AGREEMENT
                                    ---------

     The  Parties  to  this  Agreement  are  Petrosearch  Energy  Corporation,
Petrosearch  Operating Company, L.L.C., Buena Vista Petrosearch, L.L.C., Pursuit
Petrosearch,  L.L.C.,  Rocky  Mountain Petrosearch, L.L.C., Big Sky Petrosearch,
L.L.C.,  Great Buffalo Petrosearch, L.L.C., Rock Energy Partners Operating, L.P.
and  Rock  Energy  Partners,  L.P.

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     The  following  terms,  as  used in this Agreement, shall have the meanings
indicated  below  unless  the  context  otherwise  requires:

     1.01     "Agreement"  shall  mean  this  Agreement.
               ---------

     1.02     "Amended  ROFR"  shall  mean  the  Amended  Right of First Refusal
               -------------
Agreement  in  the  form  attached  as  Exhibit  A.

     1.03     "AMI"  means  area  of  mutual  interest.
               ---

     1.04     "Approved  Operating  Agreement" shall mean an operating agreement
               ------------------------------
and  accounting  procedures  in  the  form  of  Exhibit  B  attached  hereto.

     1.05     "Buena  Vista  AMI"  shall  mean  the  area described in Exhibit C
               -----------------
attached  hereto.

     1.06     "Buena Vista Assignment" shall mean an assignment by Rock in favor
               ----------------------
of  BVPS  in  the  form  of  Exhibit  D  attached  hereto.

     1.07     "Buena  Vista  Leases"  means  the  oil,  gas  and mineral Leases,
               --------------------
including  any extensions or amendments, described on Exhibit E attached hereto.

     1.08     "Buena  Vista Operating Agreement" means an operating agreement in
               --------------------------------
the  form  of  the  Approved Operating Agreement with respect to the Buena Vista
AMI.

     1.09     "Buena  Vista  Petrosearch  Regulations  Amendment" shall mean the
               -------------------------------------------------
Amendment  to  Regulations of Buena Vista Petrosearch attached hereto as Exhibit
F.

     1.10     "Buena  Vista Stage 1 Payout" shall have the meaning as defined in
               ---------------------------
both  the  PEC  Production  Payment  and  Rock  Production  Payment.


                                        1
<PAGE>
     1.11     "Buena  Vista Stage 2 Payout" shall have the meaning as defined in
               ---------------------------
both  the  PEC  Production  Payment  and  Rock  Production  Payment.

     1.12     "BVPS"  shall  mean  Buena  Vista  Petrosearch,  L.L.C.
               ----

     1.13     "Business Day" shall mean a day other than a Saturday, a Sunday or
               ------------
any  United  States  Federal  holiday.

     1.14     "Claims"  mean  any and all losses, liabilities, damages, punitive
               ------
damages,  obligations,  expenses,  fines,  penalties,  costs,  claims, causes of
action  and  judgments  for:  (i)  breaches  of contract; (ii) loss or damage to
property,  injury  to  or death of persons, and other tortuous injury, and (iii)
violations  of  applicable  laws,  rules, regulations, orders or any other legal
right  or  duty actionable at law or in equity.  The term "Claims" also includes
reasonable  attorneys'  fees,  court  costs,  and  other  reasonable  costs  of
litigation resulting from the defense of any claim or cause of action within the
scope  of  the  indemnities  in  this  Agreement.

     1.15     "Closing  Date" shall mean December 30, 2005 or such other date as
               -------------
agreed  upon  by  Rock  and  the  Petrosearch  Parties.

     1.16     "Contract  Area"  means the area covered by an operating agreement
               --------------
as  defined  in  a  particular  operating  agreement.

     1.17     "Development  Costs"  means  (i)  capital expenditures incurred in
               ------------------
connection  with  the  drilling, fracing, completing and equipping of new wells,
(ii)  capital  expenditures  incurred  in  laying  pipelines including obtaining
rights  of  way,  construction  and  testing  of  the  pipelines,  (iii) capital
expenditures  incurred  with  respect  to  deepening,  plugging back, reworking,
completing,  refracing,  recompleting and equipping existing wells, (iv) capital
expenditures  incurred in connection with the actual or attempted acquisition of
oil  and  gas leases or oil and gas interests, (v) capital expenditures incurred
in  connection with geophysical operations; and (vi) other capital expenditures.

     1.18     "Front  End  Expense  Audit"  means  the  completed  audit  of all
               --------------------------
leasehold  and  other  front  end  costs  billed  to  Rock  by  PEC.

     1.19     "Garwood  AMI"  means  the  area  described  in Exhibit H attached
               ------------
hereto, excluding any leases which a party does not elect to acquire pursuant to
Article  VIII.

     1.20     "Garwood  Contract  Operator Agreement" means the agreement in the
               -------------------------------------
form  of  Exhibit  G  attached  hereto.

     1.21     "Garwood Operating Agreement" means the operating agreement in the
               ---------------------------
form  attached  hereto  as  Exhibit  I.

     1.22     "Garwood  North  Leases"  means  the  oil, gas and mineral leases,
               ----------------------
including  any  extension  thereto,  described  on  Exhibit  J  attached hereto.


                                        2
<PAGE>
     1.23     "Garwood  North  Operating  Agreement"  shall  mean  an  operating
               ------------------------------------
agreement  and  accounting  procedures with respect to the Garwood North Leases.

     1.24     "Garwood  South  Leases"  means  the  oil, gas and mineral leases,
               ----------------------
including  any  extension  thereto,  described  on  Exhibit  K  attached hereto.

     1.25     "Net  Profits"  shall  be computed in accordance with and have the
               ------------
meaning set forth in the PEC Production Payment and the Rock Production Payment.

     1.26     "Net  Profits Account" shall have the meaning set forth in the PEC
               --------------------
Production  Payment  and  Rock  Production  Payment.

     1.27     "Operations  Expense  Audit" mean an audit to be performed by Rock
               --------------------------
of  all drilling, completion, operating expenses, and other expenses not covered
by  the  Front  End Expense Audit that have been paid by Rock in connection with
the ROFR and/or with the wells drilled since execution of the ROFR in which Rock
participated  by  paying  all,  or  a  portion  of,  costs.

     1.28     "Parties"  shall  mean  the  parties  to this Agreement unless the
               -------
context  requires  otherwise.

     1.29     "Payout"  shall  mean  with  respect to a particular property, the
               ------
point  in time in which Gross Proceeds equals Debits (as those terms are defined
in  the  Payout  Computation  Procedure).

     1.30     "Payout  Computation  Procedure" shall mean the procedure attached
               ------------------------------
as  Exhibit  L.

     1.31     "POC"  shall  mean  Petrosearch  Operating  Company,  L.L.C.
               ---

     1.32     "PEC"  shall  mean  Petrosearch  Energy  Corporation.
               ---

     1.33     "PEC  Production  Payment"  shall  mean  a  production  payment
               ------------------------
assignment  from  BVPS  to  PEC  in  the  form  of  Exhibit  M  attached hereto.

     1.34     "PEC  Review"  shall  have the meaning described in Section 10.04.
               -----------

     1.35     "Petrosearch  Parties"  shall  mean POC, PEC, Big Sky Petrosearch,
               --------------------
L.L.C.,  Great  Buffalo  Petrosearch, L.L.C., BVPS, Pursuit Petrosearch, L.L.C.,
and  Rocky  Mountain  Petrosearch,  L.L.C.

     1.36     "Phillips-Burkley  Account  Payable"  means $$1,100,655.88 owed by
               ----------------------------------
Rock  to  PEC  through  September  30,  2005.

