**SECURITIES
      PURCHASE AGREEMENT**


**(Signature
      Page)**




American
      Petro-Hunter Inc.


Pacific
      Centre, Suite 3000, P.O. Box 10024


700
      West
      Georgia Street, Vancouver, BC


Canada
      V7Y 1A1





Ladies
      & Gentlemen:





The
      undersigned (the “Investor”), hereby confirms its agreement with you as
      follows:





1 .  This
      Securities Purchase Agreement, including the Terms and Conditions set forth
      in Annex
      I (the
      "Terms and Conditions"), the Risk Factors set forth in Annex
      II (the
      "Risk Factors"), and exhibits, which are all attached hereto and incorporated
      herein by reference as if fully set forth herein (the “Agreement”), is made as
      of the date set forth below between American Petro-Hunter Inc., a Nevada
      corporation (the “Company”), and the Investor.





2 .  The
      Company has authorized the sale and issuance of up to 800,000 Units of the
      Company securities to certain investors in a private placement (the “Offering”).
      Each Unit consists of 1 share of common stock of the Company, par value $0.001
      per share of the Company (the "Shares") and warrants in the form attached hereto
      as Exhibit B (the “Warrants”) exercisable to purchase 1 share of common stock of
      the Company at an exercise price of $0.15 per share and in accordance with
      the
      terms set forth in the Warrants.




3.  Pursuant
      to the Terms and Conditions, the Company and the Investor agree that the
      Investor will purchase from the Company and the Company will issue and sell
      to
      the Investor _____________ Units, for a purchase price of $0.05 per Unit, for
      an
      aggregate purchase price of $____________, consisting of _____________ Shares
      and _________ Warrants to purchase shares of common stock of the Company. Unless
      otherwise requested by the Investor, certificates representing the Common Stock
      purchased by the Investor will be registered in the Investor’s name and address
      as set forth below.





4.  The
      Investor represents that, except as set forth below, (a) it has had no position,
      office or other material relationship within the past three years with the
      Company or persons known to it to be affiliates of the Company, (b) neither
      it,
      nor any group of which it is a member or to which it is related, beneficially
      owns (including the right to acquire or vote) any securities of the Company
      and
      (c) it has no direct or indirect affiliation or association with any NASD member
      as of the date hereof. Exceptions:





__________________________________________________________________________________________________________________________________________





(If
      no
      exceptions, write “none.” If left blank, response will be deemed to be
“none.”)





Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing in the space provided below for that purpose. By executing this
      Agreement, you acknowledge that the Company may use the information in paragraph
      4 above and the name and address information below in preparation of the
      Registration Statement (as defined in Annex 1).




Date:
                  ______, 2007
              Investor:
                  ___________________________________________________
              By:
                  _________________________________________
              Print
                  Name:_________________________________________
              Title:_________________________________Address:
                  _________________________________
                  ________________________________________Tax
                  ID No.: _________________________________Contact
                  name: _________________________________Telephone:
                  _________________________________




AGREED
      AND ACCEPTED :


AMERICAN
      PETRO-HUNTER INC.





By:


Patrick
      McGowan, President




-1-


**ANNEX
      I**





**TERMS
      AND CONDITIONS FOR PURCHASE OF SHARES**





***Investment
      in the Company involves a high degree of risk. Each Investor should carefully
      consider the risk factors set forth in*** ***Annex
      II*** ***in addition to the other information set forth in this*** ***Annex
      I*** ***before purchasing shares of the Company's Common
      Stock.***





1.  Authorization
      and Sale of the Shares .
      Subject
      to these Terms and Conditions, the Company has authorized the sale of up to
      800,000 units of the Company securities to certain investors in a private
      placement (the “Offering”). Each unit consists of 1 share of common stock of the
      Company, par value $0.001 per share of the Company (the “Shares”), and warrants
      (the “Warrants”) exercisable to purchase 1 share of common stock of the Company
      at an exercise price of $0.15 per share and in accordance with the terms set
      forth in the Warrants (“Shares” and “Warrant,” collectively, a “Unit”). The
      Company reserves the right to increase or decrease this number.




2.  Agreement
      to Sell and Purchase the Units .





2.1 At
        each
        Closing (as defined in Section 3 of this Annex
        I ),
        the
        Company will sell to the Investor, and the Investor will purchase from the
        Company, upon the terms and conditions hereinafter set forth, the number
        of
        Units, if applicable, set forth in Section 3 of the Signature Page to the
        Securities Purchase Agreement at the purchase price set forth thereon.





2.2 The
        Company may enter into the same form of Securities Purchase Agreement
        ("Agreements"), including these Terms and Conditions, with certain other
        investors (the “Other Investors”) and expects to complete sales of Units to
        them. The Investor and the Other Investors are hereinafter sometimes
        collectively referred to as the “Investors.”





3 .  Delivery
      of the Shares at Closing .
      The
      completion of the purchase and sale of the Units (the “Closing”) shall occur at
      the offices of the Company’s counsel upon receipt of cleared funds and fully
      executed documents for the purchase of the Units on each date set by the
      Company, provided that a closing shall occur no later than March 31, 2007,
      which
      date may be extended by the Company at the sole discretion of the Company for
      a
      period of thirty (30) days. Within seven (7) days after each Closing, the
      Company shall deliver to the Investor one or more stock certificates
      representing the number of Shares and a Warrant representing the number of
      shares of common stock as set forth in Section 3 of the Signature Page to the
      Securities Purchase Agreement, each such certificate, certificates or warrant
      to
      be registered in the name of the Investor, as set forth in Section 3 of the
      Signature Page to the Securities Purchase Agreement.





The
      Company’s obligation to issue the Shares and Warrant to the Investor shall be
      subject to the following conditions, any one or more of which may be waived
      by
      the Company: (a) receipt by the Company of a certified or official bank check
      or
      wire transfer of funds in the full amount of the purchase price for the Units
      being purchased hereunder as set forth in Section 3 of Signature Page to the
      Securities Purchase Agreement; and (b) the accuracy of the representations
      and
      warranties made by the Investors and the fulfillment of those undertakings
      of
      the Investors to be fulfilled prior to the Closing.





The
      Investor’s obligation to purchase the Units shall be subject to the following
      conditions, any one or more of which may be waived by the Investor: (1) the
      representations and warranties of the Company set forth herein shall be true
      and
      correct as of the Closing Date in all material respects and (2) the Investor
      shall have received such documents as such Investor shall reasonably have
      requested in connection with its due diligence.





4 .  Representations,
      Warranties and Covenants of the Company .
      The
      Company hereby represents and warrants to, and covenants with, the Investor,
      as
      follows:





4.1 Organization .
        The
        Company is duly organized and validly existing in good standing under the
        laws
        of the jurisdiction of its organization. The Company has full power and
        authority to own, operate and occupy its properties and to conduct its business
        as presently contemplated and is registered or qualified to do business and
        in
        good standing in each jurisdiction in which the nature of the business conducted
        by it or the location of the properties owned or leased by it requires such
        qualification and where the failure to be so qualified would have a material
        adverse effect upon the condition (financial or otherwise), earnings, business
        or business prospects, properties or operations of the Company (a “Material
        Adverse Effect”), and no proceeding has been instituted in any such
        jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit
        or
        curtail, such power and authority or qualification.





-2-


4.2 Due
          Authorization and Valid Issuance .
          The
          Company has all requisite power and authority to execute, deliver and perform
          its obligations under the Agreement, and the Agreement has been duly authorized
          and validly executed and delivered by the Company and constitute legal,
          valid
          and binding agreement of the Company enforceable against the Company in
          accordance with their terms, except as rights to indemnity and contribution
          may
          be limited by state or federal securities laws or the public policy underlying
          such laws, except as enforceability may be limited by applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting creditors’ and
          contracting parties’ rights generally and except as enforceability may be
          subject to general principles of equity (regardless of whether such
          enforceability is considered in a proceeding in equity or at law). No further
          approval or authorization of any stockholder, the Board of Directors of
          the
          Company or others is required for the issuance and sale of the Units. The
          Shares
          and the shares of Common Stock of the Company issuable upon exercise of
          the
          Warrants (the “Warrant Shares”) being purchased by the Investor hereunder will,
          upon issuance and payment therefore pursuant to the terms hereof, be duly
          authorized, validly issued, fully-paid and nonassessable.





