EXHIBIT 4.6

SUBSCRIPTION AGREEMENT (INDO-PACIFIC ENERGY (NZ) LIMITED)

SUBSCRIPTION AGREEMENT

DATE: 18 June 2003

PARTIES:

| | THE SUBSCRIBERbeing the person
        whose name and details are set out in Schedule One to this Agreement (and
        if more than one person then those persons jointly and severally)
      INDO-PACIFIC ENERGY (NZ) LIMITED,a company incorporated
        under the laws of New Zealand (the Company)
      INDO-PACIFIC ENERGY LIMITED,a company incorporated
        under the laws of the Yukon Territory, Canada (the Parent)
        whose common shares are listed for trading on the Over the Counter Bulletin
        Board.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

OPERATIVE PROVISIONS:

|1.   | Interpretation                                                                   
|---- | ---------------------------------------------------------------------------------
|     |                                                                                  
|1.1. | In this Agreement the following words shall have
      the meaning set out below:
|     |                                                                                  
|     | (a)                                                                              
|     |                                                                                  
|     | (b)                                                                              
|     |                                                                                  
|     | (c)                                                                              
|     |                                                                                  
|     | (d)                                                                              
|     |                                                                                  
|     | (e)                                                                              
|     |                                                                                  
|     | (f)                                                                              
|     |                                                                                  
|     | (g)                                                                              
|     |                                                                                  
|     | (h)                                                                              
|     |                                                                                  
|     | (i)                                                                              
|     |                                                                                  
|     | (j)                                                                              
|     |                                                                                  
|     | (k)                                                                              
|     |                                                                                  
|     | (l)                                                                              

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|     | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Working Day means a day when registered
        banks are customarily open for business in Wellington and in Auckland,
        New Zealand.                                                                                                                
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|1.2. | In the interpretation of this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Terms defined in the Companies Act 1993 shall have
        the same meaning in this Agreement;                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | References to the singular shall include the plural
        and reference to the masculine shall include the neuter and feminine genders
        and vice versa;                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | References to the parties include (insofar as is
        consistent with the provisions hereof) their respective successors and
        permitted assigns;                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | A reference to any legislation includes a modification
        and re-enactment of legislation enacted in substitution for, and a regulation,
        order-in-council and other instrument from time to time issued or made
        under, that legislation;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | A reference to a clause is to a clause in this Agreement;                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Headings to clauses are included for the purpose
        of ease of reference only and shall not have any effect on construction
        and interpretation;                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | A reference to including shall not be
        interpreted as excluding any other matter or thing;                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|     | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | All monetary amounts are in New Zealand Dollars
        except as expressly noted.                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                              
|2.   | Agreement to Subscribe                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.1. | The Subscriber agrees to
        subscribe for the number of SC Shares set out in Schedule One for the
        Issue Price of $1.00 per SC Share which amount is payable in full on execution
        of this Agreement by the Subscriber by payment in cleared funds to the
        order of McDouall Stuart Securities Client Funds Account.                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.2. | The Company agrees to issue
        the number of SC Shares set out in Schedule One to the Subscriber within
        7 days after execution of this Agreement by the Company.                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.3. | The execution of this Agreement
        by the Subscriber constitutes an offer to subscribe for the number of
        SC Shares set out in Schedule One on the terms of this Agreement and is
        not binding on the Company or the Parent unless and until it has been
        executed by them. The offer shall be deemed rejected if it is not accepted
        by the Company and the Parent by 31 May 2003, which acceptance need not
        be notified to the Subscriber.                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.   | Undertaking re Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.1. | The Company undertakes that
        if the SC Shares are converted into Ordinary Shares, the Company will,
        immediately after the registration of the Prospectus, offer Options to
        the Subscriber on the basis of one (1) Option for every two Ordinary Shares
        into which the SC Shares are converted (rounded up to the nearest whole
        number in the case of fractions) at no additional cost PROVIDED THAT any
        such offer shall be conditional on the SC Shares being converted into
        Ordinary Shares.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.2. | The Subscriber hereby appoints
        the Company as his attorney for the purpose of subscribing for the Options
        on behalf of the Subscriber and the Company agrees that it will subscribe
        on the Subscribers behalf.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.   | Offer of Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1. | If the IPO Issue Date has
        not occurred by the Relevant Date, then the Parent shall, within seven
        (7) Working Days after the Relevant Date, make the Offer in writing to
        the Subscriber to purchase all of the SC Shares held by the Subscriber
        by the issue to the Subscribers of Common Shares.                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2. | The number of Common Shares
        to be offered to the Subscriber in exchange for the number of SC Shares
        held by the Subscriber shall be the number of Common Shares derived by
        applying the following formula:                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | C = SC ÷ (P);                                                                                                                                                                                                                                                

