IRREVOCABLE TRANSFER AGENT INSTRUCTIONS
August  12,  2005
Fidelity  Transfer
Ms.  Heidi  Sadowski
1800  South  West  Temple  #301
Salt  Lake  City,  UT  84115

(801)  484-7222  x20
Fax  (801)  466-4122  or  801.484.0294
RE:  HYPERDYNAMICS  CORP.
Ladies  and  Gentlemen:
Reference  is  made  to  that  certain Subscription Agreement (the "Subscription
Agreement") of even date herewith by and between Hyperdynamics Corp., a Delaware
corporation  (the  "Company"),  and  Dutchess Private Equities Fund, II, LP (the
"Holder").  Pursuant  to  the  Subscription Agreement, the Company shall sell to
the  Holder,  an  the  Holder  shall  purchase  from  the  Company,  convertible
debentures (collectively, the "Debentures") in the aggregate principal amount of
One  Million  Five Hundred Thousand Dollars ($1,500,000), plus accrued interest,
which  are  convertible  into  shares  of  the Company's common stock, par value
$0.001  per  share (the "Common Stock"), at the Holder's discretion. The Company
has  also  issued  to  the  Holder a warrant to purchase up to 500,000 shares of
Common  Stock, at the Holder's discretion ("Warrant"). These instructions relate
to  the  following  stock  or  proposed  stock  issuances  or  transfers:
1.  The  Company  has agreed to issue to the Holder up to: that number of shares
included  in  the  registration  statement  for the Debentures based on the Face
Amount divided by the Fixed Conversion Price, of the Company's Common Stock upon
conversion  of  the  Debentures  ("Conversion Shares") plus the shares of Common
Stock  to  be  issued  to  the  Holder  upon  conversion of accrued interest and
liquidated  damages  into  Common  Stock  (the  "Interest  Shares").
2.  Up  to  500,000 shares of Common Stock to be issued upon the exercise of the
Warrant  ("Warrant  Shares").
This  letter  shall  serve  as  our  irrevocable  authorization and direction to
Fidelity  Transfer  (the  "Transfer  Agent")  to  do  the  following:
1.  Conversion  Shares.
a.  Instructions  Applicable  to  Transfer Agent. With respect to the Conversion
Shares  and  the  Interest Shares, the Transfer Agent shall issue the Conversion
Shares  and the Interest Shares to the Holder from time to time upon delivery to
the  Transfer  Agent of a properly completed and duly executed Conversion Notice
(the  "Conversion  Notice"), in the form attached hereto as Exhibit 1, delivered
on  behalf  of  the Company to the Transfer Agent.  Upon receipt of a Conversion
Notice,  the  Transfer  Agent  shall within three (3) Trading Days thereafter to
issue  and  surrender  to  a national recognized overnight carrier for overnight
delivery  to  the  address as specified in the Conversion Notice, a certificate,
registered  in  the  name  of  the  Holder or their designees, for the number of
shares of Common Stock to which the Holder shall be entitled as set forth in the
Conversion Notice  For purposes hereof "Trading Day" shall mean any day on which
the  US Stock Markets are open for customary trading.   The Transfer agent shall
promptly  give  the  Company  notice  of  all  new security issuances hereunder.
b.  The  Company  hereby  confirms  to  the  Transfer  Agent and the Holder that
certificates  representing  the  Conversion  Shares  shall  not  bear any legend
restricting transfer and should not be subject to any stop-transfer restrictions
and  shall  otherwise  be  freely  transferable  on the books and records of the
Company;  provided  that  counsel  to  the  Company  delivers  (i) the Notice of
Effectiveness  set  forth  in  Exhibit  2 attached hereto and (ii) an opinion of
counsel  in  the  form  set  forth  in Exhibit 3 attached hereto and (iii) board
resolutions  authorizing  the  issuance  of  such  shares until such time as the
Maturity Date of the Debentures, as set forth in Exhibit 4 or (iv) the Share are
deemed  sellable  under an exemption from the Securities Act of 1993, as amended
(the  "Act") when accompanied with the proper paperwork for that exemption.  The
Shares  shall be issued free-trading directly from Fidelity Transfer, as no sale
is  necessary  for  the  Shares to be issued without legend free trading and all
