Unassociated Document


    EXHIBIT
10.1

    


    AMENDMENT
NO. 1

    TO
THE  “INTERNATIONAL DRILLING CONTRACT-LAND”

    


    


    This
“AMENDMENT NO.1 TO THE INTERNATIONAL DRILLING CONTRACT-LAND” (hereinafter
referred to as the “Amendment”) 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 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 (hereinafter referred to as the
“Contract”), a Protocol with respect to the Contract dated June 18, 2008 and
Amendment to Protocol dated July 31, 2008.

    


    WHEREAS,
the Parties hereto desire to amend the specific matter regarding the bank letter
of credit in the Contract and effect the amendment as necessary,

    


    NOW
THEREFORE the Parties hereby agree as follows:

    


    
      	
               
      

            	
              1.

            	
              DEFINITIONS

            


    

    


    All terms
in this Amendment shall have the same meaning as in the Contract, unless
otherwise defined in this Amendment.

    


    
      	
               
      

            	
              2.

            	
              SUBJECT
      OF THE AMENDMENT

            


    

    


    Notwithstanding any other provision of
the Contract;

    


    
      	
               
      

            	
              a.

            	
              The
      amount of the Bank Letter of Credit which is USD 675,000 (six hundred and
      seventy-five thousand United States Dollars) and specified in Article 609
      of the Contract shall be amended as “USD 550,000 (five hundred and fifty
      thousand United States Dollars).

            


    

    


    


    


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              b.

            	
              The
      amount of the Demobilization Fee which is USD 675,000 (six hundred and
      seventy-five thousand United States Dollars) and specified in Article 803
      of the Contract shall be amended as 550,000 (Five Hundred and Fifty
      Thousand United States dollars).

            


    

    


    
      	
               
      

            	
              3.

            	
              SURVIVAL
      OF TERMS

            


    

    


    Unless
otherwise stated in this Amendment, all terms and conditions of the
Contract shall be in full force and effect. The terms and conditions of the
Contract shall prevail in the event of any discrepancy or conflict between this
Amendment and the Contract, unless
otherwise agreed in writing mutually by and between the Parties
hereto.

    


    
      	
               
      

            	
              4.

            	
              ENTIRETY

            


    

    


    This
Amendment shall constitute an integral part of the Contract, which shall remain
in full force and effect, as amended.

    


    


    IN WITNESS WHEREOF, Operator
and Contractor have caused this Amendment to be signed in 2 (two) original
copies on the day and year first written above, for and on their behalf by the
signatories hereto who have been fully authorized so to do by Operator and
Contractor respectively.

     

    
      
        	
                ZION
      OIL & GAS INC. 

                (Operator) 

                 

              	 	 	
                ALADDIN
      MIDDLE EAST LTD.

                (Contractor)

              	 
	
                /s/
      Richard J. Rinberg

              	 	 	
                /s/
      Huseyin Cetin Mumcuoglu

              	 
	
                By    :   Richard
      J. Rinberg 

              	 	 	
                By    :  Huseyin
      Cetin Mumcuoglu

              	 
	
                Title
      :    Chief Executive
    Officer  

              	 	 	
                Title
      :  General Manager

              	 


      

    

     

    


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