Exhibit
4.4.2

COMMON
SHARE SUBSCRIPTION AGREEMENT

|TO: | Austral Pacific Energy Ltd. (herein
  Austral or Issuer)
|--- | ------------------------------------------------------------
|    | Level 3, 40 Johnson Street                                  
|    | Wellington Central                                          
|    | Wellington 6011                                             
|    | New Zealand                                                 
|    | Phone: 64 4 495 0888 Fax: 64 4 495
  0889                   

|      |  |                                                              | 
|----- |  | ------------------------------------------------------------ | 
|FROM: | 
|      |  | (Investor Name)                                             
|      |  |                                                             
|RE:   |  | Purchase of Common (Ordinary)
  Shares of Austral at US$1.30
|      |  | Reference Date: March 28, 2007                              
|      |  | Cut-off Time: 5:00 p.m., March
  30,2007 (New Zealand time) 

|                                               
|-----------------------------------------------
|                                               
|INSTRUCTIONS FOR COMPLETING THIS
  SUBSCRIPTION
|                                               

|   |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Complete the information required on page 2 with
  respect to subscription amounts and registration and delivery particulars for
  the Share certificates.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                          
|2. | Complete the applicable forms (the Forms) at the
  end of this Subscription:                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                       | If the investor is not an individual
  (i.e. not a natural person) or it is a Portfolio Manager  Complete TSX
  Venture Exchange Registration Form 4C. (If you have previously filed
  this form in connection with another transaction or issuer on the TSX Venture
  Exchange and your information has not changed you need NOT complete another
  one.) (See Schedule A).                                             
|   |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (b)                                                                                                                                                                                                                                                                                                                                       | Subscribers resident in Canada,
  sign Schedule B  Representation Letter For Accredited Investors;                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (c)                                                                                                                                                                                                                                                                                                                                       | Subscribers who are US Persons
  or who were offered the Shares in the United States, who execute or deliver
  this Agreement in the United States, or who are U.S. Persons (as
  hereinafter defined) must be accredited investors within the meaning
  assigned in Rule 501(a) of Regulation D promulgated under the U.S. Securities
  Act, and must complete and sign Schedule C  Certificate of U.S.
  Purchaser.
|   |                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | All investors fax
  or courier completed form and courier or wire subscription funds to the
  Issuer, at the above address, Attention: Rick Webber, CEO, Jeanette Watson,
  Corporate Secretary. All monetary amounts herein are in U.S. dollars .
  Certified cheque or bank draft should be payable to: Austral Pacific Energy
  Ltd.

Signed
and completed documents must be received no later than Friday, March 30, 2007
at 5:00 p.m. New Zealand time. Funds must follow within 48 hours of delivery of
documents. Completion will occur approximately 15 days thereafter upon American
Stock Exchange (AMEX) and TSX Venture Exchange acceptance.

Wiring
Instructions:

|      |                          |                 |                 
|----- | ------------------------ | --------------- | ----------------
|Bank: | Bank of New York         | Account Name:   | ASB Bank Limited
|      | 1 Wall Street, Floor 9   | Chips Code:     | UID271760       
|      | New York NY 10286        | Swift:          | IRVTUS3N        
|      | United States of America | Account Number: | 8900280107      

Please confirm payment details to the ASB Bank by
authenticated swift message (Type 103) as follows:

|                       |                                    
|---------------------- | -----------------------------------
|For further credit to: | Austral Pacific Energy (NZ) Limited
|Under advice to:       | ASB Financial Markets              
|                       | Corner Wellesley & Albert Streets, 
|                       | Auckland                           
|                       | New Zealand                        
|                       | Swift: ASBBNZ2A                    

---



- 2 -

|                                                                                                                                          |  |                                              
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------
|                                                                                                                                          |  | Account Number: 21099188-USD-21              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  | Number of Shares: ________________________   
|(Name of Investor  please print)                                                                                                         |  |                                              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|(Signature of Investor)                                                                                                                   |  |                                              
|                                                                                                                                          |  |                                              
|(Official Capacity or Title of
  Signatory, if Investor is not an individual  please print)                                              |  |                                              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|(Please
  print name of individual whose signature appears above if different than the
  name of the name of the Investor printed above.) |  |                                              
|                                                                                                                                          |  |                                              
|(Investors Address)                                                                                                                      |  |                                              
|                                                                                                                                          |  | Aggregate
  Subscription Price for Shares:   
|                                                                                                                                          |  | $ ___________________________________________
|                                                                                                                                          |  | Payable to:
  Austral Pacific Energy Ltd.    
|                                                                                                                                          |  |                                              
|Investors Telephone Number and Fax
  Number)                                                                                             |  |                                              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|Investors E-Mail Address
  (optional)                                                                                                    |  |                                              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|REGISTER the Shares as set forth
  below                                                                                                  |  | DELIVER the
  Shares as set forth below:     
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|Name                                                                                                                                      |  | Name                                         
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|Account reference, if applicable                                                                                                          |  | Account reference, if applicable             
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|Address                                                                                                                                   |  | Contact Name                                 
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  | Address                                      
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  |                                              
|                                                                                                                                          |  | Telephone Number                             

Consent
to the Disclosure of Information under Privacy Legislation

The Investor acknowledges that certain Personal
Information (information about an identifiable individual) about the Investor
may be required to be disclosed by the Issuer to the TSX Venture Exchange (the
Exchange) pursuant to Exchange policies and the Investor consents to the
disclosure of such Personal Information by the Issuer to the Exchange, and to
the collection, use and disclosure of such Personal Information by the Exchange
in accordance with its specified purposes.

---



- 3 -

OTHER INFORMATION TO BE COMPLETED BY
EACH INVESTOR

|     |                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A.   | Corporate
  Placee or Investment Portfolio Manager Registration Form(Schedule A)                                                                                                                                                                                                                                                                                                             
|     | IF THE INVESTOR IS NOT AN
  INDIVIDUAL (i.e., a natural person), either [CHECK
  WHERE APPROPRIATE]:                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|____ | has previously filed with
  the Exchange a Form 4C, Corporate Placee Registration Form, and represents
  and warrants that there has been no change to any of the information in the
  Corporate Placee Registration Form previously filed with the TSX Venture
  Exchange Inc. (the TSX Venture) up to the date of this Agreement; or                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|____ | hereby delivers to the
  Issuer a completed Form 4C, Corporate Placee Registration Form, in the form
  attached hereto as for filing with the TSX Venture; and                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|B.   | Present
  Ownership of Securities                                                                                                                                                                                                                                                                                                                                                            
|     | The Investor either [CHECK APPROPRIATE ITEM]:                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|____ | does not own directly or
  indirectly, or exercise control or direction over, any common shares in the
  capital stock of the Issuer or securities convertible into common shares in
  the capital stock of the Issuer (excluding the Shares subscribed for herein);
  or                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|____ | owns directly or indirectly,
  or exercise control or direction over, ____________________ common shares in
  the capital stock of the Issuer and options, warrants and convertible
  securities entitling the Investor to acquire an additional ____________________
  common shares in the capital stock of the Issuer (excluding the Shares ____________________
  subscribed for herein).
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|C.   | Insider
  Status                                                                                                                                                                                                                                                                                                                                                                             
|     | The Investor either [CHECK IF APPROPRIATE]:                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|____ | is NOT an Insider of the Issuer as defined
  in the British Columbia Securities Act;                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                              
|____ | is an Insider of the
  Issuer as defined in the British Columbia Securities Act, namely: Insider
  means:                                                                                                                                                                                                                                                                                

|      |                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                              |                                              
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------
|      | (a) a director or senior
  officer of the issuer;                                                                                                                    
|      | (b) a director or senior
  officer of a person that is itself an insider or subsidiary of the issuer;                                                                
|      | (c) a person that has                                                                                                                                                
|      |                                                                                                                                                                       | (i)                                                                                                                                                                                                                                                                                                                                                                                                          | direct or indirect beneficial
  ownership of;
|      |                                                                                                                                                                       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                         | control or direction over;
  or              
|      |                                                                                                                                                                       | (iii)     a combination of direct or
  indirect beneficial ownership of and of control or direction over securities
  of the issuer carrying more than 10% of the voting rights attached to all the
  issuers outstanding voting securities, excluding, for the purpose of the
  calculation of the percentage held, any securities held by the person as
  underwriter in the course of a distribution, or
|      | (d) the issuer itself, if it
  has purchased, redeemed or otherwise acquired any securities of its own
  issue, for so long as it continues to hold those securities.
|D.    | Member of
  Pro Group                                                                                                                                              
|      | The Investor either [CHECK IF APPROPRIATE]:                                                                                                                          
|_____ | is NOTa Member of the Pro
Group as defined in the Rules of the TSX Venture                                                                                         
|      |                                                                                                                                                                      
|_____ | is a Member of the Pro
  Group as defined in the Rules of the TSX Venture, namely: Pro Group means:                                                              
|      |                                                                                                                                                                      
|      | 1. Subject to subparagraphs
  (2), (3) and (4), Pro Group shall include, either individually or as a
  group:                                                      

| |                                                                              
| | -----------------------------------------------------------------------------
| | (a) the member (i.e. a member
  of the TSX Venture under its requirements);  
| | (b) employees of the member;                                                 
| | (c) partners, officers and
  directors of the member;                        
| | (d) affiliates of the
  member; and                                          
| | (e) associates of any
  parties referred to in subparagraphs (1) through (4).

