Exhibit 4.1            Stock and Stock Option Plan, as amended

                     AMENDMENT TO HYPERDYNAMICS CORPORATION
                           STOCK AND STOCK OPTION PLAN

 1.  Purpose.  The  purpose  of  the  Stock  Option Plan (this "Plan") is to
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     provide  a  means whereby selected employees, directors, officers,
     agents,  consultants,  attorneys  and advisors of HyperDynamics Corporation
     (the  "Company"),  or  of  any parent or subsidiary thereof, may be granted
     shares  of  common  stock;  or  incentive stock options and/or nonqualified
     stock  options  to  purchase the Common Stock of the Company, provided that
     bona  fide  services shall be rendered by consultants attorneys or advisors
     and  such  services  must  not  be  in connection with the offer or sale of
     securities  in  a  capital-raising  transaction.  Further  this  Plan is to
     provide  a  means  to  attract  and  retain  the services or advice of such
     employees,  directors,  officers,  agents,  consultants,  advisors  and
     independent  contractors  and to provide added incentive to such persons by
     encouraging stock ownership in the Company.

2.   Definitions.  The  following  definitions  shall  apply  to  this  Plan:
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     (a) "Board" means the board of directors of the Company.

     (b) "Code" means the Internal Revenue Code of 1986, as amended.

     (c) "Committee"  means  the  Compensation  Committee  consisting  of
         three  or  more  persons  appointed  by  the Board. If no Committee is
         appointed,  the  term  "Committee"  means  the  Board, except in those
         instances where the text clearly indicated otherwise.

     (d) "Common Stock" means the Common Stock, par value $0.001 per share of
          the Company or such other class of shares or securities as to which
          the Plan may be applicable, pursuant to Section 12 herein.

     (e) "Company" means HyperDynamics Corporation, a Delaware Corporation.

     (f) "Continuous  Service"  means  the  absence of any interruption or
         termination of employment with or service to the Company or any parent
         or subsidiary of the Company that now exists or hereafter is organized
         or  acquired  by or acquires the Company. Continuous Service shall not
         be  considered  interrupted in the case of sick leave, military leave,
         or  any  other leave of absence approved by the Company or in the case
         of  transfers between locations of the Company or between the Company,
         its parent, its subsidiaries or its successors.

     (g) "Date of Grant" means the date on which the Committee grants an Option.

     (h) "Director"  means  any  member  of  the Board of Directors of the
         Company  or any parent or subsidiary of the Company that now exists or
         hereafter is organized or acquired by or acquires the Company.

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     (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     (j) "Employee"  means  any  person  employed on an hourly or salaried
         basis  by  the Company or any parent or subsidiary of the Company that
         now  exists  or  hereafter is organized or acquired by or acquires the
         Company or any Consultant or Advisor who contributes materially to the
         success  and  profitability of the Company, provided that the services
         rendered  by  the Consultant or Advisor must not be in connection with
         the offer or sale of securities in a capital-raising transaction.

     (k) "Fair  Market  Value"  means  (i)  if  the  Common  Stock  is not
         listed  or  admitted to trade on a national securities exchange and if
         bid  and  ask  prices  for  the Common Stock are not furnished through
         NASDAQ  or  a  similar  organization,  the  value  established  by the
         Committee,  in  its sole discretion, for purposes of the Plan; (ii) if
         the  Common  Stock  is  listed  or  admitted  to  trade  on a national
         securities  exchange or a national market system, the closing price of
         the  Common  Stock, as published in the Wall Street Journal, so listed
         or  admitted  to  trade on such date or, if there is no trading of the
         Common  Stock on such date, then the closing price of the Common Stock
         on  the  next preceding day on which there was trading in such shares;
         or  (iii)  if the Common Stock is not listed or admitted to trade on a
         national  securities  exchange  or  a national market system, the mean
         between  the  bid  and ask price for the Common Stock on such date, as
         furnished  by  the  National  Association  of Securities Dealers, Inc.
         through  NASDAQ  or  a  similar  organization  if  NASDAQ is no longer
         reporting  such  information.  If  trading  in  the  stock  or a price
         quotation does not occur on the Date of Grant, the next preceding date
         on which the stock was traded or a price was quoted will determine the
         fair market value.

