8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): March 10, 2005

                            Deep Well Oil & Gas, Inc.
                            -------------------------
             (Exact name of registrant as specified in its charter)



          Nevada                       000-24012                 13-3087510
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)


              Sun Life Plaza, Suite 2600, 144 Fourth Avenue S.W.,
                        Calgary, Alberta T2P 3N4 Canada
- --------------------------------------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (403) 232-1431

       246 Stewart Green S.W., Suite 3175, Calgary, Alberta T3H 3C8 Canada
       -------------------------------------------------------------------
          (Former name or former address, if changed since last report)

                                   Copies to:
                             Darrin M. Ocasio, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))




Item 1.01 Entry into a Material Definitive Agreement.

      We closed on a transaction pursuant to a certain Securities Purchase
Agreement, dated as of March 10, 2005, with two accredited investors pursuant to
which we sold an aggregate of (i) 1,875,000 shares of our common stock, par
value $.001 per share, at a purchase price of $.40 per share, and (ii) 750,000
warrants to purchase shares of our common stock, for an aggregate purchase price
of $750,000. We issued the aforementioned securities to the investors pursuant
to Rule 506 of Regulation D as promulgated under the Securities Act of 1933, as
amended (the "Act"), and/or Section 4(2) of the Act.

      Each of the warrants is exercisable from March 10, 2005 until March 9,
2010, at an exercise price equal to $0.50 per share. The exercise price of the
warrants will be adjusted from time to time as provided in the warrants, such as
in the event that we issue or sell any shares of common stock, or convertible
securities which are exercisable or exchangeable for shares of common stock, at
a price per share that is less than the exercise price of the warrants on the
date of issuance. In addition, the exercise price of the warrants will be
adjusted in the event that we spin off or otherwise divest ourselves of a
material part of our business or operations or dispose all or a portion of our
assets or upon any stock split or reverse stock split, stock dividend,
reclassification of common stock, recapitalization, merger or consolidation.

      In addition, we entered into a Registration Rights Agreement with the
investors, dated as of March 10, 2005, pursuant to which we are obligated to
prepare and file a registration statement no later than 45 days after the
closing date registering the number of shares of our common stock which is at
least equal to (i) the aggregate number of shares of common stock issued under
the Securities Purchase Agreement plus (ii) 125% of the aggregate number of
shares of common stock issuable upon exercise of the warrants. We must use our
reasonable best efforts to cause the registration statement to become effective
as soon as practicable following the filing, but in no event later than 120 days
after the closing date.

      If the registration statement is not filed within 45 days after the
closing date or declared effective within the time specified in the preceding
paragraph, we are required to make payments to the investors equal to 2% of the
purchase price and an additional 2% of the purchase price for each subsequent
30-day period as to which the registration statement has not be filed or
declared effective.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01 above.


Item 9.01 Financial Statements and Exhibits.

      (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

Exhibit
Number                        Description
- --------------------------------------------------------------------------------

4.1        Securities Purchase Agreement dated as of February 28, 2005 by and
           between Deep Well Oil & Gas, Inc. and the investors named on the
           signature page thereto.

4.2        Registration Rights Agreement dated as of February 28, 2005 by and
           between Deep Well Oil & Gas, Inc. and the investors named on the
           signature page thereto.

4.3        Form of Warrant to Purchase Common Stock of Deep Well Oil & Gas, Inc.




                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           Deep Well Oil & Gas, Inc.


Date: March 14, 2005                        /s/ Steven Gawne
                                           -------------------------------------
                                           Steven Gawne
                                           President and Chief Executive Officer

EX-4.1

                                                                     Exhibit 4.1

                          SECURITIES PURCHASE AGREEMENT


            SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March
10, 2005, by and between DEEP WELL OIL & GAS, INC., a Nevada corporation (the
"Company"), and each of the entities whose names appear on the signature pages
hereof. Such entities are each referred to herein as an "Investor" and,
collectively, as the "Investors".

      A. The Company wishes to sell to each Investor, and each Investor wishes
to purchase, on the terms and subject to the conditions set forth in this
Agreement, (A) shares (the "Shares") of the Company's common stock, $.001 par
value per share (the "Common Stock"), and (B) a Warrant in the form attached
hereto as Exhibit A (each, a "Warrant" and, collectively with the other warrants
issued hereunder, the "Warrants"). The shares of Common Stock into which the
Warrants are exercisable are referred to herein as the "Warrant Shares"; the
Shares, the Warrants and the Warrant Shares are collectively referred to herein
as the "Securities".

      B. Each Warrant will entitle an Investor to purchase a number of Warrant
Shares equal to such investor's Pro Rata Share (as defined below) times 750,000,
will have an exercise price equal to $0.50 per Warrant Share (subject to
adjustment as provided therein), and will expire on the fifth (5th) anniversary
of the Closing Date.

      C. The Company has agreed to effect the registration of the Shares and the
Warrant Shares for resale by the holders thereof under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Rights
Agreement in the form attached hereto as Exhibit B (the "Registration Rights
Agreement").

      D. The sale of the Shares and the Warrants by the Company to the Investors
will be effected in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D ("Regulation D"), as promulgated by
the Commission (as defined below) under the Securities Act.

      In consideration of the mutual promises made herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and each Investor hereby agree as follows:

1. PURCHASE AND SALE OF SHARES AND WARRANTS.

      1.1 Closing. Upon the terms and subject to the satisfaction or waiver of
the conditions set forth herein, the Company agrees to sell and each Investor
agrees to purchase (i) Shares in the amount set forth below such Investor's name
on the signature pages hereof and (ii) a Warrant. The date on which the closing
of such purchase and sale occurs (the "Closing") is hereinafter referred to as
the "Closing Date". The Closing will be deemed to occur at the offices of Duval
& Stachenfeld, LLP, 300 East 42nd Street, New York, New York 10017, when (A)
this Agreement and the other Transaction Documents (as defined below) have been



executed and delivered by the Company and each Investor, (B) each of the
conditions to the Closing described in Section 5 hereof has been satisfied or
waived as specified therein and (C) full payment of each Investor's Purchase
Price (as defined below) has been made by such Investor to the Company by wire
transfer of immediately available funds. On or before the third (3rd) Business
Day following the Closing Date, the Company shall deliver to each Investor duly
executed certificates representing the Shares and Warrant purchased by such
Investor at the Closing (the "Share Delivery Date"). Each Investor will be
deemed for all purposes on and after the Closing Date, assuming the payment by
such Investor of such Investor's Purchase Price, to be the record holder of such
Investor's Shares and Warrants regardless of the date on which the certificates
therefor are delivered to such Investor. In the event that the Company fails to
deliver to an Investor certificates for the Shares and Warrant purchased by such
Investor, the Company shall make a cash payment to such Investor, on the first
day on which such failure occurs and on the last day of each thirty (30) day
period or part thereof in which such failure exists, equal to two percent (2%)
of the aggregate Purchase Price paid by such Investor for such Investor's Shares
and Warrant. Any such payment shall be in addition to any other remedies
available to each Investor at law or in equity, whether pursuant to the terms
hereof, the Securities Purchase Agreement or otherwise.

      1.2 Certain Definitions. When used herein, the following terms shall have
the respective meanings indicated:

            "Affiliate" means, as to any Person (the "subject Person"), any
other Person (a) that directly or indirectly through one or more intermediaries
controls or is controlled by, or is under direct or indirect common control
with, the subject Person, (b) that directly or indirectly beneficially owns or
holds ten percent (10%) or more of any class of voting equity of the subject
Person, or (c) ten percent (10%) or more of the voting equity of which is
directly or indirectly beneficially owned or held by the subject Person. For the
purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, through
representation on such Person's board of directors or other management committee
or group, by contract or otherwise.

            "Board of Directors" means the Company's board of directors.

      t 12 "Business Day" means any day other than a Saturday, a Sunday or a day
on which the New York Stock Exchange is closed or on which banks in the City of
New York are required or authorized by law to be closed.

            "Closing" and "Closing Date" have the respective meanings set forth
in Section 1.1 hereof.

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" has the meaning specified in the preamble to this
Agreement.


                                       2


            "Debt" means, as to any Person at any time: (a) all indebtedness,
liabilities and obligations of such Person for borrowed money; (b) all
indebtedness, liabilities and obligations of such Person to pay the deferred
purchase price of Property or services (except trade accounts payable, accrued
compensation, accrued expenses, and unearned revenue and customer deposits of
such Person that, in any such case, arise in the ordinary course of business and
are not more than ninety (90) days past due); (c) all capital lease obligations
of such Person; (d) all indebtedness, liabilities and obligations of others
guaranteed by such Person; (e) all indebtedness, liabilities and obligations
secured by a Lien existing on Property owned by such Person, whether or not the
indebtedness, liabilities or obligations secured thereby have been assumed by
such Person or are non-recourse to such Person; (f) all reimbursement
obligations of such Person (whether contingent or otherwise) in respect of
letters of credit, bankers' acceptances, surety or other bonds and similar
instruments; and (g) all indebtedness, liabilities and obligations of such
Person to redeem or retire shares of capital stock of such Person.

            "Disclosure Documents" means all SEC Documents filed with the
Commission at least five (5) Business Days prior to the Execution Date.

            "Effective Date" has the meaning set forth in the Registration
Rights Agreement.

            "Environmental Law" means any federal, state, provincial, local or
foreign law, statute, code or ordinance, principle of common law, rule or
regulation, as well as any Permit, order, decree, judgment or injunction issued,
promulgated, approved or entered thereunder, relating to pollution or the
protection, cleanup or restoration of the environment or natural resources, or
to the public health or safety, or otherwise governing the generation, use,
handling, collection, treatment, storage, transportation, recovery, recycling,
discharge or disposal of hazardous materials.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended, and the regulations and published interpretations thereunder.

            "Execution Date" means the date of this Agreement.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
(or any successor act), and the rules and regulations thereunder (or respective
successors thereto).

            "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in (i) opinions of the Accounting Principles
Board of the American Institute of Certified Public Accountants, (ii) statements
of the Financial Accounting Standards Board and (iii) interpretations of the
Commission and the staff of the Commission. Accounting principles are applied on
a "consistent basis" when the accounting principles applied in a current period
are comparable in all material respects to those accounting principles applied
in a preceding period.

                                       3


            "Governmental Authority" means any nation or government, any state,
provincial or political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including without limitation any stock exchange, securities
market or self-regulatory organization.

            "Governmental Requirement" means any law, statute, code, ordinance,
order, rule, regulation, judgment, decree, injunction, franchise, license or
other directive or requirement of any federal, state, county, municipal, parish,
provincial or other Governmental Authority or any department, commission, board,
court, agency or any other instrumentality of any of them.

            "Intellectual Property" means any U.S. or foreign patents, patent
rights, patent applications, trademarks, trade names, service marks, brand
names, logos and other trade designations (including unregistered names and
marks), trademark and service mark registrations and applications, copyrights
and copyright registrations and applications, inventions, invention disclosures,
protected formulae, formulations, processes, methods, trade secrets, computer
software, computer programs and source codes, manufacturing research and similar
technical information, engineering know-how, customer and supplier information,
assembly and test data drawings or royalty rights.

      t 12 "Lien" means, with respect to any Property, any mortgage, pledge,
hypothecation, assignment, deposit arrangement, security interest, tax lien,
financing statement, pledge, charge, or other lien, charge, easement,
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property
(including, without limitation, any conditional sale or other title retention
agreement having substantially the same economic effect as any of the
foregoing).

            "Market Price" means, as of a particular date, the average of the
daily VWAP on each of the five (5) consecutive Trading Days occurring
immediately prior to (but not including) such date.

            "Material Adverse Effect" means an effect that is material and
adverse to (i) the consolidated business, properties, assets, operations,
results of operations, financial condition, credit worthiness or prospects of
the Company and the Company Subsidiaries taken as a whole, (ii) the ability of
the Company to perform its obligations under this Agreement or the other
Transaction Documents (as defined below) or (iii) the rights and benefits to
which an Investor is entitled under this Agreement and the other Transaction
Documents.

            "Material Contracts" means, as to the Company, any agreement
required pursuant to Item 601 of Regulation S-B or Item 601 of Regulation S-K,
as applicable, promulgated under the Securities Act to be filed as an exhibit to
any report, schedule, registration statement or definitive proxy statement filed
or required to be filed by the Company with the Commission under the Exchange
Act or any rule or regulation promulgated thereunder, and any and all
amendments, modifications, supplements, renewals or restatements thereof.

            "NASD" means the National Association of Securities Dealers, Inc.

                                       4


            "Pension Plan" means an employee benefit plan (as defined in ERISA)
maintained by the Company for employees of the Company or any of its Affiliates.

            "Permitted Liens" means the following:

            (a) encumbrances consisting of easements, rights-of-way, zoning
restrictions or other restrictions on the use of Real Property or imperfections
to title that do not (individually or in the aggregate) materially impair the
ability of the Company or any of the Company Subsidiaries to use such Property
in its businesses, and none of which is violated in any material respect by
existing or proposed structures or land use;

            (b) Liens for taxes, assessments or other governmental charges
(including without limitation in connection with workers' compensation and
unemployment insurance) that are not delinquent or which are being contested in
good faith by appropriate proceedings, which proceedings have the effect of
preventing the forfeiture or sale of the Property subject to such Liens, and for
which adequate reserves (as determined in accordance with GAAP) have been
established; and

            (c) Liens of mechanics, materialmen, warehousemen, carriers,
landlords or other similar statutory Liens securing obligations that are not yet
due and are incurred in the ordinary course of business or which are being
contested in good faith by appropriate proceedings, which proceedings have the
effect of preventing the forfeiture or sale of the Property subject to such
Liens, for which adequate reserves (as determined in accordance with GAAP) have
been established.

            "Person" means any individual, corporation, trust, association,
company, partnership, joint venture, limited liability company, joint stock
company, Governmental Authority or other entity.

            "Principal Market" means the principal exchange, market or quotation
system on which the Common Stock is listed, traded or quoted.

            "Property" means property and/or assets of all kinds, whether real,
personal or mixed, tangible or intangible (including, without limitation, all
rights relating thereto).

            "Pro Rata Share" means, with respect to an Investor, the ratio
determined by dividing (i) the number of Shares purchased hereunder by such
Investor by (ii) the aggregate number of Shares purchased hereunder by all of
the Investors.

            "Property Material Adverse Effect" means any material adverse effect
on or with respect to any of the geographical areas described under the heading
"major properties" (or otherwise described) in Item 2 (or a comparable section)
of the Company's annual report on Form 10-KSB most recently filed by the Company
prior to the date this representation is made, or any such geographical area
that will be required to be described in the next annual report on Form 10-KSB
or Form 10-K to be filed by the Company after the Execution Date.

                                       5


            "Purchase Price" means, with respect to an Investor, the number of
Shares purchased by such Investor at the Closing times forty cents ($0.40).

            "Real Property" has the meaning specified in Section 3.22 hereof.

            "Registrable Securities" has the meaning set forth in the
Registration Rights Agreement.

            "Rule 144" means Rule 144 under the Securities Act or any successor
provision.

            "SEC Documents" means all reports, schedules, registration
statements and definitive proxy statements that the Company was required to file
with the Commission on or after December 31, 2003.

            "Securities" has the meaning specified in the preamble to this
Agreement.

            "Subsequent Placement" means the issuance, sale, exchange, or
reservation for issuance of (i) any shares of Common Stock, (ii) any other
equity security of the Company, including without limitation shares of preferred
stock, (iii) any other security of the Company which by its terms is convertible
into or exchangeable or exercisable for any equity security of the Company, or
(iv) any option, warrant or other right to subscribe for, purchase, sell or
otherwise acquire or transfer an economic or ownership interest in any such
security described in the foregoing clauses (i) through (iii).

            "Subsidiary" means, with respect to any Person, any corporation or
other entity of which at least a majority of the outstanding shares of stock or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors (or Persons performing similar
functions) of such corporation or entity (regardless of whether or not at the
time, in the case of a corporation, stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more of its Subsidiaries or by such Person and one or more
of its Subsidiaries.

            "Trading Day" means any day on which the Common Stock is purchased
and sold on the Principal Market.

            "Transaction Documents" means, collectively, this Agreement, the
Registration Rights Agreement, and delivered by or on behalf of the Company or
any of its officers at the Closing.

            "VWAP" on a Trading Day means the volume weighted average price of
the Common Stock for such Trading Day on the Principal Market as reported by
Bloomberg Financial Markets or, if Bloomberg Financial Markets is not then
reporting such prices, by a comparable reporting service of national reputation
selected by the Investors and reasonably satisfactory to the Company. If the
VWAP cannot be calculated for the Common Stock on such Trading Day on any of the

                                       6


foregoing bases, then the Company shall submit such calculation to an
independent investment banking firm of national reputation reasonably acceptable
to each Investor, and shall cause such investment banking firm to perform such
determination and notify the Company and each Investor of the results of
determination no later than two (2) Business Days from the time such calculation
was submitted to it by the Company. All such determinations shall be
appropriately adjusted for any stock dividend, stock split or other similar
transaction during such period.