---



- 4 -

| |                                                                                                                                                                                                                                        |                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------
| | 2. The TSX Venture may, in
  its discretion, include a person or party in the Pro Group for the purposes
  of a particular calculation where the TSX Venture determines that the person
  is not acting at arms length of the member;
| |                                                                                                                                                                                                                                       
| | 3. The TSX Venture may, in
  its discretion, exclude a person from the Pro Group for the purposes of a
  particular calculation where the TSX Venture determines that the person is
  acting at arms length of the member;           
| |                                                                                                                                                                                                                                       
| | 4. The member may deem a
  person who would otherwise be included in the Pro Group pursuant to
  subparagraph (1) to be excluded from the Pro Group where the member
  determines that:                                               
| |                                                                                                                                                                                                                                        | (a) the person is an
  affiliate or associate of the member acting at arms length of the member;                  
| |                                                                                                                                                                                                                                        | (b) the associate or
  affiliate has a separate corporate and reporting structure;                                 
| |                                                                                                                                                                                                                                        | (c) there are sufficient
  controls on information flowing between the member and the associate or
  affiliate; and
| |                                                                                                                                                                                                                                        | (d) the member maintains a
  list of such excluded persons.                                                        

|                                                               
|---------------------------------------------------------------
|                                                               
|                                                               
|ACCEPTANCE: The Issuer hereby accepts the
  above subscription.
|                                                               
|AUSTRAL PACIFIC ENERGY LTD.                                    

|     |                      |  |                  | 
|---- | -------------------- |  | ---------------- | 
|Per: |                      |  | Acceptance Date: | 
|     | Authorized Signatory |  |                  | 

---



- 5 -

Purchase
of US$1.30 Shares Exempt from Prospectus Requirements

|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.  | Definitions                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1 | (a) Accredited
  Investor means, for a Subscriber resident in Canada or the United
  Sates a high net worth or high income person, specifically defined on the
  relevant attachments hereto as an Investor;                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b) AMEX
  means American Stock Exchange, the U.S. stock exchange on which Australs
  shares are traded.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c) Applicable
  Securities Laws means the securities legislation having
  application and the rules, policies, notices and orders issued by applicable
  securities regulatory authorities, including AMEX, NZSX and the TSX Venture,
  having application over this Offering and the Issuer in the Principal
  Canadian Jurisdictions;                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (d) Closing means a completion of an issue
  and sale by the Issuer and the purchase by the Investors of the Securities
  pursuant to this Subscription Agreement at 10:00 a.m. on the Closing Date.
  Closings may occur on one or more dates as the Issuer may determine within
  the requirements of Regulatory Acceptance;                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (e) Closing Date means the day following
  Regulatory Acceptance of this subscription and others which form part of the
  Offering and which is expected to occur on or about April 15, 2007 as the
  Issuer may determine within the requirements of the TSX Venture, AMEX and
  NZSX, if applicable. On the Closing Date the Shares will be issued and
  delivered to Investor or as it may direct;
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (f) Cut-off Time means the date after which the
  Issuer need no longer accept Subscriptions. The Cut-off Time is 5:00 p.m.,
  March 30, 2007 (New Zealand time).                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (g) Exemptions
  means the exemptions from the registration and prospectus or equivalent
  requirements under Applicable Securities Laws;                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (h) Foreign
  Portfolio Manager means a person who carries on business as a
  portfolio manager (within the meaning of that term under Applicable
  Securities Laws) in an Overseas Jurisdiction and who purchases Shares as an
  agent for fully managed accounts;                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (i) fully managed
  in relation to an account, means that the Investor has the discretion as to
  the account as contemplated by Applicable Securities Law;                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (j) Investor means the person or persons
  named as Investor on the face page of this Subscription Agreement and if more
  than one person is so named, means all of them jointly and severally;                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (k) material means material in relation to
  the Issuer and any subsidiary considered on a consolidated basis;                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (l) material change means any change in the
  business, operations, assets, liabilities, ownership or capital of the Issuer
  and any subsidiary considered on a consolidated basis that would reasonably
  be expected to have a significant effect on the market price or value of the
  Issuers securities;                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (m) material fact means any fact that
  significantly affects or would reasonably be expected to have a significant
  effect on the market price or value of the Issuers securities;                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (n) misrepresentation is as generally
  defined under Applicable Securities Laws;                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (o) NZSX means the New Zealand Stock
  Exchange;                                                                                                                                                                                                                                                                                                                                                     

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- 6 -

|   |                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (p) Offering
  means the planned sale by the Issuer of up to US$3,900,000 of Shares on the
  terms set forth in this Agreement. There is no minimum aggregate Offering;                                          
|   |                                                                                                                                                                                                                    
|   | (q) Overseas
  Jurisdiction means a country other than Canada or the United
  States;                                                                                                                            
|   |                                                                                                                                                                                                                    
|   | (r) Portfolio
  Manager means an adviser who manages the investment portfolio of clients
  through discretionary authority granted by one or more clients;                                                       
|   |                                                                                                                                                                                                                    
|   | (s) Public Record
means information which has been publicly filed by the Issuer on SEDAR at
www.SEDAR.comand on EDGAR at www.SEC.gov/edgar.shtmlunder Applicable
Securities Laws;                                
|   |                                                                                                                                                                                                                    
|   | (t) Principal
  Canadian Jurisdictions means British Columbia, Alberta and Ontario
  and certain other jurisdictions referred to in Multilateral Instrument 45-102;                                              
|   |                                                                                                                                                                                                                    
|   | (u) Regulation D
  means Regulation D under the U.S. Securities Act;                                                                                                                                             
|   |                                                                                                                                                                                                                    
|   | (v) Regulation S
  means Regulation S under the U.S. Securities Act;                                                                                                                                             
|   |                                                                                                                                                                                                                    
|   | (w) Regulatory
  Acceptance means the acceptance of the transaction contemplated
  hereby and the approval for listing of the Shares by the TSX Venture, AMEX
  and NZSX;                                        
|   |                                                                                                                                                                                                                    
|   | (x) Securities
  means the Shares;                                                                                                                                                                               
|   |                                                                                                                                                                                                                    
|   | (y) Share
  means a common
  share without par value in the capital of the Issuer;                                                                                                                               
|   |                                                                                                                                                                                                                    
|   | (z) Subscription
  Agreement means this subscription agreement between the Investor
  and the Issuer, including all Schedules incorporated by reference as it may
  be amended or supplemented from time to time;
|   |                                                                                                                                                                                                                    
|   | (aa) TSX Venture
  means the TSX Venture Exchange, the Canadian stock exchange on which
  Australs shares are traded;                                                                                           
|   |                                                                                                                                                                                                                    
|   | (bb) U.S. Person
  means a U.S. Person as defined in Regulation S; and                                                                                                                                           
|   |                                                                                                                                                                                                                    
|   | (cc) U.S.
  Securities Act means the Securities Act of 1933, as amended, of
  the United States of America.                                                                                                      
|   |                                                                                                                                                                                                                    
|2. | Prospectus
  Exempt Subscription Commitment                                                                                                                                                                        

2.1 The undersigned (the Investor) hereby subscribes
for and agrees to purchase from Austral Pacific Energy Ltd. (herein the
Issuer), subject to the terms and conditions set forth herein, that number of
Shares of the Issuer set out on the face page of this Subscription Agreement at
the price of US$1.30 per Share. Subject to the terms hereof, this Subscription
will be deemed to have been made and be effective only upon its acceptance by
the Issuer.

3.                Closing

3.1 The Investor must deliver to the offices of the
Issuer on or before the Cut-off Time, this subscription agreement duly
completed and executed in accordance with the instructions on the face page of
this Agreement and arrange for concurrent wiring or delivery of certified
funds. On request by the Issuer, the Investor agrees to complete and deliver
any other information as may reasonably be required by regulatory authorities,
stock exchanges and Applicable Securities Laws to complete the transactions
contemplated by this Agreement. Delivery against payment for the Shares will be
completed by the Issuer at its offices on the Closing Date being a date
following Regulatory Acceptance at which time certificates representing the
Shares will be delivered to the Investor as the Investor shall instruct.
Investor hereby waives receiving any prior notice of Closing. Closing is
targeted for on or about April 15, 2007.

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- 7 -

3.2 Once this agreement is accepted by the Issuer, the
completion of the sale of securities contemplated by this subscription is
subject only to Regulatory Acceptance being obtained.

3.3 The Investor agrees that the funds advanced hereunder
maybe immediately used by the Issuer and will be treated as a short term loan
to it until Closing.

