AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10(p)

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of September 28, 2008, by and between MAGELLAN PETROLEUM CORPORATION, a Delaware corporation (hereinafter called the “Company”), having its principal place of business located at 10 Columbus Boulevard, Hartford, Connecticut 06106, and DANIEL J. SAMELA, an individual residing at 201 Redwood Lane, Cheshire, Connecticut 06410 (hereinafter called “Employee”).

W I T N E S S E T H

     WHEREAS, the Company and Employee entered into an Employment Agreement dated March 1, 2004; and

     WHEREAS, Employee desires to continue to render faithful and efficient service to the Company; and

     WHEREAS, the Company desires to continue to receive the benefit of Employee’s service; and

     WHEREAS, Employee is willing to continue to be employed by the Company; and

     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to (i) assure that the Company will have the dedication and services of Employee, notwithstanding the possibility, threat of occurrence of a Change of Control (as defined below) of the Company, and (ii) to provide Employee with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of Employee will be satisfied and which are competitive with those of other corporations; and

     WHEREAS, the Company and Employee wish to amend and restate the Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

     NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows:

     1.  Offices .

          (a) The Company hereby employs Employee as its Chief Financial/Accounting Officer and Acting President and Chief Executive Officer. Employee hereby agrees to serve the Company in such capacities for the remainder of the Employment Period (as hereinafter defined). Employee will have such duties as are appropriate to his positions, and will have such authority as required to enable him to perform these duties.

Consistent with the foregoing, Employee shall comply with all reasonable instructions of the Board of Directors of the Company (the “Board”).

     2.  Term of Employment . Employee’s employment shall be for the “Employment Period”, with the term commencing March 1, 2004 and continuing for a period of three (3) years and thirty (30) days commencing as of said date. Such three (3) year, thirty (30) day term shall automatically be renewed on the same terms and conditions contained herein at the end of each thirty (30) day period such that at no time will the balance of the term of Employee’s employment hereunder be less than three (3) years, unless Employee elects to retire or unless this Agreement is sooner terminated by one of the parties in accordance with the terms hereof or is terminated under Section 4 hereof.

     3.  Disability . If the Company determines in good faith that the Disability of Employee has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Employee written notice in accordance with Section 16 of this Agreement of its intention to terminate Employee’s employment. In such event, Employee’ employment with the Company shall terminate effective on the 30th day after receipt of such notice by Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employee shall not have returned to fulltime performance of his duties. For purposes of this Agreement, “Disability” shall be deemed to have occurred when Employee shall be unable to perform the duties of his employment with the Company for an aggregate period of more than 90 days in a consecutive period of 52 weeks as a result of incapacity due to mental or physical illness or impairment (other than as a result of addiction to alcohol or any drug) as determined by a physician selected by the Company or its insurers and acceptable to Employee or his legal representative.

     4.  Death . The Employment Period shall automatically terminate upon the death of Employee.

     5.  Responsibilities .

          (a) During the Employment Period, and excluding any periods of vacation and sick leave to which Employee is entitled, Employee shall devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Employee by the Board hereunder, to use Employee’s reasonable best efforts to perform faithfully and efficiently such responsibilities. As part of his employment duties hereunder, Employee shall be required to make business trips to visit the principal business offices of the Company’s wholly-owned subsidiary, Magellan Petroleum Australia Limited (“MPAL”), located in Brisbane, Australia and other Australian locations of MPAL business operations, from time to time as reasonably requested by the Board.

          (b) During the Employment Period it shall not be a violation of this Agreement for Employee to (i) serve on corporate, civic or charitable boards or committees, or (ii) manage personal investments, so long as such activities do not significantly interfere with the performance of Employee’s responsibilities as an employee of the Company in accordance with this Agreement.

     6.  Compensation; Benefit Plans and Programs.

          (a) Base Salary . Commencing July 1, 2004 and during the remainder of the Employment Period, Employee shall receive an annual base salary of not less than $175,000 (the “Base Salary”) which shall be payable in equal monthly installments in advance not later than the sixth day of each month. Commencing January 1, 2005, the Board may, in its sole and absolute discretion, increase Employee’s Base Salary in light of Employee’s performance, inflation, changes in the cost of living and other factors deemed relevant by the Board. The Compensation Committee of the Company’s Board of Directors (or the entire Board acting as such Committee) shall meet with Employee annually to review Employee’s performance, objectives and compensation, including salary, bonus and stock options. If the Compensation Committee determines that any adjustments thereto are appropriate, such committee shall make a recommendation to the full Board and the Board shall make such adjustments, if any, as it deems appropriate and consistent with this Agreement.

          (b) Bonus . During the Employment Period, Employee will be eligible to receive an annual bonus award (a “Bonus”) of up to $25,000, if and as determined by the Board in its sole and absolute discretion after receiving the recommendation of the Compensation Committee. Payment of any such Bonus shall be made 30 days following the Board’s determination that Employee will receive a Bonus. Following Employee’s first year of employment hereunder, the Compensation Committee and Employee shall discuss the development of an incentive-based bonus plan for Employee which shall be based upon the achievement of suitable performance goals, which may include absolute or relative growth in earnings per share, rate of return on stockholders’ equity, earnings per share, or other measurement of corporate performance and may be determined by the Compensation Committee in its sole discretion after consultation with Employee.