4.3 Non-Contravention .
        The
        execution and delivery of the Agreement, the issuance and sale of the Units
        under the Agreement, the fulfillment of the terms of the Agreement and the
        consummation of the transactions contemplated thereby will not (A) conflict
        with
        or constitute a violation of, or default under, (i) any material bond,
        debenture, note or other evidence of indebtedness, lease, contract, indenture,
        mortgage, deed of trust, loan agreement, joint venture or other agreement
        or
        instrument to which the Company is a party or by which it or its properties
        are
        bound, (ii) the charter, by-laws or other organizational documents of the
        Company, or (iii) any law, administrative regulation, ordinance or order
        of any
        court or governmental agency, arbitration panel or authority applicable to
        the
        Company or its properties, except in the case of clauses (i) and (iii) for
        any
        such conflicts, violations or defaults which are not reasonably likely to
        have a
        Material Adverse Effect or (B) result in the creation or imposition of any
        lien,
        encumbrance, claim, security interest or restriction whatsoever upon any
        of the
        material properties or assets of the Company or an acceleration of indebtedness
        pursuant to any obligation, agreement or condition contained in any material
        bond, debenture, note or any other evidence of indebtedness or any material
        indenture, mortgage, deed of trust or any other agreement or instrument to
        which
        the Company is a party or by which any of them is bound or to which any of
        the
        material property or assets of the Company is subject.




4.4 Capitalization .
        As of
        November 9, 2006 there were 8,265,019 shares of the Company's common stock
        issued and outstanding. The Company has no other securities outstanding and
        the
        Company has not issued any capital stock since that date. Except as set forth
        herein or contemplated by documents filed by the Company with the Securities
        and
        Exchange Commission (the "SEC") under the Securities Exchange Act of 1934
        (the
        "Exchange Act"), since the end of its most recently completed fiscal year
        through the date hereof (the Exchange Act Documents), there are no other
        outstanding rights (including, without limitation, preemptive rights), warrants
        or options to acquire, or instruments convertible into or exchangeable for,
        any
        unissued shares of capital stock or other equity interest in the Company
        or any
        contract, commitment, agreement, understanding or arrangement of any kind
        to
        which the Company is a party or of which the Company has knowledge and relating
        to the issuance or sale of any capital stock of the Company, any such
        convertible or exchangeable securities or any such rights, warrants or options.





4.5 Legal
        Proceedings .
        There
        is no material legal or governmental proceeding pending or, to the knowledge
        of
        the Company, threatened to which the Company is or may be a party or of which
        the business or property of the Company is subject that is not disclosed
        in the
        Exchange Act Documents.





4.6 No
        Violations .
        The
        Company is not in violation of its charter, bylaws, or other organizational
        document, or in violation of any law, administrative regulation, ordinance
        or
        order of any court or governmental agency, arbitration panel or authority
        applicable to the Company, which violation, individually or in the aggregate,
        would be reasonably likely to have a Material Adverse Effect, or is in default
        (and there exists no condition which, with the passage of time or otherwise,
        would constitute a default) in any material respect in the performance of
        any
        bond, debenture, note or any other evidence of indebtedness in any indenture,
        mortgage, deed of trust or any other material agreement or instrument to
        which
        the Company is a party or by which the Company is bound or by which the
        properties of the Company are bound, which would be reasonably likely to
        have a
        Material Adverse Effect.





-3-


5 .  Representations,
      Warranties and Covenants of the Investor .





5.1 The
        Investor represents and warrants to, and covenants with, the Company that:
        (i)
        the Investor is an “accredited investor” as defined in Rule 501 of Regulation D
        under the Securities Act and the Investor is also knowledgeable, sophisticated
        and experienced in making, and is qualified to make decisions with respect
        to
        investments in shares presenting an investment decision like that involved
        in
        the purchase of the Units, including investments in securities issued by
        the
        Company and investments in comparable companies, and has requested, received,
        reviewed and considered all information it deemed relevant in making an informed
        decision to purchase the Units; (ii) ) the Investor has carefully read and
        fully
        understands the risks involved with an investment in the Company including,
        without limitation, the risks identified on Annex
        II, attached
        hereto, (iii) the Investor is acquiring the number of Units set forth in
        Section
        3 of the Signature Page to the Securities Purchase Agreement in the ordinary
        course of its business and for its own account for investment only and with
        no
        present intention of distributing any of such Units or any arrangement or
        understanding with any other persons regarding the distribution of such Units;
        (iv) the Investor will not, directly or indirectly, offer, sell, pledge,
        transfer or otherwise dispose of (or solicit any offers to buy, purchase
        or
        otherwise acquire or take a pledge of) any of the Units except in compliance
        with the Securities Act, applicable state securities laws and the respective
        rules and regulations promulgated thereunder; (v) all of the representations
        made by the Investor are true, correct and complete as of the date hereof
        and
        will be true, correct and complete as of the Closing Date; (vi) the Investor
        will notify the Company immediately of any change in any of such information
        until such time as the Investor has sold all of its Shares or Warrant Shares
        or
        until the Company is no longer required to keep the Registration Statement
        effective; and (vii) the Investor has, in connection with its decision to
        purchase the number of Units set forth in Section 3 of the Signature Page
        to the
        Securities Purchase Agreement, relied only upon the Exchange Act Documents
        and
        the representations and warranties of the Company contained herein. The Investor
        understands that its acquisition of the Units, Shares and Warrant Shares
        has not
        been registered under the Securities Act or registered or qualified under
        any
        state securities law in reliance on specific exemptions therefrom, which
        exemptions may depend upon, among other things, the bona fide nature of the
        Investor’s investment intent as expressed herein. There are no suits, pending
        litigation, or claims against the undersigned that could materially affect
        the
        net worth of the Investor.





5.2 The
        Investor acknowledges that it has had access to the Exchange Act Documents
        and
        has carefully reviewed the same. The Investor further acknowledges that the
        Company has made available to it the opportunity to ask questions of and
        receive
        answers from the Company's officers and directors concerning the terms and
        conditions of this Agreement and the business and financial condition of
        the
        Company, and the Investor has received to its satisfaction, such information
        about the business and financial condition of the Company and the terms and
        conditions of the Agreement as it has requested. The Investor has carefully
        considered the potential risks relating to the Company and a purchase of
        the
        Units, and fully understands that the Units are speculative investments,
        which
        involve a high degree of risk of loss of the Investor’s entire investment. Among
        others, the undersigned has carefully considered each of the risks identified
        under the caption “Risk Factors” in the Exchange Act Documents and Annex
        II.





5.3 The
        Investor acknowledges, represents and agrees that no action has been or will
        be
        taken in any jurisdiction outside the United States by the Company that would
        permit an offering of the Units, or possession or distribution of offering
        materials in connection with the issuance of the Units, in any jurisdiction
        outside the United States where legal action by the Company for that purpose
        is
        required. Each Investor outside the United States will comply with all
        applicable laws and regulations in each foreign jurisdiction in which it
        purchases, offers, sells or delivers Units, Shares, Warrants or Warrant Shares
        or has in its possession or distributes any offering material, in all cases
        at
        its own expense.





5.4 The
        Investor hereby covenants with the Company not to make any sale of the Units,
        Shares, Warrants or Warrant Shares without complying with the provisions
        of this
        Agreement and without causing the prospectus delivery requirement under the
        Securities Act to be satisfied, and the Investor acknowledges that the
        certificates evidencing the Shares will be imprinted with a legend that
        prohibits their transfer except in accordance therewith. The Investor
        acknowledges that there may occasionally be times when the Company determines
        that it must suspend the use of the Prospectus forming a part of the
        Registration Statement, as set forth in Section 6.2(c). The undersigned is
        aware
        that, in such event, the Shares and Warrant Shares will not be subject to
        ready
        liquidation, and that any Shares and Warrant Shares purchased by the undersigned
        would have to be held during such suspension. The overall commitment of the
        Investor to investments, which are not readily marketable, is not excessive
        in
        view of the Investor’s net worth and financial circumstances, and any purchase
        of the Units will not cause such commitment to become excessive. The Investor
        is
        able to bear the economic risk of an investment in the Units.





-4-


5.5 The
          Investor further represents and warrants to, and covenants with, the Company
          that (i) the Investor has full right, power, authority and capacity to
          enter
          into this Agreement and to consummate the transactions contemplated hereby
          and
          has taken all necessary action to authorize the execution, delivery and
          performance of this Agreement, and (ii) this Agreement constitutes a valid
          and
          binding obligation of the Investor enforceable against the Investor in
          accordance with its terms, except as enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
          creditors’ and contracting parties’ rights generally and except as
          enforceability may be subject to general principles of equity (regardless
          of
          whether such enforceability is considered in a proceeding in equity or
          at law)
          and except as the indemnification agreements of the Investors herein may
          be
          legally unenforceable.





