HYPERDYNAMICS CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>8
<FILENAME>ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
EXHIBIT 10.2 - AMENDMENT NUMBER 1

            AMENDMENT NUMBER ONE TO THAT CERTAIN SECURITIES PURCHASE
            --------------------------------------------------------
                         AGREEMENT DATED JUNE 19, 2006
                         -----------------------------

     This  Amendment  Number  One  to that certain SECURITIES PURCHASE AGREEMENT
DATED  JUNE  19,  2006  (this "Amendment"), is dated June 21, 2006 and is by and
between  Hyperdynamics  Corporation, a Delaware corporation (the "Company"), and
                                                                  -------
Cornell Capital Partners, LP, a Delaware limited partnership (the "Buyer").

     WHEREAS, the American Stock Exchange (the "AMEX") in its review of the June
19, 2006 Securities Purchase Agreement has commented that the concept of a 19.9%
limitation  on  stock  issuances  should  be  added  to  the Securities Purchase
Agreement so as to be clear that the 19.9% limitation covers all securities that
are part of the transaction.

     WHEREAS, it is in the best interests of the parties to amend the Securities
Purchase  Agreement  to  conform  to  AMEX  comments  so  that  the transactions
contemplated thereby can proceed.

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  other
agreements  contained  in this Amendment, the Company and the Buyer hereby agree
as  follows:

A.   AMENDMENT.  A new  Section 10 is added to the Securities Purchase Agreement
as follows:


"Section 10.    Limitations on number of shares to be issued.
                ---------------------------------------------

     Notwithstanding  any other provision of this Securities Purchase Agreement,
the  aggregate  number  of shares that may be issued pursuant to this Securities
Purchase  Agreement  shall  not be greater than 9,215,406 shares (which does not
exceed  19.99%  of  the  46,308,573 outstanding shares of Common Stock as of the
date  of  the  Securities  Purchase  Agreement),  unless and until Hyperdynamics
Corporation's  shareholders  approve (without the vote of any shares acquired in
this  transaction  and  related  transactions)  a  greater  issuance."

B.     In all other respects, the Securities Purchase Agreement remains the
same.


                      [SIGNATURES APPEAR ON THE NEXT PAGE]


<PAGE>
     IN  WITNESS  WHEREOF,  the Buyer and the Company have caused this Amendment
Number  One  to  the Securities Purchase Agreement to be duly executed as of the
date  first  written  above.

                                      COMPANY:
                                      HYPERDYNAMICS CORPORATION

                                      By: /s/ Kent P. Watts
                                         ---------------------------
                                      Name:  Kent P. Watts
                                      Title: President and Chief Executive
                                             Officer


                                      BUYER:
                                      CORNELL CAPITAL PARTNERS, LP

                                      By:    Yorkville Advisors, LLC
                                      Its:   General Partner


                                      By: /s/ Mark Angelo
                                         --------------------------
                                      Name:  Mark Angelo
                                      Its:   Portfolio Manager



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</DOCUMENT>