      1.3 Other Definitional Provisions. All definitions contained in this
Agreement are equally applicable to the singular and plural forms of the terms
defined. The words "hereof", "herein" and "hereunder" and words of similar
import referring to this Agreement refer to this Agreement as a whole and not to
any particular provision of this Agreement.

2. REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR.

      Each Investor (with respect to itself only) hereby represents and warrants
to the Company and agrees with the Company that, as of the Execution Date:

      2.1 Authorization; Enforceability. Such Investor is duly and validly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization as set forth below such
Investor's name on the signature page hereof with the requisite corporate power
and authority to purchase the Shares and Warrant to be purchased by it hereunder
and to execute and deliver this Agreement and the other Transaction Documents to
which it is a party. This Agreement constitutes, and upon execution and delivery
thereof, each other Transaction Document to which such Investor is a party will
constitute, such Investor's valid and legally binding obligation, enforceable in
accordance with its terms, subject to (i) applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally and (ii) general principles of equity.

      2.2 Accredited Investor. Such Investor (i) is an "accredited investor" as
that term is defined in Rule 501 of Regulation D, (ii) was not formed or
organized for the specific purpose of making an investment in the Company, and
(iii) is acquiring the Securities solely for its own account and not with a
present view to the public resale or distribution of all or any part thereof,
except pursuant to sales that are registered under, or exempt from the
registration requirements of, the Securities Act and/or sales registered under
the Securities Act; provided, however, that in making such representation, such
Investor does not agree to hold the Securities for any minimum or specific term
and reserves the right to sell, transfer or otherwise dispose of the Securities
at any time in accordance with the provisions of this Agreement and with Federal
and state securities laws applicable to such sale, transfer or disposition. Such
Investor can bear the economic risk of a total loss of its investment in the
Securities and has such knowledge and experience in business and financial
matters so as to enable it to understand the risks of and form an investment
decision with respect to its investment in the Securities.

      2.3 Information. The Company has, prior to the Execution Date, provided
such Investor with information regarding the business, operations and financial
condition of the Company and has, prior to the Execution Date, granted to such
Investor the opportunity to ask questions of and receive answers from
representatives of the Company, its officers, directors, employees and agents

                                       7


concerning the Company in order for such Investor to make an informed decision
with respect to its investment in the Shares and Warrants. Neither such
information nor any other investigation conducted by such Investor or any of its
representatives shall modify, amend or otherwise affect such Investor's right to
rely on the Company's representations and warranties contained in this
Agreement.

      2.4 Limitations on Disposition. Such Investor acknowledges that, except as
provided in the Registration Rights Agreement, the Securities have not been and
are not being registered under the Securities Act and may not be transferred or
resold without registration under the Securities Act or unless pursuant to an
exemption therefrom.

      2.5 Legend. Such Investor understands that the certificates representing
the Securities may bear at issuance a restrictive legend in substantially the
following form:

      "The securities represented by this certificate have not been registered
      under the Securities Act of 1933, as amended (the "Securities Act"), or
      the securities laws of any state, and may not be offered or sold unless a
      registration statement under the Securities Act and applicable state
      securities laws shall have become effective with regard thereto, or an
      exemption from registration under the Securities Act and applicable state
      securities laws is available in connection with such offer or sale."

            Notwithstanding the foregoing, it is agreed that, as long as (A) the
resale or transfer (including without limitation a pledge) of any of the
Securities is registered pursuant to an effective registration statement, (B)
such Securities have been sold pursuant to Rule 144, subject to receipt by the
Company of customary documentation reasonably acceptable to the Company in
connection therewith, or (C) such Securities are eligible for resale under Rule
144(k) or any successor provision, such Securities shall be issued without any
legend or other restrictive language and, with respect to Securities upon which
such legend is stamped, the Company shall issue new certificates without such
legend to the holder upon request.

      2.6 Reliance on Exemptions. Such Investor understands that the Securities
are being offered and sold to it in reliance upon specific exemptions from the
registration requirements of U.S. federal and state securities laws and that the
Company is relying upon the truth and accuracy of the representations and
warranties of such Investor set forth in this Section 2 in order to determine
the availability of such exemptions and the eligibility of such Investor to
acquire the Securities. Such Investor acknowledges that it did not purchase the
Securities based upon any advertisement in any publication of general
circulation.

      2.7 Non-Affiliate Status; Common Stock Ownership. Such Investor is not an
Affiliate of the Company or of any other Investor and is not acting in
association or concert with any other Person in regard to its purchase of the
Securities or otherwise in respect of the Company. Such Investor's investment in
the Securities is not for the purpose of acquiring, directly or indirectly,
control of, and it has no intent to acquire or exercise control of, the Company
or to influence the decisions or policies of the Board of Directors.

                                       8


      2.8 Fees. Such Investor is not obligated to pay any compensation or other
fee, cost or related expenditure to any underwriter, broker, agent or other
representative in connection with the transactions contemplated hereby.

      2.9 No Conflicts. The execution and performance of this Agreement and the
other Transaction Documents to which it is a party do not conflict in any
material respect with any agreement to which such Investor is a party or is
bound thereby, any court order or judgment applicable to such Investor, or the
constituent documents of such Investor.

      2.10 No Governmental Review. Such Investor understands that no U.S.
federal or state agency or any other Governmental Authority has passed on or
made any recommendation or endorsement of the Securities or the fairness or
suitability of the investment in the Securities nor have such authorities passed
upon the accuracy of any information provided to such Investor or made any
finding or determination as to the merits of the offering of the Securities.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents
and warrants to each Investor and agrees with each Investor that, as of the
Execution Date:

      3.1 Organization, Good Standing and Qualification. Each of the Company and
each of its Subsidiaries (collectively, the "Company Subsidiaries") is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization and has all requisite power
and authority to carry on its business as now conducted. Each of the Company and
the Company Subsidiaries is duly qualified to transact business and is in good
standing in each jurisdiction in which it conducts business except where the
failure so to qualify has not had or would not reasonably be expected to have a
Material Adverse Effect.

      3.2 Authorization; Consents. The Company has the requisite corporate power
and authority to enter into and perform its obligations under the Transaction
Documents, to issue and sell the Shares and the Warrants to the Investors in
accordance with the terms hereof and thereof, and to issue the Warrant Shares
upon exercise of the Warrants. All corporate action on the part of the Company
by its officers, directors and shareholders necessary for the authorization,
execution and delivery of, and the performance by the Company of its obligations
under, the Transaction Documents has been taken, and no further consent or
authorization of the Company, its Board of Directors, shareholders, any
Governmental Authority or organization (other than such approval as may be
required under the Securities Act and applicable state securities laws in
respect of the Registration Rights Agreement), or any other person or entity is
required (pursuant to any rule of the NASD or otherwise). The Board of Directors
has determined that the issuance and sale of the Securities, and the
consummation of the transactions contemplated hereby and by the other
Transaction Documents (including without limitation the issuance of Warrant
Shares in accordance with the terms of the Warrants), are in the best interests
of the Company.

      3.3 Enforcement. This Agreement has been and, at or prior to the Closing,
each other Transaction Document to be delivered at the Closing will be, duly
executed and delivered by the Company. This Agreement constitutes and, upon the

                                       9


execution and delivery thereof by the Company, each other Transaction Document
will constitute the valid and legally binding obligation of the Company,
enforceable against it in accordance with its terms, subject to (i) applicable
bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other
similar laws of general application relating to or affecting the enforcement of
creditors' rights generally and (ii) general principles of equity.

      3.4 Disclosure Documents; Agreements; Financial Statements; Other
Information. The Company is subject to the reporting requirements of the
Exchange Act and. except as described on Schedule 3.4, has filed with the
Commission all SEC Documents. Except as described on Schedule 3.4, the Company
is not aware of any event occurring or expected to occur on or prior to the
Closing Date (other than the transactions effected hereby) that would require
the filing of, or with respect to which the Company intends to file, a Form 8-K
after the Closing. Except as described on Schedule 3.4, each SEC Document, as of
the date of the filing thereof with the Commission (or if amended or superseded
by a filing prior to the Execution Date, then on the date of such amending or
superseding filing), complied in all material respects with the requirements of
the Securities Act or Exchange Act, as applicable, and the rules and regulations
promulgated thereunder and, as of the date of such filing (or if amended or
superseded by a filing prior to the Execution Date, then on the date of such
filing), such SEC Document (including all exhibits and schedules thereto and
documents incorporated by reference therein) did not contain an untrue statement
of material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. All documents required to be filed as
exhibits to the SEC Documents have been filed as required. Except as set forth
in the Disclosure Documents, the Company has no liabilities, contingent or
otherwise, other than liabilities incurred in the ordinary course of business
which, under GAAP, are not required to be reflected in the financial statements
included in the Disclosure Documents and which, individually or in the
aggregate, are not material to the consolidated business or financial condition
of the Company and its Subsidiaries taken as a whole. As of their respective
dates, the financial statements of the Company included in the SEC Documents
complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission with
respect thereto. Such financial statements have been prepared in accordance with
GAAP consistently applied at the times and during the periods involved (except
(i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may exclude footnotes or may be condensed or summary statements) and fairly
present in all material respects the financial position of the Company as of the
dates thereof and the results of its operations and cash flows for the periods
then ended (subject, in the case of unaudited statements, to normal year-end
adjustments). The Company will prepare the financial statements to be included
in any reports, schedules, registration statements and definitive proxy
statements that the Company is required to file or files with the Commission
after the date hereof in accordance with GAAP (except in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements).

      3.5 Capitalization; Debt Schedule. The capitalization of the Company,
including its authorized capital stock, the number of shares issued and
outstanding, the number of shares issuable and reserved for issuance pursuant to
the Company's stock option plans and agreements, the number of shares issuable
and reserved for issuance pursuant to securities (other than the Warrants)
exercisable for, or convertible into or exchangeable for any shares of Common
Stock and the number of shares initially to be reserved for issuance upon
exercise of the Warrants, is set forth on Schedule 3.5 hereto. All outstanding
shares of capital stock of the Company have been, or upon issuance will be,
validly issued, fully paid and non-assessable. Except as disclosed on Schedule

                                       10


3.5 hereto, the Company or a Company Subsidiary owns all of the capital stock of
each Company Subsidiary, which capital stock is validly issued, fully paid and
non-assessable, and no shares of the capital stock of the Company or any of its
Subsidiaries are subject to preemptive rights or any other similar rights of the
shareholders of the Company or any such Subsidiary or any Liens created by or
through the Company or any such Subsidiary. Except as disclosed on Schedule 3.5
or as contemplated herein, there are no outstanding options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into or exercisable or
exchangeable for, any shares of capital stock of the Company or any of its
Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is
or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries (whether pursuant to anti-dilution, "reset" or other
similar provisions). Schedule 3.5 identifies all Debt of the Company and its
Subsidiaries currently outstanding in excess of $100,000 as of the date hereof.

      3.6 Due Authorization; Valid Issuance. The Shares are duly authorized and
reserved for issuance and, when issued in accordance with the terms of this
Agreement, will be duly and validly issued, fully paid and nonassessable, free
and clear of any Liens imposed by or through the Company. The Warrants are duly
authorized and, when issued, sold and delivered in accordance with the terms
hereof, will be duly and validly issued, fully paid and nonassessable, free and
clear of any Liens imposed by or through the Company. The Warrant Shares
issuable under the Warrants are duly authorized and reserved for issuance and,
when issued in accordance with the terms of the Warrants, will be duly and
validly issued, fully paid and nonassessable, free and clear of any Liens
imposed by or through the Company. Assuming the accuracy of each Investor's
representations contained herein, the issuance and sale of the Shares and
Warrants under this Agreement will be effected in compliance with all applicable
Federal and state securities laws.

      3.7 No Conflict. Neither the Company nor any of the Company Subsidiaries
is in violation of any provisions of its charter, Bylaws or any other governing
document. Except as set forth on Schedule 3.7, neither the Company nor any of
the Company Subsidiaries is in violation of or in default (and no event has
occurred which, with notice or lapse of time or both, would constitute a
default) under any provision of any instrument or contract to which it is a
party or by which it or any of its Property is bound, or in violation of any
provision of any Governmental Requirement applicable to the Company or any
Company Subsidiary, except for any violation or default that has not had or
would not reasonably be expected to have a Material Adverse Effect. Except as
set forth on Schedule 3.7, the (i) execution, delivery and performance of this
Agreement and the other Transaction Documents and (ii) consummation of the
transactions contemplated hereby and thereby (including without limitation, the
issuance of the Shares and the Warrants and the reservation for issuance and
issuance of the Warrant Shares) will not result in any violation of any
provisions of the Company's or any Company Subsidiary's charter, Bylaws or any
other governing document or in a default under any provision of any instrument
or contract to which it is a party or by which it or any of its Property is
bound, or in violation of any provision of any Governmental Requirement
applicable to the Company or any Company Subsidiary or be in conflict with or
constitute, with or without the passage of time and giving of notice, either a
default under any such provision, instrument or contract or an event which
results in the creation of any Lien upon any assets of the Company or of any of
the Company Subsidiaries or the triggering of any preemptive or anti-dilution
rights (including without limitation pursuant to any "reset" or similar
provisions) or rights of first refusal or first offer, or any other rights that
would allow or permit the holders of the Company's securities to purchase shares
of Common Stock or other securities of the Company (whether pursuant to a
shareholder rights plan provision or otherwise), on the part of holders of the
Company's securities.

                                       11


      3.8 Financial Condition; Taxes; Litigation.

            3.8.1 Except as set forth on Schedule 3.8.1 hereto, the financial
condition of the Company and each Company Subsidiary is, in all material
respects, as described in the Disclosure Documents, except for changes in the
ordinary course of business and normal year-end adjustments that are not, in the
aggregate, materially adverse to the consolidated business or financial
condition of the Company and its Subsidiaries taken as a whole. Except as set
forth on Schedule 3.8.1 hereto, there has been no (i) material adverse change to
the business, operations, properties, financial condition, prospects or results
of operations of the Company and its Subsidiaries taken as a whole since the
date of the Company's most recent audited financial statements contained in the
Disclosure Documents or (ii) change by the Company in its accounting principles,
policies and methods except as required by changes in GAAP.

            3.8.2 Except as set forth on Schedule 3.8.2 hereto, the Company and
each of the Company Subsidiaries has prepared in good faith and duly and timely
filed all tax returns required to be filed by it and such returns are complete
and accurate in all material respects and the Company and each of the Company
Subsidiaries has paid all taxes required to have been paid by it, except for
taxes which it reasonably disputes in good faith or the failure of which to pay
has not had or would not reasonably be expected to have a Material Adverse
Effect. Except as set forth on Schedule 3.8.2 hereto, neither the Company nor
any Company Subsidiary has any liability with respect to taxes that accrued on
or before the date of the most recent balance sheet of the Company included in
the Disclosure Documents in excess of the amounts accrued with respect thereto
that are reflected on such balance sheet.

            3.8.3 Except as set forth on Schedule 3.8.3 hereto, neither the
Company nor any of its Subsidiaries is the subject of any pending or, to the
Company's knowledge, threatened inquiry, investigation or administrative or
legal proceeding by the Internal Revenue Service, the taxing authorities of any
state or local jurisdiction, the Commission, the NASD, any state securities
commission or other Governmental Authority.

            3.8.4 Except as set forth on Schedule 3.8.4 hereto, there is no
material claim, litigation or administrative proceeding pending, or, to the
Company's knowledge, threatened or contemplated, against the Company or any of
the Company Subsidiaries, or against any officer, director or employee of the
Company or any such Subsidiary in connection with such person's employment
therewith. Neither the Company nor any of the Company Subsidiaries is a party to
or subject to the provisions of, any order, writ, injunction, judgment or decree
of any court or Government Authority which has had or would reasonably be
expected to have a Material Adverse Effect.

                                       12


      3.9 Form SB-2. The Company is eligible to register all Conversion Shares
and Warrant Shares issuable hereunder and under the Warrants for resale in a
secondary offering by each Investor on a registration statement on Form SB-2
under the Securities Act. To the Company's knowledge, and except as otherwise
set forth on Schedule 3.9, there exist no facts or circumstances (including
without limitation any required approvals or waivers of any circumstances that
may delay or prevent the obtaining of accountant's consents) that could
reasonably be expected to prohibit or delay the preparation, filing or
effectiveness of such registration statement.

