0001144204-07-009729 Sample Contracts

DEEP WELL OIL & GAS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas • Nevada

This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this 28 day of November, 2005, by and between Deep Well Oil & Gas, Inc., a Nevada corporation (the “Corporation”) and _____________________, an individual resident of Edmonton, Alberta (“Optionee”).

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THIS AGREEMENT MADE AS OF THE 1st DAY OF JULY, 2005
Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas • Alberta

WHEREAS the Company is in the business of buying, selling, financing, developing or otherwise dealing with oil and gas properties

TERMINATION AGREEMENT dated for reference February 28, 2005 AMONG:
Termination Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

NOW THEREFORE, in consideration of ten ($10) USD dollars paid by Surge to each of Nearshore and Northern respectively, Surge’s agreement to enter into the Farmout Agreement, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties), the parties agree as follows:

DEEP WELL OIL & GAS, INC. INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas • Alberta
ASSUMPTION OF LIABILITIES AND INDEMNITY AGREEMENT made as of February 28, 2005 BETWEEN:
Liabilities and Indemnity Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

DEEP WELL OIL & GAS, INC., a Nevada corporation extra-provincially registered In Alberta and NORTHERN ALBERTA OIL LTD., an Alberta corporation (collectively, “Deep Well”)

Deep Well Oil & Gas, Inc. 510, Royal Bank Building 10117 Jasper Avenue Edmonton AB T5J 1W8 Telephone: 780-409-9264 Fax: 780-409-9265
Deep Well Oil & Gas Inc • February 23rd, 2007 • Crude petroleum & natural gas

This letter confirms that the Board of Directors of Deep Well Oil & Gas, Inc. has agreed to extend the date specified in Article 3.1 of the Farmout Agreement dated February 25, 2005, between the Farmor and the Farmee, to September 25, 2005 under the following conditions, which are considered accepted with the signature of yourself on this letter.

FARMOUT ACKNOWLEDGEMENT AGREEMENT
Farmout Acknowledgement Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

WHEREAS Deep Well Oil and Gas, Inc. (herein “Deep Well”), Northern Alberta Oil Ltd. (herein “Northern”) (herein Deep Well and Northern collectively referred to as the “Farmors”), Surge Global Energy, Inc. (“Surge U.S.”) and Surge Global Energy (Canada), Ltd. (the “Farmee”) have entered into a farmout agreement dated February 25, 2005, as amended effective November 1, 2005 (the “Farmout Agreement”) with respect to those leases and lands described in Schedule “A” to the Farmout Agreement (known as the Sawn Lake oil sands property);

JOINT OPERATING AGREEMENT SAWN LAKE AREA, ALBERTA
Joint Operating Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

Deep Well Oil & Gas, Inc., a body corporate, having an office at the City of Calgary, in the Province of Alberta (herein referred to as “DWOG”)

SURGE GLOBAL ENERGY (CANADA), LTD. SURGE GLOBAL ENERGY, INC.
Deep Well Oil & Gas Inc • February 23rd, 2007 • Crude petroleum & natural gas

Further to Article 7 of the Farmout Agreement, upon each occurrence of earning by Farmee in Farmout Lands governed by an Existing JOA, Farmee is to be made a party to the applicable Existing JOA for a 40% participating interest in respect of the earned Farmout Lands. As it is the intention of the parties that Surge Global Energy (Canada), Ltd. (“Surge Canada”) is to be the designated Operator for all of the Farmout Lands in which the Farmee earns an interest pursuant to the Farmout Agreement, the parties have agreed to enter into this letter agreement in order to establish a procedure for Surge Canada to be appointed as the Operator under the Existing JOAs in respect of all Farmout Lands in which the Farmee earns an interest pursuant to the Farmout Agreement.

RE: Farmout Agreement Dated February 25, 2005 Extension for Payment of Prospect Fee
Deep Well Oil & Gas Inc • February 23rd, 2007 • Crude petroleum & natural gas

This Letter will confirm that DEEP WELL OIL & GAS, INC., a Nevada corporation extra-provincially registered in Alberta (“Deep Well”) and NORTHERN ALBERTA OIL LTD., an Alberta corporation (“Northern”) hereby grants a Fifteen (15) Calendar Day extension for the payment of the Prospect Fee (Page8, Article13, Farmout Agreement dated February 25, 2005) to closing date of March 18th 2005.

FARMOUT AMENDING AGREEMENT THIS FARMOUT AMENDING AGREEMENT is made effective as of the 15th day of November, 2005.
Farmout Amending Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

NORTHERN ALBERTA OIL LTD., a body corporate incorporated pursuant to the laws of the Province of Alberta (hereinafter referred to as “NAOL”)

ROYALTY AGREEMENT This Agreement dated this 12th day of December, 2003 BETWEEN:
Royalty Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

MIKWEC ENERGY CANADA LTD., a body corporate, having an office in the City of Edmonton, in the Province of Alberta (hereinafter referred to as “Grantor”)

JOINT OPERATING AGREEMENT SAWN LAKE AREA, ALBERTA
Joint Operating Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

MIKWEC ENERGY CANADA LIMITED, a body corporate, having an office at the City of Calgary, in the Province of Alberta (herein referred to as “MIKWEC”)

BAYTEX ENERGY LTD.
Overriding Royalty Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

Baytex Energy Partnership (hereinafter referred to as “Baytex”) reserved an Overriding Royalty Interest in the Lands, in consideration of entering into that certain Petroleum, Natural Gas and Related Rights Conveyance dated December 19, 2002:

INDEMNITY
Deep Well Oil & Gas Inc • February 23rd, 2007 • Crude petroleum & natural gas

NOW THEREFORE IN CONSIDERATION OF ____________________ (hereinafter called the “Indemnified Party”) agreeing to act, or to continue to act, as a director and/or officer of Northern Alberta Oil Ltd. (hereinafter referred to as "NAOL”), NAOL and Deep Well Oil & Gas, Inc. (hereinafter referred to as "DWOG") hereby covenants and agrees to indemnity and hold harmless the Indemnified Party and his or her heirs and legal representatives, from and against all costs, charges, legal fees and expenses, and all claim, demands, actions, or damages, including any amount paid to settle an action or satisfy a Judgment, incurred by the indemnified Party in respect of any civil, criminal or administrative action or proceeding to which the Indemnified Party is made a party by reason of being or having been a director, officer and or employee of NAOL it:

DEEP WELL OIL & GAS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas • Nevada

This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made this 28 day of November, 2005, by and between Deep Well Oil & Gas, Inc., a Nevada corporation (the “Corporation”) and _________________., an Alberta Company (“Optionee”).

Service Agreement - SA-2005-01
Service Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas • Alberta

Company is engaged in the exploration and exploitation of petroleum resources, predominantly in the Sawn Lake area of the Province of Alberta, Canada,

FARMOUT AGREEMENT
Farmout Agreement • February 23rd, 2007 • Deep Well Oil & Gas Inc • Crude petroleum & natural gas

DEEP WELL OIL & GAS, INC., a Nevada corporation extra-provincially registered in Alberta (“Deep Well”) and NORTHERN ALBERTA OIL LTD., an Alberta corporation (“Northern”)

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