REGISTRATION RIGHTS AGREEMENT


     THIS  REGISTRATION  RIGHTS  AGREEMENT  ("Agreement")  is entered into as of
January  12,  2000,  by  and  between  Hyperdynamics  Corporation,  a  Delaware
corporation  (the  "Company"),  the  subscribers  (hereinafter  referred  to  as
"Subscribers"  OR  "INVESTORS")  and  the  Placement  Agent  (as  defined in the
Subscription  Agreement)  to  the  Company's offering ("Offering") of up to Five
Thousand  (5,000) shares of Series A Convertible Preferred Stock (the "Preferred
Stock"),  warrants  to  purchase  up  to  500,000 shares of the Company's Common
Stock,  as well as the warrants to purchase shares of Common Stock issued to the

Placement  Agent  (collectively  referred  to as the "Warrants") pursuant to the
Regulation  1)  Securities  Subscription  Agreements between the Company and the
Subscribers (the "Subscription Agreements"), the terms of which are incorporated
herein  and  made  a  part  hereof.

          1.     DEFINITIONS.  For  purposes  of  this  Agreement:
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          (a)     The  terms  "register", "registered," and "registration" refer
to  a  registration effected by preparing and filing a registration statement or
similar  document  in compliance with the Securities Act of 1933 (the "Act") and
pursuant to Rule 411 under the Act or any successor rule, and the declaration or
ordering  of  effectiveness  of  such  registration  statement  or  document;

          (b)     For  purposes  of  the  Required  Registration under Section 2
hereof,  the  term  "Registrable  Securities"  means

                  (i)  the  shares  of the Company's Common Stock into which the
shares of Series A Preferred  Stock (the "Preferred Stock") sold in the Offering
(as defined  in  the  Subscription  Agreement)  may  be  converted;

                  (ii)  the  Common  Stock  to  be  issued  upon exercise of the
Warrants issued  in  the  Offering;

                  (iii)  the  Common Stock issued to, and the Common Stock to be
issued upon  exercise  of  the  Warrants  issued  to, the Placement Agent in the
Offering; and

                  (iv)  any  capital stock issued in replacement of, in exchange
for or otherwise  in  respect  of  such  Common  Stock.

          (c)     The  number  of  shares  of  "Registrable  Securities  then
outstanding"  shall include the number of shares of Common Stock which have been
issued  or  are issuable upon conversion of the Preferred Stock and the exercise
of  the  Warrants  at  the  time  of  such  determination;

          (d)     The  term "Holder" means any person owning or having the right
to  acquire  Registrable  Securities  or  any  permitted  assignee  thereof;


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          (e)     The  terms  "Offering"  and  "Closing" shall have the meanings
ascribed to  them  in  the  Subscription  Agreement.

          2.     REQUIRED  REGISTRATION.
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          (a)     Within forty-five (45) days after the Closing of the Offering,
the  Company  shall  file a registration statement ("Registration Statement") on
Form  S-3  (or  other  suitable  form),  with the SEC covering the resale of all
shares  of  Registrable  Securities  then  outstanding.

          (b)     If the Registration Statement is not filed with the SEC within
forty-five  (45)  days  after the Closing of the Offering, the Company shall pay
each  Investor  an amount equal to three percent (3%) per month of the aggregate
amount of Preferred Stock purchased by such Investor in the Offering, compounded
monthly  and  accruing daily, until the Registration Statement is filed with the
SEC,  payable  in  cash or in common stock at the sole discretion of the Holder,
which common stock shall also be deemed "Registrable Securities" for the purpose
of  this  Agreement.

          (c)     The  Company  shall  use  its  best  efforts  to  have  the
Registration  Statement  declared  effective  by  the  SEC.

          (d)     If the Registration Statement is not declared effective by the
SEC,  or  otherwise  becomes  effective  within  the  meaning  of  the Rules and
regulations  of the SEC. within one hundred forty-five (145) calendar days after
the  Closing  of  the  Offering,  then  the  Company  shall  on the one- hundred
forty-sixth  day  after  the Closing of the Offering pay each Investor an amount
equal  to  two percent (2%) of the aggregate amount of Preferred Stock purchased
by such Investor in the Offering, payable in cash or in common stock at the sole
discretion  of  the Holder, which common stock shall also be deemed "Registrable
Securities"  for  the purpose of this Agreement. On every thirtieth calendar day
thereafter  until  the  Registration Statement becomes or is declared effective,
the  Company  shall  pay each Investor an additional amount equal to two percent
(2%)  of  the  aggregate amount of Preferred Stock purchased by such Investor in
the  Offering,  payable in cash or in common stock at the sole discretion of the
Holder, which common stock shall also be deemed "Registrable Securities" for the
purpose  of  this  Agreement.  Notwithstanding  anything to the contrary in this
Agreement, no additional payments shall become due under this Section 2(d) after
the  three-hundred  sixty-fifth  (365~)  day  after the Closing of the Offering.

