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

                             Form S-8

                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

                   AMERICAN PETRO-HUNTER INC.
     (Exact name of registrant as specified in its charter)

                             Nevada
         (State or other jurisdiction of incorporation)

                           000-22723
                    (Commission File Number)

                           98-0171619
              (IRS Employer Identification Number)

                16055 Fraser Highway, Suite 205
            Surrey, British Columbia, Canada V3S 2W9
             (Address of principal executive office)

                         (604) 597-0036
      (Registrant's telephone number, including area code)

                    TRAVELPORT SYSTEMS INC.
 (Former name or former address, if changed since last report)

       American Petro-Hunter, Inc. 2001 Stock Option Plan
                      (Full title of Plan)



                      CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
Title of Each                 Proposed       Proposed
Class Of                      Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount of
To Be          To Be          Price          Offering       Registration
Registered     Registered     Per Unit       Price          Fee
--------------------------------------------------------------------------

Common Stock   1,500,000      $0.12          $180,000       $45.00
issuable upon
exercise of options
that may be granted
under the Registrant's
2001 Stock Option Plan

(1) The number of shares of Common Stock being registered
consists of shares reserved for issuance pursuant to the
Registrant's 2001 Stock Option Plan and exercise of certain
options to purchase common stock.

(2) Estimated solely for the purpose of calculating the
registration fee.

(3) Represents the average of the high and low sales prices of
the registrant's common stock on March 8, 2002, calculated in
accordance with Rule 457(h).

In accordance with the provisions of Rule 462 promulgated under
the Securities Act, this registration statement will become
effective upon filing with the Securities and Exchange
Commission.

In addition, pursuant to Rule 416 under the Securities Act, this
registration statement also covers additional securities to be
offered or issued in connection with terms that provide for a
change in the amount of stock splits, dividends or similar
transactions.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.  Plan Information

     The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
American Petro-Hunter, Inc. 2001 Stock Option Plan (the "Plan"),
as specified by Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Act"). In accordance with the rules and
regulations of the Securities and Exchange Commission (the
"Commission"), such documents are not required to be filed with
the Commission as part of this Registration Statement.  These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

Item 2.  Registration Information and Employee Plan Annual
         Information

     Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by
reference in the Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule
428(a) or additional information about the Plans are available
without charge by contacting:

                 Patrick A. McGowen, President
                16055 Fraser Highway, Suite 205
            Surrey, British Columbia, Canada V3S 2W9
                         (604) 597-0036


                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

     The following documents filed with the Commission are
incorporated into this Registration Statement by reference:

(a)  (i)  The Registrant's Current Report on Form 10-QSB filed
          with the SEC on November 11, 2001, and Form 10-KSB,
          filed with the SEC on April 17, 2001 for the period
          ending December 31, 2000.

    (ii)  All other reports and documents subsequently filed by
          the Registrant after the date of this Registration
          Statement pursuant to Sections 13(a), 13(c), 14, or
          15(d) of the Securities Exchange Act of 1934 and prior
          to the filing of a post-effective amendment which
          indicates that all securities offered hereby have been
          sold or which deregisters all securities then remaining
          unsold, shall be deemed to be incorporated by reference
          and to be a part hereof from the date of the filing of
          such documents.


Item 4.  Description of Securities

          Not applicable.


Item 5.  Interests of Named Experts and Counsel

     Certain legal matters with respect to the Common Stock
offered hereby will be passed upon for the Company by Dieterich &
Associates.


Item 6.  Indemnification of Directors and Officer

     The Corporation Laws of the State of Nevada and the
Company's Bylaws provide for indemnification of the Company's
Directors for liabilities and expenses that they may incur in
such capacities.  In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a
manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action
or proceeding, actions that the indemnity had no reasonable cause
to believe were unlawful. Furthermore, the personal liability of
the Directors is limited as provided in the Company's Articles of
Incorporation.


Item 7.  Exemption from Registration Claimed

          Not Applicable

Item 8.  Exhibits

     4.1   The American Petro-Hunter, Inc. 2001 Stock Option
Plan, filed herewith.

     4.2   The American Petro-Hunter, Inc. Employee Incentive
Stock Option Agreement pursuant to the 2001 Stock Option Plan.

     4.3   The American Petro-Hunter, Inc. Employee Non-Qualified
Stock Option Agreement pursuant to the 2000 Stock Option Plan.

     5.1   Opinion of Dieterich & Associates, counsel to the
Registrant, regarding legality of securities being registered.

     23.3  Consent of Dieterich & Associates.

     23.4  Consent of Morgan & Company, Independent auditors.

Item 9.  Undertakings

     (a)     The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

     (i)   To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

     (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and

     (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

(2)   That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c)   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.


                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Surrey, British Columbia, Canada, on March 8, 2002.

                                   American Petro-Hunter, Inc.

                                   /s/ Patrick A. McGowen
                                   By: Patrick A. McGowen,
                                   President


                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.

                                   American Petro-Hunter, Inc.
                                   (Registrant)

                                   Date: March 8, 2002

                                   /s/ Patrick A. McGowen
                                   --------------------------
                                   Patrick A. McGowen,
                                   President & Director

                                   /s/ Peter Rook-Green
                                   -------------------------
                                   Peter Rook-Green
                                   CFO, Secretary & Director

Exhibit 4.1

                   AMERICAN PETRO-HUNTER INC.
                     2001 STOCK OPTION PLAN


1.   GRANT OF AWARDS GENERALLY.

     In accordance with the provisions hereinafter set forth in
this stock option plan, the name of which is the American
Petro-Hunter Inc. 2001 STOCK OPTION PLAN (the "Plan"), the Board
of Directors (the "Board") or, the Compensation Committee (the
"Committee") of American Petro-Hunter Inc. (the "Corporation") is
hereby authorized to issue from time to time on the Corporation's
behalf to any one or more Eligible Persons, as hereinafter
defined, Awards to acquire shares of the Corporation's $.001 par
value common stock (the "Stock").

2.   TYPE OF AWARDS

(a)  The Board and the Committee are authorized under this Plan
to enter into any type of arrangement with a Participant that is
not inconsistent with the provisions of this Plan and that, by
its terms, involves or might involve the issuance of (i) shares
of  Stock, or (ii) a Derivative Security (as such term is defined
in Rule 16a-1 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as such Rule may be
amended from time to time) with an exercise or conversion
privilege at a price related to the Stock or with a value derived
from the value of the Stock.  The entering into of any such
arrangement is referred to herein as the "grant" of an "Award."

(b)  Awards are not restricted to any specified form or structure
and may include, without limitation, sales or bonuses of stock,
restricted stock, stock options (including options which meet the
requirements of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), ("ISOs") and options which are not ISOs
(NSOs),  reload stock options in accordance with Paragraph 8
herein ("Reload Options"), stock purchase warrants, other rights
to acquire stock, securities convertible into or redeemable for
stock, stock appreciation rights, limited stock appreciation
rights, phantom stock, dividend equivalents, performance units or
performance shares, and an Award may consist of one such security
or benefit, or two or more of them in tandem or in the
alternative.

(c)  Stock and Derivative Securities may be issued pursuant to an
Award for any lawful consideration as determined by the Board or
the Committee, including, without limitation, services rendered
by the recipient of such Award.

3.   AMOUNT OF STOCK.

     The aggregate number of shares of Stock which may be
purchased pursuant to the exercise of Awards shall be 1,500,000
shares of Stock. Of this amount, the Board or the Committee shall
have the power and authority to designate whether any options so
issued shall be ISOs or NSOs, subject to the restrictions on ISOs
contained elsewhere herein. If an Award ceases to be exercisable,
in whole or in part, the shares of Stock underlying such option
shall continue to be available under this Plan. Further, if
shares of Stock are delivered to the Corporation as payment for
shares of Stock purchased by the exercise of an Award granted
under this Plan, such shares of Stock shall also be available
under this Plan. If there is any change in the number of shares
of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or
exchanges of shares of Stock, or otherwise, the number of shares
of Stock available for purchase upon the exercise of Awards, the
shares of Stock subject to any Award and the exercise price of
any outstanding Awards shall be appropriately adjusted by the
Board or the Stock Option Committee. The Board or the Stock
Option Committee shall give notice of any adjustments to each
Eligible Person granted an Award under this Plan, and such
adjustments shall be effective and binding on all Eligible
Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of
outstanding Stock receive something other than shares of Stock
then, upon exercise of an Award, the Eligible Person will receive
what the holder would have owned if the holder had exercised the
Award immediately before the first such corporate event and not
disposed of anything the holder received as a result of the
corporate event.

4.   ELIGIBLE PERSONS

(a)  With respect to ISOs, an Eligible Person means any
individual who has been employed by the Corporation or by any
subsidiary of the Corporation for a continuous period of at least
thirty (30) days.

(b)  With respect to all other forms of Awards, an Eligible
Person means (i) any individual who has been employed by the
Corporation or by any subsidiary of the Corporation, for a
continuous period of at least sixty (60) days, (ii) any director
of the Corporation or any subsidiary of the Corporation (iii) any
member of the Corporations advisory board or of any of the
Corporation's subsidiary(ies), or (iv) any consultant of the
Corporation or by any subsidiary of the Corporation.


5.   GRANT OF AWARDS.

     The Board or the Committee has the right to issue the Awards
established by this Plan to Eligible Persons. The Board or the
Committee shall follow the procedures prescribed for it elsewhere
in this Plan. A grant of Awards shall be set forth in a writing
signed the Board or by a majority of the members of the
Committee. The writing shall identify whether the Award being
granted includes ISOs and shall set forth the terms which govern
the Awards. The terms shall be determined by the Board or the
Committee, and may include, among other terms, the number of
shares of Stock that may be acquired pursuant to the exercise of
the Awards, when the Awards may be exercised, the period for
which the Award is granted and the expiration date, the effect on
the Awards if the Eligible Person terminates employment, and
whether the Eligible Person may deliver shares of Stock to pay
for the shares of Stock to be purchased by the exercise of the
Award. However, no term shall be set forth in the writing which
is inconsistent with any of the terms of this Plan. The terms of
an Award granted to an Eligible Person may differ from the terms
of an Award granted to another Eligible Person, and may differ
from the terms of an earlier Option granted to the same Eligible
Person.

6.   EXERCISE PRICE.

     The exercise price per share shall be determined by the
Board or the Committee at the time any Award is granted, and
shall be not less than (i) in the case of an ISO, the fair market
value, (ii) in the case of an ISO granted to a ten percent or
greater stockholder, shall be determined by the Board, or (iii)
in the case of all other Awards, not less than 75% of the fair
market value (but in no event less than the par value) of one
share of Stock on the date the Award is granted, as determined by
the Board or the Committee. Fair market value as used herein
shall be:

(a)  If shares of Stock shall be traded on an exchange or
over-the-counter market, the closing price or the closing bid
price of such Stock on such exchange or over-the-counter market
on which such shares shall be traded on that date, or if such
exchange or over-the-counter market is closed or if no shares
shall have traded on such date, on the last preceding date on
which such shares shall have traded, or such other value as
determined by the Board or the Committee.

(b)  If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by the Board or
the Committee.


7.   PAYMENT OF EXERCISE PRICE

(a)  Except as otherwise provided below, payment of the exercise
price for the number of shares of Stock being purchased pursuant
to any Award shall be made (i) in cash, by certified check, or
bank draft, (ii) by tender to the Corporation of shares of Stock
owned by the holder of the Award having a Fair Market Value (as
determined by the Corporation without regard to any restrictions
on transferability applicable to such stock by reason of federal
or state securities laws or agreements with an underwriter for
the Corporation) not less than the exercise price, (iii) by the
assignment of the proceeds of a sale or loan with respect to some
or all of the shares being acquired upon the exercise of the
Award (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from
time to time by the Board of Governors of the Federal Reserve
System) (a "Cashless Exercise"), (iv) by the holder of the
Award's promissory note in a form approved by the Board or the
Committee, (v) by such other consideration as may be approved by
the Board or the Committee from time to time to the extent
permitted by applicable law, or (vi) by any combination thereof.
The Board or the Committee may at any time or from time to time,
by adoption of or by amendment to the standard forms of Awards
described in Section 7, or by other means, grant Awards which do
not permit all of the foregoing forms of consideration to be used
in payment of the exercise price or which otherwise restrict one
or more forms of consideration.

(b)  Notwithstanding the foregoing, an Award may not be exercised
by tender to the Corporation of shares of Stock to the extent
such tender of Stock would constitute a violation of the
provisions of any law, regulation or agreement restricting the
redemption of the Corporation's stock.  Unless otherwise provided
by the Board or the Committee, an Award may not be exercised by
tender to the Corporation of shares of Stock unless such shares
either have been owned by the holder for more than six (6) months
or were not acquired, directly or indirectly, from the
Corporation.

(c)  The Corporation reserves, at any and all times, the right,
in the Corporation's sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the
exercise of Awards by means of a Cashless Exercise.

(d)  No promissory note shall be permitted if the exercise of an
Award using a promissory note would be a violation of any law.
Any permitted promissory note shall be on such terms as the Board
or Committee shall determine. The Board and the Committee shall
have the authority to permit or require the Award holder to
secure any promissory note used to exercise an Award with the
shares of Stock acquired upon the exercise of the Award or with
other collateral acceptable to the Board or the Committee.
Unless otherwise provided by the Board or the Committee, if the
Corporation at any time is subject to the regulations promulgated
by the Board of Governors of the Federal Reserve System or any
other governmental entity affecting the extension of credit in
connection with the Corporation's securities, any promissory note
shall comply with such applicable regulations, and the Award
holder shall pay the unpaid principal and accrued interest if
any, to the extent necessary to comply with such applicable
regulations.

