Exhibit
10.15








First
Amendment to Loan Agreement dated as of February 1, 2009, between Isramco, Inc,
and Naphtha Israel Petroleum Corp., Ltd. ($11.5 million)





FIRST AMENDMENT TO LOAN
AGREEMENT




This
FIRST AMENDMENT TO LOAN AGREEMENT (this “First Amendment”)
executed effective as of February 1, 2009 (the “Effective Date”), is
between ISRAMCO, INC., a
corporation formed under the laws of the State of Delaware, and NAPHTHA ISRAEL PETROLEUM CORP.,
LTD., an Israeli limited company (together with its successors and
assigns “Lender”).




R
E C I T A L S:




A.           Borrower
and Lender are parties to that certain Loan Agreement dated as of February 27,
2007 (the “Loan Agreement”), pursuant to which Lender agreed to make loans to
and extensions of credit on behalf of Borrower; and




B.           Borrower
and Lender desire to amend the Loan Agreement in the particulars hereinafter
provided.




NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:




ARTICLE
V


DEFINITIONS




Section
5.2  Terms Defined
Above .  As
used in this First Amendment, each of the terms defined in the opening paragraph
and the Recitals above shall have the meaning assigned to such terms
therein.




Section 5.3  Terms Defined in Loan
Agreement .  Each
term defined in the Loan Agreement and used herein without definition shall have
the meaning assigned to such term in the Loan Agreement, unless expressly
provided to the contrary.




Section 5.4  Other Definitional
Provisions .




(a)  The words
“hereby”, “herein”, “hereinafter”, “hereof”, “hereto” and “hereunder” when used
in this First Amendment shall refer to this First Amendment as a whole and not
to any particular Article, Section, subsection or provision of this First
Amendment.




(b)  Section,
subsection and Exhibit references herein are to such Sections, subsections and
Exhibits to this First Amendment unless otherwise specified.









ARTICLE
VI


AMENDMENTS TO LOAN
AGREEMENT




Borrower
and Lender agree that the Loan Agreement is hereby amended, effective as of the
Effective Date, in the following particulars.




Section
6.2  Amendments and Supplements
to Definitions .




(a)  The
following term, which is defined in Section 1.17 of the Loan Agreement, is
hereby amended in its entirety to read as follows:




Maturity Date shall
mean, unless the Note is sooner accelerated pursuant to this Agreement, February
26, 2016.




(b)  Article 1
of the Loan Agreement is hereby further amended and supplemented by adding the
following new definition where alphabetically appropriate, which reads in its
entirety as follows:




“First Amendment”
shall mean that certain First Amendment to Loan Agreement dated as of February
1, 2009 between Borrower and Lender.




Section
6.3  Amendment
to Section 2.3 of the Loan Agreement.  The second sentence of
Section 2.3 of the Loan Agreement is hereby amended in its entirety to read as
follows:




The Note
shall be dated as of the Effective Date, and shall provide for six (6) annual
payments of interest on the first, fourth, fifth, sixth, seventh, and eighth
anniversary of the Effective Date until the Maturity Date.




Section
6.4  Amendment to Section 8.1 of the Loan Agreement.  Section 8.1 of the Loan Agreement is amended by replacing the
address of Borrower with the following:




If to the
Borrower, to:





Isramco,
Inc.


4801
Woodway Drive, Suite 100E


Houston,
TX 77056


Telephone
No.:  (713) 621 -3882


Facsimile
No.:  (713) 621 – 3988


e – mail
jayoil@swbell.net





With a
copy to:





Mr. James H. Hutchinson,
III


4801
Woodway Drive, Suite 100E


Houston,
TX 77056


Telephone
No.:  (713) 621 -6785


e –
mail:  jhutchinson@isramco-jay.com










ARTICLE
VII


CONDITIONS




The
enforceability of this First Amendment against Lender is subject to the
satisfaction of the following conditions precedent:




Section 7.2  Loan
Documents .  Lender
shall have received multiple original counterparts, as requested by Lender, of
this First Amendment executed and delivered by a duly authorized officer of
Borrower and Lender.




