Exhibit 4.6

|                      
|----------------------
|SHARE SALE
  AGREEMENT
|ARROWHEAD ENERGY      
|                      

BLADE ENERGY PTY LIMITED
IDFK INTERNATIONAL MANAGEMENT INC
INTERNATIONAL RESOURCE MANAGEMENT CORPORATION LIMITED
MELIOR PTY LIMITED
SADAT NADERI
TERRI BIRGITTA ZADKO

AUSTRAL PACIFIC ENERGY (NZ) LIMITED

|                                    
|------------------------------------
|(Simpson Grierson LOGO)             
|Barristers
  & Solicitors           
|Auckland
  & Wellington, New Zealand
|www.simpsongrierson.com             

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TABLE OF
CONTENTS

|                        |  |                                     |  |   
|----------------------- |  | ----------------------------------- |  | --
|1.                      |  | DEFINITIONS AND INTERPRETATION      |  | 2 
|2.                      |  | AGREEMENT TO
  SELL AND PURCHASE    |  | 5 
|3.                      |  | PURCHASE
  PRICE AND PAYMENT        |  | 6 
|4.                      |  | OBLIGATIONS
  ON OR BEFORE CLOSING  |  | 6 
|5.                      |  | CLOSING                             |  | 8 
|6.                      |  | CONDITIONS                          |  | 10
|7.                      |  | WARRANTIES                          |  | 12
|8.                      |  | CONFIDENTIALITY
  AND ANNOUNCEMENTS |  | 13
|9.                      |  | MISCELLANEOUS                       |  | 14
|                        |  |                                     |  |   
|SCHEDULE 1 - WARRANTIES |  |                                    

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|                |     
|--------------- | ----
|AGREEMENT DATED | 2006

|           |                                                                                                                                                                                                                            
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PARTIES   
|           |                                                                                                                                                                                                                            
|1.         | BLADE ENERGY PTY LIMITEDa
  duly incorporated company having its registered office at 12 Cessna
  Drive, Jandakat, Perth 6164, Australia on behalf of the Christina Trust                                                  
|           |                                                                                                                                                                                                                            
|           | IDFK INTERNATIONAL MANAGEMENT INCa
  duly incorporated company having its registered office at Level 20, Menara
  Standard Chartered, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia on
  behalf of the Gryphon Trust
|           |                                                                                                                                                                                                                            
|           | INTERNATIONAL RESOURCE MANAGEMENT
  CORPORATION LIMITED a duly incorporated company
  having its registered office at 8 Nelson Street, Auckland, New Zealand                                                               
|           |                                                                                                                                                                                                                            
|           | MELIOR PTY LIMITED
  a duly incorporated company having its registered office at 10 Glen Iris
  Drive, Jandakat, Perth 6164, Australia on behalf of W F and H Shire Family
  Trust                                         
|           |                                                                                                                                                                                                                            
|           | SADAT NADERI of
  London, England                                                                                                                                                                                          
|           |                                                                                                                                                                                                                            
|           | TERRI BIRGITTA ZADKO
  of Perth, Australia on behalf of the Nighthawk Trust                                                                                                                                                
|           |                                                                                                                                                                                                                            
|           | (together Vendors
  and each a Vendor)                                                                                                                                                                                     
|           |                                                                                                                                                                                                                            
|2.         | AUSTRAL PACIFIC ENERGY (NZ) LIMITED
  a duly incorporated company having its registered office at Level 3, 40
  Johnson Street, Wellington or nominee (Purchaser)                                                          
|           |                                                                                                                                                                                                                            
|BACKGROUND
|           |                                                                                                                                                                                                                            
|A.         | Arrowhead
  Energy Limited (Company) is a company incorporated under
  the Companies Act 1993 with 125 fully paid ordinary shares each ranking
  equally in all respects.                                                  
|           |                                                                                                                                                                                                                            
|B.         | The Vendors
  are the owners of all shares in the Company, with each Vendor having the
  shareholding set out below:                                                                                                       

| |                                                         |  |                     
| | ------------------------------------------------------- |  | --------------------
| | Blade Energy Pty Limited                                |  | 20 ordinary
  shares
| | IDFK International
  Management Inc                     |  | 20 ordinary
  shares
| | International Resource
  Management Corporation Limited |  | 25 ordinary shares  
| | Melior Pty Limited                                      |  | 20 ordinary shares  
| | Sadat Naderi                                            |  | 20 ordinary shares  
| | Terri Birgitta Zadko                                    |  | 20 ordinary shares  

|   |                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|C. | The Vendors
  wish to sell and the Purchaser wishes to purchase all of the shares in the
  Company, in accordance with the terms and conditions in this agreement.

|
|
|

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|Share Sale Agreement | Page 2
|                    

THE PARTIES AGREE
THAT:

|    |                                                                                                                                                                                                                                                                   |                                                                                     | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | 
|1.  | DEFINITIONS AND INTERPRETATION                                                                                                                                                                                                                                   
|   
|    |                                                                                                                                                                                                                                                                  
|1.1 | Definitions:In
  this agreement, unless the context indicates otherwise:                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                  
|    | Accounts Date
  means 31 March 2006;                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                   |                                                                                     | 
|    | Act means the
  Companies Act 1993;                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                  
|    | Businessmeans the business of the Company from time to time;                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                   |                                                                                     | 
|    | Business Day means a day on which registered banks are open for ordinary
  over-the-counter business in Wellington, New Zealand, excluding Saturdays,
  Sundays and statutory public holidays in Wellington;                                                     
|    |                                                                                                                                                                                                                                                                  
|    | Cheal JVOAmeans
  the Shallow Joint Venture Operating Agreement in respect of Petroleum
  Exploration Permit (PEP) 38738-01 (and now also Petroleum Mining Permit (PMP)
  38156), dated 16 December 2002, as varied by the Form of Variation
  dated 2 July 2004;
|    |                                                                                                                                                                                                                                                                  
|    | Cheal Revenue Shareshas
  the meaning given to that term in the Companys constitution;                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                  
|    | Closing means the
  closing of the sale and purchase of shares contemplated by this agreement
  which will take place on the Closing Date;                                                                                                                       
|    |                                                                                                                                                                                                                                                                  
|    | Closing Date means
  the later of:                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                               | 15 November
  2006;                                                                
|    |                                                                                                                                                                                                                                                                   |                                                                                    
|    | (b)                                                                                                                                                                                                                                                               | 5 Business
  Days after all of the conditions in clause 6.1 have been fulfilled; or
|    |                                                                                                                                                                                                                                                                   |                                                                                    
|    | (c)                                                                                                                                                                                                                                                               | such other
  date as may be agreed between the Vendors and the Purchaser;          
|    |                                                                                                                                                                                                                                                                   |                                                                                    
|    | Company means
  Arrowhead Energy Limited;                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                  
|    | Condition Datemeans
  31 October 2006;                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                  
|    | Disclosure Letter
  means the letter disclosing certain facts and circumstances in relation to
  the Warranties delivered by the Vendors to the Purchaser prior to the
  Condition Date as contemplated by clause 7.4;                                           
|    |                                                                                                                                                                                                                                                                  
|    | Environmental Permits
  means any and all permits, consents, licences, approvals, registrations,
  certificates and authorisations required under any and all Environmental
  Requirements;                                                                      
|    |                                                                                                                                                                                                                                                                  
|    | Environmental Requirements
  means any law (including the common law), statute, regulation, notice,
  consent, agreement, plan, bond or other requirement having legal effect,
  relating to the following:                                                      
|    |                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                               | environmental
  protection;                                                        

