0001131312-06-000097 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 • August 18th, 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, April 24, May 23, and July 19, 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 (as subsequently amended) with the Securities and Exchange Commission (the "SEC").

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RINBERG-BROWN VOTING AGREEMENT STOCKHOLDERS' AND VOTING AGREEMENT
Stockholders' and Voting Agreement • August 18th, 2006 • Zion Oil & Gas Inc • Oil & gas field exploration services • Texas

This STOCKHOLDERS' AND VOTING AGREEMENT, effective as of the first day of November, 2005, is made by and among Zion Oil & Gas, Inc., a Delaware corporation (the "Company"), John M. Brown ("Brown") and Richard J. Rinberg (the "Stockholder).

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