     (l) "Incentive  Stock  Option"  means  a  stock  option,  granted
         pursuant  to  either  this Plan or any other plan of the Company, that
         satisfies  the  requirements  of  Section  422  of  the  Code and that
         entitles  the  Optionee  to  purchase  stock  of  the  Company or in a
         corporation  that  at  the time of grant of the option was a parent or
         subsidiary  of  the  Company  or a predecessor corporation of any such
         corporation.

     (m) "Nonstatutory Option" shall have the meaning as used in Section 8
          herein.

     (n) "Option" means a stock option granted pursuant to the Plan.

     (o) "Option  Period"  means  the  period  beginning  on  the  Date of
         Grant and ending on the day prior to the fifth anniversary of the Date
         of Grant or such shorter termination date as set by the Committee.

     (p) "Optionee" means an Employee or Director who receives an Option.

     (q) "Parent" means any corporation which owns 50% or more of the voting
          securities of the Company.

     (r) "Plan" means this Stock Option Plan.

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     (s) "Share" means the Common Stock, as adjusted in accordance with
          Paragraph 12 of the Plan.

     (t) "Subsidiary" means any corporation 50% or more of the voting securities
          of which are owned directly or indirectly by the Company at any time
          during the existence of this Plan.

 3.  Administration.  This  Plan  will  be  administered by the Committee. A
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     majority  of  the  full  Committee constitutes a quorum for purposes of
     administering the Plan, and all determinations of the  Committee  shall
     be  made  by  a majority of the members present at a meeting at which a
     quorum is present or by the unanimous, written consent of the Committee.

     If  no  Committee  has  been  appointed,  members  of  the  Board  who  are
     either eligible for shares of common stock, or Options or have been granted
     shares  of  common  stock, or Options may vote on any matters affecting the
     administration  of  the Plan or the grant of any shares of common stock, or
     Option  pursuant  to  the Plan, except that no such member shall act on the
     granting  of any shares of common stock, or Option to himself, but any such
     member  may  be  counted  in  determining  the existence of a quorum at any
     meeting  of  the  Board  during  which  action is taken with respect to the
     granting of shares of common stock, or Options to him.

     The  Committee  has  the  exclusive  power  to  select  the participants in
     this Plan, to establish the terms of the shares of common stock, or Options
     granted to each participant, and to make all other determinations necessary
     or  advisable  under  the  Plan.  The  Committee  has the sole and absolute
     discretion  to  determine  whether  the performance of an eligible Employee
     warrants  an  award  under  this  Plan,  and to determine the amount of the
     award. The Committee has full and exclusive power to construe and interpret
     this  Plan, to prescribe and rescind rules and regulations relating to this
     Plan,  and  take  all  actions  necessary  or  advisable  for  the  Plan's
     administration.  Any such determination made by the Committee will be final
     and  binding  of  all persons. A member of the Committee will not be liable
     for performing any act or making any determination in good faith.

 4.  Shares  and  Shares  Subject  to  Option.  Subject to the provisions of
     -----------------------------------  Paragraph  12 of the Plan, the maximum
     aggregate  number  of  Shares that may be issued or optioned and sold under
     the  Plan  shall be 10,000,000. Such shares may be authorized but unissued,
     or  may  be  treasury  shares.  If  an  Option  shall  expire  or  become
     unexercisable  for  any  reason  without having been exercised in full, the
     unpurchased  Shares  that were subject to the Option shall, unless the Plan
     has then terminated, be available for other Options under the Plan.

