Exhibit 4.2.3

October, 2005

ASSET SALE AGREEMENT

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|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated    | 23
  December      2005                                                                                                                                                            
|         |                                                                                                                                                                                      
|BETWEEN: | INTERNATIONAL
  RESOURCE MANAGEMENT CORPORATION LIMITED, (formerly named INTERNATIONAL RESOURCE MANAGEMENT CORPORATION)C/- Deloitte,
  8 Nelson Street, Auckland (the Assignor)    
|         |                                                                                                                                                                                      
|AND:     | ARROWHEAD
  ENERGY LIMITEDincorporated
  in New Zealand and having a registered office c/o BDO SPICERS, BDO House,
  99-105 Customhouse Quay Wellington, New Zealand (the Assignee)

INTRODUCTION:

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|--------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A.              | The Assignor holds Participating
  Interests in certain Petroleum Exploration Permits in New Zealand, in the
  respective Joint Ventures formed by the permit holders of those Permits and
  rights and obligations pursuant to certain contractual arrangements in
  relation to those permits or petroleum produced from them, (together the
  Assigned Interests) as more particularly described in Schedule 1.
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|B.              | The Assignor has agreed to
  transfer to the Assignee its interest in each of the Assigned Assets on the
  conditions set out in this Agreement.                                                                                                                                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|IT IS
  AGREED:
|               
|1.              | DEFINITIONS
  AND INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.1             | Unless otherwise defined
  in this Agreement or the contrary intention appears, a term used in this
  Agreement, which is defined in a JVOA, has the meaning ascribed to it in that
  JVOA.                                                                                                                                                                                                                         
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|1.2             | In this Agreement
  (including the Recitals), unless the context otherwise requires:                                                                                                                                                                                                                                                                                                                                
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                | Act means the
  Crown Minerals Act 1991, (New Zealand);                                                                                                                                                                                                                                                                                                                                                           
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                | Assigned Interests means each of the Participating Interests
  and other rights and interests, described in Schedule 1, to be assigned by
  Assignor to the Assignee;                                                                                                                                                                                                                                             
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                | Conditions means
  the conditions precedent set out in clause 2.1.1 and 2.1.2;                                                                                                                                                                                                                                                                                                                                    
|                |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                | Deeds of Assignment
  means the one or more deeds of Assignment and Assumption relating to this transaction
  and the Assigned Interests, in a usual form agreed by the parties and
  accepted by the other parties to that deed;;                                                                                                                                                                                

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|    | Dollar or $ means New Zealand dollars;                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Effective Date
  means [30 September] 2005.                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | JVOA means, with
  respect to each of the Participating Interests, the Joint Venture Operating
  Agreement between the Permit Holders in relation to that Participating
  Interest.                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Joint Venture means, with respect to each of the
  Participating Interests, the joint undertaking of the Permit Holders
  (together with the Assignee after the Assign Date of this Agreement) to
  conduct the Joint Operations pursuant to the JVOA;                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Ministermeans the Minister of Energy for New Zealand or any other person for
  the time being authorised to administer the Act.                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Operatormeans,
  with respect to each of the Participating Interests, the Operator appointed
  under the JVOA;                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Participating Interestmeans
  the interest of the Assignor in each of the respective Permits and the
  respective Joint Ventures relating to each of the Permits;                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Parties means the
  named parties to this Agreement and their permitted successors and assigns,
  and Party
  has a corresponding meaning;                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Permit means, with
  respect to each of the Participating Interests, the respective Petroleum
  Permits PEP 38736, PMP 38153 and PEP 38738 (as it relates to Shallow
  Petroleum), issued pursuant to the Act, and includes any extension, renewal,
  re-issuance or other such permit issued to any Party pursuant to the Act in
  replacement of it;
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Permit Area means
  the area the subject of the Permit at any time;                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | Permit Holders
  means, with respect to each of the Participating Interests, the holders of
  the Permit, being at the time of this agreement the Assignor and the permit
  holders named in Schedule 2;                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                         
|    | working day means a day other than a Saturday, a Sunday or a public holiday in
  the place in which the act, matter or thing is to be done or is deemed to be
  done or received.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                         
|1.3 | The headings to this Agreement
  are for reference only and are not to be used in construing the Agreement.                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                         
|1.4 | Unless the context
  otherwise requires, words importing the singular include the plural and vice
  versa and words importing a gender include any other gender.                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                         
|1.5 | References to a clause,
  Schedule or Attachment is to a clause, schedule or attachment to this
  Agreement.                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                         
|1.6 | In this Agreement, other
  grammatical forms of a word or phrase defined in this Agreement have a
  corresponding meaning.                                                                                                                                                                                                                              