requirements  for  delivery of a Prospectus pursuant to the Shares have been met
and  satisfied.   If  the  Conversion  Shares  and  the  Interest Shares are not
registered  for  sale  under the Act , as amended, then the certificates for the
Conversion  Shares  and  Interest  Shares  shall  bear  the  following  legend
substantially  as  follows:
"THE  SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES  HAVE  BEEN  ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE  TO  THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT."
c.  In  the  event  that  counsel  to  the Company fails or refuses to render an
opinion  as  required  to  issue  the  Conversion  Shares in accordance with the
preceding paragraph (either with or without restrictive legends, as applicable),
then  the  Company irrevocably and expressly authorizes counsel to the Holder to
render  such opinion. The Transfer Agent shall accept and be entitled to rely on
such  opinion  for  the  purposes  of issuing the Conversion Shares and Interest
Shares.  Any  costs incurred by Holder for such opinion letter shall be added to
the  Face  Amount  of  the  Debenture.
2.  Warrant  Shares.
a.  Instructions  Applicable  to  Transfer  Agent.  With  respect to the Warrant
Shares,  the  Transfer  Agent  shall issue the Warrant Shares to the Holder from
time  to  time  upon  delivery to the Transfer Agent of a properly completed and
duly  executed  notice  of  the  Holder's  election to exercise the Warrant (the
"Exercise  Notice"),  in  the  form attached hereto as Exhibit 5, specifying the
number of Warrant Shares to be issued, delivered on behalf of the Company to the
Transfer  Agent.  Upon  receipt  of an Exercise Notice, the Transfer Agent shall
within  three (3) Trading Days thereafter to issue and surrender to a nationally
recognized  carrier  for  overnight  delivery to the address as specified in the
Exercise  Notice,  a  certificate,  registered  in the name of the Holder or its
designees, for the number of shares of Common Stock to which the Holder shall be
entitled as set forth in the Exercise Notice . For purposes hereof "Trading Day"
shall  mean any day on which the US Markets are open for customary trading.  The
Transfer  agent  shall  promptly  give  the  Company notice of all new issuances
hereunder.
The  Company  hereby confirms to the Transfer Agent and Holder that certificates
representing  the  Warrant Shares shall not bear any legend restricting transfer
and  should not be subject to any stop-transfer restrictions and shall otherwise
be  freely  transferable  on the books and records of the Company; provided that
counsel  to  the  Company  delivers (i) the Notice of Effectiveness set forth in
Exhibit  2  attached  hereto  and
(ii)  an  opinion of counsel in the form set forth in Exhibit 3 attached hereto,
and  that if the Warrant Shares are not registered for sale under the Securities
Act of 1933, as amended, then the certificates for the Warrant Shares shall bear
the  restrictive  legend  referenced  above  in  Section  1b.
b.  In  the  event  that  counsel  to  the Company fails or refuses to render an
opinion as required to issue the Warrant Shares in accordance with the preceding
paragraph  (either with or without restrictive legends, as applicable), then the
Company  irrevocably  and  expressly  authorizes counsel to the Holder to render
such  opinion.  The  Transfer Agent shall accept and be entitled to rely on such
opinion  for the purposes of issuing the Warrant Shares.   Any costs incurred by
Holder  for  such  opinion  letter  shall  be  added  to  the Face Amount of the
Debenture.
3.  All  Shares.
a.  The  Transfer  Agent shall reserve for issuance to the Holder the Conversion
Shares  and the Warrant Shares. All such shares shall remain in reserve with the
Transfer  Agent  until  the Holder provides the Transfer Agent instructions that
the shares or any part of them shall be taken out of reserve and shall no longer
be  subject  to  the  terms  of  these  instructions.
b.  The  Transfer  Agent  shall rely exclusively on the Conversion Notice or the