     1.37     "Phillips-Burkley  Historic  Costs"  means  $7,811,009.80  which
               ---------------------------------
represents all the costs incurred in connection with the Buena Vista project and
the  Phillips-Burkley  Well  through  September  30,  2005.


                                        3
<PAGE>
     1.38     "Phillips-Burkley Well" shall mean the well described in Exhibit N
               ---------------------
attached  hereto.

     1.39     "Pintail  Flats  Well"  shall mean the well described in Exhibit O
               --------------------
attached  hereto.

     1.40     "Pintail Well" shall mean the well described in Exhibit P attached
               ------------
hereto.

     1.41     "Proposed 2006 Garwood North Well" shall mean a well to be drilled
               --------------------------------
to  test  the Lower Wilcox formation at a depth not greater than 17,000feet at a
location  on  Tract  46  to  be  jointly  selected  by  PEC  and  Rock.

     1.42     "Proposed  Kallina  #2 2006 Recompletion" shall mean operations in
               ---------------------------------------
Garwood  South on the Kallina #2 well to (i) determine whether a recompletion is
economically  warranted,  and  (ii)  recomplete the Kallina #2 well in the event
that  the  results  of  operations  demonstrate  that  attempting  to  do  so is
economically  warranted.

     1.43     "Qualified  Project"  means  a  project  in which PEC committed to
               ------------------
participate  for  not  less  than ten percent (10%) of the interest available to
PEC.

     1.44     "Rock"  shall  mean  Rock Energy Partners Operating, L.P. and Rock
               ----
Energy  Partners,  L.P.

     1.45     "Rock  Deed  of Trust" shall mean the deed of trust in the form of
               --------------------
Exhibit  Q  attached  hereto.

     1.46     "Rock Production Payment" shall mean a production payment assigned
               -----------------------
from  BVPS  to  Rock  in  the  form  of  Exhibit  R  attached  hereto.

     1.47     "Rock  Promissory Note" shall mean a promissory note in the amount
               ---------------------
of  Seven  Hundred  Ninety One Eight Sixty Nine and 41/100  Dollars $791,869.41)
which  is equal to the Phillips-Burkley Account Payable less the sum of (i) that
portion of the Front End Expense Audit credits as set forth in Section 10.01 and
(ii)  the consideration paid for the bonds assigned pursuant to 2.02(a)10 hereto
executed  by  Rock  in  favor  of  PEC in the form of Exhibit S attached hereto,
provided  that  the beginning balance may be adjusted based upon Section 8.01(b)
and/or  8.01(c)  and/or  the  PEC  Review.

     1.48     "ROFR"  means  the  Right  of First Refusal Agreement, as amended,
               ----
between  Rocky  Emery  or  assigns  and  PEC.

     1.49     "Tract  46"  means  438.16 acres of land, more or less, out of the
               ---------
I.&G.N.R.R.  Co.  Survey  No. 46, Abstract 323, Colorado County, Texas and being
the  same  land  described  in  Correction Deed from H. Walter Fredine et al. to
Charles  J. Kallina and Anthony V. Kallina dated September 20, 1967, recorded in
Volume  263,  Page707  of  the  Colorado  County  Deed  Records.


                                        4
<PAGE>
                                   ARTICLE II

                                     CLOSING
                                     -------

     2.01     Closing.  The Closing shall be held on the Closing Date, after all
              -------
the  conditions  to Closing described in Article III of this Agreement have been
satisfied  or  waived  (the  "Closing  Date").  The Closing shall be held at the
offices  of  Rock,  10375  Richmond  Ave.,  Suite 2100, Houston, Texas  77042 or
otherwise  as  agreed  by  PEC  and  Rock.

     2.02     Delivery  at  Closing.  At the Closing, the following events shall
              ---------------------
occur,  and  each  event shall be deemed to occur simultaneously with each other
event:

               a.   Delivery  by  Rock  to the Applicable Petrosearch Parties at
                    ------------------------------------------------------------
                    Closing.
                    --------

                    1.   The  duly  executed  original  of  the  Buena  Vista
                         Assignment.

                    2.   The  duly  executed  original  of  the  Amended  BVPS
                         Regulations.

                    3.   The duly executed original of the Rock Promissory Note.

                    4.   The  duly  executed original of the Rock Deed of Trust.

                    5.   The duly executed original of the Buena Vista Operating
                         Agreement.

                    6.   The  duly  executed  original  of the Garwood Operating
                         Agreement.

                    7.   The  duly  executed  original  of  the  Garwood  North
                         Operating  Agreement.

                    8.   The  duly  executed  original  of  the Garwood Contract
                         Operator  Agreement.

                    9.   The  duly  executed  original  of  the  Amended  ROFR.

                    10.  An  assignment  in a mutually acceptable form of Rock's
                         interest  in  a  $30,000  Mississippi  bond,  a $50,000
                         Montana  bond  (less outstanding bills of approximately
                         $15,402.66)  and  50% of a $50,000 Colorado County Road
                         bond.  A  total of $89,597.66 shall be credited against
                         the  original  principal  amount of the Rock Promissory
                         Note  in  consideration  for  the  assignment.


                                        5
<PAGE>
               b.   Delivery  by  the  Applicable Petrosearch Parties to Rock at
                    ------------------------------------------------------------
                    Closing.
                    -------

                    1.   The  duly  executed  Certificate  representing  the
                         membership  interest  in  BVPS.

                    2.   The  duly  executed  BVPS  Regulations  Amendment.

                    3.   The  duly  executed  Buena  Vista  Operating Agreement.

                    4.   The  duly  executed  original  of the Garwood Operating
                         Agreement.

                    5.   The  duly  executed  original  of  the  Garwood  North
                         Operating  Agreement.

                    6.   The  duly  executed  original  of  the Garwood Contract
                         Operator  Agreement.

                    7.   The  duly  executed  original  of  the  Rock Production
                         Payment

                    8.   The  duly  executed  original  of  the  Amended  ROFR.

               c.   Delivery  by  BVPS  to  PEC  at  Closing.
                    ----------------------------------------

                    1.   The  duly  executed  PEC  Production  Payment.

                                   ARTICLE III

                                   CONDITIONS
                                   ----------

     3.01     Conditions  to  Obligations  of  Rock.
              -------------------------------------

          a.     Representations  and  Warranties.  The  representation  and
     warranties  of  the  each  of  the  Petrosearch  Parties  contained in this
     Agreement  shall  be true and correct in all material respects on and as of
     the  Closing  Date, with the same effect as though such representations and
     warranties  had  been  made  on  and  as  of  such  date.

          b.     Performance  of  Covenants.  Each  Petrosearch Party shall have
                 --------------------------
     performed  and  complied  with  all  covenants,  agreements and obligations
     contained  in  this  Agreement required to be performed or complied with by
     them  prior  to  or  as  of  the  Closing  Date.

          c.     BVPS  Due  Diligence.  BVPS  shall  have  provided  to Rock for
                 --------------------
     review  all  BVPS  (i)  formation,  organization documents, Regulations and
     minutes  of  all  BVPS member meetings, (ii) all contracts to which it is a
     party,  (iii)  all  financial  records  and  financial  statements  and tax
     returns,  (iv)  all  other  information  reasonably  necessary  for Rock to
     evaluate  the  financial  condition  of  BVPS.


