|BLIGH NEW ZEALAND LIMITED
      HORIZON OIL INTERNATIONAL LIMITED Vendors
      INDO-PACIFIC ENERGY (NZ) LIMITED Purchaser
      NGATORO ENERGY LIMITED Guarantor
      
      AGREEMENT FOR SALE AND PURCHASE OFDATA AND SHARES IN BLIGH OIL & 
        MINERALS (N.Z.) LIMITED
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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CONTENTS

|1               | INTERPRETATION              | 1 
|--------------- | --------------------------- | --
|2               | SALE AND PURCHASE OF SHARES | 3 
|3               | PURCHASE PRICE              | 3 
|4               | PAYMENT OF PURCHASE PRICE   | 4 
|5               | PRE-COMPLETION OBLIGATIONS  | 5 
|6               | COMPLETION                  | 6 
|7               | VENDOR WARRANTIES           | 7 
|8               | DEFAULT, CANCELLATION       | 9 
|9               | NOTICES                     | 10
|10              | ACCESS TO DATA              | 11
|11              | MISCELLANEOUS PROVISIONS    | 11
|12              | GUARANTEE                   | 12
|FIRST SCHEDULE  | 17                         
|SECOND SCHEDULE | 18                         
|THIRD SCHEDULE  | 23                         

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AGREEMENT dated 	2003

PARTIES

| | BLIGH NEW ZEALAND LIMITED and HORIZON OIL INTERNATIONAL LIMITED
        
        (" Vendors")
      INDO-PACIFIC ENERGY (NZ) LIMITED ("Purchaser")
      NGATORO ENERGY LIMITED( Guarantor )
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

INTRODUCTION

This agreement records the arrangements between the parties
  relating to the sale to the Purchaser by the Vendors of all the issued shares
  in Bligh Oil & Minerals (N.Z.) Limited.

AGREEMENT

|1.  | INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1 | Definitions: In this agreement, unless
        the context otherwise requires:
      "Acquisition Agreements" means those of the following
        agreements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | in each case between Horizon
        and Purchaser and dated on or around the date of this agreement, which
        go to completion in accordance with their terms.
      **"Authority"** includes every minister,
        department of state, government authority, regional council, territorial
        authority or other statutory or regulatory authority having jurisdiction
        or authority to perform or exercise functions or powers.
      **"Business"** means the Company's business
        as at the date of this agreement.
      **"Business Day"**means a day (other than
        a Saturday, Sunday or public holiday) on which registered banks are open
        for business in Wellington.
      **"Business Records"** means all records
        of, and information relating to, the Business including (but without limitation)
        records and information of, or in connection with, transactions, manufacture
        and supply of goods or provision of services, stock ledgers, customer
        and supplier lists, accounts, quotations, asset registers, staff and wages
        records, systems management documentation, correspondence and statutory
        records which the Company is required to maintain, together with all media
        containing any such records or information.
      **"Company"** means Bligh Oil & Minerals
        (N.Z.) Limited, which is incorporated in New Zealand.

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| | **"Completion"**
        means completion of the sale and purchase of the Shares in accordance
        with section 6 or, as the context may require, the point in time at which
        such completion takes place.
      **"Completion Date"** means 30 days from
        the date hereof.
      "Data" means the information and data
        described in the Third Schedule to the extent it is in the possession
        of the Company as at the date of this agreement.
      "Effective Date" means 30 June 2003.
      **"Dispute Procedure"** means a procedure:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Horizon**"**
        means Horizon Oil International Limited.
      **"Intellectual Property Rights"**means
        all rights (including ownership rights, rights or licences to use, rights
        arising through use, and rights which are the subject of applications
        to register) in or to any trade name, design, patent, copyright, know-how,
        process, method, invention, database, circuit layout or other form of
        intellectual property (whether or not registered), and all rights or forms
        of protection of a similar nature or having equivalent or similar effect
        to any of these in any part of the world.
      **"Interim Accounts Date"**means 31 December
        2002.
      **"Last Financial Statements"**the financial
        statements in respect of the Company, for the 6 month period ended on
        the Interim Accounts Date.
      "Mortgage" means the charge over the
        interest of the Guarantor in future revenue from Petroleum produced from
        the Goldie field forming part of Petroleum Mining Permit 38148 referred
        to in Clause 4.4.
      **"NZ GAAP"**means generally accepted
        accounting practice as defined in the Financial Reporting Act 1993.
      **"Purchase Price"**means the purchase
        price payable by the Purchaser for the Shares in accordance with section
        3.
      **"Related Company"**has the same meaning
        as in section 2(3) of the Companies Act 1993.
      **"Shares"**means 8,502,000 fully paid
        ordinary shares in the Company, being the entire issued capital of the
        Company.

