EXHIBIT 4.8

GAS PRE-PURCHASE AND OPTION AGREEMENT



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Gas Prepayment and Option Agreement




Indo-Pacific Energy (NZ) Limited



Indo-Pacific Energy Ltd



NGC New Zealand Limited





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TABLE OF CONTENTS

|1    | DEFINITIONS                                     | 131
|---- | ----------------------------------------------- | ---
|1.1  | Defined terms                                   | 131
|1.2  | Construction                                    | 131
|2    | PURPOSE                                         | 131
|3    | TERM                                            | 132
|4    | PREPAYMENT AND OPTION FEE                       | 132
|4.1  | Payment of Fee                                  | 132
|4.2  | Condition of Payment                            | 132
|4.3  | Joint Bank Account                              | 132
|4.4  | NGC Entitlements upon Payment                   | 132
|4.5  | Kahili Gas                                      | 133
|5    | GAS OPTION                                      | 133
|5.1  | IPENZ to give notice                            | 133
|5.2  | NGC Option                                      | 133
|5.3  | NGC offer to purchase                           | 133
|5.4  | Exclusive negotiation period                    | 133
|5.5  | Sale to third parties if no agreement           | 133
|5.6  | Determination of unresolved terms               | 133
|5.7  | Position if Joint Sale Agreement                | 133
|5.8  | Effect of prepayment, conversion or enforcement | 134
|6    | PRICE GUIDELINES FOR GAS PURCHASES              | 134
|7    | PREPAYMENT                                      | 134
|8    | CONVERSION INTO EQUITY                          | 134
|9    | CHARGE OVER INTEREST IN KAHILI JV               | 134
|9.1  | Grant of security interest                      | 134
|9.2  | IPENZ right to substitute security              | 134
|10   | COVENANTS AND UNDERTAKINGS                      | 134
|10.1 | Covenant to maximise Gas                        | 134
|10.2 | Covenant as to title                            | 135
|11   | CHANGE IN CONTROL OF IPENZ AND SRH              | 135
|12   | IPE GUARANTEE                                   | 135
|12.1 | Guarantee                                       | 135
|12.2 | Non-performance by IPENZ                        | 135
|12.3 | Non-prejudice of guarantee                      | 135
|12.4 | Guarantor to be principal
      obligor         | 135
|12.5 | Exercise of rights                              | 135
|12.6 | Waiver of subrogation rights                    | 135

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|12.7 | No competition                                 | 135
|---- | ---------------------------------------------- | ---
|12.8 | IPENZ activities in New
      Zealand          | 136
|13   | NGC MAY NOMINATE SUBSIDIARY OR RELATED COMPANY | 136
|14   | MISCELLANEOUS PROVISIONS                       | 136
|14.1 | Representations and Warranties                 | 136
|14.2 | Confidentiality                                | 136
|14.3 | No Partnership                                 | 136
|14.4 | Amendments                                     | 136
|14.5 | Notices                                        | 136
|14.6 | No Assignment                                  | 137
|14.7 | Governing Law                                  | 137
|14.8 | Counterparts                                   | 137

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Date:2003

PARTIES

Indo-Pacific Energy (NZ) Limited(IPENZ) of Wellington, New ZealandIndo-Pacific Energy Ltd(IPE) of CanadaNGC New Zealand Limited(NGC) of Wellington, New Zealand