                                        6
<PAGE>
     3.02     Conditions  to  Obligations  of  Petrosearch  Parties.
              -----------------------------------------------------

          a.     Representations  and  Warranties.  The  representation  and
                 --------------------------------
     warranties  of  the  Rock  contained  in  this  Agreement shall be true and
     correct  in  all  material respects on and as of the Closing Date, with the
     same  effect as though such representations and warranties had been made on
     and  as  of  such  date.

          b.     Performance  of  Covenants.  Rock  shall  have  performed  and
                 --------------------------
     complied  with  all covenants, agreements and obligations contained in this
     Agreement required to be performed or complied with by it prior to or as of
     the  Closing  Date.

                                   ARTICLE IV

                             BUENA VISTA PETROSEARCH
                             -----------------------

     4.01     Amendment  to  BVPS  Articles  of Organization.  As of the Closing
              ----------------------------------------------
Date,  BVPS  shall  have amended its Articles of Organization by adoption of the
BVPS  Articles  of  Organization  Amendment.

     4.02     Amendment to BVPS Regulations.  As of the Closing Date, BVPS shall
              -----------------------------
have  amended  its  Regulations  by  adoption of the BVPS Regulations Amendment.

     4.03     Treatment  of  PEC  Commitment.  The funds paid by PEC pursuant to
              ------------------------------
Section  5.05  shall  not  be  treated  as  a  (i) loan to BVPS, or (ii) capital
contribution  to BVPS.  The sole (a) consideration and (b) source for recoupment
of  such  funds  is  the  PEC  Production  Payment.

     4.04     Non-Dilution.  In  no  event  shall  Rock's  membership  interest
              ------------
percentage  be  reduced without its written consent, unless it has exercised its
conversion  right  as  provided  in  Article  VII.


                                        7
<PAGE>
                                    ARTICLE V

                             BUENA VISTA AMI LEASES
                             ----------------------

     5.01     Leases acquired as of the Closing Date within the Buena Vista AMI.
              -----------------------------------------------------------------
At  the  Closing,  the  Parties  shall  assign to BVPS any interest in any lease
within  the  Buena  Vista  AMI  they  own  as  of  the  Closing  Date.

     5.02     Leases acquired after the Closing Date within the Buena Vista AMI.
              -----------------------------------------------------------------
If  any Petrosearch Party acquires an interest, or right to acquire an interest,
in all or any portion of the Buena Vista AMI ("Subject Interest") at any time or
times within five (5) years of the Closing Date, then within ten (10) days after
any  such  acquisition,  the Petrosearch Party shall offer to Rock fifty percent
(50%)  of  the Subject Interest.  Such offer shall be made by written notice and
shall include a description of the substantive terms of the acquisition such as,
without  limitation,  spud  deadline,  contract depth, override reservations and
earning  provision  if  the  acquisition  is  by  farmout.  If  the offer is not
accepted  in  writing  with  ten  (10)  Business  Days of receipt of the written
notice, then the Subject Interest shall be excluded from the Buena Vista AMI and
Rock  will  have  no  rights therein.  If Rock acquires an interest, or right to
acquire  an  interest, in all or any portion of the Subject Interest at any time
or  times  within  five (5) years of the Closing Date, then within ten (10) days
after  any  such  acquisition, Rock shall offer to the Petrosearch Parties fifty
percent  (50%)  of  the  Subject  Interest.  Such offer shall be made by written
notice  and  shall  include  a  description  of  the  substantive  terms  of the
acquisition such as, without limitation, spud deadline, contract depth, override
reservations  and  earning  provision  if the acquisition is by farmout.  If the
offer is not accepted in writing within ten (10) Business Days of receipt of the
written notice, then the Subject Interest shall be excluded from the Buena Vista
AMI  and  the  Petrosearch  Parties  will  have  no  rights  therein.


                                        8
<PAGE>
     5.03     Marketing  and  Financing.  Rock  shall have the right, but not an
              -------------------------
obligation,  to  submit  proposals  to  BVPS  to farmin, purchase or finance the
development  all or a portion of the Buena Vista Leases.  BVPS shall in no event
enter  into  an  agreement  with  a  third party to farmout, sell or finance the
development  of  the Buena Vista Leases or terms less favorable than those which
have  been  proposed by Rock, provided, however, BVPS may consider other factors
in  determine  relative  desirability  of  competing  offers  including, but not
necessarily  limited  to,  cash  payments to BVPS, the total dollars offered for
drilling  and  completion,  the number of wells that can be drilled, whether the
offer  is irrevocable, the time required to obtain funding, verifiability of the
offeror's wherewithal to provide funding, the amount of interest  to be retained
in  the  project  by  BVPS, conditions attendant to the offer, and other similar
factors  that  might  affect  the  present  value of the project and the risk in
realizing  the  maximum  present  value  for  the  project.

     5.04     Partial  Release  Obligation  with  Respect  to the PEC Production
              ------------------------------------------------------------------
Payment  and  Rock  Production  Payment.  BVPS shall be entitled to release of a
---------------------------------------
portion  of  the Buena Vista Leases from the PEC Production Payment and the Rock
Production  Payment  subject to and in accordance with the following provisions:

          a.     The  instruments  or  documents evidencing such partial release
     shall  be  in  a  form  reasonably  satisfactory  to  PEC  and  Rock.

          b.     Such  documentation and information relating to the transaction
     giving  rise  to the requested release which is reasonably requested by PEC
     and  Rock  is  timely  provided.

          c.     The PEC Production Payment and the Rock Production Payment must
     attach  to  the  interests  created  and  proceeds  of  any  sales.

     5.05     Expenses  Post  September  30,  2005.  In  exchange  for  the  PEC
              ------------------------------------
Production  Payment, PEC assumes sole responsibility for payment of any expenses
associated  with  the


                                        9
<PAGE>
Buena  Vista  Leases  which  are  attributable  to  post  September 30, 2005 (i)
operations,  including  (a)  operations  performed  with  respect  to  the
Phillips-Burkley  Well, and (b) operations performed after the Closing Date, and
(ii)  lease acquisition and lease preservation within the Buena Vista AMI.  BVPS
shall  not  be  liable for any expenses incurred with respect to the Buena Vista
Leases  or  the  Phillips-Burkley  Well  that  are  in excess of the Net Profits
Account  which  are expenses attributable to post-September 30, 2005 operations.
PEC  covenants  that it will pay all liabilities of BVPS when they come due.  In
no  event  shall  PEC  propose  an  operation  or lease acquisition/preservation
expense  to  BVPS  and  nonetheless  cause BVPS not to approve such operation or
expense.

                                   ARTICLE VI

                           BUENA VISTA AMI OPERATIONS
                           --------------------------

     6.01     Operating  Agreement.  As  of  the  Closing  Date,  the  Operating
              --------------------
Agreement  dated  June 21, 2004 is hereby terminated.  All operations subsequent
to  the  Closing  Date  on  the  Phillips-Burkley  well shall be governed by and
conducted  in  accordance  with  the  Phillips-Burkley  Operating Agreement.  As
between  the Parties hereto, all operations performed within the Buena Vista AMI
shall  from the Closing Date be governed by and conducted in accordance with the
Buena  Vista  Operating  Agreement.

     6.02     Pipeline  and  Transportation  Charges.  Rock  and BVPS will enter
              --------------------------------------
into  a  pipeline  transportation  agreement  pursuant  to  which  natural  gas
production  by  BVPS  shall be transported through the Rock existing pipeline at
the  rate  of  ten cents ($.10) per Mcf through December 31, 2006 and five cents
($.05)  per  Mcf  thereafter.