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| | (b) | With the result rounded:
| | --- | ------------------------
| |     |                         
| |     | (i)                     
| |     |                         
| |     | (ii)                    
| |     |                         
| | (c) | Where:                  
| |     |                         
| |     | (i)                     
| |     |                         
| |     | (ii)                    
| |     |                         
| |     | (iii)                   
| |     |                         
| |     |                         
| |     |                         
| |     |                         
| |     |                         
| |     |                         

|4.3. | The Common Shares shall, on issue, rank equally
      in all respects with the other Common Shares then on issue except that:
|---- | -----------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                              
|     | (a)                                                                                                                          
|     |                                                                                                                              
|     | (b)                                                                                                                          
|     |                                                                                                                              
|     | (c)                                                                                                                          
|     |                                                                                                                              
|4.4. | The Offer shall provide:                                                                                                     
|     |                                                                                                                              
|     | (a)                                                                                                                          
|     |                                                                                                                              
|     | (b)                                                                                                                          
|     |                                                                                                                              
|     | (c)                                                                                                                          
|     |                                                                                                                              
|4.5. | The Offer may contain:                                                                                                       
|     |                                                                                                                              
|     | (a)                                                                                                                          

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|   | (b)                                                                                       | Such other terms and conditions
        as are not inconsistent with the terms set out in this clause 4 and which
        do not reduce the value of the Offer to the Subscriber, except to the
        extent required by any amendment made to any applicable law, regulation
        or binding order or ruling relating to the offer and issue of securities
        or the enactment or issue of any such law, regulation or binding order
        or ruling, in either case made or issued after the date of acceptance
        of this Agreement by the Company and the Parent.
|-- | ----------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Representations and Warranties of the Subscriber                                         
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Subscriber warrants and represents to the
      Company and to the Parent as follows:
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (a)                                                                                       | The details provided in
        Schedule One concerning the Subscriber are true, accurate and complete;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (b)                                                                                       | The Subscribers principal
        business is the investment of money, or in the course of and for the purposes
        of his business, the Subscriber habitually invests money;                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (c)                                                                                       | The Subscriber is aware
        that the offer of the SC Shares which are the subject of this Agreement
        and the Underlying Securities is being made pursuant to applicable exemptions
        from the prospectus or equivalent requirements of all legislation of any
        kind whatsoever (the Securities Rules) of all jurisdictions
        applicable to the offer of securities and the Subscriber is knowledgeable
        of, or has been independently advised as to, the applicable Securities
        Rules;                                                  
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (d)                                                                                       | The Subscriber is not subscribing
        for the SC Shares or the Underlying Securities with a view to offering
        them to the public anywhere in the world;                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (e)                                                                                       | The Subscriber will not
        resell or otherwise dispose of any of the SC Shares or the Underlying
        Securities in a manner which would cause the Company or the Parent to
        be in breach of the laws, rules or regulations of any applicable jurisdiction;                                                                                                                                                                                                                                                                                                            
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (f)                                                                                       | The Subscriber has, in entering
        into this Agreement, relied solely on his own judgment and investigations
        and not in reliance on any representations, warranties, statements or
        otherwise made by the Company or the Parent, or any of their respective
        directors, officers, employees, professional advisers consultants and
        agents to the Subscriber or to any other person; and all such representations
        and warranties whether expressed or implied are hereby expressly excluded;                                                
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (g)                                                                                       | If the Subscriber is not a natural person entering
      into this Agreement on his own behalf, the Subscriber:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (h)                                                                                       | The entry into, and performance
        by the Subscriber of his obligations hereunder does not require any consent,
        approval of, or filing with, any governmental or regulatory agency or
        authority in any jurisdiction;                                                                                                                                                                                                                                                                                                                                             

