10.1  Stock  Exchange  Agreement

                            STOCK EXCHANGE AGREEMENT
                            ------------------------


     This  Stock Exchange Agreement (the "Agreement"), dated as of May 25, 2001,
by  and  among  Hyperdynamics  Corporation, a Delaware corporation ("HYPD"); DJX
Ltd., a Belize corporation (the "Stockholder") being the sole stockholder of all
of  the  capital  stock  of  SCS Corporation (formerly, ASACK Corp.), a Delaware
corporation  ("SCS");  SCS;  and  J.  Hamilton ("Mr. Hamilton"), being a control
person  of  DJX  and  SCS.

                             R  E  C  I  T  A  L  S
                             ----------------------

     WHEREAS,  the  Stockholder is the record and beneficial owner of all of the
capital stock of SCS, the number of presently outstanding shares of common stock
of  SCS  being  2,000  shares,  par  value  $.0004  per share (the "SCS Stock");

     WHEREAS,  HYPD desires to acquire from the Stockholder, and the Stockholder
desires  to convey to HYPD, all of the issued and outstanding SCS Stock owned by
the  Stockholder  in  exchange  for  either:

     a)   2,725  shares  of  Series  B  Preferred Stock (the "Series B Preferred
          Stock"  or  "HYPD Stock") of HYPD, all on the terms and conditions set
          forth  below,  or

     b)   20,185,185  shares of restricted common stock as determined in Article
          I  below.

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained in
this Agreement, and on the terms and subject to the conditions set forth in this
Agreement,  the  parties  hereto, intending to be legally bound, hereby agree as
follows:


                                  ARTICLE  I
                             EXCHANGE  OF  SHARES

     Section  1.1     SCS  Stock.  At  the  Closing  (as  defined  below),  the
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Stockholder  shall  transfer, convey and deliver to HYPD, 2,000 shares of common
stock  of SCS, and shall deliver to HYPD stock certificates representing the SCS
Stock,  duly  endorsed  to  HYPD or accompanied by duly executed stock powers in
form  and  substance  satisfactory  to  HYPD.

     Section 1.2     HYPD Stock.  Within 15 days of Closing, in exchange for the
                     ----------
2,000  shares  of SCS Stock transferred to HYPD, HYPD shall issue and deliver to
the  Stockholder  either:

     a)   2,725 shares of Series B Preferred Stock as established and designated
          by  the  board  of  directors  of  HYPD,  or

     b)   20,185,185  shares  ($2,725,000  divided  by  $.135  per  share)  of
          restricted  common  stock. The decision to issue series B preferred or
          restricted  common  stock  shall  be determined by the availability of
          series  B preferred to be designated by a board resolution. Should the
          resolution not be adopted within fifteen (15) days of the execution of
          this  document,  for any reason, then the common stock will be issued.


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          The  transaction by which the transfer shall take place is referred to
          in  this  Agreement  as  the  "Exchange". A copy of the Certificate of
          Designation of the HYPD Series B Preferred Stock is attached hereto as
          Exhibit  "A",  if  available  within the 15 day time frame established
          herein.

                                  ARTICLE  II
                                  THE CLOSING

     The  Closing  of  the  transactions  contemplated  by  this  Agreement (the
"Closing")  shall  take place at 10:00 A.M. on May 31, 2001(the "Closing Date"),
at  the offices of HYPD, 9700 Bissonnet, Suite 1700, Houston, Texas  77036 or at
such  other  time  and  place  as  agreed  upon  among  the  parties  hereto.

                                   ARTICLE III
                        REPRESENTATIONS AND WARRANTIES OF
                    SCS, THE STOCKHOLDER AND MR. J. HAMILTON

     The  SCS,  the  Stockholder and Mr. Hamilton hereby severally represent and
warrant  to  HYPD  as  follows:

     Section  3.1     Ownership  of  the  SCS  Stock.  The  Stockholder  owns,
                      ------------------------------
beneficially  and  of record, 2, 000 shares of common stock of SCS Stock; except
for  restrictions  imposed  by  national, federal and state securities laws, (i)
such  shares  are owned by such Stockholder free and clear of any liens, claims,
equities,  charges,  options, rights of first refusal, or encumbrances; (ii) the
Stockholder has the unrestricted right and power to transfer, convey and deliver
full  ownership  of  such  shares  without the consent or agreement of any other
person  and without any designation, declaration or filing with any governmental
authority;  and,  (iii) upon the transfer of such shares to HYPD as contemplated
herein,  HYPD  will  receive good and valid title thereto, free and clear of any
liens, claims, equities, charges, options, rights of first refusal, encumbrances
or  other  restrictions.

     Section  3.2     Organization.  If the Stockholder is either a corporation,
                      ------------
limited  liability  company  or  partnership,  or  other  business  entity,  it
represents  and warrants that it is duly organized, validly existing and in good
standing  under  the  laws  of  the  state  or  nation  of  its incorporation or
formation,  with  full  power  and  authority and all necessary governmental and
regulatory  licenses,  permits  and authorizations to carry on the businesses in
which  it  is engaged, to own the properties that it owns currently and will own
at  the  Closing,  and  to perform its obligations under this Agreement.  If the
Stockholder  is a corporation, limited liability company or partnership or other
business  entity,  it  is  qualified  as  a foreign corporation, foreign limited
liability  company or foreign partnership or foreign business entity (which ever
the  case  may  be)  and  is  in good standing in each jurisdiction in which the
failure  to  qualify  would  have  material  adverse  effect  on  the  business,
properties  or  condition  (financial  or  otherwise)  of  the  Stockholder.