          3.     LIMITATION ON OBLIGATIONS TO REGISTER. Notwithstanding anything
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to  the  contrary  herein,  the  Company  shall  have the right (i) to defer the
initial  filing or request for acceleration of effectiveness of the Registration
Statement  or  (ii)  after  effectiveness,  to  suspend  effectiveness  of  such

registration statement, if, in the good faith judgment of the board of directors
of  the  Company  and  upon  the advice of counsel to the Company, such delay in
filing  or  requesting  acceleration  of  effectiveness  or  such  suspension of
effectiveness is necessary in light of (i) the requirement by any underwriter in
a  public offering by the Company that such Registration Statement be delayed or
suspended or (ii) the existence of material non-public information (financial or
otherwise)  concerning  the  Company, disclosure of which at the time is not, in
the opinion of the board of directors of the Company upon the advice of counsel,
(A)  otherwise  required  and  (B)  in  the  best  interests  of  the  Company.


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          4.     OBLIGATIONS TO INCREASE THE NUMBER OF AVAILABLE SHARES. In the
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event that  the  number  of  shares  available  under  a  registration statement
filed pursuant to Section 2 is insufficient to  cover  all  of  the  Registrable
Securities  then  outstanding,  the  Company  shall  amend  that  registration
statement, or file a new  registration  statement,  or both, so as to cover  all
shares of Registrable Securities  then  outstanding.  The  Company  shall effect
such amendment or new registration within  sixty  (60)  days  of  the  date  the
registration statement filed under Section 2 is insufficient to  cover  all  the
shares  of Registrable Securities  then  outstanding. Any Registration Statement
filed hereunder shall, to the extent permissible by the Rules of the  Securities
and Exchange Commission  ("SEC"),  state  that,  in  accordance  with  Rule  416
under  the  Act,  such Registration  Statement  also  covers  such indeterminate
numbers of additional shares  of  Common  Stock  as  may  become  issuable  upon
conversion of the Preferred  Stock  or  exercise  of  the  Warrants  to  prevent
dilution resulting from stock changes  or by reason of changes in the conversion
price in accordance with the terms  thereof.

          5.     OBLIGATIONS  OF  THE  COMPANY.  Whenever  required  under  this
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Agreement  to effect the registration of any Registrable Securities, the Company
shall,  as  expeditiously  as  reasonably  possible:

          (a)     Prepare  and  file  with the SEC such exhibits, amendments and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as  may  be  necessary  to  comply with the
provisions  of the Act with respect to the disposition of all securities covered
by  such  registration  statement.

          (b)     With  respect  to any Registration Statement filed pursuant to
this  Agreement, keep such registration statement effective until the earlier of
(i) the Holders of Registrable Securities covered by such registration statement
have completed the distribution described in the registration statement; or (ii)
twenty-four  (24)  months  after  the  effective  date  of  registration.

          (c)     Furnish to the Holders such numbers of copies of a prospectus,
including  a  preliminary prospectus, in conformity with the requirements of the
Act,  and  such  other  documents  as  they  may  reasonably request in order to
facilitate  the  disposition  of  Registrable  Securities  owned  by  them.

          (d)     Use  its  best  efforts to register and qualify the securities
covered  by  such registration statement under such other securities or Blue Sky
laws  of  such  jurisdictions as shall be reasonably requested by the Holders of
the Registrable Securities covered by such registration statement, provided that
the  Company  shall  not  be  required in connection therewith or as a condition
thereto  to  qualify  to  do business or to file a general consent to service of
process  in  any  such  states  or  jurisdictions.

          (e)     In  the  event of any underwritten public offering, enter into
and  perform  its  obligations  under  an  underwriting  agreement, in usual and
customary  form,  with  the  managing  underwriter of such offering. Each Holder
participating  in  such  underwriting  shall  also  enter  into  and perform its
obligations  under  such  an  agreement.


