Exhibit 10.8


    Exhibit
      10.8

    


    THIS
      AMENDMENT IS DATED JANUARY 9, 2006 TO THE ORIGINAL AGREEMENT DATED AUGUST 12,
      2005, BELOW. 

     

    IRREVOCABLE
      TRANSFER AGENT INSTRUCTIONS

    August
      12, 2005

     

    Fidelity
      Transfer

    Ms.
      Heidi
      Sadowski

    1800
      South West Temple #301

    Salt
      Lake
      City, UT  84115

    


    (801)
      484-7222 x20

    Fax
      (801)
      466-4122 or 801.484.0294

     

    RE:
      Hyperdynamics Corp.

     

     

    Ladies
      and Gentlemen: 

     

     

    Reference
      is made to that certain Subscription
      Agreement (the "Subscription Agreement") of even date herewith by and between
      Hyperdynamics Corp., a Delaware corporation (the "Company"), and Dutchess
      Private Equities Fund, II, LP (the "Holder"). Pursuant to the Subscription
      Agreement, the Company shall sell to the Holder, an the Holder shall purchase
      from the Company, convertible debentures (collectively, the "Debentures") in
      the
      aggregate principal amount of One Million Five Hundred Thousand Dollars
      ($1,500,000), plus accrued interest, which are convertible into shares of the
      Company's common stock, par value $0.001 per share (the "Common Stock"), at
      the
      Holder's discretion. The Company has also issued to the Holder a warrant to
      purchase up to 500,000 shares of Common Stock, at the Holder's discretion
      ("Warrant"). These instructions relate to the following stock or proposed stock
      issuances or transfers:
      

     

     

    1.
      The
      Company has agreed to issue to the Holder up to: that number of shares included
      in the registration statement for the Debentures based on the Face Amount
      divided by the Fixed Conversion Price, of the Company's Common Stock upon
      conversion of the Debentures ("Conversion Shares") plus the shares of Common
      Stock to be issued to the Holder upon conversion of accrued interest and
      liquidated damages into Common Stock (the "Interest Shares"). 

     

     

    2.
      Up to
      500,000 shares of Common Stock to be issued upon the exercise of the Warrant
      ("Warrant Shares"). 

     

     

    This
      letter shall serve as our irrevocable authorization and direction to Fidelity
      Transfer (the "Transfer Agent") to do the following: 

     

     

    1.
      Conversion Shares. 

     

     

    a.
      Instructions Applicable to Transfer Agent. With respect to the Conversion Shares
      and the Interest Shares, the Transfer Agent shall issue the Conversion Shares
      and the Interest Shares to the Holder from time to time upon delivery to the
      Transfer Agent of a properly completed and duly executed Conversion Notice
      (the
      "Conversion Notice"), in the form attached hereto as Exhibit 1, delivered on
      behalf of the Company to the Transfer Agent. Upon receipt of a Conversion
      Notice, the Transfer Agent shall within three (3) Trading Days thereafter to
      issue and surrender to a national recognized overnight carrier for overnight
      delivery to the address as specified in the Conversion Notice, a certificate,
      registered in the name of the Holder or their designees, for the number of
      shares of Common Stock to which the Holder shall be entitled as set forth in
      the
      Conversion Notice For purposes hereof "Trading Day" shall mean any day on which
      the US Stock Markets are open for customary trading. The Transfer agent shall
      promptly give the Company notice of all new security issuances
      hereunder.

     

     

    b.
      The
      Company hereby confirms to the Transfer Agent and the Holder that certificates
      representing the Conversion Shares shall not bear any legend restricting
      transfer and should not be subject to any stop-transfer restrictions and shall
      otherwise be freely transferable on the books and records of the Company;
      provided that counsel to the Company delivers (i) the Notice of Effectiveness
      set forth in Exhibit 2 attached hereto and (ii) an opinion of counsel in the
      form set forth in Exhibit 3 attached hereto and (iii) board resolutions
      authorizing the issuance of such shares until such time as the Maturity Date
      of
      the Debentures, as set forth in Exhibit 4 or (iv) the Share are deemed sellable
      under an exemption from the Securities Act of 1993, as amended (the "Act")
      when
      accompanied with the proper paperwork for that exemption. The Shares shall
      be
      issued free-trading directly from Fidelity Transfer, as no sale is necessary
      for
      the Shares to be issued without legend free trading and all requirements for
      delivery of a Prospectus pursuant to the Shares have been met and satisfied.
      If
      the Conversion Shares and the Interest Shares are not registered for sale under
      the Act , as amended, then the certificates for the Conversion Shares and
      Interest Shares shall bear the following legend substantially as follows:


     

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
      SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
      OR
      APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
      ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
      SAID
      ACT." 