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|    | **"Taxation"**means
        all forms of taxation and all other statutory, governmental or local governmental
        impositions, duties, levies, tariffs and rates, whether imposed or payable
        in New Zealand or elsewhere, and includes any reassessment thereof, and
        all penalties, fines, interest, costs and expenses in connection with
        any of the foregoing. "Transaction" means the transaction recorded
        in this agreement.
      "Vendors" means Horizon Oil International
        Limited and Bligh New Zealand Limited.
      **"Warranties"** means the warranties and
        undertakings set out in the second schedule.
      "Year" means a calendar year.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.2 | Interpretation: In this agreement, unless
      the context otherwise requires:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|1.3 | Further interpretation: In this agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.  | SALE AND PURCHASE OF SHARES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.1 | Agreement to sell Shares:
        The Vendors shall sell that number of Shares set opposite their respective
        names in column 2 of the first schedule and the Purchaser shall purchase
        the Shares together with all rights attaching thereto at the date of this
        agreement.                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.  | PURCHASE PRICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.1 | Purchase Price: The purchase price for
      the Shares is $NZ25,000.00.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|4.  | PAYMENT OF PURCHASE PRICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1 | Payment: The Purchaser shall satisfy the
      Purchase Price:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.2 | Payment to Bank Account:
        The money payable under clause 4.1 shall be paid by means of electronic
        transfer or transfers of immediately available funds to the bank accounts
        of the Vendors nominated in writing by the Vendors not less than 1 Business
        Day prior to the Completion Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.3 | Interest: Should
        the Purchase Price or any part thereof not be paid on the relevant due
        dates then the Purchaser shall pay to the Vendors interest on the outstanding
        part of the Purchase Price at the rate of 1.5% per month compounding at
        monthly rests, such interest being calculated at monthly intervals on
        the outstanding balance of the Purchase Price and all interest which has
        accrued thereon pursuant to this clause over the preceding months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.4 | Security for Purchase
        Price: On the Completion Date the Guarantor shall execute and deliver
        to the Vendors a charge on the terms set out in Annexure A to the PEP38716
        Asset Sale and Purchase Agreement which is one of the Acquisition Agreements,
        over the interest of the Guarantor in future revenue from Petroleum produced
        from the Goldie field forming part of Petroleum Mining Permit 38148 and
        otherwise in a form capable of approval by and registration with the relevant
        authorities under the Petroleum Act 1937 and the Crown Minerals Act 1991.
        The Mortgage shall secure all moneys payable by the Purchaser to the Vendors
        under this Agreement and shall further secure all moneys payable by the
        Purchaser to Horizon under any and all of the Acquisition Agreements.
        The Vendors shall not be obliged to release the Mortgage unless and until
        all such moneys have been paid in full to the Vendors and/or Horizon as
        applicable.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.5 | Transfer back on Default:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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|    | (c)                                                                                                                       | The rights and entitlement of the Vendors under this
        clause 4.5 are without prejudice to and without limitation of any other
        rights and entitlements which the Vendors have either at law or under
        this agreement or under the Mortgage.                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.  | PRE-COMPLETION OBLIGATIONS                                                                                               
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.1 | Positive obligations
        of Vendors: Pending Completion, the Vendors shall procure that:                             
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                       | all money owing to the Company by the Vendors or
        by any member of their families or by any Related Company of a Vendor
        or by any Company or other entity controlled by any such persons is repaid;                                                                                                                                                                                                                            
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                       | all money owed by the Company (including any loans
        and normal trade indebtedness) is repaid;                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (c)                                                                                                                       | the assets of the Company are maintained such that
        its assets are in as good a state of operating condition, order and repair
        as at the date of this agreement, having regard to the age and book value
        of such assets, except for ordinary depreciation and fair wear and tear;                                                                                                                                      
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (d)                                                                                                                       | the Purchaser is promptly notified of any law suits,
        claims, proceedings (other than normal debt collection proceedings), investigations
        or adverse events which may occur, be threatened, brought, asserted or
        commenced against, or involving or affecting, the Company, its directors,
        officers or employees.                                                                                              
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5.2 | Negative obligations
        of Vendors: Pending Completion the Vendors shall procure that the
        Company shall not:
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                       | create or incur any liability or indebtedness whatsoever
        (whether contingent or otherwise) except normal liabilities or indebtedness
        incurred in the ordinary course of trading;                                                                                                                                                                                                                                              
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                       | make any payment except in the normal and ordinary
        course of its business;                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (c)                                                                                                                       | acquire any assets other than current assets acquired
        in the ordinary course of conducting its business; or                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (d)                                                                                                                       | dispose of any of its assets other than current assets
        disposed of in the ordinary course of conducting its business;                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (e)                                                                                                                       | enter into any material capital commitment;                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (f)                                                                                                                       | declare, pay or make any dividend or other distribution;                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (g)                                                                                                                       | pay any fees or other emoluments to any director
        other than normal remuneration and allowances payable to executive directors                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (h)                                                                                                                       | alter, in any material respect, any of the remuneration
        or other conditions of employment or engagement of any director, officer,
        employee or consultant or independent contractor of the Company other
        than changes consistent with the normal business practices employed by
        the Company and ordinary increases in accordance with its established
        review policies as at the date of this agreement;
|    |                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (i)                                                                                                                       | terminate or vary any existing material contract
        or arrangement other than in the ordinary course of conducting its business.                                                                                                                                                                                                                                                                                                         