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          (f)     Notify each Holder of Registrable Securities  covered  by such
registration  statement  at  any  time  when  a  prospectus  relating thereto is
required to be delivered under the Act of the happening of any event as a result
of  which  the  prospectus  included  in such registration statement, as then in
effect,  includes  an  untrue  statement  of  material  fact or omits to state a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading  in  light  of  the  circumstances  then  existing.

          (g)     Furnish,  at the request of any Holder requesting registration
of  Registrable  Securities  pursuant  to  this Agreement, on the date that such
Registrable  Securities are delivered to the underwriters for sale in connection
with  a  registration  pursuant  to this Agreement, if such securities are being
sold  through  underwriters,  (1)  an  opinion,  dated such date, of the outside
counsel of recognized standing (or reasonably acceptable to Holder) representing
the  Company  for the purposes of such registration, in form and substance as is
customarily  given to underwriters in an underwritten public offering, addressed
to  the  underwriters,  if  any,  and  to the Holders requesting registration of
Registrable  Securities  and (ii) a letter dated such date, from the independent
certified  public  accountants  of  the  Company,  in  form  and substance as is

customarily given by independent certified public accountants to underwriters in
an  underwritten  public offering, addressed to the underwriters, if any, and to
the  Holders  requesting  registration  of  Registrable  Securities.

          (h)     As promptly as practicable after becoming aware of such event,
notify  each  Investor  of  the  happening of any event of which the Company has
knowledge,  as  a  result  of  which the prospectus included in the Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits  to  state  a  material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not misleading, and use its best efforts promptly to prepare a supplement
or  amendment  to the Registration Statement to correct such untrue statement or
omission, and deliver a number of copies of such supplement or amendment to each
Investor  as  such  Investor  may  reasonably  request.

          (i)     Provide  Holders  with  written  notice  of  the  date  that a
registration  statement  registering the resale of the Registrable Securities is
declared  effective  by  the  SEC.

          (j)     Provide  Holders  and their representatives the opportunity to
conduct  a reasonable due diligence inquiry of Company's pertinent financial and
other  records  and  make  available  its  officers, directors and employees for
questions  regarding  such information as it relates to information contained in
the  registration  statement  subject to all information received by the Holders
and  their  representatives  being  kept  confidential.

          (k)     Provide  Holders  and their representatives the opportunity to
review the registration statement and all amendments thereto a reasonable period
of  time  prior  to  their  filing  with  the  SEC.

          6.     FURNISH  INFORMATION.  It shall be a condition precedent to the
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obligations  of  the  Company to take any action pursuant to this Agreement with
regard  to  each  selling  Holder that such selling Holders shall furnish to the
Company  such  information regarding themselves, the Registrable Securities held
to  them,  and the intended method of disposition of such securities as shall be
reasonably  required  to  effect


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the  registration  of  their  Registrable  Securities  or  to  determine  that
registration  is not required pursuant to Rule 144 or other applicable provision
of  the  Act.

          7.     EXPENSES  OF  REQUIRED REGISTRATION. The Company shall bear and
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pay  all  expenses  incurred  in  connection  with  any  registration, filing or
qualification  of  Registrable  Securities  with  respect  to  the  registration
pursuant  to  Section  2  for  each  Holder,  including (without limitation) all
registration,  filing,  and  qualification  fees,  printers  and accounting fees
relating  or  apportionable  thereto  but  excluding  underwriting discounts and
commissions  and fees and expenses of counsel to the selling Holders relating to
Registrable  Securities.

          8.     INDEMNIFICATION.  In  the  event any Registrable Securities are
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included  in  a  registration  statement  under  this  Agreement:

          (a)     To the extent permitted by law, the Company will indemnify and
hold  harmless  each  Holder,  the  officers  and  directors of each Holder, any
underwriter (as defined in the Act) for such Holder and each person, if any, who
controls  such  Holder  or  underwriter  within  the  meaning  of the Act or the
Securities  Exchange  Act  of  1934,  as  amended  (the "1934 Act"), against any
losses,  claims,  damages,  or  liabilities (joint or several) to which they may
become  subject  under  the  Act,  the  1934  Act or other federal or state law,
insofar  as  such losses, claims, damages, or liabilities (or actions in respect
thereof)  arise  out  of  or  are  based  upon  any of the following statements,
omissions  or  violations (collectively a "Violation"): (i) any untrue statement
or  alleged  untrue  statement of a material fact contained in such registration
statement,  including  any  preliminary prospectus or final prospectus contained
therein  or  any amendments or supplements thereto, (ii) the omission or alleged
omission  to  state  therein  a  material fact required to be stated therein, or
necessary  to make the statements therein not misleading, or (iii) any violation
by the Company of the Act, the 1934 Act, any state securities law or any rule or
regulation  promulgated under the Act, the 1934 Act or any state securities law;
and  the  Company  will  reimburse  each  such  Holder,  officer  or  director,
underwriter  or  controlling  person  for any legal or other expenses reasonably
incurred  by  them  in connection with investigating or defending any such loss,
claim,  damage,  liability,  or  action;  provided,  however, that the indemnity
agreement  contained  in this subsection 8(a) shall not apply to amounts paid in
settlement  of  any  such  loss,  claim,  damage,  liability,  or action if such
settlement  is  effected without the consent of the Company (which consent shall
not  be unreasonably withheld), nor shall the Company be liable in any such case
for  any  such  loss,  claim, damage, liability, or action to the extent that it
arises  out of or is based upon a Violation which occurs in reliance upon and in
conformity  with  written  information furnished expressly for use in connection
with  such  registration  by  any such Holder, officer, director, underwriter or

controlling  person.

          (b)     To the extent permitted by law, each selling Holder, severally
and  not  jointly,  will  indemnify  and  hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement, each
person,  if  any,  who  controls  the Company within the meaning of the Act, any
underwriter  and  any  other  Holder  selling  securities  in  such registration
statement  or  any  of its directors or officers or any person who controls such
Holder,  against  any losses, claims, damages, or liabilities (joint or several)
to  which  the  Company  or  any  such director, officer, controlling person, or
underwriter  or controlling person, or other such Holder or director, officer or
controlling  person  may  become  subject,  under the Act, the 1934 Act or other
federal  or  state  law,


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insofar  as  such losses, claims, damages, or liabilities (or actions in respect
thereto)  arise  out  of  or  are  based upon any Violation, in each case to the
extent  (and only to the extent) that such Violation occurs in reliance upon and
in  conformity  with  written information furnished by such Holder expressly for
use  in  connection  with such registration; and each such Holder will reimburse
any  legal  or  other  expenses  reasonably incurred by the Company and any such
director,  officer, controlling person, underwriter or controlling person, other
Holder,  officer,  director,  or  controlling  person  in  connection  with
investigating  or  defending any such loss, claim, damage, liability, or action;
provided,  however,  that  the  indemnity agreement contained in this subsection
8(b)  shall  not  apply  to  amounts paid in settlement of any such loss, claim,
damage,  liability  or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; provided, that,
in  no  event  shall  any  indemnity  under  this subsection 8(b) exceed the net
proceeds  from  the  offering  received  by  such  Holder.

          (c)     Promptly  after  receipt  by  an  indemnified party under this
Section  8  of  notice  of  the  commencement  of  any  action  (including  any
governmental action), such indemnified party will, if a claim in respect thereof
is  to  be  made against any indemnifying party under this Section 8, deliver to
the  indemnifying  party  a  written  notice of the commencement thereof and the
indemnifying  party  shall  have the right to participate in, and, to the extent
the  indemnifying  party  so  desires, jointly with any other indemnifying party
similarly  noticed,  to  assume  the  defense  thereof  with  counsel  mutually
satisfactory  to the parties; provided, however, that an indemnified party shall
have  the right to retain its own counsel, with the reasonably incurred fees and
expenses  of  one  such  counsel  to  be  paid  by  the  indemnifying  party, if
representation  of  such  indemnified  party  by  the  counsel  retained  by the
indemnifying party would be inappropriate due to actual or potential conflicting
interests between such indemnified party and any other party represented by such
counsel  in  such  proceeding.  The  failure  to  deliver  written notice to the
indemnifying  party  within  a  reasonable  time of the commencement of any such
action,  if prejudicial to its ability to defend such action, shall relieve such
indemnifying  party of any liability to the indemnified party under this Section
8,  but the omission so to deliver written notice to the indemnifying party will
not  relieve  it  of  any  liability  that  it may have to any indemnified party
otherwise  than  under  this  Section  8.