4.                Investors Acknowledgements  Regarding Risk, Restrictions, Independent Advice

4.1 The Investor represents and warrants and
acknowledges and agrees with (on its own behalf and, if applicable, on behalf
of each beneficial purchaser for whom the Investor is contracting hereunder)
the Issuer that

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------
| | (a) its decision to execute this Subscription and
  purchase the Securities agreed to be purchased hereunder has not been based
  upon any oral or written representation as to fact or otherwise made by or on
  behalf of the Issuer, and that its decision is based entirely upon its review
  of information about the Issuer in the Public Record;                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) no prospectus has been filed by the Issuer with
  any securities commission or similar authority in Canada or elsewhere, in
  connection with the issuance of the Securities, and the issuance and the sale
  of the Shares is subject to such sale being exempt from the prospectus/registration
  requirements under Applicable Securities Laws and accordingly:                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (i) the Investor is restricted from using certain of
  the civil remedies available under such legislation;                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (ii) the Investor may not receive information that
  might otherwise be required to be provided to it under such legislation; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (iii) the Issuer is relieved from certain
  obligations that would otherwise apply under such legislation;                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                  
| | (c) the Investor (or others for whom the Investor is
  contracting hereunder) has been advised to consult its own legal advisors
  with respect to the merits and risks of an investment in the Securities and
  with respect to applicable resale restrictions and it (or others for whom it
  is contracting hereunder) is solely responsible (and the Issuer is in no way
  responsible) for compliance with applicable resale restrictions;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) to the knowledge of the Investor, the sale of
  the Securities was not accompanied by any public advertisement;                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e) the offer made by this agreement is irrevocable
  (subject to the right of the Issuer to reject any Subscription prior to
  Closing by refunding any subscription funds) and requires acceptance by the
  Issuer;                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) this Subscription is not enforceable by the
  Investor unless it has been accepted by the Issuer and the Investor waives
  any requirement on the Issuers behalf to immediately communicate its
  acceptance for this Subscription to the Investor;                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g) the Securities are speculative investments which
  involve a substantial degree of risk;                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h) the Investor is sophisticated in financial
  investments, has had access to and has received all such information
  concerning the Issuer that the Investor has considered necessary in
  connection with the Investors investment decision and the Investor will not
  receive an offering memorandum or similar disclosure document;                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i) the subscription proceeds will be available to
  the Issuer on Closing and this subscription is not conditional on any other
  subscription completing. The Issuer may pay commissions in connection with
  this Subscription in its discretion                                                                                                                                                                                            

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- 8 -

|                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                               | (j) no agency, governmental authority, regulatory
  body, stock exchange or other entity has made any finding or determination as
  to the merit for investment of, nor have any such agencies or governmental
  authorities made any recommendation or endorsement with respect to, the
  Securities; and
|                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                               | (k) the Issuer will rely on the representations and
  warranties made herein or otherwise provided by the Investor to the Issuer in
  completing the sale and issue of the Shares to the Investor.                                                                                                        
|                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                           
|4.2 The Investor hereby agrees that with respect to
  any personal information provided in this document or otherwise received by
  or in possession of the Issuer (Personal Information), the Investor hereby
  consents to

| | (a) the disclosure of any Personal Information to
  the TSX Venture, AMEX and NZSX and such securities commissions as may have
  jurisdiction over the Issuer; and    
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                       
| | (b) the further collection, use and disclosure of
  any Personal Information by the aforesaid regulator authorities for the
  discharge of their regulatory functions.

5.                Investors Exemption Status

5.1 The Investor, by its execution of this
Subscription Agreement, hereby further represents, warrants to, and covenants
with, the Issuer (which representations, warranties and covenants shall survive
the Closing of the Offering) that the Investor is purchasing the Shares as
principal for its own account, it is purchasing such Shares not for the benefit
of any other person, and not with a view to the resale or distribution of the
Shares and one of the following Exemptions applies to the Investor:

| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | (a)Insiders
  Family,
  Close Friends and Business Associates Exemption (Investors Outside of Canada go to§5.2 and note§5.3(m))

| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Investor is:                                                                                                                                                                
| |                                                                                                                                                                                 
| | (i) a director, executive officer or control person of
  the Issuer, or of an affiliate of the Issuer,                                                                          
| |                                                                                                                                                                                 
| | (ii) a spouse, parent, grandparent, brother, sister or
  child of a director, executive officer or control person of the Issuer, or of
  an affiliate of the Issuer,            
| |                                                                                                                                                                                 
| | (iii) a parent, grandparent, brother, sister or child
  of the spouse of a director, executive officer or control person of the
  Issuer or of an affiliate of the Issuer,      
| |                                                                                                                                                                                 
| | (iv) a close personal friend of a director, executive
  officer or control person of the Issuer, or of an affiliate of the Issuer,                                              
| |                                                                                                                                                                                 
| | (v) a close business associate of a director,
  executive officer or control person of the Issuer, or of an affiliate of the
  Issuer,                                          
| |                                                                                                                                                                                 
| | (vi) a founder of the Issuer or a spouse, parent,
  grandparent, brother, sister, child, close personal friend or close business
  associate of a founder of the Issuer,        
| |                                                                                                                                                                                 
| | (vii) a parent, grandparent, brother, sister or child
  of a spouse of a founder of the Issuer,                                                                                 
| |                                                                                                                                                                                 
| | (viii) a person of which a majority of the voting
  securities are beneficially owned by, or a majority of the directors are,
  persons described in paragraphs (i) to (vii), or
| |                                                                                                                                                                                 
| | (ix) a trust or estate of which all of the
  beneficiaries or a majority of the trustees or executors are persons described
  in paragraphs (i) to (vii);                       

| |                                | 
| | ------------------------------ | 
| | (b) Minimum
  Amount Exemption

---



- 9 -

| |                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) The aggregate acquisition cost of purchasing the Shares will not be less than
Cdn.$150,000 paid in cash at the time of purchase, and the Investor has not
been created or used solely to purchase or hold the Shares in reliance on this
Exemption;

(c) Accredited Investor Exemption

| |                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
Investor is an Accredited Investor and the Investor has properly completed
and duly executed the Representation Letter for Accredited Investors attached
to this Subscription Agreement as Schedule B indicating the means by which the
Investor is an Accredited Investor and confirms the truth and accuracy of all
statements made by the Investor in such certificate; or

|                                                    |       |                                                                                                                         
|--------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------
|(d) For residents of Ontario only, the Investor is:
|                                                    |       |                                                                                                                         
|                                                    | (i)   | a founder of the Issuer,                                                                                                
|                                                    |       |                                                                                                                         
|                                                    | (ii)  | an affiliate of a founder of the Issuer,                                                                                
|                                                    |       |                                                                                                                         
|                                                    | (iii) | a spouse, parent, brother, sister, grandparent
  or child of an executive officer, director or founder of the Issuer, or
|                                                    |       |                                                                                                                         
|                                                    | (iv)  | a person that is a control person of the Issuer.                                                                        

5.2
Investors Outside of Canada

If the Investor is resident in a jurisdiction outside
of Canada it acknowledges and certifies that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) no securities commission or similar regulatory
  authority has reviewed or passed on the merits of the Shares;                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) there is no government or other insurance
  covering the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) there are risks associated with the purchase of
  the Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) there are restrictions on the Investors ability
  to resell the Shares and it is the responsibility of the Investor to
  determine what those restrictions are and to comply with them before selling
  the Shares; and                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) the Issuer has advised the Investor that the
  Issuer is relying on an exemption from the requirements to provide the
  Investor with a prospectus and to sell the Shares through a person registered
  to sell the Shares under Applicable Securities Laws and, as a consequence of
  acquiring securities pursuant to this exemption, certain protections, rights
  and remedies provided by Applicable Securities Laws, including statutory
  rights of rescission or damages, will not be available to the Investor;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) the Investor is knowledgeable of securities
  legislation having application or jurisdiction over the Investor and the
  Offering (other than the laws of Canada and the United States) which would
  apply to this subscription;                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) the Investor is purchasing the Shares pursuant
  to exemptions from any prospectus, registration or similar requirements under
  the laws of that International Jurisdiction and or, if such is not
  applicable, the Investor is permitted to purchase the Investors Shares, and
  the Issuer has no filing obligations in the International Jurisdiction;                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) no laws in the International Jurisdiction
  require the Issuer to make any filings or seek any approvals of any kind
  whatsoever from any regulatory authority of any kind whatsoever in the
  International Jurisdiction;                                                                                                                                                                                                                                                                                             

---



- 10 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) the Shares are being acquired for investment
  only and not with a view to resale and distribution within the International
  Jurisdiction; and                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (j) if it is a resident of the United Kingdom then
  it complies with the provisions of §5.1 of this Subscription Agreement as if
  it were a resident of British Columbia and it is a person of the described in
  Article 11(3) of the Financial Services Act,1986
  (Investment Advertisements) (Exemptions) Order 1996, as amended, and is a
  person whose ordinary activities involve it in acquiring, holding, managing
  or disposing of investments (as principal or agent) for the purpose of its
  business.