(e)  The Corporation shall have the right, but not the
obligation, to deduct from the shares of Stock issuable upon the
exercise of any Award Option, or to accept from the Award holder
the tender of, a number of whole shares of Stock having a Fair
Market Value, as determined by the Corporation, equal to all or
any part of the federal, state, local and foreign taxes, if any,
required by law to be withheld by the Corporation with respect to
such Award or the shares acquired upon the exercise thereof.
Alternatively or in addition, in its sole discretion, the
Corporation shall have the right to require the Award holder,
through payroll withholding, cash payment or otherwise, including
by means of a Cashless Exercise, to make adequate provision for
any such tax withholding obligations of the Corporation arising
in connection with the Awards or the shares of Stock acquired
upon the exercise thereof.  The Corporation shall have no
obligation to deliver share of Stock or to release shares of
Stock from an escrow established pursuant to the Award until the
Corporation's tax withholding obligations have been satisfied by
the Award holder.

8.   GRANT OF RELOAD OPTIONS

     In granting stock options under this Plan, the Board or the
Committee may, but shall not be obligated to, include a Reload
Option provision therein, subject to the provisions set forth in
Paragraphs 20 and 21 herein. A Reload Option provision provides
that if the Eligible Person pays the exercise price of shares of
Stock to be purchased by the exercise of an Award (the "Original
Option") by delivering to the Corporation shares of Stock already
owned by the Eligible Person (the "Tendered Shares"), the
Eligible Person shall receive a Reload Option which shall be a
new Option to purchase shares of Stock equal in number to the
tendered shares. The terms of any Reload Option shall be
determined by the Board or the Committee consistent with the
provisions of this Plan.



9.   COMMITTEE

     The Committee may be appointed from time to time by the
Board. The Board may from time to time remove members from or add
members to the Committee. The Committee shall be constituted so
as to permit the Plan to comply in all respects with the
provisions set forth in Paragraph 20 herein. The members of the
Committee may elect one to its members as its chairman. The
Committee shall hold its meetings at such time and places as its
chairman shall determine. A majority of the Committee's members
present in person shall constitute a quorum for the transaction
of business. All determinations of the Committee will be made by
the majority vote of the members constituting the quorum. The
members may participate in a meeting of the Committee by
conference telephone or similar communications equipment by means
of which all members participating in the meeting can hear each
other. Participation in a meeting in that manner will constitute
presence in person at the meeting. Any decision or determination
reduced to writing and signed by all members of the Committee
will be effective as if it had been made by a majority vote of
all members of the Committee at a meeting which is duly called
and held.

10.  ADMINISTRATION OF PLAN

     In addition to granting Awards and to exercising the
authority granted to it elsewhere in this Plan, the Board or the
Committee is granted the full right and authority to interpret
and construe the provisions of this Plan, promulgate, amend and
rescind rules and procedures relating to the implementation of
the Plan and to make all other determinations necessary or
advisable for the administration of the Plan, consistent,
however, with the intent of the Corporation that Awards granted
or awarded pursuant to the Plan comply with the provisions of
Paragraph 20 and 21 herein. All determinations made by the Board
or the Committee shall be final, binding and conclusive on all
persons including the Eligible Person, the Corporation and its
stockholders, employees, officers and directors and consultants.
No member of the Board or the Committee will be liable for any
act or omission in connection with the administration of this
Plan unless it is attributable to that member's willful
misconduct.

11.  PROVISIONS APPLICABLE TO ISOs.

     The following provisions shall apply to all ISOs granted by
the Board or the Committee and shall be incorporated by reference
into any writing granting an ISO:

(a)  An ISO may only be granted within ten (10) years from
September 25, 2001, the date that this Plan was originally
adopted by the Board.

(b)  An ISO may not be exercised after the expiration of ten (10)
years from the date the ISO is granted.

(c)  The option price may not be less than the fair market value
of the Stock at the time the ISO is granted.

(d)  An ISO is not transferable by the Eligible Person to whom it
is granted except by will, or the laws of descent and
distribution, and is exercisable during his or her lifetime only
by the Eligible Person.

(e)  If the Eligible Person receiving the ISO owns at the time of
the grant stock possessing more than ten (10%) percent of the
total combined voting power of all classes of stock of the
employer corporation or of its parent or subsidiary corporation
(as those terms are defined in the Code), then the option price
shall be at least 110% of the fair market value of the Stock, and
the ISO shall not be exercisable after the expiration of five (5)
years from the date the ISO is granted.

(f)  The aggregate fair market value (determined at the time the
ISO is granted) of the Stock with respect to which the ISO is
first exercisable by the Eligible Person during any calendar year
(under this Plan and any other incentive stock option plan of the
Corporation) shall not exceed $1,500,000.

(g)  Even if the shares of Stock which are issued upon exercise
of an ISO are sold within one year following the exercise of such
ISO so that the sale constitutes a disqualifying disposition for
ISO treatment under the Code, no provision of this Plan shall be
construed as prohibiting such a sale.

(h)  This Plan was adopted by the Corporation on September 25,
2001, by virtue of its approval by the Board.

12.  DETERMINATION OF FAIR MARKET VALUE

     In granting ISOs under this Plan, the Board or the Committee
shall make a good faith determination as to the fair market value
of the Stock at the time of granting the ISO in accordance with
the provisions of Section 6 above.

13.  RESTRICTIONS ON ISSUANCE OF STOCK

     The Corporation shall not be obligated to sell or issue any
shares of Stock pursuant to the exercise of an Award unless the
Stock with respect to which the Award is being exercised is at
that time effectively registered or exempt from registration
under the Securities Act of 1933, as amended, and any other
applicable laws, rules and regulations. The Corporation may
condition the exercise of an Award granted in accordance herewith
upon receipt from the Eligible Person, or any other purchaser
thereof, of a written representation that at the time of such
exercise it is his or her then present intention to acquire the
shares of Stock for investment and not with a view to, or for
sale in connection with, any distribution thereof; except that,
in the case of a legal representative of an Eligible Person,
"distribution" shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing
any shares of Stock pursuant to the exercise of an Award, the
Corporation shall take such steps as it deems necessary to
satisfy any withholding tax obligations imposed upon it by any
level of government.


14.  EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT

(a)  If an Award holder shall die (i) while an employee of the
Corporation or a Subsidiary or within three months after
termination of his employment with the Corporation or a
Subsidiary because of his disability, or retirement or otherwise,
his Awards may be exercised, to the extent that the Award holder
shall have been entitled to do so on the date of his death or
such termination of employment by the person or persons to whom
the Award holder's right under the Award pass by will or
applicable law, or if no such person has such right, by his
executors or administrators, at any time, or from time to time.
In the event of termination of employment because of his death
while an employee or because of disability, his Awards may be
exercised not later than the expiration date specified in
Paragraph 5 or one year after the Award holder's death, whichever
date is earlier, or in the event of termination of employment
because of retirement or otherwise, not later than the expiration
date specified in Paragraph 5 hereof or one year after the Award
holder's death, whichever date is earlier.

(b)  If an Award holder's employment by the Corporation or a
Subsidiary shall terminate because of his disability and such
Award holder has not died within the following three months, he
may exercise his Awards, to the extent that he shall have been
entitled to do so at the date of the termination of his
employment, at any time, or from time to time, but not later than
the expiration date specified in Paragraph 5 hereof or one year
after termination of employment, whichever date is earlier.

(c)  If an Award holder's employment shall terminate by reason of
his retirement in accordance with the terms of the Corporation's
retirement plans or with the consent of the Board or the
Committee or involuntarily other than by termination for cause,
and such Award holder had not died within the following three
months, he may exercise his Award to the extent he shall have
been entitled to do so at the date of the termination of his
employment, at any time and from time to time, but not later than
the expiration date specified in Paragraph 5 hereof.

(d)  If an Award holder's employment shall terminate for cause,
all right to exercise his Awards shall terminate at the date of
such termination of employment.

15.  CORPORATE EVENTS

     In the event of the proposed dissolution or liquidation of
the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the
Corporation's shares of  Stock, the Board or the Committee shall
declare that each Award granted under this Plan shall terminate
as of a date to be fixed by the Board; provided that not less
than thirty (30) days written notice of the date so fixed shall
be given to each Eligible Person holding an Award, and each such
Eligible Person shall have the right, during the period of thirty
(30) days preceding such termination, to exercise his Award as to
all or any part of the shares of Stock covered thereby, including
shares of Stock as to which such Award would not otherwise be
exercisable. Nothing set forth herein shall extend the term set
for purchasing the shares of Stock set forth in the Award.

16.  NO GUARANTEE OF EMPLOYMENT

     Nothing in this Plan or in any writing granting an Award
will confer upon any Eligible Person the right to continue in the
employ of the Eligible Person's employer, or will interfere with
or restrict in any way the right of the Eligible Person's
employer to discharge such Eligible Person at any time for any
reason whatsoever, with or without cause.

17.  NONTRANSFERABILITY

     No Award granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution. During
the lifetime of the Award holder, an Award shall be exercisable
only by him, or by his guardian or legal representative.

18.  NO RIGHTS AS STOCKHOLDER

     No Award holder shall have any rights as a stockholder with
respect to any shares subject to his Award prior to the date of
issuance to him of a certificate or certificates for such shares.

19.  AMENDMENT AND DISCONTINUANCE OF PLAN

     The Board may amend, suspend or discontinue this Plan at any
time. However, no such action may prejudice the rights of any
Eligible Person who has prior thereto been granted Awards under
this Plan. Further, no amendment to this Plan which has the
effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to
Paragraph 3 herein), or (b) changing the definition of Eligible
Person under this Plan, may be effective unless and until
approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Board
is authorized to seek the approval of the Corporation's
stockholders for any other changes it proposes to make to this
Plan which require such approval, however, the Board may modify
the Plan as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws
treatment of Eligible Persons and the Plan, subject to the
provisions set forth in this Paragraph 19, and Paragraphs 20 and
21.

20.  COMPLIANCE WITH RULE 16B-3

     This Plan is intended to comply in all respects with Rule
16b-3 ("Rule 16b-3") promulgated by the Securities and Exchange
Commission under the Exchange Act, with respect to participants
who are subject to Section 16 of the Exchange Act, and any
provision(s) herein that is/are contrary to Rule 16b-3 shall be
deemed null and void to the extent appropriate by either the
Committee or the Board.

21.  COMPLIANCE WITH CODE

     The aspects of this Plan dealing with ISOs are intended to
comply in every respect with Section 422 of the Code and the
regulations promulgated thereunder. in the event any future
statute or regulation shall modify the existing stature, the
aspects of this Plan on ISOs shall be deemed to incorporate by
reference such modification. Any stock option agreement relating
to any ISO granted pursuant to this Plan outstanding and
unexercised at the time any modifying statute or regulation
becomes effective shall also be deemed to incorporate by
reference such modification and no notice of such modification
need to be given to optionee.

     If any provision of the aspects of this Plan dealing with
ISOs is determined to disqualify the shares purchasable pursuant
to the ISOs granted under this Plan from the special tax
treatment provided by Code Section 422, such provision shall be
deemed null and void and to incorporate by reference the
modification required to qualify the shares for said tax
treatment.

22.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS

     The Plan, the grant and  exercise of Awards thereunder, and
the obligation of the Corporation to sell and deliver Stock under
such Awards, shall be subject to all applicable federal and state
laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. Moreover, no
option may be exercised if its exercise or the receipt of Stock
pursuant thereto would be contrary to applicable laws.

23.  DISPOSITION OF SHARES.

     In the event any share of Stock acquired by an exercise of
an Award granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution within two
years of the date such Award was granted or within one year after
the transfer of such Stock pursuant to such exercise, the Award
holder shall give prompt written notice thereof to the Board or
the Committee.

24.  NAME.

     The Plan shall be known as the "American Petro-Hunter Inc.
2001 Stock Option Plan."

25.  NOTICES

     Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile
transmission (with electronic or written confirmation of receipt)
and when addressed to the Corporation shall be sent to it at its
office, 16055 Fraser Highway, Suite 205, Surrey, British Columbia
V3S 2W9 and when addressed to the Committee shall be sent to it
at 16055 Fraser Highway, Suite 205, Vancouver, British Columbia
V3S 2W9, subject to the right of either party to designate at any
time hereafter in writing some other address, facsimile number or
person to whose attention such notice shall be sent.

26.  HEADINGS

     The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of
reference, and shall not constitute a part of this Plan nor shall
they affect its meaning, construction or effect.


27.  EFFECTIVE DATE
     The Plan, was adopted by the Board on September 25, 2001.
The effective date of the Plan shall be the date on which the
Plan is approved by the stockholders of the Corporation.


Dated as of March 8, 2002


                         American Petro-Hunter Inc.


                                   "Patrick A McGowen"
                                    By:
                                    Its:  President
<PAGE>
Exhibit 4.2

THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT OR THE
COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL (WHICH COUNSEL
AND OPINION SHALL BE SATISFACTORY TO THE COMPANY) THAT
REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                  AMERICAN PETRO-HUNTER, INC.
           EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
                        PURSUANT TO THE
                     2001 STOCK OPTION PLAN

This Employee Incentive Stock Option Agreement (this "Agreement")
is made and entered into as of the Date of Grant indicated below
by and between AMERICAN PETRO-HUNTER, INC., a Nevada corporation
(the "Company"), and the person named below as Employee.