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| | United States Securities Laws
| | -----------------------------
| |                              
| | (i)                          
| |                              
| | (j)                          
| |                              
| |                              
| |                              
| |                              
| |                              
| |                              
| |                              
| | (k)                          
| |                              
| | (l)                          
| |                              
| | Canadian Securities Laws     
| |                              
| | (m)                          
| |                              
| | Natural Persons              
| |                              
| | (n)                          
| |                              
| |                              

1 The Rule defines the term (i) financial assets
  as cash or securities, (ii) related liabilities as liabilities incurred
  or assumed for the purpose of financing the acquisition or ownership of financial
  assets or liabilities that are secured by financial assets, (iii) spouse
  as, in relation to an individual, another individual to whom that individual
  is married and is not living separate and apart within the meaning of the Divorce
  Act (Canada) or is living and cohabiting within a marriage-like relationship,
  including a marriage-like relationship between persons of the same gender. Terms
  used herein which are defined in National Instrument 14-101 (the National
  Instrument) as adopted by the Commissions have the meaning given to them
  in the National Instrument and terms used herein which are defined in the Acts
  have the meaning given to them in the Acts. Reference should be made to the
  Instrument itself for the complete text of the Instrument, including other definitions,
  and to the Companion Policy to the Instrument for matters of interpretation
  and application.

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|     |                                                                                                                                                                                                                              |                                                                                                                  | cnd$1,000,000; and                                                                                                                                                                                                                                                                                                                                   
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                              | (ii)                                                                                                             | Whose net income before taxes exceeded
        cnd$200,000 in each of the two most recent years or whose net income before
        taxes combined with that of a spouse exceeded cnd$300,000 in each of those
        years and who, in either case, has a reasonable expectation of exceeding
        the same net income level in the current year;
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | Other Persons                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (o)                                                                                                                                                                                                                          | If the Subscriber is not a natural person, it
      is:                                                         
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                              | (i)                                                                                                              | A company or other body corporate, limited
        partnership, limited liability partnership, trust or estate, other than
        a mutual fund or non-redeemable investment fund, that had net assets of
        at least cnd$5,000,000 as shown in its most recently prepared financial
        statements; or                                    
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                              | (ii)                                                                                                             | A person or company in respect of which
        all of the owners of interests, direct or indirect, legal or beneficial,
        are persons or companies that are accredited investors;                                                                                                                                                             
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | Mutual Funds and Investment Funds                                                                                                                                                                                           
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (p)                                                                                                                                                                                                                          | If the Subscriber is a mutual fund or non-redeemable
      investment fund, it is:                              
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                              | (i)                                                                                                              | A mutual fund or non-redeemable investment
        fund that, in the local jurisdiction, distributes its securities only
        to persons or companies that are accredited investors; or                                                                                                                                                           
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                              | (ii)                                                                                                             | A mutual fund or non-redeemable investment
        fund that, in the local jurisdiction, distributes its securities under
        a prospectus that has been registered in accordance with the laws of that
        jurisdiction.                                                                                                                    
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|6.   | Representations and warranties of the Company
      and the Parent                                                                                                                                                          
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|6.1. | The Company warrants and represent to the Subscriber
      as follows:                                                                                                                                                      
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                          | The Company has full power and authority to enter
      into, and perform its obligations under this Agreement, 
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                          | The Company has taken all necessary corporate
      and other action to enable it to do so; and                 
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                          | The Companys obligations hereunder are
      valid and binding on it.                                          
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|6.2. | The Parent warrants and represent to the Subscriber
      as follows:                                                                                                                                                       
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                          | The Parent has full power
        and authority to enter into, and perform its obligations under this Agreement,
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                          | The Parent has taken all necessary corporate
      and other action to enable it to do so; and                  
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                          | The Parents obligations hereunder are valid
      and binding on it.                                           
|     |                                                                                                                                                                                                                              |                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                      
|6.3. | Except as expressly set
        forth in this clause, any and all representations and warranties, whether
        expressed or implied, by or on behalf of the Company and the Parent are
        hereby expressly excluded.