| | 
| | 
|

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|Share Sale Agreement | Page 3
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| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                         | 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------- | 
| | (b)                                                                                                                                                                                                                                                                                                                                         | health
  and/or safety of people;                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | (c)                                                                                                                                                                                                                                                                                                                                         | the use of
  land;                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | (d)                                                                                                                                                                                                                                                                                                                                         | the
  discharge or release into the environment of contaminants, hazardous
  substances or any other chemicals or toxic substances; and
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | (e)                                                                                                                                                                                                                                                                                                                                         | the use,
  manufacture, processing, refining or storage of contaminants, hazardous
  substances or other chemicals or toxic substances;
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | GAAP means
  generally accepted accounting practice in New Zealand, as defined in
  section 3 of the Financial Reporting Act 1993;                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                            
| | GST means goods
  and services tax payable under the Goods and Services Tax Act 1985;                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                            
| | Loan Facility
  means the loan facility made available to the Company under the Term Loan
  Agreement between the Company and the Purchaser dated on or about the date of
  this agreement;                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                            
| | Permits means the
  Companys interests in:                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                                                                                                                                         | Petroleum
  Exploration Permit (PEP) 38738-01;                                                                                         
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | (b)                                                                                                                                                                                                                                                                                                                                         | Petroleum
  Mining Permit (PMP) 38156;                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | (c)                                                                                                                                                                                                                                                                                                                                         | Petroleum
  Mining Permit (PMP) 38153; and                                                                                             
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | (d)                                                                                                                                                                                                                                                                                                                                         | the Joint
  Venture Operating Agreements for the permits referred to in paragraphs (a) to
  (c) above;                                 
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        
| | Permitted Dividendmeans
  any distribution by the Company to
  the Vendors in accordance with clause 4.3;                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                            
| | Perpetual Provisions
  means section 8 and 9;                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                            
| | Properties means
  the properties or premises owned, leased, licensed or otherwise occupied by
  the Vendors in connection with the Business or by the Company (but excluding
  any property used in connection with the Permits and which are under the
  control of the operator under the relevant Joint Venture Operating
  Agreement);
| |                                                                                                                                                                                                                                                                                                                                            
| | Purchase Price
  means NZ$17,000,000.00 plus GST (if any);                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                         | 
| | SC Shareshas the
  meaning given to that term in the Companys constitution;                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                            
| | Shares means the
  shares in the capital of the Company referred to in paragraph C of the
  background and all rights attaching to them, together with any SC Shares or
  Cheal Revenue Shares issued by the Company and not redeemed and cancelled at
  the date of Closing;                                                              
| |                                                                                                                                                                                                                                                                                                                                            
| | Taxation includes any and all forms of tax
  (both domestic and foreign imposed by any level of government or any public
  body) and in particular (but without limitation):                                                                                                                                                               

| | 
| | 
|

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|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                           | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | (a)                                                                                                                                                               | income tax,
  goods and services tax, fringe benefit tax, stamp duty, land tax, gift duty,
  dividend withholding payments and excess retention tax;                                                                                                                                                                                                                                     
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                           | 
|    | (b)                                                                                                                                                               | all other
  statutory or governmental impositions, dues, duties, levies, tariffs,
  charges, rates or local taxes;                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                               | all charges,
  interest, penalties, fines, additional tax, costs and expenses incidental and
  relating to or arising in connection with the re-assessment of any tax or to
  the negotiation of any closing of any dispute as to the liability of any
  person for any tax, or any actual or threatened taxation claim or proceeding
  taken in connection with any tax; and            
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                               | the loss or
  reduction of any form of relief, exemption, concession, deferral, saving or
  sparing, including without limitation rebates, credits, deductions,
  allowances, net losses, loss carry forward or loss offset and in the case of
  deductions, allowances, net losses, loss carry forward or loss offset
  multiplied by the appropriate rate of taxation where applicable;
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | Tax and Taxes
  will be construed accordingly;                                                                                                                   
|    |                                                                                                                                                                  
|    | Warranties means
  the warranties, representations and undertakings given or made by the Vendors
  in Schedule 1 and Warrantywill be construed accordingly;
  and
|    |                                                                                                                                                                  
|    | Warranty Claim
  means a valid and permitted claim by the Purchaser against the Vendors under
  clause 7.3.                                                      
|    |                                                                                                                                                                  
|1.2 | Interpretation: In
  this agreement, unless the context indicates otherwise:                                                                                     
|    |                                                                                                                                                                  
|    | (a)                                                                                                                                                               | Defined Expressions:
  expressions defined in the main body of this agreement have the defined
  meaning throughout this agreement, including the background;                                                                                                                                                                                                                            
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                               | Headings: section,
  clause and other headings are for ease of reference only and do not affect
  this agreements interpretation;                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                               | Parties:
  references to any party include that partys executors,
  administrators, successors and permitted assigns;                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                               | Persons:
  references to a person include an
  individual, company, corporation, partnership, firm, joint venture,
  association, trust, unincorporated body of persons, governmental or other
  regulatory body, authority or entity, in each case whether or not having a
  separate legal identity;                                                                                   
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (e)                                                                                                                                                               | Plural and Singular:
  references to the singular include the plural and vice versa;                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (f)                                                                                                                                                               | Clauses/Schedules/Attachments:references to clauses, schedules and
  attachments are to clauses in, and the schedules and attachments to, this
  agreement. Each such schedule and attachment forms part of this agreement;                                                                                                                                                              
|    |                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (g)                                                                                                                                                               | Statutory Provisions:references to any statutory provision are
  to statutory provisions in force in New Zealand and include any statutory
  provision which amends or replaces it, and any by-law, regulation, order,                                                                                                                                                                   

|
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|Share Sale Agreement | Page 5
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|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                            | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|    |                                                                                                                                                                                                                                                                                                                                                                       | statutory instrument,
  determination or subordinate legislation made under it;                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (h)                                                                                                                                                                                                                                                                                                                                                                   | Negative Obligations:
  any obligation not to do anything includes an obligation not to suffer,
  permit or cause that thing to be done;                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (i)                                                                                                                                                                                                                                                                                                                                                                   | Inclusive Expressions: the term includes or including
  (or any similar expression) is deemed to be followed by the words without
  limitation;                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (j)                                                                                                                                                                                                                                                                                                                                                                   | Documents:
  references to any document (however described) are references to that
  document as modified, novated, supplemented, varied or replaced from time to
  time and in any form, whether on paper or in an electronic form;                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (k)                                                                                                                                                                                                                                                                                                                                                                   | Joint and Several Obligations:
  undertakings, warranties, representations, covenants, agreements and other
  obligations of the Vendors will bind and be deemed to have been given or
  assumed by each of them severally;                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (l)                                                                                                                                                                                                                                                                                                                                                                   | Payment:references
  to, or obligations in this agreement which require, payment of money will be
  references to, or deemed to be an obligation requiring, payment of money in
  immediately available cleared funds or in any other form that the Vendors and
  Purchaser agree in writing;                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (m)                                                                                                                                                                                                                                                                                                                                                                   | $ and Dollars: $ and
  Dollars
  refers to New Zealand dollars;                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (n)                                                                                                                                                                                                                                                                                                                                                                   | Monetary Amounts:all monetary amounts are stated exclusive of GST and in New Zealand
  currency, and all amounts payable by a party under this agreement are to be
  paid in that currency. GST is payable at the same time and in the same manner
  as is any other amount payable under this agreement, where that amount is
  subject to GST under the Goods and Services Tax Act 1985.
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|2.  | AGREEMENT TO SELL AND PURCHASE                                                                                                                                                                                                                                                                                                                                       
|   
|    |                                                                                                                                                                                                                                                                                                                                                                      
|2.1 | Sale and Purchase:
  The Vendors agree to sell and transfer to the Purchaser, and the Purchaser
  agrees to purchase and take a transfer of, the Shares on the terms and
  conditions in this agreement.                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                      
|2.2 | No Encumbrances:
  The Shares will be bought and sold free and clear of any encumbrances, other
  than any encumbrances in favour of the Purchaser pursuant to the Loan
  Facility and associated security documents.                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                      
|2.3 | Rights and Privileges:
  The Shares will be bought and sold with all benefits, rights, privileges and
  entitlements which accrue or attach to them as at the date of this agreement
  including the right to all bonuses, dividends (other than the Permitted
  Dividend) and other distributions made or paid in respect of the Shares on or
  after 31 March 2006.
|    |                                                                                                                                                                                                                                                                                                                                                                      
|2.4 | Title, Property and Risk:The
  title to, property in and risk of the Shares:                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                   | Vendors: until Closing,
  remains solely with the Vendors; and                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                   | Purchaser: passes
  to the Purchaser on and from Closing.                                                                                                                                                                                                                                                                                                                                 

