WARRANT AGREEMENT
                                -----------------

     WARRANT  AGREEMENT  dated  as  of  January  12, 2000, between HYPERDYNAMICS
CORPORATION,  a  Delaware  corporation  (the  "Company"),  and  the  undersigned
purchaser ("Purchaser") of shares of the Company's Series A Preferred Stock (the
"Preferred  Stock").

                                   WITNESSETH:

     WHEREAS, the Company has agreed to issue to Purchaser warrants ("Warrants")
to  purchase  up to 10,000 shares (the "Shares") of common stock of the Company,
$.001  par value per share (the "Common Stock") for each $100,000.00 of Series A
Preferred  Stock  subscribed  for  by  the  Purchaser  pursuant  to that certain
Regulation  D  Subscription Agreement executed by the Company and Purchaser (the
"Subscription  Agreement");  and

     WHEREAS, the Warrants issued pursuant to this Agreement are being issued by
the  Company to Purchaser and/or its designees, in consideration of the purchase
by  Purchaser  of  Shares  of  Preferred  Stock;

     NOW, THEREFORE, in consideration of the premises, the agreements herein set
forth  and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

     1.     GRANT.
            ------

     Purchaser and/or its designees are hereby granted the right to purchase, at
any time from the date of this Agreement until 5:00 P.M., Atlanta, Georgia time,
on  January  6,  2005  (the  "Warrant Exercise Term"), up to 80,000 shares at an
initial  Exercise  Price (subject to adjustment as provided in Article 7 hereof)
of  $5.9125,  being  an  amount equal to the Market Price (as defined in Section
7.1(vi))  measured  from  the  date  of  Closing of the purchase of the Series A
Preferred  Stock  in  accordance  with  the  Subscription  Agreement.

     2.     WARRANT  CERTIFICATES.
            ----------------------

     The  warrant  certificates (the "Warrant Certificates") delivered and to be
delivered  pursuant  to this Agreement shall be in the form set forth as Exhibit
A,  attached  hereto  and  made a part hereof, with such appropriate insertions,
omissions,  substitutions  and other variations as required or permitted by this
Agreement.

     3.     EXERCISE  OF  WARRANTS.
            -----------------------

     The  Exercise  Price  may  be  paid in cash or by check to the order of the
Company,  or any combination of cash or check, subject to adjustment as provided
in  Article 7 hereof. Upon surrender of the Warrant Certificate with the annexed
Form  of  Election  to  Purchase  duly  executed,  together  with payment of the
Exercise  Price  (as  hereinafter  defined)  for  the  Shares  purchased, at the
Company's  executive  offices  (currently located at 2656 South Loop West, Suite
103,  Houston,  TX  77054),  the  registered  holder  of  a  Warrant Certificate
("Holder"  or  "Holders")  shall  be  entitled  to  receive  a  certificate  or
certificates  for  the  Shares  so purchased. The purchase rights represented by


<PAGE>
each  Warrant Certificate are exercisable at the option of the Holder hereof, in
whole  or  in part (but not as to fractional shares of the Common Stock). In the
case  of  the purchase of less than all the Shares purchasable under any Warrant
Certificate,  the  Company  shall  cancel  said  Warrant  Certificate  upon  the
surrender  thereof  and  shall  execute and deliver a new Warrant Certificate of
like  tenor  for  the  balance  of  the  Shares  to  be  purchased  thereunder.

     Notwithstanding anything in this Warrant to the contrary, in no event shall
the  Holder  of  this Warrant be entitled to exercise this Warrant to purchase a
number  of  shares  of  Common  Stock  in excess of the sum of (i) the number of
shares of Common Stock beneficially owned by the Holder and its affiliates prior
to  such  exercise,  and (ii) the number of shares of Common Stock issuable upon
exercise  of  the  Warrants  (or  portions  thereof)  with  respect to which the
determination  described  herein  is  being  made,  would  result  in beneficial
ownership  by the Holder and its affiliates of more than 4.9% of the outstanding
shares  of  Common  Stock.  For  purposes of the immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange  Act  of 1934, as amended, and Regulation 13D-G thereunder.
The opinion of the Holder's legal counsel shall be conclusive in calculating the
Holder's  beneficial  ownership.

     4.     ISSUANCE  OF  CERTIFICATES.
            ---------------------------

     Upon  the exercise of the Warrants in accordance with the terms hereof, the

issuance  of  certificates  for  the  Shares shall be made forthwith (and in any
event  within  five  (5)  business days thereafter) without charge to the Holder
thereof  including,  without limitation, any tax which may be payable in respect
of  the  issuance thereof, and such certificates shall be issued in the name of,
or  in  such names as may be directed by, the Holder thereof, provided, however,
that  the  Company  shall not be required to pay any tax which may be payable in
respect  of  any  transfer  involved  in  the  issuance and delivery of any such
certificates  in  a name other than that of the Holder and the Company shall not
be  required to issue or deliver such certificates unless or until the person or
persons  requesting  the  issuance  thereof  shall  have paid to the Company the
amount of such tax or shall have established to satisfaction of the Company that
such  tax  has  been  paid.

