Exhibit  10.1

Stock  Option  Plan


                            HYPERDYNAMICS CORPORATION
                                STOCK OPTION PLAN

     1.     Purpose.  The  purpose  of the Stock Option Plan (this "Plan") is to
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provide  a  means  whereby  selected  employees,  directors,  officers,  agents,
consultants and advisors of HyperDynamics Corporation (the "Company"), or of any
parent  or  subsidiary  thereof,  may  be granted incentive stock options and/or
nonqualified stock options to purchase the Common Stock of the Company, provided
that  bona  fide  services shall be rendered by consultants or advisors and such
services  must  not  be  in connection with the offer or sale of securities in a
capital-raising  transaction. Further this Plan is to provide a means to attract
and  retain  the  services  or  advice  of  such employees, directors, officers,
agents,  consultants,  advisors and independent contractors and to provide added
incentive  to  such  persons  by  encouraging  stock  ownership  in the Company.

     2.     Definitions.   The  following  definitions shall apply to this Plan:
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     (a)  "Board"  means  the  board  of  directors  of  the  Company.

     (b)  "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

     (c)  "Committee"  means  the  Compensation Committee consisting of three or
          more persons appointed by the Board. If no Committee is appointed, the
          term  "Committee" means the Board, except in those instances where the
          text  clearly  indicated  otherwise.

     (d)  "Common  Stock"  means the Common Stock, par value $0.001 per share of
          the  Company  or  such other class of shares or securities as to which
          the  Plan  may  be  applicable,  pursuant  to  Section  12  herein.

     (e)  "Company"  means  HyperDynamics  Corporation,  a Delaware Corporation.

     (f)  "Continuous  Service"  means  the  absence  of  any  interruption  or
          termination of employment with or service to the Company or any parent
          or subsidiary of the Company that now exists or hereafter is organized
          or  acquired  by or acquires the Company. Continuous Service shall not
          be  considered  interrupted in the case of sick leave, military leave,
          or  any  other leave of absence approved by the Company or in the case
          of  transfers between locations of the Company or between the Company,
          its  parent,  its  subsidiaries  or  its  successors.

     (g)  "Date  of  Grant"  means  the  date  on  which the Committee grants an
          Option.

     (h)  "Director"  means  any member of the Board of Directors of the Company
          or  any  parent  or  subsidiary  of  the  Company  that  now exists or
          hereafter  is  organized  or  acquired  by  or  acquires  the Company.

     (i)  "Exchange  Act" means the Securities Exchange Act of 1934, as amended.

     (j)  "Employee" means any person employed on an hourly or salaried basis by
          the Company or any parent or subsidiary of the Company that now exists
          or  hereafter  is  organized or acquired by or acquires the Company or
          any  Consultant  or  Advisor who contributes materially to the success
          and  profitability of the Company, provided that the services rendered
          by  the Consultant or Advisor must not be in connection with the offer
          or  sale  of  securities  in  a  capital-raising  transaction.

     (k)  "Fair  Market  Value"  means  (i) if the Common Stock is not listed or
          admitted to trade on a national securities exchange and if bid and ask
          prices  for  the  Common  Stock  are not furnished through NASDAQ or a
          similar  organization,  the value established by the Committee, in its
          sole discretion, for purposes of the Plan; (ii) if the Common Stock is
          listed  or  admitted  to  trade on a national securities exchange or a
          national  market  system,  the  closing  price of the Common Stock, as
          published  in  the Wall Street Journal, so listed or admitted to trade
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          on  such  date  or, if there is no trading of the Common Stock on such
          date, then the closing price of the Common Stock on the next preceding
          day  on which there was trading in such shares; or (iii) if the Common
          Stock  is  not  listed  or  admitted to trade on a national securities
          exchange or a national market system, the mean between the bid and ask
          price  for the Common Stock on such date, as furnished by the National
          Association  of  Securities  Dealers, Inc. through NASDAQ or a similar
          organization  if  NASDAQ  is  no longer reporting such information. If
          trading  in  the stock or a price quotation does not occur on the Date
          of  Grant,  the next preceding date on which the stock was traded or a
          price  was  quoted  will  determine  the  fair  market  value.

