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EXHIBIT 10.1



MA'ANIT-JOSEPH LICENSE



 

The pages which follow are free translations from the Hebrew of the documents setting forth the granting of License No. 298 / "Ma'anit-Joseph":



Document A:  Original License 298 "Ma'anit" granted on May, 2000.  



Document B:  Cover letter dated January 1, 2003 from the Commissioner of Petroleum Affairs changing the name to "Ma'anit-Joseph" and extending the term of the license.



Document C:  Notice dated January 1, 2003 from the Minister of National Infrastructures officially changing the boundaries of the License.



Document D:  Official notice and annex dated January 1, 2003 from the Commissioner of Petroleum Affairs with the new boundaries. 



Document E:  Extension letter from the Commissioner of Petroleum Affairs setting the new dates by which a drilling contract is to be signed (July 1, 2004) and the first well is to begin (October 1, 2004). 










(Document A)



STATE OF ISRAEL



LICENSE



License No. 298 / "Ma'anit"



This License is granted to-Zion Oil & Gas, Inc. - 100%



This License is granted--with respect to the area described in the first Annex



This License is granted-subject to the provisions of the Petroleum Law, 5712-1952, and the Regulations issued pursuant thereto, and to the special conditions detailed in the Secon Annex.  The first and Second Annex are an integral part of this License.



Granted in Jerusalem, on-26 Nissan, 5770  May 1, 2000.



 

s/Dr. Yehezkel Drukman

Dr, Yehezkel Drukman

Commissioner of Petroleum Affairs



 

 

This License was registered in the Petroleum Registry on 26 Nissan, 5770  May 1, 2000.








STATE OF ISRAEL



License No. 298 / "Ma'anit"



F I R S T   A N N E X



Description of the Area



From N.Z. 148.0/212.0 thence East

To N.Z. 158.0/212.0 thence North-East

To N.Z. 162.0/216.0 thence East

To N.Z. 169.1/216.0 thence South-West along the green line

To N.Z. 155.7/204.0 thence West

To N.Z. 148.0/204.0 thence North and back.

To N.Z. 148.0/212.0



(The coordinates are based on the Israeli Grid.)

Total area is 115,200 Dunam (115.2 square kilometers)



The area of the License is defined by the N.Z. grid points stated above.  In the event of a discrepancy between maps submitted by the Licensee and the above description, the N.Z. grid points control.  



Granted in Jerusalem on  

26 Nissan 5760

1st May 2000



s/Dr. Yehezkel Drukman

Dr. Yehezkel Drukman

Commissioner of Petroleum Affairs








STATE OF ISRAEL



License No. 298 / "Ma'anit"



S E C O N D    A N N E X



SPECIAL CONDITIONS



During the period of the License, the Licensee shall conduct the following work program:





	Execution of a contract with a geophysical contractor for a new seismic survey within one month of granting of the License.


	Execution and processing of a new seismic survey of at least 15 kilometers and the re-processing of about 40 kilometers of existing seismic lines and the submission of a report within 6 months of the granting of the License.


	Preparation of a drilling prospect and execution of a contract with a drilling contractor within 12 months of the granting of the License.


	Commencement of a well to the Jurassic and Triassic formations, not later than 18 months from the granting of the License.


	Presentation of a continuation exploration program not later than 4 months following the completion of the well, or relinquishment of the License.



No originl geophysical materials, magnetic tapes etc. shall be taken out of the country, rather copies only. 



Granted in Jerusalem on 

26 Nissan 5760

1st May 2000



s/Dr. Yehezkel Drukman

Dr. Yehezkel Drukman

Commissioner of Petroleum Affairs








(Document B)



STATE OF ISRAEL

MINISTRY OF NATIONAL INFRASTRUCTURES



 

Petroleum Unit

27 Tevet 5763

1 January 2003



Neft 483-2002



To

Mr. Elisha Roih

Zion Oil & Gas, Inc.

Ya'acov Meridor 23/11

Tel Aviv - 69411



Dear Sirs,



Re:Extension of Term of License 298/"Ma'anit - Joseph"



Pursuant to Section 65 of the Petroleum Law, 5712-1952, please take notice that I have extended the term of License 298/"Ma-anit" to 21 Nissan 5765 (30 April 2005).



Please note also that at your Company's request, I have changed the name of the License to "Ma'anit-Joseph".



In the extended term, the Company shall implement the following work program:


1.The prospects that were prepared in the context of the Ma'anit License and Joseph Preliminary Permit shall be ranked and the first prospect to be drilled shall be chosen.



2.Not later than July 1, 2004, the Licensee shall commence a well to a depth of at least 4,000 meters.



3.Not later than April 1, 2004, the Licensee shall sign a contract with a drilling contractor for drilling the well.  A copy shall be presented to Petroleum Commission.





Very truly yours,



/s/---



Dr. Yehezkel Druckman

Commission of Petroleum Affairs








 

(Document C)



MINISTER OF NATIONAL INFRASTRUCTURES



Notice in the Matter of Change in

Boundaries of a Petroleum License

pursuant of the Petroleum Law, 5712-1952



 

I hereby give notice that, in accordance with my authority pursuant to section 49 of the Petroleum Law, 5712-1952, and following consultation with the Petroleum Commission, on 27 Tevet 5763 (1 January 2003), I amended the boundaries of License 298/"Ma'anit" such that its new boundaries on the New Israeli grid are as follows:




	
From 
	
N.Z.
	