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|7.   | No Waiver                                                                                                                                                                                                                                                                                                                                                                      
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                
|7.1. | No failure or delay on the
        part of a party in exercising any power or right under this Agreement
        shall operate as a waiver nor shall any single or partial exercise of
        such right or power preclude any other or future exercise of the same
        or any other right.                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                
|8.   | Assignment                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | This Agreement and the rights and obligations
      under this Agreement are personal to the parties and such rights shall not
      be assignable except with the prior written consent of the other which may
      be withheld without giving any reason.                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                
|9.   | Notices                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                
|9.1. | All notices or other communications
        required or permitted to be given under this Agreement shall be given
        at the recipients address set down in this Agreement or the Offer,
        as the case may be (or such other address as that party may have specified
        in writing to the others) and shall be deemed to have been duly given
        or made:
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | (d)                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                
|     | PROVIDED THAT if a communication is given
      by hand or by facsimile after 5PM on a Working Day or on a day which is
      not a Working Day it shall be deemed to have been received at 9AM on the
      next following Working Day.                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                
|10.  | Amendments
      This Agreement may not be altered except by written agreement of the
        parties.                                                                                                                                                                                                                                                                         

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Governing Law

| | This Agreement shall be governed by, and construed
      in accordance with, the laws of New Zealand.
| | -----------------------------------------------------------------------------------------------------

Executed as agreement:

|INDO-PACIFIC ENERGY (NZ) LIMITED
      By:       Director | Address for Communications:
      Indo-Pacific Energy (NZ) Limited
      Indo-Pacific House
      284 Karori Road
      PO Box 17258
      Wellington, New Zealand
      Attention: The Company Secretary
      Facsimile Number: + 64 4 476-0120
|--------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|INDO-PACIFIC ENERGY LIMITED
      By:        Director     | Address for Communications:
      Indo-Pacific Energy Limited
      Indo-Pacific House
      284 Karori Road
      PO Box 17258
      Wellington, New Zealand
      Attention: The Company Secretary
      Facsimile Number: + 64 4 476-0120     
|INDIVIDUAL SUBSCRIBERS: 
      Signature
      Signature  | OTHER SUBSCRIBERS: 
      Print full name of Subscriber
      By:        Authorised
      Person                                                                                                                                                 

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SCHEDULE ONEDetails of Subscriber and Number of Shares

|(Please complete in block letters) |                              
|---------------------------------- | -----------------------------
|                                   |                              
|Full Name of each Subscriber:      |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|Address for Communications:        |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|                                   |                              
|Facsimile Number:                  |                              
|                                   |                              
|                                   | + (              )(         )
|                                   |                              
|E-mail Address                     |                              
|                                   |                              
|                                   |                              
|                                   |                              

I/We wish to subscribe for ______________ non-voting convertible
  preferred redeemable shares in the capital of Indo-Pacific Energy (NZ) Limited
  to be known as Special Class Shares to be issued on, and subject
  to, the terms of issue attached hereto as Schedule Two.

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SCHEDULE TWO

INDO-PACIFIC ENERGY (NZ) LIMITED
  TERMS OF ISSUEOf

SPECIAL CLASS SHARES

The following are the Terms of Issue of the non-voting convertible
  preferred redeemable shares in the capital of Indo-Pacific Energy (NZ) Limited
  to be known as Special Class Shares (the SC Shares):

|1.   | Interpretation                                                                           
|---- | -----------------------------------------------------------------------------------------
|     |                                                                                          
|1.1. | In these terms of issue the following words
        shall have the meaning set out below:
|     |                                                                                          
|     | (a)                                                                                      
|     |                                                                                          
|     | (b)                                                                                      
|     |                                                                                          
|     | (c)                                                                                      
|     |                                                                                          
|     | (d)                                                                                      
|     |                                                                                          
|     | (e)                                                                                      
|     |                                                                                          
|     | (f)                                                                                      
|     |                                                                                          
|     | (g)                                                                                      
|     |                                                                                          
|     | (h)                                                                                      
|     |                                                                                          
|     | (i)                                                                                      
|     |                                                                                          
|     | (j)                                                                                      
|     |                                                                                          
|     | (k)                                                                                      
|     |                                                                                          
|     | (l)                                                                                      
|     |                                                                                          
|1.2. | In the interpretation of these Terms of Issue:                                           
|     |                                                                                          
|     | (a)                                                                                      
|     |                                                                                          
|     | (b)                                                                                      
|     |                                                                                          
|     | (c)                                                                                      
|     |                                                                                          
|     | (d)                                                                                      
|     |                                                                                          
|     | (e)                                                                                      