Exercise  Notice  and  shall have no liability for relying on such instructions.
Any Conversion Notice or Exercise Notice delivered hereunder shall constitute an
irrevocable  instruction to the Transfer Agent to process such notice or notices
in  accordance with the terms thereof. Such notice or notices may be transmitted
to the Transfer Agent by facsimile, email or any commercially reasonable method.
c.  The  Company  hereby  confirms  to the Transfer Agent and the Holder that no
instructions  other  than as contemplated herein will be given to Transfer Agent
by the Company with respect to the matters referenced herein. The Company hereby
authorizes  the  Transfer  Agent,  and the Transfer Agent shall be obligated, to
disregard  any  contrary  instructions  received by or on behalf of the Company.
The  Company  hereby  agrees that it shall not replace the Transfer Agent as the
Company's  transfer  agent  without  the  prior  written  consent of the Holder.
The  Company  does  hereby agree to keep up-to-date with all payments due to the
Transfer  Agent during this period.  In the event, the Company is not current in
all  its  outstanding  payment obligations for services provided by the Transfer
Agent,  and  the  Transfer Agent refuses issuance of Common Shares to the Holder
due  to  the unpaid balance, the Company does hereby authorize Holder to pay any
amounts  due to Transfer Agent directly from the Closing of a Put (as defined in
the  Investment  Agreement).  The  Transfer  Agent hereby acknowledges that upon
receipt  of  confirmation  of  a  Put  Settlement which includes instructions of
payment  toward  the delinquent account, the Transfer Agent will issue Shares in
accordance  with  Section  1(a)  and  2(a).
The  Transfer Agent shall provide ten days' advance written notice to the Holder
before  any  attempt  by  the Transfer Agent to cease to provide any issuance or
transfer  agent  services  as  contemplated  by  this  agreement  shall  become
effective.  Upon  notice that the Transfer Agent is resigning, the Company shall
have  the  obligation to retain a new transfer agent that will agree to be bound
by  the  terms  of  this  agreement.
The Company and the Transfer Agent hereby acknowledge and confirm that complying
with  the  terms  of this Agreement does not and shall not prohibit the Transfer
Agent  from  satisfying any and all fiduciary responsibilities and duties it may
owe  to  the  Company.
The Company and the Transfer Agent acknowledge that the Holder is relying on the
representations  and  covenants  made  by  the  Company  and  the Transfer Agent
hereunder  and  are  a  material inducement to the Holder purchasing convertible
debentures under the Subscription Agreement and Debenture Agreement. The Company
and the Transfer Agent further acknowledge that without such representations and
covenants of the Company and the Transfer Agent made hereunder, the Holder would
not  purchase  the  Debentures.
Each  party  hereto  specifically acknowledges and agrees that in the event of a
breach  or  threatened  breach  by  a  party hereto of any provision hereof, the
Holder  will  be  irreparably  damaged  and  that  damages  at  law  would be an
inadequate  remedy  if  these  Irrevocable  Transfer Agent Instructions were not
specifically  enforced. Therefore, in the event of a breach or threatened breach
by  a  party hereto, including, without limitation, the attempted termination of
the  agency  relationship  created  by  this  instrument,  the  Holder  shall be
entitled,  in  addition  to  all  other  rights  or  remedies,  to an injunction
restraining  such breach, without being required to show any actual damage or to
post  any bond or other security, and/or to a decree for specific performance of
the  provisions  of  these  Irrevocable  Transfer  Agent  Instructions.
                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN  WITNESS  WHEREOF,  the  parties  have caused this letter agreement regarding
Irrevocable  Transfer Agent Instructions to be duly executed and delivered as of
the  date  first  written  above.  Duly  authorized  to  sign  on  behalf  of:
COMPANY:
HYPERDYNAMICS  CORP.

