Unassociated Document


    


    


    EXHIBIT
10.2

    


    PROTOCOL
No.2

    


    Zion
Oil & Gas Inc.

    &

    Aladdin
Middle East Ltd.

    


    


    This
“PROTOCOL NO.2” made and entered into as of 7 December 2008 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 15
Bareket St. North Industrial Park Caesarea, 38900, Israel (hereinafter referred
to as the “Operator”),

    


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

    


    Each of
“Operator” and “Contractor” shall hereinafter be individually 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 (hereinafter referred to as the
“Contract”), a Protocol with respect to the Contract dated June 18, 2008, and an
Amendment to Protocol dated July 31, 2008

    


    WHEREAS,
Contractor desires to purchase additional equipment for the drilling work which
is the subject matter of the Contract through the assistance of the
Operator,

    


    NOW,
THEREFORE, in consideration of the premises and the mutual covenants, agreements
and obligations herein contained and to be performed, IT IS AGREED by and
between the Parties AS FOLLOWS:

    


    
      	
              1.0

            	
              DEFINITIONS

            


    

    


    All terms
used in this Protocol No.2 shall have the same meaning as in the Contract,
unless otherwise defined in Protocol No.2.

    


    
      	
              2.0

            	
              SUBJECT

            


    

    


    The
subject of this Protocol No.2 is the determination of the terms and conditions
of the purchase of the drilling pipes (hereinafter referred to as the “DP”)
which are fully described in Annex-1 attached hereto.

    


    


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              3.0

            	
              TERMS
      AND CONDITIONS

            


    

    


    
      	
               

            	
              3.1

            	
              Operator
      shall purchase the DP for Contractor at USD 1,134,787.50
      (hereinafter referred to as the “Price”) and Contractor shall reimburse
      such Price to Operator as follows:

            


    

    


    
      	
               
      

            	
               3.1.1.

            	
              Part A: USD
      200,000 out of the
      Price shall be deemed to be reimbursed to Operator by Contractor as a
      result of deducting Part A from the Mobilization Fee payment as described
      in Article 802 (c) of the Contract to be due to Contractor under the
      Contract;

            


    

    


    
      	
               
      

            	
               3.1.2.

            	
              Part B: :
      Remainder USD 934,787.50 shall be
      deducted from the monthly invoices to be issued by the Contractor in
      accordance with the Contract, in percentages as
  follows;

            


    

    


    
      	
               
      

            	
              (i)

            	
              30%
      (thirty percent) from the second month’s invoice after the Commencement
      Date,

            


    

    
      	
               
      

            	
              (ii)

            	
              30%
      (thirty percent) from the third month’s invoice after the Commencement
      Date,

            


    

    
      	
               
      

            	
              (iii)

            	
              40%
      (forty percent) from the fourth month’s invoice after the Commencement
      Date.

            


    

    


    
      	
               
      

            	
              3.1.3.

            	
              In
      case there still exists an amount out of the Price not covered by the
      deductions made in accordance with Sub-article 3.1.2 above, such uncovered
      amount shall be deducted from the Demobilization Fee to be paid to
      Contractor in accordance with the
Contract.

            


    

    


    
      	
               
      

            	
              3.2

            	
              USD
      125,000 that is deducted from the Demobilization Fee (which fee is reduced
      to USD 550,000 from USD 675,000 by the “Amendment No.1 to the
      International Daywork Drilling Contract-Land” dated 7 Dec 08
      [hereinafter referred to as the “Amendment”]) in the Contract by the
      Amendment, shall not be deemed to constitute a part of payment under this
      Article 3.1. of Protocol No.2. Whereas it is the understanding and intent
      of the Parties for such USD 125,000 to be deducted from the Demobilization
      Fee in order to cover the cost of Operator for the payment made by
      Operator for the purchase of the
DP.

            


    

    


    
      	
               
      

            	
              3.3

            	
              Upon
      the completion of the payments in accordance with the terms hereinabove
      and within 15 (fifteen) days upon the written request of Contractor,
      Operator shall issue Contractor proper commercial invoice and legally
      required shipping, exportation and importation documentation for the
      DP.

            


    

    
      	
               
      

            	
              3.4

            	 


    

    


    


    


    


    


    


    


    


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              4.0

            	
              GENERAL

            


    

    


    Unless
otherwise stated in this Protocol No.2, general terms and conditions of the
Contract applicable to this Protocol No.2 shall be applied hereto
also.

    


    
      	
              5.0

            	
              EXECUTION
      AND EFFECTIVE DATE

            


    

    


    This
Protocol consists of 5 (five) articles, 2(two) pages and is executed in 2(two)
original copies and entered into effect by and between the Parties, on the day
and year first written above.

    


    APPENDICES

    


    1- DP
specifications

    


    /s/
Richard J.
Rinberg                                                                                                           /s/
Huseyin Cetin Mumcuoglu

    


    For and
On Behalf
of                                                                                                           For
and On Behalf of

    
 

    ZION
OIL &GAS
INC.                                                                                       ALADDIN
MIDDLE EAST LTD

    Richard
J.
Rinberg                                                                                                Huseyin
Cetin Mumcuoglu

    Chief
Executive
Officer                                                                                                General
Manager

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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