5.   Participants.
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     (a)  Eligible  Employees  and  Directors.  Every  Employee and Director and
     the  -------------------------------- other persons set forth in Section 1,
     as  the  Committee  in  its  sole  discretion  designates,  is  eligible to
     participate  in this Plan. The Committee's award of shares of common stock,
     or an Option to a participant in any year does not require the Committee to
     award shares of common stock, or an Option to that participant in any other
     year. Furthermore, the Committee may award different shares

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                                      -26-

     of  common  stock,  or  Options  to  different  participants. The Committee
     may  consider  such factors as it deems pertinent in selecting participants
     and  in  determining the amount of their shares of common stock, or Option,
     including,  without  limitation; (i) the financial condition of the Company
     or its Subsidiaries; (ii) expected profits for the current or future years;
     (iii)  the contributions of a prospective participants to the profitability
     and  success  of  the Company or its Subsidiaries; and (iv) the adequacy of
     the  prospective participant's other compensation. Participants may include
     persons  to  whom  stock,  stock options, or other benefits previously were
     granted  under  this  or  another  plan  of  the Company or any Subsidiary,
     whether or not the previously granted benefits have been fully exercised.

     (b) No Right of Employment. An Optionee's right, if any, to continue to
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     serve the Company and its Subsidiaries as an Employee will not be enlarged
     or otherwise affected by his designation as a participant under this Plan,
     and such designation will not in any way restrict the right of the Company
     or any Subsidiary, as the case may be, to terminate at any time the
     employment of any participant.

     (c) Eligible Consultants. From time to time the Committee may select
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     certain consultants as eligible for the Plan.

6.   Option Requirements. Each Option granted under this Plan shall  satisfy
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     the following requirements.

     (a) Written Option. An Option shall be evidenced by a written instrument
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     specifying  (i)  the  number  of  Shares  that  may  be  purchased  by  its
     exercise,  (ii)  the intent of the Committee as to whether the Option is to
     be an Incentive Stock Option or a Nonstatutory Option, and (iii) such terms
     and conditions consistent with the Plan as the Committee shall determine.

     (b) Duration of Option. Each Option may be exercised only during the Option
         ------------------
         Period designated for the Option by the Committee. At the end of the
         Option Period the Option shall expire.

     (c) Option Exercisability. Unless otherwise provided by the Committee on
         ---------------------
          the  grant  of  an  Option,  each  Option shall be exercisable only as
          to  no  more  than one-fourth of the total number of shares covered by
          the  Option  during  each  twelve-month  period commencing immediately
          after  the  date the Option is granted. Notwithstanding the foregoing,
          an  Option  is  exercisable only if the issuance of Shares pursuant to
          the  exercise  would be in compliance with applicable securities laws,
          as contemplated by Section 10 of this Plan. To the extent an Option is
          either  unexercisable  or  unexercised,  the unexercised portion shall
          accumulate  until the Option both becomes exercisable and is exercised
          but  in  no  case beyond the date that is five years from the date the
          Option is granted.

     (d) Acceleration of Vesting. Subject to the provisions of Section 7(b), the
         -----------------------
         Committee may, in its discretion, provide for the exercise of Options
         either as to an increased percentage of shares per year or as to all
         remaining shares. Such acceleration of vesting may be declared by the
         Committee at any time before the end of the Option Period, including,
         if applicable, after termination of the Optionee's Continuous Service
         by reason of death,

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                                      -27-

         disability, retirement or termination of employment.

     (e) Option Price. Except as provided in Section 7(a) and 8, the Option
         ------------
          price  of  each  Share  subject  to  the  Option  shall equal the Fair
          Market  Value  of  the Share on the Option's Date of Grant, amd except
          further  that  for  Options  granted  to  consultants,  advisors  and
          independent contractors, the exercise price of each option may be less
          than Fair Market Value as determined by the Committee.

     (f) Termination of Services. If the Optionee ceases Continuous Service for
         -----------------------
          any  reason  other  than  death,  disability,  or  retirement  on  or
          after  age  65 of the Optionee, all Options held by the Optionee shall
          lapse immediately following the last day that the Optionee is employed
          by  the  Company,  on  the  effective  date  of the termination of his
          services to the Company. On the grant of an Option, the Committee may,
          in  its  discretion,  extend  the  time during which the Option may be
          exercised  after  termination of services. Any such Option shall lapse
          at  the  end  of  the period established by the Committee for exercise
          after  termination  of  services.  The Option may be exercised on such
          termination date, subject to any adjustment under Section 6(d) and 12.