5.3
Other General Representations Applicable to Investors

The following representations are hereby made by each
Investor subject to the provisos contained below:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) the Investor has no knowledge of a material
  fact or material change, as those terms are defined in Applicable
  Securities Laws, in respect of the affairs of the Issuer that has not been
  generally disclosed to the public;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | (b) the Investor (and, if applicable, any beneficial
  purchaser for whom it is acting) is resident in the jurisdiction set out
  under the heading Name and Address of Investor on the execution page of
  this Subscription Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | (c) the Investor has the legal capacity and
  competence to enter into and execute this Subscription and to take all
  actions required pursuant hereto and, if the Investor is a corporation, it is
  duly incorporated and validly subsisting under the laws of its jurisdiction
  of incorporation and all necessary approvals by its directors, shareholders
  and others have been obtained to authorize execution of this Subscription
  Agreement on behalf of the Investor;                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | (d) the entering into of this Subscription Agreement
  and the transactions contemplated hereby do not result in the violation of
  any of the terms and provisions of any law applicable to, or the constating
  documents of, the Investor or of any agreement, written or oral, to which the
  Investor may be a party or by which the Investor is or may be bound;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | (e) the Investor has duly and validly authorized,
  executed and delivered this Subscription Agreement and understands it is
  intended to constitute a valid and binding agreement of the Investor
  enforceable against the Investor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | (f) in connection with the Investors investment in
  the Shares, the Investor has not relied upon the Issuer for investment, legal
  or tax advice, and has, in all cases sought the advice of the Investors own
  personal investment advisor, legal counsel and tax advisers or has waived its
  rights thereto and the Investor is either experienced in or knowledgeable
  with regard to the affairs of the Issuer, or either alone or with its
  professional advisors is capable, by reason of knowledge and experience in
  financial and business matters in general, and investments in particular, of
  evaluating the merits and risks of an investment in the Shares and is able to
  bear the economic risk of the investment and it can otherwise be reasonably
  assumed to have the capacity to protect its own interest in connection with
  the investment in the Shares;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| | (g) no person has made to the Investor any written
  or oral representations:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i) that any person will resell or repurchase the
  Shares;                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii) that any person will refund the purchase price
  for the Shares;                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iii) as to the future price or value of the Shares;
  or                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (v) that the Shares will be listed and posted for
  trading on any stock exchange or that application has been made to list the
  Shares of the Issuer on any stock exchange;

---



- 11 -

No U.S.
Investor Participation Except with Accredited Investor Form (Schedule C)

|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------
|(h) The Investor represents and warrants either:                                                                                                                                                                                             
|                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                              | (i) the Investor                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  | (A) is not, and is not purchasing the Shares for the
  account of or benefit of, a U.S. Person or a person in the United States;
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  | (B) was not offered Shares in the United States; and                                                                            
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  | (C) did not execute or deliver this Agreement in the
  United States; OR                                                        
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                 
|                                                                                                                                                                                                                                              | (ii) the Investor is a U.S. Person who is an
  accredited investor as defined in Rule 501(a) of Regulation D of the U.S.
  Securities Act; and                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              | (iii) in the case of paragraph 5.3(h)(ii) above, the
  Investor has duly completed, executed and delivered to the Issuer the
  Certificate of U.S. Purchaser attached hereto as Schedule C, and represents,
  warrants and covenants to the Issuer as to the accuracy of all matters set
  out therein as at the date hereof and on the Closing Date;                                           
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|(i) Unless the Investor completes the Certificate of
  U.S. Purchaser included herein as Schedule C in connection with a purchase of
  the Shares made in reliance on Regulation E, the Investor additionally
  represents and warrants that:
|                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                              | (i) the Investor does not have any agreement or
  understanding (either written or oral) with any U.S. Person or a person in
  the United States respecting:                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  | (A) the transfer or assignment of any rights or
  interests in any of the Shares;                                               
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  | (B) the division of profits, losses, fees,
  commissions, or any financial stake in connection with this Subscription; or       
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                 
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  | (C) the voting of the Shares; and                                                                                               
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                 
|                                                                                                                                                                                                                                              | (ii) the Investor has no intention to distribute
  either directly or indirectly any of the Shares in the United States or to
  U.S. Persons; and                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              | (iii) the Investor represents that the current
  structure of this transaction and all transactions and activities
  contemplated hereunder is not a scheme to avoid the registration requirements
  of the U.S. Securities Act;                                                                                                                                                                
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|(j)                                                                                                                                                                                                                                           | The Investor acknowledges
  and agrees that:                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              | (i) the Shares have not been
  registered under the U.S. Securities Act, and may not be offered or sold in
  the United States or to a U.S. Person unless an exemption from such
  registration requirements is available;                                                                                                                                                                      
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              | (ii) the Issuer has no
  obligation or present intention of filing a registration statement under the U.S.
  Securities Act in respect of the Shares; and                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                              | (iii) the Investor will not
  engage in any directed selling efforts (as defined by Regulation S under
  the U.S.
  Securities Act) in the United States in respect of the Shares,
  which would include any activities undertaken for the purpose of, or that
  could reasonably be expected to have the effect of conditioning the market in
  the United States for the resale of the Shares;

---



- 12 -

|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|---------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                             | Compliance with Resale Laws                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                             | (k) the Investor will comply with Applicable
  Securities Laws and, if applicable, Rule 904 of Regulation S concerning the
  resale of the Shares and all related restrictions (and the Issuer is not in
  any way responsible for such compliance) and shall speak and consult with its
  own legal advisors with respect to such compliance;                                                                      
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | Own Expense                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | (l) the Investor acknowledges and agrees that all
  costs and expenses incurred by the Investor (including any fees and
  disbursements of any special counsel or other advisors retained by the
  Investor) relating to the purchase of the Shares shall be borne by the
  Investor;                                                                                                                               
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | International Investor                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | (m) if the Investor is resident of an International
  Jurisdiction (meaning herein a country other than Canada or the United
  States) then:                                                                                                                                                                                                                                                                        
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      | (i) the Investor is knowledgeable of securities
  legislation having application or jurisdiction over the Investor and the
  Offering (other than the laws of Canada and the U.S.) which would apply to
  this subscription;                                                                                                                                     
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      | (ii) the Investor is purchasing the Shares pursuant
  to exemptions from any prospectus, registration or similar requirements under
  the laws of that International Jurisdiction and or, if such is not
  applicable, the Investor is permitted to purchase the Investors Shares, and
  the Issuer has no filing obligations in the International Jurisdiction;
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      | (iii) no laws in the International Jurisdiction
  require the Issuer to make any filings or seek any approvals of any kind
  whatsoever from any regulatory authority of any kind whatsoever in the
  International Jurisdiction; and                                                                                                                            
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      | (iv) the Shares are being acquired for investment
  only and not with a view to resale and distribution within the International
  Jurisdiction.                                                                                                                                                                                                                 
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|6. The Issuers Representations                                                                                             
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|6.1 The Issuer represents and warrants to the
  Investor that, as of the date of this Subscription and at Closing hereunder:
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | (a) the Issuers Public Record is correct in all
  material respects and does not omit any material information about the
  issuer;                                                                                                                                                                                                                                                                                 
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | (b) the Issuer and its subsidiaries are valid and
  subsisting corporations duly incorporated and in good standing under the laws
  of the jurisdictions in which they are incorporated, continued or
  amalgamated, and each is a foreign private issuer as defined in §230.405 of
  Regulation C promulgated under the U.S. Securities Act and shall remain a
  foreign private issuer;                         
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | (c) the Issuer has complied, or will comply, with
  Applicable Securities Laws and all applicable corporate laws and regulations
  in connection with the offer, sale and issuance of the Securities, and in
  connection therewith has not engaged in any direct selling efforts, as such
  term is defined in Regulation S, or any general solicitation or general
  advertising as described in Regulation D;
|                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                             | (d) the Issuer and its subsidiaries are the
  beneficial owners of the properties, business and assets or the interests in
  the properties, business or assets referred to in its Public Record and
  except as disclosed therein, all agreements by which the Issuer or its subsidiaries
  holds an interest in a property, business or asset are in                                                              