     (l)  "Incentive  Stock  Option"  means  a stock option, granted pursuant to
          either  this Plan or any other plan of the Company, that satisfies the
          requirements of Section 422 of the Code and that entitles the Optionee
          to  purchase stock of the Company or in a corporation that at the time
          of  grant of the option was a parent or subsidiary of the Company or a
          predecessor  corporation  of  any  such  corporation.

     (m)  "Nonstatutory  Option"  shall  have  the  meaning as used in Section 8
          herein.

     (n)  "Option"  means  a  stock  option  granted  pursuant  to  the  Plan.


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     (o)  "Option  Period"  means  the period beginning on the Date of Grant and
          ending  on the day prior to the fifth anniversary of the Date of Grant
          or  such  shorter  termination  date  as  set  by  the  Committee.

     (p)  "Optionee"  means  an  Employee  or  Director  who receives an Option.

     (q)  "Parent"  means  any  corporation which owns 50% or more of the voting
          securities  of  the  Company.

     (r)  "Plan"  means  this  Stock  Option  Plan.

     (s)  "Share"  means  the  Common  Stock,  as  adjusted  in  accordance with
          Paragraph  12  of  the  Plan.

     (t)  "Subsidiary"  means  any  corporation  50%  or  more  of  the  voting
          securities of which are owned directly or indirectly by the Company at
          any  time  during  the  existence  of  this  Plan.

     3.     Administration.  This Plan will be administered by the Committee.  A
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majority  of  the  full  Committee  constitutes  a  quorum  for  purposes  of
administering the Plan, and all determinations of the Committee shall be made by
a  majority  of the members present at a meeting at which a quorum is present or
by  the  unanimous,  written  consent  of  the  Committee.

     If  no  Committee  has  been appointed, members of the Board who are either
eligible  for  Options  or  have  been  granted  Options may vote on any matters
affecting  the administration of the Plan or the grant of any Option pursuant to
the  Plan,  except that no such member shall act on the granting of an Option to
himself,  but  any  such member may be counted in determining the existence of a
quorum  at any meeting of the Board during which action is taken with respect to
the  granting  of  Options  to  him.

     The  Committee  has  the exclusive power to select the participants in this
Plan,  to establish the terms of the Options granted to each participant, and to
make  all  other  determinations  necessary  or  advisable  under the Plan.  The
Committee  has  the  sole  and  absolute  discretion  to  determine  whether the
performance  of  an  eligible Employee warrants an award under this Plan, and to
determine  the  amount of the award.  The Committee has full and exclusive power
to  construe  and  interpret  this  Plan,  to  prescribe  and  rescind rules and
regulations  relating  to this Plan, and take all actions necessary or advisable
for  the  Plan's  administration.  Any  such determination made by the Committee
will be final and binding of all persons.  A member of the Committee will not be
liable  for  performing  any  act  or  making  any  determination in good faith.

     4.     Shares Subject to Option.  Subject to the provisions of Paragraph 12
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of  the  Plan,  the  maximum aggregate number of Shares that may be optioned and
sold  under  the  Plan  shall  be  1,620,000.  Such shares may be authorized but
unissued,  or  may  be  treasury  shares.  If  an  Option shall expire or become
unexercisable  for  any  reason  without  having  been  exercised  in  full, the
unpurchased  Shares  that  were subject to the Option shall, unless the Plan has
then  terminated,  be  available  for  other  Options  under  the  Plan.


     5.     Participants.
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     (a)  Eligible  Employees and Directors. Every Employee and Director, as the
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          Committee  in  its  sole  discretion  designates,  is  eligible  to
          participate  in  this  Plan.  The  Committee's award of an Option to a
          participant  in  any  year  does not require the Committee to award an
          Option  to  that  participant  in  any  other  year.  Furthermore, the
          Committee  may  award different Options to different participants. The
          Committee may consider such factors as it deems pertinent in selecting
          participants and in determining the amount of their Option, including,
          without  limitation; (i) the financial condition of the Company or its
          Subsidiaries;  (ii)  expected profits for the current or future years;
          (iii)  the  contributions  of  a  prospective  participants  to  the
          profitability and success of the Company or its Subsidiaries; and (iv)
          the  adequacy  of  the  prospective  participant's other compensation.
          Participants  may  include  persons  to  whom stock, stock options, or
          other  benefits  previously were granted under this or another plan of
          the  Company  or any Subsidiary, whether or not the previously granted
          benefits  have  been  fully  exercised.