          (d)     In  the  event that the indemnity provided in paragraph (a) or
(b)  of  this  Section  8  is unavailable to or insufficient to hold harmless an
indemnified  party  for  any  reason, the Company and each holder of Registrable
Securities  agree  to  contribute  to  the aggregate claims, losses, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with  investigating  or  defending  same)  (collectively  "Losses") to which the
Company  and one or more of the holders of Registrable Securities may be subject
in  such  proportion  as  is  appropriate  to  reflect the relative fault of the
Company  and  the  holders  in connection with the statements or omissions which
resulted  in such Losses; provided, however, that in no case shall any holder be
responsible  for  any  amount  in excess of the net purchase price of securities
sold  by it under the registration statement. Relative fault shall be determined
by  reference  to  whether  any  alleged untrue statement or omission relates to
information  provided  by  the  Company  or  by the holders. The Company and the
holders  agree  that  it  would  not  be just and equitable if contribution were
determined  by  pro rata allocation or any other method of allocation which does
not  take  account  of  the  equitable  considerations  referred  to  above.
Notwithstanding  the  provisions  of  this  paragraph  (d),  no person guilty of
fraudulent  misrepresentation  (within the meaning of the Act) shall be entitled
to  contribution  from  any  person  who  was  not  guilty  of  such  fraudulent
misrepresentation.  For  purposes  of  this  Section  8,  each  person


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who controls a holder of Registrable Securities within the meaning of either the
Act or the 1934 Act and each director, officer, partner, employee and agent of a
holder  shall  have  the  same  rights  to contribution as such holder, and each
person who controls the Company within the meaning of either the Act or the 1934
Act  and  each  director of the Company, and each officer of the Company who has
signed the registration statement, shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of this
paragraph  (d).


          (e)     The  obligations of the Company and Holders under this Section
8  shall  survive the redemption and conversion, if any, of the Preferred Stock,
the  completion  of  any  offering  of  Registrable Securities in a registration
statement  under  this  Agreement,  and  otherwise.

          9.     REPORTS  UNDER  SECURITIES EXCHANGE ACT OF 1934. With a view to
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making  available  to the Holders the benefits of Rule 144 promulgated under the
Act  and  any  other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration, the
Company  agrees  to:

          (a)     make and keep public information available, as those terms are
understood  and  defined  in  SEC  Rule  144;

          (b)     file  with  the  SEC  in a timely manner all reports and other
documents  required  of  the  Company  under  the  Act  and  the  1934  Act; and

          (c)     furnish  to  any  Holder,  so  long  as  the  Holder  owns any
Registrable  Securities,  forthwith  upon request (i) a written statement by the
Company,  if  true,  that it has complied with the reporting requirements of SEC
Rule  144,  the  Act  and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the  Company, and (iii) such other information as may be reasonably requested in
availing  any  Holder  of  any  rule  or regulation of the SEC which permits the
selling  of  any  such  securities  without  registration.

          10.     AMENDMENT  OF  REGISTRATION  RIGHTS.  Any  provision  of  this
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Agreement  may  be  amended  and  the  observance  thereof may be waived (either
generally  or  in  a  particular  instance  and  either  retroactively  or
prospectively),  only with the written consent of the Company and the holders of
a  majority of the Registrable Securities provided that the amendment treats all
Holders  equally.  Any  amendment  or  waiver  effected  in accordance with this
paragraph  shall  be  binding  upon  each  Holder,  each  future Holder, and the
Company.

          11.     NOTICES.  All  notices  required  or  permitted  under  this
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Agreement  shall  be  made in writing signed by the party making the same, shall
specify  the  section  under  this  Agreement pursuant to which it is given, and
shall  be  addressed if to (i) the Company: Hyperdynamics Corporation, Attention
Chief  Financial  Officer,  2656  South Loop West, Suite 103, Houston, TX 77054,
Telephone  No. (713) 660-9771, Facsimile No. (713) 660-9775 and (ii) the Holders
at their respective last address as the party shall have furnished in writing as
a  new  address  to be entered on such register. Any notice, except as otherwise
provided  in  this  Agreement, shall be made by fax and shall be deemed given at
the  time  of  transmission  of  the  fax.


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          12.     TERMINATION. This Agreement shall  terminate on the earlier to
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occur of (a) the date that is three (3) years from the date of this Agreement or
(b) the date the distribution of  all  Registrable  Securities  described in any
registration  statement  filed  pursuant  to  this  Agreement  is completed; but
without  prejudice  to  (i)  the  parties'  rights  and obligations arising from
breaches  of  this  Agreement  occurring  prior  to  such termination (ii) other
indemnification  obligations  under  this  Agreement  or  (iii)  the  Company's
obligation to maintain the effectiveness of a registration statement filed prior
thereto  in  accordance  with  the  terms  hereof, and to fulfill its obligation
hereunder  in  respect  thereof  until  it is no longer required to maintain the
effectiveness  thereof.