WHEREAS, Employee is an employee of the Company and/or one or
more of its subsidiaries; and

WHEREAS, pursuant to the 2001 Stock Option Plan (the "Plan"), the
committee of the Board of Directors of the Company administering
the Plan (the "Administrator") has approved the grant to Employee
of an option to purchase shares of the Common Stock of the
Company (the "Common Stock"), on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants set forth herein, the parties hereto hereby agree
as follows:

1.   Grant of Option; Certain Terms and Conditions.  The Company
hereby grants to Employee, and Employee hereby accepts, as of the
Date of Grant, an option to purchase the number of shares of
Common Stock indicated below (the "Option Shares") at the
Exercise Price per share indicated below, which option shall
expire at 5:00 p.m., Pacific time, on the Expiration Date
indicated below and shall be subject to all of the terms and
conditions set forth in this Agreement (the "Option").  On each
anniversary of the Date of Grant, the Option shall become
exercisable to purchase ("vest with respect to") that number of
Option Shares (rounded to the nearest whole share) equal to the
total number of Option Shares multiplied by the Annual Vesting
Rate indicated below.




Employee:                               ______________________

Date of Grant:                          ______________________


Number of shares purchasable:           ______________________

Exercise Price per share:*              ______________________

Expiration Date:*                       ______________________


Annual Vesting Rate:                    ______________________


The Option is intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code (an "Incentive
Stock Option").  Employee understands that if the aggregate Fair
Market Value (as defined in the Plan and determined as of the
date such options are granted) of the shares of Common Stock with
respect to which Incentive Stock Options are exercisable for the
first time by Employee during any calendar year (under the Plan
and all other stock option plans of the Company and its parent
and subsidiary corporations) exceeds $500,000, such excess
options (taking into account the order in which they were
granted) shall not be treated for tax purposes as Incentive Stock
Options.


2.   Acceleration of Vesting and Termination of Option.

(a)  Termination of Employment.

(i)  Retirement.  If Employee ceases to be employed by reason of
Employee's retirement in accordance with the Company's
then-current retirement policy ("Retirement"), then (A) the
portion of the Option that has not vested on or prior to the date
of such Retirement shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of such Retirement.

(ii)  Death or Permanent Disability.  If Employee ceases to be
employed by reason of Employee's death or Permanent Disability
(as hereinafter defined), then (A) the portion of the Option that
has not vested on or prior to the date of Employee's death or
Permanent Disability shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of Employee's death or Permanent Disability.  "Permanent
Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous
period of not less than 12 months.  Employee shall not be deemed
to have a Permanent Disability until proof of the existence
thereof shall have been furnished to the Board in such form and
manner, and at such times, as the Board may require.  Any
determination by the Board that Employee does or does not have a
Permanent Disability shall be final and binding upon the Company
and Employee.

(iii)  Termination for Cause.  If Employee is terminated for
Cause, both the vested and unvested portions of the Option shall
terminate immediately.  "Cause" shall mean Employee's (A)
conviction by a court of competent jurisdiction of a felony or
serious misdemeanor involving moral turpitude, (B) willful
disregard of any written directive of the Board that is not
inconsistent with the Articles of Incorporation or Bylaws of the
Company or applicable law, (C) breach of his or her fiduciary
duty involving personal profit, or (D) neglect of his or her
duties that has a material adverse effect on the Company.

(iv)  Other Termination.  If Employee is terminated without Cause
or if the Employee otherwise terminates his/her employment with
the Company (other than pursuant to clauses (i), (ii) and (iii)
above), then (A) the portion of the Option that has not vested on
or prior to the date of such termination of employment shall
terminate on such date and (B) the remaining vested portion of
the Option shall terminate upon the earlier of the Expiration
Date or the 90th day following the date of such termination of
employment; provided, however, that if Employee is terminated
without Cause within one year after a Change of Control, then (x)
the portion of the Option that has not vested on or prior to the
date on which Employee is terminated shall fully vest as of such
date and (y) the Option shall terminate upon the earlier of the
Expiration Date or the 90th day following the date on which
Employee is terminated.  A "Change of Control" shall mean the
first to occur of the following:

(1)  the date upon which the directors of the Company who were
nominated by the Board for election as directors cease to
constitute a majority of the directors of the Company;

(2)  the consummation of a reorganization, merger or
consolidation of the Company (other than a reorganization, merger
or consolidation the sole purpose of which is to change the
Company's domicile solely within the United States) (a) as a
result of which the outstanding securities of the class then
subject to the Option are exchanged for or converted into cash,
property and/or securities not issued by the Company and (b) the
terms of which provide that the Option shall continue in effect
thereafter; or

 (3) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the
Exchange Act of 1934, as amended (the "Exchange Act")) of such
person or entity, shall have become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of
voting securities of the Company representing more than 50% of
the voting power of the Company (a "50% Stockholder"); provided,
however, that the term "50% Stockholder" shall not include (a)
the Company or any of its subsidiaries, (b) any employee benefit
plan of the Company or any of its subsidiaries, (c) any entity
holding voting securities of the Company for or pursuant to the
terms of any such plan, (d) any person or entity who owned
beneficially more than 15% of the outstanding voting stock of the
Company prior to such date on which the Company is required, if
at all, to become a reporting company pursuant to Sections 12 or
15 of the Exchange Act, or (e) any person or entity if the
transaction that resulted in such person or entity becoming a 50%
Stockholder was approved in advance by the Board.

(b)  Death Following Termination of Employment.  Notwithstanding
anything to the contrary in this Agreement, if Employee shall die
at any time after the termination of his or her employment and
prior to the date on which the Option is terminated pursuant to
Section 2(a), then the vested portion of the Option shall
terminate on the earlier of the Expiration Date or the first
anniversary of the date of Optionee's death.

(c)  Acceleration of Option by Administrator.  The Administrator,
in its sole discretion, may accelerate the exercisability of the
Option at any time and for any reason.

(d)  Other Events Causing Acceleration and Termination of Option.
Notwithstanding anything to the contrary in this Agreement, the
Option shall become fully exercisable immediately prior to, and
shall terminate upon, the consummation of any of the following
events:

(i)  the dissolution or liquidation of the Company;

(ii)  a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole
purpose of which is to change the Company's domicile solely
within the United States) the consummation of which results in
the outstanding securities of any class then subject to the
Option being exchanged for or converted into cash, property
and/or a different kind of securities, unless such
reorganization, merger or consolidation shall have been
affirmatively recommended to the shareholders of the Company by
the Board and the terms of such reorganization, merger or
consolidation shall provide that the Option shall continue in
effect thereafter on terms substantially similar to those under
the Plan; or

(iii)  a sale of all or substantially all of the property and
assets of the Company, unless the Terms of such sale shall
provide otherwise.

(e)  Suspension of Vesting on Leave from employment. If for any
reason an employee takes a leave without pay then no vesting will
occur during the "leave".

3.   Adjustments.  In the event that the outstanding securities
of the class then subject to the Option are increased, decreased
or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or
securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, reclassification,
dividend (other than a regular, quarterly cash dividend) or other
distribution, stock split, reverse stock split or the like, or in
the event that substantially all of the property and assets of
the Company are sold, then, unless such event shall cause the
Option to terminate pursuant to Section 2(d) hereof, the
Administrator shall make appropriate and proportionate
adjustments in the number and type of shares or other securities
or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such
adjustments in the Option shall be made without changing the
aggregate Exercise Price of the then unexercised portion of the
Option.

4.   Exercise.  The Option shall be exercisable during Employee's
lifetime only by Employee or by his or her guardian or legal
representative, and after Employee's death only by the person or
entity entitled to do so under Employee's last will and testament
or applicable intestate law.  The Option may only be exercised by
the delivery to the Company of a written notice of such exercise
(the "Exercise Notice"), which notice shall specify the number of
Option Shares to be purchased (the "Purchased Shares") and the
aggregate Exercise Price for such shares, together with payment
in full of such aggregate Exercise Price in cash or by check
payable to the Company; provided, however, that payment of such
aggregate Exercise Price may instead be made, in whole or in
part, by one or more of the following means:

(a)  by the delivery to the Company of a promissory note in a
form and amount satisfactory to the Administrator, provided that
the principal amount of such note shall not exceed the excess of
such aggregate Exercise Price over and above the aggregate par
value of the Purchased Shares; or

(b)  by (i) the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed
or accompanied by a duly executed stock powers, which delivery
effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or
other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value (as defined in the Plan) thereof on
the date of such exercise) and/or (ii) "pyramiding" of shares
issuable upon exercise of the Option, provided that the Company
is not then prohibited from purchasing or acquiring such shares
of Common Stock.

5.   Payment of Withholding Taxes.  If the Company becomes
obligated to withhold an amount on account of any tax imposed as
a result of the exercise of the Option, including, without
limitation, any federal, state, local or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax
(the "Withholding Liability"), then Employee shall, on the date
of exercise and as a condition to the issuance of the Option
Shares, pay the Withholding Liability to the Company in cash or
by check payable to the Company.  Employee hereby consents to the
Company withholding the full amount of the Withholding Liability
from any compensation or other amounts otherwise payable to
Employee if Employee does not pay the Withholding Liability to
the Company on the date of exercise of the Option, and Employee
agrees that the withholding and payment of any such amount by the
Company to the relevant taxing authority shall constitute full
satisfaction of the Company's obligation to pay such compensation
or other amounts to Employee.

6.   Notices.  All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally or five
days after mailing by certified or registered mail, postage
prepaid, return receipt requested, to the Company, Attention:
President, or to Employee at the address set forth beneath his or
her signature on the signature page hereto, or at such other
addresses as they may designate by written notice in the manner
aforesaid.

7.   Stock Exchange or NASDAQ Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no
shares of stock purchased upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be
issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange
upon which shares of that class are then listed or (b) in the
opinion of counsel to the Company, such issuance or delivery
would cause the Company to be in violation of or to incur
liability under any federal, state or other securities law, or
any requirement of any stock exchange listing agreement to which
the Company is a party, or any other requirement of law or of any
administrative or regulatory body having jurisdiction over the
Company.  If required by the Company, at the time of exercise,
Employee shall give to the Company satisfactory assurance in
writing, signed by Employee or his or her legal representative,
such assurances as may be required in order to comply with the
provisions of the Securities Act of 1933, as amended or other
applicable securities laws.

8.   Nontransferability.  Neither the Option nor any interest
therein may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner other than by
will or the laws of descent and distribution.

9.   Plan.  The Option is granted pursuant to the Plan, as in
effect on the Date of Grant, and is subject to all the terms and
conditions of the Plan, as the same may be amended from time to
time; provided, however, that no such amendment shall deprive
Employee, without his or her consent, of the Option or of any of
Employee's rights under this Agreement.  The interpretation and
construction by the Administrator of the Plan, this Agreement,
the Option and such rules and regulations as may be adopted by
the Administrator for the purpose of administering the Plan shall
be final and binding upon Employee.  Until the Option shall
expire, terminate or be exercised in full, the Company shall,
upon written request therefor, send a copy of the Plan, in its
then-current form, to Employee or any other person or entity then
entitled to exercise the Option.

10.  Shareholder Rights.  No person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the
holder of any Option Shares until the Option shall have been duly
exercised to purchase such Option Shares in accordance with the
provisions of this Agreement.

11.  Employment Rights.  No provision of this Agreement or of the
Option granted hereunder shall (a) confer upon Employee any right
to continue in the employ of the Company or any of its
subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of Employee, with or
without cause, or (c) confer upon Employee any right to
participate in any employee welfare or benefit plan or other
program of the Company or any of its subsidiaries other than the
Plan.  Employee hereby acknowledges and agrees that the Company
and each of its subsidiaries may terminate the employment of
Employee at any time and for any reason, or for no reason, unless
Employee and the Company or such subsidiary are parties to a
written employment agreement that expressly provides otherwise.

     12.  Governing Law.  This Agreement and the Option granted
hereunder shall be governed by and construed and enforced in
accordance with the internal laws of the State of Nevada.

IN WITNESS WHEREOF, the Company and Employee have duly executed
this Agreement as of the Date of Grant.


                         NAME_________________

                         By:_______________________________
                         Title:

                         OPTIONEE:

                         __________________________________
                         Signature

                         __________________________________
                         Street Address

                         __________________________________
                         City, State and Zip Code

                         __________________________________
                         Social Security Number



NOTE:

*    The Expiration Date shall not be more than 10 years after
the Date of Grant and the Exercise Price per share shall not be
less than the Fair Market Value (as defined in the Plan) per
share on the Date of Grant; provided, however, that if, on the
Date of Grant, Employee owns (after application of the family and
other attribution rules of Section 425(d) of the Internal Revenue
Code) more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary
corporations, then the Expiration Date shall not be more than
five years after the Date of Grant and the Exercise Price per
share shall not be less than 110% of the Fair Market Value per
share on the Date of Grant.
<PAGE>
Exhibit 4.3

THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT OR THE
COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL (WHICH COUNSEL
AND OPINION SHALL BE SATISFACTORY TO THE COMPANY) THAT
REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                  AMERICAN PETRO-HUNTER, INC.
         EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
                        PURSUANT TO THE
                     2000 STOCK OPTION PLAN

This Employee Non-qualified Stock Option Agreement (this
"Agreement") is made and entered into as of the Date of Grant
indicated below by and between AMERICAN PETRO-HUNTER, INC., a
Nevada corporation (the "Company"), and the person named below as
Employee.

WHEREAS, Employee is an employee of the Company and/or one or
more of its subsidiaries; and

WHEREAS, pursuant to the 2001 Stock Option Plan (the "Plan"), the
committee of the Board of Directors of the Company administering
the Plan (the "Administrator") has approved the grant to Employee
of an option to purchase shares of the Common Stock of the
Company (the "Common Stock"), on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants set forth herein, the parties hereto hereby agree
as follows:

1.    Grant of Option; Certain Terms and Conditions.  The Company
hereby grants to Employee, and Employee hereby accepts, as of the
Date of Grant, an option to purchase the number of shares of
Common Stock indicated below (the "Option Shares") at the
Exercise Price per share indicated below, which option shall
expire at 5:00 p.m., Pacific time, on the Expiration Date
indicated below and shall be subject to all of the terms and
conditions set forth in this Agreement (the "Option").  At the
end of each month after the Date of Grant, the Option shall
become exercisable to purchase ("vest with respect to") that
number of Option Shares (rounded to the nearest whole share)
equal to the total number of Option Shares multiplied by the
Monthly Vesting Rate indicated below.

