Exhibit 4.2


    Exhibit
      4.2

    


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

    


    DEBENTURE
      AGREEMENT

    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
      IN
      RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
      REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED
      OR
      DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
      AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
      THE
      MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
      ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     

    FACE
      AMOUNT                                                          
$1,500,000

    PRICE                                                                           
      $1,500,000

    DEBENTURE
      NUMBER                                            
August
      -
      2005-101

    ISSUANCE
      DATE                                                        
August
      12, 2005

    MATURITY
      DATE                                                       
August
      12, 2010

     

    


    FOR
      VALUE
      RECEIVED, Hyperdynamics Corp, a Delaware corporation (the “Company”), hereby
      promises to pay DUTCHESS PRIVATE EQUITIES FUND, II, LP ( “Holder”) by August 12,
      2010 (the “Maturity Date”), the principal amount of One Million Five Hundred
      Thousand Dollars ($1,500,000) U.S., and to pay interest and redemption on the
      principal amount hereof, and any accrued penalties accrued, in such amounts,
      at
      such times and on such terms and conditions as are specified herein.


    


    The
      Debenture is subject to automatic conversion at the end of five (5) years from
      the date of issuance at which time the Debenture outstanding will be
      automatically converted based upon the formula set forth in Section 3.2 (c).
      

    


    Article
      1   Interest

    


    The
      Company shall pay ten percent (10%) annual coupon on the unpaid Face Amount
      of
      this Debenture (the “Debenture”) at such times and in such amounts as outlined
      in this section. The Company will make mandatory prepaid payments, in advance,
      on the interest (“Interest Payment”), with the minimum Interest Payments
      outlined in Exhibit B for the first two (2) months, and herein incorporate
      by
      reference, in the amount of fifteen thousand dollars ($15,000) per month for
      the
      first two (2) months following Issuance Date. The first Interest Payment is
      due
      as outlined below in Article 2.. 

    


    Any
      monies paid to the Holder in excess of the interest due when paid shall be
      credited toward the Face Amount of the Debenture.. 

    Article
      2  Method
      of Payment

    


    Section
      2.1 Prior
      to
      the U.S. Securities and Exchange Commission ("SEC") declaring the registration
      statement for the shares underlying the Debenture ("Registration Statement")
      effective ("Effective Date").

    


    Amortizing
      payments will be made by the Company in satisfaction of this Debenture (each
      a
      "Payment," and collectively, the "Payments") shall be made monthly on the
      twenty-ninth (29th) day of each month, or the next available business day,
      while
      there is an outstanding balance on the Debenture, to the Holder, in the amounts
      ("Payment Amount" and collectively, the "Payment Amounts") outlined below on
      the
      following schedule:

    


    Payment
      for Month 1 $15,000.00
      due by August 29th, 2005  $15,000.00

    Payment
      for Month 2 due by September 29th,
      2005                           
$15,000.00

    Payment
      for Month 3 and each month
      thereafter                                 
$87,888.18

    


    Notwithstanding
      any provision to the contrary in this Debenture, the Company may pay in full
      to
      the Holder the Face Amount, or any balance remaining thereof, in readily
      available funds at any time and from time to time without penalty. 

    


    The
      minimum Payments are outlined on Exhibit B, attached hereto and incorporate
      by
      reference.

    


    Section
      2.2 Subsequent
      to the Effective Date.

    


    Should
      the closing bid price of the Company’s common stock be less than Fixed
      Conversion Price as defined below in Section 3.2 (c), the Company shall make
      Payments that are due hereunder. 

    


    If
      the
      Company’s closing bid price of its common stock is greater than the Fixed
      Conversion Price as defined in Section 3.2 (c), The Holder, at its sole option,
      shall be entitled to either a) request a Payment from the Company in the amounts
      set forth in the table in Section 2.1 above; or, b) the Holder may elect to
      convert a portion of the Debenture pursuant to Article 3 below in an amount
      equal to the Payment Amount. In the event the Holder is unable to convert that
      portion of the debenture equal to the Payment Amount during a calendar month,
      the Company shall make a payment in an amount equal to the difference between
      the amount converted by the Holder and the Payment Amount due for that month.
      

    


    Nothing
      contained in this Article 2 shall limit the amount the Holder can elect to
      convert during a calendar month except as defined in Section 3.2
      (i)

    


    All
      Payments made in this Article 2, shall be applied toward the Redemption Article
      as outlined in Article 14, herein.

     

    Article
      3  Conversion

    Section
      3.1  Conversion
      Privilege

    (a)  The
      Holder of this Debenture shall have the right to convert it into shares of
      Common Stock at any time following the Closing Date and which is before the
      close of business on the Maturity Date, except as set forth in Section
3.1(c)
      below. The number of shares of Common Stock issuable upon the conversion of
      this
      Debenture is
      determined pursuant to Section 3.2
      and
      rounding the result to the nearest whole share. 