     

     

    c.
      In the
      event that counsel to the Company fails or refuses to render an opinion as
      required to issue the Conversion Shares in accordance with the preceding
      paragraph (either with or without restrictive legends, as applicable), then
      the
      Company irrevocably and expressly authorizes counsel to the Holder to render
      such opinion. The Transfer Agent shall accept and be entitled to rely on such
      opinion for the purposes of issuing the Conversion Shares and Interest Shares.
      Any
      costs
      incurred by Holder for such opinion letter shall be added to the Face Amount
      of
      the Debenture.

     

     

    2.
      Warrant Shares. 

     

     

    a.
      Instructions Applicable to Transfer Agent. With respect to the Warrant Shares,
      the Transfer Agent shall issue the Warrant Shares to the Holder from time to
      time upon delivery to the Transfer Agent of a properly completed and duly
      executed notice of the Holder's election to exercise the Warrant (the "Exercise
      Notice"), in the form attached hereto as Exhibit 5, specifying the number of
      Warrant Shares to be issued, delivered on behalf of the Company to the Transfer
      Agent. Upon receipt of an Exercise Notice, the Transfer Agent shall within
      three
      (3) Trading Days thereafter to issue and surrender to a nationally recognized
      carrier for overnight delivery to the address as specified in the Exercise
      Notice, a certificate, registered in the name of the Holder or its designees,
      for the number of shares of Common Stock to which the Holder shall be entitled
      as set forth in the Exercise Notice . For purposes hereof "Trading Day" shall
      mean any day on which the US Markets are open for customary trading. The
      Transfer agent shall promptly give the Company notice of all new issuances
      hereunder.

     

     

    The
      Company hereby confirms to the Transfer Agent and Holder that certificates
      representing the Warrant Shares shall not bear any legend restricting transfer
      and should not be subject to any stop-transfer restrictions and shall otherwise
      be freely transferable on the books and records of the Company; provided that
      counsel to the Company delivers (i) the Notice of Effectiveness set forth in
      Exhibit 2 attached hereto and 

     

     

    (ii)
      an
      opinion of counsel in the form set forth in Exhibit 3 attached hereto, and
      that
      if the Warrant Shares are not registered for sale under the Securities Act
      of
      1933, as amended, then the certificates for the Warrant Shares shall bear the
      restrictive legend referenced above in Section 1b. 

     

     

    b.
      In the
      event that counsel to the Company fails or refuses to render an opinion as
      required to issue the Warrant Shares in accordance with the preceding paragraph
      (either with or without restrictive legends, as applicable), then the Company
      irrevocably and expressly authorizes counsel to the Holder to render such
      opinion. The Transfer Agent shall accept and be entitled to rely on such opinion
      for the purposes of issuing the Warrant Shares.  Any
      costs
      incurred by Holder for such opinion letter shall be added to the Face Amount
      of
      the Debenture.

     

     

    3.
      All
      Shares. 

     

     

    a.
      The
      Transfer Agent shall reserve for issuance to the Holder the Conversion Shares
      and the Warrant Shares. All such shares shall remain in reserve with the
      Transfer Agent until the Holder provides the Transfer Agent instructions that
      the shares or any part of them shall be taken out of reserve and shall no longer
      be subject to the terms of these instructions. 

     

     

    b.
      The
      Transfer Agent shall rely exclusively on the Conversion Notice or the Exercise
      Notice and shall have no liability for relying on such instructions. Any
      Conversion Notice or Exercise Notice delivered hereunder shall constitute an
      irrevocable instruction to the Transfer Agent to process such notice or notices
      in accordance with the terms thereof. Such notice or notices may be transmitted
      to the Transfer Agent by facsimile, email or any commercially reasonable method.
      

     

     

    c.
      The
      Company hereby confirms to the Transfer Agent and the Holder that no
      instructions other than as contemplated herein will be given to Transfer Agent
      by the Company with respect to the matters referenced herein. The Company hereby
      authorizes the Transfer Agent, and the Transfer Agent shall be obligated, to
      disregard any contrary instructions received by or on behalf of the Company.
      