Employee:                          ______________________

Date of Grant:                     ______________________

Number of shares purchasable:      ______________________

Exercise Price per share:          ______________________

Expiration Date:                   ______________________

Monthly Vesting Rate:              ______________________%


The Option is not intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code.


2.   Acceleration and Suspension of Vesting and Termination of
Option.

(a)  Termination of Employment.

(i)  Retirement.  If Employee ceases to be employed by reason of
Employee's retirement in accordance with the Company's
then-current retirement policy ("Retirement"), then (A) the
portion of the Option that has not vested on or prior to the date
of such Retirement shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of such Retirement.

(ii)  Death or Permanent Disability.  If Employee ceases  to be
employed by reason of Employee's death or Permanent Disability
(as hereinafter defined), then (A) the portion of the Option that
has not vested on or prior to the date of Employee's death or
Permanent Disability shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of Employee's death or Permanent Disability.  "Permanent
Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous
period of not less than 12 months.  Employee shall not be deemed
to have a Permanent Disability until proof of the existence
thereof shall have been furnished to the Board in such form and
manner, and at such times, as the Board may require.  Any
determination by the Board that Employee does or does not have a
Permanent Disability shall be final and binding upon the Company
and Employee.

(iii)  Termination for Cause.  If Employee is terminated for
Cause, both the vested and unvested portions of the Option shall
terminate immediately.  "Cause" shall mean Employee's (A)
conviction by a court of competent jurisdiction of a felony or
serious misdemeanor involving moral turpitude, (B) willful
disregard of any written directive of the Board that is not
inconsistent with the Articles of Incorporation or Bylaws of the
Company or applicable law, (C) breach of his or her fiduciary
duty involving personal profit, or (D) neglect of his or her
duties that has a material adverse effect on the Company.

(iv)  Other Termination.  If Employee is terminated without Cause
or if the Employee otherwise terminates his/her employment with
the Company (other than pursuant to clauses (i), (ii) and (iii)
above), then (A) the portion of the Option that has not vested on
or prior to the date of such termination of employment shall
terminate on such date and (B) the remaining vested portion of
the Option shall terminate upon the earlier of the Expiration
Date or the 90th day following the date of such termination of
employment; provided, however, that if Employee is terminated
without Cause within one year after a Change of Control, then (x)
the portion of the Option that has not vested on or prior to the
date on which Employee is terminated shall fully vest as of such
date and (y) the Option shall terminate upon the earlier of the
Expiration Date or the 90th day following the date on which
Employee is terminated.  A "Change of Control" shall mean the
first to occur of the following:

(1)  the date upon which the directors of the Company who were
nominated by the Board for election as directors cease to
constitute a majority of the directors of the Company;

(2)  the consummation of a reorganization, merger or
consolidation of the Company (other than a reorganization, merger
or consolidation the sole purpose of which is to change the
Company's domicile solely within the United States) (a) as a
result of which the outstanding securities of the class then
subject to the Option are exchanged for or converted into cash,
property and/or securities not issued by the Company and (b) the
terms of which provide that the Option shall continue in effect
thereafter; or

 (3) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the
Exchange Act of 1934, as amended (the "Exchange Act")) of such
person or entity, shall have become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of
voting securities of the Company representing more than 50% of
the voting power of the Company (a "50% Shareholder"); provided,
however, that the term "50% Shareholder" shall not include (a)
the Company or any of its subsidiaries, (b) any employee benefit
plan of the Company or any of its subsidiaries,  ) any entity
holding voting securities of the Company for or pursuant to the
terms of any such plan, (d) any person or entity who owned
beneficially more than 15% of the outstanding voting stock of the
Company prior to such date on which the Company is required, if
at all, to become a reporting company pursuant to Sections 12 or
15 of the Exchange Act, or (e) any person or entity if the
transaction that resulted in such person or entity becoming a 50%
Shareholder was approved in advance by the Board.

(b)  Death Following Termination of Employment.  Notwithstanding
anything to the contrary in this Agreement, if Employee shall die
at any time after the termination of his or her employment and
prior to the date on which the Option is terminated pursuant to
Section 2(a), then the vested portion of the Option shall
terminate on the earlier of the Expiration Date or the first
anniversary of the date of Optionee's death.

(c)  Acceleration of Option by Administrator.  The Administrator,
in its sole discretion, may accelerate the exercisability of the
Option at any time and for any reason.

(d)  Other Events Causing Acceleration and Termination of Option.
Notwithstanding anything to the contrary in this Agreement, the
Option shall become fully exercisable immediately prior to, and
shall terminate upon, the consummation of any of the following
events:

(i)  the dissolution or liquidation of the Company;

(ii)  a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole
purpose of which is to change the Company's domicile solely
within the United States) the consummation of which results in
the outstanding securities of any class then subject to the
Option being exchanged for or converted into cash, property
and/or a different kind of securities, unless such
reorganization, merger or consolidation shall have been
affirmatively recommended to the shareholders of the Company by
the Board and the terms of such reorganization, merger or
consolidation shall provide that the Option shall continue in
effect thereafter on terms substantially similar to those under
the Plan; or

(iii)  a sale of all or substantially all of the property and
assets of the Company, unless the terms of such sale shall
provide otherwise.

(e)  Suspension of Vesting on Leave from Employment.

       If for any reason an employee takes a leave without pay
then no vesting will occur during the "leave".

3.   Adjustments.  In the event that the outstanding securities
of the class then subject to the Option are increased, decreased
or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or
securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, reclassification,
dividend (other than a regular, quarterly cash dividend) or other
distribution, stock split, reverse stock split or the like, or in
the event that substantially all of the property and assets of
the Company are sold, then, unless such event shall cause the
Option to terminate pursuant to Section 2(d) hereof, the
Administrator shall make appropriate and proportionate
adjustments in the number and type of shares or other securities
or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such
adjustments in the Option shall be made without changing the
aggregate Exercise Price of the then unexercised portion of the
Option.

4.   Exercise.  The Option shall be exercisable during Employee's
lifetime only by Employee or by his or her guardian or legal
representative, and after Employee's death only by the person or
entity entitled to do so under Employee's last will and testament
or applicable intestate law.  The Option may only be exercised by
the delivery to the Company of a written notice of such exercise
(the "Exercise Notice"), which notice shall specify the number of
Option Shares to be purchased (the "Purchased Shares") and the
aggregate Exercise Price for such shares, together with payment
in full of such aggregate Exercise Price in cash or by check
payable to the Company; provided, however, that payment of such
aggregate Exercise Price may instead be made, in whole or in
part, by one or more of the following means:

(a)  by the delivery to the Company of a promissory note in a
form and amount satisfactory to the Administrator, provided that
the principal amount of such note shall not exceed the excess of
such aggregate Exercise Price over and above the aggregate par
value of the Purchased Shares; or

(b)  by (i) the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed
or accompanied by a duly executed stock powers, which delivery
effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or
other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value (as defined in the Plan) thereof on
the date of such exercise) and/or (ii) "pyramiding" of shares
issuable upon exercise of the Option, provided that the Company
is not then prohibited from purchasing or acquiring such shares
of Common Stock.

5.   Payment of Withholding Taxes.  If the Company becomes
obligated to withhold an amount on account of any tax imposed as
a result of the exercise of the Option, including, without
limitation, any federal, state, local or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax
(the "Withholding Liability"), then Employee shall, on the date
of exercise and as a condition to the issuance of the Option
Shares, pay the Withholding Liability to the Company in cash or
by check payable to the Company.  Employee hereby consents to the
Company withholding the full amount of the Withholding Liability
from any compensation or other amounts otherwise payable to
Employee if Employee does not pay the Withholding Liability to
the Company on the date of exercise of the Option, and Employee
agrees that the withholding and payment of any such amount by the
Company to the relevant taxing authority shall constitute full
satisfaction of the Company's obligation to pay such compensation
or other amounts to Employee.

6.   Notices.  All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally or five
days after mailing by certified or registered mail, postage
prepaid, return receipt requested, to the Company, Attention:
President, or to Employee at the address set forth beneath his or
her signature on the signature page hereto, or at such other
addresses as they may designate by written notice in the manner
aforesaid.

7.   Stock Exchange or NASDAQ Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no
shares of stock purchased upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be
issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange
upon which shares of that class are then listed or (b) in the
opinion of counsel to the Company, such issuance or delivery
would cause the Company to be in violation of or to incur
liability under any federal, state or other securities law, or
any requirement of any stock exchange listing agreement to which
the Company is a party, or any other requirement of law or of any
administrative or regulatory body having jurisdiction over the
Company.  If required by the Company, at the time of exercise,
Employee shall give to the Company satisfactory assurance in
writing, signed by Employee or his or her legal representative,
such assurances as may be required in order to comply with the
provisions of the Securities Act of 1933, as amended or other
applicable securities laws.

8.   Nontransferability.  Neither the Option nor any interest
therein may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner other than by
will or the laws of descent and distribution.

9.   Plan.  The Option is granted pursuant to the Plan, as in
effect on the Date of Grant, and is subject to all the terms and
conditions of the Plan, as the same may be amended from time to
time; provided, however, that no such amendment shall deprive
Employee, without his or her consent, of the Option or of any of
Employee's rights under this Agreement.  The interpretation and
construction by the Administrator of the Plan, this Agreement,
the Option and such rules and regulations as may be adopted by
the Administrator for the purpose of administering the Plan shall
be final and binding upon Employee.  Until the Option shall
expire, terminate or be exercised in full, the Company shall,
upon written request therefor, send a copy of the Plan, in its
then-current form, to Employee or any other person or entity then
entitled to exercise the Option.

10.  Shareholder Rights.  No person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the
holder of any Option Shares until the Option shall have been duly
exercised to purchase such Option Shares in accordance with the
provisions of this Agreement.

11.  Employment Rights.  No provision of this Agreement or of the
Option granted hereunder shall (a) confer upon Employee any right
to continue in the employ of the Company or any of its
subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of Employee, with or
without cause, or (c) confer upon Employee any right to
participate in any employee welfare or benefit plan or other
program of the Company or any of its subsidiaries other than the
Plan.  Employee hereby acknowledges and agrees that the Company
and each of its subsidiaries may terminate the employment of
Employee at any time and for any reason, or for no reason, unless
Employee and the Company or such subsidiary are parties to a
written employment agreement that expressly provides otherwise.

12.  Governing Law.  This Agreement and the Option granted
hereunder shall be governed by and construed and enforced in
accordance with the internal laws of the State of Nevada.

IN WITNESS WHEREOF, the Company and Employee have duly executed
this Agreement as of the Date of Grant.

                              NAME_________________


                              By:___________________________
                              Title:


                              OPTIONEE:

                              ______________________________
                              Signature

                              ______________________________
                              Street Address

                              ______________________________
                              City, Province and Postal Code

                              ______________________________
                              Social Insurance Number

<PAGE>
Exhibit 5.1

March 8, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

   RE:   AMERICAN PETRO-HUNTER, INC.

Ladies and Gentlemen:

  This office represents AMERICAN PETRO-HUNTER, INC., a Nevada
corporation (the "Registrant") in connection with the
Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of up to 1,500,000 shares of the Registrant's
Common Stock issued to certain individuals for employment and
consulting services under the Company's Year 2001 Stock Option
Plan (the "Shares").

  In connection with our representation, we have examined such
documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.

  Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement,
will be legally issued, fully paid and nonassessable.

  We hereby consent to the inclusion of this opinion in the
Registration Statement and to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in
connection with the registration of the Registered Securities for
offer and sale in such states.

                                 Very  truly  yours,
                                 /S/ Dieterich & Associates
                                 Dieterich  &  Associates

<PAGE>
Exhibit 23.3

Included within Exhibit 5.1 (Opinion of Counsel)


Exhibit 23.4


                      Document is copied.
        CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated April 9, 2001 accompanying
the financial statements of AMERICAN PETRO-HUNTER INC. (FORMERLY
TRAVELPORT SYSTEMS, INC.), appearing in the current report on
form 10KSB, filed with the securities and exchange commission on
April 17, 2001, which are incorporated by reference in this Form
S-8 registration statement. We consent to the incorporation by
reference in the registration statement of the aforementioned
report.

/s/ Morgan & Company
Morgan & Company
Vancouver, Canada
March 8, 2002
[{"type": "S-8", "sequence": "1", "filename": "aaph02s8.txt", "secsgml_size_bytes": 80545}]
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UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                             Form S-8

                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

                   AMERICAN PETRO-HUNTER INC.
     (Exact name of registrant as specified in its charter)

                             Nevada
         (State or other jurisdiction of incorporation)

                           000-22723
                    (Commission File Number)

                           98-0171619
              (IRS Employer Identification Number)

                16055 Fraser Highway, Suite 205
            Surrey, British Columbia, Canada V3S 2W9
             (Address of principal executive office)

                         (604) 597-0036
      (Registrant's telephone number, including area code)

                    TRAVELPORT SYSTEMS INC.
 (Former name or former address, if changed since last report)

       American Petro-Hunter, Inc. 2001 Stock Option Plan
                      (Full title of Plan)

                      CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------
Title of Each                 Proposed       Proposed
Class Of                      Maximum        Maximum
Securities     Amount         Offering       Aggregate      Amount of
To Be          To Be          Price          Offering       Registration
Registered     Registered     Per Unit       Price          Fee
--------------------------------------------------------------------------

Common Stock   1,500,000      $0.12          $180,000       $45.00
issuable upon
exercise of options
that may be granted
under the Registrant's
2001 Stock Option Plan

(1) The number of shares of Common Stock being registered
consists of shares reserved for issuance pursuant to the
Registrant's 2001 Stock Option Plan and exercise of certain
options to purchase common stock.

