Exhibit 2

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


     This  Stock  Exchange  Agreement  (the  "Agreement"), dated as of April 23,
2004,  by  and among Hyperdynamics Corporation, a Delaware corporation ("HYPD");
Phillip  Steven  Ahlberg,  a  individual ("Stockholder1") and Sam Spears, Jr., a
Individual  ("Stockholder2");  whereas  Stockholder1  and  Stockholder2,
(collectively  referred  to  herein  as the "Sellers") are owners of 100% of the
outstanding  voting  stock  of  HYD  Resources  Corporation, a Texas Corporation
(herein  also  referred  to  as  "HYD  Resources"),  and  that  pursuant  to the
effectiveness of this Agreement the Sellers stock is being acquired 100% by HYPD
so that HYD Resources Corporation will become a wholly owned subsidiary of HYPD.

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

     WHEREAS,  the  Sellers  are  the  record and beneficial owner of all of the
outstanding  capital stock of HYD Resources, the number of presently outstanding
shares  of  common stock of HYD Resources being 100,000 shares, par value $.0001
per  share  (the  "HYD  Resources  Stock");  and

     WHEREAS,  the  HYD  Resources  Stock  represents  100% of the voting rights
issued  and  outstanding  as  each  share  of  common  stock represents one vote
pursuant  to  the  bylaws  of  HYD  Resources,  and

     WHEREAS, HYPD desires to acquire from the Sellers, and the Sellers desire
to convey to HYPD, all of the issued and outstanding HYD Resources Stock owned
by the Sellers in exchange for:

          A total of $300,000 worth of HYPD newly issued, unregistered, rule 144
     restricted common stock ("HYPD Stock) to be paid in four equal installments
     as follows:

               $75,000  worth  of  HYPD Stock due to be immediately issued as of
          the date of the signing of this Agreement, (The HYPD Stock price to be
          used to determine the number of shares to issue for this first $75,000
          will  be 80% of the closing bid price on the date of execution of this
          Agreement).

               $75,000  worth  of  HYPD Stock due to be issued on July 14, 2004.
          The  HYPD  Stock price to be used to determine the number of shares to
          issue  for this $75,000 payment will be 80% of the average closing bid
          price  reported  on the OTC/BB or other stock exchange as the case may
          be,  for  all  trading  days in the period from April 15, 2004 through
          July 14, 2004.)

               $75,000 worth of HYPD Stock due to be issued on October 14, 2004.
          The  HYPD  Stock price to be used to determine the number of shares to
          issue  for this $75,000 payment will be 80% of the average closing bid
          price  reported  on the OTC/BB or other stock exchange as the case may
          be,  for  all  trading  days  in the period from July 15, 2004 through
          October 14, 2004.)


                    Stock Exchange Agreement - Page 1 of 16
<PAGE>
               $75,000 worth of HYPD Stock due to be issued on January 14, 2005.
          The  HYPD  Stock price to be used to determine the number of shares to
          issue  for this $75,000 payment will be 80% of the average closing bid
          price  reported  on the OTC/BB or other stock exchange as the case may
          be,  for  all trading days in the period from October 15, 2004 through
          January 14, 2005.)

          All  shares  due  to  be  paid will be issued within two weeks of each
          respective  scheduled  issuance date. HYPD shall maintain an option to
          accelerate  the  scheduled issuance of the $300,000 worth of stock and
          pay any remaining amount by issuing enough HYPD Stock to pay the total
          amount  paid  up to the total $300,000 on any scheduled issuance date.
          Should  HYD  Resources  Corporation reflect a net operating loss (NOL)
          determined in accordance with Generally Accepted Accounting Principles
          (GAAP)  for  any  subsequent  reporting  quarters  of  operations  for
          quarters  ending  June,  30, 2004, September 30, 2004, or December 31,
          2004,  then  HYPD  will  maintain  the right to offset such NOL to the
          payment of the remaining portion of the $300,000 that has not yet been
          paid as of those dates as the case may be. In the case of an offset in
          any  period  and  the  subsequent recovery in future periods, then the
          amount  offset recovered in future periods will be paid by the company
          by  issuance  of restricted common stock using the average stock price
          since  the  date  of  the  offset  up until the date of the end of the
          quarter for the recovery of NOL.


     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     HYD Stock.  At the Closing (as defined below), the Sellers
                      ---------
shall  transfer,  convey  and deliver to HYPD, 100,000 shares of common stock of
HYD  Resources  Corporation,  and  shall  deliver  to  HYPD  stock  certificates
representing  the  HYD  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
                     ----------
100,000 shares of HYD Stock transferred to HYPD, HYPD shall issue and deliver to
the  Sellers  the HYPD Stock as scheduled above. As issued 50% of the HYPD Stock
will  be  issued  to  Shareholder1  and  50%  shall  be  issued to Shareholder2.