     Section  3.3     Authorization.  If  the  Stockholder  is  a  corporation,
                      -------------
limited  liability  company  or  partnership  or other business entity, then all
corporate,  limited  liability  company or partnership action on the part of the
corporate,  limited  liability  company or partnership Shareholder necessary for
the authorization, execution, delivery and performance of this Agreement and the
transactions  contemplated  hereby  has been taken or will be taken prior to the
Closing.  All  action  on  the  part  of  the  Stockholder  necessary  for  the
authorization,  execution,  delivery  and  performance  of this Agreement by the
Stockholder  has  been  taken  or  will  be  taken  prior  to the Closing.  This
Agreement  constitutes  a  valid  and  binding  obligation  of  the Stockholder,
enforceable  against  the  Stockholder  in accordance with its terms, subject to
bankruptcy,  insolvency,  reorganization,  and other laws of general application
relating  to or affecting creditors' rights and to general equitable principles.


<PAGE>
     Section  3.4     Pending  Claims.  There  is  no  claim,  suit,  action  or
                      ---------------
proceeding, whether judicial, administrative or otherwise, pending or threatened
that  would  preclude or restrict the transfer to HYPD of the SCS Stock owned by
the  Stockholder  or  the  performance  of  this  Agreement  by the Stockholder.

     Section  3.5     No  Default.   The  execution, delivery and performance of
                      -----------
this  Agreement  by the Stockholder does not and will not constitute a violation
or  default  under  or  conflict  with any contract, agreement, understanding or
commitment  to which such Stockholder is a party or by which such Stockholder is
bound.

     Section  3.6     Acquisition  of  Stock  for  Investment.  The  Stockholder
                      ---------------------------------------
understands  that the issuance of HYPD Stock will not have been registered under
the  Securities  Act  of  1933, as amended (the "Act"), or any national or state
securities  acts,  and,  accordingly,  are  restricted  securities,  and that it
represents  and  warrants  to  HYPD that its present intention is to receive and
hold  the HYPD Stock for investment only and not with a view to the distribution
or  resale  thereof.

     Additionally,  the Stockholder understands that any sale by the Stockholder
of  any of the HYPD Stock received under this Agreement will, under current law,
require  either  (a)  the  registration  of  the  HYPD  Stock  under the Act and
applicable  national  or  state securities acts; (b) compliance with Rule 144 of
the  Act;  or  (c)  the  availability  of  an  exemption  from  the registration
requirements  of  the Act and applicable national or state securities acts.  The
Stockholder  understands  that  HYPD  has  not undertaken and does not presently
intend  to file a Registration Statement to register the HYPD Stock to be issued
to  the Stockholder.  The Stockholder hereby agrees to execute, deliver, furnish
or otherwise provide to HYPD an opinion of counsel reasonably acceptable to HYPD
prior  to any subsequent transfer of the HYPD Stock, that such transfer will not
violate  the  registration  requirements  of  the  federal  or national or state
securities acts.  The Stockholder further agrees to execute, deliver, furnish or
otherwise  provide  to  HYPD  any  documents or instruments as may be reasonably
necessary  or  desirable in order to evidence and record the HYPD Stock acquired
hereby.

     To  assist  in  implementing  the  above provisions, the Stockholder hereby
consents  to the placement of the legend, or a substantially similar legend, set
forth  below,  on  all  certificates  representing  ownership  of the HYPD Stock
acquired  hereby  until  the HYPD Stock has been sold, transferred, or otherwise
disposed  of,  pursuant  to  the  requirements  hereof.  The  legend  shall read
substantially  as  follows:

     "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES
     MUST  BE ACQUIRED FOR INVESTMENT, ARE RESTRICTED AS TO TRANSFERABILITY, AND
     MAY  NOT  BE  SOLD,  ,  HYPOTHECATED,  OR  OTHERWISE  TRANSFERRED  WITHOUT
     COMPLIANCE WITH THE REGISTRATION AND QUALIFICATION PROVISIONS OF APPLICABLE
     FEDERAL  AND  STATE  SECURITIES  LAWS  OR APPLICABLE EXEMPTIONS THEREFROM."

     In  addition,  the  Stockholder  consents  to HYPD placing a "stop transfer
notation"  in  its  corporate  records concerning the transfer of the HYPD Stock
acquired  by  the  Stockholder.

     Section  3.7     [Reserved].
                      ----------


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     Section 3.8     Stockholder Access to Information.  The Stockholder (a) has
                     ---------------------------------
been  afforded  the  opportunity  to  ask  questions of and receive answers from
representatives  of  HYPD  concerning  the  business  and  financial  condition,
properties,  operations and prospects of HYPD and has asked such questions as it
desires  to  ask  and  all  such  questions  have  been  answered  to  the  full
satisfaction  of  the  Stockholder;  (b)  has  such  knowledge and experience in
financial  and  business  matters so as to be capable of evaluating the relative
merits  and  risks  of  the  transactions  contemplated  hereby;  (c) has had an
opportunity  to  engage and is represented by an attorney of its choice; (d) has
had  an opportunity to negotiate the terms and conditions of this Agreement; (e)
has  been  given  adequate  time  to  evaluate  the  merits  and  risks  of  the
transactions  contemplated  hereby;  and (f) has been provided with and given an
opportunity  to  review  all  current  information  about  HYPD.