5.6 Investor
        will not use any of the restricted Shares or Warrant Shares acquired pursuant
        to
        this Agreement to cover any short position in the Common Stock of the Company
        if
        doing so would be in violation of applicable securities laws.





5.6 The
        Investor understands that nothing in the Exchange Act Documents, this Agreement
        or any other materials presented to the Investor in connection with the purchase
        and sale of the Units constitutes legal, tax or investment advice. The Investor
        has consulted such legal, tax and investment advisors, as it, in its sole
        discretion, has deemed necessary or appropriate in connection with its purchase
        of the Units.





6.  Registration
      of the Shares and Warrant Shares; Compliance with the Securities
      Act .




6.1
            Registration
                Procedures and Other Matters.
                The Company shall:





( a )  subject
      to receipt of necessary information from the Investors after prompt request
      from
      the Company to the Investors to provide such information, prepare within ninety
      (90) days and file with the SEC a registration statement on Form SB-2 (the
      “Registration Statement”) to enable the resale of the Shares and Warrant Shares
      by the Investors from time to time;





(b)  use
      its
      commercially reasonable efforts, subject to receipt of necessary information
      from the Investors after prompt request from the Company to the Investors to
      provide such information, to cause the Registration Statement to become
      effective within 90 days after the Registration Statement is filed by the
      Company such efforts to include, without limiting the generality of the
      foregoing, preparing and filing with the SEC any financial statements that
      are
      required to be filed prior to the effectiveness of such Registration
      Statement;





(c)  use
      its
      commercially reasonable efforts to prepare and file with the SEC such amendments
      and supplements to the Registration Statement and the Prospectus used in
      connection therewith as may be necessary to keep the Registration Statement
      current, effective and free from any material misstatement or omission to state
      a material fact for a period not exceeding, with respect to each Investor’s
      Shares and Warrant Shares purchased hereunder, the earlier of (i) the second
      anniversary of the Closing Date, (ii) the date on which the Investor may sell
      all Shares and Warrant Shares then held by the Investor without restriction
      by
      the volume limitations of Rule 144(e) of the Securities Act, or (iii) such
      time
      as all Shares and Warrant Shares purchased by such Investor in this Offering
      have been sold pursuant to a registration statement or exemption from
      registration;





(d)  furnish
      to the Investor with respect to the Shares and Warrant Shares registered under
      the Registration Statement such number of copies of the Registration Statement,
      Prospectuses and Preliminary Prospectuses in conformity with the requirements
      of
      the Securities Act and such other documents as the Investor may reasonably
      request, in order to facilitate the public sale or other disposition of all
      or
      any of the Shares by the Investor; provided, however, that the obligation of
      the
      Company to deliver copies of Prospectuses or Preliminary Prospectuses to the
      Investor shall be subject to the receipt by the Company of reasonable assurances
      from the Investor that the Investor will comply with the applicable provisions
      of the Securities Act and of such other securities or blue sky laws as may
      be
      applicable in connection with any use of such Prospectuses or Preliminary
      Prospectuses;




-5-





(e)  file
      documents required of the Company for normal blue sky clearance in states
      specified in writing by the Investor and use its commercially reasonable efforts
      to maintain such blue sky qualifications during the period the Company is
      required to maintain the effectiveness of the Registration Statement pursuant
      to
      Section 6.1(c); provided, however, that the Company shall not be required to
      qualify to do business or consent to service of process in any jurisdiction
      in
      which it is not now so qualified or has not so consented;





(f)  bear
      all
      expenses in connection with the procedures in paragraph (a) through (e) of
      this
      Section 6.1 and the registration of the Shares and Warrant Shares pursuant
      to
      the Registration Statement; and





(g)  advise
      the Investor, promptly after it shall receive notice or obtain knowledge of
      the
      issuance of any stop order by the SEC delaying or suspending the effectiveness
      of the Registration Statement or of the initiation or threat of any proceeding
      for that purpose; and it will promptly use its commercially reasonable efforts
      to prevent the issuance of any stop order or to obtain its withdrawal at the
      earliest possible moment if such stop order should be issued.





Notwithstanding
      anything to the contrary herein, the Company shall only be obligated to register
      the Shares and Warrant Shares on the Registration Statement. In no event at
      any
      time before the Registration Statement becomes effective with respect to the
      Shares and Warrant Shares shall the Company publicly announce or file any other
      registration statement, other than registrations on Form S-8, without the prior
      written consent of a majority in interest of the Investors.





The
      Company understands that the Investor disclaims being an underwriter, but the
      Investor being deemed an underwriter by the SEC shall not relieve the Company
      of
      any obligations it has hereunder; provided , however that if
      the Company receives notification from the SEC that the Investor is deemed
      an
      underwriter, then the period by which the Company is obligated to submit an
      acceleration request to the SEC shall be extended to the earlier of (i) the
      90th
      day after such SEC notification, or (ii) 120 days after the initial filing
      of
      the Registration Statement with the SEC.





6. 2  Transfer
      of Shares and Warrant Shares after Registration; Suspension .





( a )  The
      Investor agrees that it will not effect any disposition of the Shares or Warrant
      Shares or its right to purchase the Shares or Warrant Shares that would
      constitute a sale within the meaning of the Securities Act except as
      contemplated in the Registration Statement referred to in Section 6.1 and as
      described below or as otherwise permitted by law, and that it will promptly
      notify the Company of any changes in the information set forth in the
      Registration Statement regarding the Investor or its plan of
      distribution.





( b )  Except
      in
      the event that paragraph (c) below applies, the Company shall (i) if deemed
      necessary by the Company, prepare and file from time to time with the SEC a
      post-effective amendment to the Registration Statement or a supplement to the
      related Prospectus or a supplement or amendment to any document incorporated
      therein by reference or file any other required document so that such
      Registration Statement will not contain an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, and so that, as thereafter delivered
      to purchasers of the Shares and Warrant Shares being sold thereunder, such
      Prospectus will not contain an untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading; (ii) provide the Investor copies of any documents filed pursuant
      to Section 6.2(b)(i); and (iii) inform each Investor that the Company has
      complied with its obligations in Section 6.2(b)(i) (or that, if the Company
      has
      filed a post-effective amendment to the Registration Statement which has not
      yet
      been declared effective, the Company will notify the Investor to that effect,
      will use its commercially reasonable efforts to secure the effectiveness of
      such
      post-effective amendment as promptly as possible and will promptly notify the
      Investor pursuant to Section 6.2(b)(i) hereof when the amendment has become
      effective).




-6-





(c)  Subject
      to paragraph (d) below, in the event (i) of any request by the SEC or any other
      federal or state governmental authority during the period of effectiveness
      of
      the Registration Statement for amendments or supplements to a Registration
      Statement or related Prospectus or for additional information; (ii) of the
      issuance by the SEC or any other federal or state governmental authority of
      any
      stop order suspending the effectiveness of a Registration Statement or the
      initiation of any proceedings for that purpose; (iii) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      or exemption from qualification of any of the Shares or Warrant Shares for
      sale
      in any jurisdiction or the initiation or threatening of any proceeding for
      such
      purpose; or (iv) of any event or circumstance which, upon the advice of its
      counsel, necessitates the making of any changes in the Registration Statement
      or
      Prospectus, or any document incorporated or deemed to be incorporated therein
      by
      reference, so that, in the case of the Registration Statement, it will not
      contain any untrue statement of a material fact or any omission to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and that in the case of the Prospectus, it will not
      contain any untrue statement of a material fact or any omission to state a
      material fact required to be stated therein or necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; then the Company shall deliver a certificate in writing to the
      Investor (the “Suspension Notice”) to the effect of the foregoing and, upon
      receipt of such Suspension Notice, the Investor will refrain from selling any
      Shares or Warrant Shares pursuant to the Registration Statement (a “Suspension”)
      until the Investor’s receipt of copies of a supplemented or amended Prospectus
      prepared and filed by the Company, or until it is advised in writing by the
      Company that the current Prospectus may be used, and has received copies of
      any
      additional or supplemental filings that are incorporated or deemed incorporated
      by reference in any such Prospectus. In the event of any Suspension, the Company
      will use its commercially reasonable efforts to cause the use of the Prospectus
      so suspended to be resumed as soon as reasonably practicable within 30 business
      days after the delivery of a Suspension Notice to the Investor.