     The  transaction  by  which the transfer shall take place is referred to in
this  Agreement  as  the  "Exchange".


                    Stock Exchange Agreement - Page 2 of 16
<PAGE>
                                   ARTICLE II
                                   THE CLOSING

     The  Closing  of  the  transactions  contemplated  by  this  Agreement (the
"Closing") shall take place at 10:00 A.M. on April 23, 2004(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
                                     SELLERS

     The  Sellers,  Shareholder1 and Shareholder2 hereby severally represent and
warrant  to  HYPD  as  follows:

     Section  3.1     Ownership  of  the  HYD  Stock.  The  Stockholder  owns,
                      ------------------------------
beneficially  and  of  record, 50, 000 shares each of common stock of HYD 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  -  [Reserved].
                      ----------

     Section  3.3  -  [Reserved].
                      ----------


     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 HYD Stock owned by
the  Stockholder1  or  Stockholder2  or the performance of this Agreement by the
Sellers.

     Section  3.5     No  Default.   The  execution, delivery and performance of
                      -----------
this  Agreement by Stockholder1 or Stockholder2 does not and will not constitute
a  violation  or  default  under  or  conflict  with  any  contract,  agreement,
understanding  or  commitment  to  which  such Stockholder1 or Stockholder2 is a
party  or  by  which  such  Stockholder1  or  Stockholder2  is  bound.

     Section  3.6     Acquisition  of  Stock  for  Investment.  Stockholder1 and
                      ---------------------------------------
Stockholder2  understand  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


                    Stock Exchange Agreement - Page 3 of 16
<PAGE>
receive  and  hold the HYPD Stock for investment only and not with a view to the
distribution  or  resale  thereof.

     Additionally,  the  Sellers understand that any sale by the Stockholder1 or
Stockholder2  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
Sellers understand 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
Sellers.  The  Sellers  hereby  agree  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  Sellers 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 Sellers hereby consent
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 Sellers consent to HYPD placing a "stop transfer notation"
in  its  corporate records concerning the transfer of the HYPD Stock acquired by
the  Sellers.

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

     Section  3.8     Stockholder  Access  to  Information.  Stockholder1  and
                      ------------------------------------
Stockholder2  (a)  have  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 have asked
such  questions  as the desired to ask and all such questions have been answered
to  the  full  satisfaction  of  the Stockholder1 and Stockholder2; (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


                    Stock Exchange Agreement - Page 4 of 16
<PAGE>
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 Stockholder1
                      ----------
or  Stockholder2  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  Stockholder1  and  Stockholder2. The
                       ----------------------------------------------------
Exchange  being  conducted  with  HYPD  is based, to a material degree, upon the
representations  and warranties of the Sellers as set forth and contained herein
and  the  Sellers  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  Sellers.

     If  any action is brought against HYPD in respect of which indemnity may be
sought  against  the  Sellers  pursuant  to  the foregoing paragraph, HYPD shall
promptly  notify  the  Sellers in writing of the institution of such action (but
the  omission  to  so notify the Sellers shall not relieve it from any liability
that  it  may  have  to  HYPD  except  to  the extent the Sellers are materially
prejudiced or otherwise forfeit substantive rights or defenses by reason of such
failure), and the Sellers shall assume the defense of such action, including the
employment of counsel to be chosen by the Sellers  to be reasonably satisfactory
to  HYPD,  and  payment  of  expenses.  HYPD  shall have the right to employ the
Sellers 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 Sellers in connection with the defense of
such  action,  or  the Sellers shall not have employed counsel to take charge of
the  defense  of  such  action,  or counsel employed by the Sellers 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  Sellers,  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  Sellers 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 Sellers. Anything in this paragraph to the contrary notwithstanding, the
Sellers shall not be liable for any settlement of, or any expenses incurred with
respect  to,  any  such  claim  or  action  effected without the Sellers written
consent,  which  consent shall not be unreasonably withheld.  The Sellers  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.


                    Stock Exchange Agreement - Page 5 of 16
<PAGE>
     Section  3.11     Organization  and  Capitalization.  HYD  Resources
                       ---------------------------------
Corporation  is  a  corporation  duly  organized,  validly  existing and in good
standing  under  the  laws  of  Texas,  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.  HYD Resources Corporation 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 HYD Resources
Corporation  consists  of  2,000,000,000 shares of common stock, .0001 par value
per  share , of which 100,000 shares are validly issued and outstanding.  All of
such  issued  and  outstanding shares of HYD 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 HYD Resources is or may become obligated to issue any of its
stock  or  securities.  HYD Resources has no obligation to repurchase, reacquire
or  redeem  any  of  its  outstanding  capital  stock.