2

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|2.    | CONDITIONS
  PRECEDENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1   | Consent to Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1.1 | This Agreement and the
  Parties rights and obligations herein are conditional upon:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the Minister granting
  consent to the assignment of the Assigned Interests in accordance with the
  Act; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | all other necessary
  consents, including by other parties to the contracts referred to in Schedule
  1, being granted to the assignment of the Assigned Interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1.2 | The Operator must, as soon
  as practicable after the execution of this Agreement by all Parties, seek the
  consents referred to in clause 2.1.1. Each Party must use its best endeavours
  to execute all documents and do and procure to be done all acts and things as
  are reasonably within its powers to ensure that the Conditions are satisfied
  as soon as is reasonably practicable after the execution of this Agreement.
  Immediately upon a Party becoming aware that a Condition is satisfied, it
  must notify the other Parties of such satisfaction.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1.3 | Nothing in clause 2.1.1
  affects the rights and obligations of the Parties or provisions of this
  Agreement which do not create, assign, affect or deal with any legal or
  equitable interest in or affecting the Permit.                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.2   | Consequences of
  Non-Satisfaction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.2.1 | If the Condition in clause
  2.1.1 has not been satisfied within 18 months after the date of this
  Agreement or such later date as the Parties may agree in writing, then:                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | either Party may by 14
  days prior notice in writing to the other Parties terminate this Agreement
  to the extent that it relates to the Assigned Interest, in which event the
  Assignee must do and procure to be done all acts and things and execute and
  deliver and procure the execution and delivery of all documents as may be
  reasonably necessary to effect the re-transfer of the Assigned Interest to
  the Assignor. The Assignor must within 90 days after the date of termination
  reimburse to the Assignee that proportion of the amounts referred to in
  clause 3 that relate to the Assigned Interest already paid by the Assignee;
  and
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | except as otherwise
  expressly provided in this Agreement, no Party in respect of which the
  Agreement has been terminated will have any further rights or obligations
  under this Agreement, and will not be liable to any other Party in respect of
  any damages, costs or expenses except such as may arise or have arisen as a
  result of a breach of this Agreement prior to termination under this clause.                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.2.2 | If the Assignee fails to
  complete its obligations according to the JVOA and this Agreement, the
  Parties must execute all documents and do all other things necessary or
  desirable to place each other in the same position as they would have been
  had this Agreement not been executed or acted upon; including Assignee
  refunding all revenues from the Permits and assigning the Assigned Interest
  back to the Assignor and all things incidental to reassignment.                                                                                        