Section 7.3  Representations and
Warranties .  Except
as affected by the transactions contemplated in the Loan Agreement and this
First Amendment, each of the representations and warranties made by Borrower in
or pursuant to the Loan Documents shall be true and correct in all material
respects as of the Effective Date, as if made on and as of such
date.




Section 7.4  No
Default .  No
Default or Event of Default shall have occurred and be continuing as of the
Effective Date.




Section 7.5  No Change .  No
event shall have occurred since the Closing Date, which, in the reasonable
opinion of Lender, could have a Material Adverse Effect.




Section 7.6  Security
Instruments .  All
of the Security Instruments shall be in full force and effect and provide to
Lender the security intended thereby to secure the Indebtedness, as amended and
supplemented hereby.




Section 7.7  Other Instruments or
Documents .  Lender
or counsel to Lender shall receive such other instruments or documents as they
may reasonably request.




ARTICLE
VIII


MISCELLANEOUS




Section 8.2  Adoption, Ratification and
Confirmation of Loan Agreement .  Each
of Borrower and Lender does hereby adopt, ratify and confirm the Loan Agreement,
as amended hereby, and acknowledges and agrees that the Loan Agreement, as
amended hereby, is and remains in full force and effect.




Section 8.3  Successors and
Assigns .  This
First Amendment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted pursuant to the
Loan Agreement.




Section 8.4  Counterparts; Electronic
Delivery of Signature Pages .  This
First Amendment may be executed by one or more of the parties hereto in any
number of separate counterparts, and all of such counterparts taken together
shall be deemed to constitute one and the same instrument and shall be
enforceable as of the Effective Date upon the execution of one or more
counterparts hereof by Borrower, and Lender.  In this regard, each of
the parties hereto acknowledges that a counterpart of this First Amendment
containing a set of counterpart executed signature pages reflecting the
execution of each party hereto shall be sufficient to reflect the execution of
this First Amendment by each necessary party hereto and shall constitute one
instrument.  Delivery of an executed signature page of this First
Amendment by facsimile or e-mail shall be effective as delivery of an original
executed signature page of this First Amendment.




Section 8.5  Number and
Gender .  Whenever
the context requires, reference herein made to the single number shall be
understood to include the plural; and likewise, the plural shall be understood
to include the singular.  Words denoting sex shall be construed to
include the masculine, feminine and neuter, when such construction is
appropriate; and specific enumeration shall not exclude the general but shall be
construed as cumulative.  Definitions of terms defined in the singular
or plural shall be equally applicable to the plural or singular, as the case may
be, unless otherwise indicated.









Section 8.6  Entire
Agreement .  This
First Amendment constitutes the entire agreement among the parties hereto with
respect to the subject hereof.  All prior understandings, statements
and agreements, whether written or oral, relating to the subject hereof are
superseded by this First Amendment.




Section 8.7  Invalidity .  In
the event that any one or more of the provisions contained in this First
Amendment shall for any reason be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this First Amendment.




Section 8.8  Titles of Articles, Sections
and Subsections .  All
titles or headings to Articles, Sections, subsections or other divisions of this
First Amendment or the exhibits hereto, if any, are only for the convenience of
the parties and shall not be construed to have any effect or meaning with
respect to the other content of such Articles, Sections, subsections, other
divisions or exhibits, such other content being controlling as the agreement
among the parties hereto.




Section 8.9  Governing
Law .  This
First Amendment shall be deemed to be a contract made under and shall be
governed by and construed in accordance with the internal laws of the State of
Texas.




This
First Amendment, the Loan Agreement, as amended hereby, the Note, and the other
Loan Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties.




There are
no unwritten oral agreements between the parties.




IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
Effective Date.







BORROWER:
            
            ISRAMCO,
      INC.By:
              Haim
      Tsuff, Chief Executive Officer





LENDER:
            
            NAPHTHA
      – ISRAEL PETROLEUM CORP., LTD.
              
              By:
              Jackob
      Maimon, Director
              
              
              By:  ______________________________________
              Noa
      Lendner, Authorized Representative