      3.10 Acknowledgement of Dilution. The Company acknowledges that the
issuance of Warrant Shares upon exercise of the Warrants may result in dilution
of the outstanding shares of Common Stock, which dilution may be substantial
under certain market conditions. The Company further acknowledges that its
obligation to issue Warrant Shares upon exercise of the Warrants in accordance
with the terms of the Warrants is unconditional (other than with respect to the
conditions set forth in the Warrants) regardless of the effect of any such
dilution.

      3.11 Intellectual Property. Except as set forth in Schedule 3.11:

            (a) The Company and the Company Subsidiaries own, free and clear of
claims or rights or any other Person, with full right to use, sell, license,
sublicense, dispose of, and bring actions for infringement of, or, to the
knowledge of the Company, has acquired licenses or other rights to use, all
Intellectual Property necessary for the conduct of its business as presently
conducted (other than with respect to software which is generally commercially
available and not used or incorporated into the Company's products and open
source software which may be subject to one or more "general public" licenses).
All works that are used or incorporated into the Company's or the Company
Subsidiaries' services, products or services or products actively under
development and which is proprietary to the Company or such Subsidiary was
developed by or for the Company or the Company Subsidiaries by the current or
former employees, consultants or independent contractors of the Company or the
Company Subsidiaries or purchased or licensed by the Company or one or more of
the Company Subsidiaries.

            (b) The business of the Company and the Company Subsidiaries as
presently conducted and the production, marketing, licensing, use and servicing
of any products or services of the Company and the Company Subsidiaries do not,
to the knowledge of the Company, infringe or conflict with any patent,
trademark, copyright, or trade secret rights of any third parties or any other
Intellectual Property of any third parties in any material respect. Neither the
Company nor any of the Company Subsidiaries has received written notice from any
third party asserting that any Intellectual Property owned or licensed by the
Company or the Company Subsidiaries, or which the Company or any of the Company
Subsidiaries otherwise has the right to use, is invalid or unenforceable by the
Company or such Subsidiary and, to the Company's knowledge, there is no valid
basis for any such claim (whether or not pending or threatened).

            (c) No claim is pending or, to the Company's knowledge, threatened
against the Company or any of the Company Subsidiaries nor has the Company or
any of the Company Subsidiaries received any written notice or other written
claim from any Person asserting that any of the Company's or the Company
Subsidiaries' present or contemplated activities infringe or may infringe in any
material respect any Intellectual Property of such Person, and the Company is
not aware of any infringement by any other Person of any material rights of the
Company or any of the Company Subsidiaries under any Intellectual Property
Rights.

                                       13


            (d) All licenses or other agreements under which the Company or any
of the Company Subsidiaries is granted Intellectual Property (excluding licenses
to use software utilized in the Company's or such Subsidiary's internal
operations and which is generally commercially available) are in full force and
effect and, to the Company's knowledge, there is no material default by any
party thereto. The Company has no reason to believe that the licensors under
such licenses and other agreements do not have and did not have all requisite
power and authority to grant the rights to the Intellectual Property purported
to be granted thereby.

            (e) All licenses or other agreements under which the Company or any
of the Company Subsidiaries has granted rights to Intellectual Property to
others (including all end-user agreements) since January 1, 2004, are in full
force and effect, there has been no material default by the Company or any of
the Company Subsidiaries thereunder and, to the Company's knowledge, there is no
material default of any provision thereof relating to Intellectual Property by
any other party thereto.

            (f) The Company and the Company Subsidiaries have taken all steps
required in accordance with commercially reasonable business practice to
establish and preserve their ownership in their owned Intellectual Property and
to keep confidential all material technical information developed by or
belonging to the Company or the Company Subsidiaries which has not been patented
or copyrighted. To the Company's knowledge, neither the Company nor any of the
Company Subsidiaries is making any unlawful use of any Intellectual Property of
any other Person, including, without limitation, any former employer of any past
or present employees of the Company or any of the Company Subsidiaries. To the
Company's knowledge, neither the Company, any of the Company Subsidiaries nor
any of their respective employees has any agreements or arrangements with former
employers of such employees relating to any Intellectual Property of such
employers, which materially interfere or conflict with the performance of such
employee's duties for the Company or the Company Subsidiaries or result in any
former employers of such employees having any rights in, or claims on, the
Company's or any of the Company Subsidiaries' Intellectual Property. Each
current employee of the Company and of each of the Company Subsidiaries has
executed agreements regarding confidentiality, proprietary information and
assignment of inventions and copyrights to the Company or the Company
Subsidiaries, each independent contractor or consultant of the Company and of
each of the Company Subsidiaries has executed agreements regarding
confidentiality and proprietary information, and neither the Company nor any of
the Company Subsidiaries has received written notice that any employee,
consultant or independent contractor is in violation of any agreement or in
breach of any agreement or arrangement with former or present employers relating
to proprietary information or assignment of inventions. Without limiting the
foregoing: (i) the Company and each of the Company Subsidiaries has taken
reasonable security measures to guard against unauthorized disclosure or use of
any of its Intellectual Property that is confidential or proprietary; and (ii)
the Company has no reason to believe that any Person (including, without
limitation, any former employee or consultant of the Company or of any of the
Company Subsidiaries) has unauthorized possession of any of its Intellectual
Property, or any part thereof, or that any Person has obtained unauthorized
access to any of its Intellectual Property. The Company and each of the Company
Subsidiaries has complied in all material respects with its respective
obligations pursuant to all agreements relating to Intellectual Property rights
that are the subject of licenses granted by third parties, except for any
non-compliance that has not had or would not reasonably be expected to have a
Material Adverse Effect.

                                       14


      3.12 Registration Rights; Rights of Participation. Except as described on
Schedule 3.12 hereto, (A) the Company has not granted or agreed to grant to any
person or entity any rights (including "piggy-back" registration rights) to have
any securities of the Company registered with the Commission or any other
governmental authority which has not been satisfied in full prior or waived to
the date hereof and (B) no person or entity, including, but not limited to,
current or former shareholders of the Company, underwriters, brokers, agents or
other third parties, has any right of first refusal, preemptive right, right of
participation, anti-dilutive right or any similar right to participate in, or to
receive securities or other assets of the Company solely as a result of the
transactions contemplated by this Agreement or the other Transaction Documents.

      3.13 Solicitation; Other Issuances of Securities. Neither the Company nor
any of its Subsidiaries or Affiliates, nor any person acting on its or their
behalf, (i) has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the offer or
sale of the Securities, or (ii) has, directly or indirectly, made any offers or
sales of any security or the right to purchase any security, or solicited any
offers to buy any security or any such right, under circumstances that would
require registration of the Securities under the Securities Act.

      3.14 Fees. Except as described on Schedule 3.14 hereto, the Company is not
obligated to pay any brokers, finders or financial advisory fees or commissions
to any underwriter, broker, agent or other representative in connection with the
transactions contemplated hereby. The Company will indemnify and hold harmless
such Investor from and against any claim by any person or entity alleging that
such Investor is obligated to pay any such compensation, fee, cost or related
expenditure in connection with the transactions contemplated hereby.

      3.15 Foreign Corrupt Practices. Neither the Company, any of the Company
Subsidiaries nor, to the knowledge of the Company, any director, officer, agent,
employee or other person acting on behalf of the Company or any of the Company
Subsidiaries, has (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity,
(ii) made any direct or indirect unlawful payment to any foreign or domestic
government official or employee, or (iii) violated any provision of the Foreign
Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

      3.16 Key Employees. Each of the Company's executive officers (as defined
in Rule 501(f) of the Securities Act) (each, a "Key Employee") is currently
serving in the capacity described in the Disclosure Documents. The Company has
no knowledge of any fact or circumstance (including without limitation (i) the
terms of any agreement to which such person is a party or any litigation in
which such person is or may become involved and (ii) any illness or medical
condition that could reasonably be expected to result in the disability or
incapacity of such person) that would limit or prevent any such person from
serving in such capacity on a full-time basis in the foreseeable future, or of
any intention on the part of any such person to limit or terminate his or her
employment with the Company. To the knowledge of the Company, no Key Employee
has borrowed money pursuant to a currently outstanding loan that is secured by
Common Stock or any right or option to receive Common Stock.

                                       15


      3.17 Employee Matters. There is no strike, labor dispute or union
organization activities pending or, to the knowledge of the Company, threatened
between it and its employees. No employees of the Company belong to any union or
collective bargaining unit. The Company has complied in all material respects
with all applicable federal and state equal opportunity and other laws related
to employment.

      3.18 Environment. Except as disclosed in the Disclosure Documents, the
Company and the Company Subsidiaries have no liabilities under any Environmental
Law, nor, to the Company's knowledge, do any factors exist that are reasonably
likely to give rise to any such liability, affecting any of the properties owned
or leased by the Company or any of the Company Subsidiaries that, individually
or in the aggregate, has had or would reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any of the Company Subsidiaries has
violated any Environmental Law applicable to it now or previously in effect,
other than such violations or infringements that, individually or in the
aggregate, have not had and would not reasonably be expected to have a Material
Adverse Effect.

      3.19 ERISA. Except as described on Schedule 3.19, the Company does not
maintain or contribute to, or have any obligation under, any Pension Plan. The
Company is in compliance in all material respects with the presently applicable
provisions of ERISA and the United States Internal Revenue Code of 1986, as
amended, with respect to each Pension Plan except in any such case for any such
matters that, individually or in the aggregate, have not had, and would not
reasonably be expected to have, a Material Adverse Effect.

      3.20 Disclosure. The representations, warranties and written statements
contained in this Agreement and the other Transaction Documents and in the
certificates, exhibits and schedules delivered to such Investor by the Company
pursuant to this Agreement and the other Transaction Documents and in connection
with such Investor's due diligence investigation of the Company, do not contain
any untrue statement of a material fact, and do not omit to state a material
fact required to be stated therein or necessary in order to make such
representations, warranties or statements not misleading in light of the
circumstances under which they were made. Neither the Company nor any Person
acting on its behalf or at its direction has provided such Investor with
material non-public information other than the terms of the transactions
contemplated hereby. Following the issuance of a press release in accordance
with Section 4.1(c) hereof, to the Company's knowledge, such Investor will not
possess any material non-public information concerning the Company that was
provided to such Investor by the Company or its agents or representatives. The
Company acknowledges that such Investor is relying on the representations,
acknowledgments and agreements made by the Company in this Section 3.20 and
elsewhere in this Agreement in making trading and other decisions concerning the
Company's securities.

      3.21 Insurance. The Company maintains insurance for itself and the Company
Subsidiaries in such amounts and covering such losses and risks as is reasonably
sufficient and customary in the businesses in which the Company and the Company
Subsidiaries are engaged. As of the date hereof and as of the Closing Date, no

                                       16


notice of cancellation has been received for any of such policies and the
Company is in compliance in all material respects with all of the terms and
conditions thereof. The Company has no reason to believe that it will not be
able to renew its existing insurance coverage as and when such coverage expires
or to obtain similar coverage from similar insurers as may be necessary to
continue to conduct its business as currently conducted without a significant
increase in cost. Without limiting the generality of the foregoing, the Company
maintains Director's and Officer's insurance in an amount not less than $10
million for each covered occurrence.

      3.22 Personal Property. The Company and the Company Subsidiaries have good
and marketable title to all personal Property owned by them, in each case free
and clear of all Liens, except for Permitted Liens or as described on Schedule
3.22 hereto. Any personal Property held under lease by the Company and the
Company Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the
use made or proposed to be made of such Property by the Company and the Company
Subsidiaries.

      3.22A Real Property. Schedule 3.22A contains a complete and correct list
of all the real property, facilities and oil, gas and other mineral drilling,
exploration and development rights, concessions, working interests and
participation interests that (i) are leased or otherwise owned or possessed by
the Company or any of the Company Subsidiaries, (ii) in connection with which
the Company or any of the Company Subsidiaries has entered into an option
agreement, participation agreement or acquisition and drilling agreement or
(iii) the Company or any of the Company Subsidiaries has agreed (or has an
option) to lease or otherwise acquire or may be obligated to lease or otherwise
acquire in connection with the conduct of its business (collectively, the "Real
Property"). The Company and the Company Subsidiaries have good and marketable
title in fee simple to all Real Property owned by them. Schedule 3.22A also
contains a complete and correct list of all leases and other agreements with
respect to which the Company or any of the Company Subsidiaries is a party or
otherwise bound or affected with respect to the Real Property, except easements,
rights of way, access agreements, surface damage agreements, surface use
agreements or similar agreements that pertain to Real Property that is contained
wholly within the boundaries of any owned or leased Real Property otherwise
described on Schedule 3.22A (the "Real Property Leases"). The lists of Real
Property and Real Property Leases included in Schedule 3.22A do not contain any
material non-public information. Except as set forth in Schedule 3.22A, the
Company is the legal and equitable owner of a leasehold interest in all of the
Real Property that is producing oil, gas, minerals and/or other hydrocarbons at
the time this representation is made ("Producing Property"), and possesses good,
marketable and defensible title thereto, free and clear of all Liens (other than
Permitted Liens) and other matters affecting title to such leasehold that could
impair the ability of the Company and the Company Subsidiaries to realize the

                                       17



benefits of the rights provided to any of them under the Real Property Leases.
Except with respect to the Owned Real Property, the Company is the legal and
equitable owner of a leasehold interest in all of the Real Property that is not
Producing Property and, except as could not reasonably be expected, individually
or in the aggregate, to have any of a Material Adverse Effect or a Property
Material Adverse Effect, possesses good, marketable and defensible title
thereto, free and clear of all Liens (other than Permitted Liens) and other
matters affecting title to such leasehold that could impair the ability of the
Company and the Company Subsidiaries to realize the benefits of the rights
provided to any of them under the Real Property Leases. All of the Real Property
Leases with respect to Producing Property are valid and in full force and effect
and are enforceable against all parties thereto, (ii) neither the Company nor
any of the Company Subsidiaries nor, to the Company's knowledge, any other party
thereto is in default in any material respect under any of such Real Property
Leases and (iii) no event has occurred which with the giving of notice or the
passage of time or both could constitute a default under, or otherwise give any
party the right to terminate, any of such Real Property Leases, or could
adversely affect the Company's or any of the Company Subsidiaries' interest in
and title to the Real Property subject to any of such Real Property Leases.
Except as could not reasonably be expected, individually or in the aggregate, to
have any of a Material Adverse Effect or a Property Material Adverse Effect, (i)
all of the Real Property Leases with respect to all of the Real Property that is
not Producing Property are valid and in full force and effect and are
enforceable against all parties thereto, (ii) neither the Company nor any of the
Company Subsidiaries nor, to the Company's knowledge, any other party thereto is
in default under any of such Real Property Leases and (iii) no event has
occurred which with the giving of notice or the passage of time or both could
constitute a default by the Company or the Company Subsidiaries under, or
otherwise give any party the right to terminate, any of such Real Property
Leases, or could adversely affect the Company's or any of the Company
Subsidiaries' interest in and title to the Real Property subject to any of such
Real Property Leases. No Real Property Lease is subject to termination,
modification or acceleration as a result of the transactions contemplated
hereby. Except as set forth in Schedule 3.22A, all of the Real Property Leases
will remain in full force and effect upon, and permit, the consummation of the
transactions contemplated hereby. Except as could not reasonably be expected,
individually or in the aggregate, to have either a Material Adverse Effect or a
Property Material Adverse Effect, the Real Property are permitted for their
present uses under applicable zoning laws, are permitted conforming structures
and comply with all applicable building codes, ordinances and other similar
legal requirements. Except as set forth on Schedule 3.22A, there are no pending
or, to the knowledge of the Company, threatened condemnation, eminent domain or
similar proceedings, or litigation or other proceedings affecting the Real
Property, or any portion or portions thereof. Except as set forth on Schedule
3.22A, to the knowledge of the Company, there are no pending or threatened
requests, applications or proceedings to alter or restrict any zoning or other
use restrictions applicable to the Real Property that would interfere with the
conduct of the Company's or any of the Company Subsidiaries' business as
conducted at the time this representation is made.

      3.23 Regulatory Permits. The Company and the Company Subsidiaries possess
all certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their respective
businesses, including without limitation, to produce, extract, transport and
sell the oil, gas and other minerals in that portion of Real Property that is
producing oil, gas, minerals and/or other hydrocarbons at the time this
representation is made except where the failure to have any such authorization
or permit would have a Material Adverse Effect or Property Material Adverse
Effect, and neither the Company nor any such Subsidiary has received any notice
of proceedings relating to the revocation or modification of any such
certificate, authorization or permit. Except as set forth in Schedule 3.23 or as
could not reasonably be expected to have a Material Adverse Effect or a Property
Material Adverse Effect, the Company has no reason to believe that it and the
Company Subsidiaries will not be able to obtain necessary Permits as and when
necessary to enable the Company to produce, extract, transport and sell the oil,
gas, minerals and other hydrocarbons in the Real Property.

