease to be entitled to make any claim for or in respect
of any breach of any Environmental Warranty (including any claim under Clause 7.6), in
respect of Premises upon
the sale, transfer or other disposal by the Company of its proprietary interest in
the applicable Premises.(b)
    
    Paragraph (a) of Clause 7.7 does not apply to the extent:
 (i)
    
    that a claim has been made by the Purchaser in respect of
particular Premises pursuant to Clause 7.1 or Clause 7.6 prior to the time
at which the Company sells, transfers or otherwise disposes of its
proprietary interest in those Premises; or
 Page 18




---



##### 



Purchase and Sale Agreement
 (ii)
    
    the Company has sold, transferred or otherwise disposed of
its proprietary interest in particular Premises in order to comply with a
condition imposed by the ICCC as part of its authorisation to the Purchaser
in respect of the acquisition of the Shares by the Purchaser and either:
 (A)
    
    the ICCC has directed or otherwise
compelled the sale, transfer or other disposal of the Companys
proprietary interest in those particular Premises; or(B)
    
    if the ICCC has not directed or otherwise
compelled the sale, transfer or other disposal of the Companys
proprietary interest in those particular Premises, for the most
recent period of 12 months continuous operation preceding the time
at which the Company first commenced to sell, transfer or otherwise
dispose of its proprietary interest in those particular Premises,
the Economic Return derived by the Company from the business
conducted by the Company at those Premises was the lowest Economic
Return derived by the Company from the conduct of business conducted
by the Company at all of the Premises during that period (or, if the
proposed sale, transfer or other disposal is in respect of more than
one Premises, the Economic Return derived by the Company from each
of the businesses conducted by the Company at each of those Premises
that the Company is disposing of or intends to dispose of during the
most recent period of 12 months continuous operation was lower than
the Economic Return derived by the Company from the conduct of
business at each of its other Premises during that period).
 7.8
    
    Vendors right to undertake remediation works
 (a)
    
    The Purchaser acknowledges that the Vendor or other members of the Shell
Group have undertaken environmental assessments of the sites described in Schedule 8
and that it is the intention of the Vendor to procure that further environmental
assessment of certain of those sites is undertaken in accordance with the procedures
set out in Schedule 8 prior to the Transfer Date.(b)
    
    The Purchaser agrees to procure the Company to permit any member or members
of the Shell Group (and their respective officers, employees, agents and contractors)
to have all reasonable access required by them up to the Environmental Claim Cut-Off
Date to all or any of the sites described in Schedule 8 for the purpose of undertaking
Remediation Works at such sites. The Purchaser acknowledges that the undertaking of
Remediation Works may involve the destruction, dismantling and removal of fixtures,
equipment and other assets on the sites and agrees to procure the Company to permit
all such works to be undertaken as reasonably
 Page 19




---



##### 



Purchase and Sale Agreement
  (c)
    
    The Vendor agrees to indemnify the Purchaser against all claims, losses,
liabilities, costs and expenses suffered or incurred by the Purchaser or the Company
as a result of the undertaking of all such Remediation Works by members of the Shell
Group but this indemnity does not extend to include, and the Purchaser is not entitled
to make any claim in respect of, any consequential or indirect loss or damage suffered
or incurred by the Purchaser or any other member of the InterOil Group (including the
Company) as a result of or in connection with such Remediation Works being undertaken.
 8.
    
    Statutory actions and third party claims8.1
    
    Procedure when a third party claim is made
  (a)
    
    the Purchaser, within 30 days after the making of that claim or demand
against it or the Company, must give notice of the claim or demand to the Vendor;(b)
    
    the Vendor may within 60 days after receipt of that notice either:
 (i)
    
    pay to the Purchaser or the Company sufficient funds to
satisfy or pay the claim or demand; or(ii)
    
    by notice to the Purchaser direct the Purchaser or the
Company not to satisfy or pay the claim or demand in whole or in part but at
the expense and direction of the Vendor to take such action (including legal
proceedings) as the Vendor reasonably may direct to avoid, dispute, defend,
appeal or compromise the claim or demand and any adjudication of it and the
Vendor must also pay to the Purchaser or the Company sufficient funds in
sufficient time to pay all reasonable costs and expenses of the action
directed by the Vendor; or(iii)
    
    by notice to the Purchaser direct the Purchaser or the
Company not to satisfy or pay the claim or demand in whole or in part and the
Vendor, at its expense, and in its own name or in the name of (as applicable)
all or any of the Purchaser or the Company, may take such action (including
legal proceedings) as the Vendor reasonably considers necessary or desirable
to avoid, dispute, defend, appeal or compromise the claim or demand and any
adjudication of it; and
 Page 20




---



##### 



Purchase and Sale Agreement
 (c)
    
    if the Vendor gives notice to the Purchaser under Clause 8.1(b)(ii) or (iii),
the Purchaser must comply and must procure the Company to comply with the directions
of the Vendor so given and the Purchaser must procure that the Vendor is given all
such access to the books, records, registers, returns and other documents and papers,
and to the officers and employees, of the Purchaser or the Company (as applicable) as
the Vendor reasonably requires in order properly to exercise its rights under Clause
8.1(b)(ii) or (iii) (as applicable).(d)
    
    Notwithstanding the foregoing provisions of this Clause 8.1, the failure to
notify the Vendor of any claim or demand as required by this Clause 8.1 shall not of
itself relieve the Vendor from any liability that it may have to the Purchaser
pursuant to this Agreement except tot the extent of any actual prejudice to the Vendor
resulting from the Purchasers failure.
 8.2
    
    Other warranties and conditions excluded
  9.
    
    Obligations of the Vendor prior to the Transfer Date
  (a)
    
    the business of the Company is conducted only in the ordinary course,
consistent with past practice, which includes the maintenance of all existing
insurance policies;(b)
    
    the Assets are maintained and kept in good working order (having regard to
their condition at the date of this Agreement), fair wear and tear excluded;(c)
    
    the Company will not merge or consolidate with any other corporation or
acquire any of the shares or the business or assets of
any other person, firm, association, corporation or business organisation, or
agree to do any of the foregoing;(d)
    
    no change is made to the constituent documents of the Company;(e)
    
    the Company will not allot or issue any shares or any securities or loan
capital convertible into shares, or purchase, redeem, retire or acquire any such
shares or securities, or agree to do so, or sell or give any option, right to
purchase, mortgage, charge, pledge, lien or other form of security or encumbrance over
any such shares or securities;
 Page 21




---



##### 



Purchase and Sale Agreement
 (f)
    
    the Company will not enter into a material capital commitment or, other than
in the ordinary course of business, dispose of or deal with any property, plant or
equipment of the Company;(g)
    
    the Company will not dispose of or deal with any property, plant or equipment
of the Company in the ordinary course of business except to the extent that all such
disposals or other dealings have an aggregate market value of less than K250,000;(h)
    
    the Company will not enter into or terminate any contract or commitment or
engage in any activity or transaction not in the ordinary course of business;(i)
    
    the business of the Company is conducted so as to comply in all material
respects with all applicable laws and regulations;(j)
    
    the business of the Company continues to be conducted in accordance with
applicable health, safety and environment standards of the Shell Group;(k)
    
    any necessary consents from any of the Commercial Lessors to the sale of the
Shares is obtained; and(l)
    
    any dividend declared by the Company is paid by the Company on or prior to
the Transfer Date.
  10.
    
    Rights of the Vendor prior to Transfer Date10.1
    
    Minor acquisitions and dispositions of Assets
  (a)
    
    make any Minor disposition of any property, plant or equipment in the
ordinary course of business and for full market value (provided that the Vendor
complies with limits specified in paragraph (g) of Clause 9 and the consideration
received by the Company for such assets is either retained by the Company until
Completion or applied by the Company pursuant to paragraph (b) or Clause 10.2(a) ; or(b)
    
    make any Minor acquisition of any property, plant or equipment in the
ordinary course of business at market value.
 10.2
    
    Material acquisitions and expenditures
 (a)
    
    Despite Clause 9 and subject to paragraph (b) below, in the period prior to
the Transfer Date, the Company may undertake material acquisitions of assets or
expenditure provided that such assets or the product of such expenditure forms part of
the Assets at the Transfer Date.
 Page 22




---



##### 



Purchase and Sale Agreement
 (b)
    
    Prior to any material acquisition or material expenditure being undertaken by
the Company in the period prior to the Transfer Date, the Vendor and Purchaser must
negotiate in good faith with a view to agreeing whether that material acquisition or
expenditure should be made and, if so, an appropriate adjustment to the financial
arrangements between them.
 11.
    
    Completion11.1
    
    Completion place
  11.2
    
    Obligations of Vendor on Completion
  (a)
    
    ensure that a duly convened board meeting of the Company is held at which a
quorum of directors is present and acting throughout at which:
 (i)
    
    such persons as the Purchaser may nominate by notice to the
Vendor are appointed as directors of the Company, subject to the receipt of
duly signed consents to act of such persons;(ii)
    
    such persons as the Purchaser may nominate by notice to the
Vendor are appointed as the secretaries and public officers of the Company,
subject to the receipt of duly signed consents to act of such persons;(iii)
    
    the signatories of any bank account maintained by the
Company are changed to those specified in writing by the Purchaser;(iv)
    
    such persons as the Purchaser or Vendor may nominate by
notice to the other party resign as directors, secretaries and public
officers of the Company; and(v)
    
    the transfer of the Shares to the Purchaser (subject to the
payment of stamp duty on the instruments of transfer which must be borne by
the Purchaser), the cancellation of the existing share certificates for the
Shares and the sealing and delivery by the Company to the Purchaser of new
share certificates for the Shares in the name of the Purchaser are each
approved;
 (b)
    
    deliver to (or at the direction of) the Purchaser the minute books, statutory
books and registers, books of account, financial records,
 Page 23




---



##### 



Purchase and Sale Agreement
  (c)
    
    deliver to the Purchaser duly executed instruments of transfer of the Shares
in favour of the Purchaser together with the share certificates relating to the
Shares.
 11.3
    
    Payment of Estimated Purchase Price
  (a)
    
    pay the Estimated Purchase Price (less the amount of the deposit already paid
by the Purchaser under Clause 3.2) to the Vendor; and(b)
    
    if the Company has not already done so, ensure that the Company delivers to
the Vendor a duly executed counterpart of the SPNG Deed of Acknowledgement & Release.11.4

    Obligations of Purchaser and Company after Completion(a)
    
    The Purchaser undertakes that for a period of not less than 12 months after
the Transfer Date, the terms and conditions of employment (including any right,
entitlement or legitimate expectation of any officer or employee with respect to the
implementation of a salary review and/or the payment of any bonus) of the officers and
employees of the Company at the Transfer Date that the Company, in its sole
discretion, elects to continue to employ, will be observed and applied by the Company
to such of those persons who were officers or employees of the Company at the Transfer
Date and remain officers or employees of the Company after the Transfer Date.(b)
    
    The Vendor agrees that, if requested to do so by the Purchaser or the
Company, the Vendor will procure the applicable employer member of the Shell Group to
second to the Company for a period of 6 months after the Transfer Date each of the
persons who at the date of this Agreement holds or occupies the position with the
Company of General Manager, Finance Manager and Operations Manager (together, the
seconded employees). Paragraph (a) of this Clause 11.4 will apply to and in respect
of the seconded employees as if the seconded employees each were an officer or
employee of the
Company. The Vendor agrees that if a seconded employee resigns or retires from
service with the Shell Group during that period of 6 months after the Transfer
Date, the Vendor will use all reasonable endeavours to second an appropriately
experienced and qualified employee of the Shell Group to the Company for the
balance of that period of 6 months (and paragraph (a) of this Clause will apply
accordingly to any such replacement secondee as if that replacement secondee were
an officer or employee of the Company).
 Page 24




---



##### 



Purchase and Sale Agreement
 12.
    