(d)  Notwithstanding
      the foregoing paragraphs of this Section 6.2, the Investor shall not be
      prohibited from selling Shares or Warrant Shares under the Registration
      Statement as a result of Suspensions on more than two occasions of not more
      than
      30 days each in any twelve month period, unless, in the good faith judgment
      of
      the Company’s Board of Directors of the Company, upon the written opinion of
      counsel, the sale of Shares or Warrant Shares under the Registration Statement
      in reliance on this paragraph 6.2(d) would be reasonably likely to cause a
      violation of the Securities Act or the Exchange Act and result in liability
      to
      the Company.





(e)  Provided
      that a Suspension is not then in effect, the Investor may sell Shares or Warrant
      Shares under the Registration Statement, provided that it arranges for delivery
      of a current Prospectus to the transferee of such Shares or Warrant Shares
      and
      confirms that a current Prospectus is on file with the SEC.





(f)  In
      the
      event of a sale of Shares or Warrant Shares by the Investor pursuant to the
      Registration Statement, the Investor must also deliver to the Company’s transfer
      agent, with a copy to the Company, a Certificate of Subsequent Sale
      substantially in the form attached hereto as Exhibit
      A ,
      so that
      the Shares or Warrant Shares may be properly transferred.





6. 3  Indemnification .





( a )  The
      Company agrees to indemnify and hold harmless the Investor from and against
      any
      losses, claims, damages or liabilities to which such Investor may become subject
      (under the Securities Act or otherwise) insofar as such losses, claims, damages
      or liabilities (or actions or proceedings in respect thereof) arise out of,
      or
      are based upon (i) any material breach of the representations or warranties
      of
      the Company contained herein or material failure to comply with the covenants
      and agreements of the Company contained herein, (ii) any untrue statement of
      a
      material fact contained in the Registration Statement as amended at the time
      of
      effectiveness or any omission of a material fact required to be stated therein
      or necessary to make the statements therein not misleading, or (iii) any failure
      by the Company to fulfill any undertaking included in the Registration Statement
      as amended at the time of effectiveness, and the Company will reimburse such
      Investor for any reasonable legal or other expenses reasonably incurred in
      investigating, defending or preparing to defend any such action, proceeding
      or
      claim, or preparing to defend any such action, proceeding or claim, provided , however ,
      that
      the Company shall not be liable in any such case to the extent that such loss,
      claim, damage or liability arises out of, or is based upon, an untrue statement
      made in such Registration Statement or any omission of a material fact required
      to be stated therein or necessary to make the statements therein not misleading
      in reliance upon and in conformity with written information furnished to the
      Company by or on behalf of such Investor specifically for use in preparation
      of
      the Registration Statement or the failure of such Investor to comply with its
      covenants and agreements contained in Section 6.2 hereof respecting sale of
      the
      Shares or Warrant Shares or any statement or omission in any Prospectus that
      is
      corrected in any subsequent Prospectus that was delivered to the Investor prior
      to the pertinent sale or sales by the Investor. The Company shall reimburse
      each
      Investor for the amounts provided for herein on demand as such expenses are
      incurred.




-7-





( b )  The
      Investor agrees to indemnify and hold harmless the Company (and each person,
      if
      any, who controls the Company within the meaning of Section 15 of the Securities
      Act, each officer of the Company who signs the Registration Statement and each
      director of the Company) from and against any losses, claims, damages or
      liabilities to which the Company (or any such officer, director or controlling
      person) may become subject (under the Securities Act or otherwise), insofar
      as
      such losses, claims, damages or liabilities (or actions or proceedings in
      respect thereof) arise out of, or are based upon, (i) any material breach of
      the
      representations or warranties of the Investor contained herein or failure to
      comply with the covenants and agreements of the Company contained herein, or
      (ii) any untrue statement of a material fact contained in the Registration
      Statement or any omission of a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading if such untrue statement
      or omission was made in reliance upon and in conformity with written information
      furnished by or on behalf of the Investor specifically for use in preparation
      of
      the Registration Statement, and the Investor will reimburse the Company (or
      such
      officer, director or controlling person), as the case may be, for any legal
      or
      other expenses reasonably incurred in investigating, defending or preparing
      to
      defend any such action, proceeding or claim. The Investor shall reimburse the
      Company for the amounts provided for herein on demand as such expenses are
      incurred.





( c )  Promptly
      after receipt by any indemnified person of a notice of a claim or the beginning
      of any action in respect of which indemnity is to be sought against an
      indemnifying person pursuant to this Section 6.3, such indemnified person shall
      notify the indemnifying person in writing of such claim or of the commencement
      of such action, but the omission to so notify the indemnifying person will
      not
      relieve it from any liability which it may have to any indemnified person under
      this Section 6.3 (except to the extent that such omission materially and
      adversely affects the indemnifying person’s ability to defend such action) or
      from any liability otherwise than under this Section 6.3. Subject to the
      provisions hereinafter stated, in case any such action shall be brought against
      an indemnified person, the indemnifying person shall be entitled to participate
      therein, and, to the extent that it shall elect by written notice delivered
      to
      the indemnified person promptly after receiving the aforesaid notice from such
      indemnified person, shall be entitled to assume the defense thereof, with
      counsel reasonably satisfactory to such indemnified person. After notice from
      the indemnifying person to such indemnified person of its election to assume
      the
      defense thereof, such indemnifying person shall not be liable to such
      indemnified person for any legal expenses subsequently incurred by such
      indemnified person in connection with the defense thereof, provided , however ,
      that if
      there exists or shall exist a conflict of interest that would make it
      inappropriate, in the opinion of counsel to the indemnified person, for the
      same
      counsel to represent both the indemnified person and such indemnifying person
      or
      any affiliate or associate thereof, the indemnified person shall be entitled
      to
      retain its own counsel at the expense of such indemnifying person; provided,
      however, that no indemnifying person shall be responsible for the fees and
      expenses of more than one separate counsel (together with appropriate local
      counsel) for all indemnified parties. In no event shall any indemnifying person
      be liable in respect of any amounts paid in settlement of any action unless
      the
      indemnifying person shall have approved the terms of such settlement; provided that
      such consent shall not be unreasonably withheld. No indemnifying person shall,
      without the prior written consent of the indemnified person, effect any
      settlement of any pending or threatened proceeding in respect of which any
      indemnified person is or could have been a party and indemnification could
      have
      been sought hereunder by such indemnified person, unless such settlement
      includes an unconditional release of such indemnified person from all liability
      on claims that are the subject matter of such proceeding.





( d )  If
      the
      indemnification provided for in this Section 6.3 is unavailable to or
      insufficient to hold harmless an indemnified person under subsection (a) or
      (b)
      above in respect of any losses, claims, damages or liabilities (or actions
      or
      proceedings in respect thereof) referred to therein, then each indemnifying
      person shall contribute to the amount paid or payable by such indemnified person
      as a result of such losses, claims, damages or liabilities (or actions in
      respect thereof) in such proportion as is appropriate to reflect the relative
      fault of the Company on the one hand and the Investor on the other in connection
      with the statements or omissions or other matters which resulted in such losses,
      claims, damages or liabilities (or actions in respect thereof), as well as
      any
      other relevant equitable considerations. The relative fault shall be determined
      by reference to, among other things, in the case of an untrue statement, whether
      the untrue statement relates to information supplied by the Company on the
      one
      hand or an Investor on the other and the parties’ relative intent, knowledge,
      access to information and opportunity to correct or prevent such untrue
      statement. The Company and the Investor agree that it would not be just and
      equitable if contribution pursuant to this subsection (d) were determined by
      pro
      rata allocation or by any other method of allocation which does not take into
      account the equitable considerations referred to above in this subsection (d).
      The amount paid or payable by an indemnified person as a result of the losses,
      claims, damages or liabilities (or actions in respect thereof) referred to
      above
      in this subsection (d) shall be deemed to include any legal or other expenses
      reasonably incurred by such indemnified person in connection with investigating
      or defending any such action or claim. No person guilty of fraudulent
      misrepresentation (within the meaning of Section 10(f) of the Securities Act)
      shall be entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. The Investor’s obligations in this subsection to
      contribute shall be in proportion to its sale of Shares and Warrant Shares
      to
      which such loss relates and shall not be joint with any other
      Investors.