    (b)  This
      Debenture may not be converted, whether in whole or in part, except in
      accordance with this Article 3.

    (c)  In
      the
      event all or any portion of this Debenture remains outstanding on the Maturity
      Date, the unconverted
      portion
      of such Debenture will automatically be converted into shares of Common Stock
      on
      such date in the manner set forth in Section 3.2.

    Section
      3.2  Conversion
      Procedure. 

    (a)  Conversion
      Procedures. The
      Face
      Amount of this Debenture may be converted, in whole or in part, any
      time
      following the Closing Date. Such conversion shall be effectuated by sending
      to
      the Company a facsimile or via electronic mail of the signed Notice of
      Conversion which evidences Holder’s intention to convert the Debenture
      indicated. The date on which the Notice of Conversion is effective (“Conversion
      Date”) shall be deemed to be the date on which the Holder has delivered to the
      Company a facsimile of the signed Notice of Conversion. . Notwithstanding the
      above, any Notice of Conversion received by 5:00 P.M. EST, shall be deemed
      to
      have been received the previous business day,
      with
      receipt being via a confirmation of time of facsimile of the Holder.


    (b)  Common
      Stock to be Issued.Upon
      the
      conversion of any Debenture and upon receipt by the Company of a facsimile
      of
      Holder’s signed Notice of Conversion the Company shall instruct its transfer
      agent to issue stock certificates without restrictive legend or stop transfer
      instructions, if at that time the Registration Statement has been declared
      effective (or with proper restrictive legend if the Registration Statement
      has
      not as yet been declared effective), in such denominations to be specified
      at
      conversion representing the number of shares of Common Stock issuable upon
      such
      conversion, as applicable. The
      Company shall act as Registrar and shall maintain an appropriate ledger
      containing the necessary information with respect to each Debenture. The
      Company warrants that no instructions, other than these instructions, have
      been
      given or will be given to the transfer agent and that the Common Stock shall
      otherwise be freely resold, except as may be set forth herein.

    (c)  Conversion
      Rate. Holder
      is
      entitled to convert the
      Face
      Amount of this Debenture, plus accrued interest, anytime following the Closing
      Date, at the lesser of (i) the lowest closing bid price during the fifteen
      (15)
      days of full trading, defined as standard market hours from 9:30 AM to 4:00
      PM
      EST, partial trading days will not be counted for calculation purposes only
      ("Trading Days") prior to the Filing Date; or (ii) one dollar ($1.00). (“Fixed
      Conversion Price”), also being referred to as the “Conversion Price”. No
      fractional shares or scrip representing fractions of shares will be issued
      on
      conversion, but the number of shares issuable shall be rounded up, as the case
      may be, to the nearest whole share. The Holder shall retain all rights of
      conversions during any partial trading days.

     

    (d)  Nothing
      contained in this Debenture shall be deemed to establish or require the payment
      of interest to the Holder at a rate in excess of the maximum rate permitted
      by
      governing law. In the event that the rate of interest required to be paid
      exceeds the maximum rate permitted by governing law, the rate of interest
      required to be paid thereunder shall be automatically reduced to the maximum
      rate permitted under the governing law and such excess shall be returned with
      reasonable promptness by the Holder to the Company. 

    (e)  It
      shall
      be the Company’s
      responsibility to take all necessary actions and to bear all such costs to
      issue
      the Common Stock as provided herein, including the responsibility and cost
      for
      delivery of an opinion letter to the transfer agent, if so required. The person
      in whose name the certificate of Common Stock is to be registered shall be
      treated as a shareholder of record on and after the conversion date. Upon
      surrender of any Debentures that are to be converted in part, the Company shall
      issue to the Holder a new Debenture equal to the unconverted amount, if so
      requested in writing by Holder.

    (f)  Within
      five (5) business days after receipt of the documentation referred to above
      in
      Section 3.2(a),
      the
      Company shall deliver a certificate, in accordance with Section 3.2(c)
      for
      the number of shares of Common Stock issuable upon the conversion. In the event
      the Company does not make delivery of the Common Stock, as instructed by Holder,
      within five (5) business days after the Conversion Date, then in such event
      the
      Company shall pay to Holder three
      percent (3%) in cash, of the dollar value of the Debentures being converted,
      compounded daily,
      per each day after the third (3rd) business day following the Conversion Date
      that the Common Stock is not delivered to the Purchaser, as liquidated
      damages.