    Conditions precedent to Completion12.1
    
    Conditions precedent
  (a)
    
    the ICCC has formally granted an authorisation to the Purchaser in respect of
the acquisition of the Shares by the Purchaser on conditions (if any) approved by the
Purchaser and, to the extent such conditions affect the Vendor, the Vendor; and(b)
    
    each party to a Transaction Document has obtained all Authorisations from:
 (i)
    
    the Central Bank of Papua New Guinea;(ii)
    
    the Commissioner General of Taxation; and(iii)
    
    the Papua New Guinea Investment Promotion Authority,
  12.2
    
    Conditions precedent exist for the benefit of the parties
 (a)
    
    The conditions precedent set out in Clause 12.1 are for the joint benefit of
both the Vendor and the Purchaser.(b)
    
    A condition precedent set out in Clause 12.1 may be waived (in whole or in
part) only in writing by the parties jointly by notice.
 12.3
    
    Parties must cooperate
  12.4
    
    Specific obligations of cooperation
  (a)
    
    the Vendor and the Purchaser must, and the Vendor must cause the Company to,
make all necessary and appropriate applications and supply all necessary and
appropriate information for the purpose of
enabling each of the conditions precedent set out in Clause 12.1 to be satisfied.(b)
    
    the Vendor and the Purchaser must not withdraw or procure the withdrawal of
any application made or information supplied under paragraph (a) of this Clause 12.4;
and(c)
    
    the Vendor and the Purchaser must, and the Vendor must cause the Company to,
supply to each other copies of all applications made and all information supplied for
the purpose of enabling each of the conditions precedent set out in Clause 12.1 to be
satisfied.
 Page 25




---



##### 



Purchase and Sale Agreement
 13.
    
    Adjustments to the Estimated Purchase Price13.1
    
    Completion Accounts
 Completion Accounts
 (a)
    
    in the format of the Year End Accounts; and(b)
    
    in accordance with the Accounting Principles.
  13.2
    
    Review by Auditor
 (a)
    
    The Vendor must deliver the Completion Accounts (together with all of the
Vendors working papers) to a member firm of one of the international firms of
auditors set out in Schedule 2 (the Auditor) within two Business Days of their
preparation under Clause 13.1.(b)
    
    The Vendor must procure that the Auditor performs a review (or other
procedure agreed between the Vendor and the Purchaser) of the Completion Accounts and
reports in writing (attaching a copy of the Completion Accounts) to the Vendor and the
Purchaser within 180 days after the date of receipt of the Completion Accounts under
paragraph (a) either that:
 (i)
    
    the Completion Accounts have been drawn up in accordance
with this Clause 13 and no adjustments to the Completion Accounts need to be
made; or(ii)
    
    the Completion Accounts need to be adjusted (in which case
the Auditor must also set out in writing the adjustments that need to be made
to the Completion Accounts) to comply with this Clause 13.
 (c)
    
    The costs and expenses of the Auditor in performing the review or other
agreed procedures must be borne equally by the Purchaser and the Vendor.
 13.3
    
    Access to information
  Page 26




---



##### 



Purchase and Sale Agreement
 (a)
    
    provide or ensure the provision of all information and assistance which may
be requested by the Auditor; and(b)
    
    permit the Auditor and its representatives to have access to and take
extracts from or copies of any books, accounts or other records relating to the
Company in its possession, custody or power.
 13.4
    
    Parties response to review
 (a)
    
    If the Completion Accounts:
 (i)
    
    as confirmed by the Auditor under Clause 13.2(b)(i); or(ii)
    
    as adjusted by the Auditor under Clause 13.2(b)(ii),
  (b)
    
    If the Completion Accounts:
 (i)
    
    as confirmed by the Auditor under Clause 13.2(b)(i); or(ii)
    
    as adjusted by the Auditor under Clause 13.2(b)(ii),
  13.5
    
    Dispute resolution procedure
 (a)
    
    If there is any difference of opinion or dispute between the Vendor and the
Purchaser regarding the Completion Accounts, the Vendor or the Purchaser (Disputing
Party) may give a notice (Dispute Notice) to the other party prior to the Adjustment
Date setting out:
 (i)
    
    details of each of the matters in dispute;(ii)
    
    a separate dollar value for each of those matters; and(iii)
    
    full details of the reasons why each of those matters is
disputed.
 (b)
    
    A Disputing Party may only give one Dispute Notice.(c)
    
    Within 20 Business Days of the Disputing Party having delivered a Dispute
Notice to the other party, the other party must deliver to the Disputing Party a
response in writing on the disputed matters (Response). If the other party does not
deliver a Response within that time, the Completion Accounts will be deemed to be
amended as required by the Disputing Party and will be taken to comprise the final
Completion Accounts.(d)
    
    If the dispute is not resolved within 10 Business Days of the delivery of the
Response to the Disputing Party, then the Disputing Party must promptly refer the
dispute to the Managing Director (or their appointed nominee) of each of the Vendor
and the Purchaser for them to attempt to resolve the dispute.
 Page 27




---



##### 



Purchase and Sale Agreement
 (e)
    
    If the Managing Directors (or their appointed nominees) have not resolved the
dispute within 10 Business Days of it being referred to them, the dispute must
promptly be submitted for determination to an Expert who will determine the matter or
matters in dispute.(f)
    
    The disputed matters must be referred to the Expert by written submissions
from the parties which must include only:
 (i)
    
    the Completion Accounts (together with any working papers);(ii)
    
    the report issued by the Auditor under Clause 13.2;(iii)
    
    the Dispute Notice;(iv)
    
    the Response; and(v)
    
    an extract of the relevant provisions of this Agreement.
 (g)
    
    The Expert must also be instructed to decide the matters of disagreement and
finish its determination and provide it to the Vendor and the Purchaser no later than
20 Business Days after receipt of the submissions (or such other period agreed by the
parties having regard to the matters in dispute).(h)
    
    The parties must promptly supply the Expert with any information, assistance
and co-operation requested in writing by the Expert in connection with its
determination. All correspondence between the Expert and a party must be copied to
the other party.(i)
    
    The Expert must apply the Accounting Principles.(j)
    
    In the absence of agreement between the Vendor and the Purchaser, the Expert
will decide the procedures to be followed to resolve the matters of disagreement.(k)
    
    The Expert must act as an expert and not as an arbitrator. The Experts
written determination will be final and binding on the parties in the absence of
manifest error and the Completion Accounts will be deemed to be amended accordingly
and will be taken to comprise the final Completion Accounts.(l)
    
    The cost of a determination by the Expert must be borne by the Vendor and the
Purchaser in such manner as the Expert determines (having regard to the merits of the
dispute).
 13.6
    
    Dispute limit
  13.7
    
    Payment of Adjustment Amount
 (a)
    
    If the amount of the Net Current Assets of the Company set out in the
Completion Accounts exceeds the amount of the Net Current Assets of the Company set
out in the Year End Accounts by more than K500,000, then the Purchaser must pay the
amount of that
 Page 28




---



##### 



Purchase and Sale Agreement
  (b)
    
    If the amount of the Net Current Assets of the Company set out in the
Completion Accounts is less than the amount of the Net Current Assets of the Company
set out in the Year End Accounts by more than K500,000, then the Vendor must pay the
amount of that deficiency to the Purchaser by way of repayment of part of the
Estimated Purchase Price.
 13.8
    
    Payment Date
 (a)
    
    If the Completion Accounts are not disputed by the Purchaser or the Vendor
prior to the Adjustment Date, the amount payable pursuant to Clause 13.7, plus simple
interest on that amount from (and including) the Transfer Date to (and including) the
date of payment calculated daily at the rate per annum which is the sum of the
Interest Rate and a margin of 3%, must be paid to the Vendor or the Purchaser (as the
case requires) within five Business Days after the Adjustment Date.(b)
    
    If the Completion Accounts are disputed by the Purchaser or the Vendor prior
to the Adjustment Date, the portion of the amount payable pursuant to Clause 13.7 not
in dispute, plus simple interest on that amount from (and including) the Transfer Date
to (and including) the date of payment calculated daily at the rate per annum which is
the sum of the Interest Rate on the date of payment and a margin of 3%, must be paid
to the Vendor or the Purchaser (as the case requires) within five Business Days after
the Adjustment Date and the balance of the amount payable pursuant to Clause 13.7,
plus simple interest on that amount from (and including) the Transfer Date to (and
including) the date of payment calculated daily at the rate per annum which is the sum
of the Interest Rate on the date of payment and a margin of 3%, must be paid to the
Vendor or the Purchaser (as the case requires) within five Business Days after the
date upon which the dispute is determined by the Expert or otherwise resolved by
the parties.
 14.
    
    Change of Name14.1
    
    Change of Name
 (a)
    
    Prior to the Transfer Date:
 (i)
    
    the Purchaser must apply to the Registrar of Companies
under the Companies Act for reservation of a new name for the Company (being
a name that does not include the word Shell or any similar word or any mark
or logo of the Shell Group (or any member of it)) (the new name) and must
notify the Vendor of the reservation of that new name; and(ii)
    
    the Vendor must:
 Page 29




---



##### 



Purchase and Sale Agreement
 (A)
    
    pass a special resolution resolving to
change of the name of the Company to the new name; and(B)
    
    apply to the Registrar of Companies under
the Companies Act for approval of the change of name of the Company
to the new name.
 (b)
    
    After Completion, the Purchaser must implement the branding and debranding
program set forth in Schedule 9 and, except in accordance with that program, must
ensure that the Company does not carry on any business using the name Shell or any
similar word or any mark or logo of the Shell Group (or any member of it). The Vendor
and the Purchaser must bear the costs of that branding and rebranding program as
contemplated in Schedule 9. Without limiting the obligations of the Purchaser under
this Clause 14, the Purchaser, if requested by the Vendor so to do from time to time
within the period of 6 months after the Transfer Date, must procure that the Company
and any other applicable member of the InterOil Group and their respective agents,
contractors, representatives or dealers grants to any nominated member or members of
the Shell Group such access to any Premises in the possession or under the control of
that person as may reasonably be required for the purpose of dismantling or removing
any signage or other physical manifestation of the name Shell or any mark or logo of
the Shell Group (or any member of it).(c)
    
    After Completion, the Purchaser must ensure that the Company does not create,
send, distribute or enter into (as the case may be) any:
 (i)
    
    letter, envelope, facsimile, e-mail or other form of
correspondence;(ii)
    
    advertising, sales or marketing material; or(iii)
    
    document, deed or agreement,
  15.
    
    Ongoing access to corporate records
 (a)
    
    The Purchaser must ensure that the Vendor has an ongoing right of access during
regular business hours of the Company after the Transfer Date, exercisable on
reasonable notice by the Vendor, to the minute books, statutory books and registers,
books of account, trading and financial records, copies of taxation returns and other
documents and papers of the Company as the Vendor reasonably may require in connection
with the exercise of its rights or the performance of its obligations under this
Agreement or any other Transaction Document or in connection with the satisfaction or
discharge of any obligation (whether imposed by statute, stock exchange or other
financial market, or otherwise) of the Vendor or any member of the Shell Group. The
Purchaser must furnish or must procure that the Company furnishes to the Vendor all
such
 Page 30




---



##### 



Purchase and Sale Agreement
  (b)
    
    The Vendor may make copies of any of the documents referred to in Clause
15(a).
 16.
    
    Confidentiality16.1
    
    Purchaser to keep information confidential
  16.2
    
    No disclosure of purchase price or terms
  16.3
    
    Permitted disclosures
  (a)
    
    to the extent required in any proceedings arising out of or in connection
with any Transaction Document;(b)
    
    to the extent required under a binding order of a court or any procedure for
discovery in any proceedings;(c)
    
    to the extent required under any law or any rules of any applicable
securities exchange or stock exchange;(d)
    
    as required or permitted under any Transaction Documents;(e)
    
    to legal advisors and consultants, who undertake to keep the information
confidential;(f)
    
    to a bank or financial institution, provided that bank or financial
institution undertakes to keep the information confidential and to use it only for
bona fide purposes related to the actual or proposed provision of financial
accommodation to a member or members of the InterOil Group (not including the Company)
or a member or members of the Shell Group;(g)
    
    to any member of the Shell Group or of the InterOil Group; or
 Page 31




---



##### 



Purchase and Sale Agreement
 (h)
    
    to the extent information is already in the public domain (other than as a
result of a breach of Clause 16.1 or 16.2).
  17.
    
    Enurement
  18.
    