     6.03     Expiring Leases.  The operator shall notify the non-operator as to
              ---------------
when  any  lease  will  expire within ninety (90) days absent certain operations
which  are  not  expected  to  be


                                       10
<PAGE>
performed.  If  the  operator notifies the non-operator in writing, no less than
30  days prior to lease expiration, that it intends to renew or extend the lease
or release the property covered by such lease and BVPS agrees with the decision,
then  the  lease  renewal  or  extension shall be for the joint account.  If the
operator  notifies  the  non-operator  in writing, no less than 30 days prior to
lease  expiration,  that  it  DOES  NOT  intend  to renew or extend the lease or
release  the property covered by such lease, then the individual members of BVPS
or  the  non-operators  if  the conversion set forth in Article VII has occurred
shall  be  entitled  to release the property covered by such lease for its/their
own  account  and  at  its/their  sole  expense, subject to the requirements and
rights  set  forth in Section 5.02.  In other words, if BVPS elects to NOT renew
or  extend  the  lease or release the property covered by such lease, and either
Rock  or PEC acquire the lease, the acquirer must offer the acquired interest to
the  other  party  in  accordance  with  Section  5.02.

                                   ARTICLE VII

                          BUENA VISTA CONVERSION RIGHTS
                          -----------------------------

     7.01     At  such  time  as  Buena  Vista  Stage  2 Payout is achieved, the
following  shall  occur,  unless Rock in advance executes and delivers to BVPS a
release of its conversion and reversionary interest rights, (i) the reversionary
interest provided for in the Buena Vista Assignment shall take effect, (ii) BVPS
shall assign Rock forty percent (40%) of BVPS' interest in the leases within the
Buena  Vista  AMI  not covered by the Buena Vista Assignment.  In the event that
Rock  delivers a release of its right to an assignment pursuant to this section,
then  the  reversionary interest reserved in the Buena Vista Assignment shall be
cancelled and released.  In the event that Rock does not timely elect to release
its  right  to  an assignment and the reversionary interest, then from the Buena
Vista  Stage  2  Payout  forward,  Rock's  membership


                                       11
<PAGE>
interest  in the BVPS shall not be entitled to the economic benefit of the Buena
Vista  Leases  or  be  penalized  by  the  expenses  of  the Buena Vista Leases.

                                  ARTICLE VIII

                               GARWOOD AMI LEASES
                               ------------------

     8.01     Leases acquired as of the Closing Date within the Garwood AMI
              -------------------------------------------------------------
other than the Garwood North Leases and Garwood South Leases.
------------------------------------------------------------

          a.     Prior  to  the  Closing Date, the Parties shall provide to each
     other  (i) a description of any lease within the Garwood AMI which they own
     an  interest  in and is not either a Garwood South Lease or a Garwood North
     Lease,  and  (ii)  the  acquisition cost for each such lease, together with
     supporting  documentation.

          b.     PEC  may,  at its option, elect to acquire twenty percent (20%)
     of  Rock's  interest  in  the  leases that Rock owns as of the Closing Date
     within  the Garwood AMI other than the Garwood North Leases and the Garwood
     South  Leases.  The  election  must be made on the later of (i) thirty (30)
     days after the Closing Date, and (ii) thirty (30) days after receipt by PEC
     of the information required pursuant to Section 8.01(a) with respect to the
     leases.  If the election is not timely made, all rights of PEC with respect
     to  such  leases  are terminated. The purchase price for the twenty percent
     (20%) interest in each lease that PEC elects to acquire is the sum equal to
     twenty  percent  (20%)  of  Rock's  acquisition  costs with respect to such
     lease.  The  purchase  price  shall  be  paid  by reduction of the original
     principal  amount  of  the  Rock  Promissory  Note.

          c.     Rock  may, at its option, elect to acquire eighty percent (80%)
     of PEC's interest in the leases that PEC owns as of the Closing Date within
     the  Garwood  AMI other than the Garwood North Leases and the Garwood South
     Leases.  The  election  must be made on the later of (i) three (3) Business
     Days  prior  to  the  Closing  Date, and (ii) three (3) Business Days after
     receipt  by  Rock  of  the information required pursuant to Section 8.01(a)
     with  respect to the leases. If the election is not timely made, all rights
     of  Rock with respect to such leases are terminated. The purchase price for
     the eighty percent (80%) interest in each lease that Rock elects to acquire
     is  the  sum  equal to eighty percent (80%) of PEC's acquisition costs with
     respect to such lease. The purchase price shall be funded by increasing the
     original  principal  amount  of  the  Rock  Promissory  Note.

     8.02     Leases  acquired  after  the  Closing  Date within the Garwood AMI
              ------------------------------------------------------------------
other  than  the  Garwood  North  Leases and Garwood South Leases.  If any party
-----------------------------------------------------------------
("Acquiring  Party")  acquires  an interest, or right to acquire an interest, in
all  or any portion of the Garwood AMI ("Subject Interest") at any time or times
within  five  (5)  years  of  the  Closing  Date,  then  within  ten  (10)  days


                                       12
<PAGE>
after  any  such acquisition, the Acquiring Party shall offer to the other party
hereto  (individually, the "Non-Acquiring Party") the same proportionate working
interest  provided  for  in  Section  8.01.  Such offer shall be made by written
notice  and  shall  include  a  description  of  the  substantive  terms  of the
acquisition such as, without limitation, spud deadline, contract depth, override
reservations  and  earning  provision  if the acquisition is by farmout.  If the
offer  is  not accepted in writing with ten (10) Business Days of receipt of the
written notice, then the Subject Interest shall be excluded from the Garwood AMI
and  the  Non-Acquiring  Party  will  have  no  rights  with  respect  thereto.

     8.03     Garwood  South Leases.  When and if Payout is reached with respect
              ---------------------
to  a  well  drilled  on the Garwood South Leases, then Rock shall assign to PEC
Twenty-One  point Five Percent (21.5%) of Rock's working interest in the subject
well.  Payout  shall be computed on a well-by-well basis.  The Parties stipulate
subject  to  the  agreed  to results of the Operations Expense Audit and the PEC
Review  that  as  of October 1, 2005, the Payout account deficit for the Garwood
South  Leases is $200,753.56.  The amount of the Payout account deficit shall be
adjusted  in  accordance  with the agreed to audit adjustment and Section 10.02.

     8.04     Garwood  North Leases.  When and if Payout is reached with respect
              ---------------------
to  a  well  drilled  on the Garwood North Leases, then Rock shall assign to PEC
Thirty-Three  point  Thirty-Three Percent (33.33%) of Rock's working interest in
the subject well to PEC.  Payout shall be computed on a well-by-well basis.  The
Parties  stipulate  subject  to  the agreed to results of the Operations Expense
Audit  and  the  PEC  Review  that  as of October 1, 2005 (i) the Payout account
deficit  for  the Pintail Well is $708,392.83, (ii) the Payout account deficient
for  the  Pintail  Flats  Well  is  $6,600,163.03,  and (iii) the Payout account
deficient  for  Tract  46  (438.16  acres  tract)  is


                                       13
<PAGE>
$282,532.11.  The  amount  of  the  applicable  Payout account deficits shall be
adjusted  in  accordance  with the agreed to audit adjustment and Section 10.02.

     8.05     Acquisition  Right.   If  either  Party  receives an offer that it
              ------------------
wishes to accept, then it shall cause the same proportionate terms to be offered
to  the  other  Party  after  taking  into  account  the  amount remaining to be
recovered to reach Payout.  If an offeror wishes to buy only a portion of a well
or  project,  then  the  Party  that wishes to sell shall give the non-receiving
party  an  opportunity  to  participate  in  the sale proportionate to ownership
between  the  Parties  after  taking  into  account  the  amount remaining to be
recovered  to  reach  Payout.