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|5.3 | Information prior to
        Completion: After this agreement becomes unconditional and in the
        period up to Completion, the Vendors shall provide the Purchaser and its
        authorised representatives with access during the normal operating hours
        of the Company to the business of the Company, including the Business
        Records and all other information reasonably required concerning the business
        and affairs of the Company to familiarise the Purchaser with the Company.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.4 | Return of information:
        If this agreement is terminated, the Purchaser shall promptly return to
        the Vendors all written or recorded information relating to the Company
        which the Purchaser has obtained from the Vendors, and thereafter each
        party:                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.5 | Obligation to notify:
        If, at, or prior to, Completion, any of the Warranties, or any of the
        obligations of the Vendors under this agreement, are or will be breached
        or unfulfilled on Completion, or any event occurs which may entitle the
        Purchaser to exercise its right of cancellation under clauses 8.2 or 8.3,
        the Vendors shall immediately give written notice to the Purchaser of
        that fact and the circumstances giving rise to it.                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.  | COMPLETION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.1 | Time for Completion:
        Completion shall take place not later than 4 pm on the Completion Date
        at the offices of Horizon Oil N.L. in Sydney.                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.2 | Vendors' obligations on Completion: At
      Completion the Vendors shall deliver the following to the Purchaser:                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|    | (g)                                                                                                                                                                                                                                                                                                                 | Evidence of the appointment of such persons as the Purchaser specifies
      as directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (h)                                                                                                                                                                                                                                                                                                                 | Unconditional releases of the Shares from all encumbrances thereover.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                                                 | Such of the Data as is in the possession or control
        of the Company and/or the Vendors on the Completion Date, in such form
        as the Data is stored, it being acknowledged that the Vendors will use
        all reasonable endeavours to provide the Data to the Purchaser at Completion,
        and in respect of any Data that the Vendor is unable to obtain prior to
        Completion, the Vendor shall use all reasonable endeavours to provide
        such Data to the Purchaser as soon as reasonably practicable following
        Completion.
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (j)                                                                                                                                                                                                                                                                                                                 | Evidence satisfactory to the Purchaser, acting reasonably,
        that the Vendors have fulfilled all their obligations under clause 5.1.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.3 | Payment by Purchaser:
        Upon compliance with the provisions of clause 6.2, the Purchaser shall
        contemporaneously therewith, pay the Purchase Price in the manner specified
        in section 4 and deliver to the Vendors the Mortgage duly executed by
        the Guarantor.                      
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.4 | Partial Completion/deferment
        of Completion: If any of the documents required to be delivered pursuant
        to clause 6.2 are not delivered for any reason, the Purchaser is entitled,
        without prejudice to any of its other rights or remedies, but subject
        to clause 6.5, to:          
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                 | effect Completion so far as is practicable having
        regard to the defaults which have occurred and in so doing either to release,
        or without releasing (as the Purchaser may elect), the Vendors from liability
        to comply as soon as possible with their obligations under that clause;
        or                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                 | fix a new date for Completion, which shall thereafter be treated for all
      purposes as the Completion Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.5 | Materiality of default:
        Clause 6.4 does not apply unless the failure in the reasonable opinion
        of the Purchaser materially detracts from the benefit of this agreement
        to the Purchaser or from the value of the Shares.                                                                   
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.6 | Effective Date: Subject
        to Completion in accordance with this clause 6 the Purchaser shall be
        deemed to have acquired the Shares with effect on and from the Effective
        Date and shall be entitled to all rights and benefits accruing to the
        Shares on and from the Effective Date.
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.  | VENDOR WARRANTIES                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1 | Warranties: In consideration of the Purchaser
      entering into this agreement, each of the Vendors:                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                 | gives the Warranties to the Purchaser at the date
        of execution of this agreement by the Purchaser; and                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                 | agrees that each of the Warranties shall be deemed
        to be given again on each day after the date of execution of this agreement
        up to, and on, the date of, Completion.                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.2 | Qualifications: The Warranties are given
      subject to:                                                                                                                                                                                                                                                         