3

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|2.3   | Effective Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | Upon satisfaction of the
  Conditions, this Agreement is deemed to have effect from the Effective Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.    | PAYMENT
  OBLIGATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1   | Consideration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.1 | The Assignee will pay to
  the Assignor, as consideration for the assignment of the respective Assigned
  Interests, a sum equal to the amount of the expenditures incurred by the
  Assignor upon that Assigned Interest, according to the records of the
  Assignor, and the Assignee will accept liability for all further obligations
  and expenditures to be incurred in relation to each of the Assigned
  Interests.                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1.2 | The Parties agree that,
  with respect to each of the Participating Interests, the supply made under
  this Agreement is the supply of a going concern under the Goods and Services
  Act 1985 on which GST is chargeable at the rate of zero per cent. If GST in
  respect of the supply is assessed to be payable at a different rate, then the
  Vendor shall issue a valid GST invoice for the Purchase Price and the
  Purchaser shall pay to the Vendor the GST which is so payable in one sum,
  each party acting by or on the latest of the Settlement date, the date the
  supply is deemed to be made or the date GST is so assessed to be payable.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2   | Other Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | From the Effective Date,
  with respect to each of the Participating Interests, the Assignee will
  contribute its Participating Interest share of all costs and expenses of the
  Joint Venture and the Joint Operations under the JVOA.                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.3   | Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | The Assignee shall pay all
  money required under clause 3.2 in accordance with the cash calls made by the
  Operator and otherwise in accordance with the JVOA to the Joint Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.    | ASSIGNEE
  RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1   | Assigned Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | On completion of the
  Assignees obligations under clause 3.1, the Parties will execute and deliver
  the Deeds of Assignment to effect the formal assignment of the Assigned Interest
  to the Assignee, and the Assignee will have the right to seek specific
  performance of the execution and delivery of the Deeds of Assignment in a
  court of equity having jurisdiction. The Operator will seek all relevant
  consents to such executed Deed, as required by the Act. Clauses 2.1 and 2.2
  (with such changes as are necessary) apply to this seeking of consent.                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.2   | Participation in Joint
  Venture                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | From the date of execution
  of this Agreement, with respect to each of the Participating Interests, the
  Assignee has the right to be represented on the Operating Committee and to
  vote in accordance with its Participating Interest as set out in Schedule 2,
  subject to continued compliance with its obligations under this Agreement.                                                                                                                                                                                                                                                                                                             

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|5.    | DEFAULT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.1   | Default by Assignee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.1.1 | If the Assignee defaults
  in the payment of any money required to be paid by it under clause 3 or in
  any other obligation under this Agreement and that default is not remedied
  within 21 days after it receives a notice from the Operator to remedy the
  default then, in addition to all other rights of the Assignor under this
  Agreement, the JVOA and at law, the Assignor has the right to terminate this
  Agreement to the extent it relates to the Assigned Interest, by giving notice
  to the Assignee and to require the Assignee to reassign to the Assignor (at
  the Assignees sole cost and expense) the Interest of the Assignor that had
  been transferred to the Assignee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.1.2 | At that time, each Party
  must execute and deliver all documents and use its best endeavours to do and
  procure to be done all acts, matters and things as may be necessary or
  desirable to carry out and give full force and effect to the reassignments
  referred to in this clause 5.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.2   | Power of Attorney                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | The Assignee irrevocably
  grants to the Assignor a power of attorney, exercisable at any time after
  termination of this Agreement under clause 5.1 or a failure to fulfil the
  Conditions within 18 months after the date of this Agreement or a failure to
  fulfil the obligations referred to in clause 2.2.2. The Assignor as attorney
  shall have power in the Assignees name and on its behalf to carry out,
  execute, sign, seal and deliver all deeds, instruments, acts and things that
  in the opinion of the Assignor are reasonably necessary to carry out,
  execute, sign, seal, deliver or do in order to retransfer the Assigned
  Interest to the Assignor. Any act or thing done by the attorney on behalf of
  the Assignee in accordance with this clause binds the Assignee absolutely.
  The Assignee must, at all times, indemnify and hold harmless the attorney and
  its directors, officers, employees and representatives from and against any
  and all claims, damages and liabilities arising out of any act or thing
  reasonably done, and any obligation or responsibility reasonably assumed by
  the attorney on behalf of the Assignee.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.    | REPRESENTATIONS,
  WARRANTIES AND COVENANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.1   | Assignors Warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6.1.1 | The Assignor represents
  and warrants, in respect of each of the Assigned Interests, that at the date
  of this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | no act, event or omission
  has occurred which (or which with the passage of time) would render it liable
  to be struck off the register of the place in which it is incorporated;                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | it has full power and
  authority to enter this Agreement and to perform and observe the terms and
  conditions of this Agreement;                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | it is not in liquidation
  nor has it passed any resolution for its winding up, no receiver or receiver
  and manager has been appointed over all or any part of its property or
  undertaking, no petition has been presented for its winding up and no writ of
  execution has been issued against it or any of its property and, to the best
  of its knowledge, information and belief, no such action is threatened or
  contemplated and