     Section  3.9     Disclosure.  No  representation  or  warranty  of  the
                      ----------
Stockholder  or Mr. Hamilton contained in this Agreement (including the exhibits
and  schedules hereto) contains any untrue statement of a material fact or omits
to  state  a  material  fact necessary in order to make the statements contained
herein or therein, in light of the circumstances under which they were made, not
misleading.

     Section  3.10     Indemnification  by  Stockholder  and  Mr  Hamilton.  The
                       ---------------------------------------------------
Exchange  being  conducted  with  HYPD  is based, to a material degree, upon the
representations  and warranties of Stockholder and Mr. Hamilton as set forth and
contained  herein and the Stockholder and Mr. Hamilton hereby agree to indemnify
and  hold  harmless  HYPD  against  all  damages,  costs, or expenses (including
reasonable  attorney's fees) arising as a result of any breach of representation
or  warranty  or  omission  made  herein  by  the  Stockholder  or Mr. Hamilton.

     If  any action is brought against HYPD in respect of which indemnity may be
sought  against  the Stockholder pursuant to the foregoing paragraph, HYPD shall
promptly  notify  the Stockholder and Mr. Hamilton in writing of the institution
of  such  action (but the omission to so notify the Stockholder and Mr. Hamilton
shall  not  relieve it from any liability that it may have to HYPD except to the
extent  the  Stockholder  and Mr. Hamilton is materially prejudiced or otherwise
forfeit  substantive  rights  or  defenses  by  reason of such failure), and the
Stockholder  and Mr. Hamilton shall assume the defense of such action, including
the employment of counsel to be chosen by the Stockholder and Mr. Hamilton to be
reasonably  satisfactory  to HYPD, and payment of expenses.  HYPD shall have the
right to employ the Stockholder's and Mr. Hamilton's or their own counsel in any
such  case,  but the fees and expenses of such counsel shall be at HYPD expense,
unless  the  employment of such counsel shall have been authorized in writing by
the  Stockholder and Mr. Hamilton in connection with the defense of such action,
or  the  Stockholder  and  Mr.  Hamilton shall not have employed counsel to take
charge of the defense of such action, or counsel employed by the Stockholder and
Mr.  Hamilton  shall not be diligently defending such action, or HYPD shall have
reasonably  concluded  that  there  may  be  defenses  available to it which are
different  from  or  additional  to  those  available to the Stockholder and Mr.
Hamilton,  or  that  representation  of  HYPD  by  the  same  counsel  would  be
inappropriate  under  applicable standards of professional conduct due to actual
or potential differing interests between them (in which case the Stockholder and
Mr.  Hamilton  shall  not have the right to direct the defense of such action on
behalf  of HYPD), in any of which event such fees and expenses shall be borne by
the  Stockholder  and  Mr.  Hamilton. Anything in this paragraph to the contrary
notwithstanding,  the  Stockholder  and Mr. Hamilton shall not be liable for any
settlement  of,  or  any  expenses  incurred  with respect to, any such claim or
action  effected  without  the Stockholder's and Mr. Hamilton's written consent,
which  consent  shall  not  be  unreasonably  withheld.  The Stockholder and Mr.
Hamilton  shall  not,  without  the  prior  written  consent  of HYPD effect any
settlement  of  any proceeding in respect of which HYPD is a party and indemnity
has  been  sought  hereunder  unless  such  settlement includes an unconditional
release of HYPD from all liability on claims that are the subject matter of such
proceeding.


<PAGE>
     Section  3.11     Organization  and  Capitalization.  SCS  is a corporation
                       ---------------------------------
duly  organized,  validly  existing  and  in  good  standing  under  the laws of
Delaware,  with  full  power  and  authority  and all necessary governmental and
regulatory  licenses,  permits  and authorizations to carry on the businesses in
which  it  is engaged, to own the properties that it owns currently and will own
at  the  Closing.  SCS  is  qualified  as  a  foreign corporation and is in good
standing  in  each  jurisdiction  in  which  the failure to qualify would have a
material  adverse  effect on the business, properties or condition (financial or
otherwise)  of SCS.  SCS does not have any subsidiaries or any other investments
or  ownership  interest  in any corporation, partnership, joint venture or other
business  enterprise,  except  as  set  forth  in Schedule 3.11.  The authorized
capital  stock  of SCS consists of 100,000,000 shares of common stock, .0004 par
value per share , of which 2,000 shares are validly issued and outstanding.  All
of such issued and outstanding shares of SCS Stock have been duly authorized and
validly  issued  and are fully paid and non-assessable.  None of the shares were
issued  in  violation of any preemptive rights.  Except as set forth in Schedule
3.11,  there  are  no  existing  warrants,  options,  rights  of  first refusal,
conversion  rights,  calls,  commitments  or  other  agreements of any character
pursuant  to  which  SCS is or may become obligated to issue any of its stock or
securities.  SCS has no obligation to repurchase, reacquire or redeem any of its
outstanding  capital  stock.