    Disputes
 (a)
    
    Any dispute or difference between the Vendor and the Purchaser arising in
connection with this Agreement will be submitted by the parties to arbitration in a
location agreed between the Vendor and Purchaser (or failing such agreement will be
submitted to arbitration in Melbourne) in accordance with, and subject to, the
UNCITRAL Arbitration Rules.(b)
    
    Subject to any contrary provision in the UNCITRAL Arbitration Rules:
 (i)
    
    there must be three arbitrators, being one arbitrator
appointed by the Purchaser, one arbitrator appointed by the Vendor and one
arbitrator appointed independently by, and in accordance with, the rules of
the relevant appointing and administering body;(ii)
    
    all three arbitrators must be present when a decision of
the arbitrators is made and any decision supported by at least two of the
three arbitrators will be final and binding on the parties to that dispute;
and(iii)
    
    the language of the arbitration must be in English.
 (c)
    
    A party may commence proceedings or take any action it deems necessary in any
jurisdiction (except in any State or territory of the United States of America) to
enforce a decision of the arbitrators, whether pursuant to:
 (i)
    
    the general law or legislation of that jurisdiction;(ii)
    
    the New York Convention on the Recognition and Enforcement
of Foreign Arbitral Awards 1958; or(iii)
    
    any other treaty making such enforcement possible.
 Page 32




---



##### 



Purchase and Sale Agreement
 19.
    
    Termination
 (a)
    
    The Vendor or the Purchaser may terminate this Agreement by notice in writing to
the other if:
 (i)
    
    the conditions precedent set out in Clause 12.1 have not
been satisfied or waived on or before 31 March 2006; or(ii)
    
    if the conditions precedent set out in Clause 12.1 have
been satisfied or waived, Completion has not occurred by the date which is
the first Business Day of the seventh month following the month in which the
last of the conditions precedent set out in Clause 12.1 to be satisfied or
waived is satisfied or waived.
 (b)
    
    The Vendor or the Purchaser may terminate this Agreement by notice in writing
to the other party if, prior to the Transfer Date:
 (i)
    
    the other party stops or suspends or threatens to stop or
suspend payment of all or a class of its debts;(ii)
    
    the other party is insolvent (within the meaning of the law
of such partys formation);(iii)
    
    an administrator, controller, receiver, receiver and
manager, trustee, mortgagee in possession or similar officer is appointed
over, to or in respect of all or any of the assets or undertaking of the
other party; or(iv)
    
    an order is made or a resolution is passed for the winding
up, deregistration or dissolution of the other party or for it to enter an
arrangement, compromise or composition with or assignment for the benefit of
its creditors, a class of them or any of them.
 (c)
    
    Nothing in this Clause limits or restricts any termination of this Agreement
by the Vendor pursuant to paragraph (b) of Clause 5.2.(d)
    
    If this Agreement is terminated prior to the Transfer Date for any reason,
the amount paid by the Purchaser to the Vendor under Clause 3.1(b) must be repaid in
full by the Vendor to the Purchaser.
 20.
    
    Costs and stamp duty
 (a)
    
    Each party must bear its own costs arising out of the negotiation, preparation and
execution of this Agreement.(b)
    
    All stamp duty and registration fees (including fines, penalties and
interest) which may be payable on or in connection with this Agreement and any
instrument executed under this Agreement must be borne by the Purchaser.
 Page 33




---



##### 



Purchase and Sale Agreement
 21.
    
    MergerThe rights and obligations of the parties will not merge on the completion of any
transaction contemplated by this Agreement. They will survive the execution and delivery
of any assignment or other document entered into for the purpose of implementing any such
transaction.22.
    
    AssignmentThe rights and obligations of each party under this Agreement are personal. They
cannot be assigned, encumbered or otherwise dealt with and no party may attempt, or
purport, to do so without the prior written consent of all parties.23.
    
    Further assurancesEach party agrees to do all such things and execute all such deeds, instruments,
transfers or other documents as may be necessary or desirable to give full effect to the
provisions of this Agreement and the transactions contemplated by it.24.
    
    Entire agreementThis Agreement contains the entire agreement between the parties with respect to its
subject matter and supersedes all prior agreements and understandings between the parties
in connection with it.25.
    
    WaiverNo failure to exercise nor any delay in exercising any right, power or remedy by a
party operates as a waiver. A single or partial exercise of any right, power or remedy
does not preclude any other or further exercise of that or any other right, power or
remedy. A waiver is not valid or binding on the party granting that waiver unless made in
writing.26.
    
    NoticesAny notice, demand, consent or other communication (a Notice) given or made under this
Agreement:
 (a)
    
    must be in writing and signed by a person duly authorised by the sender;(b)
    
    must be delivered to the intended recipient by prepaid post (if posted to an
address in another country, by registered airmail) or by hand or fax to the address or
fax number below or the address or fax number last notified by the intended recipient
to the sender:
 Page 34




---



##### 



Purchase and Sale Agreement
 
 (i)
    
    to the Vendor:
    
    Shell Overseas Holdings Limited
Shell Centre
London, SE17NA England
Attention: Company Secretary
Fax No: +44 2079 3470 43; and
Copy to:The Shell Company of Australia Ltd
8 Redfern Rd
East Hawthorn
Victoria 3123
Attention: Company Secretary
Fax No: +61 3 88234039; and(ii)
    
    to the Purchaser:
    
    InterOil Corporation
Suite 2, Level 2,
Orchid Plaza, 79-88 Abbot Street,
Cairns, QLD 4870, Australia
Attention: General Counsel
Fax No: +61 7 4031 4565; and
 (c)
    
    will be taken to be duly given or made:
 (i)
    
    in the case of delivery in person, when delivered;(ii)
    
    in the case of delivery by post two business days after the
date of posting (if posted to an address in the same country) or seven
business days after the date of posting (if posted to an address in another
country);(iii)
    
    in the case of fax, on receipt by the sender of a
transmission control report from the despatching machine showing the relevant
number of pages and the correct destination fax machine number and indicating
that the transmission had been made without error,
 but if the result is that a Notice would be taken to be given or made on a day which is not
a business day in the place to which the Notice is sent or is later than 4.00pm (local
time) it will be taken to have been duly given or made at the commencement of business on
the next business day in that place.27.
    
    Governing law and jurisdictionThis Agreement is governed by the laws of Victoria, Australia. Each party submits to
the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with
matters concerning this Agreement.
 Page 35




---



##### 



Purchase and Sale Agreement
 28.
    
    CounterpartsThis Agreement may be executed in any number of counterparts. All counterparts will
be taken to constitute one instrument.29.
    
    Information TechnologyThe Vendor will ensure that at Completion the information technology infrastructure
and applications enabling the day-to-day transactional operation of the Company are capable
of carrying on the day-to-day transactional operation of the Company as a stand-alone
entity after Completion. The Vendor and the Purchaser agree to share equally the cost of
building this capability but the Purchaser is solely responsible for and for all costs and
expenses of:
 (a)
    
    procuring the relevant licenses associated with enabling this capability; and(b)
    
    procuring, developing and integrating its own management information system
(interface, hardware and software) required for the extraction and processing of
transactional data into management reports.
 Page 36




---



##### 



Purchase and Sale Agreement
 (Schedule 1  Warranties)
 Schedule 1
 Warranties
 Ownership of the Shares
 1.
    
    The Vendor:
 (a)
    
    is the beneficial owner, and the Vendor and TAPCL are the legal owners
(unless TAPCL has transferred its legal ownership to the Vendor prior to Completion,
in which case the Vendor is the legal owner), of the Shares free from all Security
Interests; and(b)
    
    has full power and authority to transfer or to procure the transfer to the
Purchaser of good legal and equitable title to the Shares free from all Security
Interests.
 Incorporation and Qualification
 2.
    
    The Company is duly registered and validly existing under the laws of Papua New Guinea and
has full corporate power to own its assets and to carry on its business as now conducted.
 3.
    
    The constitution of the Company produced to the Purchaser at Completion and signed on behalf
of the Vendor for the purposes of identification is the constitution of the Company
incorporating all amendments made to it and including all resolutions affecting it. The
constitution contains all details of the rights which attach to the Shares.
 Shares
 4.
    
    There are no outstanding subscription agreements, options, rights or other analogous
entitlements of any description to acquire from the Company any unissued shares or stock of
any class of the Company, or any securities convertible into or exchangeable for or which
otherwise confer on the holder of it any right (whether or not upon the happening of any
contingency or after any lapse of time and whether or not upon the payment or delivery of any
consideration) to acquire any unissued shares or stock of any class of the Company nor is the
Company committed to grant or issue any such option, right or security.
 5.
    
    The Shares are the only issued shares in the capital of the Company and are validly issued
and fully paid. The share register of the Company is an accurate record of the members of the
Company and transfers of the Shares.
 Assets
 6.
    
    The Assets, viewed as a whole, are generally suitable for the conduct of a domestic petroleum
products distribution business in Papua New Guinea.
 7.
    
    The Assets are generally suitable for undertaking the activity for which they were
constructed.
 Page 37




---



##### 



Purchase and Sale Agreement
(Schedule 1  Warranties)
 8.
    
    All material entries made in the asset register of the Company referred to in Clause 11.2(b)
were correct at the time such entries were made and, at the time details of Assets were
entered in the asset register, those Assets were owned by the Company and were in existence at
the location (if any) described in the asset register and have not been sold or transferred by
the Company.
 Leases
 9.
    
    The Company is the lessee under the State Leases described in Schedule 3 and, to the best of
the Vendors knowledge after reasonable investigation, the Company holds its interest under
the State Leases free from all competing interests (including sub-leases, licences and
restrictive covenants except as disclosed in the instruments of State Lease or in Schedule 3
or in Schedule 5 or as would be disclosed by a search at the relevant land titles office).
 10.
    
    To the best of the Vendors knowledge after reasonable investigation, the Commercial Leases
are all in good standing and, except as disclosed in Part A of Schedule 4 or in Schedule 5,
there are no claims or disputes under or in relation to them in respect of which the Company
may have any liability exceeding K10,000.
 Subsidiaries
 11.
    
    The Company has no subsidiaries.
 Accounts and Completion Accounts
 12.
    
    The Accounts have been and, subject to the Accounting Principles, the Year End Accounts and
the Completion Accounts will be, prepared in accordance with accounting principles and
practices generally accepted in Papua New Guinea and the Accounts do and, subject to the
Accounting Principles, the Year End Accounts and the Completion Accounts will, comply with the
requirements of the Companies Actand all other applicable statutes and regulations.
 Solvency
  Taxation
 14.
    
    Tax returns required by law to be lodged or filed by the Company have been duly lodged or
filed.
 15.
    
    All Taxes as at the balance date of the Last Financial Year (other than those which may still
be paid without penalty or interest and which are disclosed in the Accounts or the Year End
Accounts) payable by the Company have been paid or adequate provisions, reserves or accruals
for their payment (whether or not assessed) have been made or provided for in the balance
sheet appearing in the Year End Accounts of the Company for that year.
 Page 38




---



##### 



Purchase and Sale Agreement
 (Schedule 1  Warranties)
 16.
    
    To the best of the knowledge of the Vendor after reasonable investigation, there are no
outstanding disputes or Tax audits by or with the Commissioner.
 17.
    
    General of Taxation or any other authority or instrumentality or officer concerning the
liability of the Company to any Tax.
 Statutory Requirements
 18.
    
    The Company has observed and complied in all material respects with the provisions of all
laws and regulations the non-compliance with which may have a material adverse effect on the
conduct of its business.
 Legal Proceedings
 19.
    
    To the best of the knowledge of the Vendor after reasonable investigation and except as
disclosed in Schedule 5:
 (a)
    
    there is no suit, cause of action, proceeding, application, arbitration,
claim or investigation current, pending or threatened in writing against the Company
which may involve a claim for any judgment, decree, order or liability which is or may
be materially prejudicial to the financial or trading condition or position of the
Company;(b)
    
    no resolution has been passed for the winding up of the Company;(c)
    
    no resolution has been passed for the appointment of an administrator to the
Company;(d)
    
    there is no unsatisfied judgment of a material amount against the Company;
and(e)
    
    the Vendor is not aware of any facts, matters or circumstances which give any
person the right to apply to wind up the Company or to appoint a controller,
administrator, inspector or similar officer under the Companies Act in respect of the
Company.
 Employees
 20.
    
    To the best of the knowledge of the Vendor after reasonable investigation, the Company has no
material liabilities outstanding to its employees other than as disclosed in or taken into
account in the Accounts or as will be disclosed in or taken into account in the Year End
Accounts or the Completion Accounts.
 Material Agreements
 21.
    
