GLOBAL AMENDMENT
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     This  Global  Amendment  (the"  Amendment")  to  those  certain  agreements
previously entered into (collectively, "the Previous Agreements") by and between
Hyperdynamics  Corpoartion  ("Hyperdynamics"),  a  Delaware  corporation,  and,
Dutchess  Private Equities Fund, II, LP, a Delaware limited partnership, is made
on  this  _____  day  of ____________ 2005.  The "Previous Agreements" are those
certain  eight  agreements  and documents executed by one or more of the parties
hereto  on  August  11  and/or  12,  2005  that  resulted in Dutchess delivering
approximately  $909,025  in  cash  to  Hyperdynamics on approximately August 12,
2005,  to  wit:  Warrant  Agreement; Debenture Agreement; Debenture Registration
Rights  Agreement;  Equity  Line  Registration  Rights  Agreement;  Investment
Agreement;  Security  Agreement;  Subscription  Agreement;  and  Transfer  Agent
Instructions.

     WHEREAS,  Hyperdynamics  common  stock  is  listed  on  the  American Stock
Exchange  under  the  trading  symbol  "HDY"  (the  "Listing").

     WHEREAS, Dutchess and Hyperdynamics agree that it will benefit both of them
for  Hyperdynamics  to  be  remain  in  compliance  with  the  continued listing
requirements  of  the  American Stock Exchange and thereby continue the Listing.

WHEREAS,  the  American  Stock  Exchange  requires  listed  companies  to obtain
shareholder  approval  before  issuing  20%  or  more  of  their  common  stock.

     WHEREAS,  Hyperdynamics  has not obtained shareholder approval to issue 20%
or  more  of  its  common  stock  to  Dutchess.

     WHEREAS,  a  possibility  exists  that  circumstances  could  arise  where,
pursuant  to  the Previous Agreements, Hyperdynamics could be obligated to issue
more  than  20%  of  its  common  stock  to  Dutchess.

     NOW,  THEREFORE,  in consideration of the premises and mutual covenants and
agreements  set  forth  herein  and  in  reliance  upon  the representations and
warranties  contained  herein, the parties hereto covenant and agree as follows:

1.     Additional  Paragraph.  All of the Previous Agreements are hereby amended
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to add the following paragraph to each of the Previous Agreements, and effective
as  of  the  same  date  and  time  of  their  original  execution:

"SUPERSEDING  CLAUSE.  Not withstanding anything else herein or contained in any
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agreement  with Hyperdynamics entered into with Dutchess on August 11 and/or 12,
2005,  under no circumstances shall Hyperdynamics be required to issue more than
an  aggregate  of  8,400,000  shares  of its common stock to Dutchess, or any of
Dutchess's  heirs,  successors  or  assigns,  in  connection  with  the Previous
Agreements, prior to Hyperdynamics obtaining shareholder approval for such stock
issuance."

2.     Other.  In  all  other  respects,  the Previous Agreements are unchanged.
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     IN  WITNESS WHEREOF, the parties hereto have executed or caused this Global
Amendment  to  be  executed  this  _____  day  of  ___________  2005.

HYPERDYNAMICS  CORPORATION
By:
     Kent  Watts,  Chief  Executive  Officer

DUTCHESS  PRIVATE  EQUITIES  FUND,  II,  L.P.
BY  ITS  GENERAL  PARTNER,
DUTCHESS  CAPITAL  MANAGEMENT,  LLC
By: /s/Douglas Leighton
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Douglas  H.  Leighton,  Managing  Member