(2) Estimated solely for the purpose of calculating the
registration fee.

(3) Represents the average of the high and low sales prices of
the registrant's common stock on March 8, 2002, calculated in
accordance with Rule 457(h).

In accordance with the provisions of Rule 462 promulgated under
the Securities Act, this registration statement will become
effective upon filing with the Securities and Exchange
Commission.

In addition, pursuant to Rule 416 under the Securities Act, this
registration statement also covers additional securities to be
offered or issued in connection with terms that provide for a
change in the amount of stock splits, dividends or similar
transactions.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information

     The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the
American Petro-Hunter, Inc. 2001 Stock Option Plan (the "Plan"),
as specified by Rule 428(b)(1) under the Securities Act of 1933,
as amended (the "Act"). In accordance with the rules and
regulations of the Securities and Exchange Commission (the
"Commission"), such documents are not required to be filed with
the Commission as part of this Registration Statement.  These
documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

Item 2.  Registration Information and Employee Plan Annual
         Information

     Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this
Registration Statement (which documents are incorporated by
reference in the Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule
428(a) or additional information about the Plans are available
without charge by contacting:

                 Patrick A. McGowen, President
                16055 Fraser Highway, Suite 205
            Surrey, British Columbia, Canada V3S 2W9
                         (604) 597-0036

                            PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents filed with the Commission are
incorporated into this Registration Statement by reference:

(a)  (i)  The Registrant's Current Report on Form 10-QSB filed
          with the SEC on November 11, 2001, and Form 10-KSB,
          filed with the SEC on April 17, 2001 for the period
          ending December 31, 2000.

    (ii)  All other reports and documents subsequently filed by
          the Registrant after the date of this Registration
          Statement pursuant to Sections 13(a), 13(c), 14, or
          15(d) of the Securities Exchange Act of 1934 and prior
          to the filing of a post-effective amendment which
          indicates that all securities offered hereby have been
          sold or which deregisters all securities then remaining
          unsold, shall be deemed to be incorporated by reference
          and to be a part hereof from the date of the filing of
          such documents.

Item 4.  Description of Securities

          Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Certain legal matters with respect to the Common Stock
offered hereby will be passed upon for the Company by Dieterich &
Associates.

Item 6.  Indemnification of Directors and Officer

     The Corporation Laws of the State of Nevada and the
Company's Bylaws provide for indemnification of the Company's
Directors for liabilities and expenses that they may incur in
such capacities.  In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a
manner reasonably believed to be in, or not opposed to, the best
interests of the Company, and with respect to any criminal action
or proceeding, actions that the indemnity had no reasonable cause
to believe were unlawful. Furthermore, the personal liability of
the Directors is limited as provided in the Company's Articles of
Incorporation.

Item 7.  Exemption from Registration Claimed

          Not Applicable

Item 8.  Exhibits

     4.1   The American Petro-Hunter, Inc. 2001 Stock Option
Plan, filed herewith.

     4.2   The American Petro-Hunter, Inc. Employee Incentive
Stock Option Agreement pursuant to the 2001 Stock Option Plan.

     4.3   The American Petro-Hunter, Inc. Employee Non-Qualified
Stock Option Agreement pursuant to the 2000 Stock Option Plan.

     5.1   Opinion of Dieterich & Associates, counsel to the
Registrant, regarding legality of securities being registered.

     23.3  Consent of Dieterich & Associates.

     23.4  Consent of Morgan & Company, Independent auditors.

Item 9.  Undertakings

     (a)     The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:

     (i)   To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

     (ii)   To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and

     (iii)   To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.

(2)   That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b)   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c)   Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Surrey, British Columbia, Canada, on March 8, 2002.

                                   American Petro-Hunter, Inc.

                                   /s/ Patrick A. McGowen
                                   By: Patrick A. McGowen,
                                   President

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.

                                   American Petro-Hunter, Inc.
                                   (Registrant)

                                   Date: March 8, 2002

                                   /s/ Patrick A. McGowen
                                   --------------------------
                                   Patrick A. McGowen,
                                   President & Director

                                   /s/ Peter Rook-Green
                                   -------------------------
                                   Peter Rook-Green
                                   CFO, Secretary & Director

Exhibit 4.1

                   AMERICAN PETRO-HUNTER INC.
                     2001 STOCK OPTION PLAN

1.   GRANT OF AWARDS GENERALLY.

     In accordance with the provisions hereinafter set forth in
this stock option plan, the name of which is the American
Petro-Hunter Inc. 2001 STOCK OPTION PLAN (the "Plan"), the Board
of Directors (the "Board") or, the Compensation Committee (the
"Committee") of American Petro-Hunter Inc. (the "Corporation") is
hereby authorized to issue from time to time on the Corporation's
behalf to any one or more Eligible Persons, as hereinafter
defined, Awards to acquire shares of the Corporation's $.001 par
value common stock (the "Stock").

2.   TYPE OF AWARDS

(a)  The Board and the Committee are authorized under this Plan
to enter into any type of arrangement with a Participant that is
not inconsistent with the provisions of this Plan and that, by
its terms, involves or might involve the issuance of (i) shares
of  Stock, or (ii) a Derivative Security (as such term is defined
in Rule 16a-1 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as such Rule may be
amended from time to time) with an exercise or conversion
privilege at a price related to the Stock or with a value derived
from the value of the Stock.  The entering into of any such
arrangement is referred to herein as the "grant" of an "Award."

(b)  Awards are not restricted to any specified form or structure
and may include, without limitation, sales or bonuses of stock,
restricted stock, stock options (including options which meet the
requirements of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), ("ISOs") and options which are not ISOs
(NSOs),  reload stock options in accordance with Paragraph 8
herein ("Reload Options"), stock purchase warrants, other rights
to acquire stock, securities convertible into or redeemable for
stock, stock appreciation rights, limited stock appreciation
rights, phantom stock, dividend equivalents, performance units or
performance shares, and an Award may consist of one such security
or benefit, or two or more of them in tandem or in the
alternative.

(c)  Stock and Derivative Securities may be issued pursuant to an
Award for any lawful consideration as determined by the Board or
the Committee, including, without limitation, services rendered
by the recipient of such Award.

3.   AMOUNT OF STOCK.

     The aggregate number of shares of Stock which may be
purchased pursuant to the exercise of Awards shall be 1,500,000
shares of Stock. Of this amount, the Board or the Committee shall
have the power and authority to designate whether any options so
issued shall be ISOs or NSOs, subject to the restrictions on ISOs
contained elsewhere herein. If an Award ceases to be exercisable,
in whole or in part, the shares of Stock underlying such option
shall continue to be available under this Plan. Further, if
shares of Stock are delivered to the Corporation as payment for
shares of Stock purchased by the exercise of an Award granted
under this Plan, such shares of Stock shall also be available
under this Plan. If there is any change in the number of shares
of Stock on account of the declaration of stock dividends,
recapitalization resulting in stock split-ups, or combinations or
exchanges of shares of Stock, or otherwise, the number of shares
of Stock available for purchase upon the exercise of Awards, the
shares of Stock subject to any Award and the exercise price of
any outstanding Awards shall be appropriately adjusted by the
Board or the Stock Option Committee. The Board or the Stock
Option Committee shall give notice of any adjustments to each
Eligible Person granted an Award under this Plan, and such
adjustments shall be effective and binding on all Eligible
Persons. If because of one or more recapitalizations,
reorganizations or other corporate events, the holders of
outstanding Stock receive something other than shares of Stock
then, upon exercise of an Award, the Eligible Person will receive
what the holder would have owned if the holder had exercised the
Award immediately before the first such corporate event and not
disposed of anything the holder received as a result of the
corporate event.

4.   ELIGIBLE PERSONS

(a)  With respect to ISOs, an Eligible Person means any
individual who has been employed by the Corporation or by any
subsidiary of the Corporation for a continuous period of at least
thirty (30) days.

(b)  With respect to all other forms of Awards, an Eligible
Person means (i) any individual who has been employed by the
Corporation or by any subsidiary of the Corporation, for a
continuous period of at least sixty (60) days, (ii) any director
of the Corporation or any subsidiary of the Corporation (iii) any
member of the Corporations advisory board or of any of the
Corporation's subsidiary(ies), or (iv) any consultant of the
Corporation or by any subsidiary of the Corporation.

5.   GRANT OF AWARDS.

     The Board or the Committee has the right to issue the Awards
established by this Plan to Eligible Persons. The Board or the
Committee shall follow the procedures prescribed for it elsewhere
in this Plan. A grant of Awards shall be set forth in a writing
signed the Board or by a majority of the members of the
Committee. The writing shall identify whether the Award being
granted includes ISOs and shall set forth the terms which govern
the Awards. The terms shall be determined by the Board or the
Committee, and may include, among other terms, the number of
shares of Stock that may be acquired pursuant to the exercise of
the Awards, when the Awards may be exercised, the period for
which the Award is granted and the expiration date, the effect on
the Awards if the Eligible Person terminates employment, and
whether the Eligible Person may deliver shares of Stock to pay
for the shares of Stock to be purchased by the exercise of the
Award. However, no term shall be set forth in the writing which
is inconsistent with any of the terms of this Plan. The terms of
an Award granted to an Eligible Person may differ from the terms
of an Award granted to another Eligible Person, and may differ
from the terms of an earlier Option granted to the same Eligible
Person.

6.   EXERCISE PRICE.

     The exercise price per share shall be determined by the
Board or the Committee at the time any Award is granted, and
shall be not less than (i) in the case of an ISO, the fair market
value, (ii) in the case of an ISO granted to a ten percent or
greater stockholder, shall be determined by the Board, or (iii)
in the case of all other Awards, not less than 75% of the fair
market value (but in no event less than the par value) of one
share of Stock on the date the Award is granted, as determined by
the Board or the Committee. Fair market value as used herein
shall be:

(a)  If shares of Stock shall be traded on an exchange or
over-the-counter market, the closing price or the closing bid
price of such Stock on such exchange or over-the-counter market
on which such shares shall be traded on that date, or if such
exchange or over-the-counter market is closed or if no shares
shall have traded on such date, on the last preceding date on
which such shares shall have traded, or such other value as
determined by the Board or the Committee.

(b)  If shares of Stock shall not be traded on an exchange or
over-the-counter market, the value as determined by the Board or
the Committee.

7.   PAYMENT OF EXERCISE PRICE

(a)  Except as otherwise provided below, payment of the exercise
price for the number of shares of Stock being purchased pursuant
to any Award shall be made (i) in cash, by certified check, or
bank draft, (ii) by tender to the Corporation of shares of Stock
owned by the holder of the Award having a Fair Market Value (as
determined by the Corporation without regard to any restrictions
on transferability applicable to such stock by reason of federal
or state securities laws or agreements with an underwriter for
the Corporation) not less than the exercise price, (iii) by the
assignment of the proceeds of a sale or loan with respect to some
or all of the shares being acquired upon the exercise of the
Award (including, without limitation, through an exercise
complying with the provisions of Regulation T as promulgated from
time to time by the Board of Governors of the Federal Reserve
System) (a "Cashless Exercise"), (iv) by the holder of the
Award's promissory note in a form approved by the Board or the
Committee, (v) by such other consideration as may be approved by
the Board or the Committee from time to time to the extent
permitted by applicable law, or (vi) by any combination thereof.
The Board or the Committee may at any time or from time to time,
by adoption of or by amendment to the standard forms of Awards
described in Section 7, or by other means, grant Awards which do
not permit all of the foregoing forms of consideration to be used
in payment of the exercise price or which otherwise restrict one
or more forms of consideration.

(b)  Notwithstanding the foregoing, an Award may not be exercised
by tender to the Corporation of shares of Stock to the extent
such tender of Stock would constitute a violation of the
provisions of any law, regulation or agreement restricting the
redemption of the Corporation's stock.  Unless otherwise provided
by the Board or the Committee, an Award may not be exercised by
tender to the Corporation of shares of Stock unless such shares
either have been owned by the holder for more than six (6) months
or were not acquired, directly or indirectly, from the
Corporation.

(c)  The Corporation reserves, at any and all times, the right,
in the Corporation's sole and absolute discretion, to establish,
decline to approve or terminate any program or procedures for the
exercise of Awards by means of a Cashless Exercise.

(d)  No promissory note shall be permitted if the exercise of an
Award using a promissory note would be a violation of any law.
Any permitted promissory note shall be on such terms as the Board
or Committee shall determine. The Board and the Committee shall
have the authority to permit or require the Award holder to
secure any promissory note used to exercise an Award with the
shares of Stock acquired upon the exercise of the Award or with
other collateral acceptable to the Board or the Committee.
Unless otherwise provided by the Board or the Committee, if the
Corporation at any time is subject to the regulations promulgated
by the Board of Governors of the Federal Reserve System or any
other governmental entity affecting the extension of credit in
connection with the Corporation's securities, any promissory note
shall comply with such applicable regulations, and the Award
holder shall pay the unpaid principal and accrued interest if
any, to the extent necessary to comply with such applicable
regulations.