     The Warrant Certificates and the certificates representing the Shares shall
be executed on behalf of the Company by the manual or facsimile signature of the
present or any future Chairman or Vice Chairman of the Board of Directors, Chief
Executive  Officer  or  President  or  Vice  President  of the Company under its
corporate  seal  reproduced  thereon,  attested  to  by  the manual or facsimile
signature  of  the present or any future Secretary or Assistant Secretary of the
Company.  Warrant  Certificates  shall  be  dated  the  date of execution by the
Company  upon  initial  issuance,  division, exchange, substitution or transfer.

     The  Warrant Certificates and, upon exercise of the Warrants, in part or in
whole,  certificates  representing  the Shares shall bear a legend substantially
similar  to  the  following:

     "The  securities  represented by this certificate have not  been registered
     under the  Securities  Act  of 1933, as amended (the "Act"), and may not be
     offered or sold  except (i) pursuant to an effective registration statement
     under the Act, or (ii) upon the delivery by the holder to the Company of an
     opinion  of  counsel.  Reasonably  satisfactory  to counsel  to the issuer,
     stating that an exemption from registration under such Act  is  available."


<PAGE>
     5.     PRICE.
            ------

            5.1.     Initial  and  Adjusted  Exercise  Price.  The  initial
                     ---------------------------------------
Exercise Price of each Warrant shall be $5.9125 per Share. The adjusted Exercise
Price  shall  be the price which shall result from time to time from any and all
adjustments  of  the initial Exercise Price in accordance with the provisions of
Article  7  hereof.

            5.2.     Exercise  Price.  The  term  "Exercise  Price" herein shall
                     ---------------
mean  the  initial Exercise Price or the adjusted Exercise Price, depending upon
the  context.

     6.     REGISTRATION  RIGHTS.
            ---------------------

            6.1.     Not  Registered  Under  the  Securities  Act  of 1933.  The
                     -----------------------------------------------------
Warrants  and  the Shares have not been registered as of the date of issuance of
the  Warrants  under  the  Securities  Act  of  1933,  as  amended  ("the Act").

            6.2.     Registrable  Securities.  As  used  herein  the  term
                     -----------------------
"Registrable  Security" means each of the Warrants, the Shares and any shares of
Common  Stock  issued  upon any stock split or stock dividend in respect of such
Shares;  provided,  however,  that  with  respect  to any particular Registrable
Security, such security shall cease to be a Registrable Security when, as of the
date  of  determination,  (i)  it  has  been  effectively  registered  under the
Securities  Act  and  disposed  of pursuant thereto, (ii) registration under the
Securities  Act  is  no longer required for the immediate public distribution of
such  security  or  (iii) it has ceased to be outstanding. The term "Registrable
Securities"  means any and/or all of the securities falling within the foregoing
definition  of  a  "Registrable  Security."  In  the  event  of  any  merger,
reorganization,  consolidation,  recapitalization  or  other change in corporate
structure  affecting  the  Common  Stock,  such  adjustment shall be made in the
definition  of  "Registrable Security" as is appropriate in order to prevent any
dilution  or  enlargement  of  the  rights  granted  pursuant to this Article 6.

            6.3.     Registration  Rights.  Holders  of  Registrable  Securities
                     --------------------
hereunder  shall  have  the  registration  rights  set  forth  in  that  certain
Registration  Agreement  by  and  among  the  Company  and the purchasers of the
Preferred  Stock.

     7.     ADJUSTMENTS  OF  EXERCISE  PRICE  AND  NUMBER  OF  SHARES.
            ----------------------------------------------------------

            7.1.     Computation  of  Adjusted  Price.  Except  as  hereinafter
                     --------------------------------
provided,  in  case the Company shall at any time after the date hereof issue or
sell  any  shares of Common Stock (other than the issuances or sales referred to
in  Section  7.6  hereof),  including  shares held in the Company's treasury and
shares  of  Common  Stock  issued  upon  the  exercise of any options, rights or
warrants  to  subscribe  for shares of Common Stock (other than the issuances or
sales  of  Common  Stock  pursuant  to rights to subscribe for such Common Stock
distributed  to  all  the  shareholders  of  the Company and Holders of Warrants
pursuant  to  Section  7.8  hereof)  and  shares of Common Stock issued upon the
direct  or  indirect  conversion  or exchange of securities for shares of Common
Stock,  for  a  consideration  per  share less than either the Exercise Price in
effect  immediately  prior to the issuance or sale of such shares or the "Market
Price"  (as  defined  in  Section  7.1 (vi) hereof) per share of Common Stock or
without  consideration,  then forthwith upon such issuance or sale, the Exercise
Price  shall  (until  another  such  issuance  or  sale) be reduced to the price
(calculated  to  the  nearest  full  cent)  equal  to  the  price  determined by


<PAGE>
 multiplying  the Exercise Price in effect immediately prior to such issuance or
sale  by  a  fraction,  the numerator of which shall be the sum of the number of
shares  of  Common  Stock outstanding immediately prior to such issuance or sale
and  the number of shares of Common Stock which the amount of all consideration,
if any, received by the Company upon such issuance or sale would purchase at the
Market  Price,  and  the  denominator  of which shall be the number of shares of
Common  Stock  outstanding  immediately  after  such  issuance  or  sale.