                                       18


      3.24 Exchange Act Registration. The Company's Common Stock is registered
pursuant to Section 12(g) of the Exchange Act. The Company has taken no action
designed to, or which, to the knowledge of the Company, would reasonably be
expected to have the effect of, terminating the registration of the Common Stock
under the Exchange Act.

      3.25 Investment Company Status. The Company is not, and immediately after
receipt of payment for the Shares and the Warrants issued under this Agreement
will not be, an "investment company" or an entity "controlled" by an "investment
company" within the meaning of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), and shall conduct its business in a manner so
that it will not become subject to the Investment Company Act.

      3.26 Transfer Taxes. No stock transfer or other taxes (other than income
taxes) are required to be paid in connection with the issuance and sale of any
of the Securities, other than such taxes for which the Company has established
appropriate reserves and intends to pay in full on or before the Closing.

      3.27 Sarbanes-Oxley Act; Internal Controls and Procedures. The Company is
in material compliance with any and all applicable requirements of the
Sarbanes-Oxley Act of 2002 and any and all applicable rules and regulations
promulgated by the SEC thereunder that are effective as of the date hereof. The
Company maintains internal accounting controls, policies and procedures, and
such books and records as are reasonably designed to provide reasonable
assurance that (i) all transactions to which the Company or any Subsidiary is a
party or by which its properties are bound are effected by a duly authorized
employee or agent of the Company, supervised by and acting within the scope of
the authority granted by the Company's senior management; (ii) the recorded
accounting of the Company's consolidated assets is compared with existing assets
at regular intervals; and (iii) all transactions to which the Company or any
Company Subsidiary is a party, or by which its properties are bound, are
recorded (and such records maintained) in accordance with all Government
Requirements and as may be necessary or appropriate to ensure that the financial
statements of the Company are prepared in accordance with GAAP.

      3.28 Embargoed Person. None of the funds or other assets of the Company or
the Company Subsidiaries shall constitute property of, or shall be beneficially
owned, directly or indirectly, by any person subject to trade restrictions under
United States law, including, but not limited to, the International Emergency
Economic Powers Act, 50 U.S.C. ss. 1701 et seq., the Trading with the Enemy Act,
50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated
under any such United States laws (each, an "Embargoed Person"), with the result
that the investments evidenced by the Securities are or would be in violation of
law. No Embargoed Person shall have any interest of any nature whatsoever in the
Company or any Subsidiary with the result that the investments evidenced by the
Securities are or would be in violation of law. None of the funds or other
assets of the Company or the Company Subsidiaries shall be derived from any
unlawful activity with the result that the investments evidenced by the
Securities are or would be in violation of law.

                                       19


      3.29 Transactions with Interested Persons. Except as set forth in Schedule
3.29, or as described in the Disclosure Documents, no officer, director or
employee of the Company or any of the Company Subsidiaries is or has made any
arrangements with the Company or any of the Company Subsidiaries to become a
party to any transaction with the Company or any Company Subsidiary (other than
for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

      3.30 Customers and Suppliers. The relationships of the Company and the
Company Subsidiaries with their respective customers and suppliers are
maintained on commercially reasonable terms. Except as set forth on Schedule
3.30 hereto, to the Company's knowledge, no customer or supplier of the Company
or any of the Company Subsidiaries has any plan or intention to terminate its
agreement with the Company or such Subsidiary, which termination would
reasonably be expected to have a Material Adverse Effect.

      3.31 Accountants. The Company's accountants, who the Company expects will
render their opinion with respect to the financial statements to be included in
the Company's Annual Report on Form 10-KSB for the year ended September 30,
2004, are, to the Company's knowledge, independent accountants as required by
the Securities Act.

      3.32 No Other Agreements. The Company has not, directly or indirectly,
entered into any agreement with or granted any right to any Investor relating to
the terms or conditions of the transactions contemplated by the Transaction
Documents, except as expressly set forth in the Transaction Documents.

4. COVENANTS OF THE COMPANY AND EACH INVESTOR.

      4.1 The Company agrees with each Investor that the Company will:

            (a) file a Form D with respect to the Securities issued at the
Closing as and when required under Regulation D and provide a copy thereof to
such Investor promptly after such filing;

            (b) take such action as the Company reasonably determines upon the
advice of counsel is necessary to qualify the Securities for sale under
applicable state or "blue-sky" laws or obtain an exemption therefrom, and shall
promptly provide evidence of any such action to such Investor at such Investor's
request; and

            (c) (i) on or prior to 8:30 a.m. (eastern time) on the Business Day
immediately following the Execution Date, issue a press release disclosing the
material terms of this Agreement and the other Transaction Documents and the
transactions contemplated hereby and thereby, and (ii) on or prior to 5:00 p.m.
(eastern time) on such Business Day, file with the Commission a Current Report
on Form 8-K disclosing the material terms of and including as exhibits this
Agreement and the other Transaction Documents and the transactions contemplated
hereby and thereby; provided, however, that each Investor shall have a

                                       20


reasonable opportunity to review and comment on any such press release or Form
8-K prior to the issuance or filing thereof; and provided, further, that if the
Company fails to issue a press release disclosing the material terms of this
Agreement and the other Transaction Documents within the time frames described
herein, any Investor may issue a press release disclosing such information
without any notice to or consent by the Company. Thereafter, the Company shall
timely file any filings and notices required by the Commission or applicable law
with respect to the transactions contemplated hereby.

      4.2 Existence and Compliance. The Company agrees that it will, while any
Investor holds any Shares or Warrants:

            (a) maintain its corporate existence in good standing;

            (b) comply with all Governmental Requirements applicable to the
operation of its business, except for instances of noncompliance that would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect;

            (c) comply with all agreements, documents and instruments binding on
it or affecting its Properties or business, including, without limitation, all
Material Contracts, except for instances of noncompliance that would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect;

            (d) provide each Investor with copies of all materials sent to its
shareholders at the same time as such materials are delivered to such
shareholders;

            (e) timely file with the Commission all reports required to be filed
pursuant to the Exchange Act and refrain from terminating its status as an
issuer required by the Exchange Act to file reports thereunder even if the
Exchange Act or the rules or regulations thereunder would permit such
termination;

            (f) take commercially reasonable steps to restrict each of the
Company's Key Employees from selling shares of Common Stock until the Effective
Date,, other than in connection with any 10b-5(1) trading plans in effect as of
the Execution Date and disclosed to each Investor in writing prior to such date;
and

            (g) use commercially reasonable efforts to maintain adequate
insurance coverage (including D&O insurance) for the Company and each Company
Subsidiary.

      4.3 Reservation of Common Stock. The Company shall, on the Closing Date,
have authorized and reserved for issuance to the Investors upon exercise of the
Warrants, free from any preemptive rights, and shall keep available at all times
during which any Warrants are outstanding, a number of shares of Common Stock
(the "Reserved Amount") that, on the Closing Date, is not less than the number
of Warrant Shares issuable upon exercise of all of the Warrants issued at the
Closing, in each case without regard to any limitation or restriction on such
exercise that may be set forth in the Warrants. The Reserved Amount shall be
allocated among the Investors in accordance with each Investor's Pro Rata Share.
In the event that an Investor shall sell or otherwise transfer any of such
Investor's Warrants, each transferee shall be allocated a pro rata portion of
such transferor's Reserved Amount. Any portion of the Reserved Amount allocated

                                       21


to any Investor or other Person which no longer holds any Warrants shall be
reallocated to the remaining Investors pro rata based on the number of
Registrable Securities held by such Investors at such time. In the event that
the Reserved Amount is insufficient at any time to cover all of the Registrable
Securities issuable upon the exercise of the Warrants (without regard to any
restriction on such exercise), the Company shall take such action (including
without limitation holding a meeting of its shareholders) to increase the
Reserved Amount to cover all of the Registrable Securities issuable upon such
exercise, such increase to be effective not later than the thirtieth (30th) day
(or sixtieth (60th) day, in the event shareholder approval is required for such
increase) following the Company's receipt of written notice of such deficiency.
While any Warrants are outstanding, the Company shall not reduce the Reserved
Amount without obtaining the prior written consent of each Investor then holding
Warrants.

      4.4 Use of Proceeds. The Company shall use the proceeds from the sale of
the Shares and Warrants as specified on Schedule 4.4 hereof; provided, that the
Company shall not use any of such proceeds (i) to pay any dividend or make any
distribution on any of its securities, or (ii) to repay any loan made to or
incurred by any Key Employee or any other officer or director or Affiliate of
the Company.

      4.5 Transactions with Affiliates. The Company agrees that any transaction
or arrangement between it or any Company Subsidiary and any Affiliate or
employee of the Company shall be effected on an arms' length basis and shall be
approved by the Company's independent directors.

      4.6 Use of Investor Name. Except as may be required by applicable law
and/or this Agreement, the Company shall not use, directly or indirectly, any
Investor's name or the name of any of its Affiliates in any advertisement,
announcement, press release or other similar communication unless it has
received the prior written consent of such Investor for the specific use
contemplated or as otherwise required by applicable law or regulation.

      4.7 Company's Instructions to Transfer Agent. On or prior to the Closing
Date, the Company shall execute and deliver irrevocable written instructions to
the transfer agent for its Common Stock (the "Transfer Agent"), and provide each
Investor with a copy thereof, directing the Transfer Agent (i) to issue
certificates representing Warrant Shares upon exercise of the Warrants and (ii)
to deliver such certificates to such Investor no later than the close of
business on the third (3rd) business day following the related Exercise Date (as
defined in the Warrants), as the case may be. Such certificates may bear legends
pursuant to applicable provisions of this Agreement or applicable law. The
Company shall instruct the transfer agent that, in lieu of delivering physical
certificates representing shares of Common Stock to an Investor upon exercise of
the Warrants, and as long as the Transfer Agent is a participant in the
Depository Trust Company ("DTC") Fast Automated Securities Transfer program, and
such Investor has not informed the Company that it wishes to receive physical
certificates therefor, and no legend is required to appear on any physical
certificate if issued, the transfer agent shall effect delivery of Warrant
Shares by crediting the account of such Investor or its nominee at DTC for the
number of shares for which delivery is required hereunder within the time frame
specified above for delivery of certificates. The Company represents to and
agrees with each Investor that it will not give any instruction to the Transfer
Agent that will conflict with the foregoing instruction or otherwise restrict
such Investor's right to exercise such Investor's Warrant or to receive Warrant
Shares upon exercise of such Investor's Warrant. In the event that the Company's
relationship with the Transfer Agent should be terminated for any reason, the
Company shall use its best efforts to cause the Transfer Agent to continue
acting as transfer agent pursuant to the terms hereof until such time that a
successor transfer agent is appointed by the Company and receives the
instructions described above.

                                       22


      4.8 Limitations on Disposition. No Investor shall sell, transfer, assign
or dispose of any Securities, unless:

            (a) there is then in effect an effective registration statement
under the Securities Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or

            (b) such Investor has notified the Company in writing of any such
disposition, and furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require registration
of such Securities under the Securities Act; provided, however, that no such
opinion of counsel will be required (A) if the sale, transfer or assignment is
made to an Affiliate of such Investor, (B) if the sale, transfer or assignment
is made pursuant to Rule 144 and such Investor provides the Company with
evidence reasonably satisfactory to the Company that the proposed transaction
satisfies the requirements of Rule 144 or (C) in connection with a bona fide
pledge or hypothecation of any Securities under a margin arrangement with a
broker-dealer or other financial institution or the sale of any such Securities
by such broker-dealer or other financial institution following such Investor's
default under such margin arrangement.

      4.9 Disclosure of Non-public Information. The Company agrees that it will
not at any time following the Execution Date disclose material non-public
information to any Investor without first obtaining such Investor's written
consent to such disclosure.

      4.10 Indemnification of Investors. The Company will indemnify and hold
each Investor and its directors, managers, officers, shareholders, members,
partners, employees and agents (each, an "Investor Party") harmless from any and
all losses, liabilities, obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements, court costs and
reasonable attorneys' fees and costs of investigation that any such Investor
Party may suffer or incur as a result of or relating to (a) any breach of any of
the representations, warranties, covenants or agreements made by the Company in
this Agreement or in the other Transaction Documents or (b) any action
instituted against an Investor, or any of them or their respective Affiliates,
by any shareholder of the Company who is not an Affiliate of such Investor, with
respect to any of the transactions contemplated by the Transaction Documents
(unless such action is based upon a breach of such Investor's representation,
warranties or covenants under the Transaction Documents or any agreements or
understandings such Investor may have with any such shareholder or any
violations by such Investor of state or federal securities laws or any conduct
by such Investor which constitutes fraud, gross negligence, willful misconduct
or malfeasance). If any action shall be brought against any Investor Party in
respect of which indemnity may be sought pursuant to this Agreement, such
Investor Party shall promptly notify the Company in writing, and the Company
shall have the right to assume the defense thereof with counsel of its own
choosing. Any Investor Party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such Investor Party except
to the extent that (i) the employment thereof has been specifically authorized
by the Company in writing, (ii) the Company has failed after a reasonable period
of time following such Investor Party's written request that it do so, to assume
such defense and to employ counsel or (iii) in such action there is, in the
reasonable opinion of such separate counsel, a material conflict on any material
issue between the position of the Company and the position of such Investor
Party. The Company will not be liable to any Investor Party under this Agreement
(i) for any settlement by an Investor Party effected without the Company's prior
written consent, which shall not be unreasonably withheld or delayed; or (ii) to
the extent, but only to the extent that a loss, claim, damage or liability is
attributable to such Investor Party's wrongful actions or omissions, or gross
negligence or to such Investor Party's breach of any of the representations,
warranties, covenants or agreements made by such Investor in this Agreement or
in the other Transaction Documents.

                                       23


      4.11 Restriction on Issuances. During the period beginning on the
Execution Date and ending on the Effective Date, the Company will not, directly
or indirectly, effect a Subsequent Placement except as may be required by (i)
the terms of the acquisition of Northern Alberta Oil, LTD by the Company or (ii)
the Letter of Intent dated February 17, 2005 with Surge Global Energy, Inc.


5. CONDITIONS TO CLOSING.

      5.1 Conditions to Investors' Obligations at the Closing. Each Investor's
obligations to effect the Closing, including without limitation its obligation
to purchase Shares and a Warrant at the Closing, are conditioned upon the
fulfillment (or waiver by such Investor in its sole and absolute discretion) of
each of the following events as of the Closing Date, and the Company shall use
commercially reasonable efforts to cause each of such conditions to be
satisfied:

            5.1.1 the representations and warranties of the Company set forth in
                  this Agreement and in the other Transaction Documents shall be
                  true and correct in all material respects as of such date as
                  if made on such date (except that to the extent that any such
                  representation or warranty relates to a particular date, such
                  representation or warranty shall be true and correct in all
                  material respects as of that particular date);

            5.1.2 the Company shall have complied with or performed in all
                  material respects all of the agreements, obligations and
                  conditions set forth in this Agreement and in the other
                  Transaction Documents that are required to be complied with or
                  performed by the Company on or before the Closing;

            5.1.3 the Closing Date shall occur on a date that is not later than
                  March 2, 2005;

                                       24


            5.1.4 the Company shall have delivered to such Investor a
                  certificate, signed by the Chief Executive Officer and Chief
                  Financial Officer of the Company, certifying that the
                  conditions specified in this Section 5.1 have been fulfilled
                  as of the Closing, it being understood that such Investor may
                  rely on such certificate as though it were a representation
                  and warranty of the Company made herein;

            5.1.5 the Company shall have delivered to such Investor an opinion
                  of counsel for the Company, dated as of the Closing Date, in
                  the form attached hereto as Exhibit F hereto;

            5.1.6 the Company shall have delivered to such Investor a duly
                  executed certificate representing the Warrant being purchased
                  by such Investor;

            5.1.7 the Company shall have executed and delivered to such Investor
                  the Registration Rights Agreement;

            5.1.8 the Company shall have delivered to such Investor a
                  certificate, signed by the Secretary or an Assistant Secretary
                  of the Company, attaching (i) the charter and By-Laws of the
                  Company and (ii) resolutions passed by its Board of Directors
                  to authorize the transactions contemplated hereby and by the
                  other Transaction Documents, and certifying that such
                  documents are true and complete copies of the originals and
                  have not been amended or superseded, it being understood that
                  such Investor may rely on such certificate as a representation
                  and warranty of the Company made herein;

            5.1.9 the Company shall have obtained the written agreement of each
                  Key Employee to refrain from selling shares of Common Stock
                  for the period specified in, and in accordance with, Section
                  4.2(f) hereof;

            5.1.10 there shall have occurred no material adverse change in the
                  Company's consolidated business or financial condition since
                  the date of the Company's most recent financial statements
                  contained in the Disclosure Documents;

            5.1.11 the Company shall have authorized and reserved for issuance
                  upon exercise of the Warrants the aggregate number of shares
                  of Common Stock issuable upon exercise of all of the Warrants
                  to be issued at the Closing (such number to be determined
                  without regard to any restriction on such exercise);

            5.1.12 there shall be no injunction, restraining order or decree of
                  any nature of any court or Government Authority of competent
                  jurisdiction that is in effect that restrains or prohibits the
                  consummation of the transactions contemplated hereby and by
                  the other Transaction Documents; and

                                       25


            5.1.13 the Company shall have delivered a letter from Nearshore
                  Petroleum Corporation ("Nearshore"), addressed to the
                  Investors, under which Nearshore agrees, promptly following
                  the Closing, to reserve and grant to each Investor an option
                  to purchase, for a period of eighteen (18) months beginning on
                  the Closing Date, such Investor's Pro Rata Share of an
                  undivided one percent (1%) Over Riding Royalty Interest in the
                  Sawn Lake Oil Sands Project as described in the Royalty
                  Agreement between Mikwec Energy Canada Ltd. and Nearshore as
                  executed December 12, 2003 (the "Option to ----------
                  Purchase"), exercisable for the aggregate sum of US$1,000,000
                  payable to Nearshore, and to execute and deliver all such
                  instruments and documents, and take all such action as may be
                  necessary, or as any Investor may request, in order to grant,
                  reserve, perfect and protect the Option to Purchase.