---

|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any exception or qualification fairly disclosed in
        a formal disclosure letter given by or on behalf of each of the Vendors
        to the Purchaser prior to this agreement by the Purchaser, or expressly
        stated in this agreement; and                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any matter or thing done, or omitted to be done,
        in accordance with any provision of this agreement, or at the written
        request, or with the prior written approval, of the Purchaser.                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.3 | Indemnity by Vendors:
        Without limiting any rights or remedies of the Purchaser, each of the
        Vendors indemnifies the Purchaser against:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | all losses, damages, costs and expenses suffered or incurred by the Purchaser;
      and                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | all claims or demands made against the Purchaser;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | arising out of any breach
        or non-fulfilment of any of the Warranties or any of the obligations of
        any of the Vendors under this agreement, and each of the Vendors acknowledges
        that the Purchaser is entitled to set-off against the Purchase Price any
        amount payable to the Purchaser under this clause PROVIDED THAT:                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the Purchaser must give written notice to the Vendors
        of any claim under this clause 7.3 with reasonable details of the relevant
        claim, including, if possible, the Purchaser's estimate of the amount
        of the claim within 12 months of the Completion Date;                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the Purchaser may only bring a claim for indemnity
        pursuant to this clause against the Vendors for an event or circumstance
        or series of events or circumstances if the amount claimed exceeds $10,000;                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the maximum aggregate amount that the Purchaser may
        recover against the Vendors for all and any breaches or non-fulfilment
        of any Warranties and all and any breaches or non-fulfilment of any of
        the obligations of the Vendors under this agreement is the amount of the
        Purchase Price which has been paid to the Vendors as at the date of the
        last of the breaches to occur;                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | subject to subclause (e), where the Purchaser seeks
        to enforce the indemnity in relation to a breach of the Warranties, the
        quantum of any liability the Vendors have to the Purchaser under or in
        relation to this agreement arising out of the breach of any Warranty shall
        be determined solely by reference to the effect on the value of the Shares
        which results from the facts, matters or circumstances on which the claim
        is based not being as warranted.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.4 | Awareness: Where
        a Warranty is expressed to be given as to the awareness, knowledge or
        belief of the giver, or any similar formulation of words, the giver of
        the Warranties confirms that it has made all due and proper enquiries
        before giving the Warranty                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.5 | Indemnity for Unknown
        or Contingent Claims: Without limiting any rights or remedies of the
        Purchaser under the other provisions of this agreement, each of the Vendors
        indemnifies the Purchaser and shall keep it indemnified for the amount
        of any claim for tax or for any other claim that the Company is liable
        to pay, including the costs of defending or settling the claim, thereby
        reducing the assets of the Company. This indemnity shall apply in respect
        of any claim that is made against the Company and is notified to the Vendors
        within two years after the Completion Date, if the claim results or arises
        from:

---

|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any income, profit or gains earned or tax reassessed in respect of a time
      before the Completion Date; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Any event on or before the Completion Date whether or not it is known
      or a contingent liability at the Completion Date, and which would not otherwise
      be a breach of a warranty given by the Vendors under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.  | DEFAULT, CANCELLATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.1 | Purchaser default:
        If the Purchaser defaults in any material respect in the performance of
        any of its obligations under this agreement prior to or on the Completion
        Date, the Vendors may, in the case of a default which is capable of remedy,
        after giving to the Purchaser not less than 10 Business Days' written
        notice of such default requiring the Purchaser to remedy the default and
        the default not having been remedied within that period or, in respect
        of a default not capable of remedy, immediately, exercise all or any of
        the following, without prejudice to any other rights which the Vendors
        may have:                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Cancel this agreement by written notice to the Purchaser,
        in which event any part of the Purchase Price paid by the Purchaser will
        be absolutely forfeited to the Vendors; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Re-sell the Shares, either by public auction or private
        contract, for cash or on credit, and upon such other terms and conditions
        as the Vendors considers appropriate, buy in at any auction and re-sell,
        and any deficiency in price which may result and all expenses of the Vendors
        in arranging a resale or attempted resale shall be made good by the Purchaser
        and will be recoverable by the Vendors as liquidated damages, the Purchaser
        receiving a credit for any payments made on account of the Purchase Price
        but any increase in price on resale after deduction of expenses belonging
        to the Vendors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Sue the Purchaser for specific performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.2 | Vendor default:
        If any of the Vendors defaults in any material respect in the performance
        of any of their obligations under this agreement prior to or on the Completion
        Date, the Purchaser may, in the case of a default which is capable of
        remedy, after giving to the Vendors not less than 10 Business Days' written
        notice of such default requiring the Vendors to remedy the default and
        the default not having been remedied within that period or, in the case
        of a default not capable of remedy, immediately, exercise all or any of
        the following, without prejudice to any other rights which the Purchaser
        may have (including any rights under clause 8.3):
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Cancel this agreement by written notice to the Vendors,
        in which event the Vendors shall immediately repay to the Purchaser any
        money paid on account of the Purchase Price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Sue the Vendors for specific performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8.3 | Additional Purchaser
        cancellation rights: The Purchaser is entitled by written notice to
        the Vendors to cancel this agreement if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | at or prior to Completion it is found or it appears
        that any of the Warranties are or will be breached or unfulfilled in any
        respect which in the reasonable opinion of the Purchaser is material and
        which would have a significant adverse effect on the value of the Company's
        assets; or                                                                                                                                                                                                                                                                                                                                                         