    To the best of the knowledge of the Vendor after reasonable investigation, except as referred
to in or contemplated by the Transaction Documents or as described in Part B of Schedule 4 or
in Schedule 5, there are no material agreements relating to the business of the Company in
respect of which the Company is in breach, or under which the Company is obliged to pay any
amount or incur any liability exceeding K10,000 on termination or non-renewal, or which have
an unexpired term exceeding 3 years from the Transfer Date. For the purpose of this warranty,
States Leases and Commercial Leases do not constitute material agreements.
 Page 39




---



##### 



Purchase and Sale Agreement
 (Schedule 2  List of approved auditors)
 Schedule 2
 List of approved auditors
 
 Page 40




---



##### 



Purchase
and Sale Agreement
 (Schedule 3  State Leases)
 Schedule 3
 State Lease and disclosures in relation to them
 No
    
    Name
    
    Location
    
    Region
    
    COT
    
    Landlord
    
    Expiry
    
    Rent
    
    Underlying Interests
    
    Comments1
    
    Lae Autoport
(Coronation)
    
    Lae
    
    Mom/Hinds
    
    Retail
    
    State
    
    8/3/2061
    
    K2775
    
    Unknown2
    
    Madang Autoport
    
    Madang
    
    Mom/Hinds
    
    Retail
    
    State
    
    2/10/2052
    
    K3940
    
    Unknown
    
    Part of the Madang terminal3
    
    Hohola Autoport
    
    Port Moresby
    
    NCD
    
    Retail
    
    State
    
    2/7/2099
    
    K3445
    
    Unknown4
    
    Manu Autoport
    
    Port Moresby
    
    NCD
    
    Retail
    
    State
    
    23/6/2064
    
    K4320
    
    Unknown5
    
    Waigani Autoport
    
    Port Moresby
    
    NCD
    
    Retail
    
    State
    
    12/3/2090
    
    K2550
    
    Unknown6
    
    Badili Autoport
    
    Port Moresby
    
    NCD
    
    Retail
    
    State
    
    11/3/2103
    
    Nil
    
    Unknown7
    
    Lae Installation
    
    Lae
    
    Mom/Hinds
    
    Depot
    
    State
    
    28/2/2089
    
    K16,795
    
    Unknown8
    
    Madang Installation
    
    Madang
    
    Mom/Hinds
    
    Depot
    
    State
    
    14/10/2052
    
    K3,940
    
    Unknown
    
    Pipeline and hosting
agreement with Mobil9
    
    Idubada Installation
    
    Port Moresby
    
    NCD
    
    Depot
    
    State
    
    5/2/2095
    
    K177
    
    Unknown
    
    Ongoing dispute with
landowners. Pipeline
agreement with Mobil10
    
    Kavieng Installation
    
    New Ireland
    
    NGI
    
    Depot
    
    State
    
    25/2/2009 (Lot 8)
    
    K50
    
    Unknown
    
    Pipeline lease @ K30.0 pa30/11/2003 (Lot 3)
    
    
    
    
    
    The State Lease over
Allotment 3 specifically
provides that Lessee is
not to assign or sublet
the land without the
Ministers consent.
Allotment 8 has no
prohibitions specified in
its State Lease.
 Page 41




---



##### 



Purchase
and Sale Agreement
 (Schedule 3  State Leases)
 No
    
    Name
    
    Location
    
    Region
    
    COT
    
    Landlord
    
    Expiry
    
    Rent
    
    Underlying Interests
    
    Comments11
    
    Rabaul Installation
    
    Rabaul
    
    NGI
    
    Depot
    
    State
    
    12/01/2104
    
    K4000
    
    Unknown
    
    Pipeline license agreement
with Mobil12
    
    Kimbe Installation
    
    Kimbe
    
    WNB
    
    Depot
    
    State
    
    15/3/2071
    
    K1100
    
    Unknown
    
    Pipeline and hosting
agreement with InterOil
Products Limited13
    
    Wewak Installation
    
    Wewak
    
    
    
    Depot
    
    State
    
    Unknown
    
    Unknown
    
    Unknown14
    
    Michael Sapau-
Momote Av
    
    Manus
    
    NGI
    
    Agent
    
    State
    
    24/2/2011
    
    K30
    
    Unknown15
    
    Bindon
Plantations-Hagen
    
    Mt Hagen
    
    Mom/Hinds
    
    Agent
    
    State
    
    5/8/2086
    
    K350
    
    Unknown16
    
    Kagamuga Aviation
    
    Mt Hagen
    
    Mom/Hinds
    
    Agent
    
    State
    
    22/2/2065
    
    K775
    
    Premises subleased
to agent, Wamp Nga.
 Page 42




---



##### 



Purchase
and Sale Agreement
 (Schedule 4  Commercial Leases)
 Schedule 4
 Part A: Commercial Leases
 No
    
    Name
    
    Location
    
    Region
    
    COT
    
    Landlord
    
    Comm
    
    Expiry
    
    Options
    
    Index
    
    Rent
    
    Underlying Interests
    
    Remarks1
    
    Faniufa Service
Station
    
    Goroka
    
    Mom/Hinds
    
    Retail
    
    Obed Pupune
    
    
    6/9/1993
    
    
    
    5/9/2003
    
    
    2X5
    
    7% CPI
    
    K25,246
    
    Property is
subleased to Bindon
Plantations Pty
Ltd. However,
Bindons possession
is on the basis of
monthly tenancy as
sublease term has
expired.
    
    SPNG may hold property on basis
of monthly tenancy, with
Lessors consent, upon expiry of
Lease.2
    
    Goroka Autoport
    
    Goroka
    
    Mom/Hinds
    
    Retail
    
    Ela Motors
    
    
    1/10/1997
    
    
    
    29/9/2012
    
    
    None
    
    NA
    
    K13,405
    
    Ela Motors (BPT PNG
Pty Ltd) is in
possession of the
premises pursuant
to the unexecuted
headlease.
    
    Head Lease has not been executed.
Lease provides that SPNG may
hold property, with consent of
Lessor, on basis of monthly
tenancy after expiry of Lease.
Lease also provides that BPT
granted sublease over property
simultaneously with execution of
the Lease.SPNG pays no rent, but receives
netted off amount from sublease
arrangements.
 Page 43




---



##### 



Purchase
and Sale Agreement
 (Schedule 4  Commercial Leases)
 No
    
    Name
    
    Location
    
    Region
    
    COT
    
    Landlord
    
    Comm
    
    Expiry
    
    Options
    
    Index
    
    Rent
    
    Underlying Interests
    
    Remarks3
    
    Kainantu Service
Station
    
    Kainantu
    
    Mom/Hinds
    
    Retail
    
    Tyofi Investments
    
    
    1/7/2000
    
    
    
    30/6/2005
    
    
    3X5
    
    7% CPI
    
    K99,461
    
    Property subleased
back to Lessor for
a term of 5 years,
expiring 31 March
2004.
    
    Ministerial approval of head
lease not yet obtained due to
Lands Department losing Land
Admin File. (SPNGs lawyers
presently seeking to rectify
this.)SPNG may hold the property on a
monthly tenancy after the
expiration of the Lease.The Lease provides that SPNG may
not assign or sublease the land
without the prior written
consent of the Lessor, which the
Lessor may give subject to
certain conditions.4
    
    Kimbe  Ela Motors
    
    Kimbe
    
    NGI
    
    Retail
    
    Ela Motors
    
    
    1/10/1997
    
    
    
    30/9/2012
    
    
    None
    
    7% CPI
    
    K5,743
    
    Lease provides that
SPNG will grant a
sublease of the
property to Ela
Motors (BPT PNG Pty
Ltd) simultaneously
with the execution
of the head lease.
Ela Motors in
possession of
premises pursuant
to unexecuted head
lease.
    
    Unexecuted Lease.
Lease provides that SPNG may not
assign Lease or sublet property
without prior written consent of
Lessor.
Shell pays no rent it receives
the netted amount off sublease5
    
    Talina Service
Station
    
    Kimbe
    
    NGI
    
    Retail
    
    NGIP
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    see schedule 56
    
    West New Britain AP
    
    Kimbe
    
    NGI
    
    Retail
    
    B&D Patiliu
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    see schedule 57
    
    Bugandi Autoport
    
    Lae
    
    Mom/Hinds
    
    Retail
    
    Sambure Pty Ltd
    
    
    18/4/1994
    
    
    
    17/4/2009
    
    
    1X5
    
    7% CPI
    
    k28,546
    
    Unknown
    
    SPNG may hold property on basis
of monthly tenancy upon expiry
of Lease.
 Page 44




---



##### 



Purchase and Sale Agreement
 (Schedule 4  Commercial Leases)
 No
    
    Name
    
    Location
    
    Region
    
    COT
    
    Landlord
    
    Comm
    
    Expiry
    
    Options
    
    Index
    
    Rent
    
    Underlying Interests
    
    Remarks8
    
    Four Mile Service
Station
    
    Port Moresby
    
    NCD
    
    Retail
    
    Steamships
Automotive P/L
    
    
    1/1/2000
    
    
    
    31/12/2002
    
    
    1x3
    
    7% CPI
    
    K66,496
    
    Premises are
subleased to
Kukundi Trading.
    
    Lease provides that SPNG
not to assign, part with
possession of or sublease
property without prior written
consent of Lessor.Provision for monthly
rollover on expiryTo the best of my knowledge
there is no formal lease
agreement for this site. Due
to the widening of the road part
of this site (including a tank)
is no longer on the property.
Legal advice is currently being
sought.9
    
    Konedobu Autoport
    
    Port Moresby
    
    NCD
    
    Retail
    
    Dadi Toka
    
    
    10/4/1991
    
    
    
    9/4/2011
    
    
    2X5
    
    CPI
    
    K26,917
    
    Unknown
    
    Upon expiry, SPNG may hold
property on a basis of monthly
tenancy.10
    
    Highlander S/Station
    
    Mt Hagen
    
    Mom/Hinds
    
    Retail
    
    Moge Numbuga Milimb
    
    
    1990
    
    
    
    2010
    
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Site reopened 21/10/2005. Rent
now being paid.11
    
    Volcano Town
(Turagil A/P  AQ
Pty Ltd)
    
    Rabaul
    
    NGI
    
    Retail
    
    JD Enterprises
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
 Page 45




---



##### 



Purchase and Sale Agreement
 (Schedule 4  Commercial Leases)
 No
    
    Name
    
    Location
    
    Region
    
    COT
    
    Landlord
    
    Comm
    
    Expiry
    
    Options
    
    Index
    
    Rent
    
    Underlying Interests
    
    Remarks12
    
    Mt Hagen
    
    Mt Hagen
    
    Mom/Hinds
    
    Depots
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown13
    
    Buka Aviation
    
    Buka
    
    NGI
    
    Depots
    
    OCA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Situated on temp site14
    
    Kerema Aviation
    
    Kerema
    
    Papua
    
    Depots
    
    OCA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    K392
    
    Unknown15
    
    Tokua Airport
    
    Kokopo
    
    NGI
    
    Depots
    
    OCA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Situated on temp site16
    
    Madang Aviation
    
    Madang
    
    Mom/Hinds
    
    Depots
    
    OCA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    K552
    
    Unknown
    
    SPNG currently paying annual
rentals to CAA however neither
CAA or SPNG have copies of any
lease.17
    
    Nadzab Airport
    
    Nadzab
    
    Mom/Hinds
    
    Depots
    
    OCA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    K14,400
    
    Unknown
    
    SPNG currently paying annual
rentals to CAA however neither
CAA or SPNG have copies of the
lease18
    
    Hoskins Airport
    
    Hoskins
    
    NGI
    
    Depots
    
    OCA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    K4,650
    
    Unknown
    
    SPNG currently paying annual
rental based upon a document
referenced as 603 of which
neither SPNG or CAA have copies.19
    
    Manus Aviation
    
    Manus
    
    NGI
    
    Agents
    
    CAA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown20
    
    Trans Melanesian
Marine
    
    Port Moresby
    
    NCD
    
    Agents
    
    RPYC
    
    1-Jul-95
    
    30-Jun-20
    
    none
    
    none
    
    K1,500
    
    Unknown
    
    The existing arrangements was
established by way of a letter
dated 8 June 1995. There was no
formal agreement. 25 years rent
was prepaid in 199521
    
    Tabubil Airfield
Company operated
    
    Tabubil
    
    Papua
    
    Agents
    
    OTML
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Not classified as an airfield
and is admin by Lands Dept. No
other details of SPNG tenure are
known.22
    
    Kavieng Airport
    
    Kavieng
    
    NGI
    
    Unknown
    
    OCA
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    SPNG currently paying annual
rental based upon a document
referenced as 46/622 of which
neither SPNG or CAA have copies.
 Page 46




---



##### 



Purchase and Sale Agreement
 (Schedule 4  Commercial Leases)
 No
    
    Name
    
    Location
    
    Region
    
    COT
    
    Landlord
    
    Comm
    
    Expiry
    
    Options
    
    Index
    
    Rent
    
    Underlying Interests
    
    Remarks23
    
    Wewak Av
    
    Wewak
    
    
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Bought from Mobil  status of
transaction unknown24
    
    Kiunga Airport
    
    Kiunga
    
    
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
    
    Unknown
 Page 47




---



##### 



Purchase and Sale Agreement
 (Schedule 5  Legal Proceedings)
 Max. PotentialCase
    
    Address
    
    Issue
    
    Other Party
    
    Liability
    
    Provision?
    
