0001131312-03-000006 Sample Contracts

STOCKHOLDERS' AND VOTING AGREEMENT (With John M. Brown)
Stockholders' and Voting Agreement • September 11th, 2003 • Zion Oil & Gas Inc • Oil & gas field exploration services • Texas

This STOCKHOLDERS' AND VOTING AGREEMENT, dated as of the 9th day of July, 2003, is made by and among Zion Oil & Gas, Inc., a Delaware corporation (the "Company"), John M. Brown ("Brown"), and the stockholders of the Company listed on Schedule A, and such other stockholders of the Company who may become parties to this Agreement.

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FORM OF ESCROW AGREEMENT
Escrow Agreement • September 11th, 2003 • Zion Oil & Gas Inc • Oil & gas field exploration services

THIS ESCROW AGREEMENT, dated as of September __, 2003 between Zion Oil & Gas, Inc., a Delaware Corporation (the "Company") and COMMERCE BANK, NA, a Banking Corporation organized and existing under the laws of the United States of America (the "Escrow Agent").

STOCKHOLDERS' AND VOTING AGREEMENT (With Ralph DeVore)
Stockholders' and Voting Agreement • September 11th, 2003 • Zion Oil & Gas Inc • Oil & gas field exploration services • Texas

This STOCKHOLDERS' AND VOTING AGREEMENT, dated as of the 9th day of July, 2003, is made by and among Zion Oil & Gas, Inc., a Delaware corporation (the "Company"), Ralph DeVore ("DeVore"), and the stockholders of the Company listed on Schedule A, and such other stockholders of the Company who may become parties to this Agreement.

FORM OF PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • September 11th, 2003 • Zion Oil & Gas Inc • Oil & gas field exploration services • Texas

Zion Oil & Gas, Inc. (the "Company"), a Delaware corporation, proposes to issue and sell through you and other broker-dealers ("Placement Agents") up to 5,000,000 shares of the Company's $.01 par value common stock for $5.00 per share (the "Shares"). The offering of the Shares is further described in the Registration Statement on Form SB-2 filed with the Securities and Exchange Commission (the "Commission").

EMPLOYMENT LETTERS OF INTENT WITH EXECUTIVE OFFICERS
Executive Employment Agreement • September 11th, 2003 • Zion Oil & Gas Inc • Oil & gas field exploration services
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