|
|
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                  | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|3.  | PURCHASE PRICE AND PAYMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.1 | Purchase Price:
  The price payable by the Purchaser to the Vendors for the Shares will be the
  Purchase Price.                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.2 | Payment: The
  Purchase Price will be paid by the Purchaser on Closing, less the amount
  required to repay all indebtedness under the Loan Facility.                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.3 | Apportionment: The
  moneys payable under clause 3.2 shall be apportioned amongst the Vendors
  in accordance with their agreed percentage entitlements and paid by Bank
  transfer of cleared funds to the account of International Resource Management
  Corporation Limited at ASB Main Branch, Wellington account number 0017926-61
  (Sort Code: 123192. Swift Code: ASBBNZ2A), which is hereby authorised to
  receive the same on behalf of the Vendors and payment to whom shall be a good
  discharge to the Purchaser.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.4 | Lowest Price:The
  parties agree that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Capitalised Interest:the
  Purchase Price does not include any capitalised interest;                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Lowest Price:the
  lowest price for the purpose of section EW32 of the Income Tax Act 2004 is
  equal to the Purchase Price; and                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Tax Returns:they
  will compute their taxable income for the relevant period on the basis that
  the Purchase Price includes no capitalised interest and that they will file
  their tax returns accordingly.                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 
|4.  | OBLIGATIONS ON OR BEFORE CLOSING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1 | Vendors Obligations:
  The Vendors will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Repayment Obligations:
  on or before Closing, ensure the repayment of all money (if any) owing to the
  Company by the Vendors;                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Access: ensure
  that the Purchaser or its representatives have full access to the premises,
  books of account, computerised records, financial records, and other documents
  and records of the Company from the date of this agreement until Closing and
  that they will be given promptly all information they may reasonably require
  concerning the Business or affairs of the Company;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Terminate Employment:
  immediately before Closing, lawfully terminate the employment of all staff
  employed by the Company and meet all legal obligations to the staff whose
  employment has been terminated, including paying all wages and salary,
  holiday pay, redundancy pay and other compensation; and                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Bank Accounts: not
  less than two Business Days before the Closing Date, deliver to the Purchaser
  a statement disclosing details of all accounts or deposits of the Company with
  banks or other financial institutions and the signatories to those accounts.                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2 | Pre-Closing Undertakings:
  In the period from 31 March 2006 until Closing, the Vendors undertake
  that:                                                                                                                                                                                                                                                                                                                                                                                                                       

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Business Pending Settlement:
  the Business will be operated in the normal and ordinary course and, except
  as specified in clause 4.3, no unusual payments shall be made, no unusual or
  onerous commitments will be entered into and the assets of the Business will
  be properly maintained and preserved other than as specifically disclosed to
  the Purchase prior to the date of this agreement;                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Obligations:
  subject to clause 4.4, the Company will continue to meet all of its
  outstanding obligations, including in relation to the Cheal JVOA;                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Shares:the
  Vendors will not deal with the Shares and will ensure that all shareholder
  advances are repaid at the date of Closing; and                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Permits: without
  limiting clause 4.2(a), the Company will not transfer or otherwise deal with
  its interest in the Permits without the prior written approval of the
  Purchaser.                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3 | Apportionment of Revenue and Expenses:
  The intention of the parties is that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the Vendors
  will have the benefit of the Companys share of revenue from the Cheal JVOA, net of its
  responsibility for the costs of the Cheal JVOA up to 18 October 2006 and the
  Purchaser will have the benefit of the Companys share of revenue from the
  Cheal JVOA, net of its responsibility for the costs of the Cheal JVOA on
  and from 18 October 2006:                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | in all other respects the Vendors will have the benefit of the
  Companys revenue and responsibility for the Companys accounts
  payable up to Closing and the Purchaser will have the benefit of the
  Companys revenue and responsibility for its accounts payable on and from
  Closing.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | In
  this regard                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the Vendors and the Purchaser will work together to produce a set of
  final accounts for the Company as at Closing (but apportioning Cheal revenue
  and expense as at 18 October), which accounts will accrue all revenue
  due and accounts payable (including provision for the receipt of Cheal
  revenue from the Cheal joint venture (as an account receivable), and for the
  payment of the net Cheal revenue to the vendors (as an account payable)); and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | as Cheal revenue funds are received from the Cheal joint venture,
  payments (representing the portion of that net revenue attributable to the
  period up to 18 October) will be made to the Vendors, clearing the provisions
  in the final accounts (and to the extent that any such revenue is paid to the
  Company after Closing, the Company will hold such funds on trust for the
  Vendors and will account to the Vendors for such funds).               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4 | Obligations under the Cheal JVOA:
  Notwithstanding clause 4.2(b) the Purchaser agrees to meet any cash calls
  made on the Company under the Cheal JVOA on or after
  18 October 2006. In the event that this Agreement is terminated
  under clause 6.5 or Closing is not completed on the Closing Date other than
  as a result of default by the Purchaser, the Vendors will, within 7 days,
  reimburse the Purchaser for any cash calls met by the Purchaser pursuant to
  this clause 4.4. The Vendors agree that the security provided in relation to
  the Loan Facility will also provide security against proper repayment of any
  amount repayable to the Purchaser under this clause 4.4. If the Vendors fail
  to repay any amount payable to the

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|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | Purchaser under this clause 4.4 by the due
  date for payment, such monies will be deemed to have been advanced pursuant
  to the Loan Facility, and all relevant provisions of the Loan Facility shall
  apply accordingly.                         
|    |                                                                                                                                                                                                                                                      
|4.5 | Purchasers Obligations:
  Not less than two Business Days before the Closing Date, the Purchaser will
  provide the Vendor with:                                                                                                                    
|    |                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                   | Officers: the full
  names and residential addresses of the Companys new directors nominated by
  the Purchaser to take office with effect from Closing;                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                   | Bank Authorisations:
  subject to the Vendors compliance with clause 4.1(d), a list of those
  authorities to operate bank accounts which the Purchaser requires to be
  revoked and the names of any new signatories to those accounts; and                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                                   | Transfer: share
  transfer forms duly executed by the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.  | CLOSING                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|   
|5.1 | Time and Place:
  Closing will take place at 2.15 pm or at such other time as the Vendors
  and the Purchaser agree on the Closing Date at the offices of the Purchasers
  solicitors or at such other place as the Vendors and the Purchaser agree.
|    |                                                                                                                                                                                                                                                      
|5.2 | Documents for Delivery by the Vendors at
  Closing: At Closing the Vendors will deliver to the
  Purchaser:                                                                                                                                          
|    |                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                   | Share Transfers:
  transfers of the Shares to the Purchaser executed by the respective holders
  of the Shares and in registrable form;                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                   | Share Certificates:
  the share certificates (if any) for the Shares or, if none, a statutory
  declaration by a Company officer stating that no share certificate has been
  issued for any of the Shares;                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                                   | Waivers: any
  waivers of pre-emptive rights required under the Companys constitution
  required to enable the Purchaser to be registered as holder of the Shares;                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (d)                                                                                                                                                                                                                                                   | Directors Resolution:
  a resolution of the Companys directors approving the transfers of the Shares
  and directing that, on presentation of the executed transfer, the Purchaser
  be entered in the Companys register of shareholders as the holder of the
  Shares and the existing share certificates (if any) for the Shares be
  cancelled;                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (e)                                                                                                                                                                                                                                                   | Shareholders Resolution:a
  special resolution of the shareholders of International Resource Management
  Corporation Limited (IRMCL) approving the sale of the Shares
  held by IRMCL and evidence satisfactory to the Purchaser that no shareholder
  in IRMCL requires IRMCL to purchase its shares in IRMCL pursuant to
  section 110 of the Act in connection with the sale of the Shares,
  together with such other resolutions for each of the other Vendors as may be
  required in the jurisdiction in which those Vendors are incorporated (or domiciled);

|
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | Statutory Records:                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                               | the
  certificate of incorporation and constitution of the Company (or copies
  certified by the Vendors solicitor as true and correct copies of the
  Companys certificate of incorporation and constitution);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                              | any
  certificate of incorporation on change of name of the Company;                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                             | the
  directors and shareholders minute book and other records of meetings or
  resolutions of directors and members;                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                              | the share
  register;                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                               | the
  interests register;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                              | the register
  of directors and secretary;                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                             | the register
  of charges; and                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| |     | (viii)                                                                                                                                                                                                                                                                                                                                                                                            | all other
  registers and statutory records required by the Act and all other books, records
  and documents relating to the Companys affairs;                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                  
| | (g) | Written Agreements:
  copies of all written material agreements to which the Company is a party;                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (h) | Intellectual Property Rights:
  certificates of registration and renewals of those Trade Marks of which the
  Company is registered as the proprietor and copies of all licences and
  registered user agreements which have been executed by the Company and
  pursuant to which the Company is the registered user of any Trade Mark;                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (i) | Books of Record and Account:
  all books of record and account (including without limitation, all tax
  returns, statement of taxation, account and correspondence with the Inland
  Revenue Department) of the Company and all computerised records of the
  Company;                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (j) | Resignations:
  resignations in writing as directors of the Company, which resignations will
  include an acknowledgment in a form acceptable to the Purchaser that no money
  is owing to them whether as fees, salary, reimbursement for expenditure,
  compensation or otherwise and that they have no claims of any kind against
  the Company;                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (k) | Appointments:
  evidence of the passing of an effective resolution by the Company appointing
  such persons as the Purchaser may nominate as directors; and                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                  
| | (l) | Banking: evidence
  of the passing by the Companys board of directors of effective resolutions
  revoking all existing authorities to bankers concerning the operation of the
  Companys bank accounts required by the Purchaser to be revoked under
  clause 4.1(d) and giving authority to such persons as the Purchaser may
  have nominated under clause 4.1 (d) to operate these accounts.