                                   ARTICLE IX

                             GARWOOD AMI OPERATIONS
                             ----------------------

     9.01     Operator.  Rock  shall  be  the operator with respect to all wells
              --------
drilled  or to be drilled within the Garwood AMI, except for any well drilled or
to  be  drilled  on  the  Garwood  North Leases.  PEC shall be the operator with
respect  to  any  well  to  be  drilled  in  the  Garwood  North  Leases.

     9.02     Contract  Operator.  POC  and  Rock  shall  enter into the Garwood
              ------------------
Contract  Operator  Agreement  with  respect  to  wells drilled or to be drilled
within  the  Garwood AMI (other than the Garwood North Leases).  Pursuant to the
Garwood  Contract  Operator  Agreement,  POC shall serve as contract operator on
wells  drilled or to be drilled within the Garwood AMI (excluding Garwood North)
for  the  period  and  the  terms  set  forth  in  the Garwood Contract Operator
Agreement.

     9.03     Operating  Agreement.  As  between  the  Parties hereto, as of the
              --------------------
Closing  Date,  any pre-existing operating agreement with respect to the Garwood
North  Leases  or  Garwood  South  Leases is terminated.  As between the Parties
hereto,  all  operations  within  the  Garwood  AMI


                                       14
<PAGE>
(except  operations  in  Garwood  North)  shall  be governed by and conducted in
accordance with the Garwood Operating Agreement. All operations in Garwood North
shall  be  governed  and  conducted  in  accordance with Garwood North Operating
Agreement.

     9.04     Rock  Expenditure  Commitment.  During  2006,  Rock shall spend or
              -----------------------------
cause  to  be  expended,  net  to  its  interests, Development Costs of at least
$8,000,000  in  connection  with  operations  as to the Garwood North Leases and
Garwood  South  Leases  as set forth in the development plan (see Section 9.05);
however,  Rock  shall  be  under no obligation to approve any operation which it
believes will result in Development Costs, net to its interests, for the Garwood
North  Leases  and  the  Garwood South Leases exceeding $8,800,000.  The Parties
agree  that  no  operation in the Garwood AMI shall  be overlapped in order that
Rock  may  closely  monitor  its  total  expenditures relative to its $8,800,000
commitment  cap  for  2006.

     9.05     Development  Plan.  Subject  to  Section  9.04,  Rock, PEC and POC
              -----------------
agree  to  use  reasonable  good  faith  efforts  to cause (i) operations on the
Proposed  2006  Garwood  North  Well  to  commence by July 1, 2006  and (ii) the
Proposed  Kallina  #2  2006 Recompletion during calendar year 2006.  The Parties
shall agree on the order of the operations.  It is the desire of Rock and PEC to
have  both  operations  performed  in  2006.  Nonetheless, the second of the two
operations  shall  not  be  performed in 2006 without Rock's consent if, (i) the
costs  actually  incurred  with  respect  to  the  first  of the two operations,
together  with  (ii)  the  reasonably  anticipated  costs for performance of the
second  operation  (with a reasonable allowance for contingencies) are projected
to exceed $8,800,000.  In the event that PEC funds the excess over $8,800,000 at
Rock's  request,  then PEC would be entitled to recover from the well upon which
the second operation was performed a sum equal to four hundred percent (400%) of
the  amount


                                       15
<PAGE>
in  excess of $8,800,000 of which it funded. Changes to the development plan may
be  made  by  agreement  of  Rock  and  PEC.

     9.06     Expiring Leases.  The operator shall notify the non-operator as to
              ---------------
when  any  lease  will  expire within ninety (90) days absent certain operations
which  are  not  expected  to  be  performed.  If  the  operator  notifies  the
non-operator in writing, no less than 30 days prior to lease expiration, that it
intends  to  renew  or  extend the lease or release the property covered by such
lease,  then the lease renewal shall be treated as set forth in Section 8.02. If
the operator notifies the non-operator in writing, no less than 30 days prior to
lease  expiration,  that  it  DOES  NOT  intend  to renew or extend the lease or
release  the  property  covered  by  such  lease, then the non-operator shall be
entitled  to  release the property covered by such lease for its own account and
at  its  sole  expense and such lease shall not be treated as within the area of
mutual  interest.

                                    ARTICLE X

                                      AUDIT
                                      -----

     10.01     Front  End  Expense Audit.  In settlement of the issues raised in
               -------------------------
the  Front  End  Expense  Audit, on the Closing Date, PEC shall issue credits to
Rock  against the outstanding balance alleged to be due and owing by Rock in the
amount  of  Two  Hundred  Sixty-Four Thousand Two Hundred Forty-Seven and 00/100
Dollars  ($264,247.00)  which  includes Thirty Five Thousand Four Hundred Twenty
Five  and  61/100 Dollars ($35,425.61) that shall be credited against unpaid Big
Sky  invoices  and  Two Hundred Twenty-Eight Eight Hundred Twenty One and 39/100
Dollars  ($228,821.39)  that  shall  be  applied to the Phillips-Burkley Account
Payable. After application of the Front End Expense Audit credits and assignment
of  the  bonds  as  set  forth  in  Section 2.02(a)10, the Rock Promissory Note,
subject  to  adjustment pursuant to Sections 8.01(b) and 8.01(c) and/or based on
the  results  of  the  Operations  Expense


                                       16
<PAGE>
Audit  or  the PEC Review, shall represent the total amount due to PEC from Rock
as  of  October  1,  2005.

     10.02     Operations  Expense  Audit.  The  audit  shall  be  conducted  in
               --------------------------
accordance  with  COPAS  Bulletin  #3,  "Joint  Interest  Audit in the Petroleum
Industry:  Guide  to  Protocol  and  Procedures.  A written reply to the initial
audit  report is required from PEC and POC within thirty (30) days after receipt
of  such  report.  The Operations Expense Audit will be started  in January 2006
and  conducted  without  interruption  until completed  The dollar amount of all
audit exceptions determined to be valid will be applied against the balance owed
on  the  Rock  Promissory  Note, if any, or if the Rock Promissory Note has been
paid,  then  the  amounts shall be paid in cash to Rock.  The Parties agree that
the Stage 2 Payout in the Rock Production Payment and the PEC Production Payment
shall  be  adjusted  in  accordance  with  any  agreed  audit  adjustments.

     10.03     Audits  Under Approved Operating Agreement, Buena Vista Operating
               -----------------------------------------------------------------
Agreement,  Garwood  Operating  Agreement and Garwood North Operating Agreement.
-------------------------------------------------------------------------------
Any  audit  under  the  Approved  Operating  Agreement,  Buena  Vista  Operating
Agreement,  Garwood  Operating  Agreement  and Garwood North Operating Agreement
shall  be conducted in accordance with COPAS Bulletin #3 Joint Interest Audit on
Petroleum  Industry:  Guide  to  Protocol  and  Procedures.

     10.04     Review  of  Charges Incurred Directly by Rock.  During the period
               ---------------------------------------------
of  time  that  the  Operations  Expense  Audit  is ongoing, Rock shall have the
obligation  to  provide  for  review by PEC supporting documentation for charges
incurred  directly  by  Rock  in  the  Garwood  AMI  that  have been included in
determination of Payout account deficits as set forth in Sections 8.03 and 8.04.
If  Rock  cannot provide evidence that a particular charge was incurred and paid
by  Rock


                                       17
<PAGE>
and  that  the  particular  charge was attributable to the Garwood AMI, then the
particular  charge  for  which no evidence is provided shall be deducted and the
Payout  account  deficits  adjusted  accordingly.