---



- 12 -

|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                   | good standing according to their terms, and the
  properties are in good standing under the applicable laws of the
  jurisdictions in which they are situated;                                                                                                                                                                                                                                                                                                                                
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (e) the financial statements contained in the Public
  Record accurately reflect the financial position of the Issuer as at the date
  thereof, and no adverse material changes in the financial position of the
  Issuer have taken place since the date of the Issuers last financial
  statements except as filed in the Public Record;                                                                                                                                                   
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (f) the creation, issuance and sale of the Shares by
  the Issuer does not and will not conflict with and does not and will not
  result in a breach of any of the terms, conditions or provisions of its
  constating documents or any agreement or instrument to which the Issuer is a
  party;                                                                                                                                                                                             
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (g) the Securities will, at the time of issue, be
  duly allotted, validly issued, fully paid and non-assessable and will be free
  of all liens, charges and encumbrances and the Issuer will reserve sufficient
  shares in the treasury of the Issuer to enable it to issue the Shares;                                                                                                                                                                                                    
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (h) this Subscription when accepted has been duly
  authorized by all necessary corporate action on the part of the Issuer and,
  subject to acceptance by the Issuer, constitutes a valid obligation of the
  Issuer legally binding upon it and enforceable in accordance with its terms;                                                                                                                                                                                                   
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (i) neither the Issuer nor any of its subsidiaries
  is a party to any actions, suits or proceedings which could materially affect
  its business or financial condition, and to the best of the Issuers
  knowledge no such actions, suits or proceedings have been threatened as at
  the date hereof, except as disclosed in the Public Record;                                                                                                                                           
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (j) no order ceasing or suspending trading in the
  securities of the Issuer nor prohibiting sale of such securities has been
  issued to the Issuer or its directors, officers or promoters and to the best
  of the Issuers knowledge no investigations or proceedings for such purposes
  are pending or threatened; and                                                                                                                                                                  
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (k) except as set out
  in the Public Record or herein, no person has any right, agreement or option,
  present or future, contingent or absolute, or any right capable of becoming a
  right, agreement or option for the issue or allotment of any unissued common
  shares of the Issuer or any other security convertible or exchangeable for
  any such shares or to require the Issuer to purchase, redeem or otherwise
  acquire any of the issued or outstanding shares of the Issuer.
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. Covenants of the Issuer                                        
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.1 The Issuer hereby covenants with each Investor
  that it will:
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (a) offer, sell, issue and deliver the Securities
  pursuant to exemptions from the prospectus filing, registration or
  qualification requirements of Applicable Securities Laws and otherwise fulfil
  all legal requirements required to be fulfilled by the Issuer (including
  without limitation, compliance with all Applicable Securities Laws of the
  Principal Canadian Jurisdictions) in connection with the Offering;                                                            
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (b) use its best efforts to maintain its status as a
  reporting issuer not in default in British Columbia and Alberta for a
  period of 12 months after the Closing Date;                                                                                                                                                                                                                                                                                                                  
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (c) within the required time, file with the TSX
  Venture, NZSX and Amex any documents, reports and information, in the
  required form, required to be filed by Applicable Securities Laws in
  connection with the Offering, together with any applicable filing fees and
  other materials; and                                                                                                                                                                                            
|                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                   | (d) the Issuer will use reasonable commercial
  efforts to satisfy as expeditiously as possible any conditions of the TSX
  Venture, NZSX and AMEX required to be satisfied prior to the Regulatory
  Acceptance of this Offering.                                                                                                                                                                                                                                                            

---



- 14 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. Resale Restrictions and
  Legending of Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.1 The Investor acknowledges that any resale of the
  Securities will be subject to resale restrictions contained in the Applicable
  Securities Laws applicable to the Issuer, the Investor or any proposed
  transferee. All Investors will receive, for the Shares acquired, a
  certificate bearing the following legend imprinted thereof:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Unless permitted under
  securities legislation, the holder of the securities shall not trade the
  securities before [insert that date which is four months and a day from the
  Closing Date.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Without prior written
  approval of the TSX Venture Exchange and compliance with all applicable
  securities legislation, the securities represented by this certificate may
  not be sold, transferred, hypothecated or otherwise traded on or through the
  facilities of the TSX Venture Exchange or otherwise in Canada or to or for
  the benefit of a Canadian resident until [insert that date which is four
  months and a day from the Closing Date.]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.2 Investors who are U.S Persons or who use herein
  an address in the U.S. who execute this Agreement in the United States (which
  the Issuer will presume absent other evidence) will receive a certificate
  bearing the following legend imprinted thereon as well as the legend referred
  to in §8.1:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The securities represented
  hereby have not been and will not be registered under the United States
  Securities Act of 1933, as amended (the U.S. Securities Act). The holder
  hereof, by purchasing such securities, agrees for the benefit of the Issuer
  that such securities may be offered, sold, pledged or otherwise transferred
  only (a) to the Issuer, (b) outside the United States in accordance with Rule
  904 of Regulation S under the U.S. Securities Act if applicable, (c) inside
  the United States (1) pursuant to the exemption from the registration requirements
  under the U.S. Securities Act provided by Rule 144 thereunder, if available,
  and in accordance with applicable State securities laws, or (2) in a
  transaction that does not require registration under the U.S. Securities Act
  or any applicable State laws and regulations governing the offer and sale of
  securities, and the holder has prior to such sale furnished to the Issuer an
  opinion of counsel or other evidence of exemption in form and substance
  reasonably satisfactory to the Issuer. Provided that if the Issuer is a
  foreign issuer as that term is defined by Regulation S of the U.S.
  Securities Act at the time of sale, a new certificate bearing no restrictive
  legend, delivery of which will constitute Good Delivery may be obtained
  form the transfer agent, upon delivery of this certificate and a duly
  executed declaration, in form satisfactory to the Issuer and its transfer
  agent, to the effect that the sale of the securities represented hereby is
  being made in compliance with Rule 904 of Regulation S under the U.S.
  Securities Act.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|and that any certificate representing any Securities
  issued in exchange therefor or in substitution thereof will bear the same
  legend, provided, however, that if the Issuer is a foreign issuer as
  that term is defined by Regulation S under the U.S. Securities Act at the
  time of sale of any Shares, a new certificate bearing no legend may be
  obtained from transfer agent upon delivery of the certificate evidencing such
  securities and a duly executed declaration, in a form satisfactory to the
  Company and transfer agent to the effect that the sale of the securities is
  being made in compliance with Rule 904 of Regulation S under the U.S.
  Securities Act. The Issuer also reserves the right to affix to the Securities
  the legend contained in this §8.2 or a similar legend if such legend is
  required to be affixed in order to secure Regulatory Acceptance or compliance
  with the U.S. Securities Act.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9. Investors Consent to Issuer to
  Correct or Complete Subscription Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.1 The Investor consents to the Company, or its
  legal counsel, completing or correcting the Investors subscription agreement
  as may reasonably be required to finalize it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10.1 Time is of the essence hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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- 15 -

10.2 Neither this Subscription Agreement nor any
provision hereof shall be modified, changed, discharged or terminated except by
an instrument in writing signed by the party against whom any waiver, change,
discharge or termination is sought.

10.3 The parties hereto shall execute and deliver all
such further documents and instruments and do all such acts and things as may
either before or after the execution of this Subscription Agreement be
reasonably required to carry out the full intent and meaning of this
Subscription Agreement.

10.4 This Subscription Agreement shall be subject to,
governed by and construed in accordance with the laws of British Columbia and
the laws of Canada as applicable therein and the Investor hereby irrevocably
attorns to the jurisdiction of the Courts situate therein.

10.5 This Subscription Agreement may not be assigned
by any party hereto.

10.6 The Issuer shall be entitled to rely on delivery
of a facsimile copy of this Subscription Agreement, and acceptance by the
Issuer of a facsimile copy of this Subscription Agreement shall create a legal,
valid and binding agreement between the Investor and the Issuer in accordance
with its terms.

10.7 This Subscription Agreement may be signed by the
parties in as many counterparts as may be deemed necessary, each of which so
signed shall be deemed to be an original, and all such counterparts together
shall constitute one and the same instrument.

10.8 This Subscription, including, without limitation,
the representations, warranties, acknowledgements and covenants contained
herein, shall survive and continue in full force and effect and be binding upon
the parties notwithstanding the completion of the purchase of the Shares by the
Investor pursuant hereto, the completion of the issue of Shares of the Issuer
and any subsequent disposition by the Investor of the Shares;

10.9 The invalidity or unenforceability of any
particular provision of this Subscription shall not affect or limit the
validity or enforceability of the remaining provisions of this Subscription;

10.10 Except as expressly provided in this
Subscription and in the agreements, instruments and other documents
contemplated or provided for herein, this Subscription contains the entire
agreement between the parties with respect to the sale of the Securities and
there are no other terms, conditions, representations or warranties, whether
expressed, implied, oral or written, by statute, by common law, by the Issuer,
by the Investor, or by anyone else;

10.11 All monetary amounts are in US Dollars.

---



SCHEDULE
A

FORM
4C

CORPORATE
PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not
individuals, the following information about the placee must be provided. This
Form will remain on file with the Exchange. The corporation, trust, portfolio
manager or other entity (the Placee) need only file it on one time basis, and
it will be referenced for all subsequent Private Placements in which it
participates. If any of the information provided in this Form changes, the
Placee must notify the Exchange prior to participating in further placements
with Exchange listed companies. If as a result of the Private Placement, the
Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded
that they must file a Personal Information Form (2A) or, if applicable,
Declarations, with the Exchange.

|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Placee Information:                                                     
|   |                                                                         
|   | (a)                                                                      | Name:
  ___________________________________________________________________________________________                                                                                                                                                                                                    
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|   | (b)                                                                      | Complete Address:
  _____________________________________________________________                                                                                                                                                                                                                      
|   |                                                                          | _____________________________________________________________________________                                                                                                                                                                                                                          
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|   | (c)                                                                      | Jurisdiction of Incorporation or Creation:
  ___________________________________________                                                                                                                                                                                                               
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|2. | (a)                                                                      | Is the Placee purchasing securities as a portfolio
  manager (Yes/No)? _______________________                                                                                                                                                                                                         
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|   | (b)                                                                      | Is the Placee carrying on business as a portfolio
  manager outside of Canada (Yes/No)? ______                                                                                                                                                                                                         
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|3. | If the answer to 2(b) above was Yes, the
  undersigned certifies that:
|   |                                                                         
|   | (a)                                                                      | It is purchasing securities of an Issuer on behalf
  of managed accounts for which it is making the investment decision to
  purchase the securities and has full discretion to purchase or sell
  securities for such accounts without requiring the clients express consent
  to a transaction;     
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|   | (b)                                                                      | it carries on the business of managing the
  investment portfolios of clients through discretionary authority granted by
  those clients (a portfolio manager business) in ____________
  [jurisdiction], and it is permitted by law to carry on a portfolio manager
  business in that jurisdiction;
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|   | (c)                                                                      | it was not created solely or primarily for the
  purpose of purchasing securities of the Issuer;                                                                                                                                                                                                       
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|   | (d)                                                                      | the total asset value of the investment portfolios
  it manages on behalf of clients is not less than $20,000,000; and                                                                                                                                                                                 
|   |                                                                          |                                                                                                                                                                                                                                                                                                        
|   | (e)                                                                      | it has no reasonable grounds to believe, that any of
  the directors, senior officers and other insiders of the Issuer, and the
  persons that carry on investor relations activities for the Issuer has a
  beneficial interest in any of the managed accounts for which it is
  purchasing.          