    


    The
      Company acknowledges that its failure to deliver the Common Stock within five
      (5) business days after the Conversion Date will cause the Holder to suffer
      damages in an amount that will be difficult to ascertain. Accordingly, the
      parties agree that it is appropriate to include in this Debenture a provision
      for liquidated damages. The parties acknowledge and agree that the liquidated
      damages provision set forth in this section represents the parties’ good faith
      effort to quantify such damages and, as such, agree that the form and amount
      of
      such liquidated damages are reasonable and will not constitute a penalty. The
      payment of liquidated damages shall not relieve the Company from its obligations
      to deliver the Common Stock pursuant to the terms of this
      Debenture.

    


    To
      the
      extent that the failure of the Company to issue the Common Stock pursuant to
      this Section 3.2(f)
      is
      due to the unavailability of authorized but unissued shares of Common Stock,
      the
      provisions of this Section 3.2(f)
      shall
      not apply but instead the provisions of Section 3.2(m)
      shall
      apply.

    


    The
      Company shall make any payments incurred under this Section 3.2(f)
      in
      immediately available funds within three (3) business days from the date the
      Common Stock is fully delivered. Nothing herein shall limit a Holder’s right to
      pursue actual damages or cancel the conversion for the Company’s failure to
      issue and deliver Common Stock to the Holder within five (5) business days
      after
      the Conversion Date.

    The
      Company shall at all times reserve (or make alternative written arrangements
      for
      reservation or contribution of shares) and
      have
      available all Common Stock necessary to meet conversion of the Debentures by
      all
      Holders of the entire amount of Debentures then outstanding. If, at any time
      Holder
      submits
      a Notice of Conversion and the Company does not have sufficient authorized
      but
      unissued shares of Common Stock (or alternative shares of Common Stock as may
      be
      contributed by Stockholders) available to effect, in full, a conversion of
      the
      Debentures (a “Conversion Default”, the date of such default being referred to
      herein as the “Conversion Default Date”), the Company shall issue to the Holder
      all of the shares of Common Stock which are available, and the Notice of
      Conversion as to any Debentures requested to be converted but not converted
      (the
“Unconverted Debentures”), may be deemed null and void upon written notice sent
      by the Holder to the Company. The Company shall provide notice of such
      Conversion Default (“Notice of Conversion Default”) to all existing Holders of
      outstanding Debentures, by facsimile, within three (3) business days of such
      default (with the original delivered by overnight or two day courier), and
      the
      Holder shall give notice to the Company by facsimile within five business days
      of receipt of the Notice of Conversion Default (with the original delivered
      by
      overnight or two day courier) of its election to either nullify or confirm
      the
      Notice of Conversion.

    


    The
      Company agrees to pay to Holder of outstanding Debenture payments for a
      Conversion Default (“Conversion Default Payments”) in the amount of (N/365) x
      (.24) x the initial issuance price of the outstanding and/or tendered but not
      converted Debentures held by each Holder where N = the number of days from
      the
      Conversion Default Date to the date (the “Authorization Date”) that the Company
      authorizes a sufficient number of shares of Common Stock to effect conversion
      of
      all remaining Debentures. The Company shall send notice (“Authorization Notice”)
      to Holder of outstanding Debenture that additional shares of Common Stock have
      been authorized; stating the Authorization Date and the amount of Holder’s
      accrued Conversion Default Payments. The accrued Conversion Default shall be
      paid in cash or shall be convertible into Common Stock at the Conversion Rate,
      upon written notice sent by the Holder to the Company, which Conversion Default
      shall be payable as follows: (i) in the event Holder elects to take such payment
      in cash, cash payments shall be made to such Holder of outstanding Debentures
      by
      the fifth (5th)
      day of
      the following calendar month, or (ii) in the event Holder elects to take such
      payment in stock, the Holder may convert such payment amount into Common Stock
      at the conversion rate set forth in Section
      3.2(c)
      at
any
      time
      after
      the fifth (5th)
      day of
      the calendar month following the month in which the Authorization Notice was
      received, until the expiration of the mandatory five (5) year conversion
      period.

    The
      Company acknowledges that its failure to maintain a sufficient number of
      authorized but unissued shares of Common Stock to effect in full a conversion
      of
      the Debenture will cause the Holder to suffer damages in an amount that will
      be
      difficult to ascertain. Accordingly, the parties agree that it is appropriate
      to
      include in this Agreement a provision for liquidated damages. The parties
      acknowledge and agree that the liquidated damages provision set forth in this
      section represents the parties’ good faith effort to quantify such damages and,
      as such, agree that the form and amount of such liquidated damages are
      reasonable and will not constitute a penalty. The payment of liquidated damages
      shall not relieve the Company from its obligations to deliver the Common Stock
      pursuant to the terms of this Debenture. Nothing herein shall limit the Holder’s
      right to pursue actual damages for the Company’s failure to maintain a
      sufficient number of authorized shares of Common Stock.