     (g) Death. In the case of death of the Optionee, the beneficiaries
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          designated  by  the  Optionee  shall  have  one  year  from  the
          Optionee's  demise  or  to  the end of the Option Period, whichever is
          earlier,  to exercise the Option, provided, however, the Option may be
          exercised  only  for the number of Shares for which it could have been
          exercised  at  the  time  the Optionee died, subject to any adjustment
          under Sections 6(d) and 12.

     (h) Retirement. If the Optionee retires on or after attaining age 65, the
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          Option  shall  lapse  at  the  earlier of the end of the Option Period
          or  three  months after the date of retirement; provided, however, the
          Option  can  be  exercised  only for the number of Shares for which it
          could  have  been  exercised  on  the  retirement date, subject to any
          adjustment under Sections 6(b) and 12.

     (i) Disability. In the event of termination of Continuous Service due to
         ----------
          total  and  permanent  disability  (within  the meaning of Section 422
          of  the Code), the Option shall lapse at the earlier of the end of the
          Option  Period  or  twelve  months after the date of such termination,
          provided,  however,  the  Option  can  be  exercised  at  the time the
          Optionee  became  disabled,  subject  to any adjustment under Sections
          6(d) and 12.

7.   Incentive Stock Options. Any Options intended to qualify as an Incentive
     -----------------------
     Stock Option shall satisfy the following requirements in addition to the
     other requirements of the Plan:

     (a) Ten Percent Shareholders. An Option intended to qualify as an Incentive
         ------------------------
          Stock  Option  granted  to  an  individual  who, on the Date of Grant,
          owns stock possessing more than ten (10) percent of the total combined
          voting  power  of  all  classes  of stock of either the Company or any
          parent  or  Subsidiary,  shall be granted at a price of 110 percent of
          Fair  Market  Value  on  the Date of Grant and shall be exercised only
          during  the  five-year period immediately following the Date of Grant.
          In calculating stock ownership of any person, the attribution rules of
          Section 425(d) of the Code will apply. Furthermore, in

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                                      -28-

          calculating  stock  ownership,  any  stock  that  the  individual  may
          purchase under outstanding options will not be considered.

     (b) Maximum Option Grants. The aggregate Fair Market Value, determined on
         ---------------------
          the  date  of  Grant,  of  stock  in  the  Company exercisable for the
          first  time  by  any Optionee during any calendar year, under the Plan
          and  all  other  plans  of  the  Company or its parent or Subsidiaries
          (within  the  meaning of Subsection (d) of Section 422 of the Code) in
          any calendar year shall not exceed $100,000.00.

     (c) Exercise of Incentive Stock Options. No disposition of the shares
         -----------------------------------
          underlying  an  Incentive  Stock  Option  may be made within two years
          from  the Date of Grant nor within one year after the exercise of such
          Incentive Stock Option.

8.   Nonstatutory Options. Any Option not intended to qualify as an Incentive
     --------------------
     Stock Option shall be a nonstatutory Option. Nonstatutory Options shall
     satisfy each of the requirements of Section 6 of the Plan.

9.   Method of Exercise. An Option granted under this Plan shall be deemed
     ------------------
     exercised  when  the  person  entitled  to exercise the Option (i) delivers
     written notice to the President of the Company of the decision to exercise,
     (ii)  concurrently tenders to the Company full payment for the Shares to be
     purchased  pursuant  to  the  exercise,  and (iii) complies with such other
     reasonable  requirements as the Committee establishes pursuant to paragraph
     11  of  the  Plan. During the lifetime of the Employee to whom an Option is
     granted,  such Option may be exercised only by him. Payment for Shares with
     respect  to  which  an  Option is exercised may be in cash, or by certified
     check,  or  wholly  or  partially in the form of Common Stock having a fair
     market value equal to the Option Price. No person will have the rights of a
     shareholder  with respect to Shares subject to an Option granted under this
     Plan until a certificate or certificates for the Shares have been delivered
     to him.

