Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On February 10, 2009, Robert Rigdon, the Chief Operating Officer and Senior Vice President of Corporate Development of Synthesis Energy Systems, Inc. (the "Company"), and Kevin Kelly, the Company's Controller and Chief Accounting Officer, each participated in the Company's option exchange program.

Prior to the exchange, Mr. Rigdon had a grant of options to acquire 175,000 shares which vested based on the achievement of certain performance criteria, as well as options to purchase 175,000 shares of common stock which vested in four equal installments, with the first installment vesting on the first anniversary of the date of grant and the remainder vesting annually over the next three years. As a result of the exchange, Mr. Rigdon has options to acquire 87,500 shares which vest based on the achievement of the same performance criteria as the prior performance based grant, as well as options to purchase 87,500 shares of common stock on the same time based vesting schedule as the prior time based grant. In addition, on the same date, the Company granted a new option to Mr. Rigdon to acquire 75,000 shares of the Company's common stock, which options shall vest as to 25% of the shares on each of the first four anniversary dates after the date of the new grant, beginning on the first anniversary thereof. The exercise price for the new option grants is $0.43 per share.

Prior to the exchange, Mr. Kelly had two grants of options, one to purchase 75,000 shares of common stock and one to purchase 25,000 shares, each of which vested in four equal installments, with the first installment vesting on the first anniversary of the date of grant and the remainder vesting annually over the next three years. Mr. Kelly only exchanged his option to acquire 75,000 shares for a new grant to purchase 37,500 shares, on the same time based vesting schedule as the original grant. The exercise price for the new option grant is $0.43 per share.

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