     Section  3.12     Subsidiaries  SCS  has  no  subsidiaries.
                       ------------

     Section  3.13     Financial  Information.   SCS  has  delivered to HYPD the
                       ----------------------
balance  sheet  of  SCS  as of May 31, 2001, together with all accounting books,
records  and transactions since its inception on March 15, 2001.  Such Financial
Statements,  including  the  related notes, are in accordance with the books and
records  of SCS and fairly present the financial position of SCS and the results
of  operations  and changes in financial position of SCS as of the dates and for
the  periods  indicated,  in  each  case  in  conformity with generally accepted
accounting  principles  applied  on  a  consistent basis.  Except as, and to the
extent reflected or reserved against in the Financial Statements, SCS, as of the
date of the Financial Statements, has no material liability or obligation of any
nature,  whether  absolute, accrued, continued or otherwise, not fully reflected
or  reserved against in the Financial Statements.  As of the Closing Date, there
will  not  have  been  any  adverse  change  in the financial condition or other
operations,  business,  properties  or  assets  of  SCS  other  than liabilities
incurred  in the ordinary course of business in which, in the aggregate, are not
in  excess  of $10,000 from that reflected in the latest Financial Statements of
SCS  furnished  to  HYPD  pursuant  hereto.

     Section  3.14     Litigation.  There  are no actions, suits or proceedings,
                       ----------
formal or informal, pending or threatened against SCS, nor is SCS subject to any
order,  judgment  or  decree, except in all cases, whether known or unknown, for
matters  which, in the aggregate, would not result in a loss to SCS in excess of
$10,000.

     Section  3.15     Taxes.  SCS  has filed all tax returns and reports due or
                       -----
required  to  be filed, and has paid all taxes, interest payments and penalties,
if  any,  required  to  be  paid  with  respect  thereto.  SCS has made adequate
provision  for  the  payment of all taxes accruable for all periods ending on or
before  the  Closing  Date  to any taxing authority and is not delinquent in the
payment  of  any  material  tax  or  governmental  charge  of  any  nature.

     Section  3.16     Compliance with Laws.   SCS is, and at all times prior to
                       --------------------
the  date  hereof  has  been in compliance with all statutes, orders, rules, and
regulations  applicable to it or to the ownership of its assets or the operation
of  its  business, except for failures to be in compliance that would not have a
material  adverse  effect  on  the business, properties, condition (financial or
otherwise)  or  prospects of SCS, and SCS has no basis to expect to receive, and
has  not  received,  any  order  or  notice  of  any  such violation or claim of
violation  of  any  such  statute,  order,  rule,  ordinance  or  regulation.


<PAGE>
     Section  3.17     Books  and  Records.  The books of account, minute books,
                       -------------------
stock  record  books  and  other  records  of  SCS,  all of which have been made
available  to  HYPD, are accurate and complete in all material respects and have
been  maintained  in  accordance  with  sound  business  practices.

     Section  3.18     Title to Properties; Encumbrances.  SCS has good title to
                       ---------------------------------
all  of  its  properties and assets, real and personal, tangible and intangible,
that  are  material  to  the  condition  (financial  or  otherwise),  business,
operations  or prospects of SCS, free and clear of all mortgages, claims, liens,
security  interests, charges, leases, encumbrances and other restrictions of any
kind  and nature, except (i) as specifically disclosed in Schedule 3.18, (ii) as
disclosed  in  the  financial  statements  of SCS, (iii) statutory liens not yet
delinquent,  and (iv) such liens consisting of  zoning or planning restrictions,
imperfections of title, easements, pledges, charges and encumbrances, if any, as
do  not  materially  detract  from  the  value  or materially interfere with the
present  use  of  the  property  or  assets subject thereto or affected thereby.

     Section  3.19     Disclosure.  No  representation  or  warranty  of  the
                       ----------
Stockholder  or Mr. Hamilton contained in this Agreement (including the exhibits
and schedules hereto) contains any untrue statement or omits to state a material
fact  necessary  in order to make the statements contained herein or therein, in
light  of  the  circumstances  under  which  they  were  made,  not  misleading.

     Section  3.20  Insurance.  SCS  and  its  Subsidiaries  maintain  adequate
                    ---------
insurance with respect to their respective businesses and are in compliance with
all  material  requirements  and  provisions  thereof.

     Section  3.21  Material  Agreements;  Action.  There  are  no  material
                    -----------------------------
contracts,  agreements,  commitments,  understandings  or proposed transactions,
whether  written  or oral, to which SCS or any of its Subsidiaries is a party or
by  which  it  is  bound that involve or relate to:  (i) any of their respective
officers, directors, stockholders or partners or any Affiliate thereof; (ii) the
sale  of  any  of the assets of SCS or any of its Subsidiaries other than in the
ordinary  course  of business; (iii) covenants of SCS or any of its Subsidiaries
not  to  compete  in any line of business or with any person in any geographical
area  or  covenants  of  any  other person not to compete with SCS or any of its
Subsidiaries  in  any  line  of  business  or in any geographical area; (iv) the
acquisition  by  SCS or any of its Subsidiaries of any operating business or the
capital  stock  of  any  other  Person;  (v)  the borrowing of money or (vi) the
expenditure  of  more than $10,000 in the aggregate or the performance by SCS or
any  Subsidiary  extending for a period more than one year from the date hereof,
other  than  in the ordinary course of business.  There have been made available
to HYPD and its representatives true and complete copies of all such agreements.
All  such  agreements are in full force and effect.  Neither the Company nor any
of  its  Subsidiaries  is  in default under any such agreements nor is any other
party  to  any  such  agreements  in  default  thereunder  in  any  respect.