     For the purposes of any computation to be  made  in  accordance  with  this
Section  7.1,  the  following  provisions  shall  be  applicable:

          (i)     In  case  of  the  issuance  or sale of shares of Common Stock
after  the date of this Agreement for a consideration part or all of which shall
be cash, the amount of the cash consideration therefor shall be deemed to be the
amount  of cash received by the Company for such shares (or, if shares of Common
Stock  are  offered by the Company for subscription, the subscription price, or,
if  such securities shall be sold to underwriters or dealers for public offering
without  a  subscription  offering,  the  initial  public offering price) before
deducting  therefrom  any  compensation  paid  or  discount allowed in the sale,
underwriting or purchase thereof by underwriters or dealers or others performing
similar  services,  or  any  expenses  incurred  in  connection  therewith.

          (ii)     In case of the issuance pr sale (otherwise than as a dividend
or other distribution on any stock of the Company) of shares of Common Stock for
a consideration part or all of which shall be other than cash, the amount of the
consideration  therefor  other than cash shall be deemed to be the value of such
consideration  as  determined  in  good  faith  by the Board of Directors of the
Company.

          (iii)     Shares  of Common Stock issuable by way of dividend or other
distribution  on  any  stock  of the Company shall be deemed to have been issued
immediately  after  the opening of business on the day following the record date
for the determination of shareholders entitled to receive such dividend or other
distribution  and  shall  be  deemed  to have been issued without consideration.

          (iv)     The  reclassification of securities of the Company other than
shares of Common Stock into securities including shares of Common Stock shall be
deemed  to  involve  the  issuance  of  such  shares  of  Common  Stock  for  a
consideration  other than cash immediately prior to the close of business on the
date  fixed  for  the determination of security holders entitled to receive such
shares,  and  the  value of the consideration allocable to such shares of Common
Stock  shall  be determined as provided in subsection (iii) of this Section 7.1.

          (v)     The  number  of  shares  of  Common  Stock  at  any  one  time
outstanding shall include the aggregate number of shares issued or issuable upon
the exercise of options, rights, warrants and upon the conversion or exchange of
convertible  or  exchangeable  securities.

          (vi)     As  used herein, the phrase "Market Price," at any date shall
be  determined using the previous five day average closing bid price for the day
or,  where no sale is made on that day, the average of the closing bid and asked
prices  for that day on the Nasdaq Stock Market or the OTC Bulletin Board if the
securities  are at the time listed or quoted thereon, respectively, or, if it is
not  so  listed or quoted, on any other national securities exchange selected by
the  Company  on  which  it  is  at  the  time  listed.  If  at  the


<PAGE>
applicable  time  the  Common  Stock  is  quoted  on the OTC Bulletin Board, the
foregoing  calculations  shall be based on a Trade and Quote Summary Report from
the  OTC  Bulletin Board Research Service if available, and if not, on any other
publicly  available  data  reasonably  deemed  reliable  by  the  Company.

            7.2.     Options. Rights.  Warrants and Convertible and Exchangeable
                     -----------------------------------------------------------
Securities.  Except  in  the case of the Company issuing rights to subscribe for
----------
shares  of  Common  Stock distributed to all the shareholders of the Company and
Holders  of Warrants pursuant to Section 7.8 hereof, if the Company shall at any
time  after  the  date hereof issue options, rights or warrants to subscribe for
shares of Common Stock, or issue any securities convertible into or exchangeable
for  shares of Common Stock, (i) for a consideration per share less than (a) the
Exercise  Price  in  effect  immediately  prior to the issuance of such options,
rights  or  warrants, or such convertible or exchangeable securities, or (b) the
Market  Price,  or (ii) without consideration, then the Exercise Price in effect
immediately  prior  to the issuance of such options, rights or warrants, or such
convertible  or exchangeable securities, as the case may be, shall be reduced to
a  price determined by making a computation in accordance with the provisions of
Section  7.1  hereof,  provided  that:

                     (a)     The  aggregate  maximum  number of shares of Common
Stock, as the case may be, issuable under all the outstanding options, rights or
warrants shall be deemed  to  be  issued  and outstanding at the  time  all  the
outstanding options, rights  or  warrants  were  issued, and for a consideration
equal to the minimum purchase price per  share  provided  for  in  the  options,
rights or warrants at the time of issuance, plus the  consideration  (determined
in the same manner as consideration  received on the  issue or sale of shares in
accordance with the terms  of the Warrants), if any, received by the Company for
the options, rights or  warrants,  and  if  no  minimum price is provided in the
options, rights or warrants, then the consideration  shall  be  equal  to  zero;
provided, however, that upon the expiration or other termination of the options,
rights or warrants, if any  thereof shall not have been exercised, the number of
shares of Common Stock deemed to be issued  and  outstanding  pursuant  to  this
subsection (a) (and for the purposes  of  subsection (v) of Section  7.1 hereof)
shall be reduced by such number  of shares as to which options, warrants  and/or
rights shall have expired or  terminated  unexercised, and such number of shares
shall no longer be deemed to  be  issued and outstanding, and the Exercise Price
then in effect shall forthwith be readjusted and thereafter be the  price  which
it would have been had adjustment been made on the basis of the issuance only of
shares actually issued or issuable upon the exercise of those options, rights or
warrants as to which the exercise rights shall not have  expired  or  terminated
unexercised.

                     (b)     The  aggregate maximum  number  of shares of Common
Stock issuable upon  conversion or exchange of any convertible  or  exchangeable
securities shall be  deemed  to  be  issued  and  outstanding  at  the  time  of
issuance of such securities,  and for a consideration equal to the consideration
(determined in the  same  manner  as consideration received on the issue or sale
of shares of Common Stock in accordance with the terms of the Warrants) received
by the Company  for such securities, plus the  minimum  consideration,  if  any,
receivable by  the Company upon the conversion or  exchange  thereof;  provided,
however, that upon  the  termination  of  the right to convert or exchange  such
convertible or exchangeable  securities  (whether  by  reason  of redemption  or
otherwise), the number of shares deemed to be issued and outstanding pursuant to
this  subsection (b) (and  for  the  purpose  of  subsection  (v) of Section 7.1
hereof) shall be reduced by such number of  shares  as  to which  the conversion
or  exchange  rights  shall  have  expired or temiinated  unexercised,  and such
number of shares shall no longer be deemed to be  issued and outstanding and the
Exercise Price then in effect shall forthwith be  readjusted  and  thereafter be
the  price  which  it  would  have been had adjustment  been  made  on the basis
of the issuance only  of  the  shares  actually  issued  or  issuable  upon  the
conversion  or exchange  of  those convertible or exchangeable  securities as to
which the conversion or exchange  rights shall not have  expired  or  terminated
unexercised.


<PAGE>
                     (c)     If  any change shall occur in the price  per  share
provided for in any of the options, rights or warrants referred to in subsection
(a) of this Section  7.2,  or  in the price per share at  which  the  securities
referred  to  in  subsection  (b)  of  this  Section  7.2  are  convertible  or
exchangeable, the options, rights  or warrants or conversion or exchange rights,
as the case may be, shall be  deemed  to  have expired or terminated on the date
when such price change became  effective  in  respect  of shares not theretofore
issued pursuant to the exercise  or  conversion or  exchange  thereof,  and  the
Company shall be deemed to have  issued  upon  such  date new options, rights or
warrants or convertible or exchangeable  securities  at the new price in respect
of the number of shares issuable upon the exercise of such  options,  rights  or
warrants or the conversion or  exchange  of  such  convertible  or  exchangeable
securities.

          7.3.     Subdivision and Combination. In case the Company shall at any
                   ---------------------------
time  subdivide  or combine the outstanding shares of Common Stock, the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased  in  the  case  of  combination.

          7.4.     Adiustment  in  Number of Shares. Upon each adjustment of the
                   --------------------------------
Exercise  Price  pursuant  to  the  provisions  of this Article 7, the number of
Shares  issuable  upon  the  exercise  of  each Warrant shall be adjusted to the
nearest full Share by multiplying a number equal to the Exercise Price in effect
immediately  prior  to  such  adjustment  by  the number of Shares issuable upon
exercise  of  the Warrants immediately prior to such adjustment and dividing the
product  so  obtained  by  the  adjusted  Exercise  Price.

          7.5.     Reclassification,  Consolidation. Merger. etc. In case of any
                   ---------------------------------------------
reclassification or change of the outstanding shares of Common Stock (other than
a  change in par value to no par value, or from no par value to par value, or as
a  result  of a subdivision or combination), or in the case of any consolidation
of  the  Company with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and  which  does not result in any reclassification or change of the outstanding
shares  of  Common  Stock,  except  a  change  as  a  result of a subdivision or
combination  of  such  shares or a change in par value, as aforesaid), or in the
case  of  a  sale  or  conveyance  to another corporation of the property of the
Company  as an entirety, the Holders shall thereafter have the right to purchase
the  kind  and  number  of  shares  of  stock  and other securities and property
receivable  upon  such  reclassification, change, consolidation, merger, sale or
conveyance  as  if  the  Holders  were  the owners of the shares of Common Stock
underlying  the  Warrants inmiediately prior to any such events at a price equal
to  the  product  of  (x)  the  number  of  shares issuable upon exercise of the
Warrants  and  (y)  the Exercise Price in effect immediately prior to the record
date  for  such  reclassification,  change,  consolidation,  merger,  sale  or
conveyance  as  if  such  Holders  had  exercised  the  Warrants.


