Filed by Automated Filing Services Inc. (604) 609-0244 - Tag Oil Ltd. - Exhibit 4.15






CONSULTING AGREEMENT 

This Agreement made effective as of the 1st day of September,
2007. 

BETWEEN: 

	 	TAG OIL LTD., a company incorporated
      under the laws of 
	 	British Columbia and having an office at Suite
      1407, 1050 Burrard 
	 	Street, Vancouver, British Columbia V6Z 2S3
  
	 	  
	 	(the “Company”) 


AND: 

	 	DLJ MANAGEMENT CORP., a company
      incorporated under 
	 	the laws of British Columbia and having an
      office at Suite 1407, 
	 	1050 Burrard Street, Vancouver, British
      Columbia V6Z 2S3 
	 	  
	 	(the “Consultant”) 


WHEREAS: 

(A) The Company wishes to have the Consultant provide office
space and various administrative, accounting, legal and reporting services on
matters for the Company (the “Consulting Services”); and

(B) The Company acknowledges that for the Consultant to provide
the Consulting Services, the Consultant is required to commit to hire employee’s
and enter into rental agreements for the office space provided.

(C) The Consultant and/or its employee’s is experienced and
wishes to provide the Consulting Services to the Company; 

WITNESSETH that the parties mutually agree as
follows:

PART 1 

INTERPRETATION 

Definitions 

1.1 In this Agreement: 

(a) “Agreement” means this
agreement; 

(b) “Board” means the board of
directors of the Company; 




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(c) “Business” means the
acquisition, exploration and development of oil and gas properties in the SE
Asian area any other material business carried on from time to time by the
Company; 

(d) “Cause” means the
circumstances if the Consultant: 

(i) is adjudicated to be bankrupt,


(ii) is convicted of any indictable
offence; 

(iii) commits an act of gross
misconduct, wilful negligence or fraud in respect of the responsibilities or
duties required to be performed under this Agreement, or to be undertaken or
required to be undertaken in accordance with the provisions of this Agreement;
or 

(iv) engages in any conduct which is
intentional and materially injurious to the Business;

(e) “Change of Control” means:


(i) the acquisition by any “offeror”
(as defined in s. 92(1) of the Securities Act (British Columbia) of
beneficial ownership of more than 20% of the outstanding voting securities of
the Company, by means of a takeover bid or otherwise; 

(ii) any consolidation or merger of
the Company in which the Company is not the continuing or surviving company or
pursuant to which shares of the Company would be converted into cash, securities
or other property, other than a merger of the Company in which shareholders
immediately prior to the merger have the same proportionate ownership of stock
of the surviving company immediately after the merger; 

(iii) any sale, lease, exchange or
other transfer (in one transaction or a series of related transaction) of all or
substantially all of the assets of the Company;

(iv) the approval by the shareholders
of the Company of any plan of liquidation or dissolution of the Company; or 

(v) the Incumbent Directors cease to
constitute a majority of the Board; 

(f) “Confidential Information”
means any information which is non public, confidential or proprietary in nature
relating to the Company or its Business including without limitation business
plans, financial data, transactions or other affairs of the Company and
analyses, compilations, forecasts, documentation, software, and technical
information, in oral, written, electronic or any other form. Confidential
Information does not include information that is or becomes generally available
to the public without fault of the Consultant or that the Consultant can
establish, through written records, was in his possession prior to its
disclosure in connection with the Consultant’s engagement; 




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(g) “Fee” means the fee set out
in section 3.2 herein;

(h) “Good Reason” means any
circumstance in which the Consultant is induced by actions of the Company to
terminate its employment other than on a purely voluntary basis, and without
limiting the generality of the foregoing will include: 

(i) a reduction or diminution in the
level of responsibility, title or office of the Consultant; 

(ii) a reduction in the compensation
level of the Consultant, taken as a whole;

(iii) forced relocation to another
geographic location; or 

(iv) the failure of the Company or any
successor company to maintain substantially similar employment terms with the
Consultant after a Change of Control as were in existence prior to the Change of
Control; 

(i) “Incumbent Director” means
any member of the Board who was a member of the Board prior to the occurrence of
the transaction, transactions or elections giving rise to a Change of Control
and any successor to an Incumbent Director who was recommended or elected or
appointed to succeed an Incumbent Director by the affirmative vote of a majority
of the Incumbent Directors then on the Board; and 

(j) “Term” means the term of
this Agreement as set out in section 3.1. 

Interpretation 

1.2 For the purposes of this Agreement, except as otherwise
expressly provided herein: 

(a) “this Agreement” means this
Agreement as it may from time to time be supplemented or amended and in effect;


(b) the words “herein”, “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole
and not to any particular section, subsection, paragraph or other subdivision;


(c) the singular of any term includes
the plural and vice versa and the use of any term is equally applicable to any
gender and where applicable a body corporate; 

(d) the word “or” is not exclusive and
the word “including” is not limiting (whether or not non-limiting language such
as “without limitation” or “but not limited to” or other words of similar import
is used with reference thereto); 

(e) all references to currency means
Canadian currency except where otherwise expressly stated; and 




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(f) the headings to the sections,
subsections and paragraphs of this Agreement are inserted for convenience only
and do not form a part of this Agreement and are not intended to interpret,
define or limit the scope, extent or intent of this Agreement or any provision
hereof. 