          13.     ASSIGNMENT.  No assignment, transfer or delegation, whether by
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operation of law or otherwise, of any rights or obligations under this Agreement
by  the  Company  or  any  Holder, respectively, shall be made without the prior
written  consent  of  the  majority  in  interest of the Holders or the Company,
respectively;  provided  that  the  rights  of  a Holder may be transferred to a
subsequent  holder  of  the  Holder's  Registrable  Securities  (provided  such
transferee  shall  provide to the Company, a writing executed by such transferee
agreeing  to  be bound as a Holder by the terms of this Agreement); and provided
further  that  the  Company  may  transfer its rights and obligations under this
Agreement  to a purchaser of all or a substantial portion of its business if the
obligations  of  the Company under this Agreement are assumed in connection with
such  transfer,  either  by  merger or other operation of law (which may include
without  limitation  a  transaction whereby the Registrable Shares are converted
into securities of the successor in interest) or by specific assumption executed
by  the  transferee.

          14.     MISCELLANEOUS.
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          (a)     Governing  Law.  This  Agreement  shall  be  governed  by  and
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construed  in  accordance  with the laws of the State of Delaware without giving

effect  to  conflict  of  laws.

          (b)     Successors  and  Assigns. Except as otherwise provided herein,
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the  provisions  hereof  shall inure to the benefit of, and be binding upon, the
successors,  assigns, heirs, executors and administrators of the parties hereto.

          (c)     Delays  or  Omissions.  No  delay  or omission to exercise any
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right,  power  or  remedy accruing to any holder of any Registrable Shares, upon
any breach or default of the Company under this Agreement, shall impair any such
right,  power  or remedy of such holder nor shall it be construed to be a waiver
of  any  such  breach  or  default,  or an acquiescence therein, or of or in any
similar  breach  or  default  thereunder  occurring, nor shall any waiver of any
single  breach  or  default  be  deemed  a waiver of any other breach or default
thereafter  occurring.  Any  waiver,  permit, consent or approval of any kind or
character  on  the  part  of  any  holder  of  any  breach or default under this
Agreement,  or  any  waiver  on  the  part  of  any  party  of any provisions of
conditions  of this Agreement, must be in writing and shall be effective only to
the  extent  specifically  set forth in such writing. All remedies, either under
this  Agreement,  or  by  law  or  otherwise  afforded  to  any holder, shall be
cumulative  and  not  alternative.

          (d)     Counterparts.  This Agreement may be executed in any number of
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counterparts,  each  of which may be executed by less than all of the Investors,


<PAGE>
each  of  which shall be enforceable against the parties actually executing such
counterparts,  and  all  of  which  together  shall  constitute  one instrument.

          (e)     Severability.  In  the  case  any  provision of this Agreement
                  ------------
shall  be  invalid,  illegal  or  unenforceable,  the  validity,  legality  and
enforceability  of  the remaining provisions shall not in any way be affected or
impaired  thereby.

(CONTINUED  ON  FOLLOWING  PAGE)


<PAGE>
          The  foregoing  Registration  Rights Agreement is  hereby  executed as
of the date first  above  written.


HYPERDYNAMICS  CORPORATION


By:_/s/  Kent  P.  Watts
    --------------------
Name:    Kent  P.  Watts
     -------------------

Title:         President
       -----------------


INVESTOR(S)


_____________________
Investor's  Name


By:__________________
     (Signature)

Name:________________

Title:_________________

Address:
______________________
______________________
______________________


<PAGE>
          The  foregoing  Registration Rights Agreement is hereby executed as of
the date  first  above  written.


HYPERDYNAMICS  CORPORATION


By:  ______________________________

Name:______________________________
Title:  ___________________________


INVESTOR(S)


Cache  Capital  USA  L.P.
-------------------------
Investor's  Name

By:/s/ Joseph C. Carouse
   ---------------------
         (Signature)

Name:  Joseph C. Carouse
     -------------------
Title: Investment Manager
      -------------------

Address:
3343 Peachtree Rd., Suite 500
-----------------------------
Atlanta, GA 30326
-----------------------------
Attn: Mike Ezzell
-----------------------------


<PAGE>
PLACEMENT  AGENT
J.P. Carey Securities, Inc.
-----------------------------
Agent's  Name

By:  James  P.  Canouse
     ------------------------
          (Signature)
Name:  James  P.  Canouse
       ----------------------
Title:  Senior Vice President
        ---------------------


<PAGE>