<PAGE>
          7.6.     NoAdjustment  of  Exercise  Price  in  Certain  Cases.  No
                   -----------------------------------------------------
adjustment of the  Exercise  Price  shall  be  made:

                  (a)     Upon  the  issuance or sale of shares of Common Stock
upon the exercise  of  the  Warrants;  or

                  (b)     Upon  (i)  the issuance by the Company of  any  shares
of Common Stock pursuant to the conversion of shares  of  the  Preferred  Stock,
(II) the issuance  of  options pursuant to the Company's  employee  stock option
plans in effect on the date hereof  or subsequently adopted or  the  issuance or
sale by the Company of any shares of Common Stock pursuant to  the  exercise  of
any such options, or (iii) the issuance or sale by the Company of any shares  of
Common Stock pursuant to the exercise of  any  options  or  warrants  previously
issued  and  outstanding  on  the  date  hereof;  or

                  (C)     Upon the issuance of  shares of Common  Stock pursuant
to contractual  obligations  existing  on  the  date  hereof;

                  (d)     If  the  amount of said adjustment shall be  less than
ten cents ($.10) per  Share, provided however, that in  such case any adjustment
that would otherwise be required then to be made shall be  carried  forward  and
shall be made at  the time of and together with the next  subsequent  adjustment
which, together with  any  adjustment  so  carried  forward,  shall amount to at
least ten cents ($.10)  per  Share;  or

                  (e)     The sale or issuance of shares of Common Stock if such
Common Stock  constitutes  "restricted  securities" under Rule 144 of  the  Act,
Provided that  such  shares are sold for a consideration per share at  least  as
great as the initial Exercise Price.

          7.7.     Dividends and Other Distributions with Respect to Outstanding
                   -------------------------------------------------------------
Securities.  In  the  event  that  the  Company  shall  at any time prior to the
----------
exercise  of  all  Warrants declare a dividend (other than a dividend consisting
solely  of shares of Common Stock or a cash dividend or distribution payable out
of current or retained earnings) or otherwise distribute to its shareholders any
monies,  assets,  property, rights, evidences of indebtedness, securities (other
than shares of Common Stock), whether issued by the Company or by another person
or entity, or any other thing of value, the Holder or Holders of the unexercised
Warrants shall thereafter be entitled, in addition to the shares of Common Stock
or  other  securities receivable upon the exercise thereof, to receive, upon the
exercise  of such Warrants, the same monies, property, assets, rights, evidences
of  indebtedness,  securities  or  any other thing of value that they would have
been  entitled  to  receive at the time of such dividend or distribution. At the
time  of  any  such dividend or distribution, the Company shall make appropriate
reserves  to  ensure the timely performance of the provisions of this Subsection
7.7.

          7.8.     Subscription  Rights  for  Shares  of  Common  Stock or Other
                   -------------------------------------------------------------
Securities.  In the case the Company or an affiliate of the Company shall at any
----------
time  after  the date hereof and prior to the exercise of all the Warrants issue
any  rights  to  subscribe for shares of Common Stock or any other securities of
the  Company  or  of  such affiliate to all the shareholders of the Company, the
Holders of the unexercised Warrants shall be entitled, in addition to the shares
of  Common  Stock  or any other securities of the Company or of such  affilitate
to all the shareholders of the Company, the holders of the unexericised Warrants
shall be entitled, in addition to the shares of common stock or other securities
receivable upon the exercise of the  Warrants, to receive  such  rights  at  the
time  such  rights  are distributed to the other shareholders  of  the  Company.


<PAGE>
     8.     EXCHANGE  AND  REPLACEMENT  OF  WARRANT  CERTIFICATES.
            ------------------------------------------------------

     Each  Warrant  Certificate  is  exchangeable  without  expense,  upon  the
surrender  hereof  by the registered Holder at the principal executive office of
the  Company,  for a new Warrant Certificate of like tenor and date representing
in  the  aggregate  the  right  to  purchase  the  same number of Shares in such
denominations  as  shall be designated by the Holder thereof at the time of such
surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft, destruction or mutilation of any Warrant Certificate, and, in
case  of  loss,  theft  or  destruction,  of  indemnity  or  security reasonably
satisfactory  to it, and reimbursement to the Company of all reasonable expenses
incidental  thereto,  and  upon  surrender  and cancellation of the Warrants, if
mutilated,  the  Company will make and deliver a new Warrant Certificate of like
tenor,  in  lieu  thereof.

     9.     ELIMINATION  OF  FRACTIONAL  INTERESTS.
            --------------------------------------

     The  Company  shall  not  be  required  to  issue certificates representing
fractions  of shares of Common Stock and shall not be required to issue scrip or
pay  cash  in  lieu  of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the  nearest  whole  number  of  shares  of  Common  Stock.