    Latest
    
    Legal Firm Used
    
    OutcomePNG
    
    
    
    
    
    
    
    
    
    $US000
    
    $US000Mobil Moitaka SC
767 of 2004 and WS
1442 of 1999
    
    Port Moresby
    
    SPNG taken to trial
by Speko on the
basis that they
were misled by
Shell in providing
15k worth of
equipment towards a
DODO site to be
operated by Speko.
    
    Speko
    
    
    
    8
    
    8 (contingent
liability)
    
    Speko won the court
case and subsequent
appeal by SPNG to
the Supreme Court.
    
    Posman Kua Aisi
    
    supreme court ruled
in favour of SPNG
and dismissed
Spekos claims.Manu/Gerehu
    
    Port Moresby
    
    Fairhaven ran two
sites and racked up
a debt after
failing to pay rent
and fuel
    
    Fairhaven (Former
dealer)
    
    
    
    25
    
    25 (Bad debt)
    
    Fairhaven to be
written off as bad
debt. Directors
have no assets
(fully provisioned
from 2003). US100k.
Not worth pursuing
and incurring legal
costs.
    
    Posman Kua AisiWaigani
    
    Port Moresby
    
    Narra as operator
of Waigani on
exiting site owed
25k for unpaid fuel
and rent bills.
    
    Narra (Former
dealer)
    
    
    
    8
    
    8 (Bad debt)
    
    Final documents
being prepared for
lawyers to press
for full recovery
of debt.
    
    Posman Kua AisiTaraka
    
    Lae
    
    SPNG left site in
mid 2001 before
expiry of headlease
at the end of
2001.Owner suing
SPNG for damages to
site and unpaid
utility bills as
well as loss of
rent.
    
    Site Owner (Details
TBA)
    
    
    
    15
    
    No
    
    Site owner wont
allow SPNG on site
to remove tanks.
Requires all
communications via
lawyer.
    
    Posman Kua AisiHungo
    
    Wewak
    
    SPNG had a clause
in the headlease
arrangement with
Francis Segenau to
provide a 60m
square shop. Hungo
as operator brought
out Segenau and
took up the clause
as well as claim
for 26k for cost of
site maintenance.
Shell owed 14k in
unpaid bills.
    
    Hungo (Operator)
    
    
    
    30
    
    No
    
    Intending to
negotiate for tank
cost replacement to
settle out of
court.
    
    OBriens
 Page 48




---



##### 



Purchase
and Sale Agreement
(Schedule 5  Legal Proceedings)
 Max. PotentialCase
    
    Address
    
    Issue
    
    Other Party
    
    Liability
    
    Provision?
    
    Latest
    
    Legal Firm Used
    
    OutcomeWest New Britain
Autoport WS No 1402
of 1999
    
    Kimbe
    
    Malama workshop was
KDRd on a verbal
deal. Malama
operated site then
decided that they
were the rightful
leaseholders on the
property and began
paying a lease to
Patiliu the
landowners. SPNG
had a tripartite
agreement with the
Patilius to lease
the prope
    
    Malama (former
dealer)
    
    
    
    15
    
    
    
    15
    
    Site currently
shut. Court case
complete and ruling
made.
    
    OBriens
    
    Decision that
Plaintiffs lease
with Patilius is
valid and
enforceable.
Plaintiff is
entitled to rental
payments in the sum
of K30, 732.
Plaintiff is liable
to the Defendant in
the sum of K60,000
in compensation for
demolition of old
Service station;
Defendent to
deliver possession
of the Service
Station to the
Plaintiff
forthwith;Idubada Landowner
Claim
    
    
    
    1996
    
    Some people have
claimed to be the
owners of a few
portions of the
tank farm area.
Any problem
landowners need to
be addressed to the
State. The
traditional
ownership of all
the portions are
before the courts
at the moment and
there is an
injunction in place
restraining Shell
from paying any
money to any
landowners (one of
the portions is
still customary
land  the tank
farm) until the
ownership of the
land is determined.
    
    Other land owners
    
    
    
    20
    
    
    
    20
    
    So called landowners are still disputing the property of the land.
Ownership study may take more than a year.
 Page 49




---



##### 



Purchase
and Sale Agreement
(Schedule 5  Legal Proceedings)
 Max. PotentialCase
    
    Address
    
    Issue
    
    Other Party
    
    Liability
    
    Provision?
    
    Latest
    
    Legal Firm Used
    
    OutcomeWS No 48 of 1997
    
    Port Moresby
    
    Action for breach
of Agreement. The
plaintiff claims
that Shell offered
it a lease of
Popondetta Service
Station on a number
of conditions.
Plaintiff accepted
all the terms and
conditions of the
offer however Shell
did not contact the
Plaintiff again and
engaged another
party to operate
the service
station. Claim for
K269,742.00 and
interest and costs.
    
    GG Trading Pty Ltd
    
    
    
    
    
    Last document on
file  notice of
intention to defend
filed on 28 January
1997
    
    GadensWS No 1765 of 2000
    
    Hohola
    
    The plaintiff
brings this action
against the
defendent for loss
and damage suffered
as a result of the
defendants alleged
unlawful
termination of a
service station
lease (the
agreement) it had
signed with the
defendant. Claimed
K22,884.26 and K25,
769.82 in respect
of the Shell Card
System and damages,
interest and costs
    
    Midland Holdings Limited
    
    
    
    
    
    Both parties issued
notices for
discovery in 2001
and nothing else
appears to have
happened.
    
    Posman Kua AisiWS No 974 of 2001
    
    
    
    
    
    The Plaintiff
brings this action
against the
defendant for
allegedly breaching
the terms and
condtions of a
contract entered
into by the parties
for the provision
of transport
services. K58,
936.00 plus
interest and costs
    
    Corporate Transport Niugini Limited
    
    
    
    
    
    In October of 2003
the defendents
issued notices to
produce documents
and to admit facts
but nothing has
been filed in
response.
    
    Posman Kua AisiWS No 893 of 2004
    
    Western Province
    
    Action by the
Plaintiff to
recover principal
debt of k19, 228
for stevedoring and
wharf services
rendered to the
defendant. Claimed
K19,228, interest
and costs.
    
    North Fly Development Corporation
    
    
    
    
    
    Promise by Mr R.
Peni on 15 Sept. 04
to settle debt.
Affidavit of
service filed
10/12/04 stating
that Notice of
motion for default
judgement served on
the Defendant.
Nothing else has
happened since
then.
 Page 50




---



##### 



Purchase
and Sale Agreement
(Schedule 5  Legal Proceedings)
 Max. PotentialCase
    
    Address
    
    Issue
    
    Other Party
    
    Liability
    
    Provision?
    
    Latest
    
    Legal Firm Used
    
    OutcomeWS No 1285 of 2004
    
    Port Moresby
    
    Action by the
Plaintiff for
wrongful
termination by the
Defendant.
    
    Albert Frank Tulia
    
    
    
    
    
    
    
    
    
    Matter currently on
foot. List of
documents filed on
29/03/05.
    
    GadensWS No. 1290 of 2004
    
    East New Britain
    
    The Plaintiffs
challenge the
validity of the
lease agreements
entered into with
the defendant while
the Shell has filed
a cross claim to
recover unpaid
rental and to
remove the cross
defendants
(Plaintiffs) from
the premises.
    
    Joe Bakom and Talina Autoport Ltd
    
    
    
    
    
    Notice of motion
filed by SPNGs
lawyers for default
judgement to be
entered against
Plaintiffs on the
cross-claim and for
Plaintiffs action
to be dismissed.
    
    OBriens
 Page 51




---



##### 



Purchase and Sale Agreement
(Schedule 6  Accounting Principles)
 Schedule 6
 Accounting Principles for preparation of the Completion Accounts
 Part 1: General principles
  (a)
    
    applying the principles, policies and rules set out in part 2 of this schedule;(b)
    
    subject to paragraph (a), in accordance with the accounting policies adopted by the Company
in the preparation of its Year End Accounts, applied:
 (i)
    
    on a consistent basis and on the presumption that the Company continues as a
going concern in the ordinary course; and(ii)
    
    consistently with the way they were applied in the preparation of the Year
End Accounts; and
 (c)
    
    having no regard to the transactions contemplated by this Agreement or any plans of the
Purchaser after Completion.
 Part 2: Specific principles
 1.
    
    Net Current Assets shall be determined as follows:
 (a)
    
    Current assets, which shall be determined as per current practice in the
Companys management accounts and correspond to that figure calculated as the sum of
that at lines 35 and 51 of the attached table 1, below (actual Q2, 05 shown as example
only), MINUS(b)
    
    Current liabilities, which shall be determined as per current practice in the
Companys management accounts and correspond to that figure calculated at line 47 of
the attached table 1, below (actual Q2, 05 shown as example only)
 2.
    
    The quantity of Inventory for purposes of calculating Net Current Assets will be determined
at 11:59 p.m. on the day before the Transfer Date based on a physical stock take as of such
date.
 (a)
    
    Inventory, for purposes of this Schedule, means all stock-in-trade
(including, but not limited to, refined petroleum products) in use or intended for use
in connection with the Companys business, including items owned or paid for by the
Company which are in transit to the Company or on consignment with any customer of the Company.(b)
    
    The unit price of each item of Inventory will be determined on a first in
first out basis based on the import parity price (within the meaning of the Domestic
Supply Agreement between InterOil Limited and the Company) for lifting of such
Inventory from InterOil Limited refinery located at Napa Napa in the Port Moresby
National Capital
 Page 52




---



##### 



Purchase
and Sale Agreement
 (Schedule 6  Accounting Principles)
 District and Central Province, Papua New Guinea, plus primary freight
to seaboard terminals.
  BalanceLine Item
    
    Sheet4
    
    USD mlns5
    
    
    
    Actual6
    
    
    
    
    2Q/200578
    
    Fixed Assets
    
    
    7.260910
    
    PP&E Opening Balance
    
    
    25.71511
    
    Adj to OB
    
    
    (0.181
    )12
    
    PP&E Additions
    
    
    0.03213
    
    PP&E Sales IG Transfers Other Movts
    
    
    (4.915
    )14
    
    PP&E CCTD Movt
    
    
    (0.008
    )1516
    
    PP&E Closing Balance
    
    
    20.6431718
    
    Acc. Depn Opening Balance
    
    
    (17.842
    )19
    
    Adj to OB20
    
    Depn for the period
    
    
    (0.286
    )21
    
    Acc. Depn Other Movts/ Adjustments22
    
    Acc. Depn Disposals
    
    
    4.74023
    
    Acc. Depn CCTD Movt
    
    
    0.0052425
    
    Acc. Depn Closing Balance
    
    
    (13.383
    )2627
    
    Software Closing Balance
    
    
    0.0002829
    
    Stock
    
    
    25.05330
    
    Trade Receivables
    
    
    9.30431
    
    Intra Gp Receivables
    
    
    0.261
 Page 53




---



##### 



Purchase
and Sale Agreement
 (Schedule 6  Accounting Principles)
 BalanceLine Item
    
    Sheet32
    
    Deferred Charges & Prepayments
    
    
    1.47233
    
    Deferred Tax
    
    
    1.7573435
    
    Current Assets
    
    
    37.8473637
    
    Third Party Payables
    
    
    (2.819
    )38
    
    FEC Revaln39
    
    Interoil Creditor
    
    
    (14.995
    )40
    
    Accruals
    
    
    0.00041
    
    IG Payables
    
    
    (1.833
    )42
    
    SCOA Payable
    
    
    0.00043
    
    Payables Tax & Govt Duties
    
    
    0.43044
    
    Provisions
    
    
    (0.891
    )45
    
    Taxation Payable
    
    
    (1.584
    )4647
    
    
    