---

|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | prior to Completion any asset of the Company is destroyed
        or damaged to an extent which, in the opinion of the Purchaser, materially
        affects the Company or the carrying on of its Business ; or                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | prior to Completion any other event occurs (not
        being an event to which clause 8.2 applies) which, in the reasonable opinion
        of the Purchaser, affects, or is likely to affect, adversely to a material
        degree the Company or the financial position, business, assets or profitability
        of the Company or the value of the Shares,
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                   
|    | but failure to exercise,
        or election not to exercise, this right does not constitute a waiver or
        denial of any other right of the Purchaser (including any right to damages)
        arising out of any breach or non-fulfilment of any of the Warranties or
        any other obligations of any of the Vendors.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                   
|9.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                   
|9.1 | Form of notice: If
        any party wishes to give to another party any notice, claim, demand or
        other communication ("Notice") under or in connection with this
        agreement, the Notice is to be in writing, made by facsimile, personal
        delivery, post or email to the addressee at the facsimile number or address
        set out below, and marked for the attention of the person or office holder
        (if any), from time to time designated for the purpose by the addressee
        to the other party. The initial facsimile number, address and relevant
        person or office holder of each party is:

| | Vendors:          | Bligh New Zealand Limited/Horizon Oil International
| | ----------------- | ---------------------------------------------------
| |                   | Limited                                            
| | Attention:        | B D Emmett                                         
| | Facsimile number: | +612 9332 5050                                     
| | Email address:    | emmettbd@horizonoil.com.au                         
| |                   |                                                    
| | Purchaser:        | Indo-Pacific Energy (NZ) Limited                   
| | Attention:        | Jenni Lean                                         
| | Facsimile number: | +64 4 476 0120                                     
| | Email address:    | jennil@indopacific.co.nz                           

|9.2 | When notice effective:
        No communication is to be effective until received. A communication will,
        however, be deemed to be received by the addressee:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                     
|    | (a)                                                                                                                                                                 
|    |                                                                                                                                                                     
|    | (b)                                                                                                                                                                 
|    |                                                                                                                                                                     
|    | (c)                                                                                                                                                                 

---

|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | in the case of a communication
        sent by email, on the Business Day on which it was despatched or, if despatched
        after 5.00pm (in the place of receipt) on a Business Day, on the next
        Business Day (in the place of receipt) after the date of despatch provided
        in each case the computer system used to transmit the communication:
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|9.3  | Communication to Vendor
        deemed given to all: A communication given to a Vendor is deemed to
        have been given to each Vendor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|10.  | ACCESS TO DATA                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|10.1 | Access: From, and
        for the period of 24 months after, the Completion Date, the Purchaser
        shall provide the Vendors and their authorised representatives with reasonable
        access, during the normal operating hours of the Company, to the Data.                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|10.2 | Confidentiality:
        The Vendor shall at all times keep confidential, treat as privileged,
        and not directly or indirectly make any disclosure or allow any disclosure
        to be made, of any Data made available under clause 10.1, except to the
        extent:                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | required by law; or                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | that the information is
        or becomes available in the public domain without breach by a party of
        its confidentiality obligations under this clause or at law.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|11.  | MISCELLANEOUS PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|11.1 | Announcements: Except
        as may be required by law no party may make any announcement or disclosure
        as to the subject matter or any of the terms of this agreement except
        in such form and manner, and at such time, as the Vendors and the Purchaser
        agree. If a partyis required to make any announcement or disclosure
        as to the subject matter or any of the terms of this agreement, that party
        shall first give notice of the requirement to the other parties, shall
        consult with the other parties and shall endeavour to agree with the other
        parties on the form of disclosure or announcement to be made.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|11.2 | Assignment by Purchaser:
        The benefit of all obligations and Warranties of the Vendors under or
        pursuant to this agreement are assignable by the Purchaser to any nominee
        of the Purchaser upon the basis that such nominee is entitled to enforce
        them against the Vendors as if named in this agreement as the Purchaser.                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                     
|11.3 | No merger: The obligations
        and Warranties under this agreement, to the extent not already performed
        at Completion, will not merge on Completion, or on the execution and delivery
        of any document pursuant to this agreement, but will remain enforceable
        to the fullest extent, notwithstanding any rule of law to the contrary.                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.4 | No waiver: No waiver
        of any breach, or failure to enforce any provision, of this agreement
        at any time by a party in any way affects, limits or waives the right
        of such party thereafter to enforce and compel strict compliance with
        the provisions of this agreement.                                                                                                                                                                                                                                                                                                                                                                         

---

|11.5  | Release not to prejudice
        liability: Any liability of the Vendors to the Purchaser under this
        agreement may in whole or in part be released, compounded or compromised,
        or any time or indulgence may be given, by the Purchaser in its absolute
        discretion, as regards any of the Vendors under such liability without
        in any way prejudicing or affecting the rights of the Purchaser against
        the other of them under the same or a like liability, whether joint and
        several or otherwise.                                                                         
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.6  | Costs: Except as
        otherwise expressly provided in this agreement, each party shall bear
        its own costs and expenses incurred in connection with the negotiation,
        preparation and implementation of this agreement.                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.7  | Counterparts: This
        agreement may be signed in two or more counterparts (including facsimile
        copies), all of which when taken together shall constitute one and the
        same instrument and a binding and enforceable agreement between the parties.                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.8  | Entire agreement:
        This agreement records the entire agreement between the parties, and prevails
        over any earlier agreement, relating to the Transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.9  | Amendments: No amendment
        or variation to this agreement will be effective unless it is in writing
        and signed by the parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.10 | Further assurance:
        Each party shall promptly do everything reasonably required to give effect
        to this agreement according to its spirit and intent.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.11 | Liability joint and several:
        Any term of this agreement which binds more than one party binds the relevant
        parties jointly and severally.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.12 | Consents: Any consent,
        instruction or authorisation given by a Vendor shall be deemed to be given
        by each Vendor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11.13 | Governing law: This
        agreement is governed by, and construed in accordance with, the laws of
        New Zealand (without giving effect to the principles of conflicts of law).
        The Vendors, and the Purchaser each submits to the non-exclusive jurisdiction
        of the courts of New Zealand in respect of all matters arising out of
        this agreement,and waives any right they may have to object to
        an action being brought in those courts, to claim that an action has been
        brought in an inconvenient forum, or to claim that those courts do not
        have jurisdiction.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.   | GUARANTEE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|12.1  | Guarantee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