     10.     RESERVATION  OF  SECURITIES.
             ----------------------------

     The  Company  shall  at  all  times  reserve  and keep available out of its
authorized  shares  of Common Stock, solely for the purpose of issuance upon the
exercise  of  the  Warrants,  such  number of shares of Common Stock as shall be
issuable  upon the exercise thereof. The Company covenants and agrees that, upon
exercise  of the Warrants and payment of the Exercise Price therefor, all shares

of  Common  Stock  issuable upon such exercise shall be duly and validly issued,
fully  paid,  non-  assessable  and  not subject to the preemptive rights of any
shareholder.

     11.     NOTICES  TO  WARRANT  HOLDERS.
             ------------------------------

     Nothing  contained  in this Agreement shall be construed as conferring upon
the  Holder or Holders the right to vote or to consent or to receive notice as a
shareholder  in  respect  of  any  meetings  of shareholders for the election of
directors  or  any  other  matter,  or  as  having  any  rights  whatsoever as a
shareholder  of the Company. If, however, at any time prior to the expiration of
the  Warrants  and  their  exercise,  any  of  the following events shall occur:

                     (a)     the Company shall take a record of  the  holders of
its shares  of  Common Stock  for the  purpose  of entitling  them  to receive a
dividend or distribution payable otherwise than in  cash,  or a cash dividend or
distribution  payable  otherwise  than  out  of current or retained earnings, as
indicated  by  the  accounting treatment of such dividend or distribution on the
books  of  the  Company;  or


<PAGE>
                     (b)     the  Company shall offer to all the holders of  its
Common Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company,  or
any option, right or  warrant  to  subscribe  therefor;  or

                     (c)     a dissolution, liquidation or  winding  up  of  the
Company (other than in connection with  a consolidation or merger) or a  sale of
all or substantially  all  of its property, assets and business as  an  entirely
shall be proposed; then,  in  any one or more of said events, the Company  shall
give written notice to  the Holders of such event at  least  fifteen  (15)  days
prior to the date fixed as a record date or the date  of  closing  the  transfer
books for the determination of  the  shareholders  entitled  to  such  dividend,
distribution,  convertible  or  exchangeable  securities or subscription rights,
options  or  warrants,  or  entitled to  vote  on  such  proposed  dissolution,
liquidation, winding up or sale. Such notice shall specify such record  date  or
the date of closing the transfer books, as  the case may  be.  Failure  to  give
such notice or any defect therein shall not affect  the  validity  of any action
taken in connection with the declaration or payment  of  any  such  dividend  or
distribution, or the issuance of any convertible or  exchangeable  securities or
subscription  rights,  options  or  warrants,  or  any  proposed  dissolution,
liquidation,  winding  up  or  sale.

     12.     NOTICES.
             --------

     All notices, requests, consents and other communications hereunder shall be
in  writing  and  shall  be deemed to have been duly made when delivered, or two
days  after  it  is  mailed  by  registered  or  certified  mail, return receipt
requested:

                     (a)     If  to  a registered Holder of the Warrants, to the
address of such  Holder  as  shown  on  the  books  of  the  Company;  or

                     (b)     If  to  the  Company,  to the  address set forth in
Section 3 of this Agreement  or  to  such  other  address  as  the  Company  may
designate by notice to  the  Holders.

     13.     SUPPLEMENTS  AND  AMENDMENTS.
             -----------------------------

     The  Company  and  Purchaser may from time to time supplement or amend this
Agreement  without  the approval of any Holders of Warrant Certificates in order
to  cure  any ambiguity, to correct or supplement any provision contained herein
which  may  be  defective or inconsistent with any provisions herein, or to make
any  other  provisions in regard to matters or questions arising hereunder which
the  Company and Purchaser may deem necessary or desirable and which the Company
and  Purchaser  deem  not  to  adversely  affect the interests of the Holders of
Warrant  Certificates.

     14.     SUCCESSORS.
             -----------

     All the covenants and provisions of this Agreement by or for the benefit of
the  Company and the Holders inure to the benefit of their respective successors
and  assigns  hereunder.


<PAGE>
     15.     TERMINATION.
             ------------

     This Agreement shall terminate at the close of business on January 6, 2005.
Notwithstanding the foregoing, this Agreement will terminate on any earlier date
when  all Warrants have been exercised and all the Shares issuable upon exercise

of  the  Warrants  have  been  resold to the public; provided, however, that the
provisions  of  Article  6  shall  survive  such  termination until the close of
business  on  January  6,  2005.

     16.     GOVERNING  LAW.
             ---------------

     This  Agreement  and  each  Warrant  Certificate  issued hereunder shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes  shall  be  construed  in  accordance  with  the  laws  of  said State.