(e)  The Corporation shall have the right, but not the
obligation, to deduct from the shares of Stock issuable upon the
exercise of any Award Option, or to accept from the Award holder
the tender of, a number of whole shares of Stock having a Fair
Market Value, as determined by the Corporation, equal to all or
any part of the federal, state, local and foreign taxes, if any,
required by law to be withheld by the Corporation with respect to
such Award or the shares acquired upon the exercise thereof.
Alternatively or in addition, in its sole discretion, the
Corporation shall have the right to require the Award holder,
through payroll withholding, cash payment or otherwise, including
by means of a Cashless Exercise, to make adequate provision for
any such tax withholding obligations of the Corporation arising
in connection with the Awards or the shares of Stock acquired
upon the exercise thereof.  The Corporation shall have no
obligation to deliver share of Stock or to release shares of
Stock from an escrow established pursuant to the Award until the
Corporation's tax withholding obligations have been satisfied by
the Award holder.

8.   GRANT OF RELOAD OPTIONS

     In granting stock options under this Plan, the Board or the
Committee may, but shall not be obligated to, include a Reload
Option provision therein, subject to the provisions set forth in
Paragraphs 20 and 21 herein. A Reload Option provision provides
that if the Eligible Person pays the exercise price of shares of
Stock to be purchased by the exercise of an Award (the "Original
Option") by delivering to the Corporation shares of Stock already
owned by the Eligible Person (the "Tendered Shares"), the
Eligible Person shall receive a Reload Option which shall be a
new Option to purchase shares of Stock equal in number to the
tendered shares. The terms of any Reload Option shall be
determined by the Board or the Committee consistent with the
provisions of this Plan.

9.   COMMITTEE

     The Committee may be appointed from time to time by the
Board. The Board may from time to time remove members from or add
members to the Committee. The Committee shall be constituted so
as to permit the Plan to comply in all respects with the
provisions set forth in Paragraph 20 herein. The members of the
Committee may elect one to its members as its chairman. The
Committee shall hold its meetings at such time and places as its
chairman shall determine. A majority of the Committee's members
present in person shall constitute a quorum for the transaction
of business. All determinations of the Committee will be made by
the majority vote of the members constituting the quorum. The
members may participate in a meeting of the Committee by
conference telephone or similar communications equipment by means
of which all members participating in the meeting can hear each
other. Participation in a meeting in that manner will constitute
presence in person at the meeting. Any decision or determination
reduced to writing and signed by all members of the Committee
will be effective as if it had been made by a majority vote of
all members of the Committee at a meeting which is duly called
and held.

10.  ADMINISTRATION OF PLAN

     In addition to granting Awards and to exercising the
authority granted to it elsewhere in this Plan, the Board or the
Committee is granted the full right and authority to interpret
and construe the provisions of this Plan, promulgate, amend and
rescind rules and procedures relating to the implementation of
the Plan and to make all other determinations necessary or
advisable for the administration of the Plan, consistent,
however, with the intent of the Corporation that Awards granted
or awarded pursuant to the Plan comply with the provisions of
Paragraph 20 and 21 herein. All determinations made by the Board
or the Committee shall be final, binding and conclusive on all
persons including the Eligible Person, the Corporation and its
stockholders, employees, officers and directors and consultants.
No member of the Board or the Committee will be liable for any
act or omission in connection with the administration of this
Plan unless it is attributable to that member's willful
misconduct.

11.  PROVISIONS APPLICABLE TO ISOs.

     The following provisions shall apply to all ISOs granted by
the Board or the Committee and shall be incorporated by reference
into any writing granting an ISO:

(a)  An ISO may only be granted within ten (10) years from
September 25, 2001, the date that this Plan was originally
adopted by the Board.

(b)  An ISO may not be exercised after the expiration of ten (10)
years from the date the ISO is granted.

(c)  The option price may not be less than the fair market value
of the Stock at the time the ISO is granted.

(d)  An ISO is not transferable by the Eligible Person to whom it
is granted except by will, or the laws of descent and
distribution, and is exercisable during his or her lifetime only
by the Eligible Person.

(e)  If the Eligible Person receiving the ISO owns at the time of
the grant stock possessing more than ten (10%) percent of the
total combined voting power of all classes of stock of the
employer corporation or of its parent or subsidiary corporation
(as those terms are defined in the Code), then the option price
shall be at least 110% of the fair market value of the Stock, and
the ISO shall not be exercisable after the expiration of five (5)
years from the date the ISO is granted.

(f)  The aggregate fair market value (determined at the time the
ISO is granted) of the Stock with respect to which the ISO is
first exercisable by the Eligible Person during any calendar year
(under this Plan and any other incentive stock option plan of the
Corporation) shall not exceed $1,500,000.

(g)  Even if the shares of Stock which are issued upon exercise
of an ISO are sold within one year following the exercise of such
ISO so that the sale constitutes a disqualifying disposition for
ISO treatment under the Code, no provision of this Plan shall be
construed as prohibiting such a sale.

(h)  This Plan was adopted by the Corporation on September 25,
2001, by virtue of its approval by the Board.

12.  DETERMINATION OF FAIR MARKET VALUE

     In granting ISOs under this Plan, the Board or the Committee
shall make a good faith determination as to the fair market value
of the Stock at the time of granting the ISO in accordance with
the provisions of Section 6 above.

13.  RESTRICTIONS ON ISSUANCE OF STOCK

     The Corporation shall not be obligated to sell or issue any
shares of Stock pursuant to the exercise of an Award unless the
Stock with respect to which the Award is being exercised is at
that time effectively registered or exempt from registration
under the Securities Act of 1933, as amended, and any other
applicable laws, rules and regulations. The Corporation may
condition the exercise of an Award granted in accordance herewith
upon receipt from the Eligible Person, or any other purchaser
thereof, of a written representation that at the time of such
exercise it is his or her then present intention to acquire the
shares of Stock for investment and not with a view to, or for
sale in connection with, any distribution thereof; except that,
in the case of a legal representative of an Eligible Person,
"distribution" shall be defined to exclude distribution by will
or under the laws of descent and distribution. Prior to issuing
any shares of Stock pursuant to the exercise of an Award, the
Corporation shall take such steps as it deems necessary to
satisfy any withholding tax obligations imposed upon it by any
level of government.

14.  EXERCISE IN THE EVENT OF DEATH OR TERMINATION OF EMPLOYMENT

(a)  If an Award holder shall die (i) while an employee of the
Corporation or a Subsidiary or within three months after
termination of his employment with the Corporation or a
Subsidiary because of his disability, or retirement or otherwise,
his Awards may be exercised, to the extent that the Award holder
shall have been entitled to do so on the date of his death or
such termination of employment by the person or persons to whom
the Award holder's right under the Award pass by will or
applicable law, or if no such person has such right, by his
executors or administrators, at any time, or from time to time.
In the event of termination of employment because of his death
while an employee or because of disability, his Awards may be
exercised not later than the expiration date specified in
Paragraph 5 or one year after the Award holder's death, whichever
date is earlier, or in the event of termination of employment
because of retirement or otherwise, not later than the expiration
date specified in Paragraph 5 hereof or one year after the Award
holder's death, whichever date is earlier.

(b)  If an Award holder's employment by the Corporation or a
Subsidiary shall terminate because of his disability and such
Award holder has not died within the following three months, he
may exercise his Awards, to the extent that he shall have been
entitled to do so at the date of the termination of his
employment, at any time, or from time to time, but not later than
the expiration date specified in Paragraph 5 hereof or one year
after termination of employment, whichever date is earlier.

(c)  If an Award holder's employment shall terminate by reason of
his retirement in accordance with the terms of the Corporation's
retirement plans or with the consent of the Board or the
Committee or involuntarily other than by termination for cause,
and such Award holder had not died within the following three
months, he may exercise his Award to the extent he shall have
been entitled to do so at the date of the termination of his
employment, at any time and from time to time, but not later than
the expiration date specified in Paragraph 5 hereof.

(d)  If an Award holder's employment shall terminate for cause,
all right to exercise his Awards shall terminate at the date of
such termination of employment.

15.  CORPORATE EVENTS

     In the event of the proposed dissolution or liquidation of
the Corporation, a proposed sale of all or substantially all of
the assets of the Corporation, a merger or tender for the
Corporation's shares of  Stock, the Board or the Committee shall
declare that each Award granted under this Plan shall terminate
as of a date to be fixed by the Board; provided that not less
than thirty (30) days written notice of the date so fixed shall
be given to each Eligible Person holding an Award, and each such
Eligible Person shall have the right, during the period of thirty
(30) days preceding such termination, to exercise his Award as to
all or any part of the shares of Stock covered thereby, including
shares of Stock as to which such Award would not otherwise be
exercisable. Nothing set forth herein shall extend the term set
for purchasing the shares of Stock set forth in the Award.

16.  NO GUARANTEE OF EMPLOYMENT

     Nothing in this Plan or in any writing granting an Award
will confer upon any Eligible Person the right to continue in the
employ of the Eligible Person's employer, or will interfere with
or restrict in any way the right of the Eligible Person's
employer to discharge such Eligible Person at any time for any
reason whatsoever, with or without cause.

17.  NONTRANSFERABILITY

     No Award granted under the Plan shall be transferable other
than by will or by the laws of descent and distribution. During
the lifetime of the Award holder, an Award shall be exercisable
only by him, or by his guardian or legal representative.

18.  NO RIGHTS AS STOCKHOLDER

     No Award holder shall have any rights as a stockholder with
respect to any shares subject to his Award prior to the date of
issuance to him of a certificate or certificates for such shares.

19.  AMENDMENT AND DISCONTINUANCE OF PLAN

     The Board may amend, suspend or discontinue this Plan at any
time. However, no such action may prejudice the rights of any
Eligible Person who has prior thereto been granted Awards under
this Plan. Further, no amendment to this Plan which has the
effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to
Paragraph 3 herein), or (b) changing the definition of Eligible
Person under this Plan, may be effective unless and until
approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Board
is authorized to seek the approval of the Corporation's
stockholders for any other changes it proposes to make to this
Plan which require such approval, however, the Board may modify
the Plan as necessary, to effectuate the intent of the Plan as a
result of any changes in the tax, accounting or securities laws
treatment of Eligible Persons and the Plan, subject to the
provisions set forth in this Paragraph 19, and Paragraphs 20 and
21.

20.  COMPLIANCE WITH RULE 16B-3

     This Plan is intended to comply in all respects with Rule
16b-3 ("Rule 16b-3") promulgated by the Securities and Exchange
Commission under the Exchange Act, with respect to participants
who are subject to Section 16 of the Exchange Act, and any
provision(s) herein that is/are contrary to Rule 16b-3 shall be
deemed null and void to the extent appropriate by either the
Committee or the Board.

21.  COMPLIANCE WITH CODE

     The aspects of this Plan dealing with ISOs are intended to
comply in every respect with Section 422 of the Code and the
regulations promulgated thereunder. in the event any future
statute or regulation shall modify the existing stature, the
aspects of this Plan on ISOs shall be deemed to incorporate by
reference such modification. Any stock option agreement relating
to any ISO granted pursuant to this Plan outstanding and
unexercised at the time any modifying statute or regulation
becomes effective shall also be deemed to incorporate by
reference such modification and no notice of such modification
need to be given to optionee.

     If any provision of the aspects of this Plan dealing with
ISOs is determined to disqualify the shares purchasable pursuant
to the ISOs granted under this Plan from the special tax
treatment provided by Code Section 422, such provision shall be
deemed null and void and to incorporate by reference the
modification required to qualify the shares for said tax
treatment.

22.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS

     The Plan, the grant and  exercise of Awards thereunder, and
the obligation of the Corporation to sell and deliver Stock under
such Awards, shall be subject to all applicable federal and state
laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. Moreover, no
option may be exercised if its exercise or the receipt of Stock
pursuant thereto would be contrary to applicable laws.

23.  DISPOSITION OF SHARES.

     In the event any share of Stock acquired by an exercise of
an Award granted under the Plan shall be transferable other than
by will or by the laws of descent and distribution within two
years of the date such Award was granted or within one year after
the transfer of such Stock pursuant to such exercise, the Award
holder shall give prompt written notice thereof to the Board or
the Committee.

24.  NAME.

     The Plan shall be known as the "American Petro-Hunter Inc.
2001 Stock Option Plan."

25.  NOTICES

     Any notice hereunder shall be in writing and sent by
certified mail, return receipt requested or by facsimile
transmission (with electronic or written confirmation of receipt)
and when addressed to the Corporation shall be sent to it at its
office, 16055 Fraser Highway, Suite 205, Surrey, British Columbia
V3S 2W9 and when addressed to the Committee shall be sent to it
at 16055 Fraser Highway, Suite 205, Vancouver, British Columbia
V3S 2W9, subject to the right of either party to designate at any
time hereafter in writing some other address, facsimile number or
person to whose attention such notice shall be sent.

26.  HEADINGS

     The headings preceding the text of Sections and
subparagraphs hereof are inserted solely for convenience of
reference, and shall not constitute a part of this Plan nor shall
they affect its meaning, construction or effect.

27.  EFFECTIVE DATE
     The Plan, was adopted by the Board on September 25, 2001.
The effective date of the Plan shall be the date on which the
Plan is approved by the stockholders of the Corporation.

Dated as of March 8, 2002

                         American Petro-Hunter Inc.

                                   "Patrick A McGowen"
                                    By:
                                    Its:  President
Exhibit 4.2

THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT OR THE
COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL (WHICH COUNSEL
AND OPINION SHALL BE SATISFACTORY TO THE COMPANY) THAT
REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                  AMERICAN PETRO-HUNTER, INC.
           EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
                        PURSUANT TO THE
                     2001 STOCK OPTION PLAN

This Employee Incentive Stock Option Agreement (this "Agreement")
is made and entered into as of the Date of Grant indicated below
by and between AMERICAN PETRO-HUNTER, INC., a Nevada corporation
(the "Company"), and the person named below as Employee.