|                       |                                    |       
|---------------------- | ---------------------------------- | ------
|                      
|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page 1
|(as at March 11, 2004) |                                    |       

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- 2 -

|   |                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------
|4. | If the answer to 2(a) above was No, please provide
  the names and addresses of control persons of the Placee:

| |      |  |      |  |                   |  |        
| | ---- |  | ---- |  | ----------------- |  | -------
| | Name |  | City |  | Province or State |  | Country
| |      |  |      |  |                   |  |        
| |      |  |      |  |                   |  |        
| |      |  |      |  |                   |  |        
| |      |  |      |  |                   |  |        

The undersigned acknowledges that it is bound by the
provisions of applicable Securities Law, including provisions concerning the
filing of insider reports and reports of acquisitions (See for example,
sections 87 and 111 of the Securities Act (British Columbia) and
sections 176 and 182 of the Securities Act (Alberta).

Acknowledgement
- Personal Information

Personal Information means any information about an
identifiable individual, and includes information contained in sections 1, 2
and 4, as applicable, of this Form.

The undersigned hereby acknowledges and agrees that it
has obtained the express written consent of each individual to:

|    |                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | the disclosure of Personal Information by the
  undersigned to the Exchange (as defined in Appendix 6B) pursuant to this
  Form; and                                                   
|    |                                                                                                                                                                                        
|(b) | the collection, use and disclosure of Personal
  Information by the Exchange for the purposes described in Appendix 6B or as
  otherwise identified by the Exchange, from time to time.

|         |  |  |    | 
|-------- |  |  | -- | 
|Dated at |  |  | on | 

| |                                                                  
| | -----------------------------------------------------------------
| |                                                                  
| | (Name of Purchaser - please print)                               
| |                                                                  
| |                                                                  
| | (Authorized Signature)                                           
| |                                                                  
| |                                                                  
| | (Official Capacity - please print)                               
| |                                                                  
| |                                                                  
| | (please print name of individual whose signature
  appears above)

THIS IS NOT A
PUBLIC DOCUMENT

|                       |                                    |       
|---------------------- | ---------------------------------- | ------
|                      
|FORM 4C                | CORPORATE PLACEE REGISTRATION FORM | Page 2
|(as at March 11, 2004) |                                    |       

---



SCHEDULE B

REPRESENTATION
LETTER

(FOR
ACCREDITED INVESTORS-Canadian Investors only)

TO:
Austral Pacific Energy Ltd. (Austral)

In connection with the purchase of common shares in
the capital of Austral (Shares)
by the undersigned subscriber or, if applicable, the principal on whose behalf
the undersigned is purchasing as agent (the Subscriber
for the purposes of this Schedule B), the Subscriber hereby represents,
warrants, covenants and certifies to Austral that:

|   |                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The Subscriber is purchasing the Shares as principal
  for its own account or is deemed to be acting as principal pursuant to
  National Instrument 45-106 entitled Properties and Registration Exemptions
  (NI 45-106);
|   |                                                                                                                                                                                                                              
|2. | The Subscriber is an accredited investor within
  the meaning of NI 45-106 by virtue of satisfying the indicated criterion as
  set out in Appendix A to this Representation Letter; and                                 
|   |                                                                                                                                                                                                                              
|3. | Upon execution of this Schedule B by the Subscriber,
  this Schedule B shall be incorporated into and form a part of the
  Subscription Agreement.                                                                           

Dated: _________________________, 2006.

| |                          |                                                         
| | ------------------------ | --------------------------------------------------------
| |                         
| | Print name of Subscriber
|
| |                          |                                                         
| | By:                      | Signature                                               
| |                          |                                                         
| |                          |                                                         
| |                          | Print name of Signatory (if different from
  Subscriber)
| |                          |                                                         
| |                          |                                                         
| |                          | Title                                                   

IMPORTANT:
PLEASE INITIAL APPENDIX A ON THE NEXT PAGE

---



APPENDIX
A

TO
SCHEDULE B

Accredited
Investor - (defined in NI 45-106) means:

|  |                                                                                                                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | (a) an individual who, either alone or with a
  spouse, beneficially owns, directly or indirectly, financial assets having an
  aggregate realizable value that before taxes, but net of any related
  liabilities, exceeds $1,000,000;                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (b) an individual whose net income before taxes
  exceeded $200,000 in each of the 2 most recent calendar years or whose net
  income before taxes combined with that of a spouse exceeded $300,000 in each
  of the 2 most recent calendar years and who, in either case, reasonably
  expects to exceed that net income level in the current calendar year;
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (c) an individual who, either alone or with a
  spouse, has net assets of at least $5,000,000;                                                                                                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (d) a person, other than an individual or investment
  fund, that has net assets of at least $5,000,000 as shown on its most
  recently prepared financial statements;                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (e) a person in respect of which all of the owners
  of interests, direct, indirect or beneficial, except the voting securities
  required by law to be owned by directors, are persons that are accredited
  investors;                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (f) a Canadian financial institution, or a Schedule
  III bank;                                                                                                                                                                                                                                                                                              
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (g) the Business Development Bank of Canada
  incorporated under the Business
  Development Bank of Canada Act (Canada);                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (h) a subsidiary of any person referred to in
  paragraphs (f) or (g), if the person owns all of the voting securities of the
  subsidiary, except the voting securities required by law to be owned by
  directors of that subsidiary;                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (i) a person registered under the securities
  legislation of a jurisdiction of Canada as an adviser or dealer, other than a
  person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities
Act (Newfoundland and
  Labrador);                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (j) an individual registered or formerly registered
  under the securities legislation of a jurisdiction of Canada as a
  representative of a person referred to in paragraph (i);                                                                                                                                                                           
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (k) the Government of Canada or a jurisdiction of
  Canada, or any crown corporation, agency or wholly owned entity of the
  Government of Canada or a jurisdiction of Canada;                                                                                                                                                                               
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (l) a municipality, public board or commission in
  Canada and a metropolitan community, school board, the Comité de gestion de
  la taxe scolaire de lîle de Montréal or an intermunicipal management board
  in Québec;                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (m) any national, federal, state, provincial,
  territorial or municipal government of or in any foreign jurisdiction, or any
  agency of that government;                                                                                                                                                                                                   
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (n) a pension fund that is regulated by either the
  Office of the Superintendent of Financial Institutions (Canada) or a pension
  commission or similar regulatory authority of a jurisdiction of Canada;                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                              
|o | (o) an investment fund that distributes or has
  distributed its securities only to                                                                                                                                                                                                                                                                          

| |  |                                                                                      
| |  | -------------------------------------------------------------------------------------
| |  | (i) a person that is or was an accredited investor at
  the time of the distribution;

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|                          |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |                                                                                                                                                                                                                                                                                                                                                            | (ii) a person that acquires or acquired securities in the
  circumstances referred to in Sections 2.10 [Minimum
  amount investment], and 2.19 [Additional
  investment in investment funds] of NI 45-106; OR
|                          |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                            | (iii) a person described in paragraph (i) or (ii) that
  acquires or acquired securities under Section 2.18 [Investment fund reinvestment] of NI
  45-106;                                                   
|                          |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|o                         | (p) an investment fund that distributes or has
  distributed securities under a prospectus in a jurisdiction of Canada for
  which the regulator or, in Québec, the securities regulatory authority, has
  issued a receipt;                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                           
|o                         | (q) a trust company or trust corporation registered
  or authorized to carry on business under the Trust
  and Loan Companies Act (Canada) or under comparable legislation in
  a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
  fully managed account managed by the trust company or trust corporation, as
  the case may be;
|                          |                                                                                                                                                                                                                                                                                                                                                           
|o                         | (r) a person acting on behalf of a fully managed
  account managed by that person, if that person                                                                                                                                                                                                                                                         
|                          |                                                                                                                                                                                                                                                                                                                                                           
|                          |                                                                                                                                                                                                                                                                                                                                                            | (i) is registered or authorized to carry on business as
  an adviser or the equivalent under the securities legislation of a
  jurisdiction of Canada or a foreign jurisdiction; and                         
|                          |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                            | (ii) in Ontario, is purchasing a security that is not a security
  of an investment fund;                                                                                                                    
|                          |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|o                         | (s) a registered charity under the Income Tax Act (Canada) that, in regard
  to the trade, has obtained advice from an eligibility adviser or an adviser
  registered under the securities legislation of the jurisdiction of the
  registered charity to give advice on the securities being traded;                                                     
|                          |                                                                                                                                                                                                                                                                                                                                                           
|o                         | (t) an entity organized in a foreign jurisdiction
  that is analogous to any of the entities referred to in paragraphs (f) to (i)
  or paragraph (n) in form and function;                                                                                                                                                                                
|                          |                                                                                                                                                                                                                                                                                                                                                           
|o                         | (u) an investment fund that is advised by a person
  registered as an adviser or a person that is exempt from registration as an
  adviser; OR                                                                                                                                                                                                            
|                          |                                                                                                                                                                                                                                                                                                                                                           
|o                         | (v) a person that is recognized or designated by the
  securities regulatory authority or, except in Ontario and Québec, the
  regulator as                                                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                           
|                          |                                                                                                                                                                                                                                                                                                                                                            | (i) an accredited investor; or                                                                                                                                                                               
|                          |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|                          |                                                                                                                                                                                                                                                                                                                                                            | (ii) an exempt purchaser in Alberta or British Columbia
  after NI 45-106 comes into force;                                                                                                                  
|                          |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                              
|and for purposes hereof:.

