EXHIBIT 4.4

Stock Option Agreement
  (Performance Vesting Options)

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE
  REGISTERED UNDER (1) THE U.S. SECURITIES ACT OF 1933, AND THE RULES AND REGULATIONS
  PROMULGATED THEREUNDER, OR (2) ANY APPLICABLE CANADIAN LAWS, AND MAY NEITHER
  BE OFFERED OR SOLD WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S) OR
  TO OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION
  S), EXCEPT PURSUANT TO REGISTRATION UNDER THE 1933 ACT OR AN EXEMPTION THEREFROM
  NOR FOR THE BENEFIT OF A CANADIAN RESIDENT EXCEPT IN COMPLIANCE WITH APPLICABLE
  CANADIAN LAWS.

THIS STOCK OPTION AGREEMENT is made as of the 15th day of October, 2002.

|BETWEEN: |                                                                            |   
|-------- | -------------------------------------------------------------------------- | --
|         | Indo-Pacific Energy
        Ltd.,a body corporate duly incorporated       
|         | pursuant to the laws of the Yukon Territory,
        Canada and having its
|         | head office at 284 Karori Road, Karori,
        Wellington, New Zealand   
|         | (the "Company")                                                            |   
|         |                                                                            |   
|AND:     |                                                                            |   
|         | David Bennett                                                              | of
|         | 736 Makara Road                                                            |   
|         | Karori                                                                     |   
|         | Wellington                                                                 |   
|         |                                                                            |   
|         | (the "Optionee")                                                           |   

WHEREAS the Company wishes to encourage the best efforts
  of the Optionee and to recognize the Optionee's efforts by granting to the Optionee
  options to purchase shares in the capital stock of the Company (the Option).

WHEREAS the Option is being granted pursuant to exemptions
  from registration afforded by Regulation S (Regulation S) as promulgated
  by the United States Securities and Exchange Commission (SEC), under
  the United States Securities Act of 1933, as amended and regulations
  thereto (the 1933 Act), and under the British Columbia Securities
  Act and rules and regulations thereto (the B.C. Act) (the 1933
  Act and the B.C. Act are collectively referred to herein as the Securities
  Laws).

NOW THEREFORE in consideration of the mutual covenants
  and agreements herein, the parties agree as follows:

Interpretation

|1. | For the purposes of clauses 6, 8, 9, 10 and 11 of this
        Agreement, all references to the "Company" will, unless the context otherwise
        requires, include all subsidiaries of the Company.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Representations and Warranties of the Optionee