    If,
      by
      the third (3rd) business day after the Conversion Date of any portion of the
      Debenture to be converted (the “Delivery Date”), the transfer agent fails for
      any reason to deliver the Common Stock upon conversion by the Holder and after
      such Delivery Date, the Holder purchases, in an open market transaction or
      otherwise, shares of Common Stock (the "Covering Shares") solely in order to
      make delivery in satisfaction of a sale of Common Stock by the Holder (the
      "Sold
      Shares"), which delivery such Holder
      anticipated to make using the Common Stock issuable upon conversion (a
      "Buy-In"), the Company shall pay to the Holder, in addition to any other amounts
      due to Holder pursuant to this Debenture, and not in lieu thereof, the Buy-In
      Adjustment Amount (as defined below). The "Buy In Adjustment Amount" is the
      amount equal to the excess, if any, of (x) the Holder's total purchase price
      (including brokerage commissions, if any) for the Covering Shares over (y)
      the
      net proceeds (after brokerage commissions, if any) received by the Holder from
      the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount
      to the Holder in immediately available funds within three (3) business days
      of
      written demand by the Holder. By way of illustration and not in limitation
      of
      the foregoing, if the Holder purchases shares of Common Stock having a total
      purchase price (including brokerage commissions) of $11,000 to cover a Buy-In
      with respect to shares of Common Stock it sold for net proceeds of $10,000,
      the
      Buy-In Adjustment Amount which the Company will be required to pay to the Holder
      will be $1,000.

    (g)  Prospectus
      and Other Documents. The
      Company shall furnish to Holder such number of prospectuses and other documents
      incidental to the registration of the shares of Common Stock underlying the
      Debentures, including any amendment of or supplements thereto. Any filings
      submitted via EDGAR will constitute fulfillment. 

    


    (h)  Limitation
      on Issuance of Shares.
      If the
      Company’s Common Stock becomes listed on the Nasdaq SmallCap Market after the
      issuance of the Debenture, the Company may be limited in the number of shares
      of
      Common Stock it may issue by virtue of (X) the number of authorized shares
      or
      (Y) the applicable rules and regulations of the principal securities market
      on
      which the Common Stock is listed or traded, including, but not necessarily
      limited to, NASDAQ Rule 4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be
      applicable (collectively, the “Cap Regulations”). Without limiting the other
      provisions thereof, (i)
      the
      Company will take all steps reasonably necessary to be in a position to issue
      shares of Common Stock on conversion of the Debentures without violating the
      Cap
      Regulations and (ii) if, despite taking such steps, the Company still cannot
      issue such shares of Common Stock without violating the Cap Regulations, the
      holder of a Debenture which cannot be converted as result of the Cap Regulations
      (each such Debenture, an “Unconverted Debenture”) shall have the right to elect
      either of the following remedies: 

    


    (x)
      if
      permitted by the Cap Regulations, require the Company to issue shares of Common
      Stock in accordance with such holder's Notice of Conversion at a conversion
      purchase price equal to the average of the closing bid price per share of Common
      Stock for any five (5) consecutive Trading Days (subject to certain equitable
      adjustments for certain events occurring during such period) during the sixty
      (60) Trading Days immediately preceding the Conversion Date; or 

    


    (y)
      require the Company to redeem each Unconverted Debenture for an amount (the
      “Redemption Amount”), payable in cash, equal to the sum of (i) one hundred
      thirty-three percent (133%) of the principal of an Unconverted Debenture, plus
      (ii) any accrued but unpaid interest thereon through and including the date
      (the
“Redemption Date”) on which the Redemption Amount is paid to the
      holder.

    


    A
      holder
      of an Unconverted Debenture may elect one of the above remedies with respect
      to
      a portion of such Unconverted Debenture and the other remedy with respect to
      other portions of the Unconverted Debenture. The Debenture shall contain
      provisions substantially consistent with the above terms, with such additional
      provisions as may be consented to by the Holder. The provisions of this section
      are not intended to limit the scope of the provisions otherwise included in
      the
      Debenture.

    (i)  Limitation
      on Amount of Conversion and Ownership.
      Notwithstanding anything to the contrary in this Debenture, in no event shall
      the Holder be entitled to convert that amount of Debenture, and in no event
      shall the Company permit that amount of conversion, into that number of shares,
      which when added to the sum of the number of shares of Common Stock beneficially
      owned, (as such term is defined under Section 13(d) and Rule 13d-3 of the
      Securities Exchange Act of 1934, as may be amended, (the “1934 Act”)), by the
      Holder, would exceed 4.99% of the number of shares of Common Stock outstanding
      on the Conversion Date, as determined in accordance with Rule 13d-1(j) of the
      1934 Act. In the event that the number of shares of Common Stock outstanding
      as
      determined in accordance with Section 13(d) of the 1934 Act is different on
      any
      Conversion Date than it was on the Closing Date, then the number of shares
      of
      Common Stock outstanding on such Conversion Date shall govern for purposes
      of
      determining whether the Holder would be acquiring beneficial ownership of more
      than 4.99% of the number of shares of Common Stock outstanding on such
      Conversion Date.