    
    (21.691
    )4849
    
    Working Capital
    
    
    16.1565051
    
    Cash at Bank
    
    
    (0.767
    )5253
    
    Capital Employed
    
    
    22.6495455
    
    IG Financing  STCE5657
    
    Other Long Term Assets5859
    
    Net assets
    
    
    22.6496061
    
    Share Capital
    
    
    4.8796263
    
    Retained Earnings OB
    
    
    41.45664
    
    Dividends65
    
    Other Movts66
    
    P&L for the period
    
    
    2.482
 Page 54




---



##### 



Purchase
and Sale Agreement
 (Schedule 6  Accounting Principles)
 BalanceLine Item
    
    Sheet6768
    
    Retained Earnings CB
    
    
    43.9386970
    
    CCTD OB
    
    
    (26.164
    )71
    
    CCTD on Dividends72
    
    CCTD on Retained Earnings
    
    
    (0.003
    )7374
    
    
    
    
    (26.166
    )7576
    
    Total Equity
    
    
    22.651
 Page 55




---



##### 



Purchase
and Sale Agreement
 (Schedule 7
 Premises (land demised from the State)
 Schedule 7
 Part A: Premises (land demised from the State)
 No
    
    Name1
    
    Lae Autoport (Coronation)2
    
    Madang Autoport3
    
    Hohola Autoport4
    
    Manu Autoport5
    
    Waigani Autoport6
    
    Badili Autoport7
    
    Lae Installation8
    
    Madang Installation9
    
    Idubada Installation10
    
    Kavieng Installation11
    
    Rabaul Installation12
    
    Kimbe Installation13
    
    Wewak Installation14
    
    Michael Sapau -Momote Av15
    
    Bindon Plantations-Hagen16
    
    Kagamuga Aviation




---



##### 





Purchase
and Sale Agreement


(Schedule 7  Premises (land demised from the State) Part B: Premises (land demised from persons other than the State)
 No
    
    Name
    
    Location1
    
    Faniufa Service Station
    
    Goroka2
    
    Goroka Autoport
    
    Goroka3
    
    Kainantu Service Station
    
    Kainantu4
    
    Kimbe  Ela Motors
    
    Kimbe5
    
    Talina Service Station
    
    Kimbe6
    
    West New Britain AP
    
    Kimbe7
    
    Bugandi Autoport
    
    Lae8
    
    Four Mile Service Station
    
    Port Moresby9
    
    Konedobu Autoport
    
    Port Moresby10
    
    Highlander S/Station
    
    Mt Hagen11
    
    Volcano Town
    
    Rabaul12
    
    Mt Hagen Installation
    
    Mt Hagen13
    
    Buka Aviation
    
    Buka14
    
    Kerema Aviation
    
    Kerema15
    
    Tokua Airport
    
    Kokopo16
    
    Madang Aviation
    
    Madang17
    
    Nadzab Airport
    
    Nadzab18
    
    Hoskins Airport
    
    Hoskins




---



##### 





Purchase
and Sale Agreement


(Schedule 7  Premises (land demised from the State) No
    
    Name
    
    Location19
    
    Manus Aviation
    
    Manus20
    
    Trans Melanesian Marine
    
    Port Moresby21
    
    Tabubil Airfield Company operated
    
    Tabubil22
    
    Kavieng Airport
    
    Kavieng23
    
    Wewak Airfield
    
    Wewak24
    
    Kiunga Airport
    
    Kiunga




---



##### 





Purchase
and Sale Agreement


(Schedule 8
 Environmental assessment program for Premises)


Schedule 8


Part A: Environmental Program  Process








---



##### 





Purchase
and Sale Agreement


(Schedule 8
 Environmental assessment program for Premises)   TIER 1
 PRELIMINARY
ENVIRONMENTAL
ASSESSMENT
 screening level assessment
 WHICH SITES:
 WHY:
 WHAT:
 
    
    Complete a Preliminary Environmental Assessment (PEA) for all sites using information
already available in the businesses;
    
    Apply an Emperor-specific risk-ranking tool comprising a two step filter to identify
relevant environmental risks and rank all sites as High, Medium or Low;
    
    Identify any sites which are known or suspected not to comply with current environmental
regulations, legislation or contractual agreements
    
    Review the results for each site and if appropriate revise the risk ranking.
 
    
    Identify any facilities where known or suspected issues or scenarios exist that may
present higher risks than indicated by the PEA.
    
    Identify any sites where known information indicates a lower risk than indicated by the PEA
(eg groundwater flows away from the nearby water source).
    
    Identify sites that are ranked high risk due to a lack of data in the PEA. IF the missing
data can be obtained without using intrusive testing methods, consider obtaining the missing data
and reviewing the ranking prior to proceeding to Tier 2.
 
    
    Compile all information suitable for data room and full disclosure.
 HOW:
 WHAT NEXT:
  TIER 2
 DETAILED
ENVIRONMENTAL
ASSESSMENT
 site-specific targeted assessment
 WHICH SITES:
 WHY:
 WHAT:
 
    
    Phase I environmental site assessment (ESA I) to determine the extent of soil and
groundwater contamination;
 
    
    Phase II environmental site assessment (ESA II) to further define the extent of soil and
groundwater contamination where existing data may be out of date or inadequate;




---



##### 





Purchase
and Sale Agreement


(Schedule 8  Environmental assessment program for Premises)  WHAT NEXT:




---



##### 





Purchase and Sale Agreement


(Schedule 8  Environmental assessment program for Premises)  TIER 3
 RISK
MANAGEMENT
 site-specific targeted risk management
 WHICH SITES:
 WHY:
 WHAT:
 
    
    Shell completes a detailed risk assessment and determines that the site may be
transferred as is to the purchaser. Assessment is consistent with the international
standard RBCA and follows the methods of the Australian Oil Industry Environmental
Working Group (references below) ;
    
    Equipment integrity tests (EIT) to determine if installed underground equipment
could be the source of the identified contamination
    
    Shell completes remediation of the site to a level suitable for continuation of
the current use prior to handover;
    
    Shell completes remediation of the site afterhandover to a level suitable for
continuation of the current usewith sufficient access provided by the new owner;
    
    The site is excluded from immediate disposal until Shell completes remediation
of the site handover to a level suitable for continuation of the current use; and/or
    
    The site is compartmentalized (this may involve sub-division or other
contractual agreements with the purchaser) to separate areas of High risk (e.g. off-site
plumes) from areas of lower risk, and these High risk areas must be dealt with as
described above.
 HOW:
 WHAT NEXT:




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
   = risk of SOURCE being present x risk of RECEPTOR being impacted
 Risk of a significant SOURCE being present is
represented by the Facility Index (FI)
    
    Risk of a sensitive RECEPTOR being impacted is
represented by Potential Consequence Index
(PCI)FI = probability of contamination
x severity of contamination
    
    PCI = probability of impacting a receptor
x sensitivity of the receptor
 Probability
(FIP
)
    
    Consequence
(FIC
)
    
    Probability
(PCIP
)
    
    Consequence
(PCIC
)How likely is
it that
    
    How severe is
the
    
    How likely is
it that a
    
    How severe is
thatthere is contamination
    
    contamination likely
    
    receptor is
    
    impact likely to beat the site?
    
    to be?
    
    impacted?
    
    (how sensitive is thereceptor)?The following risk
    
    The following risk
    
    The following risk
    
    The following riskfactors will be
    
    factors will be
    
    factors will be
    
    factors will beconsidered:
    
    considered:
    
    considered:
    
    considered:
    
    Pressure pipelines
(age & condition)
    
    
    
    Type of products
stored at site
    
    
    
    Depth to
groundwater
    
    
    
    Groundwater
quality & use
    
    UST /semi-buried
tank (age &
condition)
    
    
    
    Throughput
    
    
    
    Distance to
surface water
    
    
    
    Surface water
quality & use
    
    Historical losses
    
    
    
    
    
    
    
    Soil type
    
    
    
    Adjacent land use
    
    Contamination
    
    
    
    
    
    
    
    
    
    
    
    Reputation issues
    
    Failed equipment
  Question
    
    Responses for HIGH
Risk
    
    Responses for MED
Risk
    
    Responses for LOW
RiskFIP
  How
likely is it that there is contamination at the site?
    
    What is the age &
condition of any
pressure pipelines at the site
(including
in off-site
easements).
    
    
    
    Pressure pipeline is > 10
years old and has not
passed an integrity test in the last year
    
    
    
    Pressure
pipeline is > 10
years old but has passed an
integrity test in
the last year
    
     
    
    No pressure
pipelines Pressure
pipelines are
known to be in
good condition
    
    Pressure pipeline is known
to be in poor condition or
is not regularly inspected
    
    
    
    Pressure
pipeline is<10
years old
    
    Dont know
    
    What is the age &
condition of any
UST, or semi-buried
tank, and associated
pipework at the
site?
    
    
    
    Oldest UST is > 20 years
old and has not passed an
integrity test in the last 2 years
    
    
    
    Oldest UST is >
20 years old but
has passed an
integrity test in
the last 2 years
    
    
    
    No USTs
    
    Dont know
    
    
    
    Oldest UST is <
20 years
    
    Has any equipment
at the site failed an
    
    
    
    
    
    
    
    Yes  the
equipment was
    
    
    
    No  all
equipment has




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 integrity test in the
last 5 years?
(including tanks,
pipelines, drains
etc, and including
equipment which has
since been repaired
or replaced)
    
    
    
    
    
    
    
    repaired or is
still in use,
and was not
removed
    
    
    
    passed
integrity tests
    
    No 
integrity
tests have not
been done on
any equipment
    
    Yes  but
the equipment
was removed
during
replacement
    
    Dont know
    
    Is there any
history of
significant losses at
the site (e.g. known
LOC events, losses
from WSM etc)
    
    
    
    Yes  significant
losses in the past 5
years
    
    
    
    Yes  significant losses but
more than 5
years ago
    
    
    
    No
Dont know
    
    Yes  but
minor losses
only
    
    Is there any
reason to suspect
that soil or
groundwater at the
site, or off-site is
contaminated?
    
    
    
    Yes  environmental
testing has confirmed
presence of
contamination (at any
level)
    
    
    
    Yes  but
the
contamination
has previously
been cleaned up
    
    

    
    No

Dont know
    
    Yes  contamination
has been observed as
significant surface
staining or during other
civil works, or as
seepage after rain etc.
    
    Yes  unusual
product odours have been
noted which cannot be
explained by normal site
operations (e.g.
venting, deliveries etc)
    
    Yes  liquid and/or
solid wastes are known
to be have been disposed
on-site
    
    The site has
experienced earthquakes
in last 5 yearsFIC  How severe is the contamination likely to be?
    
    What type of
products are
currently stored at
the site or have
been stored at the site in the past?
    
    
    
    Any product with MTBE
Gasoline
Other
    
    
    
    Diesel /dieseline
/gasoil
Boatmix
Kerosene
    
    
    
    LPG
Waste oil /used
oilPacked products only
    
    Dont know
    
    
    
    Heating oil
    
    
    
    Dry site
    
    What is the
total annual
throughout at the
site?
    
    
    
    > 4000 kL
Dont Know (Dist /
Aviation)
    
    
    
    1000
4000 kL
Dont Know
(Retail)
    
    
    
    < 1000 kL
Dont Know
(Comm/Marine)PCIP How likely is it that a receptor is impacted?




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 
    
    What is the
depth to groundwater
at the site?
    
    
    
    < 5m
dont know
    
    
    
    5  15m
    
    
    
    > 15m
    
    What is the
distance to the
nearest surface
water body (e.g.
ocean, bay, harbour,
river, creek, lake
etc)
    
    
    
    < 100m
dont know
    
    
    
    100m  300m
    
    
    
    > 300m
    
    What is the main
soil type beneath
the site in the top
5m?
    
    
    
    Fractured rock
Sand / coastal
sediments
    
    
    
    Silt,
silty sands,
sandy silts etc
    
    
    
    Silty clay,
sandy clay
Clay
    
    Gravel / cobbles
    
    
    
    Clayey
sands etc
    
    
    
    Rock
(unfractured)
    
    Fill / imported fill
    
    Dont knowPCIC  How severe is that impact likely to be (how sensitive is the receptor)?
    
    What is the
quality of the
groundwater beneath
the site and what is
it currently used
for? (within 1000m
radius of site)
    
    
    
    Groundwater is
currently extracted for
some use (e.g. domestic
use, stock watering,
irrigation etc)
    
    
    
    Groundwater is
not currently
extracted but
it is of good
or reasonable
quality (i.e.
not saline).
    