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                 | 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|5.3 | Closing Payment:
  On compliance with the provisions of clause 5.2, the Purchaser will pay
  the amount contemplated by clause 3.2 in the manner specified in
  clause 3.3.                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.4 | Default by Vendors:
  If the Vendors default in the performance of any of their obligations under
  this agreement prior to or on the Closing Date, the Purchaser may (in
  addition to and without prejudice to any other rights or remedies available
  to it):                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Limited Closing:
  effect Closing so far as practicable having regard the defaults which have
  occurred (in which case the Vendors will be liable to comply as soon as
  possible with their obligations under this section);                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Specific Performance:
  sue the Vendors for specific performance; and                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Cancel Agreement:
  give the Vendors notice in writing of the default and if such default is not
  remedied to the satisfaction of the Purchaser within 10 Business Days of
  any notice under this clause 5.4©, cancel this agreement.                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|5.5 | Default by Purchaser:If
  due to the Purchasers default any portion of the Purchase Price is not paid
  on the due date the Purchaser will without prejudice to any of the Vendors
  rights or remedies under this Agreement pay to the Vendor interest (at the
  Default Interest Rate applicable in respect of the Loan Facility) on the
  unpaid portion of the Estimated Purchase Price from the due date until payment
  in full.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.  | CONDITIONS                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|6.1 | Conditions:
  Closing is conditional upon:                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Due Diligence: the
  completion by the Purchaser of due diligence on the Shares and the Company,
  satisfactory to the Purchaser in all respects;                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Third Party Regulatory Consents:
  any third party regulatory consents or approvals requested for the purchase
  of the Shares including the consent of the Minister of Energy pursuant to
  section 41 of the Crown Minerals Act 1991 being received on terms
  satisfactory to the Purchaser;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Financing for the Loan Facility:
  the Purchaser raising sufficient debt and equity finance on terms entirely
  acceptable to the Purchaser (at its sole discretion) to fund the Loan
  Facility;                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Financing for the Purchase:
  the Purchaser raising sufficient debt and equity finance on terms entirely
  acceptable to the Purchaser (at its sole discretion) to fund the purchase of
  the Shares and development costs;                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Board Approval:
  Purchaser board approval of the purchase of the Shares and the associated
  financing;                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                      | Financial Obligations:
  evidence satisfactory to the Purchaser that the Company has met all of its
  financial obligations, including under Cheal JVOA and it has no third party
  indebtedness other than the Loan Facility;                                                                 

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | SC Shares: the
  Vendors discharging all obligations to the SC Share shareholders from the
  Loan Facility and the Vendors redeeming and cancelling all such shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Cheal Revenue Shares:
  evidence satisfactory to the Purchaser that there are no Cheal Revenue Shares
  on issue;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Royalty Arrangements:
  evidence satisfactory to the Purchaser that the Company has not entered into
  any royalty arrangements other than the ONeil Royalty (as previously
  disclosed to the Purchaser);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | NGC/Vector Approval:
  the Purchaser receiving written confirmation from Vector that it will not
  terminate the Gas Prepayment and Sale Agreement between the Company and NGC
  as a result of the sale and purchase of the Shares. If Vector will not
  provide such written confirmation then the Vendors will repay the amount owed
  to Vector under or in relation to such agreement (Vector Amount) prior to
  Closing. In such circumstances the Purchaser will repay the Vendors the
  Vector Amount from the net proceeds of gas sales from Cheal and Kahili. The
  Vector Amount will be interest free and unsecured. The Purchaser agrees to
  apply no less than 20% of the net revenue of the gas sales from Cheal and
  Kahili (as determined by the Purchasers auditor if the parties cannot agree)
  in repayment of the Vector Amount. The repayments will be made within ten
  working days of the end of each month based on the net revenue for the said
  gas sales in the previous month; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Surrender of Certain Permits:
  evidence satisfactory to the Purchaser that the company has surrendered all
  interests in Petroleum Exploration Permit (PEP) 38333 and Petroleum
  Exploration Permit (PEP) 38340 and that it has no further obligations in
  respect of such permits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.2 | Fulfillment of Conditions:
  The parties will use their best endeavours to procure the fulfillment of the
  conditions in clause 6.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.3 | Benefit of Conditions:
  The conditions in clause 6.1 have been inserted solely for the benefit
  of the Purchaser which may waive them at the Purchasers sole discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.4 | Non-Fulfilment of Consent Condition:
  If the Purchaser has not obtained the consent of the Minister of Energy to
  the transfer of the Shares, pursuant to section 41 of the Crown Minerals Act
  1991, by the Condition Date and the Purchaser elects to waive condition in
  clause 6.1(b), the parties will continue to use best endeavours to obtain
  such consent. Notwithstanding the preceding sentence, if the Purchaser
  subsequently determines (acting reasonably) that is not possible to obtain
  the consent of the Minister of Energy (on terms satisfactory to the
  Purchaser) then the parties will take such steps as are necessary or
  desirable (including the re-transfer of the shares and the repayment of the
  purchase price) to unwind the transaction contemplated by this agreement and
  to return each of them to the position they would have been in if this
  agreement had not been entered into.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.5 | Non-Fulfilment of Other Conditions:
  If all the Conditions have not been fulfilled or waived in accordance with
  this agreement by the Condition Date (or, in the case of the condition in
  clause 6.1(c), by 18 October 2006) or such later date as may be agreed in
  writing by the parties, then either the Vendors or the Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|
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|                    

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                              | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | may
  terminate this agreement by notice in writing to the other of them, in which
  case this agreement will end (with the exception of the Perpetual Provisions
  and rights that accrue before this agreement is terminated) and no party will
  have any claim against any other party arising under or in connections with
  this agreement.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.  | WARRANTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                              | 
|7.1 | Warranties: In
  consideration of the Purchaser entering into this agreement the Vendors give
  and make the Warranties, with the intent that the Purchaser does, in entering
  into this agreement, rely on the truth of the statements in the Warranties.
  Each of the Warranties is given as a separate Warranty and will not limit,
  nor be limited by, any other Warranty.                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.2 | Warranties Repeated:
  The Warranties given and made under clause 7.1 will also be deemed to be
  given and made by the Vendors at all times up to and on Closing.                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.3 | Warranty Claims:All
  Warranty Claims made by the Purchaser must be in writing and delivered to the
  Vendors solicitors and all claims so made will be deemed to have been made
  against the Vendors.                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.4 | Exclusions from Warranty Claims:No
  fact or circumstance will give rise to a Warranty Claim to the extent that
  fact or circumstance is specifically disclosed in the Disclosure Letter
  delivered by the Vendors to the Purchaser prior to the Condition Date.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.5 | Non-Taxation Warranty Claim Limitations:
  The Purchaser will not be entitled to make any claim whatsoever against the
  Vendors in respect of any Warranty, other than a Warranty in relation to Tax,
  being unfulfilled or materially untrue, misleading or incorrect nor any other
  claim under or in respect of this agreement:                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Threshold: unless
  the aggregate amount of all individual claims comprising the first claim made
  in any one year from the date of this agreement exceeds $50,000 but once any
  claim or claims have reached that aggregate amount no further minimum
  thresholds will apply to any subsequent claims made in that year;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Maximum Liability:
  to the extent that the aggregate amount payable by the Vendors for all such
  claims would exceed a sum equal to the Purchase Price; and                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Time: unless the
  claim is made prior to the expiry of 24 months from Closing, provided that
  this clause will not apply to claims in respect of Taxation.                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                             
|7.6 | Taxation Warranty Claim Limitations:
  The Purchaser will not be entitled to make any claim whatsoever against the
  Vendors in respect of any Warranty in relation to Tax being unfulfilled or
  materially untrue, misleading or incorrect nor any other claim under or in
  respect of this agreement unless the claim is made prior to the expiry of
  four years from the date of filing of the income tax return for the year
  ending 31 March 2006.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.7 | Notification: If,
  before Closing, the Vendors become aware of any Warranty being unfulfilled or
  materially untrue, misleading or inaccurate or of any circumstance which will
  or would reasonably be likely to result in any of the Warranties being
  unfulfilled or materially untrue, misleading or inaccurate at                                                                                                                                 