    (j)  Legend.
      The
      Holder acknowledges that each certificate representing the Debentures, and
      the
      Common Stock unless registered pursuant to the Registration Rights Agreement,
      shall be stamped or otherwise imprinted with a legend substantially in the
      following form:

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
      TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR
      RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF
      AN
      EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

    (m)
      Prior
      to conversion of the Debenture, if at any
      time
      the
      conversion of all the Debentures and exercise of all the Warrants outstanding
      would result in an insufficient number of authorized shares of Common Stock
      being available to cover all the conversions, then in such event, the Company
      will move to call and hold a shareholder’s meeting or have shareholder action
      with written consent of the proper number of shareholders within thirty (30)
      days of such event, or such greater period of time if statutorily required
      or
      reasonably necessary as regards standard brokerage house and/or SEC requirements
      and/or procedures, for the purpose of authorizing additional shares of Common
      Stock to facilitate the conversions. In such an event management of the Company
      shall recommend to all shareholders to vote their shares in favor of increasing
      the authorized number of shares of Common Stock. Management of the Company
      shall
      vote all of its shares of Common Stock in favor of increasing the number of
      shares of authorized Common Stock. The Company represents and warrants that
      under no circumstances will it deny or prevent Holder’s right to convert the
      Debentures as permitted under the terms of this Subscription Agreement or the
      Registration Rights Agreement. Nothing in this Section shall limit the
      obligation of the Company to make the
      payments set forth in Section 3.2(g).
      The
      investor, at his option, may request the company to authorize and issue
      additional shares if the investor feels it is necessary for conversions in
      the
      future In
      the
      event the Company’s shareholder’s meeting does not result in the necessary
      authorization, the Company shall redeem the outstanding Debentures for an amount
      equal to (x) the sum of the principal of the outstanding Debentures plus accrued
      interest thereon multiplied by (y) 133%.


       


    Section
      3.3  Fractional
      Shares.
      The
      Company shall not issue fractional shares of Common Stock, or scrip representing
      fractions of such shares, upon the conversion of this Debenture. Instead, the
      Company shall round up or down, as the case may be, to the nearest whole
      share.

    Section
      3.4  Taxes
      on Conversion. The
      Company shall pay any documentary, stamp or similar issue or transfer tax due
      on
      the issue of shares of Common Stock upon the conversion of this Debenture.
      However, the Holder shall pay any such tax which is due because the shares
      are
      issued in a name other than its name.

    Section
      3.5  Company
      to Reserve Stock. The
      Company shall reserve the number of shares of Common Stock required pursuant
      to
      and upon the terms set forth in the Subscription Agreement to permit the
      conversion of this Debenture.
      All
      shares of Common Stock which may be issued upon the conversion hereof shall
      upon
      issuance be validly issued, fully paid and nonassessable and free from all
      taxes, liens and charges with respect to the issuance thereof.

    Section
      3.6  Restrictions
      on Sale. This
      Debenture has not been registered under the Securities Act of 1933, as amended,
      (the “Act”) and is being issued under Section 4(2) of the Act and Rule 506 of
      Regulation D promulgated under the Act. This Debenture and the Common Stock
      issuable upon the conversion thereof may
      only be
      sold
      pursuant to registration under or an exemption from the Act.

    


    Article
      4  Mergers

     

    The
      Company shall not consolidate or merge into, or transfer all or substantially
      all of its assets to, any person, unless such person assumes in writing the
      obligations of the Company under this Debenture and immediately after such
      transaction no Event of Default exists. Any reference herein to the Company
      shall refer to such surviving or transferee corporation and the obligations
      of
      the Company shall terminate upon such written assumption. 

    


    Article
      5   Security

    


    This
      Debenture is secured by a Security Agreement (the "Security Agreement") of
      even
      date herewith between the Company and the Holder.

     

