LETTER OF CONSENT

TO: UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                     Re: InterOil Corporation
Final Short Form Base Shelf
Prospectus dated November 2, 2010

We are a firm of independent petroleum engineering consultants and have prepared reports dated February 17, 2010 for InterOil Corporation providing an independent resources assessment for the Elk/Antelope Gas Field as at December 31, 2009 as described in the Annual Information Form (“AIF”) of InterOil Corporation dated March 1, 2010.

We hereby consent to the use and reference to our name and report, which is incorporated by reference in the final short form base shelf prospectus dated November 2, 2010 (the “Prospectus”) of InterOil Corporation.

We also confirm that we have read the Prospectus and that we have no reason to believe that there are any misrepresentations in the information contain in it that are derived from the above-mentioned reports or that are within our knowledge as a result of the services we performed in connection with the reports.

Your truly,

GLJ PETROLEUM CONSULTANTS LTD.

Keith M. Braaten, P. Eng.
Executive Vice-President

Calgary, Alberta
November 2, 2010