     (b)  No  Right  of  Employment. An Optionee's right, if any, to continue to
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          serve  the  Company  and  its  Subsidiaries as an Employee will not be
          enlarged  or  otherwise  affected  by his designation as a participant
          under this Plan, and such designation will not in any way restrict the
          right  of  the  Company  or  any  Subsidiary,  as  the case may be, to
          terminate  at  any  time  the  employment  of  any  participant.

     (c)  Eligible  Consultants.  From  time  to  time  the Committee may select
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          certain  consultants  as  eligible  for  the  Plan.


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     6.     Option  Requirements.  Each  Option  granted  under  this Plan shall
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satisfy  the  following requirements.

     (a)  Written  Option.  An Option shall be evidenced by a written instrument
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          specifying  (i)  the  number  of  Shares  that may be purchased by its
          exercise, (ii) the intent of the Committee as to whether the Option is
          to  be  an  Incentive Stock Option or a Nonstatutory Option, and (iii)
          such  terms  and  conditions consistent with the Plan as the Committee
          shall  determine.

     (b)  Duration  of  Option.  Each  Option  may  be exercised only during the
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          Option  Period  designated for the Option by the Committee. At the end
          of  the  Option  Period  the  Option  shall  expire.

     (c)  Option  Exercisability.  Unless otherwise provided by the Committee on
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          the grant of an Option, each Option shall be exercisable only as to no
          more  than  one-fourth  of  the  total number of shares covered by the
          Option  during  each  twelve-month period commencing immediately after
          the  date  the  Option  is  granted. Notwithstanding the foregoing, an
          Option  is  exercisable only if the issuance of Shares pursuant to the
          exercise  would  be  in compliance with applicable securities laws, as
          contemplated  by  Section  10 of this Plan. To the extent an Option is
          either  unexercisable  or  unexercised,  the unexercised portion shall
          accumulate  until the Option both becomes exercisable and is exercised
          but  in  no  case beyond the date that is five years from the date the
          Option  is  granted.

     (d)  Acceleration  of  Vesting.  Subject to the provisions of Section 7(b),
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          the  Committee  may,  in  its  discretion, provide for the exercise of
          Options  either as to an increased percentage of shares per year or as
          to  all remaining shares. Such acceleration of vesting may be declared
          by  the  Committee  at  any  time before the end of the Option Period,
          including,  if  applicable,  after  termination  of  the  Optionee's
          Continuous  Service  by  reason  of  death,  disability, retirement or
          termination  of  employment.

     (e)  Option  Price.  Except  as  provided in Section 7(a) and 8, the Option
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          price  of each Share subject to the Option shall equal the Fair Market
          Value  of  the Share on the Option's Date of Grant, amd except further
          that  for  Options  granted  to  consultants, advisors and independent
          contractors,  the  exercise price of each option may be less than Fair
          Market  Value  as  determined  by  the  Committee.

     (f)  Termination of Services. If the Optionee ceases Continuous Service for
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          any reason other than death, disability, or retirement on or after age
          65  of  the  Optionee,  all  Options  held by the Optionee shall lapse
          immediately  following  the  last day that the Optionee is employed by
          the  Company, on the effective date of the termination of his services
          to  the  Company. On the grant of an Option, the Committee may, in its
          discretion,  extend  the time during which the Option may be exercised
          after  termination of services. Any such Option shall lapse at the end
          of  the  period  established  by  the  Committee  for  exercise  after
          termination  of  services.  The  Option  may  be  exercised  on  such
          termination date, subject to any adjustment under Section 6(d) and 12.