BACKGROUND

|A                            | A IPENZ carries on business
        in New Zealand as an oil and gas exploration company and it, together
        with its related companies, have interests in various oil and gas exploration
        joint ventures and in petroleum exploration permits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|B                            | IPE currently owns all of
        the shares in IPENZ, through its wholly-owned subsidiary Source Rock Holdings
        Limited.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|C                            | NGC carries on, amongst
        other businesses, business as a gas wholesaler and wishes to secure rights
        in relation to further gas.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|D                            | The parties have agreed
        that NGC should provide IPENZ with cash funding in return for, amongst
        other things, an option over gas and related rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|THE PARTIES AGREEas follows:
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1                            | DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|1.1                          | Defined terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | In this Agreement, the following
        capitalised terms have the following meanings:
      Agreement means this Gas Prepayment and Option Agreement,
        as it may be amended from time to time;
      Business Day means any day on which registered banks
        are open for business in Wellington, New Zealand;
      Gas means all gas and liquids except for condensate and
        oil extracted from any on-shore or off-shore field in or around New Zealand;
      Kahili JV means the joint venture existing in respect
        of PEP 38736 and established by a Joint Venture Operating Agreement dated
        17 October 2002 between IPENZ, Millennium Oil & Gas Limited, Tap (New
        Zealand) Pty Limited and Claire Energy Pty Limited;
      Option means the Option granted to NGC under clause 5;
      Parties means each of the parties to this Agreement and
        includes their respective successors and permitted assigns;
      Prepayment and Option Fee means the fee of $2 million
        to be paid by NGC to IPENZ as provided for in clause 2;
      SRH means Source Rock Holdings Limited, a wholly-owned
        subsidiary of IPE;
      the SRH Group means the group of companies comprising
        SRH and its subsidiaries, including IPENZ.
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.2                          | Construction
      In the construction of this Agreement, unless the context requires otherwise:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                             | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2                            | purpose
      The purpose of this Agreement is, broadly, to provide IPENZ with $2 million
        of up-front funding, and to provide NGC with an option over Gas and related
        rights to secure that option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|3   | Term
      This Agreement shall remain in force for a term of 10
        years from 31 March 2003, except clause 8, which shall remain in force
        until 30 June 2013.                                                                                                                                                                         
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|4   | Prepayment and Option Fee                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                     
|4.1 | Payment of Fee
      Upon satisfaction of the condition specified in clause
        4.2, NGC shall pay IPENZ, by deposit to the bank account described in
        clause 4.3, the sum of $2 million (plus GST, if any).                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                     
|4.2 | Condition of Payment
      NGCs above payment obligation is conditional upon
        IPENZ procuring the consents of the other Kahili JV parties to NGCs
        security interest in the Kahili JV interest as described in clause 9.1
        of this Agreement.                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                     
|4.3 | Joint Bank Account
      Payment of the Prepayment and Option Fee (plus GST,
        if any) shall be deemed made by NGC depositing the same into a new bank
        account to be opened by NGC with Westpac in the joint names of IPENZ and
        NGC. The terms on which such bank account is to be opened and operated
        are as follows:
|    |                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                 
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|    | (b)                                                                                                                                                                                                                                                                                                                                                 
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|    | (c)                                                                                                                                                                                                                                                                                                                                                 
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|    | (d)                                                                                                                                                                                                                                                                                                                                                 
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|    | (i)                                                                                                                                                                                                                                                                                                                                                 
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|    | (ii)                                                                                                                                                                                                                                                                                                                                                
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|    | (e)                                                                                                                                                                                                                                                                                                                                                 
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|    | (f)                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                     
|4.4 | NGC Entitlements upon Payment
      In consideration for payment of the Prepayment and Option Fee:                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                 
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|    | (c)                                                                                                                                                                                                                                                                                                                                                 
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|    | (d)                                                                                                                                                                                                                                                                                                                                                 