|
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|                    

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                     | 
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|     | Closing, or
  any event will occur which may entitle the Purchaser to exercise its rights
  of cancellation under clause 7.11, the Vendors must immediately notify
  the Purchaser in writing of all relevant information, circumstances or
  events.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.8  | Indemnification of Purchaser:
  The Vendors will indemnify the Purchaser and keep the Purchaser fully and
  effectively indemnified against, and will hold the Purchaser harmless from,
  any loss, liability, damage, cost, expense or Taxation which results or
  arises from, or is attributable or relates to, any of the Warranties given by
  the Vendors being unfulfilled or materially untrue, misleading or inaccurate.                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.9  | Gross Up: If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Deduction:the
  Vendors are required by law to make any deduction or withholding from any sum
  payable under the indemnity given in this section 7 or under or in
  respect of any Warranty; or   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Payment: the
  Purchaser is required by law to make any payment or suffers any Taxation on
  or in relation to any amount received or receivable by the Purchaser under
  this agreement;          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                    
|     | then the sum
  payable by the Vendors will be increased to the extent necessary to ensure that
  after making the deduction, withholding or payment, or suffering the
  Taxation, the Purchaser receives and retains (free of any liability in
  respect of any such deduction, withholding or payment, or Taxation) a net sum
  equal to the sum that the Purchaser would have received and retained had no
  such deduction, withholding or payment been made, and no such Taxation been
  suffered.                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.10 | Other Rights:The
  Purchasers rights to demand payment under this section 7 are additional
  to and separate from any rights conferred on it by law as a result of any of
  the Warranties being incorrect or materially untrue, misleading or
  inaccurate, and no such rights will detract from the provisions of this
  section 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.11 | Cancellation for Breach of Warranty:If
  on or before Closing the Vendors notify the Purchaser or the Purchaser
  otherwise reasonably forms the view that any of the Warranties are or will be
  unfulfilled or materially untrue, misleading or inaccurate and has first
  advised the Vendors of its view and the reasons for this view the Purchaser
  will be entitled by notice in writing to the Vendors (detailing the basis on
  which the Purchaser believes any of the Warranties are or will be unfulfilled
  or materially untrue, misleading or inaccurate) to cancel this agreement but
  failure to exercise this right will not constitute a waiver of any other
  rights of the Purchaser arising out of such Warranties being unfulfilled or
  materially untrue, misleading or inaccurate.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.   | CONFIDENTIALITY AND ANNOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    
|    
|8.1  | Disclosure by Parties:Subject
  to clauses 8.2 and 8.3, the parties will not disclose the provisions of
  this agreement or any matters relating to this agreement to any person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|8.2  | Advisers or Required by Law:A
  party may make disclosures of provisions of this agreement or matters
  relating to this agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | To Employees, etc:
  to those of its employees, officers, professional or financial advisers and
  bankers as the party reasonably thinks necessary but only on a strictly
  confidential basis; or

|
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|

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|                    

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Required by Law:
  to the extent required by law or by stock exchange listing requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.3 | Consent:Any
  public announcement of the transactions contemplated by this agreement
  (except those required by law or by stock exchange listing requirements) must
  only be made with the prior written consent of the Vendors and the Purchaser.                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.  | MISCELLANEOUS                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|9.1 | Non-Merger:The
  warranties, undertakings, obligations and indemnities given under this agreement
  will not merge or be treated as discharged on Closing or on the execution or
  delivery of any document pursuant to this agreement, but will remain
  enforceable to the fullest extent, despite any rule of law to the contrary.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.2 | Entire Agreement:This
  agreement (together with the documents referred to in this agreement) records
  the entire understanding and agreement of the parties relating to the matters
  dealt with in this agreement. This agreement supersedes all previous
  understandings or agreements (whether written, oral or both) between the
  parties relating to these matters.                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.3 | Further Assurances:Each
  party will do all things and execute all documents reasonably required to
  give effect to the provisions and intent of this agreement.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.4 | Invalidity:If any
  provision of this agreement is or becomes invalid or unenforceable, that
  provision will be deemed deleted from this agreement. The invalidity or
  unenforceability of that provision will not affect the other provisions of
  this agreement, all of which will remain in full force and effect to the
  extent permitted by law, subject to any modifications made necessary by the
  deleting of the invalid or unenforceable provision.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.5 | Notices:                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Form of Notice:All
  notices or other communications required or permitted under this agreement
  must be in writing, signed by an authorized person on behalf of the relevant
  party, addressed to the recipient at the postal address, e-mail address or
  facsimile number in this clause (as applicable) or to such other postal
  address, e-mail address or facsimile number as a party may notify to the
  other parties by like notice. Notices or other communications must be sent to
  the recipient by hand, prepaid fast post (airmail if outside
  New Zealand), e-mail or facsimile and signed by a person duly authorized
  by the sender:

| |  |     |                                       |                        
| |  | --- | ------------------------------------- | -----------------------
| |  | (i) | The Vendors: if to
  the Vendors, to:
| |  |     |                                      
| |  |     | James Robert
  Zadko                 
| |  |     | 4 Adina
  Road,                      
| |  |     | City Beach,                          
| |  |     | Perth, Wa,                           
| |  |     | Australia                            
| |  |     |                                      
| |  |     | e-mail:                               | zadko157@bigpond.net.au

|
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|Share Sale Agreement | Page 15
|                    

| |  |      |                                           |                                 
| |  | ---- | ----------------------------------------- | --------------------------------
| |  |      | with a copy
  to:                        
| |  |      |                                          
| |  |      | Derek
  Michael Willshee                 
| |  |      | 12 Cessna
  Drive,                       
| |  |      | Jandakot,                                
| |  |      | Perth 6164,
  Wa,                        
| |  |      | Australia                                
| |  |      |                                          
| |  |      | e-mail:                                   | dmwillshee@bigpond.com          
| |  |      |                                           |                                 
| |  | (ii) | The Purchaser: if
  to the Purchaser, to:
| |  |      |                                          
| |  |      | Austral
  Pacific Energy (NZ) Limited    
| |  |      | Level 3                                  
| |  |      | 40 Johnston
  Street                     
| |  |      | Wellington                               
| |  |      | New Zealand                              
| |  |      |                                          
| |  |      | For:                                      | Rick Webber                     
| |  |      | Facsimile:                                | +64 4 495
  0889                
| |  |      | e-mail:                                   | rickw@austral-pacific.com       
| |  |      |                                          
| |  |      | with a copy
  to:                        
| |  |      |                                          
| |  |      | Simpson
  Grierson                       
| |  |      | Solicitors                               
| |  |      | Level 24                                 
| |  |      | 195 Lambton
  Quay                       
| |  |      | P O Box 2402                             
| |  |      | Wellington                               
| |  |      |                                          
| |  |      | For:                                      | Stephen Ward                    
| |  |      | Facsimile:                                | +64 4 924
  3418                
| |  |      | e-mail:                                   | stephen.ward@simpsongrierson.com

| |     |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Time of Receipt:Without
  limiting any other means by which a party may be able to prove that a notice
  or other communication has been received by another party, a notice or other
  communication will be deemed to have been duly received:
| |     |                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                              | Personal Delivery:if
  sent by hand, when left with an apparently responsible person at the
  recipients address;                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                             | Pre-Paid Post:if
  sent by pre-paid fast post, two Business Days (if posted within
  New Zealand to an address in New Zealand) or seven Business Days
  (if posted by airmail from one country to another) after the date of posting;                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                            | Facsimile:if sent
  by facsimile, on receipt by the sender of an acknowledgment or transmission
  report generated by the facsimile machine from which the notice or other
  communication was sent in its entirety to the recipients facsimile number.
  The sender will retain in safe custody the original of the notice or other
  communication sent by facsimile together with the acknowledgment of
  transmission report generated by the facsimile machine from which the notice
  or other communication was sent. The recipient will be authorized