| |     | Insolvencyincludes
        administration, bankruptcy, compromise, arrangement, amalgamation, receivership,
        reconstruction, winding up, liquidation, dissolution and assignment for
        or compromise with creditors and Insolvent will be construed accordingly.                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (b) | In consideration of Vendors
        at the request of the Guarantor entering into this Agreement, the Guarantor
        unconditionally:                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (c) | Each of the Guarantor's Obligations:                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| | (d) | The liability of the Guarantor
        is absolute and will not be affected by any act, omission, matter or thing
        which but for this provision might operate to release or otherwise exonerate
        the Guarantor from the Guarantor's Obligations in whole or in part including
        without limiting the generality of the foregoing:
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                      
| |     | (v)                                                                                                                                                                                                                                                                                                                                                  

---

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Agreement, or any security now or in
        the future held by Vendors from the Purchaser, the Guarantor or any other
        person;     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                            
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the Buyer's Obligations or any part
        of them being or becoming wholly or partially illegal, void, voidable
        or unenforceable;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                            
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | a failure by the Vendors to give notice
        to the Guarantor of any default by the Purchaser under this Agreement;
        or          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                            
| |     | (viii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any legal limitation, disability, incapacity or other circumstances
      related to the Purchaser.                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                            
| | (e) | The guarantee and indemnity
        given pursuant to this clause extends to cover this Agreement as amended,
        varied or replaced, either with or without the consent of the Guarantor.                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                            
| | (f) | If the Purchaser becomes
        Insolvent, the Guarantor authorises the Vendors to prove for all moneys
        which the Purchaser or any other person will have paid under this Agreement
        and to retain and to carry into a suspense account and to appropriate
        at the discretion of the Vendors any dividends received in the Insolvency
        of Purchaser and all other moneys received in respect of the Buyer's Obligations
        until the Vendors have been paid in full in respect of the Buyer's Obligations.

SIGNATURES

|BLIGH NEW ZEALAND LIMITEDby: |                      
|---------------------------- | ---------------------
|                             |                      
|                             | Signature of Director
|in the presence of:          |                      
|                             |                      
|                             | Name of Director     
|                             |                      
|                             |                      
|Name of director             |                      
|                             |                      
|                             |                      
|Signature of director        |                      
|                             |                      
|                             |                      
|City/town of residence       |                      
|                             |                      
|                             |                      
|Occupation                   |                      

---

|HORIZON OIL INTERNATIONAL 
      LIMITEDby: |                      
|------------------------------------------- | ---------------------
|                                            |                      
|                                            | Signature of Director
|in the presence of:                         |                      
|                                            |                      
|                                            | Name of Director     
|                                            |                      
|                                            |                      
|Name of witness                             |                      
|                                            |                      
|                                            |                      
|Signature of witness                        |                      
|                                            |                      
|                                            |                      
|City/town of residence                      |                      
|                                            |                      
|                                            |                      
|Occupation                                  |                      

|INDO-PACIFIC ENERGY (NZ)
      LIMITEDby: |                      
|----------------------------------------- | ---------------------
|                                          |                      
|                                          | Signature of Director
|in the presence of:                       |                      
|                                          |                      
|                                          | Name of Director     
|                                          |                      
|                                          |                      
|Name of witness                           |                      
|                                          |                      
|                                          |                      
|Signature of witness                      |                      
|                                          |                      
|                                          |                      
|City/town of residence                    |                      
|                                          |                      
|                                          |                      
|Occupation                                |                      

|NGATORO ENERGY LIMITEDby: |                      
|------------------------- | ---------------------
|                          |                      
|                          | Signature of Director
|in the presence of:       |                      
|                          |                      
|                          | Name of Director     
|                          |                      
|                          |                      
|Name of witness           |                      
|                          |                      
|                          |                      
|Signature of witness      |                      
|                          |                      
|                          |                      
|City/town of residence    |                      
|                          |                      
|                          |                      
|Occupation                |                      

---

FIRST SCHEDULE

(Section 2)