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|    | each on the further terms set out in the balance
      of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
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|4.5 | Kahili Gas
      IPENZ and NGC recognise that the first right of negotiation
        under clause 4.4(a) of this Agreement does not apply to any Gas to which
        either IPENZ or Millennium Oil & Gas Limited may have entitlements
        to as joint venture parties to the Kahili JV in relation to PEP 38736.
        If NGC enters into any purchase agreement with the Kahili JV in relation
        to Gas under PEP 38736, the Prepayment and Option Fee will be applied
        to NGCs payments for the IPENZ and Millennium Oil & Gas Limited
        share of that Gas in terms of clauses 4.4(b) and 7 of the Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|5   | Gas Option                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.1 | IPENZ to give notice
      IPENZ shall from time to time (and at least 6 monthly)
        give NGC notice of all discoveries of Gas to which the SRH Group will
        or may have an entitlement and of all other quantities of Gas becoming
        available for sale by any member of the SRH Group. Such notice will include
        details of any economically recoverable Gas that becomes available for
        exploitation under all New Zealand permits in which any member of the
        SRH Group has an interest, whether by way of joint venture interest or
        otherwise. This notice will include information about amounts of Gas available,
        quality of the Gas and timing of availability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|5.2 | NGC Option
      NGC shall then have the option to engage on the following basis with
        IPENZ, acting on behalf of the SRH Group:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3 | NGC offer to purchase
      If NGC wishes to negotiate, it must within [          ]
        put an offer to IPENZ including terms as to price, quantities, quality
        and term of supply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.4 | Exclusive negotiation period
      IPENZ shall then negotiate exclusively with NGC for
        up to [          ] (or
        such lesser period as they may agree) to agree on the price and other
        terms for the sale and purchase of Gas. If an agreement is reached, the
        SRH Groups interest in any particular field shall be solely dedicated
        to NGC to the extent set out in that agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|5.5 | Sale to third parties if no agreement
      If NGC and IPENZ cannot settle price and the above core
        commercial terms within the parameters specified in clause 6 and within
        the [          ] negotiating
        period determined under clause 5.4, IPENZ shall then be entitled to sell
        the Gas to one or more unrelated bona fide third parties, provided that
        IPENZ may not supply gas to such third parties on terms more favourable
        to those third parties (including as to price) than those proposed by
        NGC for a period of [          ]
        after negotiation has ceased, without first offering that Gas again to
        NGC on the same terms that have been agreed with a third party (notwithstanding
        that the Prepayment and Option Fee will always be deemed to be a prepayment
        to IPENZ for the first $2 million of Gas purchased by NGC from IPENZ on
        such terms). NGC shall have [          ]
        in which to accept or decline such offer and, if it does not accept it,
        IPENZ shall be free to sell that Gas to the third party or parties on
        such better terms. NGC shall not act so as to prevent or restrict IPENZ
        from concluding any sale of the relevant Gas to such third party. Once
        the [          ] period
        after negotiation referred to in this clause 5.5 has ended, IPENZ may
        sell that Gas to any third party and on such terms as it wishes.
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|5.6 | Determination of unresolved terms
      Where NGC and IPENZ agree terms as to price, quantities,
        quality and term of supply for the Gas, unresolved terms may be referred
        by either party to an independent expert or arbitrator for binding decision
        (to be identified and agreed upon prior to negotiations commencing and,
        in the absence of agreement, to be nominated at either partys request
        by the president for the time being of the New Zealand Law Society).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|5.7 | Position if Joint Sale Agreement
      Where a joint sale agreement is sought by the relevant joint venture,
        if IPENZ is the operator of the relevant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|     | venture then it shall act
        on the above basis as agent for the other joint venture parties, subject
        only to the terms of the relevant joint venture agreements (and if it
        is not the operator then it will nevertheless use reasonable endeavours
        to persuade the other joint venture parties to accept NGCs offer).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|5.8  | Effect of prepayment, conversion or enforcement
      NGCs exclusive first right to negotiate as described
        in this clause 5 shall not be affected by, and endures notwithstanding,
        any prepayment for Gas actually purchased pursuant to the Option, any
        conversion of the Prepayment and Option Fee into equity in IPENZ, any
        enforcement of NGCs charge over the interest in the Kahili JV (each
        as described below) or the occurrence of any other event as between the
        parties.                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6    | Price guidelines for gas purchases
      Where NGC enters into negotiation with IPENZ in relation
        to any Gas, the price will be determined using the following guidelines:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|7    | Prepayment
      The Prepayment and Option Fee shall be treated as a
        prepayment of the first $2 million in relation to any Gas purchased by
        NGC pursuant to the Option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8    | Conversion into Equity
      If NGC has not been able to access Gas equal in total
        to the full amount of the Prepayment and Option Fee pursuant to its Option
        by 31 March 2013, including because negotiations in terms of clause 5
        have been unsuccessful, then NGC shall at its option be entitled to convert
        the outstanding Prepayment and Option Fee into paid-up equity in IPENZ
        at the lesser of agreed net asset value or time averaged market price
        at the time. If NGC does not so convert the Prepayment and Option Fee
        by 30 June 2013, any outstanding amount of it will be written off and
        NGC will cease to have any further rights of conversion.                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9    | Charge over Interest in Kahili JV9.1
        Grant of security interest
      For so long as NGC has been unable to access Gas to
        the full value of the Prepayment and Option Fee, so as to secure IPENZ
        performance under this Agreement IPENZ shall procure that its subsidiary
        Millennium Oil & Gas Limited grants NGC a security interest registrable
        under the Personal Property Securities Act 1999 over its interest in the
        Kahili JV. Such security interest will be substantially in the form annexed
        to this Agreement, subject only to approval by the other Kahili JV parties
        (other than IPENZ). IPENZ warrants that the agreement of the other Kahili
        JV parties to such charge has been obtained, subject only to documentation.
        IPENZ further warrants that Millennium Oil & Gas Limited has full
        power and authority to grant a valid security interest.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.2  | IPENZ right to substitute security
      IPENZ may, if it becomes impracticable for the charge
        over the interest in the Kahili JV to be granted or maintained, request
        that NGC consider accepting an equivalent substitute security over other
        joint venture interests or assets of a member of the SRH Group. NGC shall
        give due and prompt consideration to such request and shall not be entitled
        unreasonably to withhold its consent to such substitution.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|10   | Covenants and Undertakings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|10.1 | Covenant to maximise Gas
      IPENZ covenants to use its best endeavours (including
        as joint venture participant and as operator of a relevant field or permit)
        to maximise the amount of Gas that is recovered from any field in which
        any member of the SRH Group has an interest, within the limitations of
        also maximising production of other hydrocarbons (oil/condensate), and
        managing the reservoir according to good oilfield practice, and maximising
        economic return from the field, in accordance with its joint venture and
        statutory obligations.                                                                                                                                                                                                                                                                                                                                