     (g)  Death.  In  the  case  of  death  of  the  Optionee, the beneficiaries
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          designated  by  the  Optionee  shall have one year from the Optionee's
          demise  or  to  the end of the Option Period, whichever is earlier, to
          exercise  the  Option,  provided, however, the Option may be exercised
          only  for  the number of Shares for which it could have been exercised
          at  the  time  the  Optionee  died,  subject  to  any adjustment under
          Sections  6(d)  and  12.

     (h)  Retirement.  If the Optionee retires on or after attaining age 65, the
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          Option  shall  lapse at the earlier of the end of the Option Period or
          three  months  after  the  date  of retirement; provided, however, the
          Option  can  be  exercised  only for the number of Shares for which it
          could  have  been  exercised  on  the  retirement date, subject to any
          adjustment  under  Sections  6(b)  and  12.

     (i)  Disability.  In  the event of termination of Continuous Service due to
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          total  and  permanent disability (within the meaning of Section 422 of
          the  Code),  the  Option  shall lapse at the earlier of the end of the
          Option  Period  or  twelve  months after the date of such termination,
          provided,  however,  the  Option  can  be  exercised  at  the time the
          Optionee  became  disabled,  subject  to any adjustment under Sections
          6(d)  and  12.

     7.     Incentive  Stock  Options.  Any  Options  intended  to qualify as an
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Incentive  Stock  Option shall satisfy the following requirements in addition to
the  other  requirements  of  the  Plan:


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     (a)  Ten  Percent  Shareholders.  An  Option  intended  to  qualify  as  an
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          Incentive  Stock  Option  granted to an individual who, on the Date of
          Grant,  owns  stock possessing more than ten (10) percent of the total
          combined voting power of all classes of stock of either the Company or
          any  parent  or Subsidiary, shall be granted at a price of 110 percent
          of  Fair Market Value on the Date of Grant and shall be exercised only
          during  the  five-year period immediately following the Date of Grant.
          In calculating stock ownership of any person, the attribution rules of
          Section  425(d)  of  the  Code will apply. Furthermore, in calculating
          stock  ownership,  any  stock  that  the individual may purchase under
          outstanding  options  will  not  be  considered.

     (b)  Maximum  Option Grants. The aggregate Fair Market Value, determined on
          -----------------------
          the  date  of Grant, of stock in the Company exercisable for the first
          time  by any Optionee during any calendar year, under the Plan and all
          other  plans  of the Company or its parent or Subsidiaries (within the
          meaning  of Subsection (d) of Section 422 of the Code) in any calendar
          year  shall  not  exceed  $100,000.00.

     (c)  Exercise  of  Incentive  Stock  Options.  No disposition of the shares
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          underlying an Incentive Stock Option may be made within two years from
          the  Date  of  Grant  nor  within  one year after the exercise of such
          Incentive  Stock  Option.

     8.     Nonstatutory  Options.  Any  Option  not  intended  to qualify as an
            ----------------------
Incentive  Stock  Option  shall  be a nonstatutory Option.  Nonstatutory Options
shall  satisfy  each  of  the  requirements  of  Section  6  of  the  Plan.

     9.     Method  of  Exercise.  An  Option  granted  under this Plan shall be
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deemed  exercised  when  the person entitled to exercise the Option (i) delivers
written notice to the President of the Company of the decision to exercise, (ii)
concurrently  tenders to the Company full payment for the Shares to be purchased
pursuant  to  the  exercise,  and  (iii)  complies  with  such  other reasonable
requirements  as the Committee establishes pursuant to paragraph 11 of the Plan.
During  the  lifetime  of the Employee to whom an Option is granted, such Option
may  be  exercised  only  by  him.  Payment  for Shares with respect to which an
Option  is  exercised  may  be  in  cash,  or  by  certified check, or wholly or
partially  in  the  form of Common Stock having a fair market value equal to the
Option  Price.  No  person will have the rights of a shareholder with respect to
Shares  subject  to  an  Option  granted  under this Plan until a certificate or
certificates  for  the  Shares  have  been  delivered  to  him.