     Section  3.12     Subsidiaries  HYD  Resources  has  no  subsidiaries.
                       ------------

     Section  3.13     Financial  Information.  HYD  has  delivered  to HYPD the
                       ----------------------
balance  sheet  of HYD as of April 12, 2004, together with all accounting books,
records  and  transactions  since  its  inception  on  April  12,  2004.

     Section  3.14     Litigation.  There  are no actions, suits or proceedings,
                       ----------
formal  or  informal,  pending  or  threatened against HYD Resources, nor is HYD
Resources 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  HYD  Resources  in  excess  of  $10,000.

     Section  3.15     Taxes.  HYD  Resources  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.  HYD Resources
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.   HYD Resources 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 HYD Resources, and HYD Resources 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.

     Section  3.17     Books  and  Records.  The books of account, minute books,
                       -------------------
stock  record  books  and other records of HYD Resources, all of which have been
made  available  to  HYPD,  are  accurate


                    Stock Exchange Agreement - Page 6 of 16
<PAGE>
and  complete  in  all  material respects and have been maintained in accordance
with  sound  business  practices.

     Section 3.18     Title to Properties; Encumbrances.  HYD Resources 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  HYD  Resources,  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 HYD
Resources,  (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 Sellers
                       ----------
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.  HYD  Resources  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 HYD Resources 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 HYD Resources or any of its
Subsidiaries  other  than in the ordinary course of business; (iii) covenants of
HYD  Resources 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 HYD Resources or any of its Subsidiaries in any line of business
or in any geographical area; (iv) the acquisition by HYD Resources 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 HYD Resources 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.  HYD Resources is not a party to
                       -----------------------
any  employee  benefit  plan.


                    Stock Exchange Agreement - Page 7 of 16
<PAGE>
     Section  3.23     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by  this  Agreement, neither HYD Resources 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 HYD Resources or any  Subsidiary,
(ii)  the sale of all or substantially all of the assets of HYD Resources or any
Subsidiary,  or  (iii)  a  change  of  control  of more than five percent of the
outstanding  capital  stock  of  HYD  Resources  or  any  Subsidiary.

     Section  3.24     No Undisclosed Liabilities.  Neither HYD Resources 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  HYD Resources' Balance Sheet.


                                   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) 250,000,000
shares of common stock, $.001 par value of which approximately 39,000,000 shares
are  validly  issued  and  outstanding  at  the date hereon,(ii) 1,948 Shares of
Series  A  Preferred  Stock, and, (iii) an aggregate of ________________ options
and  warrants  to  purchase  common  stock  of  HYPD.


                    Stock Exchange Agreement - Page 8 of 16
<PAGE>
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.

     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, 2003, 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, 2003.  Such Financial Statements and Forms
10-QSB  and


                    Stock Exchange Agreement - Page 9 of 16
<PAGE>
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.

     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.


                    Stock Exchange Agreement - Page 10 of 16
<PAGE>

     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     [Reserved].
                       ----------

     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
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


                    Stock Exchange Agreement - Page 11 of 16
<PAGE>
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  HYD  Resources  Corporation  Common  Stock  duly  endorsed  for
          transfer  by the Stockholder1 and Stockholder2 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  HYPD  Stock,  duly executed for issuance
          by HYPD to the Sellers as contemplated by this Agreement.

     Section  6.1 (c)     Conditions to the Obligations of HYPD and the Sellers.
                          ------------------------------------------------------
The  obligations of HYPD and the Sellers 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.

     (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 Sellers.


                    Stock Exchange Agreement - Page 12 of 16
<PAGE>
                                  ARTICLE VII
                   COVENANTS OF HYD RESOURCES AND THE SELLERS

     Conduct of Business.  From the date hereof until the earlier of the Closing
     --------------------
Date  or  termination  of  this  Agreement pursuant to Article IX, HYD Resources
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)     HYD  Resources  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 HYD Resources, 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:


                    Stock Exchange Agreement - Page 13 of 16
<PAGE>
     (a)  If  to  HYPD:

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


          With  a  copy  to:

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


     (b)  If  to  the  Sellers  to:

          Sam  Spears  Jr.
          137  Sanson  Rd.
          Jonesville,  La.  71343

          And

          Phillip  Steven  Ahlberg
          3326  Twelve  Oaks  Lane
          Missouri  City,  Texas  77459



     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.


                    Stock Exchange Agreement - Page 14 of 16
<PAGE>

      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.

     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.


                    Stock Exchange Agreement - Page 15 of 16
<PAGE>
     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:  /s/  Kent  Watts
                                   ----------------------------
                                   Kent  Watts,  President



                              Stockholder1

                              By:  /s/  Phillip  Steven  Ahlberg
                                   -----------------------------
                                   Phillip  Steven  Ahlberg


                              Stockholder2

                              By:  /s/  Sam  Spears,  Jr.
                                   ----------------------------
                                   Sam  Spears,  Jr.


                    Stock Exchange Agreement - Page 16 of 16
<PAGE>