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|10.2 | Covenant as to title
      IPENZ covenants that it or another member of the SRH
        Group will have good title to all Gas that is delivered to NGC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11   | Change in Control of IPENZ AND SRH
      For so long as NGC has been unable to access Gas to
        the full value of the Prepayment and Option Fee, the outstanding amount
        of the Prepayment and Option Fee will be refundable in full to NGC (without
        interest) in the event that there is any change in the effective control
        of IPENZ or SRH (whether through the equity ownership or not and whether
        affecting IPENZ, SRH or IPE) exceeding a 50% threshold. IPENZ undertakes
        promptly to notify NGC of any change in its or SRHs equity ownership
        of greater than 25% and of any change in the control of their respective
        Boards (other than as an immediate result of any public floating of IPENZ
        shares in 2003).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12   | IPE Guarantee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.1 | Guarantee
      In consideration of NGC agreeing to enter into this Agreement,
        IPE unconditionally and irrevocably guarantees to NGC the due and punctual
        observance and performance by IPENZ of all IPENZ covenants and obligations
        under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.2 | Non-performance by IPENZ
      If IPENZ fails punctually to observe or perform any
        covenant or obligation which it is required to observe or perform under
        this Agreement, IPE will forthwith perform that covenant or obligation
        or procure that such covenant or obligation is performed by IPENZ.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.3 | Non-prejudice of guarantee
      The liability of IPE under the guarantee in clause 12.1
        shall not be abrogated, prejudiced or affected by any of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.4 | Guarantor to be principal obligor
      Although as between IPE and IPENZ the liability of IPE
        to NGC may be that of a surety only, nevertheless as between IPE and NGC,
        the liability of IPE shall be deemed to be the liability of the principal
        obligor, and such liability shall not be affected or diminished by any
        of the matters mentioned in clause 12.3.                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.5 | Exercise of rights
      NGC shall be entitled to exercise its rights against
        IPE under this section directly against IPE without first exercising its
        rights against IPENZ.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.6 | Waiver of subrogation rights
      IPE hereby irrevocably waives as against NGC all rights
        of subrogation to the claims of NGC against IPENZ and all contractual,
        statutory or common law rights of contribution, reimbursement, indemnification,
        and similar rights against IPENZ which may arise in connection with, or
        as a result of, the guarantee in clause 12.1.                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.7 | No competition
      Without limiting clause 12.6, in the event of the liquidation
        or statutory management of IPENZ or IPENZ                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|     | entering into a composition
        with its creditors or like scheme or management or arrangement, IPE will
        not prove in such liquidation, statutory management, composition or arrangement
        in competition with NGC in relation to any moneys due owing by IPENZ to
        NGC under this Agreement. If IPE receives any moneys contrary to the intent
        of clause 12.6 or this clause 12.7, then such moneys shall be held in
        trust for NGC.                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|12.8 | IPENZ activities in New Zealand
      IPE undertakes that it will only engage in New Zealand
        exploration and production activities through the SRH Group.                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13   | NGC may nominate subsidiary or related
        company
      NGC may at its option give IPENZ and IPE written notice
        that it intends to substitute a nominated wholly-owned subsidiary or a
        related company in its place as the NGC party under this Agreement. Such
        nomination shall be effective upon the giving of such notice and the NGC
        subsidiary or related company shall thereupon have all of NGCs rights
        and obligations under this Agreement as if it had initially been specified
        as the party known as NGC.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14   | Miscellaneous Provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.1 | Representations and Warranties
      Each Party (Warranting Party) hereby represents and warrants to each
        other Parties as follows:                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.2 | Confidentiality
      Each Party shall keep this Agreement and its contents
        and any details about its operation strictly confidential and agrees not
        to make any public disclosure about them except to the extent required
        by law, court order or the rules of any applicable stock exchange.                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.3 | No Partnership
      Nothing in this Agreement or in the relationship between
        the Parties is to be construed in any sense as creating any partnership
        between any two or more Parties to this Agreement.                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.4 | Amendments
      No amendment to this Agreement is to be effective unless it is in writing
        and signed by all the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14.5 | Notices                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