     Section  3.22     Employee  Benefit  Plans.   SCS  is  not  a  party to any
                       ------------------------
employee  benefit  plan.

     Section  3.23     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by this Agreement, neither SCS nor any Subsidiary is a party to or
bound by or the subject of any agreement, undertaking, commitment or discussions
or  negotiations  with  any  person  that  could result in (i) the sale, merger,
consolidation  or  recapitalization  of SCS or any  Subsidiary, (ii) the sale of
all  or  substantially  all  of  the assets of SCS or any Subsidiary, or (iii) a
change  of control of more than five percent of the outstanding capital stock of
SCS  or  any  Subsidiary.

     Section  3.24     No  Undisclosed  Liabilities.  Neither  SCS  nor  or  any
                       ----------------------------
Subsidiary  has any obligation or liability (contingent or otherwise) that would
be  required  to  be  reflected  in  the  financial statements of the Company in
accordance  with  GAAP  except  as  reflected  in  SCS's  Balance  Sheet.


<PAGE>
                                  ARTICLE  IV
                   LIMITATION OF LIABILITY OF CERTAIN PERSONS

     Section  33N of the Texas Securities Act, which applies to the transactions
contemplated  by  this  Agreement,  limits  the  liability of certain persons in
connection  with  actions  or  series  of  actions under Section 33 of the Texas
Securities  Act.  Specifically, Section 33N limits the liability of an attorney,
an  accountant,  a  consultant,  or  the  firm  of  the attorney, accountant, or
consultant  (collectively,  the  "Person") to an amount equal to three times the
fee  paid  by the Company or other seller to the Person for the services related
to  the  offer  of  securities,  unless  a  court  finds  the  Person engaged in
intentional  wrong  doing  in  providing  the  services.

                                   ARTICLE  V
                    REPRESENTATIONS  AND  WARRANTIES  OF  HYPD

     HYPD  hereby  represents  and  warrant  to  the  Stockholder  as  follows:

     Section  5.1     Organization  and  Capitalization.  HYPD  is a corporation
                      ---------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of Delaware, with full power and authority and all necessary governmental
and  regulatory  licenses, permits and authorizations to carry on the businesses
in  which  it  is engaged, to own the properties that it owns currently and will
own  at  the Closing, and to perform its obligations under this Agreement.  HYPD
is  qualified  as  a  foreign  corporation  and  is  in  good  standing  in each
jurisdiction  in  which  the  failure  to  qualify would have a material adverse
effect  on  the  business,  properties  or condition (financial or otherwise) of
HYPD.  HYPD does not have any subsidiaries or any other investments or ownership
interest  in  any  corporation,  partnership,  joint  venture  or other business
enterprise,  except as set forth in prior SEC filings.  Immediately prior to the
Closing  Date  the  authorized  capital stock of HYPD consists of (i) 50,000,000
shares  of  common stock, $.001 par value of which 13,966,982 shares are validly
issued  and  outstanding  at  the  date  hereon,(ii)  1,948  Shares  of Series A
Preferred  Stock,  and,  (iii) an aggregate of 2,029,515 options and warrants to
purchase  common  stock  of HYPD.  All of such issued and outstanding securities
shares of HYPD have been and all of the shares of HYPD Stock to be issued hereby
will  be, at the Closing, duly authorized and validly issued and are and will be
at  the  Closing  fully  paid  and non-assessable.  None of the shares that were
issued  and  none  of the shares to be issued hereby will be in violation of any
preemptive  rights.  HYPD  has  no obligation to repurchase, reacquire or redeem
any  of  its  outstanding  capital  stock.

     Section  5.2     Subsidiaries.  All of the outstanding capital stock of, or
                      ------------
other  ownership  interests  in,  each  Subsidiary is owned by HYPD, directly or
indirectly,  free and clear of any lien or any other limitation or limitation or
restriction  (including  restrictions  on  the  right to vote).  All outstanding
shares  of  the  capital  stock of  any Subsidiary have been duly authorized and
validly  issued  and  are  fully  paid  and  non-assessable  and are free of any
preemptive  rights.   There  are  no  outstanding  securities of  any Subsidiary
convertible into or evidencing the right to purchase or subscribe for any shares
of  capital  stock  of  any  Subsidiary,  there are no outstanding or authorized
options,  warrants,  calls,  subscriptions,  rights,  commitments  or  any other
agreements of any character obligating any Subsidiary to issue any shares of its
capital  stock  or  any  securities  convertible into or evidencing the right to
purchase  or subscribe for any shares of such stock, and there are no agreements
or  understandings with respect to the voting, sale, transfer or registration of
any  shares  of  capital  stock  of  any  Subsidiary.


<PAGE>
     Section  5.3     Authorization.  All  corporate  action on the part of HYPD
                      -------------
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  by  HYPD  has been taken or will be taken prior to the Closing.  HYPD
has  the requisite corporate power and authority to execute, deliver and perform
this  Agreement.  This  Agreement  has been duly executed and delivered by HYPD,
and constitutes a valid and binding obligation of HYPD, enforceable against HYPD
in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
and other laws of general application relating to or affecting creditors' rights
and  to  general  equitable  principles.