                                   ARTICLE XI

                             RIGHT OF FIRST REFUSAL
                             ----------------------

     11.01     As  of  the  Closing  Date,  the ROFR shall be terminated and the
Amended  ROFR  shall  be  in  force  and  effect.

                                   ARTICLE XII

                                    RELEASES
                                    --------

     12.01     Release  by  Rock  to  Petrosearch  Parties.  Effective as of the
               -------------------------------------------
Closing  Date,  Rock  hereby  presently,  generally,  fully, finally and forever
releases,  acquits  and  discharges the Petrosearch Parties, together with their
assigns,  officers,  directors,  shareholders,  representatives,  agents  and
attorneys,  from any and all Claims, known or unknown, mature or inchoate, which
have  accrued  or  which may accrue in the future (but which arose out of events
which occurred prior to the date of this Agreement), whether or not now known or
asserted.  IT  IS EXPRESSLY AGREED THAT THE CLAIMS RELEASED HEREBY EXCLUDE THOSE
ARISING FROM OR IN ANY MANNER ATTRIBUTABLE TO (I) THE AUDIT EXCEPTION RIGHTS AND
OBLIGATIONS  UNDER  THIS  AGREEMENT  AND  THE INSTRUMENTS EXECUTED IN CONNECTION
THEREWITH,  AND (II) REPRESENTATIONS OR WARRANTIES MADE WITH RESPECT TO TITLE TO
PROPERTY.

     12.02     Release  by  Petrosearch  Parties  to  Rock.  Effective as of the
               -------------------------------------------
Closing  Date,  the  Petrosearch  Parties  hereby  presently,  generally, fully,
finally  and  forever  release,  acquit  and  discharge  Rock, together with its
assigns,  partners,  affiliates,  officers,  directors,  shareholders,


                                       18
<PAGE>
representatives,  agents  and  attorneys,  from  any  and  all  Claims, known or
unknown,  mature  or  inchoate,  which  have  accrued or which may accrue in the
future  (but  which arose out of events which occurred prior to the date of this
Agreement),  whether  or not now known or asserted.  IT IS EXPRESSLY AGREED THAT
THE  CLAIMS  RELEASED  HEREBY  EXCLUDE  THOSE  ARISING  FROM  OR  IN  ANY MANNER
ATTRIBUTABLE  TO  THE  ROCK PROMISSORY NOTE AND OBLIGATIONS UNDER THIS AGREEMENT
AND  THE  INSTRUMENTS  EXECUTED  IN  CONNECTION  THEREWITH.

     12.03     Release  by  Petrosearch  Parties  (excluding  BVPS)  to  BVPS.
               --------------------------------------------------------------
Effective  as  of  the  Closing  Date, the Petrosearch Parties hereby presently,
generally,  fully,  finally  and  forever  release,  acquit  and discharge BVPS,
together  with  its assigns, officers, directors, shareholders, representatives,
agents  and  attorneys,  from  any  and  all Claims, known or unknown, mature or
inchoate,  which have accrued or which may accrue in the future (but which arose
out  of  events  which occurred prior to the date of this Agreement), whether or
not  now  known  or  asserted.  IT  IS EXPRESSLY AGREED THAT THE CLAIMS RELEASED
HEREBY  EXCLUDE  THOSE  ARISING  FROM  OR  IN  ANY  MANNER  ATTRIBUTABLE  TO THE
OBLIGATIONS  UNDER  THIS  AGREEMENT  AND  THE INSTRUMENTS EXECUTED IN CONNECTION
THEREWITH.


                                       19
<PAGE>
                                  ARTICLE XIII

                                    INDEMNITY
                                    ---------

     13.01     PEC.  Rock shall indemnify, defend and hold PEC harmless from and
               ---
against any and all Claims caused by, resulting from or incidental to operations
performed  by  Rock,  as  agent  for  POC,  prior  to  the  Closing  Date.

     13.02     Rock.  PEC  shall  indemnify,  defend and hold Rock harmless from
               ----
and  against  any  and all Claims caused by, resulting from or incidental to the
ROFR,  operations  performed  by any Petrosearch Party prior to the Closing Date
(including,  but  not  limited  to  Phillips-Burkley  Well operations), the case
styled  Pursuit  Exploration  Company,  L.P.,  et  al.  v. Petrosearch Operating
Company,  L.L.C.,  et  al.,  under  Case  No. 21403 pending in the 25th Judicial
District  Court  of  Colorado County, Texas, and obligations assumed pursuant to
Section5.05.

     13.03     BVPS.  PEC  shall  indemnify,  defend and hold BVPS harmless from
               ----
and  against  any  and all Claims caused by, resulting from or incidental to the
ROFR,  operations  performed  by any Petrosearch Party prior to the Closing Date
(including,  but  not  limited  to  Phillips-Burkley  Well operations), the case
styled  Pursuit  Exploration  Company,  L.P.,  et  al.  v. Petrosearch Operating
Company,  L.L.C.,  et  al.,  under  Case  No. 21403 pending in the 25th Judicial
District  Court  of  Colorado County, Texas, and obligations assumed pursuant to
Section5.05.

     13.04     Defense.  The  indemnifying party shall be obligated to defend at
               -------
the indemnifying party's sole expenses any litigation or other administrative or
adversarial  proceeding  against the indemnified party relating to any Claim for
which  the  indemnifying  party has agreed to indemnify and hold the indemnified
party  harmless under this Agreement.  However, the indemnified party shall have
the  right  to  participate  with  indemnifying party in the defense of any such
Claim  at  its  own  expense.


                                       20
<PAGE>
                                   ARTICLE XIV

                                 REPRESENTATIONS
                                 ---------------


     14.01     Representations  by  Rock  to  the  Petrosearch  Parties.
               --------------------------------------------------------

          a     Existence  and  Power.  Rock has been duly formed and is validly
                ---------------------
     existing  as  a  limited  partnership under the laws of the State of Texas,
     with  full  power and authority to enter into this Agreement, to consummate
     the  transactions  contemplated  hereby  and to carry out the terms of this
     Agreement.

          b.     Review  and  Approval.  Rock represents that its representative
                 ---------------------
     has  reviewed  this  Agreement  together  with  all  exhibits  and  it  (i)
     understands  fully  the terms of this Agreement and the consequences of the
     issuance  thereof,  (ii)  has  been  afforded  an  opportunity to have this
     Agreement  reviewed  by  legal  counsel,  and  (iii)  has entered into this
     Agreement  of  its  own  free will and accord and without threat or duress.

          c.     Authority.  Rock represents that the undersigned representative
                 ---------
     is  fully  authorized  to  execute  this  Agreement or any other instrument
     required  hereunder  on  its  behalf.

          d.     Disclaimer.  Rock  represents,  warrants  and  agrees  that  in
                 -----------
     executing  and  entering into this Agreement, it is not relying and has not
     relied  upon  any representation, promise or statement made by anyone which
     is  not  recited, contained or embodied in this Agreement. Rock understands
     and  expressly  assumes  the  risk  that any fact not recited, contained or
     embodied  herein  or  therein  may  turn  out  hereafter  to be other than,
     different  from, or contrary to the facts now known to it or believed by it
     to  be  true.

          e.     Complete  Agreement.  The  written  terms  of  this  Agreement
                 --------------------
     reflect  the  full  and  complete  terms of the agreement and understanding
     between  Rock  and  the  Petrosearch  Parties.  There  are no oral terms or
     representations,  other than those stated in this Agreement in writing, and
     no  party  has relied upon any verbal representations from the party or its
     counsel.

          f.     Validity  of  Obligation.  This  Agreement  and  all  other
                 ------------------------
     transaction  documents  Rock  is  to  execute  and deliver on or before the
     Closing  Date (i) have been duly executed by its authorized representative,
     (ii)  constitute  its  valid and legally binding obligations, and (iii) are
     enforceable  against  Rock  in  accordance  with  their  respective  terms.

          g.     No  Violation  of  Contractual Restrictions.  Rock's execution,
                 -------------------------------------------
     delivery  and  performance  of  this  Agreement  does  not conflict with or
     violate  any  agreement or instrument to which it is a party or by which it
     is  bound.