-8-





( e )  The
      parties to this Agreement hereby acknowledge that they are sophisticated
      business persons who were represented by counsel during the negotiations
      regarding the provisions hereof including, without limitation, the provisions
      of
      this Section 6.3, and are fully informed regarding said provisions. They further
      acknowledge that the provisions of this Section 6.3 fairly allocate the risks
      in
      light of the ability of the parties to investigate the Company and its business
      in order to assure that adequate disclosure is made in the Registration
      Statement as required by the Securities Act and the Exchange Act. The parties
      are advised that federal or state public policy as interpreted by the courts
      in
      certain jurisdictions may be contrary to certain of the provisions of this
      Section 6.3, and the parties hereto hereby expressly waive and relinquish any
      right or ability to assert such public policy as a defense to a claim under
      this
      Section 6.3 and further agree not to attempt to assert any such
      defense.





(f)  For
      the
      purpose of this Section 6.3:





(i)  the
      term
“Registration Statement” shall include the Prospectus in the form first filed
      with the SEC pursuant to Rule 424(b) of the Securities Act or filed as part
      of
      the Registration Statement at the time of effectiveness if no Rule 424(b) filing
      is required, exhibit, supplement or amendment included in or relating to the
      Registration Statement referred to in Section 6.1; and





(ii)  the
      term
“untrue statement” shall include any untrue statement or alleged untrue
      statement, or any omission or alleged omission to state in the Registration
      Statement a material fact required to be stated therein or necessary to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading.





6. 4  Termination
      of Conditions and Obligations .
      The
      conditions precedent imposed by Section 5 or this Section 6 upon the
      transferability of the Shares shall cease and terminate as to any particular
      number of the Shares and Warrant Shares when such Shares and Warrant Shares
      shall have been effectively registered under the Securities Act and sold or
      otherwise disposed of in accordance with the intended method of disposition
      set
      forth in the Registration Statement covering such Shares and Warrant Shares
      or
      at such time as an opinion of counsel reasonably satisfactory to the Company
      shall have been rendered to the effect that such conditions are not necessary
      in
      order to comply with the Securities Act.





6. 5  Information
      Available .
      A copy
      of the Company Annual Report on Form 10-KSB, its Quarterly Reports on Form
      10-QSB, Current Reports on Form 8-K and Information Statements are available
      on
      the SEC's website at www.sec.gov (the "SEC Filings").





7.  Notices .
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be mailed (A) if within the United States by first-class
      registered or certified airmail, or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if delivered from outside
      the
      United States, by International Federal Express or facsimile, and shall be
      deemed given (i) if delivered by first-class registered or certified mail,
      three
      business days after so mailed, (ii) if delivered by nationally recognized
      overnight carrier, one business day after so mailed, (iii) if delivered by
      International Federal Express, two business days after so mailed, (iv) if
      delivered by facsimile, upon electronic confirmation of receipt and shall be
      delivered as addressed as follows:




-9-





( a )  if
      to the
      Company, to:





American
      Petro-Hunter Inc.


Pacific
      Centre, Suite 3000, P.O. Box 10024


700
      West
      Georgia Street, Vancouver, BC


Canada
      V7Y 1A1


Attn:
      Mr.
      Patrick McGowan, President


Fax:
      (604) 301-9546





( b )  with
      a
      copy to:





Bullivant
      Houser Bailey PC


1415
      L
      Street, Suite 1000, Sacramento CA 95814


Attn:
      Mark C Lee


Phone:
      (916) 930-2500


Fax:
      (916) 930-2501





( c )  if
      to the
      Investor, at its address on the signature page hereto, or at such other address
      or addresses as may
      have
      been furnished to the Company in writing.





8.  Changes .
      This
      Agreement may not be modified or amended except pursuant to an instrument in
      writing signed by the Company and the Investor.





9.  Headings .
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement.





10.  Severability .
      In case
      any provision contained in this Agreement should be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby.





11.  Governing
      Law .
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Nevada, without giving effect to the principles of
      conflicts of law.





12.  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.





13.  Rule
      144 .
      The
      Company covenants that it will timely file the reports required to be filed
      by
      it under the Securities Act and the Exchange Act and the rules and regulations
      adopted by the SEC thereunder (or, if the Company is not required to file such
      reports, it will, upon the request of any Investor holding Shares and Warrant
      Shares purchased hereunder made after the first anniversary of the Closing
      Date,
      make publicly available such information as necessary to permit sales pursuant
      to Rule 144 under the Securities Act), and it will take such further action
      as
      any such Investor may reasonably request, all to the extent required from time
      to time to enable such Investor to sell Shares or Warrant Shares purchased
      hereunder without registration under the Securities Act within the limitation
      of
      the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule
      may be amended from time to time, or (b) any similar rule or regulation
      hereafter adopted by the SEC. Upon the request of the Investor, the Company
      will
      deliver to such holder a written statement as to whether it has complied with
      such information and requirements.




-10-





14.  Confidential
      Information .
      The
      Investor represents to the Company that, at all times during the Company’s
      offering of the Units, the Investor has maintained in confidence all non-public
      information regarding the Company received by the Investor from the Company
      or
      its agents, and covenants that it will continue to maintain in confidence such
      information and shall not use such information for any purpose other than to
      evaluate the purchase of the Units until such information (a) becomes generally
      publicly available other than through a violation of this provision by the
      Investor or its agents or (b) is required to be disclosed in legal proceedings
      (such as by deposition, interrogatory, request for documents, subpoena, civil
      investigation demand, filing with any governmental authority or similar
      process), provided, however, that before making any use or disclosure in
      reliance on this subparagraph (b) the Investor shall give the Company at least
      fifteen (15) days prior written notice (or such shorter period as required
      by
      law) specifying the circumstances giving rise thereto and will furnish only
      that
      portion of the non-public information which is legally required and will
      exercise its best efforts to obtain reliable assurance that confidential
      treatment will be accorded any non-public information so furnished.




-11-


**ANNEX
      II**





**RISK
      FACTORS**




***You
      should carefully consider the risks we describe below before deciding to invest
      in the Units. Our business and financial condition could be affected materially
      and adversely by any of the risks discussed below and any others not foreseen.
      This discussion contains forward-looking statements.***




**We
      are subject to complex laws and regulations relating to environmental protection
      that can adversely affect the cost, manner and feasibility of doing
      business.** Oil and
      gas operations and properties are subject to numerous federal, state and local
      laws and regulations relating to environmental protection from the time oil
      and
      gas projects commence until abandonment. These laws and regulations govern,
      among other things:


·
              the
                  amounts and types of substances and materials that may be released
                  into
                  the environment;·
              the
                  issuance of permits in connection with exploration, drilling and
                  production activities;·
              the
                  release of emissions into the atmosphere;·
              the
                  discharge and disposition of generated waste materials;·
              offshore
                  oil and gas operations;·
              the
                     reclamation and abandonment of wells and facility
                  sites; and·
              the
                  remediation of contaminated
                  sites.





In
      addition, these laws and regulations may impose substantial liabilities for
      our
      failure to comply with them or for any contamination resulting from our
      operations. Although
      we believe that our operations generally comply with applicable laws and
      regulations, failure to comply could result in the suspension or termination
      of
      our operations and subject us to administrative, civil and criminal penalties.
      Further, these laws and regulations could change in ways that substantially
      increase our costs. Any of these liabilities, penalties, suspensions,
      terminations or regulatory changes could make it more expensive for us to
      conduct our business or cause us to limit or curtail some of our operations.




**We
      may not be insured against all of the operating risks to which our business
      is
      exposed.** Our
      business is subject to all of the operating risks normally associated with
      the
      exploration for and production of oil and gas, including blowouts, cratering
      and
      fire, any of which could result in damage to, or destruction of, oil and gas
      wells or formations or production facilities and other property and injury
      to
      persons. As protection against financial loss resulting from these operating
      hazards, we maintain insurance coverage. However, we are not fully insured
      against all risks in all aspects of our business, such as political risk,
      business interruption risk and risk of major terrorist attacks. The occurrence
      of a significant event against which we are not fully insured could have a
      material adverse effect on our financial position.




**Our
      drilling activities may not be productive.** Drilling
      for oil and gas involves numerous risks, including the risk that we will not
      encounter commercially productive oil or gas reservoirs. The costs of drilling,
      completing and operating wells are often uncertain, and drilling operations
      may
      be curtailed, delayed or canceled as a result of a variety of factors,
      including:




·
            unexpected
                drilling conditions;




-12-




·
            pressure
                or irregularities in formations;·
            equipment
                failures or accidents;·
            fires,
                explosions, blow-outs and surface cratering;·
            marine
                risks such as capsizing, collisions and hurricanes;·
            other
                adverse weather conditions; and·
            shortages
                or delays in the delivery of
                equipment.





