Unassociated Document


    
      


      EXHIBIT
10.1

      


      AMENDMENT
NO. 4 TO THE INTERNATIONAL DRILLING CONTRACT-LAND

      


      


      This
AMENDMENT NO. 4 TO THE INTERNATIONAL DRILLING CONTRACT-LAND (hereinafter
referred to as “Amendment No. 4”) is made and entered into as of April 23rd,
2010 (hereinafter referred to as the “Effective Date of Amendment No.4”) by and
between:

      


      - ZION
OIL & GAS INC., a corporation organized under the laws of State of Delaware
USA having offices at 6510 Abrams Road, Suite 300 Dallas, Texas 75231 USA and at
15 Bareket St. North Industrial Park Caesarea, 38900, Israel (hereinafter
referred to as “Operator”), and

      


      - ALADDIN
MIDDLE EAST LTD., a corporation organized under the laws of State of Delaware
USA having offices at 123 South Market, Wichita Kansas 67202 USA and at Sogutozu
Caddesi No: 23 Balgat 06520 Ankara, Turkey (hereinafter referred to as
“Contractor”).

      


      Each of
“Operator” and “Contractor” shall sometimes hereinafter individually be referred
to as a “Party”, and collectively as the “Parties”.

      


      WHEREAS,
Operator and Contractor entered into an International Daywork Drilling
Contract-Land dated September 12, 2008, as amended by Amendment No. 1 dated
December 7, 2008, Amendment No. 2 dated April 13, 2009, and Amendment No.3 dated
December 17, 2009 (as so amended or modified the “Contract”) and a Protocol with
respect to the Contract dated June 18, 2008, an Amendment to Protocol dated July
31, 2008, and a Protocol No. 2 dated December 7, 2008;

      


      WHEREAS,
Article 201 of the Contract provides that the term of the Contract shall be for
a period of drilling at least one exploration well or an additional well to be
mutually agreed by the Parties, unless terminated in accordance with Article 202
of the Contract;

      


      WHEREAS,
to date the Contractor has drilled the 'Ma'anit-Rehoboth #2' and the
'Elijah #3' wells of Operator;

      


      WHEREAS,
Operator now desires to have one more well (the ‘Ma'anit-Joseph #3’ well -
hereinafter the “Well”) drilled by Contractor, and Contractor desires to drill
such Well for Operator all in accordance with the terms and conditions of the
Contract except as otherwise agreed in this Amendment No.4;

      


      WHEREAS,
Parties wish to extend the term of the Contract defined in Article 201 of the
Contract to apply to the Well;

      


      NOW
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Amendment No. 4 and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree to
amend the Contract as follows:

      


      1.
DEFINITIONS

      


      All terms
in this Amendment No. 4 shall have the same meaning as in the Contract, unless
otherwise defined in this Amendment No. 4.

      


      2.
TERM OF THE CONTRACT

      


      The
Parties hereby agree to extend the term of the Contract for the period necessary
to drill the Well to a depth of 5,900 meters and complete any workover of the
Well as may be determined by the Operator.

       

      
        
           

        

        
           

          
          

        

        
           

        

      

      
 

      If for
any reason whatsoever the Operator is unable to proceed or continue with
drilling of the Well, the Operator is entitled to terminate the Contract
forthwith upon notice to the Contractor.

      


      3. TAXES

      


      Article
608 of the Contract is hereby deleted in full and shall be read in its entirety
as follows:

      


      “608 TAXES

      


      Contractor
agrees to prepare and timely file all required income or other tax returns or
declarations required by the government of the area where the Drilling Rig
operates.”

      


      The
Parties declare that this amendment to Article 608 shall not apply retroactively
and all rights and obligations of the parties accruing prior to this date under
Article 608 shall remain in full force and effect.

      


      4.
STANDBY RATE & SET OFF

      


      (a)              The
Parties agree that until the Operating Rate or Moving Fee shall become
applicable with respect to the Well (the “Commencement Date”), the Standby
without Crew Rate shall be paid by Operator to the Contractor as of the
Effective Date of Amendment No.4.

      


      (b)           Notwithstanding
that there has not occurred a demobilization of the Drilling Rig, the Operator
has paid the Demobilization Fee in full as noted in Amendment No. 3. Therefore,
the Parties hereby agree that the Operator will be entitled, at a
mutually agreed future time, to set off or otherwise recover
the sum of $550,000 paid as the Demobilization Fee.

      


      (c
)              Provided
that the Commencement Date of the Well has not occurred, prior to initial
payment to Contractor for the purchase of the Drilling Rig in accordance with
such terms as shall be agreed pursuant to that certain MOU dated April 9, 2010
between the Parties concerning the establishment of a jointly held drilling
operations entity, the Parties agree that the Standby Rate payable shall
thereafter be reduced in accordance with a mutually agreed amount.

      


      5.
INSURANCE

      


      The
Contractor shall reimburse the Operator, upon demand and evidence of payment,
for any sums expended by Operator for insurance coverage obtained, maintained
and / or paid for by Operator which Contractor was or is obligated for under
Appendix B of the Contract, but which was not obtained or maintained for any
reason whatsoever by the Contractor; provided in all circumstances that
Contractor instructed Operator to obtain and / or maintain such insurance
coverage. Nothing herein shall imply or impose any liability, obligation or
responsibility on Operator to obtain and maintain any insurance imposed on
Contractor under the Contract; and Contractor is not relieved of any such
obligation or responsibility.

      


      On May 6,
2010 the Contractor instructed the Operator to obtain the following insurance
coverage for the drilling rig on Contractor’s behalf: fire, burglary,
earthquake, and natural disaster.

      


      6.  ADVANCE

      


      The
Operator has advanced to the Contractor the sum of $750,000 (the “Advance”). The
Advance shall be applied from time to time until full depletion, to any
subsequent monies due and owing to Operator by the Contractor (other than for
payment of the Standby without Crew Rate prior to the Commencement Date) under
the Contract or otherwise.

      


      7.   SURVIVAL OF TERMS

      


      Unless
otherwise stated in this Amendment No.4, all terms and conditions of the
Contract shall remain in full force and effect.

       

      
        
           

        

        
           

          
          

        

        
           

        

      

      
 

      This
Amendment No.4 shall constitute an integral part of the Contract.

      


      8.
COUNTERPARTS

      


      This
Amendment No. 4 may be executed in multiple counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

      


      


      IN WITNESS WHEREOF, each of
the Parties has caused this Amendment No. 4 to be signed by its duly authorized
officer on date first noted above.

      


      


      
        
          	
                  ZION
      OIL & GAS, INC.

                	
                  ALADDIN
      MIDDLE EAST LTD.

                
	 
      	 
      
	 
      	 
      
	
                  /s/ Richard
      Rinberg                     

                	
                  /s/ Huseyin Cetin
      Mumcuoglu           

                
	
                  Richard
      Rinberg, CEO

                	
                  Huseyin
      Cetin Mumcuoglu,

                
	
                   

                	      
                  General
      Manager