0001131312-06-000085 Sample Contracts

N E T W O R K 1 F I N A N C I A L S E C U R I T I E S, I N C.
Zion Oil & Gas Inc • April 25th, 2006 • Oil & gas field exploration services • New York

This agreement amends and restates that certain amended and restated underwriting agreement originally dated December 2, 2005 and amended March 15, 2006 between Zion Oil & Gas, Inc. (the "Company"), a Delaware corporation, and us (the "Underwriter") in connection with the offering and sale through Network 1 Financial Services, Inc. (the "Underwriter") and other broker-dealers ("Placement Agents") of up to 2,000,000 shares of the Company's $.01 par value common stock (the "Shares") for $7.00 per Share. The offering of the Shares is further described in the Registration Statement on Form SB-2 filed on January 25, 2006 with the Securities and Exchange Commission (the "SEC").

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Contract
-Escrow Agreement • April 25th, 2006 • Zion Oil & Gas Inc • Oil & gas field exploration services • Texas

This Amended and Restated Escrow Agreement (the "Agreement") is entered into on this 15th day of March, 2006, between Zion Oil & Gas, Inc, a Delaware Corporation with offices at 6510 Abrams Road, #300, Dallas, TX 75231 and whose Federal T.I.N. is 20-0065053 (hereinafter called the "Sponsor") and Sterling Trust Company, a Texas trust company, with offices at 7901 Fish Pond Road, Waco, Texas 76710 (hereinafter called the "Escrow Agent").

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