    Article
      6  Defaults
      and Remedies

    Section
      6.1  Events
      of
      Default. An
“Event
      of Default” occurs if (a) the Company does not make the Payment of the principal
      of this Debenture by conversion into Common Stock within five (5) business
      days
      of the Maturity Date, upon redemption or otherwise, (b) the Company does not
      make a payment, other than a payment of principal, for a period of three (3)
      business days thereafter, (c) any of the Company’s representations or warranties
      contained in the Subscription Agreement or this Debenture were false when made
      or the Company fails to comply with any of its other agreements in the
      Transaction Documents (as defined in Article 16 below) and such failure
      continues for a period of five (5) business days, (d) the Company pursuant
      to or
      within the meaning of any Bankruptcy Law (as hereinafter defined): (i) commences
      a voluntary case; (ii) consents to the entry of an order for relief against
      it
      in an involuntary case; (iii) consents to the appointment of a Custodian (as
      hereinafter defined) of it or for all or substantially all of its property
      or
      (iv) makes a general assignment for the benefit of its creditors or (v) a court
      of competent jurisdiction enters an order or decree under any Bankruptcy Law
      that: (A) is for relief against the Company in an involuntary case; (B) appoints
      a Custodian of the Company or for all or substantially all of its property
      or
      (C) orders the liquidation of the Company, and the order or decree remains
      unstayed and in effect for sixty (60) calendar days, (e) the Company’s Common
      Stock is suspended or no longer listed on any recognized exchange including
      electronic over-the-counter bulletin board for in excess of five (5) consecutive
      Trading Days
      (e) the
      Company violates any terms and conditions of the Registration Rights Agreement
      (f) the Registration Statement underlying the Debenture is not declared
      effective by the SEC within twelve (12) months of the Issuance Date.


    


    As
      used
      in this Section 6.1,
      the term
“Bankruptcy Law” means Title 11 of the United States Code or any similar federal
      or state law for the relief of debtors. The term “Custodian” means any receiver,
      trustee, assignee, liquidator or similar official under any Bankruptcy Law.
      A
      default under clause (c) above is not an Event of Default until the holders
      of
      at least one hundred percent (100%) of the aggregate principal amount of the
      Debentures outstanding notify the Company of such default and the Company does
      not cure it within five (5) business days after the receipt of such notice,
      unless the Company commences to cure such default within such period, which
      must
      specify the default, demand that it be remedied and state that it is a “Notice
      of Default”. Prior
      to
      the expiration of the time for curing a default as set forth in the preceding
      sentence, the holders of a majority in aggregate principal amount of the
      Debentures at the time outstanding (exclusive of Debentures then owned by the
      Company or any subsidiary or affiliate) may, on behalf of the holders of all
      of
      the Debentures, waive any past Event of Default hereunder (or any past event
      which, with the lapse of time or notice and lapse of time designated in
      subsection (a), would constitute an Event of Default hereunder) and its
      consequences, except a default in the payment of the principal of or interest
      on
      any of the Debentures. In the case of any such waiver, such default or Event
      of
      Default shall be deemed to have been cured for every purpose of this Debenture
      and the Company and the holders of the Debentures shall be restored to their
      former positions and rights hereunder, respectively; but no such waiver shall
      extend to any subsequent or other default or impair any right consequent
      thereon.

    


    In
      the
      Event of Default, the Holder may elect to secure a portion of the Company's
      assets not to exceed 200% of the Face Amount of the Note, in Pledged Collateral
      (as defined in the Irrevocable Transfer Agent Agreement). The Holder may also
      elect to garnishee Revenue from the Company in an amount that will repay the
      Holder on the schedules outlined in this Agreement.

    


    In
      the
      Event of Default, as outlined in this Agreement, the
      Holder
      can exercise its right to increase the Face
      Amount of the Debenture by ten percent (10%) as an initial penalty and for
      each
      Event of Default under this Agreement. In addition, the Holder may elect to
      increase the
      Face
      Amount by two and one-half percent (2.5%) per month (pro-rata for partial
      periods) paid as a penalty for liquated damages ("Liquidated Damages"). The
      Liquated Damages will be compounded daily. It is the intention and
      acknowledgement of both parties that the Liquidated Damages not be deemed as
      interest. 

    


    In
      the
      event of Default, specifically to Section 6.1 (f), the Holder may elect to
      switch the Conversion Price of the Debenture as outlined in Section 3.2 (c)
      above ("Default Conversion Price"). The Default Conversion Price shall be equal
      to the lesser of a) the Fixed Conversion Price or b) seventy percent (70%)
      of
      the lowest closing bid price of the Common Stock during the fifteen (15) trading
      days prior to conversion. Upon written notice being sent to the Company by
      the
      Holder of Default under Section 6.1 (f), and the Holder's election to exercise
      the remedy to switch the conversion price to the Default Conversion Price,
      the
      Company shall immediately withdraw the Registration Statement. Further, the
      Company agrees that the date of consideration for the Debenture shall remain
      the
      Issuance Date stated herein. The Company shall provide an opinion letter from
      counsel within two (2) days of written request by the Holder stating that the
      date of consideration for the Debenture is the Issuance Date. In the event
      the
      Company does not deliver the opinion letter within two business days, the
      Default Conversion Price shall immediately decrease by two percent (2%) for
      each
      business day an opinion letter fails to be delivered. In the event that counsel
      to the Company fails or refuses to render an opinion as required to issue the
      Shares in accordance with this paragraph (either with or without restrictive
      legends, as applicable), then the Company irrevocably and expressly authorizes
      counsel to the Investor to render such opinion and shall authorize the Transfer
      Agent shall accept and be entitled to rely on such opinion for the purposes
      of
      issuing the Shares. Any costs incurred by Holder for such opinion letter shall
      be added to the Face Amount of the Debenture.