|
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|                    

|    |                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                              | to act on
  any notice or other communication sent by facsimile without requiring receipt
  of the original notice or other communication;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                              | (iv)                                                                                                                                                                                                                                                                                         | E-mail: if sent by
  e-mail,
  on receipt by the sender of an e-mail message showing that the e-mail has
  been opened at the recipients terminal.   The sender will keep in safe custody a printed copyof the notice
  or other communication sent by e-mail together with a printed copyof the e-mail
  message showing that the e-mail notice was opened at the recipients
  terminal. The recipient will be authorized to act on any notice or other
  communication sent by e-mail without needing receipt of any printed
  copyof the notice or other communication. The recipient will be authorized
  to act on any notice or other communication sent by e-mail without needing
  receipt of any printed copyof the notice or other communication;
|    |                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | except that
  if a notice or other communication is served by hand, or is received by
  facsimile on a day which is not a Business Day, or after 5.00 pm local
  time on any Business Day, that notice or other communication will be deemed
  to have been duly received by the recipient at 9.00 am local time on the
  first Business Day after that day.
|    |                                                                                                                                                                                                                                                                                                                                                             
|9.6 | Governing Law and Jurisdiction                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | This
  agreement is governed by the laws of New Zealand and the parties submit
  to the non-exclusive jurisdiction of the New Zealand courts in respect
  of all matters relating to this agreement.                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                             
|9.7 | Counterpart and Facsimile/e-mail Execution                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | This
  agreement may be signed:                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                          | In Counterpart: in
  any number of counterpart copies which, read together, will constitute one
  and the same document, and any party may enter into this agreement by signing
  any such counterpart; and                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                          | By Facsimile/e-mail:
  by any party signing a copy of this agreement or any counterpart and sending
  by facsimile or e-mail to any other party a copy of the agreement so signed
  by it, and all parties agree to be bound by their signatures appearing on
  facsimile and e-mail copies.
|    |                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                             
|    | This
  agreement will become binding on all the parties when each party has
  completed delivery of the executed counterpart to all other parties and it
  will be dated accordingly.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                             
|9.8 | Amendments                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | No amendment
  to this agreement will be effective unless it is in writing and signed by a
  duly authorized senior representative of each party.                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                             
|9.9 | Waiver                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                             
|    | Any
  waiver by a party of any of its rights or remedies under this agreement will
  be effective only if it is recorded in writing and signed by a duly authorized
  senior representative of that party. If the waiver relates to a breach of any
  provision of                                                                                          

|
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|                    

|     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|     | this agreement, this will not (unless stated otherwise) operate
  as a waiver of any other breach of that provision. No waiver of any breach,
  or failure to enforce any provision, of this
  agreement at any time by either party will in any way affect limit or waive
  that partys right to subsequently require strict compliance with this
  agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 
|9.10 | Costs                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                 
|     | Each party
  will bear its own costs and expenses incurred in connection with the
  negotiation, preparation and interpretation of this agreement.                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                 
|9.11 | Remedies Cumulative                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                 
|     | The rights,
  powers and remedies provided in this agreement are cumulative and not
  exclusive of any rights, powers or remedies provided by law.                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                 
|9.12 | Assignment                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                 
|     | (a)                                                                                                                                                                                                                                                                                                                                                              | By Purchaser:The
  Purchaser may assign or otherwise transfer all or part of the Purchasers
  rights or obligations under this agreement without the consent of the other
  parties provided that the Purchaser will remain responsible for satisfying
  the Purchasers obligations under this agreement. Each assignee or transferee
  of the Purchaser will have the same rights against the other parties under
  this agreement as if named in the agreement as Purchaser.
|     |                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | (b)                                                                                                                                                                                                                                                                                                                                                              | By Vendors:The
  Vendors may not assign or otherwise transfer all or part of their rights or
  obligations under this agreement to any other person without the Purchasers
  prior written consent.                                                                                                                                                                                                                                                                            

SIGNATURES

SIGNED
by AUSTRAL
PACIFIC ENERGY
(NZ) LIMITEDas Purchaser by:

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|-------------------------------------------- |  | --------------------------------------------
|                                             |  |                                             
|Full name of
  director/authorized signatory |  | Signature of
  director/authorized signatory
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|Full name of
  director/authorized signatory |  | Signature of
  director/authorized signatory
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|                                             |  |                                             
|Witness:                                     |  |                                             
|(if other
  than two directors sign)         |  |                                             
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|Signature of
  witness                       |  |                                             
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|Full name of
  witness                       |  |                                             
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|Occupation
  of witness                      |  |                                             
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|                                             |  |                                             
|Address of
  witness                         |  |                                             

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|Share Sale Agreement | Page 18
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|                                                                                                                  |  | 
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|SIGNED by BLADE
  ENERGY LIMITEDas a Vendor by its duly authorized attorney DEREK
  MICHAEL WILSHEE:              |  | 
|                                                                                                                  |  | 
|                                                                                                                  |  | 
|Signature                                                                                                         |  | 
|                                                                                                                  |  | 
|Witness:                                                                                                          |  | 
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|                                                                                                                  |  | 
|Signature of
  witness                                                                                            |  | 
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|Full name of
  witness                                                                                            |  | 
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|                                                                                                                  |  | 
|Occupation
  of witness                                                                                           |  | 
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|                                                                                                                  |  | 
|Address of
  witness                                                                                              |  | 
|                                                                                                                  |  | 
|SIGNED by IDFK
  INTERNATIONAL MANAGEMENT INCas a Vendor by its duly authorized
  attorney DEREK MICHAEL WILSHEE: |  | 
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|                                                                                                                  |  | 
|Signature                                                                                                         |  | 
|                                                                                                                  |  | 
|Witness:                                                                                                          |  | 
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|                                                                                                                  |  | 
|Signature of
  witness                                                                                            |  | 
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|Full name of
  witness                                                                                            |  | 
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|Occupation
  of witness                                                                                           |  | 
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|                                                                                                                  |  | 
|Address of
  witness                                                                                              |  | 

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|Share Sale Agreement | Page 19
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|                                                                                                 |  |                        
|------------------------------------------------------------------------------------------------ |  | -----------------------
|SIGNED by INTERNATIONAL
  RESOURCE MANAGEMENT CORPORATION LIMITEDas a Vendor by:                 |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Full name of
  director                                                                          |  | Signature of
  director
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Full name of
  director                                                                          |  | Signature of
  director
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Witness:                                                                                         |  |                        
|(if other
  than two directors sign)                                                             |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Signature of
  witness                                                                           |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Full name of
  witness                                                                           |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Occupation
  of witness                                                                          |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Address of
  witness                                                                             |  |                        
|                                                                                                 |  |                        
|SIGNED by MELIOR PTY
  LIMITEDas a Vendor by its duly authorized attorney, JAMES
  ROBERT ZADKO: |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Signature                                                                                        |  |                        
|                                                                                                 |  |                        
|Witness:                                                                                         |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Signature of
  witness                                                                           |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Full name of
  witness                                                                           |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Occupation
  of witness                                                                          |  |                        
|                                                                                                 |  |                        
|                                                                                                 |  |                        
|Address of
  witness                                                                             |  |                        

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|Share Sale Agreement | Page 20
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|                                                                                                                     |  | 
|-------------------------------------------------------------------------------------------------------------------- |  | 
|SIGNED by SADAT NADERIas a Vendor by his duly authorised attorney DEREK MICHAEL WILSHEE in
  the presence of:        |  | 
|                                                                                                                     |  | 
|Witness:                                                                                                             |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Signature of
  witness                                                                                               |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Full name of
  witness                                                                                               |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Occupation
  of witness                                                                                              |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Address of
  witness                                                                                                 |  | 
|                                                                                                                     |  | 
|SIGNED by TERRI
  BIRGITTA ZADKOas a Vendor by her duly authorised attorney JAMES
  ROBERT ZADKO in the presence of: |  | 
|                                                                                                                     |  | 
|Witness:                                                                                                             |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Signature of
  witness                                                                                               |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Full name of
  witness                                                                                               |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Occupation
  of witness                                                                                              |  | 
|                                                                                                                     |  | 
|                                                                                                                     |  | 
|Address of
  witness                                                                                                 |  | 

