0001131312-04-000010 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2004 • Zion Oil & Gas Inc • Oil & gas field exploration services • New Jersey

February 6, 2004 Network 1 Financial Securities, Inc. 2 Bridge Avenue, Penthouse Suite Red Bank, New Jersey 07701 Re: Amended and Restated Underwriting Agreement Gentlemen: This agreement amends and restates that certain underwriting agreement dated November 3, 2003 (the "Initial Agreement"), the Amended and Restated Underwriting Agreement dated January 6, 2004, the Amended and Restated Underwriting Agreement dated January 28, 2004, and the Amended and Restated Underwriting Agreement dated February 3, 2004 between Zion Oil & Gas, Inc. (the "Company"), a Delaware corporation, and you (the "Underwriter").

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ESCROW AGREEMENT
Escrow Agreement • February 12th, 2004 • Zion Oil & Gas Inc • Oil & gas field exploration services • Delaware

THIS AMENDED AND RESTATED ESCROW AGREEMENT (this "Agreement") dated as of February 2, 2004, amends and restates that certain escrow agreement, dated as of November 10, 2003 among Zion Oil & Gas, Inc., a Delaware Corporation (the "Company"), COMMERCE BANK/DELAWARE, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the "Escrow Agent") and NETWORK 1 FINANCIAL SECURITIES, INC. (the "Underwriter").

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