     17.  BENEFITS  OF  THIS  AGREEMENT.
          ------------------------------

     Nothing  in  this  Agreement  shall  be  construed to give to any person or
corporation other than the Company and Purchaser and any other registered holder
or  holders  of  the  Warrant  Certificates, Warrants or the Shares any legal or
equitable  right, remedy or claim und~r this Agreement; and this Agreement shall
be  for  the  sole and exclusive benefit of the Compan~' and any other holder or
holders  of  the  Warrant  Certificates,  Warrants  or  the  Shares.

     18.  LIMITED  TRANSFERABILITY.
          -------------------------

     The  Warrants shall be transferable or assignable by Purchaser, in whole or
in part, only (i) to any successor firm or corporation of Purchaser, (ii) to any
of  the directors, officers, employees, attorneys, consultants, partners, agents
or  subsidiaries of Purchaser or of any such successor firm or (iii) in the case
of  an  individual, pursuant to such individual's last will and testament or the
laws  of  descent and distribution and is so transferable only upon the books of
the  Company  which it shall cause to be maintained for the purpose. The Company
may  treat  the  registered  holder  of  the Warrants as he or it appears on the
Company's  books  at  any time as the Holder for all purposes. The Company shall
permit  any  holder  of  a  Warrant or his duly authorized attorney, upon wntten
request  during  ordinary  business  hours, to inspect and copy or make extracts
from  its  books  showing  the  registered  holders  of  the  Warrants.

     19.  COUNTERPARTS.
          -------------

     This  Agreement  may  be executed in any number of counterparts and each of
such  counterparts  shall for all purposes be deemed to be an original, and such
counterparts  shall  together  constitute  but  one  and  the  same  instrument.

(CONTINUED  ON  FOLLOWING  PAGE)


<PAGE>
     1N  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed,  as  of  the  day  and  year  first  above  written.

                                                    HYPERDYNAMICS  CORPORATION

                                                    By:   /s/  KENT  P.  WATTS
                                                          ----------------------
                                                    Name: KENT  P.  WATTS
                                                          ----------------------
                                                    Title:PRESIDENT
                                                           ---------------------
Attest:  /s/  Robert  J.  Hill
         ---------------------
Name:    Robert  J.  Hill
         ---------------------
Title:   VICE  PRESIDENT
        ----------------------

                                                    PURCHASER:

                                                    CACHE CAPITAL USA L.P.

                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------


Attest:
       ---------------------
Name:
     -----------------------
Title:
      ----------------------


<PAGE>
     1N  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed,  as  of  the  day  and  year  first  above  written.

                                                    HYPERDYNAMICS CORPORATION

                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------


Attest:
       ---------------------
Name:
     -----------------------
Title:
      ----------------------

                                                    PURCHASER:
                                                    Cache  Capital  USA  L.P.
                                                    ---------------------------
                                                    By:  /s/Joseph  C.  Carouse
                                                       ------------------------
                                                    Name: Joseph  C.  Carouse
                                                          ---------------------
                                                    Title: Investment  Manager
                                                           --------------------

Attest:
       ---------------------
Name:
     -----------------------
Title:
      ----------------------


<PAGE>
                                    EXHIBIT A
                                    ---------

      THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE  UPON  EXERCISE  THEREOF  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE  "ACT"),  AND  MAY  NOT BE OFFERED
OR  SOLD  EXCEPT  (i)  PURSUANT  TO  AN  EFFECTIVE  REGISTRATION  STATEMENT
UNDER  THE  ACT,  (ii)  TO  THE  EXTENT  APPLICABLE,  PURSUANT TO RULE 144 UNDER
SUCH  ACT  (OR  ANY  SIMILAR  RULE  UNDER  SUCH  ACT  RELATING  TO  THE
DISPOSITION  OF  SECURITIES),  OR  (iii)  UPON THE DELIVERY BY THE HOLDER TO THE
COMPANY  OF  AN  OPINION  OF  COUNSEL,  REASONABLY  SATISFACTORY  TO
COUNSEL  FOR  THE  ISSUER,  STATING  THAT  AN  EXEMPTION  FROM  REGISTRATION

UNDER  SUCH  ACT  IS  AVAILABLE.

THE  TRANSFER  OR  EXCHANGE  OF  THE  WARRANTS  REPRESENTED  BY  THIS
CERTIFICATE  IS  RESTRICTED  IN  ACCORDANCE  WITH  THE  WARRANT  AGREEMENT
REFERRED  TO  HEREIN.