     An  Option  granted  under  this  Plan  may  be  exercised in increments of
     not  less  than  10%  of  the  full  number of Shares as to which it can be
     exercised.  A  partial  exercise  of an Option will not effect the holder's
     right to exercise the Option from time to time in accordance with this Plan
     as to the remaining Shares subject to the Option.

10.  Taxes, Compliance with Law; Approval of Regulatory Bodies. The Company, if
     ---------------------------------------------------------
     necessary  or  desirable,  may  pay  or  withhold  the  amount  of  any tax
     attributable  to any Shares deliverable or amounts payable under this Plan,
     and  the  Company  may  defer  making  delivery  or  payment  until  it  is
     indemnified  to  its satisfaction for the tax. Options are exercisable, and
     Shares  can  be  delivered  and  payments  made  under  this  Plan, only in
     compliance  with  all  applicable  federal  and state laws and regulations,
     including,  without  limitation, state and federal securities laws, and the
     rules  of all stock exchanges on which the Company's stock is listed at any
     time.  An Option is exercisable only if either (i) a registration statement
     pertaining  to the Shares to be issued upon exercise of the Option has been
     filed with and declared effective by the Securities and Exchange Commission
     and  remains  effective  on the date of exercise, or (ii) an exemption from
     the  registration  requirements of applicable securities laws is available.
     This  plan does not require the Company, however, to file such registration
     statement or to

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                                      -29-

     assure  the  availability  of  such  exemptions.  Any certificate issued to
     evidence Shares issued under the Plan may bear such legends and statements,
     and  shall be subject to such transfer restrictions, as the Committee deems
     advisable  to assure compliance with federal and state laws and regulations
     and  with  the requirements of this Section 10 of the Plan. Each Option may
     not  be  exercised, and Shares may not be issued under this Plan, until the
     Company  has  obtained  the  consent  or approval of every regulatory body,
     federal  or  state,  having  jurisdiction over such matter as the Committee
     deems advisable.

     Each  Person  who  acquires  the  right to exercise an Option by bequest or
     inheritance may be required by the Committee to furnish reasonable evidence
     of ownership of the Option as a condition to his exercise of the Option. In
     addition,  the  Committee  may  require such consents and release of taxing
     authorities as the Committee deems advisable.

11.  Assignability. An Option granted under this Plan is not transferable except
     -------------
     by will or the laws of descent.

12.  Adjustment Upon Change of Shares. If a reorganization, merger,
     --------------------------------
     consolidation,  reclassification,  recapitalization,  combination  or
     exchange  of shares, stock split, stock dividend, rights offering, or other
     expansion  or  contraction  of  the Common Stock of the Company occurs, the
     number  and  class of Shares for which Options are authorized to be granted
     under  this  Plan,  the  number and class of Shares then subject to Options
     previously  granted  under  this Plan, and the price per Share payable upon
     exercise  of  each  Option  outstanding  under this Plan shall be equitably
     adjusted  by  the  Committee  to reflect such changes. To the extent deemed
     equitable  and  appropriate by the Board, subject to any required action by
     shareholders,  in any merger, consolidation, reorganization, liquidation or
     dissolution,  any  Option  granted  under  the  Plan  shall  pertain to the
     securities  and other property to which a holder of the number of Shares of
     stock  covered  by  the  Option  would  have  been  entitled  to receive in
     connection with such event.

13.  Liability  of  the Company. The Company, its parent and any Subsidiary that
     --------------------------
     is in existence or hereafter comes into existence shall not be liable to
     any person for any tax consequences expected but not realized by an
     Optionee or other person due to the exercise of an Option.

14.  Expenses  of Plan. The Company shall bear the expenses of administering the
     -----------------
     Plan.

15.  Duration  of  Plan. shares of common stock, or Options may be granted under
     ------------------
     this Plan only within 10 years from the effective date of this Plan.

16.  Amendment  of Plan. This Plan may be amended by the Committee in accordance
     ------------------
     with the provisions of Paragraph 3.

17.  Applicable  Law. The validity, interpretation, and enforcement of this Plan
     ---------------
     are governed in all respects by the laws of Delaware and the United States
     of America.

18.  Effective  Date.  The  effective  date  of  this Plan shall be May 7, 1997.
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