                                       21
<PAGE>
     14.02     Representations  by  the  Petrosearch  Parties  to  Rock.  Each
               --------------------------------------------------------
Petrosearch  Party represents and warrants to Rock that the following statements
are true and accurate as to itself as of the date of execution of this Agreement
and  the  Closing  Date.

          a     Existence  and  Power.  The  Petrosearch  Parties have been duly
                ---------------------
     formed  and  are  validly existing as corporations and/or limited liability
     companies  under  the  laws of the applicable state of incorporation and/or
     formation,  with  full power and authority to enter into this Agreement, to
     consummate  the transactions contemplated hereby and to carry out the terms
     of  this  Agreement.

          b.     Review  and  Approval.  The  Petrosearch Parties represent that
                 ---------------------
     their  representatives  have  reviewed  this  Agreement  together  with all
     exhibits  and they (i) understand fully the terms of this Agreement and the
     consequences  of  the  issuance  thereof,  (ii)  have  been  afforded  an
     opportunity  to  have  this  Agreement reviewed by legal counsel, and (iii)
     have  entered  into  this  Agreement  of their own free will and accord and
     without  threat  or  duress.

          c.     Authority.  The  Petrosearch  Parties  represent  that  the
                 ---------
     undersigned  representatives are fully authorized to execute this Agreement
     or  any  other  instrument  required  hereunder  on  their  behalf.

          d.     Disclaimer.  The  Petrosearch  Parties  represent,  warrant and
                 -----------
     agree  that  in  executing  and  entering into this Agreement, they are not
     relying  and  have not relied upon any representation, promise or statement
     made  by  anyone  which  is  not  recited,  contained  or  embodied in this
     Agreement. The Petrosearch Parties understand and expressly assume the risk
     that any fact not recited, contained or embodied herein or therein may turn
     out  hereafter  to  be other than, different from, or contrary to the facts
     now  known  to  them  or  believed  by  them  to  be  true.

          e.     Complete  Agreement.  The  written  terms  of  this  Agreement
                 --------------------
     reflect  the  full  and  complete  terms of the agreement and understanding
     between  the  Petrosearch  Parties  and  Rock.  There  are no oral terms or
     representations,  other than those stated in this Agreement in writing, and
     no  party  has relied upon any verbal representations from the party or its
     counsel.

          f.     Validity  of  Obligation.  This  Agreement  and  all  other
                 ------------------------
     transaction documents the Petrosearch Parties are to execute and deliver on
     or  before the Closing Date (i) have been duly executed by their authorized
     representatives,  (ii)  constitute  their  valid  and  legally  binding
     obligations,  and  (iii) are enforceable against the Petrosearch Parties in
     accordance  with  their  respective  terms.

          g.     No  Violation  of  Contractual  Restrictions.  The  Petrosearch
                 --------------------------------------------
     Parties'  execution,  delivery  and  performance  of  this Agreement do not
     conflict  with  or  violate any agreement or instrument to which they are a
     party  or  by  which  they  are  bound.


                                       22
<PAGE>
          h.     BVPS  Membership Interest.  (i) PEC owns 100% of the membership
                 -------------------------
     interest  in  BVPS, (ii) no person or entity (other than PEC) has any right
     to  a  membership  interest  in  BVPS other than as disclosed in Exhibit T,
     (iii) upon consummation of the transactions contemplated by this Agreement,
     Rock  will own 50% of the membership interest in BVPS free and clear of all
     encumbrances,  and  (iv)  the  Articles  of  Incorporation  of BVPS and the
     Regulations of BVPS have not been amended except as disclosed in Exhibit U.

          i.     BVPS  Financial  Information.  (i)  The  financial  information
                 ----------------------------
     provided to Rock with respect to BVPS, including its assets and liabilities
     is  accurate  in  all  material  respects,  (ii)  all liabilities including
     contingent liabilities of BVPS as of the Closing Date are listed on Exhibit
     V,  (iii)  all  contracts to which BVPS is a party are listed on Exhibit W,
     (iv)  no  asset  of  BVPS  is encumbered by any lien except as disclosed in
     Exhibit  X,  and (v) BVPS is not a party to any legal proceeding and to the
     best  of  their  knowledge  no legal proceeding is threatened against BVPS.

          j.     All  representations  and  warranties  express  or implied with
     respect  to  title  to  property  are  ratified  and  affirmed.

                                   ARTICLE XV

                                   ARBITRATION
                                   -----------

     15.01     Any  controversy  or  claim  arising  out  of or relating to this
Agreement  or  any  related  agreement  shall  be  settled  by arbitration to be
conducted  in  Harris County, Texas in accordance with the following provisions:

          (a)     Disputes  Covered.  The  agreement of the Parties to arbitrate
                  -----------------
     covers  all  disputes  of  every  kind  relating  to or arising out of this
     Agreement,  any  related agreement or any of the contemplated transactions.
     Disputes  include  actions  for  breach  of  contract  with respect to this
     Agreement  or  the related agreements, as well as any claim based upon tort
     or  any  other  causes of action relating to the contemplated transactions,
     such  as  claims based upon an allegation of fraud or misrepresentation and
     claims  based upon a federal or state statute. In addition, the arbitrators
     selected  according  to  procedures  set  forth  below  shall determine the
     arbitrability  of  any  matter brought to them, and their decision shall be
     final  and  binding  on  the  Parties.

          (b)     Law.  The  governing  law for the arbitration shall be the law
                  ---
     of  the  State  of  Texas,  without  reference  to  its  conflicts  of laws
     provisions.

          (c)     Selection.  There  shall  be  three  arbitrators,  unless  the
                  ---------
     Parties  are  able  to agree on a single arbitrator. In the absence of such
     agreement  within  ten  (10)  days  after  the initiation of an arbitration
     proceeding.  The  Petrosearch  Parties  shall  select  one


                                       23
<PAGE>
     arbitration  and  Rock  shall  select  one  arbitrator,  and  those  two
     arbitrations  shall  then select, within ten (10) days, a third arbitrator.
     If  those  two  arbitrators are unable to select a third arbitration within
     such  ten  910)  day  period,  a third arbitrator shall be appointed by the
     commercial  panel  of the American Arbitration Association. The decision in
     writing of at least two of the three arbitrators shall be final and binding
     upon  the  Parties.

          (d)     Administration.  The  arbitration shall be administered by the
                  --------------
     American  Arbitration  Association.

          (e)     Rules.  The  rules  of  arbitration  shall  be  the Commercial
                  -----
     Arbitration  Rules  of the American Arbitration Association, as modified by
     any  other instructions that the Parties may agree upon at the time, except
     that each party shall have the right to conduct discovery in any manner and
     to  the  extent  authorized  by  the  Federal  Rules  of Civil Procedure as
     interpreted  by  the federal courts. If there is any conflict between those
     Rules  and  the  provisions of this section, the provisions of this section
     shall  prevail.