- 136 -

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|     |                                                                                                                                                                                                                                                                                                     | IPENZ and IPE
      284 Karori Road
        Wellington
      Facsimile No: 04 476 0120
        Attention: Company Secretary
      NGC
      The NGC Building
        44 The Terrace
        Wellington
      Facsimile No: 04 462 8600
        Attention: Company Secretary
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                 | No communication is to be
        effective until received. A communication is to be deemed to be received
        by the addressee:                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                     | (i)                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                     | (ii)                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|14.6 | No Assignment
      No Party may assign or transfer any of its rights or
        obligations under this Agreement, although NGC may transfer its rights
        to another wholly-owned member of the NGC group of companies if necessary
        pursuant to any internal corporate restructuring.
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|14.7 | Governing Law
      This Agreement shall be governed by and construed in
        accordance with New Zealand law and the Parties irrevocably and unconditionally
        submit to the non-exclusive jurisdiction of the courts of New Zealand.                                                    
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|14.8 | Counterparts                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                 | This Agreement may be executed
        in any number of counterparts each of which is to be deemed an original,
        but all of which together are to constitute a single instrument.                                                                                   
|     |                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                 | This Agreement may be executed
        on the basis of an exchange of facsimile copies and execution of this
        Agreement by such means is to be a valid and sufficient execution.                                                                                    

EXECUTED by the Parties on the date appearing at the top of page 1.

Indo-Pacific Energy (NZ) Limited by:

___________________________
  Director

___________________________
  Director

Indo-Pacific Energy Ltdby:

___________________________
  Director

___________________________
  Director

- 137 -

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NGC New Zealand Limitedby:

___________________________
  Director witnessed by

___________________________
  Name: Occupation: City of Residence:

- 138 -

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EXHIBIT 4.8

ASSET PURCHASE AGREEMENTS  HORIZON OIL NL

4.8.1  Form of Asset Purchase Agreement  for each of PEP 38716,
  PEP 38728 and PEP 38716 
  4.8.2  Agreement for Sale & Purchase of Data and Shares in Bligh Oil
  & Minerals NZ Limited





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