VENDORS

|                      | Column 1      | Column 2     
|--------------------- | ------------- | -------------
|Name of Vendor        | No. of Shares | No. of Shares
|                      | Held          | Being Sold   
|                      |               |              
|Bligh New Zealand     | 4,251,000     | 4,251,000    
|Limited               |               |              
|                      |               |              
|Horizon Oil           | 4,251,000     | 4,251,000    
|International Limited |               |              
|                      |               |              

---

SECOND SCHEDULE

(Clause 7.1)

WARRANTIES

|1.  | SHARES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.1 | Issued Shares: The issued share capital of
        the Company is 8,502,000 ordinary Shares. All of the Shares are legally
        and beneficially owned by the Vendors in the proportions set out in column
        1 of the first schedule.                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.2 | Shares fully paid up: All the shares in the
        Company are fully paid up and rank equally in all respects. All statutory
        requirements in respect of the issue of shares in the Company were duly
        complied with.                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.3 | Alteration of share capital: The Vendors will
        not permit the Company to issue, buy back, redeem or acquire any of its
        shares or alter any rights attaching to any of its shares prior to Completion.                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.4 | Options: There is not now, and will not on
        Completion be, any agreement or arrangement providing for a right, entitlement
        or option for any person to take shares, convertible securities or other
        securities in the Company.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|1.5 | Sufficiency of title: The Shares will pass
        on Completion to the Purchaser free of all liens, mortgages, charges,
        encumbrances, security interests (as that term is defined in the Personal
        Property Securities Act 1999), rights of pre-emption or other adverse
        interests of any nature whatsoever.                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.  | CORPORATE STRUCTURE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.1 | Company subsidiaries: The Company does not,
        and will not on Completion, have any subsidiaries (as defined by section
        5 of the Companies Act 1993) and the Company does not hold and is not
        beneficially entitled to, nor will on Completion hold or be beneficially
        entitled to, shares in any other company, or be a party to any other arrangement,
        the effect of which is to render that other company in substance or effect
        a subsidiary of the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.2 | Other interests: The Company is not, and will
        not on Completion be, legally or beneficially entitled, directly or indirectly,
        to any shares or other equity interests, or securities convertible into
        shares or other equity interests, in any other person.                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.3 | Other business arrangements: The Company is
        not, and will not on Completion be, a party to any joint venture, partnership,
        syndicate, consortium, or other body or association, whether incorporated
        or not (other than a recognised trade association).                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.  | INFORMATION AND MATERIAL CIRCUMSTANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1 | Information: All information which has been,
        or will prior to Completion be, given by or on behalf of either of the
        Vendors or the Company (whether by any director, agent, professional adviser
        or other person) to the Purchaser or any director, agent, professional
        adviser or other representative of the Purchaser in respect of the Company
        (including information provided for the purposes of the Purchaser's due
        diligence                         

---

|    | investigation of the Company,
        and the information contained in any disclosure letter given pursuant
        to clause 7.2 of the agreement) was, when given, and is now true, complete
        and accurate in each material aspect.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2 | Material circumstances:
        No Vendor is aware of any material circumstance which has not been disclosed
        in writing to the Purchaser prior to the date of this agreement and which
        might reasonably be expected materially and adversely to affect the Company
        or the financial position, business, assets or profitability of the Company
        or the value of the Shares or the ability of the Company to continue to
        achieve the level of profitability disclosed by the Last Financial Statements
        or which might otherwise be material to a purchaser of the Shares.                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.3 | Receivership, liquidation:
        No receiver or statutory or official manager has, or will prior to Completion
        have, been appointed in respect of the Company or the whole or any part
        of the assets of the Company, and no application or order has been made,
        or resolution passed, or will prior to Completion have been made or passed,
        for the liquidation or dissolution of the Company.                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.4 | Adverse circumstances:
        There are not now, and will not prior to Completion be, any circumstances
        existing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.  | FINANCIAL STATEMENTS AND TAXATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1 | Last Financial Statements:
        The financial statements for the period to 30 June 2002 and the Last Financial
        Statements of the Company for the 6 months ended on the Interim Accounts
        Date, were prepared in accordance with NZ GAAP consistently applied and
        correctly represent the assets and liabilities of the Company, as at the
        Interim Accounts Date and the trading, cash flows and movements in equity
        of the Company for that period.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.2 | Imputation accounts:
        The imputation credit account and dividend withholding payment account
        which the Company is required to maintain did not on 31 March 2002, and
        will not on Completion, have a debit balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.3 | Tax returns: The
        Company has duly furnished, and will up to Completion duly furnish, all
        returns, notices, information and disclosures ("Returns") which
        ought to be furnished for the purposes of Taxation on or prior to that
        time, all such Returns made prior to the date of this agreement were correct,
        were made on a proper basis and are not disputed in any material respect
        by the fiscal authority concerned, and there is no fact known to any Vendor
        which might be the occasion of any such dispute or of any claim for Taxation
        in respect of any financial period up to and including the Completion
        Date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.4 | Residency: The Company :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                        | Has not, nor will on Completion have, a branch or
        a permanent establishment (as that term is defined in any relevant double
        taxation agreement) outside New Zealand;                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                        | Is not, nor will on Completion be, registered or
        required to be registered as a foreign company in any other jurisdiction;                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                        | Is not, nor will on Completion be, deemed for taxation
        purposes to be resident in any country other than New Zealand, whether
        under the laws of New Zealand or any other relevant country.                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|5.  | DEBTS AND LOANS                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|5.1 | Book debts: All book
        debts and other accounts receivable ("Book Debts") included in
        the Last Financial Statements were on the Interim Accounts Date and (to
        the extent not realised by Completion) will be repaid on or prior to Completion.                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|5.2 | Loans: All loans
        included as assets in the Last Financial Statements were on the Interim
        Accounts Date and will be repaid on or prior to Completion.                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|5.3 | Money owing: On the
        Interim Accounts Date there was no money owing to the Company by any Vendors
        or any member of their respective families or by any trust or person controlled
        by or associated with any such person and no money has since the Interim
        Accounts Date been, or will prior to Completion be, advanced by the Company
        to any such person or trust.
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|6.  | BUSINESS OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|6.1 | Compliance with laws:
        The Company is not in breach of any statutory provision, order, by-law
        or regulation binding on or applicable to it in relation to its formation,
        the use of any of its assets, the carrying on of its business, or in any
        other respect, and the Company will not prior to Completion commit any
        such breach.                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|6.2 | Business contracts:
        The Company is not, and will not on Completion be, in breach of any contract,
        commitment or arrangement of any nature whatsoever to which it is, or
        will then be, a party.                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|6.3 | Contractual arrangements: The Company
      is not, and will not on Completion be, a party to:                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                        | any unusual, abnormal, long term or onerous contract,
        commitment or arrangement of any nature whatsoever; or                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                        | any contract, commitment or arrangement which is
        unlikely to be able to be performed by the Company at or above its normal
        profit margin; or                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                        | any contract, commitment or arrangement of any nature
        except such as have been entered into in the normal and ordinary course
        of trading and are capable of being wholly satisfied or performed within
        three months after Completion, or of being terminated within such period
        without cost to the Company; or
|    |                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                        | any contract, commitment or arrangement which may
        be unenforceable by the Company for any reason.                                                                                                                                                                                                                                      