WHEREAS, Employee is an employee of the Company and/or one or
more of its subsidiaries; and

WHEREAS, pursuant to the 2001 Stock Option Plan (the "Plan"), the
committee of the Board of Directors of the Company administering
the Plan (the "Administrator") has approved the grant to Employee
of an option to purchase shares of the Common Stock of the
Company (the "Common Stock"), on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants set forth herein, the parties hereto hereby agree
as follows:

1.   Grant of Option; Certain Terms and Conditions.  The Company
hereby grants to Employee, and Employee hereby accepts, as of the
Date of Grant, an option to purchase the number of shares of
Common Stock indicated below (the "Option Shares") at the
Exercise Price per share indicated below, which option shall
expire at 5:00 p.m., Pacific time, on the Expiration Date
indicated below and shall be subject to all of the terms and
conditions set forth in this Agreement (the "Option").  On each
anniversary of the Date of Grant, the Option shall become
exercisable to purchase ("vest with respect to") that number of
Option Shares (rounded to the nearest whole share) equal to the
total number of Option Shares multiplied by the Annual Vesting
Rate indicated below.

Employee:                               ______________________

Date of Grant:                          ______________________

Number of shares purchasable:           ______________________

Exercise Price per share:*              ______________________

Expiration Date:*                       ______________________

Annual Vesting Rate:                    ______________________

The Option is intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code (an "Incentive
Stock Option").  Employee understands that if the aggregate Fair
Market Value (as defined in the Plan and determined as of the
date such options are granted) of the shares of Common Stock with
respect to which Incentive Stock Options are exercisable for the
first time by Employee during any calendar year (under the Plan
and all other stock option plans of the Company and its parent
and subsidiary corporations) exceeds $500,000, such excess
options (taking into account the order in which they were
granted) shall not be treated for tax purposes as Incentive Stock
Options.

2.   Acceleration of Vesting and Termination of Option.

(a)  Termination of Employment.

(i)  Retirement.  If Employee ceases to be employed by reason of
Employee's retirement in accordance with the Company's
then-current retirement policy ("Retirement"), then (A) the
portion of the Option that has not vested on or prior to the date
of such Retirement shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of such Retirement.

(ii)  Death or Permanent Disability.  If Employee ceases to be
employed by reason of Employee's death or Permanent Disability
(as hereinafter defined), then (A) the portion of the Option that
has not vested on or prior to the date of Employee's death or
Permanent Disability shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of Employee's death or Permanent Disability.  "Permanent
Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous
period of not less than 12 months.  Employee shall not be deemed
to have a Permanent Disability until proof of the existence
thereof shall have been furnished to the Board in such form and
manner, and at such times, as the Board may require.  Any
determination by the Board that Employee does or does not have a
Permanent Disability shall be final and binding upon the Company
and Employee.

(iii)  Termination for Cause.  If Employee is terminated for
Cause, both the vested and unvested portions of the Option shall
terminate immediately.  "Cause" shall mean Employee's (A)
conviction by a court of competent jurisdiction of a felony or
serious misdemeanor involving moral turpitude, (B) willful
disregard of any written directive of the Board that is not
inconsistent with the Articles of Incorporation or Bylaws of the
Company or applicable law, (C) breach of his or her fiduciary
duty involving personal profit, or (D) neglect of his or her
duties that has a material adverse effect on the Company.

(iv)  Other Termination.  If Employee is terminated without Cause
or if the Employee otherwise terminates his/her employment with
the Company (other than pursuant to clauses (i), (ii) and (iii)
above), then (A) the portion of the Option that has not vested on
or prior to the date of such termination of employment shall
terminate on such date and (B) the remaining vested portion of
the Option shall terminate upon the earlier of the Expiration
Date or the 90th day following the date of such termination of
employment; provided, however, that if Employee is terminated
without Cause within one year after a Change of Control, then (x)
the portion of the Option that has not vested on or prior to the
date on which Employee is terminated shall fully vest as of such
date and (y) the Option shall terminate upon the earlier of the
Expiration Date or the 90th day following the date on which
Employee is terminated.  A "Change of Control" shall mean the
first to occur of the following:

(1)  the date upon which the directors of the Company who were
nominated by the Board for election as directors cease to
constitute a majority of the directors of the Company;

(2)  the consummation of a reorganization, merger or
consolidation of the Company (other than a reorganization, merger
or consolidation the sole purpose of which is to change the
Company's domicile solely within the United States) (a) as a
result of which the outstanding securities of the class then
subject to the Option are exchanged for or converted into cash,
property and/or securities not issued by the Company and (b) the
terms of which provide that the Option shall continue in effect
thereafter; or

 (3) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the
Exchange Act of 1934, as amended (the "Exchange Act")) of such
person or entity, shall have become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of
voting securities of the Company representing more than 50% of
the voting power of the Company (a "50% Stockholder"); provided,
however, that the term "50% Stockholder" shall not include (a)
the Company or any of its subsidiaries, (b) any employee benefit
plan of the Company or any of its subsidiaries, (c) any entity
holding voting securities of the Company for or pursuant to the
terms of any such plan, (d) any person or entity who owned
beneficially more than 15% of the outstanding voting stock of the
Company prior to such date on which the Company is required, if
at all, to become a reporting company pursuant to Sections 12 or
15 of the Exchange Act, or (e) any person or entity if the
transaction that resulted in such person or entity becoming a 50%
Stockholder was approved in advance by the Board.

(b)  Death Following Termination of Employment.  Notwithstanding
anything to the contrary in this Agreement, if Employee shall die
at any time after the termination of his or her employment and
prior to the date on which the Option is terminated pursuant to
Section 2(a), then the vested portion of the Option shall
terminate on the earlier of the Expiration Date or the first
anniversary of the date of Optionee's death.

(c)  Acceleration of Option by Administrator.  The Administrator,
in its sole discretion, may accelerate the exercisability of the
Option at any time and for any reason.

(d)  Other Events Causing Acceleration and Termination of Option.
Notwithstanding anything to the contrary in this Agreement, the
Option shall become fully exercisable immediately prior to, and
shall terminate upon, the consummation of any of the following
events:

(i)  the dissolution or liquidation of the Company;

(ii)  a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole
purpose of which is to change the Company's domicile solely
within the United States) the consummation of which results in
the outstanding securities of any class then subject to the
Option being exchanged for or converted into cash, property
and/or a different kind of securities, unless such
reorganization, merger or consolidation shall have been
affirmatively recommended to the shareholders of the Company by
the Board and the terms of such reorganization, merger or
consolidation shall provide that the Option shall continue in
effect thereafter on terms substantially similar to those under
the Plan; or

(iii)  a sale of all or substantially all of the property and
assets of the Company, unless the Terms of such sale shall
provide otherwise.

(e)  Suspension of Vesting on Leave from employment. If for any
reason an employee takes a leave without pay then no vesting will
occur during the "leave".

3.   Adjustments.  In the event that the outstanding securities
of the class then subject to the Option are increased, decreased
or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or
securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, reclassification,
dividend (other than a regular, quarterly cash dividend) or other
distribution, stock split, reverse stock split or the like, or in
the event that substantially all of the property and assets of
the Company are sold, then, unless such event shall cause the
Option to terminate pursuant to Section 2(d) hereof, the
Administrator shall make appropriate and proportionate
adjustments in the number and type of shares or other securities
or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such
adjustments in the Option shall be made without changing the
aggregate Exercise Price of the then unexercised portion of the
Option.

4.   Exercise.  The Option shall be exercisable during Employee's
lifetime only by Employee or by his or her guardian or legal
representative, and after Employee's death only by the person or
entity entitled to do so under Employee's last will and testament
or applicable intestate law.  The Option may only be exercised by
the delivery to the Company of a written notice of such exercise
(the "Exercise Notice"), which notice shall specify the number of
Option Shares to be purchased (the "Purchased Shares") and the
aggregate Exercise Price for such shares, together with payment
in full of such aggregate Exercise Price in cash or by check
payable to the Company; provided, however, that payment of such
aggregate Exercise Price may instead be made, in whole or in
part, by one or more of the following means:

(a)  by the delivery to the Company of a promissory note in a
form and amount satisfactory to the Administrator, provided that
the principal amount of such note shall not exceed the excess of
such aggregate Exercise Price over and above the aggregate par
value of the Purchased Shares; or

(b)  by (i) the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed
or accompanied by a duly executed stock powers, which delivery
effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or
other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value (as defined in the Plan) thereof on
the date of such exercise) and/or (ii) "pyramiding" of shares
issuable upon exercise of the Option, provided that the Company
is not then prohibited from purchasing or acquiring such shares
of Common Stock.

5.   Payment of Withholding Taxes.  If the Company becomes
obligated to withhold an amount on account of any tax imposed as
a result of the exercise of the Option, including, without
limitation, any federal, state, local or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax
(the "Withholding Liability"), then Employee shall, on the date
of exercise and as a condition to the issuance of the Option
Shares, pay the Withholding Liability to the Company in cash or
by check payable to the Company.  Employee hereby consents to the
Company withholding the full amount of the Withholding Liability
from any compensation or other amounts otherwise payable to
Employee if Employee does not pay the Withholding Liability to
the Company on the date of exercise of the Option, and Employee
agrees that the withholding and payment of any such amount by the
Company to the relevant taxing authority shall constitute full
satisfaction of the Company's obligation to pay such compensation
or other amounts to Employee.

6.   Notices.  All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally or five
days after mailing by certified or registered mail, postage
prepaid, return receipt requested, to the Company, Attention:
President, or to Employee at the address set forth beneath his or
her signature on the signature page hereto, or at such other
addresses as they may designate by written notice in the manner
aforesaid.

7.   Stock Exchange or NASDAQ Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no
shares of stock purchased upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be
issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange
upon which shares of that class are then listed or (b) in the
opinion of counsel to the Company, such issuance or delivery
would cause the Company to be in violation of or to incur
liability under any federal, state or other securities law, or
any requirement of any stock exchange listing agreement to which
the Company is a party, or any other requirement of law or of any
administrative or regulatory body having jurisdiction over the
Company.  If required by the Company, at the time of exercise,
Employee shall give to the Company satisfactory assurance in
writing, signed by Employee or his or her legal representative,
such assurances as may be required in order to comply with the
provisions of the Securities Act of 1933, as amended or other
applicable securities laws.

8.   Nontransferability.  Neither the Option nor any interest
therein may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner other than by
will or the laws of descent and distribution.

9.   Plan.  The Option is granted pursuant to the Plan, as in
effect on the Date of Grant, and is subject to all the terms and
conditions of the Plan, as the same may be amended from time to
time; provided, however, that no such amendment shall deprive
Employee, without his or her consent, of the Option or of any of
Employee's rights under this Agreement.  The interpretation and
construction by the Administrator of the Plan, this Agreement,
the Option and such rules and regulations as may be adopted by
the Administrator for the purpose of administering the Plan shall
be final and binding upon Employee.  Until the Option shall
expire, terminate or be exercised in full, the Company shall,
upon written request therefor, send a copy of the Plan, in its
then-current form, to Employee or any other person or entity then
entitled to exercise the Option.

10.  Shareholder Rights.  No person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the
holder of any Option Shares until the Option shall have been duly
exercised to purchase such Option Shares in accordance with the
provisions of this Agreement.

11.  Employment Rights.  No provision of this Agreement or of the
Option granted hereunder shall (a) confer upon Employee any right
to continue in the employ of the Company or any of its
subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of Employee, with or
without cause, or (c) confer upon Employee any right to
participate in any employee welfare or benefit plan or other
program of the Company or any of its subsidiaries other than the
Plan.  Employee hereby acknowledges and agrees that the Company
and each of its subsidiaries may terminate the employment of
Employee at any time and for any reason, or for no reason, unless
Employee and the Company or such subsidiary are parties to a
written employment agreement that expressly provides otherwise.

     12.  Governing Law.  This Agreement and the Option granted
hereunder shall be governed by and construed and enforced in
accordance with the internal laws of the State of Nevada.

IN WITNESS WHEREOF, the Company and Employee have duly executed
this Agreement as of the Date of Grant.

                         NAME_________________

                         By:_______________________________
                         Title:

                         OPTIONEE:

                         __________________________________
                         Signature

                         __________________________________
                         Street Address

                         __________________________________
                         City, State and Zip Code

                         __________________________________
                         Social Security Number

NOTE:

*    The Expiration Date shall not be more than 10 years after
the Date of Grant and the Exercise Price per share shall not be
less than the Fair Market Value (as defined in the Plan) per
share on the Date of Grant; provided, however, that if, on the
Date of Grant, Employee owns (after application of the family and
other attribution rules of Section 425(d) of the Internal Revenue
Code) more than 10% of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary
corporations, then the Expiration Date shall not be more than
five years after the Date of Grant and the Exercise Price per
share shall not be less than 110% of the Fair Market Value per
share on the Date of Grant.
Exhibit 4.3

THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THAT ACT OR THE
COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL (WHICH COUNSEL
AND OPINION SHALL BE SATISFACTORY TO THE COMPANY) THAT
REGISTRATION OF SUCH SECURITIES UNDER THAT ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                  AMERICAN PETRO-HUNTER, INC.
         EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
                        PURSUANT TO THE
                     2000 STOCK OPTION PLAN

This Employee Non-qualified Stock Option Agreement (this
"Agreement") is made and entered into as of the Date of Grant
indicated below by and between AMERICAN PETRO-HUNTER, INC., a
Nevada corporation (the "Company"), and the person named below as
Employee.