/s/Kent Watts
-------------
KENT  WATTS,  CEO

FIDELITY  TRANSFER

/s/Heidi Sadowski
-----------------
Ms.  Heidi  Sadowski

EXHIBIT  1

Date:

Pursuant  to  terms and conditions outlined in the Form of Debenture, we are now
submitting  you  a  Conversion  Notice  for  Debenture  Number  ____________.

Please  have  Dutchess'  common shares listed on following page delivered via an
nationally  recognized  overnight carrier (with a tracking number sent to me) to
within  three  days  of  the  Conversion  Date:

[delivery  address}

NOTICE  OF  CONVERSION
----------------------

(To  be  Executed  by  the  Registered  Owner  in  order  to  Convert Debenture)

     The  undersigned  hereby  irrevocably  elects,  as  of ________________, to
convert  $________________  of  its convertible debenture (the "Debenture") into
Common  Stock  of  Virtra  Systems,  Inc.  (the  "Company")  according  to  the
conditions  set  forth  in  the  Debenture  issued  by  the  Company.

Date  of  Conversion________________________________________________


Applicable  Conversion  Price________________________________________


Number  of  Debentures  Issuable  upon  this  Conversion_______________________


Name(Print)___________Dutchess  Private  Equities Fund, II, LP _________________
                      ----------------------------------------

Address______________312  Stuart  St,  3rd  Floor____________________________
                     ----------------------------


Phone_____617-960-3570_____________  Fax________617-249-0947___________
          -------------------------             ------------



                    By: /s/Douglas Leighton
                        -------------------
                        Douglas  Leighton

EXHIBIT  2  FORM  OF  NOTICE  OF  EFFECTIVENESS  OF  REGISTRATION  STATEMENT

                                             Date:  __________
[TRANSFER  AGENT]

     Re:     Hyperdynamics  Corp
             --------------------

Ladies  and  Gentlemen:

     We  are  counsel  to  Hyperdynamics  Corp.,  a  Delaware  corporation  (the
                           ---------------------
"Company"),  and  have  represented  the Company in connection with that certain
Subscription Agreement (the "Subscription  Agreement") entered into by and among
the  Company  and _________________________ (the "Holder") pursuant to which the
Company  has agreed to issue to the Holder shares of the Company's common stock,
$.0001  par value per share (the "Common Stock") on the terms and conditions set
forth  in  the  Subscription Agreement.  Pursuant to the Subscription Agreement,
the  Company  also  has  entered  into  a Registration Rights Agreement with the
Holder  (the  "Registration  Rights  Agreement")  pursuant  to which the Company
agreed,  among  other things, to register the Registrable Securities (as defined
in  the  Registration  Rights  Agreement),  including the shares of Common Stock
issued  or issuable under the Subscription Agreement under the Securities Act of
1933, as amended (the "1933 Act").  In connection with the Company's obligations
under  the Registration Rights Agreement, on ____________ ___, 2005, the Company
filed  a  Registration  Statement  on  Form  S- ___ (File No. 333-________) (the
"Registration  Statement")  with  the  Securities  and  Exchange Commission (the
"SEC")  relating  to  the  Registrable  Securities  which  names the Holder as a
selling  shareholder  thereunder.

     In connection with the foregoing, we advise you that [a member of the SEC's
                                                          =
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective]  [the Registration Statement has become
                                       =========================================
effective] under the 1933 Act at [enter the time of effectiveness] on [enter the
   =======                        -------------------------------      ---------
date  of  effectiveness]  and  to  the  best  of our knowledge, after telephonic
-----------------------
inquiry  of  a  member  of  the  SEC's  staff,  no  stop  order  suspending  its
------
effectiveness  has  been  issued and no proceedings for that purpose are pending
------
before,  or  threatened by, the SEC and the Registrable Securities are available
--
for  resale  under  the  1933  Act  pursuant  to  the  Registration  Statement.