5

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|      |                                                                                                                                                                                                                                                                                                                    | no act, event or omission
  has occurred which (or which with the passage of time) might result in any
  such event or action; and                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (d)                                                                                                                                                                                                                                                                                                                | it is the legal and
  beneficial owner of its Participating Interest;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (e)                                                                                                                                                                                                                                                                                                                | it has clear and
  marketable title to its Participating Interest and that interest is free and
  clear of any and all encumbrances, overrides or carries or rights or
  interests of third parties of any nature other than:                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | i.  | rights or interests
  created by the Act or the Permit; or
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ii. | rights or interests
  created under the JVOA;             
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (f)                                                                                                                                                                                                                                                                                                                | to the best of its
  knowledge, information and belief, after having made the due enquiry, the
  Permit is in full force and effect and not subject to forfeiture or any other
  related process of any kind which may affect the title or good standing of
  the Permit for any reason;                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (g)                                                                                                                                                                                                                                                                                                                | it is not engaged in any
  litigation or arbitration proceedings or other dispute in respect of the
  Permit, nor is it aware, to the best of its knowledge, information and
  belief, after having made due enquiry, of any pending or threatened
  litigation or arbitration proceedings or other dispute in respect of the
  Permit;                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (h)                                                                                                                                                                                                                                                                                                                | it is not aware of any
  outstanding breach of any lawful obligation that will materially adversely
  affect the Permit.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|6.1.2 | Any claim by the Assignee
  for a breach of a warranty referred to in clause 6.1.1 will be taken to be
  waived or withdrawn and will be barred and unenforceable on the second
  anniversary of the date of this Agreement unless proceedings in respect of
  the claim have been commenced against the Assignor.
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|6.2   | Assignees Warranties                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | The Assignee represents
  and warrants that, as at the date of this Agreement:                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (a)                                                                                                                                                                                                                                                                                                                | no act, event or omission
  has occurred which (or which with the passage of time) would render it liable
  to be struck off the register of the place in which it is incorporated;                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (b)                                                                                                                                                                                                                                                                                                                | it has full power and
  authority to enter this Agreement and to perform and observe the terms and
  conditions of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|      | (c)                                                                                                                                                                                                                                                                                                                | it is not in liquidation
  nor has passed any resolution for its winding up, no receiver or receiver and
  manager has been appointed over all or any part of its properties or
  undertakings, no petition has been presented for its winding up and no writ
  of execution has been issued against it or any of its property and, to the
  best of its knowledge, information and belief, no such action is threatened
  or contemplated and no act, event or omission has occurred which (or which
  with the passage of time) might result in any such event or action.
|      |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                           
|6.3   | No Merger                                                                                                                                                                                                                                                                                                         

6

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | The warranties given in
  clauses 6.1 and 6.2 will not merge on the satisfaction of the Conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.   | RECORDS
  AND DATA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The Assignor must deliver
  to the Assignee a copy of all records, data and information of a technical
  nature relating to the Assigned Interest reasonably requested by the Assignee
  as soon as practicable after the request is made. If this Agreement is
  terminated for any reason, the Assignee must immediately return all records,
  data and information provided to it, and all copies made by it or its
  employees, contractors, consultants or other agents, to the Operator.                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.   | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The provisions of the JVOA
  in respect of confidentiality, in relation to each of the respective
  Participating Interests, shall apply to this Agreement and all of its
  provisions and other information provided pursuant to this Agreement by the Assignor
  to the Assignee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.   | ASSIGNMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | A Party may not assign its
  rights or novate its obligations under this Agreement unless, with respect to
  each of the Assigned Interests, it first complies with the provisions of the
  JVOA or other relevant contract regarding assignments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.  | RISK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | The Assignor retains all
  risk and liability connected with ownership of and operations undertaken in
  connection with the Assigned Interests on or prior to the Effective Date, and
  the Assignor must indemnify, defend and hold the Assignee harmless from all
  costs, liabilities, penalties, claims, causes of action, demands, lawsuits
  and expenses (including without limitation, court costs and legal fees)
  associated with ownership of the Assigned or arising out of any operation,
  accident, act, event or circumstance occurring in connection with the
  Assigned Interests, on or prior to the Effective Date. After the Effective
  Date, the Assignee, subject to the JVOA, assumes all risk and liability
  connected with ownership of and operations undertaken in connection with the
  Assigned Interest.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.  | COSTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.1 | Subject to clause 11.2,
  any consent or other fee payable in respect of this Agreement or any
  reassignment of the Assigned Interests will be borne and paid by the
  Assignee, and the Assignee indemnifies the Assignor against liability to pay
  any such fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.2 | In the case of a
  reassignment of the Assigned Interest as a consequence of the failure to
  satisfy a Condition, any costs for any reassignment will be shared equally
  between the Assignor and the Assignee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.3 | Each Party will bear its
  own costs, including legal costs, associated with the negotiation,
  preparation and execution of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|12.  | FURTHER
  ASSURANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | Each Party must execute
  and deliver all documents and use its best endeavours to do and procure to be
  done all acts, matters and things necessary or desirable to carry out and
  give                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