      5.2 Conditions to Company's Obligations at the Closing. The Company's
obligations to effect the Closing with each Investor are conditioned upon the
fulfillment (or waiver by the Company in its sole and absolute discretion) of
each of the following events as of the Closing Date:

            5.2.1 the representations and warranties of such Investor set forth
                  in this Agreement and in the other Transaction Documents shall
                  be true and correct in all material respects as of such date
                  as if made on such date (except that to the extent that any
                  such representation or warranty relates to a particular date,
                  such representation or warranty shall be true and correct in
                  all material respects as of that date);

            5.2.2 such Investor shall have complied with or performed all of the
                  agreements, obligations and conditions set forth in this
                  Agreement that are required to be complied with or performed
                  by such Investor on or before the Closing;

            5.2.3 there shall be no injunction, restraining order or decree of
                  any nature of any court or Government Authority of competent
                  jurisdiction that is in effect that restrains or prohibits the
                  consummation of the transactions contemplated hereby and by
                  the other Transaction Documents;

            5.2.4 such Investor shall have executed each Transaction Document to
                  which it is a party and shall have delivered the same to the
                  Company; and

                                       26


            5.2.5 such Investor shall have tendered to the Company the Purchase
                  Price for the Shares and the Warrant being purchased by it at
                  the Closing by wire transfer of immediately available funds.

6. MISCELLANEOUS.

            6.1 Survival; Severability. The representations, warranties,
covenants and indemnities made by the parties herein and in the other
Transaction Documents shall survive the Closing notwithstanding any due
diligence investigation made by or on behalf of the party seeking to rely
thereon. In the event that any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement shall continue in full force and effect without said
provision; provided that in such case the parties shall negotiate in good faith
to replace such provision with a new provision which is not illegal,
unenforceable or void, as long as such new provision does not materially change
the economic benefits of this Agreement to the parties.

            6.2 Successors and Assigns. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and permitted assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement. The Investors may assign their
respective rights and obligations hereunder in connection with any private sale
or transfer of the Shares or Warrants in accordance with the terms hereof, as
long as, as a condition precedent to such transfer, the transferee executes an
acknowledgment agreeing to be bound by the applicable provisions of this
Agreement, in which case the term "Investor" shall be deemed to refer to such
transferee as though such transferee were an original signatory hereto. The
Company may not assign its rights or obligations under this Agreement.

            6.3 No Reliance. Each party acknowledges that (i) it has such
knowledge in business and financial matters as to be fully capable of evaluating
this Agreement, the other Transaction Documents and the transactions
contemplated hereby and thereby, (ii) it is not relying on any advice or
representation of any other party in connection with entering into this
Agreement, the other Transaction Documents or such transactions (other than the
representations made in this Agreement or the other Transaction Documents),
(iii) it has not received from any other party any assurance or guarantee as to
the merits (whether legal, regulatory, tax, financial or otherwise) of entering
into this Agreement or the other Transaction Documents or the performance of its
obligations hereunder and thereunder, and (iv) it has consulted with its own
legal, regulatory, tax, business, investment, financial and accounting advisors
to the extent that it has deemed necessary, and has entered into this Agreement
and the other Transaction Documents based on its own independent judgment and on
the advice of its advisors as it has deemed necessary, and not on any view
(whether written or oral) expressed by any other party.

            6.4 Independent Nature of Investors' Obligations and Rights. The
obligations of each Investor hereunder are several and not joint with the
obligations of the other Investors hereunder, and no Investor shall be
responsible in any way for the performance of the obligations of any other
Investor hereunder. The Company acknowledges and agrees that nothing contained
herein or in any other agreement or document delivered at the Closing, and no

                                       27


action taken by any Investor pursuant hereto or thereto, shall be deemed to
constitute the Investors as a partnership, an association, a joint venture or
any other kind of entity, or a "group" as described in Section 13(d) of the
Exchange Act, or create a presumption that the Investors are in any way acting
in concert with respect to such obligations or the transactions contemplated by
this Agreement. Each Investor has been represented by its own separate counsel
in connection with the transactions contemplated hereby, shall be entitled to
protect and enforce its rights, including without limitation rights arising out
of this Agreement or the other Transaction Documents, individually, and shall
not be required to join any other Investor as an additional party in any
proceeding for such purpose.

            6.5 Investors' Trading Activity. The Company acknowledges that,
following the Closing and the press release described in paragraph 4.1 above,
each Investor shall have the right to purchase or sell, long or short, Common
Stock and instruments or contracts whose value is derived from the market value
of the Common Stock, and that sales of or certain derivative transactions
relating to the Common Stock may have a negative impact on the market price of
the Common Stock.

            6.6 Injunctive Relief. The Company acknowledges and agrees that a
breach by it of its obligations hereunder will cause irreparable harm to each
Investor and that the remedy or remedies at law for any such breach will be
inadequate and agrees, in the event of any such breach, in addition to all other
available remedies, such Investor shall be entitled to an injunction restraining
any breach and requiring immediate and specific performance of such obligations
without the necessity of showing economic loss or the posting of any bond.

            6.7 Governing Law; Jurisdiction. This Agreement shall be governed by
and construed under the laws of the State of New York applicable to contracts
made and to be performed entirely within the State of New York. Each party
hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City and County of New York for the adjudication
of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby and hereby irrevocably waives, and agrees not to assert in
any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is
brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law.

            6.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. This Agreement may be
executed and delivered by facsimile transmission.

            6.9 Headings. The headings used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this
Agreement.

                                       28


            6.10 Notices. Any notice, demand or request required or permitted to
be given by the Company or the Investor pursuant to the terms of this Agreement
shall be in writing and shall be deemed delivered (i) when delivered personally
or by verifiable facsimile transmission, unless such delivery is made on a day
that is not a Business Day, in which case such delivery will be deemed to be
made on the next succeeding Business Day, (ii) on the next Business Day after
timely delivery to an overnight courier and (iii) on the Business Day actually
received if deposited in the U.S. mail (certified or registered mail, return
receipt requested, postage prepaid), addressed as follows:

                  If to the Company:

                  Deep Well Oil & Gas, Inc.
                  Suite 2600 Sun Life Plaza
                  144 Fourth Avenue SW
                  Calgary, AB, T2P 3N4
                  Attn:    Chief Financial Officer
                  Tel:     (403) 303-4793
                  Fax:     (403) 232-1464

                  with a copy (which shall not constitute notice) to:

                  Sichenzia Ross Friedman Ference LLP.
                  1065 Avenue of the Americas
                  New York, NY 10018
                  Attn:    Darrin M. Ocasio, Esq.
                  Tel:     (212) 930-9700
                  Fax:     (212) 930-9725

and if to any Investor, to such address for such Investor as shall appear on the
signature page hereof executed by such Investor, or as shall be designated by
such Investor in writing to the Company in accordance with this Section 6.10.

            6.11 Expenses. The Company and each Investor shall pay all costs and
expenses that it incurs in connection with the negotiation, execution, delivery
and performance of this Agreement or the other Transaction Documents, provided,
however, that that the Company shall, at the Closing, and in addition to $10,000
paid by the Company prior to the Closing (which amount shall not be reimbursable
to the Company regardless of whether the Closing occurs) pay up to $15,000 in
immediately available funds for all reasonable, documented out-of-pocket
expenses (including without limitation legal fees and expenses) incurred or to

                                       29


be incurred by Gemini Investment Strategies, LLC ("Gemini") in connection its
due diligence investigation of the Company and the negotiation, preparation,
execution, delivery and performance of this Agreement and the other Transaction
Documents. At the Closing, the amount due for such fees and expenses (which may
include fees and expenses estimated to be incurred for completion of the
transaction and post-closing matters) may be netted out of the Purchase Price
payable by Gemini. In the event the amount paid by the Company for such fees and
expenses is less than the amount of such reasonable, documented, fees and
expenses actually incurred by Gemini, the Company shall promptly pay such
deficiency (up to $15,000 in the aggregate, including any amounts paid at
Closing) within thirty (30) days following receipt of an invoice therefor.

            6.12 Entire Agreement; Amendments. This Agreement and the other
Transaction Documents constitute the entire agreement between the parties with
regard to the subject matter hereof and thereof, superseding all prior
agreements or understandings, whether written or oral, between or among the
parties. Except as expressly provided herein, neither this Agreement nor any
term hereof may be amended except pursuant to a written instrument executed by
the Company and the holders of at least a majority of the Shares and Warrant
Shares into which all of the Warrants then outstanding are exercisable (without
regard to any limitation on such exercise), and no provision hereof may be
waived other than by a written instrument signed by the party against whom
enforcement of any such waiver is sought. Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.


                           [Signature Pages to Follow]


                                       30


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.

DEEP WELL OIL & GAS, INC.


By: /s/ Steven Gawne
    ---------------------------------------------
    Name: Steven Gawne
    Title: President and Chief Executive Officer


PROVIDENT PREMIER MASTER FUND, LTD.

By:      ____________________________, its Manager


         By:      __________________________
                  Name:
                  Title:

ADDRESS:


         Tel:
         Fax:

         With a copy (which shall not constitute notice) to:

         Duval & Stachenfeld LLP
         300 East 42nd Street
         New York, New York 10017
         Attn:    Robert L. Mazzeo, Esq.
         Tel:     212-883-1700
         Fax:     212-883-8883


Number of Shares to be Purchased: 1,250,000 shares



         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first-above written.

DEEP WELL OIL & GAS, INC.


By: /s/ Steven Gawne
    ---------------------------------------------
    Name: Steven Gawne
    Title: President and Chief Executive Officer

GREY K FUND LP

By: GREY K GP LLC, its General Partner

By: _________________________
     Name:
     Title:


ADDRESS:

         c/o RNK Capital LLC
         527 Madison Avenue
         6th Floor
         New York, NY 10022

         Tel:  (212) 419-3966
         Fax: (212) 419-3971


Number of Shares to be Purchased:  625,000

EX-4.2

                                                                     Exhibit 4.2

                                                                Exhibit B to the
                                                   Securities Purchase Agreement


                          REGISTRATION RIGHTS AGREEMENT


      This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March
10, 2005, is by and between DEEP WELL OIL & GAS, INC., a Nevada corporation (the
"Company"), and each of the entities whose names appear on the signature pages
hereof. Such entities are each referred to herein as an "Investor" and,
collectively, as the "Investors".

      The Company has agreed, on the terms and subject to the conditions set
forth in the Securities Purchase Agreement, dated as of March 10, 2005 (the
"Securities Purchase Agreement"), to issue and sell to each Investor named
therein (A) shares ("Shares") of the Company's common stock, par value $0.001
per share (the "Common Stock"), and (B) a Warrant in the form attached to the
Securities Purchase Agreement (each, a "Warrant" and, collectively, the
"Warrants"). The Warrants are exercisable into shares of Common Stock (the
"Warrant Shares") in accordance with their terms.

      In order to induce each Investor to enter into the Securities Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended (the "Securities Act"), and under
applicable state securities laws.

      In consideration of each Investor entering into the Securities Purchase
Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

      1.    DEFINITIONS.

      For purposes of this Agreement, the following terms shall have the
meanings specified:

            "Business Day" means any day other than a Saturday, a Sunday or a
      day on which the Commission is closed or on which banks in the City of New
      York are authorized by law to be closed.

            "Commission" means the Securities and Exchange Commission.

            "Effective Date" means the date on which the Registration Statement
      is declared effective by the Commission.

            "Filing Deadline" means the forty fifth (45th) calendar day
      following the Closing Date.

            "Holder" means any person owning or having the right to acquire,
      through exercise of the Warrants or otherwise, Registrable Securities,
      including initially each Investor and thereafter any permitted assignee
      thereof.



            "Registrable Securities" means the Shares and the Warrant Shares and
      any other shares of Common Stock issuable pursuant to the terms of the
      Securities Purchase Agreement or the Warrants, and any shares of capital
      stock issued or issuable from time to time (with any adjustments) in
      replacement of, in exchange for or otherwise in respect of the Shares or
      the Warrant Shares.

            "Registration Deadline" means the one hundredth (100th) calendar day
      following the Closing Date.

            "Registration Period" has the meaning set forth in paragraph 2(c)
      below.

            "Registration Statement" means a registration statement or
      statements prepared in compliance with the Securities Act and pursuant to
      Rule 415 under the Securities Act ("Rule 415") or any successor rule
      providing for the offering of securities on a continuous or delayed basis.

      Capitalized terms used herein and not otherwise defined shall have the
respective meanings specified in the Securities Purchase Agreement.

      2.    REGISTRATION.

            (a) Filing of Registration Statement. On or before the Filing
Deadline, the Company shall prepare and file with the Commission a Registration
Statement on Form SB-2 as a "shelf" registration statement under Rule 415
covering the resale of a number of shares of Registrable Securities equal to (i)
the aggregate number of Shares issued under the Securities Purchase Agreement
plus (ii) one hundred and twenty five percent (125%) of the aggregate number of
shares of Common Stock issuable upon exercise of the Warrants (such number to be
determined without regard to any restriction on such exercise). Such
Registration Statement shall state, to the extent permitted by Rule 416 under
the Securities Act, that it also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon the exercise of the Warrants
in order to prevent dilution resulting from stock splits, stock dividends or
similar events. In the event that the Company becomes eligible to file a resale
registration statement on Form S-3, the Company shall file a new Registration
Statement on Form S-3 covering at least the number of shares then registered on
the existing Registration Statement(s) (and not previously sold pursuant to an
existing Registration Statement or pursuant to Rule 144 under the Securities Act
("Rule 144")), as promptly as practicable (but in no event later than thirty
(30) days after the Company first meets the eligibility requirements to use Form
S-3 for the resale of Registrable Securities by the Holders).

            (c) Effectiveness. The Company shall use reasonable best efforts to
cause the Registration Statement to become effective as soon as practicable
following the filing thereof, but in no event later than the Registration
Deadline. The Company shall respond promptly to any and all comments made by the
staff of the Commission on with respect to the Registration Statement, and shall
submit to the Commission, within two (2) Business Days after the Company learns
that no review of the Registration Statement will be made by the staff of the
Commission or that the staff of the Commission has no further comments on the
Registration Statement, as the case may be, a request for acceleration of the


                                       2


effectiveness of such Registration Statement to a time and date not later than
two (2) Business Days after the submission of such request. The Company will
maintain the effectiveness of each Registration Statement filed pursuant to this
Agreement until the earlier to occur of (i) the date on which all of the
Registrable Securities eligible for resale thereunder have been publicly sold
pursuant to either the Registration Statement or Rule 144, and (ii) the date on
which all of the Registrable Securities remaining to be sold under such
Registration Statement (in the reasonable opinion of counsel to the Company) may
be immediately sold to the public under Rule 144(k) under the Securities Act
("Rule 144(k)") or any successor provision (the period beginning on the Closing
Date and ending on the earlier to occur of (i) or (ii) above being referred to
herein as the "Registration Period").