    


    Section
      6.2  Acceleration.
      If
      an
      Event of Default occurs and is continuing, the Holder hereof by notice
to
      the
      Company may declare the remaining principal amount of this Debenture, together
      with all accrued interest and any liquidated damages, to be due and payable.
      Upon such declaration, the remaining principal amount shall be due and payable
      immediately.

    Section
      6.3  Seniority, No
      past
      indebtedness of the Company is senior to this Debenture in right of payment,
      whether with respect to interest, damages or upon liquidation or dissolution
      or
      otherwise. The Company shall be able to secure specific property or equipment
      for the continuing operations of the Company.

    


    Article
      7  Registered
      Debentures

    Section
      7.1  Record
      Ownership. The
      Company, or its attorney, shall maintain a register of the holders of the
      Debentures (the “Register”) showing their names and addresses and the serial
      numbers and principal amounts of Debentures issued to them. The Register may
      be
      maintained in electronic, magnetic or other computerized form. The Company
      may
      treat the person named as the Holder of this Debenture in the Register as the
      sole owner of this Debenture. The Holder of this Debenture is the person
      exclusively entitled to receive payments of interest on this Debenture, receive
      notifications with respect to this Debenture, convert it into Common Stock
      and
      otherwise exercise all of the rights and powers as the absolute owner
      hereof.

    Section
      7.2  Worn
      or Lost Debentures. If
      this
      Debenture becomes worn, defaced or mutilated but is still substantially intact
      and recognizable, the Company or its agent may issue a new Debenture in lieu
      hereof upon its surrender. Where
      the
      Holder of this Debenture claims that the Debenture has been lost, destroyed
      or
      wrongfully taken, the Company shall issue a new Debenture in place of the
      Debenture if the Holder so requests by written notice to the Company actually
      received by the Company before it is notified that the Debenture has been
      acquired by a bona fide purchaser and the Holder has delivered to the Company
      an
      indemnity bond in such amount and issued by such surety as the Company deems
      satisfactory together with an affidavit of the Holder setting forth the facts
      concerning such loss, destruction or wrongful taking and such other information
      in such form with such proof or verification as the Company may request.


    Article
      8  Notice.

    


    Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Debenture must be in writing and will be deemed
      to
      have been delivered (i) upon receipt, when delivered personally; (ii) upon
      receipt, when sent by facsimile (provided a confirmation of transmission is
      mechanically or electronically generated and kept on file by the sending party);
      or (iii) one (1) day after deposit with a nationally recognized overnight
      delivery service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to the
      Company:

    Kent
      Watts

    Hyperdynamics
      Corp.

    9700
      Bissonnet, Suite 1700

    Houston,
      Texas 77036

    Telephone:
      (713) 353-9400

    Facsimile:
      (713) 353-9421

    If
      to the
      Investor:

    


    At
      the
      address listed in the Questionnaire.

     

    Each
      party shall provide five (5) business days prior notice to the other party
      of
      any change in address, phone number or facsimile number.

    Article
      9  Time

     

    Where
      this Debenture authorizes or requires the payment of money or the performance
      of
      a condition or obligation on a Saturday or Sunday or a public holiday, or
      authorizes or requires the payment of money or the performance of a condition
      or
      obligation within, before or after a period of time computed from a certain
      date, and such period of time ends on a Saturday or a Sunday or a public
      holiday, such payment may be made or condition or obligation performed on the
      next succeeding business day, and if the period ends at a specified hour, such
      payment may be made or condition performed, at or before the same hour of such
      next succeeding business day, with the same force and effect as if made or
      performed in accordance with the terms of this Debenture. A “business day” shall
      mean a day on which the banks in New York are not required
      or
      allowed to be closed. 

     

    


    Article
      10  No
      Assignment

     

    This
      Debenture shall not be assignable.

     

    


    Article
      11  Rules
      of
      Construction.

     

    In
      this
      Debenture, unless the context otherwise requires, words in the singular number
      include the plural, and in the plural include the singular, and words of the
      masculine gender include the feminine and the neuter, and when the sense so
      indicates, words of the neuter gender may refer to any gender. The numbers
      and
      titles of sections contained in the Debenture are inserted for convenience
      of
      reference only, and they neither form a part of this Debenture nor are they
      to
      be used in the construction or interpretation hereof. Wherever, in this
      Debenture, a determination of the Company is required or allowed, such
      determination shall be made by a majority of the Board of Directors of the
      Company and if it is made in good faith, it shall be conclusive and binding
      upon
      the Company and the Holder of this Debenture.