7

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | full force and effect to
  the terms and satisfy the conditions of this Agreement and the terms of the
  Act.                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.1 | Method and Addresses                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | All notices or other
  communications permitted or required to be given must be in writing and are
  deemed to have been received:                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a)  | in the case of posting, on
  the tenth working day after it is posted;                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b)  | in the case of delivery by
  hand, at the time of such delivery on a working day;                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c)  | in the case of a facsimile
  transmission, at the time and date of dispatch shown in a report issued by
  the senders facsimile machine which confirms transmission to the recipient
  of the number of pages in the notice. If the time of dispatch is not on a
  working day or is after 4.00 pm on a working day, then it will be deemed
  received at the commencement of business on the next working day;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | and is to be delivered or
  sent to the following address or facsimile transmission number set out below:                                                                                                                                                                                                                                                                                                       

|                |                                             |               
|--------------- | ------------------------------------------- | --------------
|If to ASSIGNOR: | 4 Adina Road, City Beach                   
|                |                                             | Perth W A 6015
|                |                                             | Australia     
|                | Attention:
            Executive
  Chairman
|                | Facsimile:
            +61 8 9385 7349     
|                |                                             |               
|If to ASSIGNEE: | 4 Adina Road, City Beach                   
|                |                                             | Perth W A 6015
|                |                                             | Australia     
|                | Attention:
            Executive
  Chairman
|                | Facsimile:
            +61 8 9385 7349     

|     |                                                                                                                                                                                                                                                                                                                                                                
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13.2 | Substitute Address                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                
|     | A Party may at any time
  and from time to time designate a substitute address for the purpose of
  clause 13.1 by giving notice to the other Parties.                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                
|14.  | WAIVER
  AND VARIATION                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                
|14.1 | Waiver                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                
|     | No waiver of any provision
  of this Agreement nor consent to any departure from it by any of the Parties
  will be effective unless it is in writing signed by a duly authorised
  representative of the relevant Party. Such waiver or consent will be
  effective only for the specific instance and for the specific purpose for
  which it has been given.
|     |                                                                                                                                                                                                                                                                                                                                                                
|14.2 | Default or Delay Not
  Waiver                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                
|     | No default or delay on the
  part of any Party in exercising any rights, powers or privileges under this
  Agreement will operate as a waiver thereof nor will a single or partial
  exercise thereof preclude any other or further exercise                                                                                                                   