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SCHEDULE 1

WARRANTIES

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  | CORPORATE STRUCTURE                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                          
|1.1 | No Subsidiaries:The
  Company has not, and will not on Closing have, any subsidiaries (as defined
  by section 5 of the Act) and the Company is not beneficially entitled
  to, and will not on Closing hold or be beneficially entitled to, shares in
  any other company, or be a party to any other arrangement, the effect of
  which is or will be to render that other company, in substance or effect, a
  subsidiary of the Company, or vice versa.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.2 | No Equity Interests:Except
  as otherwise expressly disclosed in writing to the Purchaser, the Company is
  not, and will not on Closing be, legally or beneficially entitled to any
  shares or other equity interests, or securities convertible into shares or
  other equity interests, in any corporation.                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.3 | No Joint Ventures:The
  Company is not, and will not on Closing be, a party to any joint venture,
  partnership, syndicate, consortium, or other body or association, whether
  incorporated or not (other than in relation to the Permits).                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  | CORPORATE                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|   
|2.1 | Authority:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Standing:The
  Company has full corporate power to carry on its business and has obtained
  all authorisations required to validly do so.                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | No Power of Attorney:
  The Company has not executed any power of attorney or conferred on any
  person, other than its directors and employees, any authority to enter into
  any transaction on behalf of or to bind the Company in any way.                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | No Further Authorisation:
  Except as specified in this agreement, no further authorisation, consent or
  approval of any person is required as a condition of this agreements
  validity or to give effect to the transactions contemplated by it.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                          
|2.2 | Vendors Authority:                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Power to Enter Into Agreement:
  The Vendors have the legal right, authority and full power to enter into this
  agreement and to perform their obligations under it and have taken all
  necessary corporate, and other action to authorise this agreements execution,
  delivery and performance.                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Binding Obligation:
  The Vendors acknowledge that this agreement constitutes a valid and binding
  obligation enforceable against the Vendors in accordance with its terms,
  (except as such enforceability may be limited by equitable principles or by
  bankruptcy, moratorium, insolvency, reorganisation, liquidation or other laws
  relating to or affecting creditors rights).

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|Share Sale Agreement | Page 2
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|3.  | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|   
|3.1 | Shares Fully Paid:
  Other than the SC Shares, all the shares in the Companys capital are fully
  paid up and rank equally in all respects, and in the case of shares fully or
  partly paid up otherwise than in cash, all statutory requirements in respect
  of these shares were duly complied with.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2 | No Alteration to Share Capital:
  Except as contemplated by clause 6.1(g), the Vendors will not permit the
  Companys share capital or any rights attaching to the Shares to be altered
  prior to Closing.                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.3 | No Options:
  Neither the Company nor the Vendors have entered into any agreement or
  arrangement providing for a right, entitlement or option for any person to
  take shares or convertible securities in the Company and will not do so prior
  to Closing.                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.4 | Shares Free of Encumbrances:
  On Closing the Shares will pass to the Purchaser free of all liens, charges,
  encumbrances, security interests, rights of pre-emption or other adverse
  interests of any nature.                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.5 | Title, Power and Authority:
  The Vendors have legal title to the Shares and the full right, power and
  authority to sell the Shares to the Purchaser under this agreement (without
  the consent of any third party), free and clear of all encumbrances.                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.6 | No Obligation to Dispose of Shares:
  The Vendors are under no obligation, whether actual or contingent, to sell,
  encumber or otherwise dispose of or deal with any of the Shares or any
  interest in the Shares except as set out in section 2.                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.  | INFORMATION AND MATERIAL CIRCUMSTANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1 | Information Correct:All
  information which has been, or will prior to Closing be given in writing by
  or on behalf of the Vendors or the Company (whether by any director, agent,
  professional advisor or other person) to the Purchaser or any director,
  agent, professional advisor or other representative of the Purchaser in
  respect of the Company (including the information in any Disclosure Letter)
  was, or will be when given, true, complete and accurate in all material
  respects.                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2 | No Material Circumstances Omitted:The
  Vendors are not aware of any material circumstances which have not been
  disclosed in writing to the Purchaser prior to the date of this agreement and
  which might reasonably be expected materially and adversely to affect the
  Companys financial position, Business, assets or profitability, the value of
  the Shares or the Companys ability to continue to achieve the level of
  profitability disclosed by the Companys accounts referred to in
  clause 5.1 of this schedule or which might otherwise be material to a
  purchaser of the Shares.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.  | ACCOUNTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|   
|5.1 | Accounts True and Fair:
  The accounts (Accounts) of the Company for the two financial period ended
  on 31 March 2006, copies of which have been delivered to the Purchaser,
  were prepared in accordance with GAAP consistently applied and otherwise
  comply with the Financial Reporting Act 1993. The Accounts give a true and
  fair view of the assets and liabilities of the Company as at the close of                                                                                                                                                                                          

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|Share Sale Agreement | Page 3
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | that
  financial period and for the trading and cash flows of the Company for that
  financial period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.2 | No Off Balance Sheet Financing:The
  Company has not factored any of its debts or engaged in financing of a type
  which is not required to be shown or reflected in the Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.3 | No Material Omission:The
  Accounts do not omit to state a material fact required to be stated or
  necessary to ensure they are not misleading.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.4 | Undisclosed Liabilities:
  The Company was not liable at the Accounts Date (whether contingently or
  otherwise) to any person or creditor for any money or in any manner
  whatsoever which is not provided for in the Accounts for the period ended 31
  March 2006.                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.  | TAXATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|   
|6.1 | Taxation Returns:The
  Company has lodged all Taxation returns, reports, declarations, notices,
  certificates, reconciliations and other information required to be lodged by
  them with the appropriate body within the relevant time limits. All such
  returns, reports, declarations, notices, certificates, reconciliations and
  other information were accurate, complete and not misleading on lodgement,
  were made on a proper basis and are not the subject of any dispute. The
  Company has kept and preserved all records that are required to be kept and
  preserved for such purposes by law.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.2 | All Returns Without Adjustment:All
  returns lodged by the Company in relation to Taxation which have been
  assessed by the Internal Revenue Department have been assessed without
  adjustment, other than adjustments provided for in the Accounts.                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.3 | Proceedings:The Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Assessment or Collection Proceedings: is not
  a party to any action or proceeding for the assessment or collection of
  Taxation; and                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Dispute or Disagreement: is not the subject
  of any audit, investigation, dispute or disagreement with any body in
  relation to Taxation;                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | and there is
  no fact or matter known to the Company or the Vendors which might give rise
  to any such action, proceeding, audit, investigation, dispute or disagreement
  that has not been fully provided for in the Accounts.                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.4 | Agreement for Extension of Time:The
  Company has not entered into any agreement which is now, or may become
  effective extending the period of assessment or collection of any taxation.                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.5 | All Taxation Paid or Deducted:
  The Company has:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Paid: paid all
  Taxation which has been assessed or which is or has become lawfully
  assessable on it or which is otherwise due and payable on the due date for
  payment. When required to estimate or re-estimate a Taxation liability the
  Company has ensured this is fair and reasonable and has disclosed the
  estimated amounts in the Accounts, and is under no liability to pay any
  penalty or interest in connection therewith; and

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|Share Sale Agreement | Page 4
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|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (b)                                                                                                                                                                                                                                                                      | Deducted: deducted
  all Taxation required to be deducted from any payments made by it including
  (but not limited to) interest, royalties, dividends, remuneration payable to
  employees or contractors and payments to non-residents. Where necessary the
  Company has accounted for any such Taxation deducted or collected in accordance
  with all relevant requirements.
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|6.6 | Imputation Credit Account:
  The imputation credit account and dividend withholding payment account which
  the Company is required to maintain did not on 31 March 2006, and will not on
  Closing have a debit balance.                                               
|    |                                                                                                                                                                                                                                                                         
|6.7 | GST Registration:
  The Company is a registered person for the purposes of the Goods and Services
  Tax Act 1985 and has complied in all respects with that Act, and is not in
  default of any obligation to make any payment, return or notification under
  that Act.
|    |                                                                                                                                                                                                                                                                         
|7.  | BUSINESS OPERATIONS                                                                                                                                                                                                                                                     
|   
|   
|7.1 | Operations Pending Closing:
  From the Accounts Date until Closing, the Company has:                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                      | Carried On Business:
  carried on, and will until Closing carry on its business as a going concern
  in an efficient, normal and proper manner (having regard to the nature of its
  business and past practice);                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                      | No Liabilities:not
  (except in relation to the repayment of the SC Shares) created or incurred,
  and will not before Closing create or incur, any liability or indebtedness
  whatsoever (whether contingent or otherwise) except normal liabilities or
  indebtedness incurred in the ordinary course of business;                                                            
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (c)                                                                                                                                                                                                                                                                      | No Encumbrances or Options:not
  encumbered or granted an option over, or any interest in, any of its assets
  except in the ordinary course of business and for full consideration on arms
  length commercial terms;                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (d)                                                                                                                                                                                                                                                                      | No Payments:other
  than the Permitted Dividend, not made, and will not before Closing make any
  payment except in the normal and ordinary course of its business;                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (e)                                                                                                                                                                                                                                                                      | No Acquisitions or Dispositions:not
  acquired or disposed of, and will not before Closing acquire or dispose of
  any assets except current assets acquired or disposed of in the ordinary
  course of business and for full consideration on arms length commercial
  terms, except as contemplated by clause 6.1(k);                                                         
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (f)                                                                                                                                                                                                                                                                      | No Capital Commitments:not
  entered into, and will not before Closing enter into, any capital commitment
  exceeding $50,000, except as agreed by the participants of the Cheal JVOA,
  under the Cheal JVOA;                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (g)                                                                                                                                                                                                                                                                      | No Dividends:not
  declared, paid or made, and will not before Closing declare, pay or make any
  dividend, bonus or similar distribution other than the Permitted Dividend;                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (h)                                                                                                                                                                                                                                                                      | No Emoluments:not paid or agreed to pay,
  and will not before Closing pay or agree to pay, any fees or other emoluments
  to any executive                                                                                                                                                                                                                                      

