Exhibit 10.12


    
      	Exhibit
              10.12	CFO
              Agreement.
	 	 


    

    
      	[Letterhead
              of Clear Financial Solutions, Inc.]
	 
	October
              24,
              2005


    

    
      	 
	
              Kent
                Watts
Chief
                Executive
                Officer
Hyperdynamics
                Corp. 
9700
                Bissonnet,
                Suite 1700
Houston,
                TX
                77036

              Dear
                Kent:

              It
                was a pleasure to sit down with you and Harry this morning and
                visit about our journeys over the past few years. I appreciate the
                opportunity to work with you and look forward to a long and rewarding
                relationship. 

              The
                following is a list of services available from Clear
                Financial Solutions, Inc. (Firm). We hope to exceed your
                expectations of service from our firm by clearly identifying the
                services
                to be provided, their frequency, and the objectives and limitations
                of
                such services. We have prepared this proposal for services based
                our
                meeting with the management of Hyperdynamics Corp.
                (Client).

              We
                provide the following services for our
                clients:

            
	 


    

    
      	
            	•	Contract
              CFO Services
	
            	
            	 
	
            	•	Strategic
              Planning
	
            	
            	 
	
            	•	SEC
              Reporting Services
	
            	
            	 
	
            	•	Business
              Process Re-engineering
	
            	
            	 
	
            	•	Performance
              Measurement and Improvement
	
            	
            	 
	
            	•	Procedures
              and Controls
	
            	
            	 
	
            	•	Financial
              Analysis
	
            	
            	 
	
            	•	Outsourced
              Accounting Services


    

    
      	 
	
              You
                have requested that we perform Contract CFO Services for your
                company. These services will be performed by Steven M. Plumb, CPA
                (Consultant). Mr. Plumb may also utilize other staff members of the
                Firm.
                In the course of performing these services we will do the
                following:

            


    

    128

    

    
    

    
      	
            	•	Serve
              as part time Chief Financial Officer; 
	
            	
            	 
	
            	•	Provide
              advice on the application of Generally Accepted Accounting
              Principles;
	
            	
            	 
	
            	•	Assist
              with the preparation and filing of SEC reports;
	
            	
            	 
	
            	•	Assist
              in preparation of monthly financial statements;
	
            	
            	 
	
            	•	Oversee
              accounting function; and 
	
            	
            	 
	
            	•	Other
              projects as requested by
              management.


    

    
      	 
	
              None
                of the services provided can be relied upon to detect errors,
                irregularities, or illegal acts that may exist. However, we will
                inform
                the appropriate level of management of any material errors that come
                to
                our attention or any irregularities or illegal acts that come to
                our
                attention, unless they are clearly inconsequential.

              We
                anticipate that the services requested will require between 20
                and 30 hours per month. Our standard rate for these services is $175
                per
                hour. However, we will discount this rate to $165 per hour if you
                agree to
                a monthly retainer. Accordingly, we estimate that our monthly fee
                for
                these services will be between $3,300 and $4,950 per month. If more
                hours
                are required in a particular month we will bill you for the additional
                hours at $165 per hour. Each quarter we will compare the level of
                effort
                expended to the billings in order to determine if the estimated hours
                were
                worked. If we have not expended the level of effort noted above we
                will
                adjust our fee to ensure that you do not pay for unearned time.
                

              Where
                ever possible we will utilize less expensive staff to perform
                tasks. Our normal staff billing rates is as follows:

              Partner       $165
Manager   $150
                -
                $125
Staff    $75
Bookkeeper    $50

              Payment
                will be due on the 1st of each month. Interest of 1.5% per
                month will be charged on all outstanding balances. The payment due
                upon
                execution of this contract is $4,950.00, which consists of a retainer
                comprised of one month’s fee in advance. If Client becomes 30 days or more
                in arrears on payments to the Firm, the Firm has the right to stop
                performing services under this contract. 

From time to time our
                clients request our assistance for a specific project. We are more
                than
                happy to assist in these instances and will provide you with a proposal
                for a specific project upon your request. 

              The
                Firm has not been engaged to provide, nor will it provide, any
                attestation services, such as auditing, review or compilation services
                under this contract. 

              Client
                will reimburse Firm for reasonable expenses such as mileage,
                photocopies, long distance, postage and supplies.

              This
                contract will become effective upon the filing of the S-1 that
                is currently being drafted and is for a period of one year. This
                is
                estimated to be October 28, 2005. Unless canceled by either party
                with
                written notice sixty (60) days prior to the end of the contract,
                the
                contract will automatically renew for another twelve (12) month period
                with a 5% fee increase. The contract will roll over automatically
                until
                canceled in writing by either party within sixty (60) days notice
                prior to
                the end of the contract. The retainer will be applied to the last
                months
                billing. Should the contract be renewed, the applicable retainer
                shall be
                rolled forward and will apply to the last billing of the renewed
                contract.
                If the firm is unable to perform due to circumstances beyond its
                control,
                then the Firm is released from this contract and the Firm has no
                liability
                under this agreement. The Client may cancel this contract with 60
                days
                written notice. 

            


    

    129

    

    
    

    
      	
              Based
                upon the terms and conditions contained in this agreement,
                you are engaging Consultant to perform business and management consulting
                services at such places and times as may be reasonably agreed to
                by
                Consultant. It is expressly understood and agreed that no provisions
                of
                this agreement, nor any act of the parties, shall be interpreted
                to create
                any relationship between Consultant and the Company other than that
                of
                independent contractor. Each party agrees to keep confidential the
                proprietary information of the other party that may be learned during
                the
                course of providing or receiving services under this Agreement. Consultant
                agrees he will not disclose any proprietary or confidential information
                acquired from the Company under this agreement, including trade secrets,
                business plans and confidential or other information which may be
                proprietary to the Company. The parties agree that either the Company
                or
                Consultant, through written notice, may terminate Consultant’s engagement
                under this Agreement at any time for any reason or for no reason.
                In the
                case of a dispute, such representative as the Company may designate
                will
                discuss the controversial items with Consultant and attempt to resolve
                the
                dispute. The parties will attempt to resolve any controversy or claim
                arising out of this Agreement by mediation prior to commencing any
                legal
                action. The maximum recovery for any damages attributable to work
                performed, regardless of the cause of action, will be limited to
                the
                return of unearned fees paid to Consultant. All agreements between
                the
                parties are contained in this document. There are no oral agreements
                between the parties.

              This
                agreement is governed exclusively by Texas substantive law
                without reference to Texas choice of law rules. The parties agree
                that all
                disputes arising out of or related to this agreement must be litigated
                in
                the state district courts of Harris County, Texas, which the parties
                agree
                shall be the exclusive forum for any and all litigation between them.
                The
                Client expressly agrees that it is subject to personal jurisdiction
                in
                Texas for any and all disputes between the parties. The Client further
                agrees that subject matter jurisdiction for any and all disputes
                between
                the parties lies exclusively in the Texas state courts. 

              Please
                indicate your acceptance of the above understanding by
                signing below. A copy is enclosed for your records. If your needs
                change
                during the year, the nature of our services can be adjusted appropriately.
                Likewise, if you have special projects with which we can assist,
                please
                let us know. We look forward to a long-term and mutually-beneficial
                relationship with Hyperdynamics.

              Sincerely,
Clear
                Financial
                Solutions, Inc. by

              Steven
                Plumb, CPA

              SMP

              Reviewed
                and accepted:     

              _____________________________
                                Date
                 ________________

              Kent
                Watts
President/Chief
                Executive Officer

            


    

    130