PART 2 

ENGAGEMENT 

Services 

2.1 The Company hereby retains the Consultant for its
Consulting Services and the Consultant hereby undertakes to perform the
Consulting Services for the Company on a part-time basis upon and subject to the
terms and conditions of this Agreement. 

Duties 

2.2 The Consultant’s principle duties and responsibilities will
be to provide office space and Consulting Services to assist with the
administration, corporate and regulatory aspects of the Business. 

General Duties 

2.3 During the term of this Agreement, the Consultant will:

(a) diligently perform its duties
arising under this Agreement to the best of his skill and ability, and 

(b) attend to its duties on a part-time
basis as necessary, as reasonably required by the Company. 

PART 3 

TERM AND COMPENSATION

Term 

3.1 The Consultant will commence the Consulting Services
hereunder on September 1, 2007 and will continue on an on-going basis (the
“Term”), subject to Part 5. 

Compensation 

3.2 The Company will compensate the Consultant for the
Consulting Services throughout the Term in an amount equal to $144,000 per
annum, payable monthly (the “Fee”). The Consultant hereby acknowledges that the
Consultant is responsible for remitting its own taxes and any contributions
required by law to be remitted in connection with the Fee, and the Company will
have no responsibility in respect of any failure by the Consultant to properly
remit 




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such amounts when due, and the Consultant agrees to indemnify
and save the Company harmless from and against assessments, losses or penalties
actually incurred by the Company in this respect. 

PART 4 

CONFIDENTIALITY

Confidential Information 

4.1 The Consultant acknowledges that in the course of carrying
out, performing and fulfilling its duties with the Company it has had and will
continue to have access to and be entrusted with Confidential Information
concerning the present and contemplated projects, prospects and opportunities of
the Company, and that the disclosure of any such Confidential Information to the
competitors of the Company or to the general public would be highly detrimental
to the best interests of the Company. The Consultant further acknowledges and
agrees that the right to maintain such detailed Confidential Information
constitutes a proprietary right which the Company is entitled to protect.
Accordingly, the Consultant covenants and agrees with the Company that it will
not (either during the continuance of its engagement with the Company or at any
time thereafter) disclose any of such Confidential Information to any person nor
shall the Consultant use the same for any purpose other than those for the
benefit of the Company.

Return of Confidential Information 

4.2 The Consultant will on demand return to the Company all
documentation (in any paper or electronic medium) containing Confidential
Information in the possession of the Consultant or in respect of which the
Consultant may exercise control. 

Injunctive Relief 

4.3 The Consultant acknowledges that irreparable harm may
result to the Company if the Consultant breaches his obligations under this Part
4. The Consultant acknowledges that such a breach may not properly be
compensated by an award of damages. Accordingly, the remedy for any such breach
may include, in addition to other available remedies and damages, injunctive
relief or other equitable relief enjoining such breach at the earliest possible
date. 

PART 5 

TERMINATION 

Resignation 

5.1 The Consultant may at any time terminate this Agreement for
any cause or reason, or without any cause or reason, by giving to the Company
one months’ prior written notice of such termination and upon the expiry of such
notice, this Agreement shall terminate. In such 




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event the Consultant will not be entitled to any payment on
account of such termination, other than such amounts due to the Consultant under
this Agreement in respect of the period ending on the date of termination. 

Termination for Cause 

5.2 The Company may on written notice immediately terminate the
engagement of the Consultant for any reason which constitutes Cause, and in such
event the Consultant will not be entitled to any payment on account of such
termination, other than such amounts due to the Consultant under this Agreement
in respect of the period ending on the date of termination. 

Termination without Cause 

5.3 The Company may terminate the engagement of the Consultant
at any time without Cause by giving to the Consultant one months’ written notice
of such termination and upon the expiry of such written notice, this Agreement
will terminate. 

Termination for Good Reason 

5.4 The Consultant may terminate this Agreement for Good Reason
by giving to the Company one months’ written notice of such termination and upon
the expiry of such written notice, this Agreement will terminate. 

Termination on Change of Control 

5.5 The Consultant may terminate this Agreement within ninety
days of any Change of Control by giving to the Company one months’ written
notice of such termination and upon the expiry of such written notice, this
Agreement will terminate. 

Payment upon Termination 

5.6 In the event of the termination of this Agreement under
sections 5.3, 5.4 or 5.5, the Company will pay to the Consultant a lump sum
amount equal to $180,000 prior to the expiry of such written notice, or such
other amount as may be agreed to by both parties. 