Certain
      of our future drilling activities may not be successful and, if unsuccessful,
      this failure could have an adverse effect on our future results of operations
      and financial condition. While all drilling, whether developmental or
      exploratory, involves these risks, exploratory drilling involves greater risks
      of dry holes or failure to find commercial quantities of
      hydrocarbons.




**Repercussions
      from terrorist activities or armed conflict could harm our
      business.** Terrorist activities, anti-terrorist efforts and other armed conflict involving
      the United States or its interests abroad may adversely affect the United States
      and global economies and could prevent us from meeting our financial and other
      obligations. If events of this nature occur and persist, the attendant political
      instability and societal disruption could reduce overall demand for oil and
      natural gas, potentially putting downward pressure on prevailing oil and natural
      gas prices and causing a reduction in our revenues. Oil and natural gas
      production facilities, transportation systems and storage facilities could
      be
      direct targets of terrorist attacks, and our operations could be adversely
      impacted if infrastructure integral to our operations is destroyed or damaged
      by
      such an attack. Costs for insurance and other security may increase as a result
      of these threats, and some insurance coverage may become more difficult to
      obtain, if available at all.




**The
      loss of key members of our management team, or difficulty attracting and
      retaining experienced technical personnel, could reduce our competitiveness
      and
      prospects for future success.** The
      successful implementation of our strategies and handling of other issues
      integral to our future success will depend, in part, on our experienced
      management team. The loss of key members of our management team could have
      an
      adverse effect on our business. We do not carry key man insurance. Our
      exploratory drilling success and the success of other activities integral to
      our
      operations will depend, in part, on our ability to attract and retain
      experienced explorationists, engineers and other professionals. Competition
      for
      such professionals is extremely intense. If we cannot retain our technical
      personnel or attract additional experienced technical personnel, our ability
      to
      compete could be harmed.





***Competition
      in the oil and natural gas industry is intense, and some of our competitors
      have
      greater financial, technological and other resources than we have.*** We
      operate in the highly competitive areas of oil and natural gas acquisition,
      development, exploitation, exploration and production. The oil and natural
      gas
      industry is characterized by rapid and significant technological advancements
      and introductions of new products and services using new technologies. We face
      intense competition from independent, technology-driven companies as well as
      from both major and other independent oil and natural gas companies in each
      of
      the following areas:




·
            
            seeking
                to acquire desirable producing properties or new leases for future
                exploration;




·
            
            marketing
                our oil and natural gas production;




·
            
            integrating
                new technologies; and




·
            
            seeking
                to acquire the equipment and expertise necessary to develop and operate
                our properties.





Some
      of
      our competitors have financial, technological and other resources substantially
      greater than ours, and some of them are fully integrated oil companies. These
      companies may be able to pay more for development prospects and productive
      oil
      and natural gas properties and may be able to define, evaluate, bid for and
      purchase a greater number of properties and prospects than our financial or
      human resources permit. Further, these companies may enjoy technological
      advantages and may be able to implement new technologies more rapidly than
      we
      can. Our ability to acquire, develop and exploit oil and natural gas properties
      will depend upon our ability to successfully conduct operations, implement
      advanced technologies, evaluate and select suitable properties and consummate
      transactions in this highly competitive environment.




-13-





**We
      may need additional capital to achieve the objectives of our current business
      strategy.** There is
      no assurance that we will obtain the additional capital required to successfully
      complete our business plan. Our inability to obtain such financing may have
      such
      a material adverse effect on our business or prospects, any of which could
      jeopardize an investment in our securities.





**We
      have made no representations or recommendations to the Investor concerning
      whether the purchase of the Units is a suitable investment for the
      Investor.** The
      Investor has the sole responsibility for determining whether this investment
      is
      suitable for the Investor. We are not responsible to the Investor for making
      any
      such determination.





**The
      offer and sale of the Units are not underwritten by or being offered through
      investment bankers or underwriters.** There
      has not been an independent review of matters covered in the Securities Purchase
      Agreement by any such professionals or other professionals. The Investor must
      rely solely upon their own investigation and analysis of the risks in making
      this investment decision.





**Following
      this Offering and subsequent registration for resale, a significant number
      of
      shares of our common stock will become available for sale and their sale could
      depress our common stock price.** Further,
      no assurances can be given that we will not issue additional securities which
      will have the effect of diluting the equity interest of Investor. Moreover,
      sales of a substantial number of shares of our common stock in the public market
      after the transaction contemplated by the Securities Purchase Agreement could
      adversely affect the market price of our common stock and make it more difficult
      for us to sell shares of our common stock at times and prices that we determine
      to be appropriate.





**There
      is a limited public market for our common stock, and trading prices of our
      common stock may be volatile.** Our
      common stock is currently traded on the Nasdaq OTC Bulletin Board and trading
      volume has been low. We can give no assurance that an active trading market
      for
      our common stock will develop, or if one develops, that trading will continue.





**The
      price of the Shares and Warrant Shares has been determined by the board of
      directors after considering the amount of capital to be raised, similar
      transactions and the risk factors set forth herein, and does not directly
      correlate to market price, our operations or other financial
      information.** No
      assurances can be given that in the future we will not offer equity or debt
      instruments with purchase prices or conversion rates similar or less than the
      price of the Shares or Warrant Shares contained herein.





**We
      may be subject to Penny Stock Rules** .
      SEC
      rules require a broker-dealer to provide certain information to purchasers
      of
      securities traded at less than $5.00, which are not traded on a national
      securities exchange or quoted on the Nasdaq Stock Market. Since the Nasdaq
      OTC
      Bulletin Board is not considered an "exchange," if the trading price of our
      common stock remains less than $5.00 per share, our common stock will be
      considered a "penny stock," and trading in our common stock will be subject
      to
      the requirements of Rules 15g-9015g-9 under the Securities Exchange Act of
      1934
      (the "Penny Stock Rules"). The Penny Stock Rules require a broker-dealer to
      deliver a standardized risk disclosure document prepared by the SEC that
      provides information about penny stocks and the nature and level of risks in
      the
      penny stock market. The broker-dealer must also give bid and offer quotations
      and broker and salesperson compensation information to the prospective investor
      orally or in writing before or with the confirmation of the transaction. In
      addition, the Penny Stock Rules require a broker-dealer to make a special
      written determination that the penny stock is a suitable investment for the
      purchaser and receive the purchaser's written agreement to the transaction
      before a transaction in a penny stock. These requirements may severely limit
      the
      liquidity of securities in the secondary market because few broker-dealers
      may
      be likely to undertake these compliance activities. Therefore, unless an
      exemption is available from the Penny Stock Rules, the disclosure requirements
      under the Penny Stock Rules may have the effect of reducing trading activity
      in
      our common stock, which may make it more difficult for investors to sell.




-14-





**The
      Shares and Warrant Shares are not and will not be registered under the
      Securities Act of 1933 (the "Securities Act") nor under any state securities
      laws by reason of specific exemptions under the provisions of the Securities
      Act
      and applicable state securities laws** .
      The
      Shares and Warrant Shares are, and will be, deemed "restricted Shares" and
      may
      not be sold, transferred or otherwise disposed of without an effective
      registration statement under the Securities Act or an exemption therefrom.





**We
      have never paid any cash dividends on our common stock and may not pay cash
      dividends in the future.** Instead,
      we intend to apply earnings to the expansion, development and growth of our
      business. Thus, the liquidity of your investment is dependent upon your ability
      to sell stock at an acceptable price. The price may go down as well as up and
      may limit your ability to realize any value from your investment, including
      the
      initial purchase price.




-15-





**EXHIBIT
      A**





**CERTIFICATE
      OF SUBSEQUENT SALE**





Attn:
      Legal Department


[Address
      of Transfer Agent]





RE:
            Sale
                of Shares to subscribe for Share of Common Stock of American Petro-Hunter
                Inc. (the “Company”) pursuant to the Company’s Prospectus dated
                _____________, ____ (the
“Prospectus”)





Dear
      Sir/Madam:





The
      undersigned hereby certifies, in connection with the sale of shares of Common
      Stock of the Company included in the table of Selling Stockholders in the
      Prospectus, that the undersigned has sold the shares pursuant to the Prospectus
      and in a manner described under the caption “Plan of Distribution” in the
      Prospectus and that such sale complies with all securities laws applicable
      to
      the undersigned, including, without limitation, the Prospectus delivery
      requirements of the Securities Act of 1933, as amended.