          (c) Grant of Non-Qualified Stock Option . Effective July 1, 2004, Employee was granted a non-qualified stock option (the “Stock Option”) under the Magellan Petroleum Corporation 1998 Stock Option Plan, as amended on October 24, 2007 (the “Option Plan”), which Stock Option entitled Employee to purchase up to Thirty Thousand (30,000) shares of Common Stock of the Company. These and any other terms and conditions of the Stock Option were set forth in a written agreement dated July 1, 2004, the form and content of which was substantially similar to the option agreements evidencing other awards under the Plan. Future awards of stock options or other awards under the Plan (or any successor plan), if any, shall be made by the Board in its sole discretion, after receipt of a recommendation by the Compensation Committee.

          (d) Benefit Plans; Retirement Program . The Company shall make an annual contribution of 15% of Employee’s total Base Salary and Bonus to the Company’s SEP/IRA plan. During the Employment Period, Employee shall be eligible for participation in all other incentive, bonus and benefit plans and programs made available by the Company to its employees.

          (e)  Insurance Coverage . During the Employment Period, the Company shall reimburse Employee a maximum of $15,000 per year for family health insurance coverage,

which shall consist of medical, prescription and dental benefits, and shall also reimburse Employee for long term disability insurance coverage with an annual premium not to exceed $6,000. In addition, the Company shall purchase a term life insurance policy with coverage of up to $400,000 to supplement Employee’s existing term life insurance coverage. Reimbursements under this paragraph shall be made no later than the end of the year following the year in which such expenses were incurred by Employee. The expenses eligible for reimbursement during Employee’s taxable year may not affect the expenses eligible for reimbursement in any other year, and the right to reimbursement is not subject to liquidation or exchange for another benefit.

          (f) Vacation and Holidays . During the Employment Period, Employee shall be entitled to paid vacation leave of four (4) weeks per year. Employee will be entitled to such holidays as are established by the Company for all employees.

     7.  Business Expenses . During the Employment Period, the Company shall allow Employee his reasonable expenses of travel and business entertainment incurred in the performance of his duties hereunder, subject to the rules and regulations adopted by the Company for the handling of such business expenses. Reimbursements under this Section shall be made no later than the end of the year following the year in which such expenses were incurred by Employee.

     8.  Office Expenses and Rent; Administrative Support Services . The Company shall bear the costs of maintaining and operating the Company’s head office located in Hartford, Connecticut. The Company shall provide Employee with administrative support services at such head office, as reasonably determined by Employee.

     9.  Termination Without Cause . In the event that Employee is terminated without Cause and while this Agreement is in effect:

          (a) the Company shall pay to Employee an amount equal to three (3) times the sum of (x) Employee’s annual Base Salary in effect at the Date of Termination and (y) the average of Employee’s annual Bonus paid for the three full fiscal years preceding the date of termination of the Employment Period. Payment of these amounts shall be made in two lump sums. The first lump sum shall be paid on the day following the date of Employee’s separation from service and shall equal the lesser of two times (i) the sum of Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the taxable year of Employee preceding the taxable year in which Employee has a separation from service or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee has a separation from service. The second lump sum payment shall be equal to the difference between the amount calculated under the first sentence of this paragraph and the amount calculated under the third sentence of this paragraph, and such lump sum shall be paid on the first day of the seventh (7 ^th ) month following Employee’s separation from service. Each lump sum shall be deemed a separate payment for purposes of Section 409A of the Code.

          (b) all options granted to him shall be vested and exercisable to the extent provided in the applicable agreements relating thereto.

          (c) For purposes of this Agreement, “Cause” shall be limited to and mean only the following:

          (i) Misappropriating any funds or property of the Company;

          (ii) Attempting to obtain any personal profit from any transaction in which Employee has an interest which is adverse to the interest of the Company, unless Employee shall have first obtained the consent of the Board of Directors;

          (iii) Neglect or unreasonable refusal or continued failure (other than any such failure resulting from incapacity due to physical or mental illness) to perform the duties assigned to Employee under or pursuant to this Agreement; or

          (iv) Being convicted of any felony or an offense involving moral turpitude.

     10.  Grounds for Termination of Employment . The Company may terminate the Employment Period by written notice to Employee, specifying the ground or grounds for such termination, if any, but should Employee’s termination be without Cause, the provisions of Section 9 of this Agreement shall be applicable.

     11.  Effect of Termination of the Employment Period . Upon the termination of the Employment Period, this Agreement shall terminate, and all of the parties’ obligations hereunder shall forthwith terminate, except that rights and remedies accruing prior to such termination or arising out of this Agreement shall survive.

     12.  Separation from Service . No termination shall be deemed to have occurred under this Agreement unless there has been a “separation from service” as defined under Section 409A of the Code, and the term “termination of employment” and the like shall be construed to mean “separation from service” as so defined.

     13.  Change of Control . In the event of a Change of Control, as defined herein, the provisions of this Section 13 shall supersede the provisions of Sections 3 through 10 of this Agreement, except as otherwise provided herein.

          (a) Effective Date . The “Effective Date” shall mean the date upon which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if Employee’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by Employee that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement

the “Effective Date” shall mean and a Change of Control shall be deemed to occur on the date immediately prior to the date of such termination of employment.

          (b) Change of Control . For the purpose of this Agreement, a “Change of Control” shall mean:

          (i) the acquisition by any individual, entity or Group (within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended ( the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares of common stock of the Company (the " Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subparagraph (iii) of this paragraph (b); or

          (ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or

          (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combina