     

    


    Article
      12  Governing
      Law

     

    The
      validity, terms, performance and enforcement of this Debenture shall be governed
      and construed by the provisions hereof and in accordance with the laws of the
      Commonwealth of Massachusetts applicable to agreements that are negotiated,
      executed, delivered and performed solely in the Commonwealth of Massachusetts.
      

    Article
      13  Litigation

    DISPUTES
      SUBJECT TO ARBITRATION GOVERNED BY MASSACHUSETTS LAW

    


    All
      disputes arising under this agreement shall be governed by and interpreted
      in
      accordance with the laws of the Commonwealth of Massachusetts, without regard
      to
      principles of conflict of laws. The parties to this agreement will submit all
      disputes arising under this agreement to arbitration in Boston, Massachusetts
      before a single arbitrator of the American Arbitration Association (“AAA”). The
      arbitrator shall be selected by application of the rules of the AAA, or by
      mutual agreement of the parties, except that such arbitrator shall be an
      attorney admitted to practice law in the Commonwealth of Massachusetts. No
      party
      to this agreement will challenge the jurisdiction or venue provisions as
      provided in this section. 

    


    Article
      14 Redemption

    


    The
      Holder shall have the right to be redeemed from the Debenture, in whole or
      in
      part, at a price equal to one hundred and twenty-five percent (125%) of the
      outstanding principal amount of the Debenture, including accrued interest (and
      penalties if applicable). Any Payments, as defined in Article 2 above, shall
      apply to the Redemption Amount. The Investor also holds the right to use the
      existing equity line to redeem the Debenture 

    


    Article
      15  Investor
      Warrants

    


    As
      an
      additional inducement to Holder, the Company shall issue a warrant to purchase
      five hundred thousand (500,000) shares of its common stock exercisable at the
      strike prices outlined in the Warrant Agreement, attached hereto and
      incorporated by reference, to Holder. 

    


    Article
      16 Transaction
      Documents

    


    The
      Company agrees that contemporaneously with the execution and delivery of this
      Debenture, the parties hereto are executing and delivering a Registration Rights
      Agreement, Subscription Agreement, Warrant Agreement, Security Agreement and
      the
      Irrevocable Transfer Agent Agreement (collectively, the "Transaction Documents")
      pursuant to which the Company has agreed to provide certain rights and
      obligations as defined in the documents.

    


    Article
      17 Intentionally
      Omitted 

    


    Article
      18 Insider
      Sales

    


    The
      Company shall cause its officers, insiders, directors, and affiliates or other
      related parties under control of the Company, to refrain from selling or
      otherwise disposing any Common Stock in the open market, while there is an
      outstanding balance on the Debenture. Failure to do so will result in an Event
      of Default Remedies pursuant to Article 6 can be taken by the Holder.


    


    Article
      19  Waiver

    


    The
      Holder's delay or failure at any time or times hereafter to require strict
      performance by Company of any undertakings, agreements or covenants shall not
      waiver, affect, or diminish any right of the Holder under this Agreement to
      demand strict compliance and performance herewith. Any waiver by the Holder
      of
      any Event of Default shall not waive or affect any other Event of Default,
      whether such Event of Default is prior or subsequent thereto and whether of
      the
      same or a different type. None of the undertakings, agreements and covenants
      of
      the Company contained in this Agreement, and no Event of Default, shall be
      deemed to have been waived by the Holder, nor may this Agreement be amended,
      changed or modified, unless such waiver, amendment, change or modification
      is
      evidenced by an instrument in writing specifying such waiver, amendment, change
      or modification and signed by the Holder. 

    


    Article
      20 Waiver
      of Jury Trial. 

    


    AS
      A
      MATERIAL INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE
      PARTIES HERETO HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
      RELATED IN ANY WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
      ASSOCIATED WITH THIS TRANSACTION. 

    


    *.*.*

    


    IN
      WITNESS WHEREOF, the Company has duly executed this Debenture as of the date
      first written above and duly authorized to sign on behalf of:

     

      HYPERDYNAMICS
      CORP.

     

    


    By             Name: Kent
      Watts

    Title:
       Chief
      Executive Officer

    


    DUTCHESS
      PRIVATE EQUITIES FUND, II, L.P.

    BY
      ITS
      GENERAL PARTNER DUTCHESS 

    CAPITAL
      MANAGEMENT, LLC 

     

    


    By:
      __________________________________        Name:
      Douglas H. Leighton

    Title:
      A
      Managing Member 

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
      A

    


    (INCLUDED
      IN DEBENTURE AGREEMENT DATED AUGUST 12, 2005 BETWEEN THE COMPANY AND THE
      INVESTOR)

    


    


    


    


    EXHIBIT
      B
      MINIMUM PAYMENT SCHEDULE

    


    


    (INCLUDED
      IN DEBENTURE AGREEMENT DATED AUGUST 12, 2005 BETWEEN THE COMPANY AND THE
      INVESTOR)