Unassociated Document


    FIRST AMENDMENT TO THE
CONSULTING AGREEMENT

    


    This FIRST AMENDMENT TO THE CONSULTING
AGREEMENT (“Amendment”) is made and entered into on September 23, 2010 between
Hyperdynamics Corporation (the “Company”) and William A. Young (“Mr.
Young”).  The Company and Mr. Young may be referred to herein
collectively as “Parties” and singularly as “Party”.

    


    WHEREAS,
the Company and Mr. Young executed an Employment Agreement dated November 24,
2009 (“Employment Agreement”);

    


    WHEREAS,
the Company and Mr. Young executed a Consulting Agreement (“Consulting
Agreement”) dated August 10, 2010; and

    


    WHEREAS,
the Company and Mr. Young desire to amend certain provisions of the Consulting
Agreement;

    


    NOW,
THERFORE, in consideration of the mutual promises, warranties and
representations hereinafter set forth, the Parties agree as
follows:

    


    The
following specific revisions shall be made to the Consulting Agreement and shall
be effective as from the date hereof:

    


    
      	
              1.  

            	
              Waiver of
      Notice. The Parties agree to waive the notice provisions contained
      in Article 5 of the Employment
Agreement.

            


    

    


    
      	
              2.  

            	
              Termination of
      Employment.  The Parties agree that Mr. Young’s role as
      Executive Vice President of Commercial Affairs and an officer of
      Hyperdynamics Corporation shall terminate at 11:59PM (Central Daylight
      Time) on October 8, 2010 (unless terminated by either Party prior to such
      time pursuant to the terms of the Employment Agreement).  The
      Employment Agreement and Consulting Agreement shall terminate at such time
      and there will be no conversion to a consultancy role as described in
      Article 1 of the Consulting
Agreement.

            


    

    


    
      	
              3.  

            	
              Entirety of
      Agreement. This Amendment, together with those protions of the
      Employment Agreement and Consulting Agreement which are not in conflict
      and have not been amended, constitutes the entire agreement and
      understanding between the Parties with respect to the subject matter
      hereof.  This Amendment supersedes all prior oral and written
      discussions, agreements and understandings relating to such subject
      matter.

            


    

    
[Signature
Page Follows]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    The
Parties have executed this Amendment to be effective as of the day and year
first above written.

    


    


    
      
        	
                HYPERDYNAMICS
      CORPORATION

              	
                EXECUTIVE
      VICE PRESIDENT OF COMMERCIAL
AFFAIRS

              


      

    

    


    


    
      
        
          	
                  By:
      /s/ Ray Leonard

                	 	
                  /s/ William A. Young

                
	
                  Ray
      Leonard

                	 	
                  William
      A. Young

                
	
                  Chief
      Executive Officer