            (d) Registration Default. If (i) the Registration Statement is not
filed on or before the Filing Deadline or declared effective by the Commission
on or before the Registration Deadline, (ii) the Company does not, within two
Business Days after receiving notice from the Commission that it has no comments
or no further comments to the Registration Statement, submit an acceleration
request seeking acceleration of the effectiveness of such Registration Statement
to a time and date not later than two (2) Business Days after the submission of
such request, (iii) after the Registration Statement has been declared effective
by the Commission, sales of Registrable Securities (other than such Registrable
Securities as are then freely saleable pursuant to Rule 144(k)) cannot be made
by a Holder under a Registration Statement for any reason not within the
exclusive control of such Holder, or (iv) an amendment or supplement to a
Registration Statement, or a new registration statement, required to be filed
pursuant to the terms of this Agreement is not filed on or before the date
required hereby (each of the foregoing clauses (i), (ii), (iii) or (iv) being
referred to herein as a "Registration Default"), the Company shall make cash
payments to each Holder equal to two percent (2%) of the aggregate Purchase
Price paid by such Holder for such Holder's Shares and Warrant on the date on
which such Registration Default occurs and for each thirty (30) day period or
part thereof in which a Registration Default exists. Each such payment required
to be made under this paragraph 2(d) shall be made within five (5) Business Days
following the last day of each calendar month in which a Registration Default
exists. Any such payment shall be in addition to any other remedies available to
each Holder at law or in equity, whether pursuant to the terms hereof, the
Securities Purchase Agreement or otherwise.

            (e) Allocation of Warrant Shares. The initial number of Shares and
Warrant Shares included in any Registration Statement and each increase in the
number thereof included therein shall be allocated pro rata among the Holders
based on the aggregate number of Registrable Securities issued or issuable to
each Holder at the time the Registration Statement covering such initial number
of Registrable Securities or increase thereof is declared effective by the
Commission (such number to be determined using the Exercise Price in effect at
such time and without regard to any restriction on the ability of a Holder to
exercise such Holder's Warrant as of such date). In the event that a Holder
sells or otherwise transfers any of such Holder's Registrable Securities, each
transferee shall be allocated the portion of the then remaining number of
Registrable Securities included in such Registration Statement allocable to the
transferor.

            (f) Registration of Other Securities. During the period beginning on
the date hereof and ending on the Effective Date, the Company shall refrain from
filing any registration statement (other than (i) a Registration Statement filed
hereunder, (ii) a registration statement on Form S-8 with respect to stock


                                       3


option plans and agreements and stock plans currently in effect and disclosed in
the Securities Purchase Agreement or the schedules thereto, or (iii) a
registration statement on Form S-4 with respect to an acquisition or other
business combination involving the Company. In no event shall the Company
include any securities other than Registrable Securities on any Registration
Statement filed by the Company on behalf of the Holders pursuant to the terms
hereof.

      3.    OBLIGATIONS OF THE COMPANY.

      In addition to performing its obligations hereunder, including without
limitation those pursuant to Section 2 above, the Company shall, with respect to
each Registration Statement:

            (a) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
with such Registration Statement as may be necessary to comply with the
provisions of the Securities Act or to maintain the effectiveness of such
Registration Statement during the Registration Period, or as may be reasonably
requested by a Holder in order to incorporate information concerning such Holder
or such Holder's intended method of distribution;

            (b) [intentionally omitted]

            (c) so long as a Registration Statement is effective covering the
resale of the applicable Registrable Securities owned by a Holder, furnish to
each Holder such number of copies of the prospectus included in such
Registration Statement, including a preliminary prospectus, in conformity with
the requirements of the Securities Act, and such other documents as such Holder
may reasonably request in order to facilitate the disposition of such Holder's
Registrable Securities;

            (d) use commercially reasonable efforts to register or qualify the
Registrable Securities under the securities or "blue sky" laws of such
jurisdictions within the United States as shall be reasonably requested from
time to time by a Holder, and do any and all other acts or things which may
reasonably be necessary or advisable to enable such Holder to consummate the
public sale or other disposition of the Registrable Securities in such
jurisdictions; provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such jurisdiction;

            (e) notify each Holder immediately after becoming aware of the
occurrence of any event (but shall not, without the prior written consent of
such Holder, disclose to such Holder any facts or circumstances constituting
material non-public information) as a result of which the prospectus included in
such Registration Statement, as then in effect, contains an untrue statement of
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing, and as promptly as practicable prepare and file
with the Commission and furnish to each Holder a reasonable number of copies of
a supplement or an amendment to such prospectus as may be necessary so that such
prospectus does not contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;


                                       4


            (f) use commercially reasonable efforts to prevent the issuance of
any stop order or other order suspending the effectiveness of such Registration
Statement and, if such an order is issued, to use commercially reasonable
efforts obtain the withdrawal thereof at the earliest possible time and to
notify each Holder in writing of the issuance of such order and the resolution
thereof;

            (g) furnish to each Holder, on the date that such Registration
Statement, or any successor registration statement, becomes effective, a letter,
dated such date, signed by an officer of or counsel to the Company and addressed
to such Holder, confirming such effectiveness and, to the knowledge of such
officer or counsel, the absence of any stop order;

            (h) provide to each Holder and its representatives the reasonable
opportunity to conduct a reasonable inquiry of the Company's financial and other
records during normal business hours and make available during normal business
hours and with reasonable advance notice its officers, directors and employees
for questions regarding information which such Holder may reasonably request in
order to fulfill any due diligence obligation on its part;

            (i) permit counsel for each Holder to review such Registration
Statement and all amendments and supplements thereto, and any comments made by
the staff of the Commission concerning such Holder and/or the transactions
contemplated by the Transaction Documents and the Company's responses thereto,
within a reasonable period of time prior to the filing thereof with the
Commission (or, in the case of comments made by the staff of the Commission,
within a reasonable period of time following the receipt thereof by the
Company); and

            (j) in the event that, at any time, the number of shares available
under the Registration Statement is insufficient to cover one hundred and five
percent (105%) of the Registrable Securities then outstanding or issuable under
the Warrants (such number to be determined using the Exercise Price in effect at
such time and without regard to any restriction on the ability of any Holder to
exercise such Holder's Warrant) the Company shall promptly amend such
Registration Statement or file a new registration statement, in any event as
soon as practicable, but not later than the tenth (10th) day following notice
from a Holder of the occurrence of such event, so that such Registration
Statement or such new registration statement, or both, covers no less than one
hundred percent (125%) of the Registrable Securities eligible for resale
thereunder. The Company shall use commercially reasonable efforts to cause such
amendment and/or new Registration Statement to become effective as soon as
practicable following the filing thereof. Any Registration Statement filed
pursuant to this paragraph 3(j) shall state that, to the extent permitted by
Rule 416 under the Securities Act, such Registration Statement also covers such
indeterminate number of additional shares of Common Stock as may become issuable
upon exercise of the Warrants in order to prevent dilution resulting from stock
splits, stock dividends or similar events. Unless and until such amendment or
new Registration Statement becomes effective, each Holder shall have the rights
described in paragraph 2(d) above.

      4.    OBLIGATIONS OF EACH HOLDER.

      In connection with the registration of Registrable Securities pursuant to
a Registration Statement, each Holder shall:


                                       5


            (a) timely furnish to the Company (i) a completed Shareholder
Questionnaire and (ii) such information in writing regarding itself and the
intended method of disposition of such Registrable Securities as the Company
shall reasonably request in order to effect the registration thereof;

            (b) upon receipt of any notice from the Company of the happening of
any event of the kind described in paragraphs 3(e) or 3(f), immediately
discontinue any sale or other disposition of such Registrable Securities
pursuant to such Registration Statement until the filing of an amendment or
supplement as described in paragraph 3(e) or withdrawal of the stop order
referred to in paragraph 3(f), and use commercially reasonable efforts to
maintain the confidentiality of such notice and its contents;

            (c) to the extent required by applicable law, deliver a prospectus
to the purchaser of such Registrable Securities;

            (d) notify the Company when it has sold all of the Registrable
Securities held by it; and

            (e) notify the Company in the event that any information supplied by
such Holder in writing for inclusion in such Registration Statement or related
prospectus is untrue or omits to state a material fact required to be stated
therein or necessary to make such information not misleading in light of the
circumstances then existing; immediately discontinue any sale or other
disposition of such Registrable Securities pursuant to such Registration
Statement until the filing of an amendment or supplement to such prospectus as
may be necessary so that such prospectus does not contain an untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing; and use commercially reasonable efforts to assist
the Company as may be appropriate to make such amendment or supplement effective
for such purpose.

      5.    INDEMNIFICATION.

      In the event that any Registrable Securities are included in a
Registration Statement under this Agreement:

            (a) To the extent permitted by law, the Company shall indemnify and
hold harmless each Holder, the officers, directors, employees, agents and
representatives of such Holder, and each person, if any, who controls such
Holder within the meaning of the Securities Act or the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), against any losses, claims, damages,
liabilities or reasonable out-of-pocket expenses (whether joint or several)
(collectively, including reasonable legal expenses or other expenses reasonably
incurred in connection with investigating or defending same, "Losses"), insofar
as any such Losses arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a material fact contained in such Registration
Statement under which such Registrable Securities were registered, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Subject to the provisions of paragraph 5(c) below, the Company


                                       6


will reimburse such Holder, and each such officer, director, employee, agent,
representative or controlling person, for any reasonable legal expenses or other
out-of-pocket expenses as reasonably incurred by any such entity or person in
connection with investigating or defending any Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any Loss if
such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be obligated to
indemnify any person for any Loss to the extent that such Loss arises out of or
is based upon (i) any disclosure or any omission or alleged omission (to state a
material fact required to be stated therein or necessary to make statements
therein not misleading) that is based upon or in conformity with written
information furnished (or not furnished, in the case of an omission) by such
person expressly for use in such Registration Statement or (ii) a failure of
such person to deliver or cause to be delivered the final prospectus contained
in the Registration Statement and made available by the Company, if such
delivery is required by applicable law.

            (b) To the extent permitted by law, each Holder who is named in such
Registration Statement as a selling shareholder, acting severally and not
jointly, shall indemnify and hold harmless the Company, the officers, directors,
employees, agents and representatives of the Company, and each person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act, against any Losses to the extent (and only to the extent) that any
such Losses arise out of or are based upon (i) any disclosure or any omission or
alleged omission (to state a material fact required to be stated therein or
necessary to make statements therein not misleading) that is based upon or in
conformity with written information furnished (or not furnished, in the case of
an omission) by such person expressly for use in such Registration Statement, or
(ii) a failure of such Holder to deliver or cause to be delivered the final
prospectus contained in the Registration Statement and made available by the
Company, if such delivery is required under applicable law . Subject to the
provisions of paragraph 5(c) below, such Holder will reimburse any legal or
other expenses as reasonably incurred by the Company and any such officer,
director, employee, agent, representative, or controlling person, in connection
with investigating or defending any such Loss; provided, however, that the
foregoing indemnity shall not apply to amounts paid in settlement of any such
Loss if such settlement is effected without the consent of such Holder (which
consent shall not be unreasonably withheld); and provided, further, that, in no
event shall any indemnity under this paragraph 5(b) exceed the net proceeds
resulting from the sale of the Registrable Securities sold by such Holder under
such Registration Statement.

            (c) Promptly after receipt by an indemnified party under this
Section 5 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 5, promptly
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in and to assume
the defense thereof with counsel selected by the indemnifying party and
reasonably acceptable to the indemnified party; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the
reasonably incurred fees and expenses of one such counsel for all indemnified
parties to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate under applicable standards of professional conduct due to actual
or potential conflicting interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver


                                       7


written notice to the indemnifying party within a reasonable time of the
delivery of notice of any such action, to the extent prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 5 with respect to such action, but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability that it may have to any indemnified party otherwise than
under this Section 5 or with respect to any other action unless the indemnifying
party is materially prejudiced as a result of not receiving such notice.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 5 is unavailable or insufficient to hold harmless an indemnified
party for any reason, the Company and each Holder agree, severally and not
jointly, to contribute to the aggregate Losses to which the Company or such
Holder may be subject in such proportion as is appropriate to reflect the
relative fault of the Company and such Holder in connection with the statements
or omissions which resulted in such Losses; provided, however, that in no case
shall such Holder be responsible for any amount in excess of the net proceeds
resulting from the sale of the Registrable Securities sold by it under the
Registration Statement. Relative fault shall be determined by reference to
whether any alleged untrue statement or omission relates to information provided
by the Company or by such Holder. The Company and each Holder agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who is not guilty of such fraudulent
misrepresentation. For purposes of this Section 5, each person who controls a
Holder within the meaning of either the Securities Act or the Exchange Act and
each officer, director, employee, agent or representative of such Holder shall
have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Securities Act or the
Exchange Act and each officer, director, employee, agent or representative of
the Company shall have the same rights to contribution as the Company, subject
in each case to the applicable terms and conditions of this paragraph (d).

            (e) The obligations of the Company and each Holder under this
Section 5 shall survive the exercise of the Warrants in full, the completion of
any offering or sale of Registrable Securities pursuant to a Registration
Statement under this Agreement, or otherwise.

      6.    REPORTS.

            With a view to making available to each Holder the benefits of Rule
144 and any other similar rule or regulation of the Commission that may at any
time permit such Holder to sell securities of the Company to the public without
registration, the Company agrees to:

            (a) make and keep public information available, as those terms are
understood and defined in Rule 144;

            (b) file with the Commission in a timely manner all reports and
other documents required of the Company under the Exchange Act; and


                                       8


            (c) furnish to such Holder, so long as such Holder owns any
Registrable Securities, promptly upon written request (i) a written statement by
the Company, if true, that it has complied with the reporting requirements of
Rule 144 and the Exchange Act, (ii) to the extent not publicly available through
the Commission's EDGAR database, a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the
Company with the Commission, and (iii) such other information as may be
reasonably requested by such Holder in connection with such Holder's compliance
with any rule or regulation of the Commission which permits the selling of any
such securities without registration.

      7.    MISCELLANEOUS.

            (a) Expenses of Registration. Except as otherwise provided in the
Securities Purchase Agreement, all reasonable expenses, other than underwriting
discounts and commissions and fees and expenses of counsel and other advisors to
each Holder, incurred in connection with the registrations, filings or
qualifications described herein, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, the
fees and disbursements of counsel for the Company, and the fees and
disbursements incurred in connection with the letter described in paragraph 3(g)
hereof, shall be borne by the Company.

            (b) Amendment; Waiver. Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended or waived except pursuant to a
written instrument executed by the Company and the Holders of at least
two-thirds (2/3) of the Registrable Securities that are either then outstanding
or are issuable on exercise of the Warrants then outstanding (without regard to
any limitation on such exercise). Any amendment or waiver effected in accordance
with this paragraph shall be binding upon each Holder, each future Holder and
the Company. The failure of any party to exercise any right or remedy under this
Agreement or otherwise, or the delay by any party in exercising such right or
remedy, shall not operate as a waiver thereof.

            (c) Notices. Any notice, demand or request required or permitted to
be given by the Company or a Holder pursuant to the terms of this Agreement
shall be in writing and shall be deemed delivered (i) when delivered personally
or by verifiable facsimile transmission, unless such delivery is made on a day
that is not a Business Day, in which case such delivery will be deemed to be
made on the next succeeding Business Day, (ii) on the next Business Day after
timely delivery to a reputable overnight courier and (iii) on the Business Day
actually received if deposited in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid), addressed as follows:

            If to the Company:

            Deep Well Oil & Gas, Inc.
            Suite 2600 Sun Life Plaza
            144 Fourth Avenue SW
            Calgary, AB, T2P 3N4
            Attn: Chief Financial Officer
            Tel:  (403) 303-4793
            Fax:  (403) 232-1464


                                       9


            with a copy (which shall not constitute notice) to:

            Sichenzia Ross Friedman Ference LLP
            1065 Avenue of the Americas
            New York, NY 10018
            Attn: Darrin M. Ocasio, Esq.
            Tel:  (212) 930-9700
            Fax:  (212) 930-9725

and if to a Holder,  to such address as shall be  designated by such Holder in
writing to the Company.

            (d) Assignment. Upon the transfer of any Warrant or Registrable
Securities by a Holder, the rights of such Holder hereunder with respect to such
securities so transferred shall be assigned automatically to the transferee
thereof, and such transferee shall thereupon be deemed to be a "Holder" for
purposes of this Agreement, as long as: (i) the Company is, within a reasonable
period of time following such transfer, furnished with written notice of the
name and address of such transferee, (ii) the transferee agrees in writing with
the Company to be bound by all of the provisions hereof, and (iii) such transfer
is made in accordance with the applicable requirements of the Securities
Purchase Agreement or the Warrants, as applicable.