8

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | thereof or the exercise of
  any other right, power or privilege.                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14.3 | Variation                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | No variation of this
  Agreement will be effective as between the Parties unless made in writing and
  signed by a duly authorised representative of each of the Parties.                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|15.  | BINDING
  EFFECT                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | This Agreement is to be
  binding upon and shall enure to the benefit of the Parties and their lawful
  permitted assigns.                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|16.  | SEVERANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | If a provision of this
  Agreement is held to be illegal, void or unenforceable by any Court or
  administrative body having jurisdiction, such determination will not affect
  the remaining parts of this Agreement which shall remain in full force and
  effect as if such illegal or unenforceable provision had not been included.                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|17.  | RIGHTS OF
  PARTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|17.1 | All remedies, rights,
  undertakings, obligations or agreements of the Parties arising by law, this
  Agreement or otherwise are cumulative and are not in limitation of any other
  right, remedy, undertaking, obligation or agreement of such Party. Each Party
  may follow any remedy to which such Party is entitled by law, this Agreement
  or otherwise concurrently or successively at that Partys option.                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|17.2 | Those clauses which by
  their nature are intended to survive termination of this Agreement (including
  without limitation clauses 7 and 8) shall so survive termination.                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|18.  | ENTIRE
  AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | This Agreement constitutes
  the entire agreement between the Parties with respect to the subject matter
  of this Agreement and supersedes and extinguishes any covenants, agreements,
  representations and warranties previously given or made. No oral or written
  warranties or representations not contained in this Agreement will be of any
  force or effect unless reduced to writing and signed by all Parties and
  expressed to be in modification of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|19.  | GOVERNING
  LAW                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | This Agreement is to be
  governed and interpreted in accordance with the law of New Zealand. Each
  Party submits to the exclusive jurisdiction of the Courts of that country.                                                                                                                                                                                                                                                                                                    

9

---



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------
|20.  | COUNTERPART
  EXECUTION                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|20.1 | This Agreement may be
  executed in counterparts, each of which is to be deemed an original but all
  of which will constitute one and the same instrument. Any signature page of a
  counterpart may be detached from it without impairing the legal effect of the
  signatures on it and attached to another counterpart identical in form but
  having attached to it one or more additional signature pages signed by the
  other Parties.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|20.2 | Upon execution by it of a
  counterpart of this Agreement, each Party will cause a facsimile copy of the
  signature page of the counterpart to be transmitted to each of the other
  Parties and each Party will:                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                            | be bound by this Agreement
  from the time the last of the counterparts has been successfully transmitted;
  and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                            | post the originally
  executed counterpart executed by it to each other Party or as directed by the
  Operator. 

EXECUTED AS AN AGREEMENT by the Parties on the date set out above.

|                                        |  |   |               
|--------------------------------------- |  | - | --------------
|Signed for and on behalf
  of           |  |   |               
|INTERNATIONAL
  RESOURCE                |  |   |               
|MANAGEMENT
  CORPORATION                |  | ) |               
|LIMITEDby its duly authorised           |  | ) |               
|representative in the
  presence of:    |  | ) |               
|                                        |  | ) | Representative
|                                        |  | ) |               
|                                        |  |   |               
|Signed for and on behalf
  of           |  |   |               
|ARROWHEAD
  ENERGY LIMITED              |  | ) |               
|by its duly authorised
  representative |  | ) |               
|in the presence of:                     |  | ) |               
|                                        |  | ) | Representative
|                                        |  | ) |               
|                                        |  |   |               