                                   Very  truly  yours,

                                   [Company  Counsel]

     By:____________________

cc:     [Holder]
EXHIBIT  3
TO  TRANSFER  AGENT  INSTRUCTIONS
FORM  OF  OPINION
________________  2005
VIA  FACSIMILE  AND  REGULAR  MAIL
[Transfer  Agent]
Attention:  George  Johnson
RE:  HYPERDYNAMICS  CORP
Ladies  and  Gentlemen:
We  have  acted  as  special counsel to Hyperdynamics Corp.. (the "Company"), in
connection  with  the  registration  of  ___________shares (the "Shares") of its
common  stock  with  the Securities and Exchange Commission (the "SEC"). We have
not  acted  as  your  counsel. This opinion is given at the request and with the
consent  of  the  Company.
In  rendering  this  opinion  we  have  relied  on the accuracy of the Company's
Registration  Statement on Form SB-2, as amended (the "Registration Statement"),
filed  by  the  Company  with  the  SEC  on _________ ___, 2005 with file number
333-____________.  The  Company  filed  the  Registration Statement on behalf of
certain  selling  stockholder  (the "Selling Stockholder"). This opinion relates
solely  to  the  Selling  Shareholder listed on Exhibit "A" hereto and number of
Shares  set forth opposite such Selling Stockholder' names. The SEC declared the
Registration  Statement  effective  on  __________  ___,  2005.
We  understand  that  the  Selling  Stockholder acquired the Shares in a private
offering  exempt from registration under the Securities Act of 1933, as amended.
Information  regarding  the  Shares  to  be  sold  by the Selling Shareholder is
contained under the heading "Selling Stockholder" in the Registration Statement,
which  information  is  incorporated  herein by reference. This opinion does not
relate  to  the  issuance of the Shares to the Selling Stockholder. The opinions
set  forth  herein  relate  solely  to  the  sale  or  transfer  by  the Selling
Stockholder pursuant to the Registration Statement under the Federal laws of the
United  States  of  America. We do not express any opinion concerning any law of
any  state  or  other  jurisdiction.
In  rendering  this  opinion  we  have relied upon the accuracy of the foregoing
statements.  Based on the foregoing, it is our opinion that the Shares have been
registered  with the Securities and Exchange Commission under the Securities Act
of  1933,  as  amended,  and  that  Fidelity Transfer may remove the restrictive
legends  contained  on  the  Shares.

This  opinion  relates  solely  to  the  number of Shares set forth opposite the
Selling  Stockholder  listed  on  Exhibit  "A"  hereto.

This  opinion  is furnished to Fidelity Tranfer, specifically in connection with
the  issuance  of  the  Shares, and solely for your information and benefit. The
Shares  shall be issued free-trading directly from Fidelity Transfer, as no sale
is  necessary  for  the  Shares to be issued without legend free trading and all
requirement  for  delivery  of a Prospectus pursuant to the Shares have been met
and  satisfied.  This  letter may not be relied upon by Fidelity Transfer in any
other  connection,  and  it may not be relied upon by any other person or entity
for  any  purpose  without  our  prior  written consent. This opinion may not be
assigned,  quoted  or  used  without our prior written consent. The opinions set
forth  herein are rendered as of the date hereof and we will not supplement this
opinion  with respect to changes in the law or factual matters subsequent to the
date  hereof.

Very  truly  yours,


____________________

     Exhibit 4 RESOLUTIONS OF THE BOARD OF DIRECTORS OF HYPERDYANMICS CORP.
                            EFFECTIVE AUGUST 12, 2005

The undersigned Directors of Hyperdynamics Corp., Inc. (the "Company") takes the
following  actions  by  consent  with  a  meeting.

IT  HAS  BEEN  RESOLVED:

The  officers  of  the  Company  are instructed to take all actions necessary to
execute,  deliver,  and  perform the steps required of the Company in connection
with  registration  of  shares  pursuant  to  the  Debenture  Agreement, Warrant
Agreement  and  Subscription Agreement of even date.  All shares have been fully
paid and should be issued without restrictive legend, or if the shares have been
not  registered  for sale under the Securities Act of 1933, as amended, then the
certificates  shall  be  marked  with  proper  legend.