     Section  5.4     Litigation.  Except as set forth in our SEC filings, there
                      ----------
are no claims, actions, suits or proceedings, formal or informal, pending or, to
the  best knowledge of HYPD, threatened against HYPD, nor is HYPD subject to any
order,  judgment  or  decree,  except  in  either case for matters which, in the
aggregate,  would  not  result  in  a  loss  to  HYPD  in  excess  of  $10,000.

     Section  5.5     Taxes.   HYPD  has  filed  all federal, state or local tax
                      -----
returns and reports due or required to be filed and has paid all taxes, interest
payments  and  penalties,  if any, required to be paid with respect thereto, and
has  made  adequate  provision  for  the  payment of all taxes accruable for all
periods  ending on or before the Closing Date to any taxing authority and is not
delinquent  in  the  payment  of  any material tax or governmental charge of any
nature.

     Section  5.6     Financial  Information.   HYPD  has  delivered  to  the
                      ----------------------
Stockholder the audited balance sheet of HYPD as of June 30, 2000, together with
the  related statements of income, changes in shareholder's equity and cash flow
for the years then ended, including the related notes, all certified by Malone &
Bailey  PLLC, certified public accountants (the "Financial Statements"), and all
Forms  10-QSB  and 8-K since June 30, 2000.  Such Financial Statements and Forms
10-QSB  and  8-K,  including the related notes, are in accordance with the books
and  records  of  HYPD and fairly present the financial position of HYPD and the
results  of operations and changes in financial position of HYPD as of the dates
and  for  the  periods  indicated,  in  each  case  in conformity with generally
accepted accounting principles applied on a consistent basis.  Except as, and to
the extent reflected or reserved against in the Financial Statements, HYPD as of
the  date of the financial statements has no material liability or obligation of
any  nature,  whether  absolute,  accrued,  continued  or  otherwise,  not fully
reflected  or  reserved  against  in  the  Financial  Statements.

     Section 5.7     Compliance with Laws.  Except as set forth in Schedule 5.7,
                     --------------------
HYPD  is, and at all times prior to the date hereof has been, to the best of its
knowledge,  in  compliance  with  all  statutes,  orders,  rules, ordinances and
regulations  applicable to it or to the ownership of its assets or the operation
of its businesses, except for failures to be in compliance that would not have a
material  adverse  effect  on  the business, properties, condition (financial or
otherwise)  or  prospects  of  HYPD  and  HYPD  has  no basis to expect, nor has
received, any order or notice of any such violation or claim of violation of any
such  statute,  order,  rule,  ordinance  or  regulation.

     Section  5.8     Title  to  Properties;  Encumbrances.  HYPD  has  good and
                      ------------------------------------
marketable  title  to  all  of  its  properties  and  assets, real and personal,
tangible  and  intangible,  that  are  material  to  the condition (financial or
otherwise),  business,  operations  or  prospects of HYPD, free and clear of all
mortgages,  claims, liens, security interests, charges, leases, encumbrances and
other  restrictions of any kind and nature, except (i) as specifically disclosed
in  Schedule  5.8,  (ii) as disclosed in the Financial Statements of HYPD, (iii)
statutory  liens not yet delinquent, and (iv) such liens consisting of zoning or
planning  restrictions,  imperfections of title, easements, pledges, charges and
encumbrances,  if any, as do not materially detract from the value or materially
interfere  with  the  present  use  of the property or assets subject thereto or
affected  thereby.


<PAGE>
     Section  5.9     Disclosure.  To  the  best  of  HYPD  knowledge,  no
                      ----------
representation  or  warranty  of HYPD contained in this Agreement (including the
exhibits  and schedules hereto) contains any untrue statement of a material fact
or  omits  to  state  a  material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.

     Section  5.10     No  Default.  The  execution, delivery and performance of
                       -----------
this  Agreement  by HYPD does not and will not constitute a violation or default
under  or  conflict with any contract, agreement, understanding or commitment to
which  it is a party or by which it is bound or the Certificate of Incorporation
or By-Laws of HYPD or any statute, regulation, law, ordinance, judgment, decree,
writ,  injunction,  order  or  ruling  of  any  government  entity.

     Section  5.11     Pending  Claims.  There  is  no  claim,  suit,  action or
                       ---------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best  of  HYPD's  knowledge,  threatened  that  would  preclude  or restrict the
transfer  to  the  Stockholder  of  the  HYPD  Stock  or the performance of this
Agreement  by  HYPD.

     Section  5.12     Insurance.  HYPD  and  its Subsidiaries maintain adequate
                       ---------
insurance with respect to their respective businesses and are in compliance with
all  material  requirements  and  provisions  thereof.

     Section  5.13     Employee  Benefit  Plans.   HYPD  is  not  a party to any
                       ------------------------
employee  benefit  plan.

     Section  5.14     No Pending Transactions.  Except as set forth in Schedule
                       -----------------------
5.14  and  for the transactions contemplated by this Agreement, neither HYPD nor
any  Subsidiary  is  a  party  to  or  bound by or the subject of any agreement,
undertaking,  commitment  or  discussions  or  negotiations with any person that
could  result in (i) the sale, merger, consolidation or recapitalization of HYPD
or  any  Subsidiary,  (ii) the sale of all or substantially all of the assets of
HYPD  or  any Subsidiary, or (iii) a change of control of more than five percent
of  the  outstanding  capital  stock  of  HYPD  or  any  Subsidiary.