|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------
|(a) | Canadian financial institution means                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                            
|    | (i) an association governed by
  the Cooperative Credit Associations Act (Canada)
  or a central cooperative credit society for which an order has been made
  under section 473(1) of the Cooperative
  Credit Associations Act (Canada), or                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                           
|    | (ii) a bank, loan corporation,
  trust company , trust corporation, insurance company, treasury branch, credit
  union, caisse populaire, financial services cooperative, or league that, in each case, is
  authorized by an enactment of Canada or a jurisdiction of Canada to carry on
  business in Canada or a jurisdiction of Canada;
|    |                                                                                                                                                                                                                                                                                                                                             |                                                                                                                           
|(b) | control person has the
  meaning ascribed to that term in securities legislation except Ontario where
  control person means any person that holds or is one of a combination of
  persons that hold                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                             | (i) a sufficient number of any
  of the securities of an issuer so as to affect materially the control of the
  issuer, or

---



- 3 -

|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (ii)                                                                                                                                                                                                                                                                                             | more than 20% of the
  outstanding voting securities of an issuer except where there is evidence
  showing that the holding of those securities does not affect materially the
  control of that issuer;     
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|(c) | eligibility
  adviser means a
  person that is registered as an investment dealer or in an equivalent
  category of registration under the securities legislation of the jurisdiction
  of a purchaser and authorized to give advice with respect to the type of
  security being distributed;
|    |                                                                                                                                                                                                                                                                                                 
|(d) | executive
  officer means,
  for an issuer, an individual who is                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                              | a chair, vice-chair or
  president,                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                             | a vice-president in charge
  of a principal business unit, division or function including sales, finance
  or production,                                                                                    
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                            | an officer of the issuer or
  any of its subsidiaries and who performs a policy-making function in respect
  of the issuer, or                                                                               
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (iv)                                                                                                                                                                                                                                                                                             | performing a policy-making
  function in respect of the issuer;                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|(e) | financial
  assets means
  (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an
  evidence of a deposit that is not a security for the purposes of securities
  legislation;                                                                                           
|    |                                                                                                                                                                                                                                                                                                 
|(f) | founder means, in
  respect of an issuer, a person who,                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                              | acting alone, in
  conjunction or in concert with one or more persons, directly or indirectly,
  takes the initiative in founding, organizing or substantially reorganizing
  the business of the issuer, and
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                             | at the time of the trade is
  actively involved in the business of the issuer;                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|(g) | fully
  managed account means an account of a client for which a
  person makes the investment decisions if that person has full discretion to
  trade in securities for the account without requiring the clients express
  consent to a transaction;                                       
|    |                                                                                                                                                                                                                                                                                                 
|(h) | investment
  fund has the
  meaning ascribed thereto in National Instrument 81-106 - Investment Fund Continuous Disclosure;                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                 
|(i) | person includes                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                              | an individual,                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                             | a corporation,                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (iii)                                                                                                                                                                                                                                                                                            | a partnership, trust, fund
  and an association, syndicate, organization or other organized group of
  persons, whether incorporated or not, and                                                             
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (iv)                                                                                                                                                                                                                                                                                             | an individual or other
  person in that persons capacity as a trustee, executor, administrator or
  personal or other legal representative;                                                                 
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|(j) | related
  liabilities means                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                              | liabilities incurred or
  assumed for the purpose of financing the acquisition or ownership of
  financial assets, or                                                                                        
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                             | liabilities that are
  secured by financial assets.                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|(k) | spouse means, an individual who,                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                              | is married to another
  individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other
  individual,                                                         
|    |                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                              
|    | (ii)                                                                                                                                                                                                                                                                                             | is living with another
  individual in a marriage-like relationship, including a marriage-like
  relationship between individuals of the same gender, or                                                     

---



- 4 -

|    |                                                                                                                                          |                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (iii)                                                                                                                                    | in Alberta, is an
  individual referred to in paragraph (i) or (ii) immediately above or is an
  adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta);
  and
|    |                                                                                                                                          |                                                                                                                                                                                                                
|(l) | subsidiary means an issuer that is controlled directly
  or indirectly by another issuer and includes a subsidiary of that subsidiary;

Affiliated Entities and Control

|   |                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | An issuer is considered to be an affiliate of
  another issuer if one of them is a subsidiary of the other, or if each of
  them is controlled by the same person.
|   |                                                                                                                                                                   
|2. | A person (first person) is considered to control
  another person (second person) if                                                                              
|   |                                                                                                                                                                   
|   | (a)                                                                                                                                                                | the first person, directly or indirectly,
  beneficially owns or exercises control or direction over securities of the
  second person carrying votes which, if exercised, would entitle the first
  person to elect a majority of the directors of the second person, unless the
  first person holds the voting securities only to secure an obligation,
|   |                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                           
|   | (b)                                                                                                                                                                | the second person is a partnership, other than a
  limited partnership, and the first person holds more than 50% of the
  interests in the partnership, or                                                                                                                                                                                                
|   |                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                           
|   | (c)                                                                                                                                                                | the second person is a limited partnership and the
  general partner of the limited partnership is the first person.                                                                                                                                                                                                                                      

---



SCHEDULE C

CERTIFICATE OF U.S. PURCHASER

This
form must be completed by United States investors (only)

A United States investor is any person in the United
States or any U.S. person as defined in Regulation S under the United States
Securities Act of 1933, as amended. This will include (a) any natural person
resident in the United States; (b) any partnership or corporation organized or
incorporated under the laws of the United States; (c) any trust of which any
trustee is a U.S. person; (d) any partnership or corporation organized outside
the United States by a U.S. person principally for the purpose of investing in securities
not registered under the U.S. Securities Act of 1933, unless it is organized or
incorporated, and owned, by accredited investors who are not natural persons,
estates or trusts; (e) any estate of which any executor or administrator is a
U.S. person.

2. The Investor
covenants, represents and warrants to Austral Pacific Energy Ltd. (the
Issuer) that:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) it understands that the
  Shares have not been and will not be registered under the U.S. Securities Act
  and that the sale contemplated hereby is being made in reliance on the
  exemption from such registration requirement provided by Rule 506 of
  Regulation D;                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b) it acknowledges that it
  has not purchased the Shares as a result of any form of general solicitation
  or general advertising, including advertisements, articles, notices or other
  communications published in any newspaper, magazine or similar media or
  broadcast over radio, or television, or any seminar or meeting whose
  attendees have been invited by general solicitation or general advertising;                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) it understands and
  agrees that there may be material tax consequences to the Investor of an
  acquisition, disposition or exercise of any of the Shares. The Issuer gives
  no opinion and makes no representation with respect to the tax consequences
  to the Investor under United States, state, local or foreign tax law of the
  undersigneds acquisition or disposition of such securities. In particular,
  no determination has been made whether the Issuer will be a passive foreign
  investment company (PFIC) within the meaning of Section 1291 of the United
  States Internal Revenue Code;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d) it understands and
  agrees that the financial statements of the Issuer have been prepared in
  accordance with Canadian generally accepted accounting principles, which
  differ in some respects from United States generally accepted accounting
  principles, and thus may not be comparable to financial statements of United
  States companies;                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) it understands and
  acknowledges that upon the issuance thereof, and until such time as the same
  is no longer required under the applicable requirements of the U.S.
  Securities Act or applicable state securities laws and regulations, the
  certificates representing the Shares will bear a legend in substantially the
  following form:                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The securities represented
  hereby have not been and will not be registered under the United States
  Securities Act of 1933, as amended (the U.S. Securities Act). The holder
  hereof, by purchasing such securities, agrees for the benefit of the Issuer
  that such securities may be offered, sold, pledged or otherwise transferred
  only (a) to the Issuer, (b) outside the United States in accordance with Rule
  904 of Regulation S under the U.S. Securities Act if applicable, (c) inside
  the United Sates (1) pursuant to the exemption from the registration
  requirements under the U.S. Securities Act provided by Rule 144 thereunder,
  if available, and in accordance with applicable State securities laws, or (2)
  in a transaction that does not require registration under the U.S. Securities
  Act or any applicable State laws and regulations governing the offer and sale
  of securities, and the holder has prior to such sale furnished to the Issuer
  an opinion of counsel or other evidence of exemption in form and substance reasonably
  satisfactory to Austral. Provided