---

|6.4 | Liability for third parties:
        The Company is not, and will not on Completion be, a party to any guarantee
        or indemnity in respect of, or otherwise liable or contingently liable
        in any way for the obligations of, any other person.                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.5 | Other business arrangements:
        The Company is not a party to any material purchasing, manufacturing,
        trading, marketing, distribution, licensing, agency or other contract,
        commitment or arrangement which has not been disclosed to the Purchaser,
        and will not prior to Completion enter into any such contract, commitment
        or arrangement without the prior written consent of the Purchaser.              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.6 | Currency exposure:
        The Company does not have, and will not on Completion have, any unhedged
        foreign currency exposure.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.7 | Requisitions: So
        far as the Vendors are aware, there is no unsatisfied requisition by or
        dispute with any Authority, affecting or relating to the Company or any
        of its assets.                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.8 | Confidential Information:
        Except in the ordinary course of its business, the Company has not, disclosed,
        and will not prior to Completion disclose, to any person other than the
        Purchaser, any of its secret or confidential information or property,
        or any other information relating to its business or affairs, the disclosure
        of which might cause loss or damage to, or adversely affect, the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.  | ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.1 | Sufficiency of title to assets: In respect
      of the Company:                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.2 | Vendor interests:
        No Vendor nor any member of their or other relatives, or trusts or other
        persons controlled by or associated with them or any of them:                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|8.  | LITIGATION/CLAIMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.1 | Causes of action:
        There is not now, and will not on Completion be, any cause of action in
        respect of which the Company is not fully indemnified which could or might
        be used for the purpose of commencing legal proceedings, either civil
        or criminal, against the Company.                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.2 | Legal proceedings:
        The Company is not, and will not on Completion be, a party to any legal
        action or proceedings (other than as plaintiff in normal debt collection
        matters), arbitration, or statutory or governmental enquiry of any kind
        nor is any Vendor aware of any such legal proceedings, arbitration or
        enquiry which are pending or threatened against or involve the Company.                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.3 | Current proceedings: The Company is not,
      and will not on Completion be:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.  | RECORDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.1 | Records: The Company
        holds, and will on Completion be in possession of, all accounting and
        other records which it is bound by law to retain in its possession either
        indefinitely or for a particular period or periods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.2 | Completeness and accuracy
        of records: The accounting and statutory records of the Company are
        now, and will on Completion have been, duly entered up and contain true,
        full and accurate records of all matters required to be dealt with therein,
        all such records of the Company and all documents of title to its assets
        are now, and will on Completion be, in its possession or under its control,
        and all returns required to be made, and documents required to be filed
        with the Registrar of Companies, prior to the date of this agreement or
        in the period up to Completion, have been or will be duly and correctly
        made and filed.

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THIRD SCHEDULE

(Section 1)

DATA

The following information to the extent it is in the possession of the Company
  at the date of this agreement:





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