FURTHER,  IT  HAS  BEEN  RESOLVED:

That each member of the Board jointly and individual hereby agree not to issue a
stop  transfer  order  on  any  of the shares defined herein, if the to Dutchess
Private  Equities  Fund,  II,  LP.  ("Dutchess")

FURTHER,  IT  HAS  BEEN  FURTHER  RESOLVED:

The  officers  do  hereby  consent  to  the  appointment  of Douglas Leighton of
Dutchess  Capital  Management, LLC to issue shares pursuant to the shares due to
the  Holder  as  outlined in the Irrevocable Transfer Agent Agreement solely for
the  benefit  of  Dutchess.

FURTHER,  IT  HAS  BEEN  RESOLVED:

That  the  board has given the requisite authority for the Company to enter into
the  Subscription  Agreement,  Warrant  Agreement, Security Agreement, Debenture
Agreement,  Debenture  Registration  Rights  Agreement,  Stock  Transfer  Agent
Agreement,  Investment  Agreement  and Equity Line Registration Rights Agreement
(collectively, the "Transaction Documents") with Dutchess Private Equities Fund,
II,  LP  ("Dutchess")  dated  August  12,  2005

FURTHER,  IT  HAS  BEEN  RESOLVED:

That  in  the  event  counsel  for  the  Company  is  unable to write an opinion
regarding  the  issuance  of Shares for any of the Transactions Documents, where
required,  that  the  Transfer  Agent  shall  accept the opinion of the Holder's
counsel.

FURTHER,  IT  HAS  BEEN  RESOLVED:

That  the board shall issue up to 500,000 shares of Common Stock pursuant to the
Warrant  Agreement  between  the  Company and Dutchess; and, up to the amount of
shares  registered  for  resale  in  the  SB-2  filed  for  Dutchess' underlying
Debentures.

This  resolution  is  signed by the Board, to be effective as of August 12, 2005

Date:     August 12,  2005

/s/Kent  Watts
---------------------------------
By:     Kent  Watts,  CEO  &  Chairman

/s/Albert  F.  Young
----------------------------------
By:  Albert  F.  Young    Director

/s/Harry  J.  Briers
----------------------------
Harry  J.  Briers   Director


/s/Harold  A.  Poling
---------------------
Harold  A.  Poling  Director

EXHIBIT  5


FORM  OF  ELECTION  TO  PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock  under  the  foregoing  Warrant)

To:  Hyperdynamics  Corp

     In  accordance  with  the  Warrant  enclosed  with this Form of Election to
Purchase,  the  undersigned hereby irrevocably elects to purchase  _____________
shares  of  Common  Stock  ("Common  Stock"),  $.001  par  value  per  share, of
Hyperdynamics  Corpand,  if  such Holder is not utilizing the cashless exercise
provisions  set  forth  in  this  Warrant,  encloses herewith $________ in cash,
certified  or  official bank check or checks, which sum represents the aggregate
Exercise  Price  (as  defined in the Warrant) for the number of shares of Common
Stock  to  which  this  Form  of Election to Purchase relates, together with any
applicable  taxes  payable  by  the  undersigned  pursuant  to  the  Warrant.

     The  undersigned  requests that certificates for the shares of Common Stock
issuable  upon  this  exercise  be  issued  in  the  name  of


                         PLEASE  INSERT  SOCIAL  SECURITY  OR
                         TAX  IDENTIFICATION  NUMBER

     (Please  print  name  and  address)

     If  the  number of shares of Common Stock issuable upon this exercise shall
not  be  all  of the shares of Common Stock which the undersigned is entitled to
purchase  in accordance with the enclosed Warrant, the undersigned requests that
a  New  Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued  in  the  name  of  and  delivered  to:


     (Please  print  name  and  address)

Dated:  _____________,  _____               Name  of  Holder:

     (Print)

     (By:)
     (Name:)
(Title:)