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | shall not have any effect on construction and interpretation; and                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | A reference to including shall not be interpreted as excluding
        any other matter or thing.                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.   | Issue Price
      The issue price for the SC Shares shall be the sum of
        $1.00 per SC Share payable in full in same day funds on execution by a
        subscriber of a subscription agreement.                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.   | Voting Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1. | An SC Share shall not confer
        on the holder any right to vote whether on a poll or by show of hands
        at a meeting of the Company or otherwise.                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2. | Every holder of an SC Share
        shall be entitled to receive notice of, to attend and to speak at, general
        meetings of the Company.                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.   | Transfers
      An SC Share shall not be transferable until the Relevant
        Date and thereafter an SC Share shall be transferable subject only to
        any limitations in the constitution of the Company applicable to all Ordinary
        Shares.                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.   | Distributions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.1. | An SC Share shall not confer on the holder
        the right to receive any dividends or other distributions except:                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For a right to share in a distribution of surplus assets
        on the liquidation of the Company to the extent provided in clause 5.2;
        and                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | If the IPO Issue Date occurs after the Relevant Date
        or if the IPO does not occur at all, for a right receive the Dividend
        to the extent provided in clauses 5.3 to 5.7.                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2. | On a liquidation of the
        Company, the holder of each SC Shares shall have the right to receive,
        before any amounts are paid to the holders of any other shares in the
        capital of the Company, an amount equal to the Liquidation Amount or,
        if the surplus is insufficient to repay the whole of the Liquidation Amount
        on all of the SC Shares, then the entire surplus shall be divided equally
        among the holders of the SC Shares in proportion to their holdings of
        SC Shares.                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.3. | If the IPO Issue Date has
        not occurred by the Relevant Date then the Holder of each SC Share on
        the Record Date shall be entitled to receive a Dividend in respect of
        each Year beginning with the Year ending 31 December 2003 of an amount
        equal to the Distribution Amount for that Year divided by the number of
        SC Shares on issue at the Record Date for that Year PROVIDED THAT
        the cumulative amount of all Dividends payable in respect of any SC Share
        shall not exceed the sum of $1.00.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.4. | The Distribution Amount in
        respect of any Year shall be an amount equal to 20% of the Companys
        consolidated net production income as shown in the audited annual financial
        statements of the Company for that Year PROVIDED THAT:                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For the Year ending 31 December 2003,
        the Distribution Amount shall be the amount derived by multiplying 20%
        of the Companys consolidated net production income as shown in the
        audited annual financial statements of the Company for that Year by the
        fraction derived by dividing the number of days in the period from the
        date that the SC Shares were issued until 31 December 2003 by three hundred
        and sixty-five (365); and

