Exhibit 10.7


    Exhbit
      10.7 DECEMBER
      21, 2005 AMENDMENT

     

    DECEMBER
      21, 2005 AMENDMENT

    


    This
      December
      21, 2005 Amendment
      (the"
      Amendment") to the certain Subscription
      Agreement (the "Subscription Agreement") and Investment Agreement (the
      "Investment Agreement") and Debenture Agreement (the "Debenture Agreement"),
      all
      dated August 12, 2005, previously
      entered into ("the Previous Agreements") by and between Hyperdynamics
      Corporation ("Hyperdynamics"), a State of Delaware corporation, and,
Dutchess
      Private Equities Fund II, LP, a Delaware limited partnership, is made on this
      21st day of December 2005. 

    


    WHEREAS,
      it is
      in the best interest of both parties to facilitate (the "Facilitation") the
      filing, review and effectiveness of the Form S-1 Amendment Number 2 to be filed
      in connection with the Previous Agreements.

    


    WHEREAS,
      the
      Facilitation will be furthered by amending the Previous Agreements.

    


    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.

            	
              Amendment
                to Subscription Agreement.
                The Subscription Agreement is hereby amended to DELETE in its entirety
                the
                final paragraph of its Section
                3v. as follows:

            


    

    


    The
      DELETION in its entirety of the following final paragraph of its Section
      3v. of the Subscription Agreement:

    


    "Upon
      receipt by the Company of an aggregate amount of one million ($1,000,000) in
      financing ("Threshold Amount") from Holder or another source, including exercise
      of any existing Warrants , the Company shall pay back one hundred percent (100%)
      of the amount above the Threshold Amount to the Redemption of the Debenture.
      The
      payment shall be made regardless of whether a Payment is due at the time the
      Company reach the Threshold Amount, and for each financing." 

    


    This
      DELETION results in Section
      3v.
      of the
      Subscription Agreement as amended reading in its entirety as
      follows:

    


    "3v.
      Additional Financings. The Company shall not, directly nor indirectly, without
      the prior written consent of Holder, offer, sell, grant any option to purchase,
      or otherwise dispose of (or announce any offer, sale, grant or any option to
      purchase or other disposition) any of its Common Stock or securities convertible
      into Common Stock, or file any registration statement, including those on Form
      S-8, for any securities (a "SUBSEQUENT FINANCING") for a period of 360 (three
      hundred and sixty) days after the Effective Date. ("Lock Up
      Period").

    


    During
      the twelve (12) month period following Closing, or if there is any

    outstanding
      balance on the Debentures, the Holder shall retain a first right of refusal
      for
      any additional financings. The Company must submit to the Holder a duly
      authorized term sheet of the financing and the Holder may elect, in writing
      within five (5) days, to exercise its right to finance the Company upon the
      same
      terms and conditions. In the event the Holder chooses not to complete such
      financing, the Company may proceed with the proposed third-party financing
      on
      the same terms and conditions as contained in the notice to Holder. The Company
      will file within three (3) business days any necessary documentation required
      by
      the SEC to reflect the Holder's new position."

    


    
      	
              2.

            	
              Amendment
                to Investment Agreement.
                The Investment Agreement is hereby amended to DELETE in its entirety
                its
                Section 4(V).

            


    

    


    
      	
              3.

            	
              Amendment
                to Debenture
                Agreement.
                The
                Debenture
                Agreement is hereby amended to DELETE in its entirety its Article
                17.

            


    

    


    
      	
              4.

            	
              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 Amendment to be executed this 21st
      day of December 2005.

    


    


    


    


    Hyperdynamics
      Corporation

    By:
      /s/Kent Watts

    Kent
      Watts, CEO

     

    DUTCHESS
      PRIVATE EQUITIES FUND II, L.P. 

    BY
      ITS GENERAL PARTNER, 

    DUTCHESS
      CAPITAL MANAGEMENT, LLC 

    By:/s/Douglas
      H. Leighton

     

    Douglas
      H. Leighton, Managing Member