            (e) Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall be
deemed one and the same instrument. This Agreement, once executed by a party,
may be delivered to any other party hereto by facsimile transmission.

            (f) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made and to be performed entirely within the State of New York.

            (g) Holder of Record. A person is deemed to be a Holder whenever
such person owns or is deemed to own of record Registrable Securities. If the
Company receives conflicting instructions, notices or elections from two or more
persons with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice or election received from the record
owner of such Registrable Securities.

            (h) Entire Agreement. This Agreement and the other Transaction
Documents constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein. This Agreement and the other Transaction Documents supersede all prior
agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.


                                       10


            (i) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (j) Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.



                           [Signature Pages to Follow]


                                       11


      IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first-above written.

DEEP WELL OIL & GAS, INC.


By: /s/ Steven Gawne
    ---------------------------------------------
     Name: Steven Gawne
     Title: President and Chief Executive Officer



PROVIDENT PREMIER MASTER FUND, LTD.

By:   ____________________________, its Manager


      By:
            -------------------------------------
            Name:
            Title:







      IN WITNESS WHEREOF, the undersigned have executed this Registration Rights
Agreement as of the date first-above written.

DEEP WELL OIL & GAS, INC.


By: /s/ Steven Gawne
    ---------------------------------------------
     Name: Steven Gawne
     Title: President and Chief Executive Officer


GREY K FUND LP

By:   GREY K GP LLC, its General Partner

By:
    ---------------------------------------------
     Name:
     Title:

EX-4.3

                                                                     Exhibit 4.3

                                                                    EXHIBIT A TO
                                                  SECURITIES PURCHASE AGREEEMENT

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE, SOLD OR
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.



                                     WARRANT

                            TO PURCHASE COMMON STOCK

                                       OF

                            DEEP WELL OIL & GAS, INC.



Issue Date:  March 10, 2005                                    Warrant No.  __


      THIS CERTIFIES that _______________________ or any subsequent holder
hereof (the "Holder"), has the right to purchase from DEEP WELL OIL & GAS, INC.,
a Nevada corporation (the "Company"), up to [________] fully paid and
nonassessable shares of the Company's common stock, par value $0.001 per share
(the "Common Stock"), subject to adjustment as provided herein, at a price per
share equal to the Exercise Price (as defined below), at any time and from time
to time beginning on the date on which this Warrant is originally issued (the
"Issue Date") and ending at 6:00 p.m., eastern time, on the date that is the
fifth (5th) anniversary of the Issue Date (or, if such date is not a Business
Day, on the Business Day immediately following such date) (the "Expiration
Date"). This Warrant is issued pursuant to a Securities Purchase Agreement,
dated as of March 10, 2005 (the "Securities Purchase Agreement"). Capitalized
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Securities Purchase Agreement.

      1. Exercise.

      (a) Right to Exercise; Exercise Price. The Holder shall have the right to
exercise this Warrant at any time and from time to time during the period
beginning on the Issue Date and ending on the Expiration Date as to all or any
part of the shares of Common Stock covered hereby (the "Warrant Shares"). The


                                       12


"Exercise Price" for each Warrant Share purchased by the Holder upon the
exercise of this Warrant shall be equal to fifty cent ($0.50), subject to
adjustment for the events specified in Section 6 below.

      (b) Exercise Notice. In order to exercise this Warrant, the Holder shall
send to the Company by facsimile transmission, at any time prior to 6:00 p.m.,
eastern time, on the Business Day on which the Holder wishes to effect such
exercise (the "Exercise Date"), (i) a notice of exercise in substantially the
form attached hereto as Exhibit A (the "Exercise Notice"), and (ii) a copy of
the original Warrant, and, in the case of a Cash Exercise (as defined below),
the Holder shall pay the Exercise Price to the Company by wire transfer of
immediately available funds. The Exercise Notice shall state the name or names
in which the shares of Common Stock that are issuable on such exercise shall be
issued. In the case of a dispute between the Company and the Holder as to the
calculation of the Exercise Price or the number of Warrant Shares issuable
hereunder (including, without limitation, the calculation of any adjustment
pursuant to Section 6 below), the Company shall issue to the Holder the number
of Warrant Shares that are not disputed within the time periods specified in
Section 2 below and shall submit the disputed calculations to a certified public
accounting firm of national reputation (other than the Company's regularly
retained accountants) within two (2) Business Days following the date on which
the Holder's Exercise Notice is delivered to the Company. The Company shall
cause such accountant to calculate the Exercise Price and/or the number of
Warrant Shares issuable hereunder and to notify the Company and the Holder of
the results in writing no later than three (3) Business Days following the day
on which such accountant received the disputed calculations (the "Dispute
Procedure"). Such accountant's calculation shall be deemed conclusive absent
manifest error. The fees of any such accountant shall be borne by the party
whose calculations were most at variance with those of such accountant.

      (c) Holder of Record. The Holder shall, for all purposes, be deemed to
have become the holder of record of the Warrant Shares specified in an Exercise
Notice on the Exercise Date specified therein, irrespective of the date of
delivery of such Warrant Shares. Except as specifically provided herein, nothing
in this Warrant shall be construed as conferring upon the Holder hereof any
rights as a stockholder of the Company prior to the Exercise Date.

      (d) Cancellation of Warrant. This Warrant shall be canceled upon its
exercise in full and, if this Warrant is exercised in part, the Company shall,
at the time that it delivers Warrant Shares to the Holder pursuant to such
exercise as provided herein, issue a new warrant, and deliver to the Holder a
certificate representing such new warrant, with terms identical in all respects
to this Warrant (except that such new warrant shall be exercisable into the
number of shares of Common Stock with respect to which this Warrant shall remain
unexercised); provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the time at which
this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.

      2. Delivery of Warrant Shares Upon Exercise. Upon receipt of a fax copy of
an Exercise Notice pursuant to Section 1 above, the Company shall, (A) in the
case of a Cash Exercise, no later than the close of business on the later to
occur of (i) the third (3rd) Business Day following the Exercise Date specified
in such Exercise Notice and (ii) such later date on which the Company shall have
received payment of the Exercise Price, (B) in the case of a Cashless Exercise
(as defined below), no later than the close of business on the third (3rd)


                                      -2-


Business Day following the Exercise Date specified in such Exercise Notice, and
(C) with respect to Warrant Shares that are the subject of a Dispute Procedure,
the close of business on the third (3rd) Business Day following the
determination made pursuant to Section 1(b) (each of the dates specified in (A),
(B) or (C) being referred to as a "Delivery Date"), issue and deliver or caused
to be delivered to the Holder the number of Warrant Shares as shall be
determined as provided herein. The Company shall effect delivery of Warrant
Shares to the Holder, as long as the Company's designated transfer agent (the
"Transfer Agent") participates in the Depository Trust Company ("DTC") Fast
Automated Securities Transfer program ("FAST") and no restrictive legend is
required pursuant to the terms of this Warrant or the Securities Purchase
Agreement, by crediting the account of the Holder or its nominee at DTC (as
specified in the applicable Exercise Notice) with the number of Warrant Shares
required to be delivered, no later than the close of business on such Delivery
Date. In the event that the Transfer Agent is not a participant in FAST or if
the Holder so specifies in a Exercise Notice or otherwise in writing on or
before the Exercise Date, the Company shall effect delivery of Warrant Shares by
delivering to the Holder or its nominee physical certificates representing such
Warrant Shares, no later than the close of business on such Delivery Date.
Warrant Shares delivered to the Holder shall not contain any restrictive legend
unless such legend is required pursuant to the terms of the Securities Purchase
Agreement.

      3. Failure to Deliver Warrant Shares.

      (a) In the event that the Company fails for any reason to deliver to the
Holder the number of Warrant Shares specified in the applicable Exercise Notice
on or before the Delivery Date therefor (an "Exercise Default"), the Company
shall pay to the Holder payments ("Exercise Default Payments") in the amount of
(i) (N/365) multiplied by (ii) the aggregate Exercise Price of the Warrant
Shares which are the subject of such Exercise Default multiplied by (iii) the
lower of twelve percent (12%) per annum and the maximum rate permitted by
applicable law (the "Default Interest Rate"), where "N" equals the number of
days elapsed between the original Delivery Date of such Warrant Shares and the
date on which all of such Warrant Shares are issued and delivered to the Holder.
Cash amounts payable hereunder shall be paid on or before the fifth (5th)
Business Day of each calendar month following the calendar month in which such
amount has accrued.

      (b) In the event of an Exercise Default, the Holder may, upon written
notice to the Company (an "Exercise Default Notice"), regain on the date of such
notice the rights of the Holder under the exercised portion of this Warrant that
is the subject of such Exercise Default. In the event of such Exercise Default
and delivery of an Exercise Default Notice, the Holder shall retain all of the
Holder's rights and remedies with respect to the Company's failure to deliver
such Warrant Shares (including without limitation the right to receive the cash
payments specified in Section 3(a) above).

      (c) The Holder's rights and remedies hereunder are cumulative, and no
right or remedy is exclusive of any other. In addition to the amounts specified
herein, the Holder shall have the right to pursue all other remedies available
to it at law or in equity (including, without limitation, a decree of specific
performance and/or injunctive relief). Nothing herein shall limit the Holder's
right to pursue actual damages for the Company's failure to issue and deliver
Warrant Shares on the applicable Delivery Date (including, without limitation,


                                      -3-


damages relating to any purchase of Common Stock by the Holder to make delivery
on a sale effected in anticipation of receiving Warrant Shares upon exercise,
such damages to be in an amount equal to (A) the aggregate amount paid by the
Holder for the Common Stock so purchased minus (B) the aggregate amount of net
proceeds, if any, received by the Holder from the sale of the Warrant Shares
issued by the Company pursuant to such exercise).

      4. Exercise Limitations. In no event shall a Holder be permitted to
exercise this Warrant, or part hereof, if, upon such exercise, the number of
shares of Common Stock beneficially owned by the Holder (other than shares which
would otherwise be deemed beneficially owned except for being subject to a
limitation on conversion or exercise analogous to the limitation contained in
this Section 4), would exceed 4.99% of the number of shares of Common Stock then
issued and outstanding. As used herein, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder. To the extent that the limitation contained
in this Section 4 applies, the submission of an Exercise Notice by the Holder
shall be deemed to be the Holder's representation that this Warrant is
exercisable pursuant to the terms hereof and the Company shall be entitled to
rely on such representation without making any further inquiry as to whether
this Section 4 applies. Nothing contained herein shall be deemed to restrict the
right of a Holder to exercise this Warrant, or part thereof, at such time as
such exercise will not violate the provisions of this Section 4. This Section 4
may not be amended unless such amendment is approved by the holders of a
majority of the Common Stock then outstanding; provided, however, that the
limitations contained in this Section 4 shall cease to apply (x) upon sixty (60)
days' prior written notice from the Holder to the Company, or (y) immediately
upon written notice from the Holder to the Company at any time after the public
announcement or other disclosure of a Major Transaction (as defined below) or a
Change of Control. For purposes hereof, "Change of Control" means the existence
or occurrence of any of the following: (a) the sale, conveyance or disposition
of all or substantially all of the assets of the Company; (b) the effectuation
of a transaction or series of transactions in which more than fifty percent
(50%) of the voting power of the Company is disposed of; (c) the consolidation,
merger or other business combination of the Company with or into any other
entity, immediately following which the prior stockholders of the Company fail
to own, directly or indirectly, at least fifty percent (50%) of the surviving
entity; (d) a transaction or series of transactions in which any Person or group
acquires more than fifty percent (50%) of the voting equity of the Company; and
(e) the individuals serving on the Board of Directors as of the Closing Date do
not at any time constitute at least a majority of the Board of Directors of the
Company.

      5. Payment of the Exercise Price; Cashless Exercise. The Holder may pay
the Exercise Price in either of the following forms or, at the election of
Holder, a combination thereof:

      (a) through a cash exercise (a "Cash Exercise") by delivering immediately
available funds, or


                                      -4-


      (b) if, for any reason, an effective Registration Statement is not
available for the resale of all of the Warrant Shares issuable hereunder at the
time an Exercise Notice is delivered to the Company, through a cashless exercise
(a "Cashless Exercise"), as hereinafter provided. The Holder may effect a
Cashless Exercise by surrendering this Warrant to the Company and noting on the
Exercise Notice that the Holder wishes to effect a Cashless Exercise, upon which
the Company shall issue to the Holder the number of Warrant Shares determined as
follows:

            X = Y x (A-B)/A

where:      X = the  number  of  Warrant  Shares  to be issued to the Holder;

            Y = the number of Warrant Shares with respect to which this
            Warrant is being exercised;

            A = the Market Price as of the Exercise Date; and

            B = the Exercise Price.

For purposes of Rule 144, it is intended and acknowledged that the Warrant
Shares issued in a Cashless Exercise transaction shall be deemed to have been
acquired by the Holder, and the holding period for the Warrant Shares required
by Rule 144 shall be deemed to have been commenced, on the Issue Date.

      6. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise
Price and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 6. In the event that
any adjustment of the Exercise Price required herein results in a fraction of a
cent, the Exercise Price shall be rounded up or down to the nearest one
hundredth of a cent.

      (a) Subdivision or Combination of Common Stock. If the Company, at any
time after the Issue Date, subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the outstanding
shares of Common Stock into a greater number of shares, then effective upon the
close of business on the record date for effecting such subdivision, the
Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company, at any time after the Issue Date,
combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the outstanding shares of Common Stock into a
smaller number of shares, then, effective upon the close of business on the
record date for effecting such combination, the Exercise Price in effect
immediately prior to such combination will be proportionally increased.

      (b) Distributions. If, at any time after the Issue Date, the Company
declares or makes any distribution of cash or any other assets (or rights to
acquire such assets) to holders of Common Stock, as a partial liquidating
dividend or otherwise, including without limitation any dividend or distribution
to the Company's stockholders in shares (or rights to acquire shares) of capital
stock of a subsidiary) (a "Distribution"), the Company shall deliver written
notice of such Distribution (a "Distribution Notice") to the Holder at least
thirty (30) days prior to the earlier to occur of (i) the record date for
determining stockholders entitled to such Distribution (the "Record Date") and
(ii) the date on which such Distribution is made (the "Distribution Date") (the
earlier of such dates being referred to as the "Determination Date"). Within ten
(10) days following receipt of a Distribution Notice, the Holder shall notify
the Company whether the Holder has elected (A) to receive, upon any exercise of


                                      -5-


this Warrant after the Determination Date, the same amount and type of assets
being distributed in such Distribution as though the Holder were, on the
Determination Date, a holder of a number of shares of Common Stock into which
this Warrant is exercisable as of such Determination Date (such number of shares
to be determined at the Exercise Price then in effect and without giving effect
to any limitations on such exercise) or (B) upon any exercise of this Warrant on
or after the Determination Date, to reduce the Exercise Price applicable to such
exercise by reducing the Exercise Price in effect on the Business Day
immediately preceding the Determination Date by an amount equal to the fair
market value of the assets to be distributed divided by the number of shares of
Common Stock as to which such Distribution is to be made, such fair market value
to be reasonably determined in good faith by the Company's Board of Directors.
If the Holder does not notify the Company of its election pursuant to the
preceding sentence on or before the tenth (10th) day following receipt of a
Distribution Notice delivered in accordance with this paragraph (b), the Holder
shall be deemed to have elected clause (A) of the preceding sentence; and if the
Company does not deliver a Distribution Notice within the time frames specified
above, the Holder shall have the right to choose either clause (A) or clause (B)
of the preceding sentence at any time following the date on which Holder's
receives notice or otherwise becomes aware of the Distribution.

      (c) Dilutive Issuances. If, at any time after the Issue Date, the Company
issues or sells, or in accordance with paragraph (d) below, is deemed to have
issued or sold, any shares of Common Stock for a price per share less than the
Exercise Price on the date of such issuance or sale (a "Dilutive Issuance"),
then the Exercise Price shall be adjusted to equal such lower price. No
adjustment shall be made pursuant hereto if such adjustment would result in an
increase in the Exercise Price.