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|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Nothing in these terms of issue shall require the Company to hold or to
      acquire any particular right or asset or to deal, or not to deal with, any
      of its rights or assets in any way.                                                                                                                                                                                                                                                                                                                               
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.5. | The Dividend in respect of any Year shall
        be payable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | On such date as the Board determines which shall
        be no later than 30 days after the date that the annual financial statements
        of the Company for that Year are approved by the Board PROVIDED THAT if
        the Relevant Date occurs after the date that the annual financial statements
        for the Company for the year ending 31 December 2003 have been approved
        then the Dividend for that Year shall be payable no later than 60 days
        after the Relevant Date; and                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To the holders of SC Shares of record on the Record
        Date which shall be such date as the Board determines and which shall
        be no earlier than 7 days before the date that the Dividend is payable,
        and shall be paid in full before any dividend or other distribution is
        paid or declared in respect of any other share in the capital of the Company
        in respect of that Year except in respect of a share issued pursuant to
        clause 7.1.                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.6. | The Dividend payable on
        the SC Shares shall be due without any further authorisation by the Board
        but shall only be payable in respect of any Year to the extent that immediately
        before the Dividend (or part thereof) is paid, the Board continues to
        be satisfied on reasonable grounds that the Company will, immediately
        after the payment, satisfy the solvency test.                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5.7. | Any amount of a Dividend which is not payable
        in respect of any Year pursuant to clause 5.6 shall not constitute a debt
        due and instead shall be added to the amount of the Dividend to be payable
        in respect of the next Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.   | Redemption                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.1. | If the IPO Issue Date has
        not occurred by the Relevant Date, then the SC Shares shall be redeemed
        by the Company on the date and for the consideration specified in this
        clause.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.2. | After the cumulative amount
        of the Dividends paid in respect of all SC Shares equals $1.00 per SC
        Share, the Holder of each SC Share shall be entitled to receive a Redemption
        Payment in respect of each Year of an amount equal to the Distribution
        Amount for that Year (reduced by the amount paid or payable by way of
        Dividends in that Year) divided by the number of SC Shares on issue at
        the Record Date for that Year PROVIDED THAT the cumulative amount
        of all Redemption Payments payable in respect of any SC Share shall not
        exceed the Redemption Amount and so that the sum of the Dividends and
        the Redemption Amount payable in respect of any SC Share shall not exceed
        $2.00.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6.3. | The Redemption Payment in respect of any Year
        shall be payable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | On such date as the Board determines which shall
        be no later than 30 days after the date that the annual financial statements
        of the Company for that Year are approved by the Board PROVIDED THAT
        if the Relevant Date occurs after the date that the annual financial statements
        for the Company for the year ending 31 December 2003 have been approved
        then the Redemption Payment for that Year (if any) shall be payable no
        later than 60 days after the Relevant Date; and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | To the holders of SC Shares of record on the Record
        Date which shall be such date as the Board determines and which shall
        be no earlier than 7 days before the date that the Redemption Payment
        is payable, and shall be paid in full before any dividend or other distribution
        is paid in respect of that Year                                                                                                                                                                                  

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|     | or declared in respect of
        any other share in the capital of the Company in respect of that Year
        except in respect of a share issued pursuant to clause 7.1.                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.4. | The Redemption Payment payable
        on the SC Shares shall be due without any further authorisation by the
        Board but shall only be payable in respect of any Year to the extent that
        immediately before the Redemption Payment (or part thereof) is paid, the
        Board continues to be satisfied on reasonable grounds that the Company
        will, immediately after the payment, satisfy the solvency test.                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.5. | Any amount of a Redemption
        Payment which is not payable in respect of any Year pursuant to clause
        6.4 shall not constitute a debt due and instead shall be added to the
        amount of the Redemption Payment to be payable in respect of the next
        Year.                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.6. | Each SC Share shall be redeemed
        on the date that the last Redemption Payment in respect of the SC Share
        has been paid in full it being the intention that Redemption Payments
        shall be treated as payments to be made on account of the Redemption Amount
        so that the holders of the SC Shares will not rank as unsecured creditors
        of the Company in respect of any part of the Redemption Amount except
        to the extent that a Redemption Payment has become payable.                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.7. | Upon redemption the SC Shares shall be cancelled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.   | Issue of Further Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.1. | Following the initial issue
        of the SC Shares, the Board may not issue any shares in the capital of
        the Company (other than Ordinary Shares) that rank, or would rank, as
        to distribution rights, equal with or prior to the SC Shares without first
        obtaining the consent in writing of the holders of not less than 75% in
        number of the SC Shares then on issue in which case, subject to the terms
        of such consent, such shares need not be offered to the holders of the
        SC Shares.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7.2. | The Board may issue Ordinary
        Shares and Shares that rank, or would rank as to voting rights equally
        with, or prior to, the SC Shares without the need to offer such Shares
        to the holders of the SC Shares.                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.   | Conversion to Ordinary Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8.1. | If the IPO Issue Date occurs
        on or before the Relevant Date, then on the IPO Issue Date the SC Shares
        held by each holder of record on the IPO Issue Date shall convert into
        the number of Ordinary Shares derived by applying the following formula:                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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|8.2. | The Ordinary Shares into
        which the SC Shares are converted shall rank equally in all respects with
        all other Ordinary Shares then on issue except that the Ordinary Shares
        shall not be transferable until the earlier of the date which is
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                    
|     | and thereafter those Ordinary
        Shares shall be transferable subject only to any limitations in the constitution
        of the Company applicable to all Ordinary Shares.                                                                                   

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