Return of Property 

5.7 On termination of this Agreement for any reason, the
Consultant agrees to return to the Company, as they may direct, all Company
property including all written information, tapes, discs or memory devices and
copies thereof, and any other material on any medium in his possession or
control pertaining to the Business, without retaining any copies or records of
any Confidential Information whatsoever. The Consultant will also return any
keys, pass cards, identification cards or other property belonging to the
Company. 




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No Reduction of Amounts Owed 

5.8 The amounts payable to the Consultant hereunder will not be
reduced in any respect in the event that the Consultant will secure or will not
reasonably pursue alternative employment following termination of this
Agreement. 

PART 6 

OTHER BUSINESS ACTIVITIES 

6.1 It is recognized that the Consultant has other business
activities to which it devotes up to approximately 60% of its time and
attention. It is expected the Consultant will use its best efforts not to have
these activities interfere with the performance of the Consulting Services in
accordance with this Agreement and will devote appropriate time and energy to
the business and affairs of the Company. 

PART 7 

GENERAL 

Counterpart 

7.1 This Agreement and any other writing delivered pursuant to
this Agreement may be executed in any number of counterparts with the same
effect as if all parties to this Agreement or such other writing had signed the
same document and all counterparts will be construed together and will
constitute one and the same instrument. 

Governing Laws 

7.2 This Agreement will be interpreted under and is governed by
the laws of the Province of British Columbia and the laws of Canada that are
applicable and the courts of the Province of British Columbia will have
exclusive jurisdiction to entertain any action arising under this Agreement and
the Parties hereby attorn to the jurisdiction of those courts. 

Assistance 

7.3 The parties must render all such assistance to one another
as may reasonably be required to enable the provisions of the Agreement
expeditiously to be given effect and the parties agree that they and each of
them will execute all documents and do all acts and things within their
respective powers to carry out and/or implement the provisions or intent of this
Agreement. 

Notice 

7.4 All notices required to be given by any party under this
Agreement shall be in writing and shall be delivered by hand or properly
addressed prepaid registered post or facsimile 




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addressed to a party at its address set out on Page 1 of this
Agreement or such other address as a party may from time to time designate in
writing. 

7.5 Any notice given shall be deemed to have been delivered:


(a) in the case of delivery by ordinary
prepaid registered post, three business days after posting; or 

(b) in the case of transmission by
facsimile, upon receipt by the sender of a transmission report showing
transmission free of error. 

Entire Agreement 

7.6 This Agreement constitutes the whole agreement between the
parties and supersedes any and every prior agreement of understanding between
the Company and the Consultant whether oral or written or partly oral and partly
written and except as herein expressly provided no prior agreement shall be
referred to or considered in any proceedings or disputes between parties to
assist in or determining the interpretation of the Agreement or to determine the
rights, obligations and privileges of the parties, or otherwise. 

Amendments 

7.7 No modification of this Agreement will be valid unless in
writing and signed by the parties hereto. 

Further Assurances 

7.8 Each party will make, execute and do so cause to be made,
executed or done all necessary agreements, deeds and acts which may be necessary
to protect, secure or otherwise ensure compliance between them with the terms of
this Agreement. 

Assignment and Enurement 

7.9 This Agreement will be binding upon and will enure to the
benefit of the parties and their respective successors and permitted assigns;
provided that this Agreement will not be assigned, in whole or in part, by
either party to any other person, firm or Company, without the prior written
consent of the other party. 

Non-Waiver 

7.10 No waiver of any breach of any term of this Agreement will
be effective unless that waiver is in writing and signed by the party against
whom that waiver is claimed. No waiver of any breach will be or be deemed to be
a waiver of any other or subsequent breach. 




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Severability 

7.11 If any provision or portion of this Agreement is
determined to be invalid or unenforceable for any reason, then that provision or
portion will be severed from this Agreement and the rest of this Agreement will
remain in full force and effect. 

Survival

7.12 The Company and the Consultant expressly acknowledge and
agree that the provisions of this Agreement, which by their express or implied
terms extend beyond the termination of the Consultant’s employment hereunder, or
beyond the termination of this Agreement, shall continue in full force and
effect notwithstanding the termination of the Consultant’s employment or the
termination of this Agreement for any reason. 

Independent Legal Advice 

7.13 The Consultant acknowledges that it has been advised to
obtain independent legal advice with respect to the terms of this Agreement
prior to its execution and has, to the extent thought necessary, obtained such
advice and understands the terms and rights and obligations under this
Agreement. 

IN WITNESS WHEREOF this Agreement has been executed by
the parties on the 1st day of September, 2007. 




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TAG OIL LTD. 

	 Per: 		 
	 	Authorized Signatory 	 



	SIGNED, SEALED AND DELIVERED by 	) 	 
	DLJ MANAGEMENT CORP. in the presence
    	) 	 
	of: 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 DLJ MANAGEMENT
      CORP. 
	Witness 	) 	 
	  	) 	 
	  	) 	 
	Name 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	)