    
    
    Groundwater
has no current
extractive use
and is of poor
quality (e.g.
saline).
    
    Dont know
    
    What is the
quality of the
surface water
closest to the site
and what is it
currently used for?
(within 500m radius
of site)
    
    
    
    Surface water is
currently used for
swimming, near shore
fishing or other
recreational, tourist or
food-based uses
    
    
    
    Surface
water is used
for boating
and aesthetic
values only
    
    
    
    Surface
water has no
specific use.
    
    Surface water is a

recognised sensitive
ecosystem (e.g. coral
reefs etc)
    
    
    
    Surface
water is used
for commercial
fishing
    
    Dont know
    
    What is the use
of the land adjacent
to the site (on all
four boundaries, or
immediately across
the adjacent roads)?
    
    
    
    Low rise residential
Dont know
    
    
    
    Recreational
park
School or
child care
    
    
    
    High rise
residential
Crops or
other farms,
including
market gardens
    
    Sensitive
cultural or
historical
sites
    
    
    
    Sensitive
habitats
Commercial
    
    Industrial
    
    Vacant land
    
    Open space 
no spec use
    
    With regard to
potential
reputational risks,
are there any
sensitivities
associated with the
site in terms of
local regulators,
media or the
community, or any
environmentally
related legal issues?
    
    
    
    Yes
    
    
    
    
    
    
    
    No
Dont know




---



##### 



Purchase and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises




---



##### 



Purchase and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 risk of SOURCE being present x risk of RECEPTOR being impacted
 RER is scored in a scale of 1  25 with 1 being lowest risk, and 25 being highest risk.
 HIGH risk is RER > 14; MED risk is 13 > RER > 4; LOW risk is RER < 5
 The scores are a function of FI and PCI as follows.
 5
 5
 10
 15
 20
 25
 
 4
 4
 8
 12
 16
 20
 
   3
 3
 6
 9
 12
 15
 
 2
 2
 4
 6
 8
 10
 
 1
 1
 2




---



##### 



Purchase and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Risk of a significant SOURCE being present is
    
    Risk of a sensitive RECEPTOR being impacted isrepresented by the Facility Index (FI)
    
    represented by the Potential Consequence Index (PCI)FI = probability of contamination (FIP)
    
    PCI = probability of impacting a receptorx severity of contamination (FIC)
    
    x sensitivity of the receptorFI is scored as 1, 2, 3, 4, 5, with 1 lowest risk, & 5
    
    PCI is scored as 1, 2, 3, 4, 5, with 1 lowest risk, & 5 highesthighest risk. The scores are a function of FIP and FIC
    
    risk. The scores are a function of PCI P andas follows.
    
    PCIC as follows.H
    
    
    
    
    
    
    
    H3
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    5FIC
    
    
    
    
    
    
    
    PCICM
    
    
    
    
    
    
    
    M2
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    34
    
    
    
    
    
    
    
    4L
    
    
    
    
    
    
    
    L1
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    3L
    
    
    
    
    
    
    
    LM
    
    
    
    
    
    
    
    MH
    
    
    
    
    
    
    
    HFIP
    
    
    
    
    
    PCIPProbability (FIP)
    
    Consequence (FIC)
    
    Probability (PCIP)
    
    
    
    
    
    Consequence (PCIC)




---



##### 



Purchase and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 How likely is it that there
    
    How severe is the
    
    
    
    How severe is that impact likelyis contamination at the
    
    contamination likely t
    
    How likely is it that a

    
    to be (how sensitive is thesite?
    
    be?
    
    receptor is impacted?
    
    receptor)?Each of 5 risk factors will be scored as H, M, L based on defined criteria (see Table x).
    
    Each of 2 risk factors will be scored as H, M, L based on defined criteria (see Table x).
    
    Each of 3 risk factors  will be scored as H, M, L based on defined criteria (see Table x).
    
    Each of 4 risk factors will be scored as H, M, L based on defined criteria (see Table x).FIP will be scored as H, M, L based on the following rules:
    
    FIP will be scored as H, M, L based on the following rules:
    
    PCIP will be scored as H, M, L based on the following rules:
    
    PCIC will be scored as H, M, L based on the following rules:   H for 2 risk factor
    
       H for 2 risk factor
    
       H for 2 risk factor
    
       H for any risk factormeans H for FIP
    
    means H for FIC
    
    means H for PCIP
    
    means H for PCIC   H for 1 risk factor
    
       H for 1 risk factor
    
       H for 1 risk factor
    
       M for any  riskmeans M for FIP
    
    means M for FIC
    
    means M for PCIC
    
    factors means M for PCIC   M for 3 or more risk
    
       M for 2  risk factor
    
       M for 2 or 3  risk
    
       L for all riskfactors means M for FIP
    
    means M for FIC
    
    factors means M for PCIP
    
    factors means L for PCIC   M for 1 or 2 risk
    
       M for 1 risk factors
    
       M for 1 risk factorsfactors means L for FIP
    
    means L for FIP
    
    means L for PCIP   L for all risk factors
    
       L for all risk
    
       L for all riskmeans L for FIP
    
    factors means L for FIC
    
    factors means L for PCIP




---



##### 



Purchase and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises




---



##### 



Purchase and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
  Facilities where at least one question in each of Group 1 AND 2 is answered true are reclassified as High.
  A
 
 
 B
 
 
 C
 
 
 none
 
 
 none
 a
 b




---



##### 



Purchase and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 If the answer to any question from Group 1 is Yes, AND the answer tany question in Group 2 is also Yes,
then the site will be scored as High.
 Group 1
    
    
    
    Group 2Probability of Contamination
    
    
    
    Probability of Impacting ReceptorA.
    
    Has had known losses or equipment failure reported
    
    a.
    
    Less than 100 m from surface waterB.
    
    Has USTs > 20 years of age and not passed integrity tests in
the last two years
    
    b.
    
    Less than 5m above groundwaterSensitivity of Receptor
    
    c.
    
    Less than 100m from groundwater extraction well (any
use)C.
    
    Is located where high value is placed on surface water or
groundwater
    
    d.
    
    Where any one or more of a, b or c are UNKNOWN




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
  RER (relative environmental risk)Risk of a significant SOURCE being present
    
    Risk of a sensitive RECEPTOR being impactedProbability (FIP)
   
    Consequence (FIC)
    
    Probability (PCIP)
    
    Consequence (PCIC)How likely is it that there
    
    
    
    
    
    How severe is that impactis contamination at the
    
    How severe is the
    
    How likely is it that a
    
    likely to be (how sensitivesite?
    
    contamination likely to be?
    
    receptor is impacted?
    
    is the receptor)?The following issues may be
considered to confirm Tier
1 risk ranking results:
    
    The following issues may be
considered to confirm Tier
1 risk ranking results:
    
    The following issues may be
considered to confirm Tier 1
risk ranking results:
    
    The following issues may be
considered to confirm Tier 1
risk ranking results:




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 RER (relative environmental risk)Risk of a significant SOURCE being present
    
    Risk of a sensitive RECEPTOR being impactedProbability (FIP)
   
    Consequence (FIC)
    
    Probability (PCIP)
    
    Consequence (PCIC)How likely is it that there
    
    
    
    
    
    How severe is that impactis contamination at the
    
    How severe is the
    
    How likely is it that a
    
    likely to be (how sensitivesite?
    
    contamination likely to be?
    
    receptor is impacted?
    
    is the receptor)?      Pressure pipelines
(age & condition) 
above ground
pipeline with no
observed losses,
line has full
automatic leak
detection systems,
line has recently
been repaired etc.    UST /semi-buried
tank (age &
condition) tank is
double walled with
interstitial monitors,
tank has automatic
tank gauging which
is known to be
operated
continuously,
recent soil and
groundwater testing
has shown no
concerns, tank has
been relined, tank
passed integrity
test > 2 yr ago but
has been
continuously
monitored since
etc.
    
        Type of
products
stored at site 
historical
product mix
has changed
etc    Throughput
historical
throughput
has
changed etc
    
    Depth to
groundwater 
groundwater
depth varies
seasonally,
groundwater is
confined etc    Distance to
surface water 
surface water
body is known
to be upstream
of site or not
connected to
groundwater
discharge from
beneath site etc
  Soil type 
soil type is
known to be
varied onsite or
heterogeneous,
preferential
pathways are
known to exist,
clay liners or
surface
pavements are
in use etc
    
    Groundwater
quality & use 
extraction wells are
known to be
upstream or
extracting from
deeper
unconnected
aquifer or too far
away to be of
concern,
groundwater
quality is known to
be very poor for
other reasons,
number of people
using ground-water
is known to be
minimal or only ad
hoc basis, wells
are known to be
out of use etc    Surface water
quality & use 
surface water body
is known to be well
flushed, uses are
known to be away
from potential
discharge points
etc    Historical losses 
losses are minor,
have already been
investigated etc.
  Contamination 
contamination has
already been
investigated or is
deemed minor or
insignificant
(include evidence
supporting this
judgement) etc
  Failed equipment 
failure was with
equipment unlikely
to cause significant
contamination,
already repaired or
remediated etc
remediated etc
    
    
    
    
    
    Adjacent land use
 adjacent
sensitive uses are
known to be
upstream or some
distance from likely
contamination
sources, testing
has confirmed no
off-site migration or
unlikely, presence
of surface
coverings, fences
or other
mechanisms would
limit potential
exposure, land use
restrictions etc    Reputation issues
 site specific
issues not
considered
relevant within
context of overall
deal etc




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
  Soil
    
    
    
    Ministry of Housing, Spatial
Planning and Environment,
Environmental Quality Objectives in
the Netherlands(2000) -
Intervention Levels
    
    World Health Organisation
(WHO) Guidelines for Drinking Water
Quality(2003)  where groundwater
is/may be extracted for drinking
water
    
    Ministry of Housing, Spatial
Planning and Environment,
Environmental Quality Objectives in
the Netherlands(2000) -
Intervention Levels
    
    Australian and New Zealand
Environment and Conservation Council
(ANZECC) and Agricultural and
Resource Management Council of
Australia and New Zealand (ARMCANZ)
Water Quality Guidelines for Fresh
and Marine Waters(2000)  for
compounds/water usage where
screening levels are not available
in the WHO GuidelinesManagement Planning
    
    Assessment and management planning
undertaken consistent with AOIEWG
and RBCA.
    
    Australian Oil Industry
Environmental Working Group (AOIEWG)
Guidelines for the Management of
Petroleum Hydrocarbon Impacted Land
(1999)  adaptation of Figure 3.1: Exposure Pathway Checklist
    
    Risk Based Corrective Action
(RBCA): American Society for Testing
and Materials (ASTM), November 1995.
Standard guide for risk-based
corrective action applied at
petroleum release sites.ASTM E
1739-95, West Conshohocken, PA.
 Exclusions
  1.
    
    equipment ownership is unclear2.
    
    site is owned by a third party suitable access to complete works is not granted3.
    
    sites that are exceptionally remote4.
    