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | director
  other than normal remuneration and allowances payable to executive directors;
  and                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Carried Out All Maintenance and Repairs:carried
  out, and will until Closing carry out, all maintenance and repair work
  necessary to ensure that its assets are in good repair, order and condition
  having regard to the age and book value of such assets.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                 
|7.2 | Business Licences:The
  Company holds in its own name, and will on Closing be in possession of the
  licences, consents, approvals and permits from or issued by any government
  department, statutory, municipal or local body or other authority which are
  necessary or required to carry on its business fully and effectively (Business
  Licences). The Company is not aware that any of the Business
  Licences are being or are likely to be withdrawn, cancelled, qualified, or
  adversely affected in any manner, whether by reason of the sale of the Shares
  or otherwise. The Company is not carrying on business in breach of the
  provisions of any of the Business Licences or are aware of any circumstances
  which entitle or may entitle the issuer or any other competent authority to
  suspend, cancel or terminate any of the Business Licences.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7.3 | Compliance with Laws:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Compliance:The
  Company has complied with all applicable laws and Environmental Requirements
  in the conduct of the Business.                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Predecessors:So
  far as the Vendors are aware, all predecessors in title to the assets of the
  Company have complied with all applicable laws and Environmental Requirements
  in the conduct of the relevant business.                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | No Claim Against Purchaser:So
  far as the Vendors are aware, the Purchaser will not be subject to any
  liability or obligation under any law or any claim arising from the conduct
  of the business operated by the Company.                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                 
|8.  | CONTRACTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|   
|8.1 | Material Contracts:All
  material contracts, commitments or arrangements of any nature whatsoever to
  which the Company is or will be a party have been disclosed to the Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8.2 | No Breach of Contract:
  The Company is not, nor will on Closing be in breach of any contract,
  commitment or arrangement of any nature whatsoever to which it is or will
  then be, a party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9.  | ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|   
|9.1 | Assets:All assets
  including but not limited to computer and telecommunications hardware and
  related equipment, both tangible or intangible, owned by or used in or
  relating to the Business were on the Accounts Date, and will on Closing be,
  the Companys absolute property and under the Companys control and were not
  on the Accounts Date, and will not on Closing be held by the Company on
  lease, licence, hire purchase agreement, credit sale agreement or other
  similar tenure.                                                                                                                                                                                                                                                                                                                                                                    

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|9.2  | Plant and Machinery:
  The Company does not have any plant or machinery other than plant and
  machinery in the possession of or under the control of the Purchaser as
  operator of the Cheal JVOA or the Kahili joint venture.                                                           
|     |                                                                                                                                                                                                                                                                                            
|9.3  | Assets Not Subject to Encumbrance:None
  of the assets referred to in clause 9.1 of this schedule were on the
  Accounts Date, or will on Closing be, subject to any option, mortgage, charge,
  lien, encumbrance, security interest or other adverse interest of any nature
  whatsoever.
|     |                                                                                                                                                                                                                                                                                            
|9.4  | Good Title to Assets:No
  person other than the Company is, or will on Closing be, entitled to
  possession of, or any interest in, any of such assets and the Company has,
  and will on Closing have, good and marketable title to all such assets.                                      
|     |                                                                                                                                                                                                                                                                                            
|9.5  | Vendors Not Entitled to Assets:Neither
  the Vendors nor any member of the Vendors family, other relatives, trusts or
  other persons controlled by or associated with them or any of them:                                                                                               
|     |                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                         | Assets:owns or is
  beneficially entitled to, or on the Accounts Date owned or was beneficially
  entitled to, any of the assets normally used or held for use in connection
  with the Business; or                                       
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                         | Services:provides
  any service, or at any time during the preceding three financial years
  provided any service, other than service as an employee, to the Company.                                                                      
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                            
|10.  | PROPERTY                                                                                                                                                                                                                                                                                   
|    
|    
|10.1 | No Properties:
  There are not now, and will not on closing be, any Properties.                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                            
|10.2 | No Outstanding Disputes:There
  are not now, and will not on Closing be in relation to any Property
  previously owned, leased, licensed or occupied by the Company:                                                                                                                       
|     |                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                         | Disputes or Complaints:any
  outstanding disputes or complaints or other matters which are likely to give
  rise to any liability on the Company;                                                                                          
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                         | Outstanding Amounts:any
  amounts outstanding in respect of any Property to the relevant landlord any
  governmental, local or other regulatory authority, body or official having
  competent jurisdiction in relation to the Property; or
|     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                            
|10.3 | No Assignment:The Company
  has not at any time assigned or disposed of, or will prior to Closing assign
  or dispose of, any leasehold property in respect of which it remains
  contingently liable as lessee, covenantor or guarantor.                                                  
|     |                                                                                                                                                                                                                                                                                            
|11.  | LITIGATION/CLAIMS                                                                                                                                                                                                                                                                          
|    
|    
|11.1 | No Cause of Action:To
  the best of the Vendors knowledge and belief having made due enquiry, there
  is not now, and will not on Closing be, any cause of action in respect of
  which the Company is not fully indemnified, which could or                                              

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                  
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|     | might be
  used of commencing legal proceedings, either civil or criminal, against the
  Company.                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.2 | No Enquiries or Dispute:
  There is not now, and will not on Closing be, any facts or events which are
  likely to cause the Company to be involved in or come before, any enquiry by,
  or be in dispute with, a governmental, regulatory or municipal authority or
  board of enquiry or commission or any other administrative body (whether
  judicial or quasi-judicial).                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.3 | No Litigation:To
  the best of the Vendors knowledge and belief having made due enquiry, the
  Company is not, nor will it be on Closing, a party to any legal action or
  proceedings (other than as plaintiff in normal debt collection matters),
  arbitration, or statutory or governmental inquiry of any kind nor are the
  Vendors aware of any such legal proceedings, arbitration or inquiry, pending
  or threatened against, or involving the Company.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.4 | No Judgment or Award:The
  Company is not, nor will it be on Closing:                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Order or Award:subject
  to any order, judgment or award given or made by any court, arbitrator,
  tribunal or other competent body or official; or                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Court Undertaking or Assurance:a
  party to any undertaking or assurance given to any such court, arbitrator,
  tribunal or official;                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                  
|     | which is
  now, or will on Closing be, current.                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.  | RECORDS AND RETURNS                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    
|    
|12.1 | All Records Held:The
  Company holds, and will on Closing be in possession of all accounting and
  other records which it is bound by law to retain in its possession either
  indefinitely or for a particular period or periods.                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.2 | Records Properly Kept:In
  relation to records, the Company has properly kept and maintained and will on
  Closing have properly kept and maintained:                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Accounting Records:all
  accounting records and books of account properly entered and containing true,
  full and accurate records of all matters required to be dealt with in
  accordance with GAAP;                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Statutory Records:all
  minute books, records, registers and other records required by law containing
  full and accurate records of all matters required to be recorded in them; and                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                  
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Returns:all
  returns, resolutions and other documents required to be made and all such
  documents required by relevant law to be delivered or filed with the
  Registrar of Companies have been delivered or filed within the time required
  by law and are true and accurate.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                  
|12.3 | Share Register:
  The Companys share register contains true and accurate records of the
  members from time to time of the Company, and no application has been made
  for rectification of the register.                                                                                                                                                                                                                                                        

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