     Section 5.15     No Undisclosed Liabilities.  to the best of its knowledge,
                      --------------------------
neither  HYPD  nor or any Subsidiary has any obligation or liability (contingent
or otherwise) that would be required to be reflected in the financial statements
of  the  Company  in  accordance  with  GAAP except as reflected in HYPD Balance
Sheet.

     Section  5.16     Indemnification  by  HYPD.  HYPD  recognizes  that  the
                       -------------------------
Exchange  being  conducted  with the Stockholder is based, to a material degree,
upon  the  representations  and  warranties  of  HYPD as set forth and contained
herein  and  HYPD  hereby  agrees to indemnify and hold harmless the Stockholder
against  all  damages, costs, or expenses (including reasonable attorney's fees)
arising as a result of any breach of representation or warranty or omission made
herein  by  HYPD.

     If  any  action  is brought against HYPD, the Stockholder (the "Indemnified
Parties")  in  respect of which indemnity may be sought against HYPD pursuant to
the  foregoing  paragraph, the Indemnified Parties shall promptly notify HYPD in
writing  of  the  institution of such action (but the omission to so notify HYPD
shall  not  relieve  it  from any liability that it may have to such Indemnified
Parties except to the extent HYPD is materially prejudiced or otherwise forfeits
substantive rights or defenses by reason of such failure), and HYPD shall assume
the  defense of such action, including the employment of counsel to be chosen by
HYPD  to  be  reasonably satisfactory to the Indemnified Parties, and payment of
expenses.  The  Indemnified Parties shall have the right to employ HYPD or their
own counsel in any such case, but the fees and expenses of such counsel shall be
at  the Indemnified Party's expense, unless the employment of such counsel shall
have  been  authorized in writing by HYPD in connection with the defense of such
action, or HYPD shall not have employed counsel to take charge of the defense of


<PAGE>
such  action, or counsel employed by HYPD shall not be diligently defending such
action,  or  the  Indemnified Parties shall have reasonably concluded that there
may  be defenses available to it which are different from or additional to those
available  to HYPD, or that representation of such Indemnified Party and HYPD by
the  same  counsel  would  be  inappropriate  under  applicable  standards  of
professional conduct due to actual or potential differing interests between them
(in  which  case  HYPD  shall  not  have the right to direct the defense of such
action  on  behalf  of the Indemnified Parties), in any of which event such fees
and  expenses  shall  been  borne  by  HYPD.  Anything  in this paragraph to the
contrary notwithstanding, HYPD shall not be liable for any settlement of, or any
expenses  incurred  with  respect  to, any such claim or action effected without
HYPD  written  consent,  which consent shall not be unreasonably withheld.  HYPD
shall  not,  without the prior written consent of the Indemnified Parties effect
any  settlement of any proceeding in respect of which any Indemnified Parties is
a  party and indemnity has been sought hereunder unless such settlement includes
an  unconditional  release  of  such  Indemnified  Parties from all liability on
claims  that  are  the  subject  matter  of  such  proceeding.

                                  ARTICLE  VI
                               CLOSING;  DELIVERY

     Section  6.1(a)          Closing  Documents  of  the  Stockholder.  The
                              ----------------------------------------
obligations  of  HYPD to effect the transactions contemplated hereby are subject
to  the  delivery  by  the  Stockholder  at  Closing  of  each  of the following
documents:

     (i)  The Stockholder shall have delivered certificates evidencing their SCS
          Common  Stock duly endorsed for transfer by the Stockholder to HYPD as
          contemplated  by this Agreement, in form and substance satisfactory to
          counsel  for  HYPD.

     (ii) Faxed  signatures  are valid and acceptable to execute this agreement.


      Section  6.1(b)     Closing  Documents  of  HYPD.  The  obligations of the
                          ----------------------------
Stockholder  to  effect the transactions contemplated hereby are subject to each
of  the  following  conditions:

     (i)  HYPD  shall  have  delivered  either  (i) certificates evidencing HYPD
          Series  B  Preferred  Stock, duly executed for issuance by HYPD to the
          Stockholder  as  contemplated by this Agreement, in form and substance
          satisfactory  to  counsel  for  the Stockholder or the common stock as
          decided  upon  by  Stockholder.

     Section  6.1  (c)     Conditions  to  the  Obligations  of  HYPD  and  the
                           ----------------------------------------------------
Stockholder.  The  obligations  of  HYPD  and  the  Stockholder  to  effect  the
-----------
transactions contemplated hereby are further subject to the following condition:

     (i)  The  Board of Directors of HYPD shall have approved and authorized the
          transactions  and the issuance of the common stock, or the Certificate
          of  Designation  of  the  HYPD  Series  B Preferred Stock contemplated
          herein.

     (ii) No  action,  suit  or  proceeding  by  or  before  any  court  or  any
          governmental  or  regulatory  authority  shall  have been commenced or
          threatened,  and  no  investigation  by any governmental or regulatory
          authority  shall  have  been  commenced  or  threatened,  seeking  to
          restrain, prevent or challenge the transactions contemplated hereby or
          seeking  judgments  against  HYPD  or  the  Stockholder.


<PAGE>
                                  ARTICLE  VII
           COVENANTS  OF  SCS,  THE  STOCKHOLDER  AND  MR.  HAMILTON

     Conduct of Business.  From the date hereof until the earlier of the Closing
     -------------------
Date  or termination of this Agreement pursuant to Article IX, SCS shall conduct
its business only in the ordinary course consistent with past practice and shall
not sell, lease, pledge, dispose of, grant a license in or otherwise transfer or
encumber  any  of  its assets or properties other than in the usual and ordinary
course  of  its  business  or  with  the  prior  written  consent  of  HYPD.