WHEREAS, Employee is an employee of the Company and/or one or
more of its subsidiaries; and

WHEREAS, pursuant to the 2001 Stock Option Plan (the "Plan"), the
committee of the Board of Directors of the Company administering
the Plan (the "Administrator") has approved the grant to Employee
of an option to purchase shares of the Common Stock of the
Company (the "Common Stock"), on the terms and conditions set
forth herein;

NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants set forth herein, the parties hereto hereby agree
as follows:

1.    Grant of Option; Certain Terms and Conditions.  The Company
hereby grants to Employee, and Employee hereby accepts, as of the
Date of Grant, an option to purchase the number of shares of
Common Stock indicated below (the "Option Shares") at the
Exercise Price per share indicated below, which option shall
expire at 5:00 p.m., Pacific time, on the Expiration Date
indicated below and shall be subject to all of the terms and
conditions set forth in this Agreement (the "Option").  At the
end of each month after the Date of Grant, the Option shall
become exercisable to purchase ("vest with respect to") that
number of Option Shares (rounded to the nearest whole share)
equal to the total number of Option Shares multiplied by the
Monthly Vesting Rate indicated below.

Employee:                          ______________________

Date of Grant:                     ______________________

Number of shares purchasable:      ______________________

Exercise Price per share:          ______________________

Expiration Date:                   ______________________

Monthly Vesting Rate:              ______________________%

The Option is not intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code.

2.   Acceleration and Suspension of Vesting and Termination of
Option.

(a)  Termination of Employment.

(i)  Retirement.  If Employee ceases to be employed by reason of
Employee's retirement in accordance with the Company's
then-current retirement policy ("Retirement"), then (A) the
portion of the Option that has not vested on or prior to the date
of such Retirement shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of such Retirement.

(ii)  Death or Permanent Disability.  If Employee ceases  to be
employed by reason of Employee's death or Permanent Disability
(as hereinafter defined), then (A) the portion of the Option that
has not vested on or prior to the date of Employee's death or
Permanent Disability shall terminate on such date and (B) the
remaining vested portion of the Option shall terminate upon the
earlier of the Expiration Date or the first anniversary of the
date of Employee's death or Permanent Disability.  "Permanent
Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous
period of not less than 12 months.  Employee shall not be deemed
to have a Permanent Disability until proof of the existence
thereof shall have been furnished to the Board in such form and
manner, and at such times, as the Board may require.  Any
determination by the Board that Employee does or does not have a
Permanent Disability shall be final and binding upon the Company
and Employee.

(iii)  Termination for Cause.  If Employee is terminated for
Cause, both the vested and unvested portions of the Option shall
terminate immediately.  "Cause" shall mean Employee's (A)
conviction by a court of competent jurisdiction of a felony or
serious misdemeanor involving moral turpitude, (B) willful
disregard of any written directive of the Board that is not
inconsistent with the Articles of Incorporation or Bylaws of the
Company or applicable law, (C) breach of his or her fiduciary
duty involving personal profit, or (D) neglect of his or her
duties that has a material adverse effect on the Company.

(iv)  Other Termination.  If Employee is terminated without Cause
or if the Employee otherwise terminates his/her employment with
the Company (other than pursuant to clauses (i), (ii) and (iii)
above), then (A) the portion of the Option that has not vested on
or prior to the date of such termination of employment shall
terminate on such date and (B) the remaining vested portion of
the Option shall terminate upon the earlier of the Expiration
Date or the 90th day following the date of such termination of
employment; provided, however, that if Employee is terminated
without Cause within one year after a Change of Control, then (x)
the portion of the Option that has not vested on or prior to the
date on which Employee is terminated shall fully vest as of such
date and (y) the Option shall terminate upon the earlier of the
Expiration Date or the 90th day following the date on which
Employee is terminated.  A "Change of Control" shall mean the
first to occur of the following:

(1)  the date upon which the directors of the Company who were
nominated by the Board for election as directors cease to
constitute a majority of the directors of the Company;

(2)  the consummation of a reorganization, merger or
consolidation of the Company (other than a reorganization, merger
or consolidation the sole purpose of which is to change the
Company's domicile solely within the United States) (a) as a
result of which the outstanding securities of the class then
subject to the Option are exchanged for or converted into cash,
property and/or securities not issued by the Company and (b) the
terms of which provide that the Option shall continue in effect
thereafter; or

 (3) the date of the first public announcement that any person or
entity, together with all Affiliates and Associates (as such
capitalized terms are defined in Rule 12b-2 promulgated under the
Exchange Act of 1934, as amended (the "Exchange Act")) of such
person or entity, shall have become the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act) of
voting securities of the Company representing more than 50% of
the voting power of the Company (a "50% Shareholder"); provided,
however, that the term "50% Shareholder" shall not include (a)
the Company or any of its subsidiaries, (b) any employee benefit
plan of the Company or any of its subsidiaries,  ) any entity
holding voting securities of the Company for or pursuant to the
terms of any such plan, (d) any person or entity who owned
beneficially more than 15% of the outstanding voting stock of the
Company prior to such date on which the Company is required, if
at all, to become a reporting company pursuant to Sections 12 or
15 of the Exchange Act, or (e) any person or entity if the
transaction that resulted in such person or entity becoming a 50%
Shareholder was approved in advance by the Board.

(b)  Death Following Termination of Employment.  Notwithstanding
anything to the contrary in this Agreement, if Employee shall die
at any time after the termination of his or her employment and
prior to the date on which the Option is terminated pursuant to
Section 2(a), then the vested portion of the Option shall
terminate on the earlier of the Expiration Date or the first
anniversary of the date of Optionee's death.

(c)  Acceleration of Option by Administrator.  The Administrator,
in its sole discretion, may accelerate the exercisability of the
Option at any time and for any reason.

(d)  Other Events Causing Acceleration and Termination of Option.
Notwithstanding anything to the contrary in this Agreement, the
Option shall become fully exercisable immediately prior to, and
shall terminate upon, the consummation of any of the following
events:

(i)  the dissolution or liquidation of the Company;

(ii)  a reorganization, merger or consolidation of the Company
(other than a reorganization, merger or consolidation the sole
purpose of which is to change the Company's domicile solely
within the United States) the consummation of which results in
the outstanding securities of any class then subject to the
Option being exchanged for or converted into cash, property
and/or a different kind of securities, unless such
reorganization, merger or consolidation shall have been
affirmatively recommended to the shareholders of the Company by
the Board and the terms of such reorganization, merger or
consolidation shall provide that the Option shall continue in
effect thereafter on terms substantially similar to those under
the Plan; or

(iii)  a sale of all or substantially all of the property and
assets of the Company, unless the terms of such sale shall
provide otherwise.

(e)  Suspension of Vesting on Leave from Employment.

       If for any reason an employee takes a leave without pay
then no vesting will occur during the "leave".

3.   Adjustments.  In the event that the outstanding securities
of the class then subject to the Option are increased, decreased
or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or
securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, reclassification,
dividend (other than a regular, quarterly cash dividend) or other
distribution, stock split, reverse stock split or the like, or in
the event that substantially all of the property and assets of
the Company are sold, then, unless such event shall cause the
Option to terminate pursuant to Section 2(d) hereof, the
Administrator shall make appropriate and proportionate
adjustments in the number and type of shares or other securities
or cash or other property that may thereafter be acquired upon
the exercise of the Option; provided, however, that any such
adjustments in the Option shall be made without changing the
aggregate Exercise Price of the then unexercised portion of the
Option.

4.   Exercise.  The Option shall be exercisable during Employee's
lifetime only by Employee or by his or her guardian or legal
representative, and after Employee's death only by the person or
entity entitled to do so under Employee's last will and testament
or applicable intestate law.  The Option may only be exercised by
the delivery to the Company of a written notice of such exercise
(the "Exercise Notice"), which notice shall specify the number of
Option Shares to be purchased (the "Purchased Shares") and the
aggregate Exercise Price for such shares, together with payment
in full of such aggregate Exercise Price in cash or by check
payable to the Company; provided, however, that payment of such
aggregate Exercise Price may instead be made, in whole or in
part, by one or more of the following means:

(a)  by the delivery to the Company of a promissory note in a
form and amount satisfactory to the Administrator, provided that
the principal amount of such note shall not exceed the excess of
such aggregate Exercise Price over and above the aggregate par
value of the Purchased Shares; or

(b)  by (i) the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed
or accompanied by a duly executed stock powers, which delivery
effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or
other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value (as defined in the Plan) thereof on
the date of such exercise) and/or (ii) "pyramiding" of shares
issuable upon exercise of the Option, provided that the Company
is not then prohibited from purchasing or acquiring such shares
of Common Stock.

5.   Payment of Withholding Taxes.  If the Company becomes
obligated to withhold an amount on account of any tax imposed as
a result of the exercise of the Option, including, without
limitation, any federal, state, local or other income tax, or any
F.I.C.A., state disability insurance tax or other employment tax
(the "Withholding Liability"), then Employee shall, on the date
of exercise and as a condition to the issuance of the Option
Shares, pay the Withholding Liability to the Company in cash or
by check payable to the Company.  Employee hereby consents to the
Company withholding the full amount of the Withholding Liability
from any compensation or other amounts otherwise payable to
Employee if Employee does not pay the Withholding Liability to
the Company on the date of exercise of the Option, and Employee
agrees that the withholding and payment of any such amount by the
Company to the relevant taxing authority shall constitute full
satisfaction of the Company's obligation to pay such compensation
or other amounts to Employee.

6.   Notices.  All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally or five
days after mailing by certified or registered mail, postage
prepaid, return receipt requested, to the Company, Attention:
President, or to Employee at the address set forth beneath his or
her signature on the signature page hereto, or at such other
addresses as they may designate by written notice in the manner
aforesaid.

7.   Stock Exchange or NASDAQ Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no
shares of stock purchased upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be
issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange
upon which shares of that class are then listed or (b) in the
opinion of counsel to the Company, such issuance or delivery
would cause the Company to be in violation of or to incur
liability under any federal, state or other securities law, or
any requirement of any stock exchange listing agreement to which
the Company is a party, or any other requirement of law or of any
administrative or regulatory body having jurisdiction over the
Company.  If required by the Company, at the time of exercise,
Employee shall give to the Company satisfactory assurance in
writing, signed by Employee or his or her legal representative,
such assurances as may be required in order to comply with the
provisions of the Securities Act of 1933, as amended or other
applicable securities laws.

8.   Nontransferability.  Neither the Option nor any interest
therein may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner other than by
will or the laws of descent and distribution.

9.   Plan.  The Option is granted pursuant to the Plan, as in
effect on the Date of Grant, and is subject to all the terms and
conditions of the Plan, as the same may be amended from time to
time; provided, however, that no such amendment shall deprive
Employee, without his or her consent, of the Option or of any of
Employee's rights under this Agreement.  The interpretation and
construction by the Administrator of the Plan, this Agreement,
the Option and such rules and regulations as may be adopted by
the Administrator for the purpose of administering the Plan shall
be final and binding upon Employee.  Until the Option shall
expire, terminate or be exercised in full, the Company shall,
upon written request therefor, send a copy of the Plan, in its
then-current form, to Employee or any other person or entity then
entitled to exercise the Option.

10.  Shareholder Rights.  No person or entity shall be entitled
to vote, receive dividends or be deemed for any purpose the
holder of any Option Shares until the Option shall have been duly
exercised to purchase such Option Shares in accordance with the
provisions of this Agreement.

11.  Employment Rights.  No provision of this Agreement or of the
Option granted hereunder shall (a) confer upon Employee any right
to continue in the employ of the Company or any of its
subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of Employee, with or
without cause, or (c) confer upon Employee any right to
participate in any employee welfare or benefit plan or other
program of the Company or any of its subsidiaries other than the
Plan.  Employee hereby acknowledges and agrees that the Company
and each of its subsidiaries may terminate the employment of
Employee at any time and for any reason, or for no reason, unless
Employee and the Company or such subsidiary are parties to a
written employment agreement that expressly provides otherwise.

12.  Governing Law.  This Agreement and the Option granted
hereunder shall be governed by and construed and enforced in
accordance with the internal laws of the State of Nevada.

IN WITNESS WHEREOF, the Company and Employee have duly executed
this Agreement as of the Date of Grant.

                              NAME_________________

                              By:___________________________
                              Title:

                              OPTIONEE:

                              ______________________________
                              Signature

                              ______________________________
                              Street Address

                              ______________________________
                              City, Province and Postal Code

                              ______________________________
                              Social Insurance Number
Exhibit 5.1

March 8, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

   RE:   AMERICAN PETRO-HUNTER, INC.

Ladies and Gentlemen:

  This office represents AMERICAN PETRO-HUNTER, INC., a Nevada
corporation (the "Registrant") in connection with the
Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of up to 1,500,000 shares of the Registrant's
Common Stock issued to certain individuals for employment and
consulting services under the Company's Year 2001 Stock Option
Plan (the "Shares").

  In connection with our representation, we have examined such
documents and undertaken such further inquiry as we consider
necessary for rendering the opinion hereinafter set forth.

  Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement,
will be legally issued, fully paid and nonassessable.

  We hereby consent to the inclusion of this opinion in the
Registration Statement and to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in
connection with the registration of the Registered Securities for
offer and sale in such states.

                                 Very  truly  yours,
                                 /S/ Dieterich & Associates
                                 Dieterich  &  Associates
Exhibit 23.3

Included within Exhibit 5.1 (Opinion of Counsel)

Exhibit 23.4

                      Document is copied.
        CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated April 9, 2001 accompanying
the financial statements of AMERICAN PETRO-HUNTER INC. (FORMERLY
TRAVELPORT SYSTEMS, INC.), appearing in the current report on
form 10KSB, filed with the securities and exchange commission on
April 17, 2001, which are incorporated by reference in this Form
S-8 registration statement. We consent to the incorporation by
reference in the registration statement of the aforementioned
report.

/s/ Morgan & Company
Morgan & Company
Vancouver, Canada
March 8, 2002