|2. | The Optionee represents and warrants that the Optionee
        is not a U.S. Person as defined in US securities legislation meaning generally
        a citizen or resident of the United States and the grant of the Option
        hereunder was not made to the Optionee while he/she was actually present
        in the United States.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|3.                                                  | If the Optionee is a corporation, the Optionee
      represents and warrants that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                   
|Grant of Option                                    
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.                                                  | The Company hereby grants
        to the Optionee the Option to purchase all or any portion of 300,000 fully
        paid common shares (Optioned Shares) of the Company from treasury,
        exercisable at the price of US$1.00 per share (the "Exercise Price"),
        until on or before October 15, 2007 (the "Expiry Date"). The Optioned
        Shares will vest completely upon the Vesting Event occurring. The Vesting
        Event occurs when the Company earns net revenue from production (pre-tax)
        of US$4 million in a fiscal year, confirmed by issue of the audited financial
        statements of the Company, showing such a result, or earlier if the directors
        so resolve.
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.                                                  | The Option is exercisable
        by notice in writing to the Company Secretary accompanied by a certified
        cheque or equivalent form of guaranteed payment in favour of the Company
        for the full amount of the purchase price of the shares being then purchased
        at least 24 hours in advance of the termination or expiry of the Option.
        When due notice and payment are received, the Company covenants and agrees
        to issue and deliver to the Optionee share certificates or equivalent
        type of proof of ownership in the name of the Optionee for the number
        of shares so purchased.                                                                         
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.                                                  | This is an option agreement
        only and does not impose upon the Optionee any obligation to take up and
        pay for any of the Optioned Shares. This Agreement does not constitute
        an employment agreement nor any commitment to employ or retain the Optionee
        and any relationship governing the Optionee's remunerative relationship
        with the Company will be governed by a separate agreement or, failing
        which, applicable law                                                                                                                                                                                                                                              
|                                                   
|Restrictions on Transfer of Option and
      Shares
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.                                                  | The Option will not be transferable or assignable
      by the Optionee and the Option may be exercised during the lifetime of the
      Optionee only by the Optionee, except as permitted by paragraph 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8.                                                  | The Optionee acknowledges and agrees that the
      Optioned Shares will be subject to the following resale restrictions and
      conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|                                      | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | If the Optionee is a resident of a jurisdiction
        other than the province of British Columbia, Canada, the Optioned Shares
        may also be subject to additional hold periods in such jurisdiction and
        it is the obligation of the Optionee to comply with such local rules.
|------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.                                    | If the Optionee should die
        while this Agreement is in effect then, the Option may then be exercised
        by the legal heirs or personal representatives of the Optionee, to the
        same extent as if the Optionee were alive and a Director, Senior Officer
        or employee of the Company for a period not exceeding the earlier of 6
        months after the death of the Optionee, or the Expiry Date, but only for
        such shares as the Optionee was entitled to at the date of the death of
        the Optionee.                                                                                                                                        
|                                     
|Termination and Expiry of Option     
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                               
|10.                                   | Subject to paragraphs 11
        and 9 hereof, the Option will terminate on the earlier of 45 days after
        the Optionee ceases to be an officer, director, employee or consultant
        under a written agreement with the Company, and the Expiry Date.                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.                                   | If the Optionee's office
        and/or, if applicable, employment or other written consulting arrangement
        with the Company is terminated by the Company for cause, or terminated
        by regulatory sanction or by reason of judicial order, the Option will
        immediately expire. The Optionee acknowledges that the Company is under
        no obligation to provide advance notice of any proposed termination of
        the Option on such grounds.                                                                                                                                                                                                              
|                                     
|Adjustment                           
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12.                                   | In the event of any subdivision,
        consolidation or other change in the share capital of the Company while
        any portion of the Option is outstanding, the number of shares under option
        to the Optionee and the price thereof will be adjusted in accordance with
        such subdivision, consolidation or other change in the share capital of
        the Company. For greater certainty, upon a consolidation of capital of
        the Company, the number of Optioned Shares will be reduced by dividing
        the number of outstanding Optioned Shares by the consolidation ratio,
        and multiplying the Exercise Price by the consolidation ratio.
|                                     
|Covenants of the Company and Optionee
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.                                   | The Optionee covenants and
        agrees to complete, execute and deliver to the Company such further documents
        and assurances as may be necessary to carry out the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14.                                   | The Optionee covenants and
        agrees not to exercise the Option hereunder if at the time of exercise
        the Optionee is a U.S. Person or the Optionee is present in the United
        States, unless a legal opinion satisfactory to the Company has been delivered
        to the Company confirming compliance by the Optionee with state and federal
        securities laws and regulations in connection with the exercise of the
        Option.                                                                                                                                                                                                                        
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|15.                                   | The Company hereby covenants
        and agrees that it will reserve in its treasury sufficient shares to permit
        the issuance and allotment of shares to the Optionee in the event the
        Option is exercised.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|16.                                   | The Optionee covenants and
        agrees to sign and be bound by all documents required in connection with
        an application for listing on any stock exchange or trading facility,
        including any amendments to this Option Agreement required in order for
        the Company to comply with or otherwise meet listing requirements of any
        such stock exchange or trading facility (e.g. resale rules or restrictions
        pertaining to optioned shares), provided that the Company will use reasonable
        efforts to preserve the terms of this Agreement.                                                                                             
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|17.                                   | The Optionee acknowledges
        there may be taxable benefits arising out of the exercise and/or resale
        of the Optioned Shares and that the Optionee may receive a deemed benefits
        government reporting slip as a consequence. The Optionee agrees to duly
        pay any taxes due on any stock option benefit and indemnifies the Company
        and its directors from any                                                                                                                                                                                                                                                                                        

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|                   | liability for the Optionee's tax obligations.
        The Optionee authorizes the Company to withhold any amounts due to be
        remitted to any government from the Optioned Shares to be received on
        exercise of the Option where the Company is required to do so under applicable
        law.
|------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  
|General Provisions
|                   |                                                                                                                                                                                                                                                                                                              
|18.                | Time will be of the essence of this Agreement.                                                                                                                                                                                                                                                               
|                   |                                                                                                                                                                                                                                                                                                              
|19.                | This Agreement will enure to the benefit
        of or be binding upon the Company, its successors and assigns and the
        Optionee and the Optionee's personal representatives to the extent provided
        in paragraph 9.                                                                           
|                   |                                                                                                                                                                                                                                                                                                              
|20.                | This Agreement may be executed in counterparts
        which may be delivered by facsimile. Each executed counterpart shall be
        deemed to be an original and all such counterparts when read together
        constitute one and the same instrument.                                                 

IN WITNESS WHEREOF the parties have hereunto caused
  these presents to be executed as of the day and year first above written.

|Signed for and on behalf of Indo-Pacific Energy Ltd.           | ) |                          
|-------------------------------------------------------------- | - | -------------------------
|by its duly authorized attorney in the presence of:            | ) |                          
|                                                               | ) |                          
|                                                               | ) |                          
|                                                               | ) |                          
|______________________________________________________________ | ) |                          
|Witness                                                        | ) |                          
|                                                               | ) | Authorized Signatory     
|                                                               | ) |                          
|                                                               | ) |                          
|                                                               |   |                          
|                                                               |   |                          
|SIGNED, AND DELIVERED in the presence of:                      | ) |                          
|                                                               | ) |                          
|                                                               | ) |                          
|______________________________________________________________ | ) |                          
|Name                                                           | ) | _________________________
|                                                               | ) | DAVID BENNETT            
|______________________________________________________________ | ) |                          
|Address                                                        | ) |                          
|                                                               | ) |                          
|______________________________________________________________ | ) |                          
|                                                               | ) |                          

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