      (d) Effect On Exercise Price Of Certain Events. For purposes of
determining the adjusted Exercise Price under paragraph (c) above, the following
will be applicable:

                  (A) Issuance Of Purchase Rights. If the Company issues or
      sells any Purchase Rights, whether or not immediately exercisable, and the
      price per share for which Common Stock is issuable upon the exercise of
      such Purchase Rights (and the price of any conversion of Convertible
      Securities, if applicable) is less than the Exercise Price in effect on
      the date of issuance or sale of such Purchase Rights, then the maximum
      total number of shares of Common Stock issuable upon the exercise of all
      such Purchase Rights (assuming full conversion, exercise or exchange of
      Convertible Securities, if applicable) shall, as of the date of the
      issuance or sale of such Purchase Rights, be deemed to be outstanding and
      to have been issued and sold by the Company for such price per share. For
      purposes of the preceding sentence, the "price per share for which Common
      Stock is issuable upon the exercise of such Purchase Rights" shall be
      determined by dividing (x) the total amount, if any, received or
      receivable by the Company as consideration for the issuance or sale of all
      such Purchase Rights, plus the minimum aggregate amount of additional
      consideration, if any, payable to the Company upon the exercise of all
      such Purchase Rights, plus, in the case of Convertible Securities issuable
      upon the exercise of such Purchase Rights, the minimum aggregate amount of
      additional consideration payable upon the conversion, exercise or exchange
      thereof (determined in accordance with the calculation method set forth in
      subparagraph (B) below) at the time such Convertible Securities first
      become convertible, exercisable or exchangeable, by (y) the maximum total


                                      -6-


      number of shares of Common Stock issuable upon the exercise of all such
      Purchase Rights (assuming full conversion, exercise or exchange of
      Convertible Securities, if applicable). No further adjustment to the
      Exercise Price shall be made upon the actual issuance of such Common Stock
      upon the exercise of such Purchase Rights or upon the conversion, exercise
      or exchange of Convertible Securities issuable upon exercise of such
      Purchase Rights.

                  (B) Issuance Of Convertible Securities. If the Company issues
      or sells any Convertible Securities, whether or not immediately
      convertible, exercisable or exchangeable, and the price per share for
      which Common Stock is issuable upon such conversion, exercise or exchange
      is less than the Exercise Price in effect on the date of issuance or sale
      of such Convertible Securities, then the maximum total number of shares of
      Common Stock issuable upon the conversion, exercise or exchange of all
      such Convertible Securities shall, as of the date of the issuance or sale
      of such Convertible Securities, be deemed to be outstanding and to have
      been issued and sold by the Company for such price per share. If the
      Convertible Securities so issued or sold do not have a fluctuating
      conversion or exercise price or exchange ratio, then for the purposes of
      the immediately preceding sentence, the "price per share for which Common
      Stock is issuable upon such conversion, exercise or exchange" shall be
      determined by dividing (x) the total amount, if any, received or
      receivable by the Company as consideration for the issuance or sale of all
      such Convertible Securities, plus the minimum aggregate amount of
      additional consideration, if any, payable to the Company upon the
      conversion, exercise or exchange thereof (determined in accordance with
      the calculation method set forth in this subparagraph (B)), by (y) the
      maximum total number of shares of Common Stock issuable upon the exercise,
      conversion or exchange of all such Convertible Securities. If the
      Convertible Securities so issued or sold have a fluctuating conversion or
      exercise price or exchange ratio (a "Variable Rate Convertible Security"),
      then for purposes of the first sentence of this subparagraph (B), the
      "price per share for which Common Stock is issuable upon such conversion,
      exercise or exchange" shall be deemed to be the lowest price per share
      which would be applicable (assuming all holding period and other
      conditions to any discounts contained in such Variable Rate Convertible
      Security have been satisfied) if the conversion price of such Variable
      Rate Convertible Security on the date of issuance or sale thereof were
      seventy-five percent (75%) of the actual conversion price on such date
      (the "Assumed Variable Market Price"), and, further, if the conversion
      price of such Variable Rate Convertible Security at any time or times
      thereafter is less than or equal to the Assumed Variable Market Price last
      used for making any adjustment under this paragraph (c) with respect to
      any Variable Rate Convertible Security, the Exercise Price in effect at
      such time shall be readjusted to equal the Exercise Price which would have
      resulted if the Assumed Variable Market Price at the time of issuance of
      the Variable Rate Convertible Security had been seventy-five percent (75%)
      of the actual conversion price of such Variable Rate Convertible Security
      existing at the time of the adjustment required by this sentence;
      provided, however, that if the conversion or exercise price or exchange
      ratio of a Convertible Security may fluctuate solely as a result of
      provisions designed to protect against dilution, such Convertible Security
      shall not be deemed to be a Variable Rate Convertible Security. No further
      adjustment to the Exercise Price shall be made upon the actual issuance of
      such Common Stock upon conversion, exercise or exchange of such
      Convertible Securities.


                                      -7-


                  (C) Change In Option Price Or Conversion Rate. If, following
      an adjustment to the Exercise Price upon the issuance of Purchase Rights
      or Convertible Securities pursuant to a Dilutive Issuance, there is a
      change at any time in (x) the amount of additional consideration payable
      to the Company upon the exercise of any Purchase Rights; (y) the amount of
      additional consideration, if any, payable to the Company upon the
      conversion, exercise or exchange of any Convertible Securities; or (z) the
      rate at which any Convertible Securities are convertible into or
      exercisable or exchangeable for Common Stock (in each such case, other
      than under or by reason of provisions designed to protect against
      dilution), then in any such case, the Exercise Price in effect at the time
      of such change shall be readjusted to the Exercise Price which would have
      been in effect at such time had such Purchase Rights or Convertible
      Securities still outstanding provided for such changed additional
      consideration or changed conversion, exercise or exchange rate, as the
      case may be, at the time initially issued or sold.

                  (D) Calculation Of Consideration Received. If any Common
      Stock, Purchase Rights or Convertible Securities are issued or sold for
      cash, the consideration received therefor will be the amount received by
      the Company therefore. In case any Common Stock, Purchase Rights or
      Convertible Securities are issued or sold for a consideration part or all
      of which shall be other than cash, including in the case of a strategic or
      similar arrangement in which the other entity will provide services to the
      Company, purchase services from the Company or otherwise provide
      intangible consideration to the Company, the amount of the consideration
      other than cash received by the Company (including the net present value
      of the consideration expected by the Company for the provided or purchased
      services) shall be the fair market value of such consideration, except
      where such consideration consists of publicly traded securities, in which
      case the amount of consideration received by the Company will be the
      Market Price thereof on the date of receipt. In case any Common Stock,
      Purchase Rights or Convertible Securities are issued in connection with
      any merger or consolidation in which the Company is the surviving
      corporation, the amount of consideration therefor will be deemed to be the
      fair market value of such portion of the net assets and business of the
      non-surviving corporation as is attributable to such Common Stock,
      Purchase Rights or Convertible Securities, as the case may be. The
      independent members of the Company's Board of Directors shall calculate
      reasonably and in good faith, using standard commercial valuation methods
      appropriate for valuing such assets, the fair market value of any
      consideration other than cash or securities.

                  (E) Issuances Without Consideration Pursuant to Existing
      Securities. If the Company issues (or becomes obligated to issue) shares
      of Common Stock pursuant to any anti-dilution or similar adjustments
      (other than as a result of stock splits, stock dividends and the like)
      contained in any Convertible Securities or Purchase Rights outstanding as
      of the date hereof, then all shares of Common Stock so issued shall be
      deemed to have been issued for no consideration.

      (e) Exceptions To Adjustment Of Exercise Price. Notwithstanding the
foregoing, no adjustment to the Exercise Price shall be made pursuant to
paragraph (c) above upon the issuance of any Excluded Securities. For purposes
hereof, "Excluded Securities" means (I) securities purchased under the
Securities Purchase Agreement; (II) securities issued upon exercise of the


                                      -8-


Warrants; (III) shares of Common Stock issuable or issued to (x) employees,
consultants or directors from time to time upon the exercise of options, in such
case granted or to be granted in the discretion of the Board of Directors
pursuant to one or more stock option plans or restricted stock plans in effect
as of the Issue Date or adopted after the Issue Date by the independent members
of the Board of Directors with substantially the same terms as such plans in
effect as of the Issue Date, or (y) vendors pursuant to warrants to purchase
Common Stock that are outstanding on the date hereof or issued hereafter,
provided such issuances are approved by the Board of Directors; (IV) shares of
Common Stock issued in connection with a commercial lending transaction with a
federally-insured financial institution that is approved by the independent
members of the Board of Directors, provided that the fair market value of such
shares does not exceed ten percent (10%) of the amount borrowed; (V) shares of
Common Stock issued in connection with any stock split, stock dividend or
recapitalization of the Company; (VI) shares of Common Stock issued in
connection with the acquisition by the Company of any corporation or other
entity occurring after the Effective Date, provided that a fairness opinion with
respect to such acquisition is rendered by an investment bank of national
recognition; (VII) shares of Common Stock issued in connection with any
Convertible Securities or Purchase Rights outstanding on the date hereof and
disclosed in a schedule to the Securities Purchase Agreement; and (VIII) shares
issued to Persons with whom the Company is entering into a joint venture,
strategic alliance or other commercial relationship in connection with the
operation of the Company's business and not in connection with a transaction the
purpose of which is to raise equity capital.

      (f) Notice Of Adjustments. Upon the occurrence of one or more adjustments
or readjustments of the Exercise Price pursuant to paragraph (c) above or any
change in the number or type of stock, securities and/or other property issuable
upon exercise of this Warrant, the Company, at its expense, shall promptly
compute such adjustment or readjustment or change and prepare and furnish to the
Holder a notice (an "Adjustment Notice") setting forth such adjustment or
readjustment or change and showing in detail the facts upon which such
adjustment or readjustment or change is based, and, on or before the time that
it delivers an Adjustment Notice, publicly disclose the contents thereof. The
failure of the Company to deliver an Adjustment Notice shall not affect the
validity of any such adjustment.

      (g) Major Transactions. In the event of a merger, consolidation, business
combination, tender offer, exchange of shares, recapitalization, reorganization,
redemption or other similar event, as a result of which shares of Common Stock
shall be changed into the same or a different number of shares of the same or
another class or classes of stock or securities or other assets of the Company
or another entity or the Company shall sell all or substantially all of its
assets (each of the foregoing being a "Major Transaction"), the Company will
give the Holder at least twenty (20) Trading Days written notice prior to the
earlier of (x) the closing or effectiveness of such Major Transaction and (y)
the record date for the receipt of such shares of stock or securities or other
assets. In the event of a Major Transaction, the Holder shall be permitted to
either (i) require the Company to repurchase this Warrant for an amount to the
value of this Warrant calculated pursuant to the Black-Scholes pricing model or
(ii) exercise this Warrant in whole or in part at any time prior to the record
date for the receipt of such consideration and shall be entitled to receive, for
each share of Common Stock issuable to Holder upon such exercise, the same per
share consideration payable to the other holders of Common Stock in connection
with such Major Transaction. If and to the extent that the Holder retains any


                                      -9-


portion of this Warrant following such record date, the Company will cause the
surviving or, in the event of a sale of assets, purchasing entity, as a
condition precedent to such Major Transaction, to assume the obligations of the
Company under this Warrant, with such adjustments to the Exercise Price and the
securities covered hereby as may be necessary in order to preserve the economic
benefits of this Warrant to the Holder.

      (h) Adjustments; Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 6,
the Holder of this Warrant shall, upon exercise of this Warrant, become entitled
to receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 6. Any adjustment
made herein that results in a decrease in the Exercise Price shall also effect a
proportional increase in the number of shares of Common Stock into which this
Warrant is exercisable.

      7. Fractional Interests.

            No fractional shares or scrip representing fractional shares shall
be issuable upon the exercise of this Warrant, but on exercise of this Warrant,
the Holder hereof may purchase only a whole number of shares of Common Stock.
If, on exercise of this Warrant, the Holder hereof would be entitled to a
fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, the Company shall, in lieu of issuing any such fractional share,
pay to the Holder an amount in cash equal to the product resulting from
multiplying such fraction by the Market Price as of the Exercise Date.

      8. Transfer of this Warrant.

            The Holder may sell, transfer, assign, pledge or otherwise dispose
of this Warrant, in whole or in part, as long as such sale or other disposition
is made pursuant to an effective registration statement or an exemption from the
registration requirements of the Securities Act. Upon such transfer or other
disposition (other than a pledge), the Holder shall deliver this Warrant to the
Company together with a written notice to the Company, substantially in the form
of the Transfer Notice attached hereto as Exhibit B (the "Transfer Notice"),
indicating the person or persons to whom this Warrant shall be transferred and,
if less than all of this Warrant is transferred, the number of Warrant Shares to
be covered by the part of this Warrant to be transferred to each such person.
Within three (3) Business Days of receiving a Transfer Notice and the original
of this Warrant, the Company shall deliver to the each transferee designated by
the Holder a Warrant or Warrants of like tenor and terms for the appropriate
number of Warrant Shares and, if less than all this Warrant is transferred,
shall deliver to the Holder a Warrant for the remaining number of Warrant
Shares.


                                      -10-


      9. Benefits of this Warrant.

            This Warrant shall be for the sole and exclusive benefit of the
Holder of this Warrant and nothing in this Warrant shall be construed to confer
upon any person other than the Holder of this Warrant any legal or equitable
right, remedy or claim hereunder.

      10. Loss, theft, destruction or mutilation of Warrant.

            Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity reasonably satisfactory to the Company, and upon
surrender of this Warrant, if mutilated, the Company shall execute and deliver a
new Warrant of like tenor and date.

      11. Notice or Demands.

            Any notice, demand or request required or permitted to be given by
the Company or the Holder pursuant to the terms of this Warrant shall be in
writing and shall be deemed delivered (i) when delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that is
not a Business Day, in which case such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely
delivery to an overnight courier and (iii) on the Business Day actually received
if deposited in the U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:

            If to the Company:

            Deep Well Oil & Gas, Inc.
            Suite 2600 Sun Life Plaza
            144 Fourth Avenue SW
            Calgary, AB, T2P 3N4
            Attn:       Chief Financial Officer
            Tel:  (403) 303-4793
            Fax:  (403) 232-1464

            with a copy (which shall not constitute notice) to:

            Sichenzia Ross Friedman Ference LLP.
            1065 Avenue of the Americas
            New York, NY 10018
            Attn: Darrin M. Ocasio, Esq.
            Tel:  (212) 930-9700
            Fax:  (212) 930-9725

and if to the Holder, to such address as the Holder shall have furnished to the
Company in writing.


                                      -11-


      12. Applicable Law.

            This Warrant is issued under and shall for all purposes be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed entirely within the State of New York.

      13. Amendments.

            No amendment, modification or other change to, or waiver of any
provision of, this Warrant may be made unless such amendment, modification or
change is (A) set forth in writing and is signed by the Company and the Holder
and (B) agreed to in writing by the holders of at least two-thirds (2/3) of the
number of shares into which the Warrants are exercisable (without regard to any
limitation contained herein on such exercise), it being understood that upon the
satisfaction of the conditions described in (A) and (B) above, each Warrant
(including any Warrant held by the Holder who did not execute the agreement
specified in (B) above) shall be deemed to incorporate any amendment,
modification, change or waiver effected thereby as of the effective date
thereof.

      14. Entire Agreement.

      This Warrant and the other Transaction Documents constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Warrant and the
other Transaction Documents supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.

      15.   Headings.

      The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



                           [Signature Page to Follow]


                                      -12-


      IN WITNESS WHEREOF, the Company has duly executed and delivered this
Warrant as of the Issue Date.

                                DEEP WELL OIL & GAS, INC.


                                By: /s/ Steven Gawne
                                    ----------------------------------------
                                    Name: Steven Gawne
                                    Title: President and Chief Executive Officer


                                      -13-


                                                            EXHIBIT A to WARRANT

                                 EXERCISE NOTICE


      The undersigned Holder hereby irrevocably exercises the right to purchase
of the shares of Common Stock ("Warrant Shares") of DEEP WELL OIL & GAS, INC.
evidenced by the attached Warrant (the "Warrant"). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set forth in the
Warrant.

      1. Form of Exercise Price. The Holder intends that payment of the Exercise
Price shall be made as:

            ______ a Cash Exercise with respect to _________________ Warrant
Shares; and/or

            ______ a Cashless Exercise with respect to _________________ Warrant
Shares, as permitted by Section 5(b) of the attached Warrant.


      2. Payment of Exercise Price. In the event that the Holder has elected a
Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the Holder shall pay the sum of $________________ to the
Company in accordance with the terms of the Warrant.


Date:
      ------------------


- ------------------------------------
      Name of Registered Holder

By:
     -------------------------------
       Name:
       Title:


                                      -14-


                                                            EXHIBIT B to WARRANT

                                 TRANSFER NOTICE

FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns and transfers unto the person or persons named below the right to
purchase shares of the Common Stock of DEEP WELL OIL & GAS, INC. evidenced by
the attached Warrant.



Date:
      ------------------


- ------------------------------------
      Name of Registered Holder

By:
     -------------------------------
       Name:
       Title:

Transferee Name and Address:

- ------------------------------------------

- ------------------------------------------

- ------------------------------------------


                                      -15-