                            EXERCISABLE ON OR BEFORE
                5:00 P.M., AThANTA, GEORGIA TIME, JANUARY 6,2005
No.A-l                                                            _____ Warrants


                               WARRANT CERTIFICATE

     This  Warrant  Certificate  certifies  that  _______________________ is the
registered  holder  of  _________  Warrants to purchase, at any time from , 2000
until 5:00 P.M. Atlanta, Georgia time on January 6, 2005 ("Expiration Date"), up
to  _________  shares  ("Shares") of fully-paid and non-assessable common stock,
$.00l  par  value  ("Common  Stock"),  of  Hyperdynamics Corporation, a Delaware
corporation  (the  "Company"),  at  the  initial  exercise  price,  subject  to
adjustment  in  certain  events (the "Exercise Price"), of $_____ per Share upon
surrender  of  this  Warrant Certificate and payment of the Exercise Price at an
office  or agency of the Company, but subject to the conditions set forth herein
and  in  the warrant agreement dated as of ________ ____ between the Company and
____________________  (the  "Warrant  Agreement"). Payment of the Exercise Price
may be made in cash, or by certified or official bank check in New York Clearing
House  funds  payable to the order of the Company, or any combination of cash or
check.

     No  Warrant may be exercised after 5:00 P.M., Atlanta, Georgia time, on the
Expiration  Date,  at which time all Warrants evidenced hereby, unless exercised
prior  thereto,  shall  thereafter  be  void.

     The  Warrants  evidenced  by  this  Warrant  Certificate are part of a duly
authorized  issue  of  Warrants  issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument  and is hereby referred to in a description of the rights, limitation
of  rights,  obligations,  duties  and  immunities  thereunder  of  the


<PAGE>
Company  and the holders (the words "holders" or "holder" meaning the registered
holders  or  registered  holder)  of  the  Warrants.

     The  Warrant Agreement provides that upon the occurrence of certain events,
the  Exercise Price and/or number of the Company's securities issuable thereupon
may,  subject  to  certain  conditions,  be adjusted. In such event, the Company
will,  at the, request of the holder, issue a new Warrant Certificate evidencing
the  adjustment  in  the Exercise Price and the number and/or type of securities
issuable  upon the exercise of the Warrants; provided, however, that the failure
of  the  Company  to  issue  such  new Warrant Certificates shall not in any way
change, alter, or otherwise impair, the rights of the holder as set forth in the
Warrant  Agreement.

     Upon  due  presentment  for  registration  of  transfer  of  this  Warrant
Certificate  at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of  Warrants  shall  be  issued to the transferees) in exchange for this Warrant
Certificate,  subject  to  the  limitations  provided  herein and in the Warrant
Agreement,  without  any charge except for any tax, or other governmental charge
imposed  in  connection  therewith.

     Upon  the  exercise  of  less  than  all  of the Warrants evidenced by this
Certificate,  the  Company  shall  forthwith  issue  to  the holder hereof a new
Warrant  Certificate  representing  such  number  of  unexercised  Warrants.

     The  Company  may  deem  and  treat  the registered holder(s) hereof as the
absolute  owner(s)  of this Warrant Certificate (notwithstanding any notation of
ownership  or  other  writing  hereon  made  by  anyone), for the purpose of any
exercise  hereof,  and  of any distribution to the holder(s) hereof, and for all
other  purposes,  and  the  Company  shall  not be affected by any notice to the
contrary.

     All terms used in this Warrant Certificate which are defined in the Warrant
Agreement  shall  have  the  meanings assigned to them in the Warrant Agreement.

     IN  WITNESS  WHEREOF, the Company has caused this Warrant Certificate to be
duly  executed  under  its  corporate  seal.

Dated:                                                HYPERDYNAMICS  CORPORATION
      ----------------------
                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------


Attest:
       ---------------------
Name:
     -----------------------
Title:
      ----------------------


<PAGE>
                         [FORM OF ELECTION TO PURCHASE]

     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right,
represented  by  this  Warrant  Certificate,  to purchase ___________ Shares and
herewith tenders in payment for such Shares cash or a certified or official bank
cheek  payable  to  the  order  of ______________________________  in the amount
of  $ _________ all  in  accordance  with  the  terms  hereof.  The  undersigned
requests  that  a  certificate  for  such  Shares  be  registered  in  the
name  of __________________________________________________,  whose  address  is
_________________________________________________________________and  that  such
Certificate be delivered to __________________________________, whose address is

Dated: _________________________         Signature: ____________________________

                                         (Signature must conform in all respects
                                         to name  of  holder as specified on the
                                         face  of the Warrant Certificate.)

------------------------------

------------------------------
(Insert Social Security or
Other Identifying Number of
Holder)


<PAGE>
                              [FORM OF ASSIGNMENT]


             (To be executed by the registered holder if such holder
                  desires to transfer the Warrant Certificate.)

FOR  VALUE  RECEIVED  _______________________________  hereby
sells, assigns and transfers unto_______________________________________________
                                   (Please print name and address of transferee)

this  Warrant  Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ____________________________,
Attorney,  to  transfer  the  within  Warrant Certificate on the  books  of  the
within-named  Company,  with full power of substitution.

Dated: _________________________         Signature: ____________________________

                                         (Signature must conform in all respects
                                         to name  of  holder as specified on the
                                         face  of the Warrant Certificate.)

------------------------------

------------------------------
(Insert Social Security or
Other Identifying Number of
Holder)


<PAGE>