Selling
                  Stockholder (the beneficial
                  owner):__________________________________________Record
                  Holder (e.g., if held in name of nominee):______________________________________Restricted
                  Stock Certificate No.(s):______________________________________________________Number
                  of Shares
                  Sold:______________________________________________________Date
                  of
                  Sale:______________________________________________________________





In
      the
      event that you receive a stock certificate(s) representing more shares of Common
      Stock than have been sold by the undersigned, then you should return to the
      undersigned a newly issued certificate for such excess shares in the name of
      the
      Record Holder and **BEARING
      A RESTRICTIVE LEGEND** .
      Further, you should place a stop transfer on your records with regard to such
      certificate.


Very
                truly yours,Dated:
            
            
            By:Print
                Name:Title:




cc:  Patrick
      McGowan, Company's President and Director





-16-


**EXHIBIT
      B**





**FORM
      OF WARRANT**





Warrant
      No. __


**Warrant
      to Purchase a Maximum of**


**_____________
      Shares of Common Stock of**


**American
      Petro-Hunter Inc.**




(Void
      after _________)




THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
      UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
      ACT.





THIS
      WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON
      TRANSFER AS SET FORTH HEREIN.




**RECITALS** :




WHEREAS ,
      American Petro-Hunter Inc., a Nevada corporation (the " ***Company*** ")
      and
      ____________ (“ ***Holder*** ”)
      have
      entered into that certain Securities Purchase Agreement, dated of even date
      herewith (the " ***Agreement*** ");
      and




WHEREAS,
      the Company has agreed to grant to Holder, this Warrant to purchase shares
      of
      the Company's common stock in connection with the execution and delivery of
      the
      Securities Purchase Agreement;




NOW,
      THEREFORE, the Company hereby grants the Holder the rights set forth
      herein.




This
      certifies that the Holder, or assigns, for value received, will be entitled
      to
      purchase from the Company, subject to the terms set forth below, a maximum
      of
      _________ fully paid and nonassessable shares (subject to adjustment as provided
      herein) of the Company’s Common Stock (the “ ***Warrant
      Shares*** ”)
      for
      cash at a price of $0.15 per share (the “ ***Exercise
      Price*** ”)
      (subject to adjustment as provided herein) at any time or from time to time
      up
      to and including 5:00 p.m. (Eastern Time) (subject to Section 1 below) on
      ________, ____, such day being referred to herein as the “ ***Expiration
      Date*** ,”
upon
      surrender to the Company at its principal office (or at such other location
      as
      the Company may advise the Holder in writing) of this Warrant properly endorsed
      with the Form of Subscription attached hereto duly filled in and signed and
      upon
      payment in cash, wire transfer or by check of the aggregate Exercise Price
      for
      the number of shares for which this Warrant is being exercised determined in
      accordance with the provisions hereof. The Exercise Price is subject to
      adjustment as provided in Section 3 of this Warrant. This Warrant is issued
      subject to the following terms and conditions:




**1.****
            ***Exercise,
                Issuance of Certificates, Reduction in Number of Warrant
                Shares*****.**This
                Warrant is exercisable at the option of the Holder of record hereof
                on or
                prior to the Expiration Date, at any time or from time to time, for
                all or
                any part of the Warrant Shares (but not for a fraction of a share)
                which
                may be purchased hereunder, as that number may be adjusted pursuant
                to
                Section 3 of this Warrant. The Company agrees that the Warrant Shares
                purchased under this Warrant shall be and are deemed to be issued
                to the
                Holder hereof as the record owner of such Warrant Shares as of the
                close
                of business on the date on which this Warrant shall have been surrendered,
                properly endorsed, the completed and executed Form of Subscription
                delivered, and payment made for such Warrant Shares. Certificates
                for the
                Warrant Shares so purchased, together with any other securities or
                property to which the Holder hereof is entitled upon such exercise,
                shall
                be delivered to the Holder hereof by the Company at the Company’s expense
                as soon as practicable after the rights represented by this Warrant
                have
                been so exercised. In case of a purchase of less than all the Warrant
                Shares which may be purchased under this Warrant, the Company shall
                cancel
                this Warrant and execute and deliver to the Holder hereof within
                a
                reasonable time a new Warrant of like tenor for the balance of the
                Warrant
                Shares purchasable under the Warrant surrendered upon such purchase.
                Each
                stock certificate so delivered shall be registered in the name of
                such
                Holder.




-17-




**2.**
            ***Shares
                to be Fully Paid; Reservation of Shares*****.**The
                Company covenants and agrees that all Warrant Shares, will, upon
                issuance
                and, if applicable, payment of the applicable Exercise Price, be
                duly
                authorized, validly issued, fully paid and nonassessable, and free
                of all
                preemptive rights, liens and encumbrances, except for restrictions
                on
                transfer provided for herein or under applicable federal and state
                securities laws. The Company shall at all times reserve and keep
                available
                out of its authorized and unissued Common Stock, solely for the purpose
                of
                providing for the exercise of the rights to purchase all Warrant
                Shares
                granted pursuant to this Warrant, such number of shares of Common
                Stock as
                shall, from time to time, be sufficient
                therefor.




3.******
            ***Adjustment
                of Exercise Price and Number of Shares*****.**The
                Exercise Price and the total number of Warrant Shares shall be subject
                to
                adjustment from time to time upon the occurrence of certain events
                described in this Section 3. Upon each adjustment of the Exercise
                Price,
                the Holder of this Warrant shall thereafter be entitled to purchase,
                at
                the Exercise Price resulting from such adjustment, the number of
                shares
                obtained by multiplying the Exercise Price in effect immediately
                prior to
                such adjustment by the number of shares purchasable pursuant hereto
                immediately prior to such adjustment, and dividing the product thereof
                by
                the Exercise Price resulting from such
                adjustment.




3.1*.*****
            ***Subdivision
                or Combination of Stock***.
                In case the Company shall at any time split or subdivide its outstanding
                shares of Common Stock into a greater number of shares, the Exercise
                Price
                in effect immediately prior to such split or subdivision shall be
                proportionately reduced and the number of Warrant Shares issuable
                hereunder proportionately increased, and conversely, in case the
                outstanding shares of the Common Stock of the Company shall be combined
                into a smaller number of shares, the Exercise Price in effect immediately
                prior to such combination shall be proportionately increased and
                the
                number of Warrant Shares issuable hereunder proportionately
                decreased.




3.2*.*
            ***Reclassification***.
                If any reclassification of the capital stock of the Company or any
                reorganization, consolidation, merger, or any sale, lease, license,
                exchange or other transfer (in one transaction or a series of related
                transactions) of all or substantially all, of the business and/or
                assets
                of the Company (the “***Reclassification
                Events***”)
                shall be effected in such a way that holders of Common Stock shall
                be
                entitled to receive stock, securities, or other assets or property,
                then,
                as a condition of such Reclassification Event lawful and adequate
                provisions shall be made whereby the Holder hereof shall thereafter
                have
                the right to purchase and receive (in lieu of the shares of Common
                Stock
                of the Company immediately theretofore purchasable and receivable
                upon the
                exercise of the rights represented hereby) such shares of stock,
                securities, or other assets or property as may be issued or payable
                with
                respect to or in exchange for a number of outstanding shares of such
                Common Stock equal to the number of shares of such stock immediately
                theretofore purchasable and receivable upon the exercise of the rights
                represented hereby. In any Reclassification Event, appropriate provision
                shall be made with respect to the rights and interests of the Holder
                of
                this Warrant to the end that the provisions hereof (including, without
                limitation, provisions for adjustments of the Exercise Price and
                of the
                number of Warrant Shares), shall thereafter be applicable, as nearly
                as
                may be, in relation to any shares of stock, securities, or assets
                thereafter deliverable upon the exercise
                hereof.




3.3.****
            ***Notice
                of Adjustment***.
                Upon any adjustment of the Exercise Price or any increase or decrease
                in
                the number of Warrant Shares, the Company shall give written notice
                thereof, by first class mail postage prepaid, addressed to the registered
                Holder of this Warrant at the address of such Holder as shown on
                the books
                of the Company. The notice shall be prepared and signed by the Company’s
                Chief Financial Officer and shall state the Exercise Price resulting
                from
                such adjustment and the increase or decrease, if any, in the number
                of
                shares purchasable at such price upon the exercise of this Warrant,
                setting forth in reasonable detail the method of calculation and
                the facts
                upon which such calculation is
                based.




-18-




4.
            ***No
                Voting or Dividend Rights*****.**Nothing
                contained in this Warrant shall be construed as conferring upon the
                holder
                hereof the right to vote or to consent to receive notice as a shareholder
                of the Company on any other matters or any rights whatsoever as a
                shareholder of the Company. No dividends or interest shall be payable
                or
                accrued in respect of this Warrant or the interest represented hereby
                or
                the shares purchasable hereunder until, and only to the extent that,
                this
                Warrant shall have been exercised.