---



- 2 -

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | that if Austral is a
  foreign issuer as that term is defined by Regulation S of the U.S.
  Securities Act at the time of sale, a new certificate bearing no restrictive
  legend, delivery of which will constitute Good Delivery may be obtained
  form the transfer agent, upon delivery of this certificate and a duly
  executed declaration, in form satisfactory to Austral and its transfer agent,
  to the effect that the sale of the securities represented hereby is being
  made in compliance with Rule 904 of Regulation S under the U.S. Securities
  Act.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | If the Issuer is a foreign issuer within the
  meaning of Regulation S under the U.S. Securities Act at the time of sale, a
  new certificate, which will constitute good delivery, will be made
  available to the Investor upon provision by the Investor to the transfer
  agent of a declaration (in the form attached as Appendix A) that the sale of the securities
  represented thereby is being made in compliance with Rule 904 of Regulation S
  under the U.S. Securities Act.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) it consents to the
  Issuer making a notation on its records or giving instruction to the
  registrar and transfer agent of the Issuer in order to implement the
  restrictions on transfer set forth and described herein;                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (g) if an individual, it is
  a resident of the state or other jurisdiction listed in its address on the
  signature page of the Subscription Agreement, or if the Investor is not an
  individual, the office of the Investor at which the Investor received and
  accepted the offer to purchase the Issuers Shares is the address listed on
  the signature page of the Subscription Agreement.                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (h) it has such knowledge
  and experience in financial and business matters as to be capable of evaluating
  the merits and risks of an investment in the Shares and it is able to bear
  the economic risk of loss of its entire investment;                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i) the Issuer has provided
  to it the opportunity to ask questions and receive answers concerning the
  terms and conditions of the offering and it has had access to such
  information concerning the Issuer as it has considered necessary or
  appropriate in connection with its investment decision to acquire the Shares;                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (j) it is acquiring the
  Shares for its own account, for investment purposes only and not with a view
  to any resale, distribution or other disposition of the Shares in violation
  of the United States securities laws;                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (k) if it decides to offer,
  sell or otherwise transfer any of the Shares, it will not offer, sell or
  otherwise transfer any of such Shares directly or indirectly, unless                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the sale is to the Issuer;                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the sale is made outside the
  United States in a transaction meeting the requirements of Rule 904 of
  Regulation S under the U.S. Securities Act and in compliance with applicable
  local laws and regulations;                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the sale is made pursuant to
  the exemption from the registration requirements under the U.S. Securities
  Act provided by Rule 144 thereunder and in accordance with any applicable
  state securities or Blue Sky laws; or                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the Shares are sold in a
  transaction that does not require registration under the U.S. Securities Act
  or any applicable state laws and regulations governing the offer and sale of
  securities, and, in the case of clauses (ii) or (iv) above, it has prior to
  such sale furnished to the Issuer an opinion of counsel or other evidence of
  exemption in form and substance reasonably satisfactory to the Issuer;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (l) It is an accredited
  investor as defined in Regulation D by virtue of satisfying one or more of the categories
  indicated below (please place your initials on the appropriate line(s)):                                                                                                                                                                                                                                                                                                

---



- 3 -

|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-------- | ------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|________ | Category 1.  |  | A bank, as defined in
  Section 3(a)(2) of the U.S. Securities Act, whether acting in its individual
  or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                                                                           
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 2.  |  | A savings and loan
  association or other institution as defined in Section 3(a)(5)(A) of the U.S.
  Securities Act, whether acting in its individual or fiduciary capacity; or                                                                                                                                                                                                                                                                                                                                            
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 3.  |  | A broker or dealer
  registered pursuant to Section 15 of the Securities Exchange Act of 1934; or                                                                                                                                                                                                                                                                                                                                                                                                                          
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 4.  |  | An insurance company as
  defined in Section 2(13) of the U.S. Securities Act; or                                                                                                                                                                                                                                                                                                                                                                                                                                          
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 5.  |  | An investment company
  registered under the Investment Issuer Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                                                             
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 6.  |  | A business development
  company as defined in Section 2(a)(48) of the Investment Issuer Act of 1940;
  or                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 7.  |  | A small business investment
  company licensed by the U.S. Small Business Administration under Section
  301(c) or (d) of the Small Business Investment Act of 1958;
  or                                                                                                                                                                                                                                                                                                                                                  
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 8.  |  | A plan established and
  maintained by a state, its political subdivision or any agency or
  instrumentality of a state or its political subdivisions, for the benefit of
  its employees, with assets in excess of US$5,000,000; or                                                                                                                                                                                                                                                                                       
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 9.  |  | An employee benefit plan
  within the meaning of the Employee Retirement Income Security Act of 1974
  in which the investment decision is made by a plan fiduciary, as defined in
  Section 3(21) of such Act, which is either a bank, savings and loan
  association, insurance company or registered investment advisor, or an
  employee benefit plan with total assets in excess of US$5,000,000 or, if a
  self-directed plan, the investment decisions are made solely by persons who
  are accredited investors; or
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 10. |  | A private business
  development company as defined in Section 202(a)(22) of the Investment
  Advisors Act of 1940; or                                                                                                                                                                                                                                                                                                                                                                                                     
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 11. |  | An organization described in
  Section 501(c)(3) of the Internal Revenue Code, a corporation, a
  Massachusetts or similar business trust, or a partnership, not formed for the
  specific purpose of acquiring the Shares, with total assets in excess of
  US$5,000,000; or                                                                                                                                                                                                                                              
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 12. |  | A director, executive
  officer or general partner of the Issuer; or                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 13. |  | A natural person whose
  individual net worth, or joint net worth with that persons spouse, at the
  time of this purchase exceeds US$1,000,000; or                                                                                                                                                                                                                                                                                                                                                                       
|         |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|________ | Category 14. |  | A natural person who had an
  individual income in excess of US$200,000 in each year of the two most recent
  years or joint income with that persons spouse in excess of US$300,000 in
  each of those years and has a reasonable expectation of reaching the same
  income level in the current year; or                                                                                                                                                                                                                

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- 4 -

|         |              |  |                                                                                                                                                                                                                                     
|-------- | ------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|________ | Category 15. |  | A trust, with total assets
  in excess of US$5,000,000, not formed for the specific purpose of acquiring
  the securities offered, whose purchase is directed by a sophisticated person
  as described in SEC Rule 506(b)(2)(ii); or
|         |              |  |                                                                                                                                                                                                                                     
|________ | Category 16. |  | An entity in which each of
  the equity owners meets the requirements of one of the above categories.                                                                                                                               

ONLY
UNITED STATES INVESTORS NEED TO COMPLETE AND SIGN

| |                                          | 
| | ---------------------------------------- | 
| |                                          | 
| | Date                                     | 
| |                                          | 
| |                                          | 
| | Duly authorized signatory
  for Investor | 
| |                                          | 
| |                                          | 
| | (Print name of Investor)                 | 

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Appendix
A to

Schedule
C

CERTIFICATE OF U.S. PURCHASER

Form
of Declaration for Removal of Legend

TO: Registrar and transfer agent for the Shares of Austral Pacific Energy Ltd.
(Austral).

The undersigned (A) acknowledges that the sale of the
securities of Austral to which this declaration relates is being made in reliance
on Rule 904 of Regulation S under the United States Securities Act of 1933, as
amended (the U.S. Securities Act), and (B) certifies that (1) the undersigned
is not an affiliate of Austral (as that term is defined in Rule 405 under the
U.S. Securities Act); (2) the offer of such securities was not made to a person
in the United States and either (a) at the time the buy order was originated,
the buyer was outside the United States, or the seller and any person acting on
its behalf reasonably believed that the buyer was outside the United States, or
(b) the transaction was executed on or through the facilities of the TSX and
neither the seller nor any person acting on its behalf knows that the
transaction has been prearranged with a buyer in the United States; (3) neither
the seller nor any affiliate of the seller nor any person acting on their
behalf has engaged or will engage in any directed selling efforts in the United
States in connection with the offer and sale of such securities; (4) the sale is
bona fide and not for the purpose of washing off the resale restrictions
imposed because the securities are restricted securities (as that term is
defined in Rule 144(a)(3) under the U. S. Securities Act); (5) the seller does
not intend to replace such securities with fungible unrestricted securities;
and (6) the contemplated sale is not a transaction, or part of a series of
transactions, which, although in technical compliance with Regulation S, is
part of a plan or scheme to evade the registration provisions of the U.S.
Securities Act. Terms used herein have the meanings given to them by
Regulation S under the U.S. Securities Act.

Dated _______________ 200_.

| |                                                          |                                                         
| | -------------------------------------------------------- | --------------------------------------------------------
| | X                                                        |                                                         
| |                                                          | Signature of individual (if Purchaser isan
individual)  
| |                                                          |                                                         
| | X                                                        |                                                         
| |                                                          | Authorized signatory (if Purchaser is not an
individual)
| |                                                          |                                                         
| |                                                         
| | Name of Purchaser (please print)                        
| |                                                          |                                                         
| |                                                         
| | Name of authorized signatory (please print)             
| |                                                          |                                                         
| |                                                         
| | Official capacity of authorized signatory (please
print)

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