10

---



SCHEDULE 1

ASSIGNED INTERESTS

|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|------------------------------------------- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|KAHILI ASSETS:                             
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|                                            |  | 25% Participating Interest
  in PMP 38153 and by virtue of Joint Venture Operating Agreement dated 17
  October, 2002;                                                                                                                                                                                                                                           
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|                                            |  | Interest as Seller in
  Kahili Gas Sales agreement dated 14 January, 2004, between Assignor and AUSTRAL PACIFIC ENERGY (NZ) LIMITED and TAP (NEW ZEALAND)
PTY LIMITED and MILLENNIUM OIL
  AND GAS LIMITED as Sellers and NGC NEW ZEALAND LIMITED as Purchaser;                                                                                                  
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|                                            |  | Interest as Principal in
  Kahili liquids Marketing Agency Agreement dated 1 November, 2004 between
  Assignor as Principal and AUSTRAL PACIFIC ENERGY (NZ) LIMITED as Agent;                                                                                                                                                                                    
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|PEP38736                                   
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|                                            |  | 25% Participating Interest
  in PEP 38736 and by virtue of Joint Venture Operating Agreement dated 17
  October, 2002;                                                                                                                                                                                                                                           
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|PEP38738 Shallow
  (including Cheal) Assets
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|                                            |  | Interest as a Permit
  Holder in PEP38738 and holder of 33% Participating Interest in respect of
  Shallow Petroleum and in Shallow Joint Venture by virtue of a Joint venture
  Operating Agreement dated 16 December, 2002 as varied on 2 July, 2004 and a
  Coordination Agreement between all permit holders dated 2 July, 2004.                             
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|NGC Contractual Interests                  
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|                                            |  | Interest as a party to a
  gas prepayment and sale agreement dated 16 January, 2004 between Assignor and
  NGC New Zealand Limited (NGC) to record the payment by NGC of funds to the
  Assignor to be applied against future gas, from the Kahili Field and the
  Cheal Field, to be sold by Assignor to NGC;                                                   
|                                            |   |                                                                                                                                                                                                                                                                                                                                                                  
|                                            |  | Interest as grantor by
  virtue of a Deed of Security dated 16 January, 2004 between Assignor and NGC
  New Zealand Limited (NGC) granting to NGC a security interest over the rights
  of the Assignor in PEP 38736 and PMP 38153, petroleum produced from those
  permits and the Assignors Cheal Petroleum Entitlement as defined in that
  Deed of Security.

11

---



SCHEDULE 2

PERMIT HOLDERS IN PMP 38153 AND PEP 38736

|                                    |  |                  |                           |   |  |  |       |   | 
|----------------------------------- |  | ---------------- | ------------------------- | - |  |  | ----- | - | 
|Permit
  holder                     |  | Current Interest | Interest after Assignment |  
|                                    |  |                  |                           |   |  |  |       |   | 
|ASSIGNOR                            |  |                  | 25                        | % |  |  | 00    |   | 
|TAP (NEW ZEALAND) PTY LIMITED       |  |                  | 30                        | % |  |  | 30    | % | 
|MILLENNIUM OIL AND GAS LIMITED      |  |                  | 25                        | % |  |  | 25    | % | 
|AUSTRAL PACIFIC ENERGY (NZ) LIMITED |  |                  | 20                        | % |  |  | 20    | % | 
|ASSIGNEE                            |  |                  | 00                        |   |  |  | 25    | % | 
|                                    |  |                  |                           |   |  |  |       |   | 
|                                    |  |                  |                           |   |  |  |       |   | 
|                                    |  |                  | 100.00                    | % |  |  | 100.0 | % | 

PERMIT HOLDERS IN PEP 38738 AND SHALLOW JOINT VENTURE

|                                    |  |                  |                           |                 |  |  |       |   | 
|----------------------------------- |  | ---------------- | ------------------------- | --------------- |  |  | ----- | - | 
|Permit
  holder                     |  | Current Interest | Interest after Assignment
|                                    |  |                  |                           |                 |  |  |       |   | 
|ASSIGNOR                            |  |                  | 33                        | %               |  |  | 00    |   | 
|KANUKA ENERGY LIMITED               |  |                  | 36.5                      | %               |  |  | 36.5  | % | 
|CHEAL PETROLEUM LIMITED             |  |                  | 30.5                      | %               |  |  | 30.5  | % | 
|CARDIFF HOLDINGS NO.1 LIMITED       |  |                  | 0                         | (Deep only)     |  |  |       |   | 
|CARDIFF HOLDINGS NO.2 LIMITED       |  |                  | 0                         | (Deep only)     |  |  |       |   | 
|RATA ENERGY LIMITED (Rata)        |  |                  | 0                         | (Deep only)     |  |  |       |   | 
|AUSTRAL PACIFIC ENERGY (NZ) LIMITED |  |                  | 0                         | (Operator only) |  |  |       |   | 
|                                    |  |                  |                           |                 |  |  |       |   | 
|ASSIGNEE                            |  |                  | 00                        |                 |  |  | 33    | % | 
|                                    |  |                  |                           |                 |  |  |       |   | 
|                                    |  |                  |                           |                 |  |  |       |   | 
|                                    |  |                  | 100.00                    | %               |  |  | 100.0 | % | 

12

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