**5.**
            ***Compliance
                with Securities Act: Transferability of Warrant, Disposition of Shares
                of
                Common Stock*****.**




5.1*.*
            ***Compliance
                with Securities Act***.
                The Holder of this Warrant, by acceptance hereof, agrees that this
                Warrant
                and the Warrant Shares to be issued upon exercise hereof are being
                acquired for investment and that it will not offer, sell, or otherwise
                dispose of this Warrant or any Warrant Shares except under circumstances
                which will not result in a violation of the Securities Act of 1933,
                as
                amended (the “***Act***”)
                or any applicable state securities laws. This Warrant and all Warrant
                Shares (unless registered under the Act) shall be stamped or imprinted
                with a legend in substantially the following
                form:




“THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES SHALL BE
      INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
      TRANSFER OR, IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, SUCH
      REGISTRATION IS UNNECESSARY FOR SUCH TRANSFER TO COMPLY WITH THE
      ACT.”




5.2.**
            ***Access
                to Information; Pre-Existing Relationship***.
                Holder has had the opportunity to ask questions of, and to receive
                answers
                from, appropriate executive officers of the Company with respect
                to the
                terms and conditions of the transactions contemplated hereby and
                with
                respect to the business, affairs, financial condition and results
                of
                operations of the Company. Holder has had access to such financial
                and
                other information as is necessary in order for Holder to make a fully
                informed decision as to investment in the Company, and has had the
                opportunity to obtain any additional information necessary to verify
                any
                of such information to which Holder has had access. Holder further
                represents and warrants that the Holder has either (i) a pre-existing
                relationship with the Company or one or more of its officers or directors
                consisting of personal or business contacts of a nature and duration
                which
                enable the Holder to be aware of the character, business acumen and
                general business and financial circumstances of the Company or the
                officer
                or director with whom such relationship exists or (ii) such business
                or
                financial expertise as to be able to protect the Holder’s own interests in
                connection with the purchase of the Warrant
                Shares.




5.3*.*
            ***Warrant
                Not Transferable***.
                This Warrant and all rights hereunder are not transferable without
                the
                prior written consent of the Company, which consent shall not be
                unreasonably withheld, except that this Warrant and all rights hereunder
                may be transferred to an affiliate of the Holder, in whole or in
                part,
                without charge to the Holder (except for transfer taxes), upon surrender
                of this Warrant properly endorsed; provided, however, that the Holder
                shall notify the Company in writing in advance of any proposed
                transfer.




5.4.**
            ***Disposition
                of Warrant Shares and Common Stock***.
                With respect to any offer, sale, or other disposition of the Warrant
                or
                any Warrant Shares, the Holder hereof and each subsequent Holder
                of this
                Warrant agrees to give written notice to the Company prior thereto,
                describing briefly the manner thereof, together with a written opinion
                of
                such holder’s counsel, if reasonably requested by the Company, to the
                effect that such offer, sale or other disposition may be effected
                without
                registration or qualification (under the Act as then in effect or
                any
                federal or state law then in effect) of such Warrant or Warrant Shares,
                as
                the case may be, and indicating whether or not under the Act certificates
                for such Warrant or Warrant Shares to be sold or otherwise disposed
                of
                require any restrictive legend as to applicable restrictions on
                transferability in order to insure compliance with the Act. Promptly
                upon
                receiving such written notice and opinion, the Company, as promptly
                as
                practicable, shall notify such Holder that such Holder may sell or
                otherwise dispose of such Warrant or Warrant Shares, all in accordance
                with the terms of the notice delivered to the Company. If a determination
                has been made pursuant to this subparagraph 5.4 that the opinion
                of the
                counsel for the Holder is not reasonably satisfactory to the Company,
                the
                Company shall so notify the Holder promptly after such determination
                has
                been made. Notwithstanding the foregoing, such Warrant or Warrant
                Shares
                may be offered, sold or otherwise disposed of in accordance with
                Rule 144
                under the Act, provided that the Company shall have been furnished
                with
                such information as the Company may request to provide reasonable
                assurance that the provisions of Rule 144 have been satisfied. Each
                certificate representing the Warrant or Warrant Shares thus transferred
                (except a transfer pursuant to Rule 144) shall bear a legend as to
                the
                applicable restrictions on transferability in order to insure compliance
                with the Act, unless in the aforesaid opinion of counsel for the
                Holder,
                such legend is not required in order to insure compliance with the
                Act.
                The Company may issue stop transfer instructions to its transfer
                agent in
                connection with such restrictions.




-19-




**6.****
            ***Modification
                and Waiver*****.**This
                Warrant and any provision hereof may be changed, waived, discharged,
                or
                terminated only by an instrument in writing signed by the party against
                which enforcement of the same is
                sought.




**7.****
            ***Notices*****.**Any
                notice, request, or other document required or permitted to be given
                or
                delivered to the Holder hereof or the Company shall be delivered
                by hand
                or messenger or shall be sent by certified mail, postage prepaid,
                or by
                overnight courier to each such Holder at its address as shown on
                the books
                of the Company or to the Company at the address indicated therefor
                in the
                first paragraph of this Warrant or such other address as either may
                from
                time to time provide to the other. Each such notice or other communication
                shall be treated as effective or having been given (i) when delivered
                if delivered personally, (ii) if sent by registered or certified
                mail, at the earlier of its receipt or three business days after
                the same
                has been registered or certified as aforesaid, or (iii) if sent by
                overnight courier, on the next business day after the same has been
                deposited with a nationally recognized courier
                service.




**8.****
            ***Governing
                Law*****.**This
                Warrant shall be construed and enforced in accordance with, and the
                rights
                of the parties shall be governed by, the laws of the State of
                Nevada.




**9.****
            ***Lost
                or Stolen Warrant*****.**Upon
                receipt of evidence reasonably satisfactory to the Company of the
                loss,
                theft, destruction, or mutilation of this Warrant and, in the case
                of any
                such loss, theft or destruction, upon receipt of an indemnity reasonably
                satisfactory to the Company, or in the case of any such mutilation,
                upon
                surrender and cancellation of such Warrant, the Company, at its expense,
                will make and deliver a new Warrant, of like tenor, in lieu of the
                lost,
                stolen, destroyed or mutilated
                Warrant.




**10.**
            ***Fractional
                Shares*****.**No
                fractional shares shall be issued upon exercise of this Warrant.
                The
                Company shall, in lieu of issuing any fractional share, pay the Holder
                entitled to such fraction a sum in cash equal to such fraction (calculated
                to the nearest 1/100th of a share) multiplied by the then effective
                Exercise Price on the date the Form of Subscription is received by
                the
                Company.




**11.****
            ***Successors
                and Assigns*****.**This
                Warrant and the rights evidenced hereby shall inure to the benefit
                of and
                be binding upon the successors of the Company and the Holder. The
                provisions of this Warrant are intended to be for the benefit of
                all
                Holders from time to time of this Warrant, and shall be enforceable
                by any
                such Holder.




[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]




-20-







IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      officer, thereunto duly authorized as of this __th day of ____,
      2007.




**American
                Petro-Hunter Inc.**
              a
                Nevada corporationBy:Name:
                Patrick McGowanTitle:
                  President




-21-


**FORM
      OF SUBSCRIPTION**




(To
      be
      signed only upon exercise of Warrant)




To:  American
      Petro-Hunter Inc.




The
      undersigned, the holder of the attached Common Stock Warrant, hereby irrevocably
      elects to exercise the purchase right represented by such Warrant for, and
      to
      purchase thereunder, (1) shares
      of Common Stock of American Petro-Hunter Inc. (the “ ***Company*** ”)
      and
      herewith makes payment of $_________ therefor.





The
      undersigned represents that it is acquiring such Common Stock for its own
      account for investment and not with a view to or for sale in connection with
      any
      distribution thereof. The undersigned further represents and confirms that
      the
      representations and warranties of the Holder set forth in Section 5.2 of the
      attached Common Stock Warrant are true and correct as of the date hereof. The
      undersigned requests that certificates for such shares be issued in the name
      of,
      and delivered to: _______________


whose
      address is:
      ___________________________________________________________________________.





DATED:(Signature
                must conform in all respects to name of Holder as specified on the
                face of
                the Warrant)Name:
                ______________________________
              Title: 
                  ______________________________




1