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Cfo Agreement

Consulting Services Agreement

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 This Consulting Services Agreement involves

HYPERDYNAMICS CORP | Clear Financial Solutions, Inc.

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Title: CFO Agreement
Date: 11/2/2005
Industry: Business Services    

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Exhibit 10.5

CFO Agreement.




[Letterhead of Clear Financial Solutions, Inc.]


October 24, 2005



Kent Watts
Chief Executive Officer
Hyperdynamics Corp.
9700 Bissonnet, Suite 1700
Houston, TX 77036

Dear Kent:

It was a pleasure to sit down with you and Harry this morning and visit about our journeys over the past few years. I appreciate the opportunity to work with you and look forward to a long and rewarding relationship.

The following is a list of services available from Clear Financial Solutions, Inc. (Firm). We hope to exceed your expectations of service from our firm by clearly identifying the services to be provided, their frequency, and the objectives and limitations of such services. We have prepared this proposal for services based our meeting with the management of Hyperdynamics Corp. (Client).

We provide the following services for our clients:




Contract CFO Services





Strategic Planning





SEC Reporting Services





Business Process Re-engineering





Performance Measurement and Improvement





Procedures and Controls





Financial Analysis





Outsourced Accounting Services



You have requested that we perform Contract CFO Services for your company. These services will be performed by Steven M. Plumb, CPA (Consultant). Mr. Plumb may also utilize other staff members of the Firm. In the course of performing these services we will do the following:



Serve as part time Chief Financial Officer;





Provide advice on the application of Generally Accepted Accounting Principles;





Assist with the preparation and filing of SEC reports;





Assist in preparation of monthly financial statements;





Oversee accounting function; and





Other projects as requested by management.



None of the services provided can be relied upon to detect errors, irregularities, or illegal acts that may exist. However, we will inform the appropriate level of management of any material errors that come to our attention or any irregularities or illegal acts that come to our attention, unless they are clearly inconsequential.

We anticipate that the services requested will require between 20 and 30 hours per month. Our standard rate for these services is $175 per hour. However, we will discount this rate to $165 per hour if you agree to a monthly retainer. Accordingly, we estimate that our monthly fee for these services will be between $3,300 and $4,950 per month. If more hours are required in a particular month we will bill you for the additional hours at $165 per hour. Each quarter we will compare the level of effort expended to the billings in order to determine if the estimated hours were worked. If we have not expended the level of effort noted above we will adjust our fee to ensure that you do not pay for unearned time.

Where ever possible we will utilize less expensive staff to perform tasks. Our normal staff billing rates is as follows:

Partner       $165
Manager   $150 - $125
Staff    $75
Bookkeeper    $50

Payment will be due on the 1st of each month. Interest of 1.5% per month will be charged on all outstanding balances. The payment due upon execution of this contract is $4,950.00, which consists of a retainer comprised of one month’s fee in advance. If Client becomes 30 days or more in arrears on payments to the Firm, the Firm has the right to stop performing services under this contract.

From time to time our clients request our assistance for a specific project. We are more than happy to assist i

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