     An  Option  granted  under  this Plan may be exercised in increments of not
less  than  10% of the full number of Shares as to which it can be exercised.  A
partial exercise of an Option will not effect the holder's right to exercise the
Option from time to time in accordance with this Plan as to the remaining Shares
subject  to  the  Option.

     10.     Taxes,  Compliance  with  Law;  Approval of Regulatory Bodies.  The
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Company,  if  necessary  or desirable, may pay or withhold the amount of any tax
attributable  to  any Shares deliverable or amounts payable under this Plan, and
the  Company may defer making delivery or payment until it is indemnified to its
satisfaction  for the tax.  Options are exercisable, and Shares can be delivered
and  payments  made  under  this  Plan,  only  in compliance with all applicable
federal and state laws and regulations, including, without limitation, state and
federal  securities  laws,  and  the  rules  of all stock exchanges on which the
Company's  stock is listed at any time.  An Option is exercisable only if either
(i) a registration statement pertaining to the Shares to be issued upon exercise
of  the  Option has been filed with and declared effective by the Securities and
Exchange  Commission  and  remains effective on the date of exercise, or (ii) an
exemption  from  the  registration requirements of applicable securities laws is
available.  This  plan  does  not  require  the  Company,  however, to file such
registration  statement  or  to assure the availability of such exemptions.  Any
certificate  issued  to  evidence  Shares  issued  under  the Plan may bear such
legends  and  statements, and shall be subject to such transfer restrictions, as
the  Committee  deems advisable to assure compliance with federal and state laws
and  regulations and with the requirements of this Section 10 of the Plan.  Each
Option may not be exercised, and Shares may not be issued under this Plan, until
the  Company  has  obtained  the  consent  or approval of every regulatory body,
federal  or  state,  having jurisdiction over such matter as the Committee deems
advisable.

     Each  Person  who  acquires  the  right to exercise an Option by bequest or
inheritance  may  be required by the Committee to furnish reasonable evidence of
ownership  of  the  Option  as  a  condition  to his exercise of the Option.  In
addition,  the  Committee  may  require  such  consents  and  release  of taxing
authorities  as  the  Committee  deems  advisable.

     11.     Assignability.  An  Option  granted  under  this  Plan  is  not
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transferable except by will or the laws of descent.


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     12.     Adjustment  Upon  Change  of  Shares.  If a reorganization, merger,
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consolidation,  reclassification,  recapitalization,  combination or exchange of
shares,  stock  split,  stock  dividend,  rights offering, or other expansion or
contraction  of  the Common Stock of the Company occurs, the number and class of
Shares  for  which  Options  are  authorized  to be granted under this Plan, the
number and class of Shares then subject to Options previously granted under this
Plan,  and  the price per Share payable upon exercise of each Option outstanding
under  this  Plan  shall  be equitably adjusted by the Committee to reflect such
changes.  To  the  extent deemed equitable and appropriate by the Board, subject
to  any  required  action  by  shareholders,  in  any  merger,  consolidation,
reorganization,  liquidation  or  dissolution, any Option granted under the Plan
shall  pertain  to  the  securities  and other property to which a holder of the
number  of  Shares  of  stock  covered by the Option would have been entitled to
receive  in  connection  with  such  event.

     13.     Liability  of  the  Company.  The  Company,  its  parent  and  any
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Subsidiary  that  is in existence or hereafter comes into existence shall not be
liable  to  any  person for any tax consequences expected but not realized by an
Optionee  or  other  person  due  to  the  exercise  of  an  Option.

     14.     Expenses  of  Plan.  The  Company  shall  bear  the  expenses  of
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administering the Plan.

     15.     Duration  of  Plan.  Options  may  be  granted under this Plan only
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within 10 years from the effective date of this Plan.

     16.     Amendment  of  Plan.  This  Plan  may  be amended by  the Committee
             --------------------
in accordance with the provisions of Paragraph 3.

     17.     Applicable  Law.  The  validity, interpretation, and enforcement of
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this  Plan are governed in all respects by the laws of  Delaware  and the United
States of America.


     18.     Effective  Date.  The  effective  date of this Plan shall be May 7,
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1997.


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