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.
6510 Abrams Road, Suite 300
Dallas, TX 75231
Re: Fifth Amended and Restated Underwriting Agreement
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").
1. Registration Statement . The Registration Statement, including the Prospectus, together with exhibits (collectively, the
"Registration Statement") for the registration of the Shares will be amended by the Company and filed with the SEC and the
applicable state authorities. The Registration Statement will also register: (i) up to 150,000 shares of the Company (the "Gift
Shares") that executive officers of the Company propose to give (out of their personal holdings) to at least 840 but no more than
1,000 gift recipients; and (ii) up to 521,200 shares of the Company (the "Warrant Shares") underlying currently issued and
outstanding warrants of the Company. The Registration Statement, any amendment thereto, and all documents filed by the
Company with the SEC shall conform in all material respects with the requirements of the Securities Act of 1933, as amended
(the "Act") and the Rules and Regulations promulgated under the Act. All financial statements contained in the Registration
Statement and any amendment thereto shall have been report