U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM F-X

           APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

A. Name of issuer or person filing ("Filer"): InterOil Corporation

B. This is [check one]:
                      [X] an original filing for the Filer
                      [ ] an amended filing for the Filer

C. Identify the filing in conjunction with which this Form is being filed:

          Name of Registrant:          InterOil Corporation
          Form Type:                   Registration Statement on Form F-10
          File Number (if known):      333-
          Filed by:                    InterOil Corporation
          Date Filed:                  November 12, 2004, concurrently with this
                                       Form F-X

D. The Filer is incorporated or organized under the laws of New Brunswick,
Canada and has its principal place of business at Suite 2, Level 2, Orchid Plaza
79-88 Abbott Street, Cairns, QLD 4870, Australia, telephone number +61 7 4046
4600.

E. The Filer designates and appoints Gary M. Duvall ("Agent"), located at 25025
I-45 North, Suite 420, The Woodlands, Texas 77380, telephone number (281)
292-1800, as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in:

(a) any investigation or administrative proceeding conducted by the Commission;
and

(b) any civil suit or action brought against the Filer or to which the Filer has
been joined as defendant or respondent, in any appropriate court in any place
subject to the jurisdiction of any state or of the United States or of any of
its territories or possessions or of the District of Columbia, where the
investigation, proceeding or cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the
securities registered or qualified by the Filer on Form F-10 on November 12,
2004 or any purchases or sales of any security in connection therewith. The
Filer stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that service of
an administrative subpoena shall be effected by service upon such agent for
service of process, and that service as aforesaid shall be taken and held in all
courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.

F. The Filer stipulates and agrees to appoint a successor agent for service of
process and file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any
time until six years have elapsed from the date the issuer of the securities to
which such forms and schedules relate has ceased reporting under the Exchange
Act.

The Filer further undertakes to advise the Commission promptly of any change to
the Agent's name or address during the applicable period by amendment of this
form, referencing the file number of the relevant form in conjunction with which
the amendment is being filed.

G. The Filer undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the Form F-10 described in Item C of this Form, the securities to
which such Form F-10 relates, and the transactions in such securities.

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The Filer certifies that it has duly caused this power of attorney, consent,
stipulation and agreement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the The Woodlands, Texas, on the 10th day of
November, 2004.

FILER: INTEROIL CORPORATION


     By: /s/ Phil E. Mulacek
         -------------------------------------
         Phil E. Mulacek
         Chairman of the Board,
         Chief Executive Officer and President





This statement has been signed by the following person in the capacity and on
the date indicated.

AGENT: GARY M. DUVALL


         /s/ Gary M. Duvall
         -------------------------------------
         Gary M. Duvall


Date: November 10, 2004