187.200/687.000
	
thence North

	
To
	
N.Z.
	
187.000/698.000
	
thence North-East along the Mediterranean Sea coast 

	
To
	
N.Z.
	
188.500/704.000
	
thence North-East

	
To
	
N.Z.
	
194.400/711.000
	
thence East

	
To
	
N.Z.
	
204.000/711.000
	
thence North-East

	
To
	
N.Z.
	
208.000/712.000
	
thence East

	
To
	
N.Z.
	
210.000/712.000
	
thence North East

	
To
	
N.Z.
	
213.000/715.000
	
thence East

	
To
	
N.Z.
	
218.000/715.000
	
thence South-West along the Green Line

	
To
	
N.Z.
	
207.400/707.000
	
thence South-West

	
To
	
N.Z.
	
203.000/704.000
	
thence South-West

	
To
	
N.Z.
	
200.000/687.000
	
thence West

	
To
	
N.Z.
	
197.000/687.000
	
thence South

	
To
	
N.Z.
	
197.000/686.000
	
thence South-West

	
To
	
N.Z.
	
194.000/684.000
	
thence North-West

	
To
	
N.Z.
	
181.200/687.000
	
thence West and back

	
To
	
N.Z.
	
187.200/687.000
	 






Total approximately 387,700 dunam.



 

	
/s/-

Ephraim Eitam

Minister of National Infrastructures






 

 

27 Tevet 5763

1st January 2003




(Document D)



STATE OF ISRAEL

MINISTRY OF NATIONAL INFRASTRUCTURES



 

Notice in the Matter of Extension of Term of 

a Petroleum Right under the 

Petroleum Law, 5712-1952

____________



 

 

In accordance with section 65 of the Petroleum Law, 5712-1952, I give notice that I have extended the term of License 298/"Ma'anit"  through 21 Nissan 5765 (30 April 2005).



At the request of the Company, I have changed the name of the License to "Ma'anit - Joseph".



/s/ ----

Yehezkel Druckman

Commissioner of Petroleum Affairs



27 Tevet 5763

1 January 2003






 

 

STATE OF ISRAEL



License No. 298/"Ma'anit - Joseph" 

(following amendment of boundaries)



 

FIRST ANNEX



 

Description of the Area



 


	
From 
	
N.Z.
	
187.200/687.000
	
thence North

	
To
	
N.Z.
	
187.000/698.000
	
thence North-East along the Mediterranean Sea coast 

	
To
	
N.Z.
	
188.500/704.000
	
thence North-East

	
To
	
N.Z.
	
194.400/711.000
	
thence East

	
To
	
N.Z.
	
204.000/711.000
	
thence North-East

	
To
	
N.Z.
	
208.000/712.000
	
thence East

	
To
	
N.Z.
	
210.000/712.000
	
thence North-East

	
To
	
N.Z.
	
213.000/715.000
	
thence East

	
To
	
N.Z.
	
218.000/715.000
	
thence South-West along the Green Line

	
To
	
N.Z.
	
207.400/707.000
	
thence South-West

	
To
	
N.Z.
	
203.000/704.000
	
thence South-West

	
To
	
N.Z.
	
200.000/687.000
	
thence West

	
To
	
N.Z.
	
197.000/687.000
	
thence South

	
To
	
N.Z.
	
197.000/686.000
	
thence South-West

	
To
	
N.Z.
	
194.000/684.000
	
thence North-West

	
To
	
N.Z.
	
181.200/687.000
	
thence West and back

	
To
	
N.Z.
	
187.200/687.000
	 





Total area of 387,700 Dunam (387.7km2).

The coordinates are based on the New Israeli Grid.







The area of the License is defined by the N.Z. grid points stated above. In the event of a discrepancy between maps submitted by the Licensee and the above description, the N.Z. grid points control.



 

Granted in Jerusalem on27 Tevet 5763    

1st January 2003



 

 

	
/s/-

Dr. Yehezkel Druckman

Commissioner of Petroleum Affairs











(Document E)



STATE OF ISRAEL

MINISTRY OF NATIONAL INFRASTRUCTURES



Petroleum Unit

16 Shevat 5764

8 February 2004



Neft 36-2004



To:

Mr. Philip Mandelker, Adv.

Zion Oil & Gas, Inc.

Adam Law Offices

3 Daniel Frisch St.

Tel-Aviv 64731



Dear Mr. Mandelker,



Re: License 298 / "Ma'anit - Joseph"



In light of your February 3, 2004 letter in which you detailed the bureaucratic delays being experienced in approval of the public issuance of the Company's shares, I defer the implementation of the work program by three months.



Accordingly, your client will be required to present to the Petroleum Commissioner a contract with a drilling contractor no later than July 1, 2004 and commence the drilling of a well to Triassic formations no later than October 1, 2004.



Very truly yours,



 

s/Dr. Yehezkel Drukman

Dr. Yehezkel Druckman

Commissioner of Petroleum Affairs



cc: Mr. Elisha Roih