                                  ARTICLE  VIII
                             ADDITIONAL  AGREEMENTS

     Access  to  Information
     -----------------------

     (a)     SCS  shall,  and shall cause its officers, directors, employees and
agents  to,  afford  HYPD  complete access at all reasonable times from the date
hereof  to  the  Closing  Date,  to the officers, employees, agents, properties,
books,  records  and  contracts of SCS, and shall furnish to HYPD all financial,
operating  and  other  data  and  information  as  HYPD  may reasonably request.

     (b)     No  investigation  pursuant  to  this  Section 8.1 shall affect any
representations  or  warranties  of  the  parties  contained  herein.

                                  ARTICLE  IX
                                  TERMINATION

     This  Agreement  and the transactions contemplated hereby may be terminated
by  HYPD  at  any  time  prior  to  Closing.

                                  ARTICLE  X
                                  [RESERVED]


                                  ARTICLE  XI
                                 MISCELLANEOUS

     Section  11.1     Notices.   All  notices and other communications provided
                       -------
for  herein  shall  be in writing and shall be deemed to have been duly given if
delivered  personally  or  sent  by registered or certified mail, return receipt
requested,  postage  prepaid,  or  overnight  air  courier guaranteeing next day
delivery:

     (a)  If  to  HYPD:

          Mr.  Kent  Watts,  President
          Hyperdynamics  Corporation
          9700  Bissonnet,  Suite  1700
          Houston,  Texas  77036


<PAGE>
          With  a  copy  to:

          Robert  D.  Axelrod
          Axelrod,  Smith  &  Kirshbaum
          5300  Memorial  Drive,  Suite  700
          Houston,  Texas  77007


    (b)  If to the Stockholder, DJX or Mr. Hamilton, to:

         4438  West  10th  Avenue
         Suite  905
         Van  Couver,  BC  V6R4R8


     All  notices and communications shall be deemed to have been duly given: at
the  time  delivered  by  hand,  if personally delivered; three days after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air  courier  guaranteeing  next  day  delivery.

     If  a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     Section 11.2     Assignment.  Neither this Agreement nor any of the rights,
                      ----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
without  the  prior written consent of the other parties, which consent will not
be  unreasonably  withheld.  This  Agreement  will be binding upon, inure to the
benefit  of  and  be  enforceable  by  the  parties  and their respective heirs,
personal  representatives,  successors  and  assigns.

     Section  11.3     Counterparts.  This  Agreement  may  be  executed  in any
                       ------------
number  of  counterparts, which taken together shall constitute one and the same
instrument  and  each of which shall be considered an original for all purposes.

     Section  11.4     Section Headings.  The section headings contained in this
                       ----------------
Agreement  are for convenient reference only and shall not in any way affect the
meaning  or  interpretation  of  this  Agreement.

     Section  11.5     Entire  Agreement.  This  Agreement,  the documents to be
                       -----------------
executed hereunder and the exhibits and schedules attached hereto constitute the
entire  agreement  among  the  parties  hereto  pertaining to the subject matter
hereof  and  supersede  all  prior  agreements, understandings, negotiations and
discussions,  whether  oral or written, of the parties pertaining to the subject
matter  hereof, and there are no warranties, representations or other agreements
among  the  parties  in  connection  with  the  subject  matter hereof except as
specifically  set  forth  herein  or in documents delivered pursuant hereto.  No
supplement,  amendment,  alteration, modification, waiver or termination of this
Agreement  shall  be  binding  unless executed in writing by the parties hereto.
All  of  the  exhibits  and  schedules  referred to in this Agreement are hereby
incorporated  into  this  Agreement  by  reference and constitute a part of this
Agreement.

     Section  11.6     Validity.  The  invalidity  or  unenforceability  of  any
                       --------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  11.7     Survival.  The  respective  representations,  warranties,
                       --------
covenants  and  agreements set forth in this Agreement shall survive the Closing
for  a  period  of  one  year  from  the  execution  hereof.


<PAGE>
     Section 11.8     Public Announcements.  The parties hereto agree that prior
                      --------------------
to  making any public announcement or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     Section  11.9     Gender.  All  personal  pronouns  used  in this Agreement
                       ------
shall  include  the  other  genders,  whether used in the masculine, feminine or
neuter  gender,  and  the  singular  shall  include  the plural, and vice versa,
whenever  appropriate.

     Section  11.10     Choice of Law.  This Agreement shall be governed by, and
                        -------------
construed  in accordance with, the laws of Texas without regard to principles of
conflict  of  laws.

     Section 11.11     Costs and Expenses.  The parties shall each pay their own
                       ------------------
respective  fees  and  disbursements incurred in connection with this Agreement.

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused this
Agreement  to  be executed effective as of the day and year first above written.


                              Hyperdynamics  Corporation

                              By:  _____________________________________
                                        Kent  Watts,  President



                              DJX  Ltd.,

                              By:  _____________________________________
                                        J.  Hamilton,  President


                              SCS  Corporation

                              By:  _____________________________________
                                        Neil  Moore,  President



                              Mr.  J.  Hamilton

                              (Signed)  ____________________________________


<PAGE>