    locations posing high safety or security risks for Shell or contractors




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Part B: Sites
 Site number
    
    Site Name444
    
    Clough Niugini Limited445
    
    Hornibrook NGI Ltd  POM446
    
    Andersons Foodland (Butchers Shop)  Madang447
    
    Associates Mills Ltd  Lae448
    
    Associates Mills Ltd  POM449
    
    Avis Rent a Car Limited  Hoskins450
    
    Bank of South Pacific  POM451
    
    Baptist International Mission452
    
    Barclays Bros (PNG) Ltd453
    
    Best Buy Super Market454
    
    Bismark Industries  Madang  Uligan455
    
    Bismark Industries  Silovuti456
    
    Brent Bino457
    
    British American Tobacco (PNG) Ltd459
    
    Catholic Diocese Wewak460
    
    Catholic Mission Arhdiocese  Madang461
    
    Catholic Mission Kiunga462
    
    Christian Light Training Centre463
    
    Coconut Products  Gunanur Plantation464
    
    Coconut Products  Taboona465
    
    Coconut Products  Tobi Mill466
    
    Coconut Products  Ulaveo467
    
    Coconut Products  Vunabang468
    
    Colorpak Pty Ltd469
    
    Concord Pacific Ltd470
    
    Curtain Brothers PNG Ltd  Kaivuna (Rabaul)471
    
    Curtain Brothers PNG Ltd  Raburua ( Kokopo)472
    
    DCA  Tokua Rabaul473
    
    Dekanai Construction LTD  Kundiawa474
    
    Dekanai Constructions LTD  Goroka475
    
    Dekanai Constructions LTD  Hagen476
    
    Dekanai Constructions LTD  Kundiawa




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Site number
    
    Site Name477
    
    Dekanai Constructions LTD  Lae478
    
    Dekanai Constructions LTD  Upulima479
    
    Delta Kikori Pty Ltd480
    
    Department of Works  Madnag481
    
    East New Britian Port Services482
    
    Garamut Enterprises (Sepik Coastal)483
    
    Garden Service Station484
    
    Garom Timber485
    
    Gazelle Restoration Authority486
    
    Guard Dog Security  Lae487
    
    Gum Trading488
    
    H.T.T.C489
    
    Hamamas Hotel490
    
    Hastings Deering (PNG) Ltd  Lae491
    
    Hastings Deering (PNG) Ltd  POM492
    
    Highlands Pacific493
    
    IBSA of PNG Incorporated  Shellcard494
    
    Ilimo Poultry Products Ltd495
    
    International Food Corp Ltd496
    
    John Talwart497
    
    Jomba Store498
    
    Kabuga Trading499
    
    Kiripia Catholic Church500
    
    Kiunga fuel Distributors Limited501
    
    Koibuga Services Station502
    
    Kokopo Village Resort Rabaul503
    
    Lamana Motel Ltd504
    
    M & C Seeto  Rabaul505
    
    Macoes (PNG) Limited506
    
    Madang Country Club Inc507
    
    Madang Timbers Ltd  Erima (Madang)508
    
    Madang Timbers Ltd  Madang509
    
    Madang Timbers Ltd  Sogeram (Madang)510
    
    Metals Refining Operations Ltd511
    
    Moore Business Systems Ltd




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Site number
    
    Site Name512
    
    Mountain Fuel Freigthers Ltd  Lae513
    
    Mountain Fuel Freigthers Ltd  Mt Hagen514
    
    National Capital District Commission515
    
    NG Island Produce516
    
    Ningerum Transport Ltd517
    
    Niolam Security Takubar- Rabaul518
    
    North Fly Rubber Ltd519
    
    O.K. Corporation520
    
    OPIC Bialla521
    
    OPIC Nahavio522
    
    Pacific Industries  Rabaul523
    
    Pacific Wood contractor524
    
    Papindo  Takubar (Rabaul)525
    
    Paul Pupu526
    
    Placer PNG Ltd527
    
    PNG Coconut Commodities Ltd528
    
    PNG Maritaime College529
    
    PNG University of Technology530
    
    PNGCC531
    
    Port Moresby Transport Ltd532
    
    Progress Ltd533
    
    Protect Security & Communication Ltd534
    
    R. Imaroto535
    
    Ramu Sugar Limited  Leron536
    
    Ramu Sugar Limited  Gusap537
    
    Ramu Sugar Limited  Gusap Downs538
    
    Ravalley Transport  Ramale, Rabaul539
    
    RD Fishing  Madang Cannery540
    
    RD Fishing  Vidar541
    
    Rumion Pty Ltd542
    
    Shorncliffe (PNG) Ltd  Nazab543
    
    Shorncliffe (PNG) Ltd Highlands  Mt Hagen544
    
    Shorncliffe (PNG) Ltd (Takubar) Rabaul545
    
    Shorncliffe (PNG) Ltd (Warongoi) Rabaul546
    
    So Tech Engineering  Takubar (Rabaul)547
    
    South Pacific Brewery Ltd Lae




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Site number
    
    Site Name548
    
    SPI (208) Limited549
    
    Starwest Construction Ltd550
    
    Sunrise Group of Companies551
    
    Swiss Mission552
    
    Talita Service Station553
    
    Tanam Store554
    
    Tavilo Timbers555
    
    Togoba Service Station556
    
    Tokua Plantation  Rainau, Rabaul557
    
    Tolukuma Goldmines Limited  Camp 38558
    
    Tropicana559
    
    Voco Point Trading Ltd  Voco Point560
    
    Voco Point Trading Ltd  Market Shop561
    
    W R Carpenters562
    
    Wadau Service Station563
    
    Wamp Nga Holdings Limited -Mt Hagen (Kiminiga Lodge)564
    
    Wamp Nga Holdings Limited  Petrohaul (Lae)565
    
    Andersons Foodland Kokopoo566
    
    Atlas Steel Ltd567
    
    Avis Rent a Car Limited  POM568
    
    Curtain Brothers PNG Ltd  Motukea569
    
    Dekenai Constructions Ltd  POM570
    
    Douglas Properties571
    
    Downer Construction PNG Ltd (Now Omni)572
    
    Hebou Constructions Ltd573
    
    Hohola Supermaket Limited574
    
    Hugo Canning Company Ltd575
    
    J D Hayes Ltd576
    
    Lings Freezer  Rabaul577
    
    Loloata Island Resort Ltd578
    
    Nings Agencies579
    
    Northern District Sawmilling580
    
    Port Moresby Golf Club inc581
    
    Rouna Quarries582
    
    South Pacific Brewery Ltd  POM




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Site number
    
    Site Name583
    
    Spic-N-Span Ltd584
    
    TNT Air Cargo585
    
    Tolukuma Goldmines Limited  Tolukuma Minesite586
    
    Woo Textiles587
    
    ACHU (FANGALAVA) Kavieng588
    
    Armsec589
    
    Coconut Oil Production Madang591
    
    District Administration Residence Namatanai592
    
    East West593
    
    Fisoa Technical School594
    
    GFI Lae595
    
    Gazelle Restoration Authority Rabaul596
    
    Higlands Kainantu Ltd Ramu597
    
    Huris Namatanai598
    
    John Palang Rabaul599
    
    Kavieng Power House600
    
    Konos Sub District New -Ireland601
    
    Kulau Lodge Beach Resort Rabaul603
    
    Mungop High School Kavieng604
    
    Namatanai Thermal605
    
    Plant and Transport Pool Kavieng606
    
    RD Canning Factory Madang607
    
    Smugglers Inn Madang608
    
    Sohun Hydro Power Station Namatanai609
    
    Spirit of Kokopo Rabaul610
    
    Steamships (Port services) Kavieng611
    
    Unitech Lae612
    
    Works and Supply (PTB) Madang613
    
    Works Department Transport Pool Namatanai614
    
    Works Dept Laydown /Storage yard Kavieng615
    
    Air Nuigini (Ground Transport)616
    
    Bomana Pumping Station (Water Supply)617
    
    Cameron Cousins618
    
    Goodman Fielder International619
    
    Hari Pty Ltd




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Site number
    
    Site Name620
    
    Hideaway Hotel622
    
    Omni Limited623
    
    TGM624
    
    Curtain Brothers Dockyard625
    
    Mis Trading Ltd  Sagalau (Madang)626
    
    Tavilo Timber  Keravat, Rabaul627
    
    Kiunga Stevedoring Co  Kiunga628
    
    Tabubil  Tabubil (Western Province)629
    
    Kiunga  Kiunga (Western Province)630
    
    SHELL POKAPIN  Lorengau (Manus Province)684
    
    Wewak Terminal695
    
    Port Moresby Yacht Club696
    
    RD Canning  Vidar Plantation Madang753
    
    SHELL AQ754
    
    SHELL BADILI  Hubert Murray Hway, Badili (National
Capital District)755
    
    SHELL BOROKO  Hubert Murray Hway, Boroko (National
Capital District)756
    
    SHELL BUGANDI  Highlands Highway, Lae (Morobe Province)757
    
    SHELL CORONATION  Coronation Drive, Lae (Morobe Province)758
    
    SHELL ELA HAGEN  Highlands Hway, Mt Hagen (Western
Highlands Province)759
    
    SHELL FANIUFA  Highlands Hway, Goroka (Eastern Highlands
Province)760
    
    SHELL GATEWAY  Hubert Murray Hway, Jacksons Airport
(National Capital District)761
    
    SHELL GEREHU  Hubert Murray Hway, Gerehu Airport
(National Capital District)762
    
    SHELL GORDONS  Hubert Murray Hway, Gordons (National
Capital District)763
    
    SHELL GOROKA764
    
    SHELL HIGHLANDER  Highlands Hway, Mt Hagen (Western
Highlands Province)765
    
    SHELL HOHOLA  Hubert Murray Hway, Hohola (National
Capital District)766
    
    SHELL KAINANTU  Highlands Hway, Kainantu (Eastern
Highlands Province)767
    
    SHELL KIMBE  Kimbe (West New Britian Province)




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Site number
    
    Site Name768
    
    SHELL KONEDOBU  Hubert Murray Hway, Konedobu (National
Capital District)769
    
    SHELL MADANG (SEA BREEZE)  Modilon Road, Madang (Madang
Province)770
    
    SHELL MANU  Gavamani Road, Korobosea (National Capital
District)771
    
    SHELL PIUNDE  Highlands Hway, Kundiawa (Simbu Province)772
    
    SHELL TALINA  Williams Road, Kokopo (East New Britian
Province)773
    
    SHELL WAIGANI  Waigani Drive, Waigani Drive (National
Capital District)774
    
    SHELL AITABU775
    
    SHELL BUMAYONG  Bumayong Road, Bumayong, Lae (Morobe
Province)776
    
    SHELL LEONG MANG777
    
    SHELL LONIU BRIDGE778
    
    SHELL NAVUNARAM779
    
    SHELL NEW CAMP  Bulolo (Morobe Province)780
    
    SHELL OMORONG  Williams Road, Kokopo (East New Britian
Province)781
    
    SHELL REGENT  Kavieng (New Ireland Province)782
    
    SHELL WAMPS DRIVEWAY783
    
    Kwikila  Magi Highway, Kwikila (Central Province)784
    
    Gazelle Service Station  Sulphur Creek Road, Rabaul (East
New Britian Province)785
    
    Dobel  Highlands Hway, Mt Hagen (Western Highlands
Province)786
    
    Ela Madang  Madang (Madang Province)787
    
    Ela Haus Bensin  Modilon Road, Madang (Madang Province)788
    
    WNB  Kimbe (West New Britian Province)789
    
    Amala Service Station831
    
    Idubada Terminal832
    
    Kavieng Terminal833
    
    Kimbe Terminal835
    
    Lae Terminal839
    
    Lorengau Depot (Manus Is)840
    
    Madang Terminal




---



##### 



Purchase
and Sale Agreement
 (Schedule 8  Environmental assessment program for
Premises
 Site number
    
    Site Name842
    
    Mt Hagen Depot847
    
    Rabaul Terminal857
    
    Goroka Depot858
    
    Kainantu Depot859
    
    Taraka Service Station861
    
    Buka862
    
    Hoskins863
    
    Kagamagu864
    
    Kerema865
    
    Kavieng866
    
    Madang867
    
    Tabubil868
    
    Tokua869
    
    Wewak870
    
    Kiunga872
    
    Nazdab (Lae)873
    
    Tolokuma Airport




---



##### 



Purchase
and Sale Agreement
 (Schedule 9  Branding and Debranding program
 Schedule 9
 Debranding and Rebranding Program
    Acrylics: (physical signage) and pumps:-
    
    Labour costs to be shares, including travel and accommodation-
    
    New Signage / hardware to be the Purchasers accountPlant / Livery:-
    
    Labour costs to be shared, including travel and accommodation-
    
    Paint*
    
    undercoat to be to the Vendors account*
    
    overcoat / new colours to be the Purchasers account




---



##### 



Purchase
and Sale Agreement
 (Schedule 10  Economic Return
 Schedule 10




---



##### 



Purchase and Sale Agreement
 Executed
  Signed Shell Overseas Holdings
Limited
 /s/ Ann Darioli
    
    
    
    /s/ Peter John WestonWitness Signature
    
    
    
    Attorney SignatureAnn Darioli
    
    
    
    Peter John WestonPrint Name
    
    
    
    Print Name
 Executed InterOil Products Limited
 /s/ Christian Vinson
    
    
    
    /s/ Peter DiezmanDirector Signature
    
    
    
    Director/Secretary SignatureChristian Vinson
    
    
    
    Peter DiezmanPrint Name
    
    
    
    Print Name
 Signed InterOil Products Limited
 Witness Signature
    
    
    
    Attorney SignaturePrint Name
    
    
    
    Print Name