     

     

    The
      Company hereby agrees that it shall not replace the Transfer Agent as the
      Company's transfer agent without the prior written consent of the Holder.


     

     

    The
      Company does hereby agree to keep up-to-date with all payments due to the
      Transfer Agent during this period. In the event, the Company is not current
      in
      all its outstanding payment obligations for services provided by the Transfer
      Agent, and the Transfer Agent refuses issuance of Common Shares to the Holder
      due to the unpaid balance, the Company does hereby authorize Holder to pay
      any
      amounts due to Transfer Agent directly from the Closing of a Put (as defined
      in
      the Investment Agreement). The Transfer Agent hereby acknowledges that upon
      receipt of confirmation of a Put Settlement which includes instructions of
      payment toward the delinquent account, the Transfer Agent will issue Shares
      in
      accordance with Section 1(a) and 2(a).

     

     

    The
      Transfer Agent shall provide ten days' advance written notice to the Holder
      before any attempt by the Transfer Agent to cease to provide any issuance or
      transfer agent services as contemplated by this agreement shall become
      effective. Upon notice that the Transfer Agent is resigning, the Company shall
      have the obligation to retain a new transfer agent that will agree to be bound
      by the terms of this agreement. 

     

     

    The
      Company and the Transfer Agent hereby acknowledge and confirm that complying
      with the terms of this Agreement does not and shall not prohibit the Transfer
      Agent from satisfying any and all fiduciary responsibilities and duties it
      may
      owe to the Company. 

     

     

    The
      Company and the Transfer Agent acknowledge that the Holder is relying on the
      representations and covenants made by the Company and the Transfer Agent
      hereunder and are a material inducement to the Holder purchasing convertible
      debentures under the Subscription Agreement and Debenture Agreement. The Company
      and the Transfer Agent further acknowledge that without such representations
      and
      covenants of the Company and the Transfer Agent made hereunder, the Holder
      would
      not purchase the Debentures. 

     

     

    Each
      party hereto specifically acknowledges and agrees that in the event of a breach
      or threatened breach by a party hereto of any provision hereof, the Holder
      will
      be irreparably damaged and that damages at law would be an inadequate remedy
      if
      these Irrevocable Transfer Agent Instructions were not specifically enforced.
      Therefore, in the event of a breach or threatened breach by a party hereto,
      including, without limitation, the attempted termination of the agency
      relationship created by this instrument, the Holder shall be entitled, in
      addition to all other rights or remedies, to an injunction restraining such
      breach, without being required to show any actual damage or to post any bond
      or
      other security, and/or to a decree for specific performance of the provisions
      of
      these Irrevocable Transfer Agent Instructions. 

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    IN
      WITNESS WHEREOF, the parties have caused this letter agreement regarding
      Irrevocable Transfer Agent Instructions to be duly executed and delivered as
      of
      the date first written above. Duly authorized to sign on behalf of:

     

     

    COMPANY:
      

     

     

    HYPERDYNAMICS
      CORP.

     

     

    


     

     

    ________________________________

     

     

    Kent
      Watts, CEO

     

    


     

    Fidelity
      Transfer

     

     

    


     

     

    ____________________________
      

     

    Ms.
      Heidi
      Sadowski

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    EXHIBIT
      1

    


    (INCLUDED
      IN IRREVOCABLE TRANSFER AGENT AGREEMENT DATED AUGUST 12, 2005 BETWEEN THE
      COMPANY AND THE INVESTOR)

    


    EXHIBIT
      2

    


     (INCLUDED
      IN IRREVOCABLE TRANSFER AGENT AGREEMENT DATED AUGUST 12, 2005 BETWEEN THE
      COMPANY AND THE INVESTOR)

     

    EXHIBIT
      3

     

    (INCLUDED
      IN IRREVOCABLE TRANSFER AGENT AGREEMENT DATED AUGUST 12, 2005 BETWEEN THE
      COMPANY AND THE INVESTOR)

    


    EXHIBIT
      4 

    


    (INCLUDED
      IN IRREVOCABLE TRANSFER AGENT AGREEMENT DATED AUGUST 12, 2005 BETWEEN THE
      COMPANY AND THE INVESTOR)

    


    


    EXHIBIT
      5

    


    


    (INCLUDED
      IN IRREVOCABLE TRANSFER AGENT AGREEMENT DATED AUGUST 12, 2005 BETWEEN THE
      COMPANY AND THE INVESTOR)