          (f)     Substantive  Law.  The arbitrators shall be bound by and shall
                  ----------------
     strictly  enforce  the terms of this Agreement and may not limit, expand or
     otherwise  modify its terms. The arbitrators shall make a good faith effort
     to  apply substantive applicable law, but an arbitration decision shall not
     be  subject  to  review  because of errors of law. The arbitrators shall be
     bound  to  honor claims of privilege or work-product doctrine recognized at
     law, but the arbitrators shall have the discretion to determine whether any
     such  claim  of  privilege  or  work  product  doctrine  applies.

          (g)     Decision.  The  arbitrators' decision shall provide a reasoned
                  --------
     basis  for  the  resolution  of each dispute for any award. The arbitrators
     shall  not  have  power  to award damages in connection with any dispute in
     excess of actual compensatory damages and shall not multiply actual damages
     or  ward  consequential  or  punitive  damages.

          (h)     Expenses.  Each  party  shall  bear  its own fees and expenses
                  --------
     with  respect to the arbitration and any proceeding related thereto and the
     Parties  shall  share  equally  the  fees  and  expenses  of  the  American
     Arbitration  Association  and  the  arbitrators.

          (i)     Remedies;  Award.  The  arbitrators  shall  have  power  and
                  ----------------
     authority  to award any remedy or judgment that could be awarded by a court
     of  law in Harris County, Texas. The award rendered by arbitration shall be
     final  and  binding  upon  the  Parties, and judgment upon the award may be
     entered  in  any  court  of  competent  jurisdiction  in the United States.

                                   ARTICLE XVI

                                  MISCELLANEOUS
                                  -------------

     16.01     Further  Assurances.  The  Petrosearch  Parties  and  Rock,  as
               -------------------
applicable,  shall  promptly  cure  any defects in the execution and delivery of
this  Agreement,  any  exhibit  to  this


                                       24
<PAGE>
Agreement  and  all  other  documents  contemplated  by this Agreement and shall
promptly execute and deliver upon request all such other and further assurances,
documents,  agreements  and  instruments in compliance with or accomplishment of
the  covenants  and agreements in this Agreement, or obtain any consents, all as
may  be  necessary  or  appropriate  in  connection  therewith.

     16.02     Confidentiality  Regarding Terms of this Agreement.  The terms of
               --------------------------------------------------
this  Agreement  and  any  and all negotiations and correspondence in connection
with  this Agreement shall remain in all respects confidential hereafter, except
as  to  the  fact  of  settlement  and  except  as disclosure may be required by
applicable law or authority.  Each party hereto agrees to utilize its reasonable
best  efforts  to  cause  such confidentiality to be maintained except as may be
required  by  applicable  law  or  authority.

     16.03     Governing  Law.  This  Agreement  and all instruments executed in
               --------------
accordance  with  it shall be governed by and interpreted in accordance with the
laws  of the state of Texas and the Federal laws of the United States applicable
thereto,  without  regard to conflict-of-law rules that would direct application
of  the  laws of another jurisdiction, except to the extent that it is mandatory
that  the  law of some other jurisdiction, wherein the assets are located, shall
apply.

     16.04     Entire  Agreement;  Amendments.  This  Agreement,  including  all
               ------------------------------
exhibits  attached hereto and made a part hereof constitute the entire agreement
between  the  Parties  with  respect to the transactions contemplated hereby and
supersede  all  prior  agreements, understandings, negotiations and discussions,
whether  oral  or written, of the Parties with respect to such transactions.  No
amendment  of  this Agreement shall be binding unless executed in writing by all
Parties.


                                       25
<PAGE>
     16.05     Waiver.  No  waiver  by  a party of any of the provisions of this
               ------
Agreement  (a)  shall  be  binding unless executed in writing by such party, (b)
shall  be  deemed  or  shall  constitute  a  waiver  by  such party of any other
provision  hereof  (whether  or  not  similar),  and  (c) shall not constitute a
continuing  waiver  by  such  party.

     16.06     Notices.  Any notice, request, consent, approval, waiver or other
               -------
communication provided or permitted to be given under this Agreement shall be in
writing and shall be delivered in person or sent by U.S. mail, overnight courier
or  fax  to  the  appropriate addresses set forth below.  Any such communication
shall  be  effective upon actual receipt; provided, however, that in the case of
delivery  by  fax  after  the  normal  business  hours  of  the  recipient, such
communication  shall  be  effective  on  the  next  business  day  following the
transmission  of such fax.  For purposes of notice, the addresses of the Parties
shall  be  as  follows:

               If  to  PEC:

                    Petrosearch  Energy  Corporation
                    675  Bering  Drive,  Suite  200
                    Houston,  Texas  77057
                    Attention:  Richard  D.  Dole,  President
                    Fax:  (713)  961-9338

               If  to  POC:

                    Petrosearch  Operating  Company,  L.L.C.
                    675  Bering  Drive,  Suite  200
                    Houston,  Texas  77057
                    Attention:  Richard  D.  Dole,  Manager
                    Fax:  (713)  961-9338

               If  to  BVPS:

                    Buena  Vista  Petrosearch,  L.L.C.
                    675  Bering  Drive,  Suite  200
                    Houston,  Texas  77057
                    Attention:  Richard  D.  Dole,  Manager
                    Fax:  (713)  961-9338


                                       26
<PAGE>
               If  to  Pursuit  Petrosearch,  L.L.C.:

                    Pursuit  Petrosearch,  L.L.C.
                    675  Bering  Drive,  Suite  200
                    Houston,  Texas  77057
                    Attention:  Richard  D.  Dole,  Manager
                    Fax:  (713)  961-9338

               If  to  Rocky  Mountain  Petrosearch,  L.L.C.:

                    Rocky  Mountain  Petrosearch,  L.L.C.
                    675  Bering  Drive,  Suite  200
                    Houston,  Texas  77057
                    Attention:  Richard  D.  Dole,  Manager
                    Fax:  (713)  961-9338

               If  to  Big  Sky  Petrosearch,  L.L.C.:

                    Big  Sky  Petrosearch,  L.L.C.
                    675  Bering  Drive,  Suite  200
                    Houston,  Texas  77057
                    Attention:  Richard  D.  Dole,  Manager
                    Fax:  (713)  961-9338

               If  to  Great  Buffalo  Petrosearch,  L.L.C.:

                    Great  Buffalo  Petrosearch,  L.L.C.
                    675  Bering  Drive,  Suite  200
                    Houston,  Texas  77057
                    Attention:  Richard  D.  Dole,  Manager
                    Fax:  (713)  961-9338

               If  to  Rock:

                    Rock  Energy  Partners  Operating,  L.P.
                    10375  Richmond  Ave.,  Suite  2100
                    Houston,  Texas  77042
                    Attention:  David  L.  Pratt
                    Fax:  (713)  954-3601


                                       27
<PAGE>
                    with  a  copy  to:

                    Snow  Fogel  Spence  LLP
                    2929  Allen  Parkway,  Suite  4100
                    Houston,  TX  77019

                    Attention:     Phil  F.  Snow
                    Fax  No.:     (713)  335-4902

Each  party shall have the right, upon giving ten (10) days' prior notice to the
other  party  in  the manner provided in this section, to change its address for
purposes  of  notice.

     16.07     Expenses.  The  Parties,  jointly  and severally, shall be solely
               --------
responsible  for  all costs and expenses incurred by them in connection with the
transactions  contemplated  hereby.

     16.08     Severability.  If  any  term or other provision of this Agreement
               ------------
is  invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain  in  full  force and effect so long as the economic or legal substance of
the  transactions contemplated hereby is not affected in any adverse manner with
respect  to any party.  Upon such determination that any term or other provision
is  invalid, illegal or incapable of being enforced, the Parties shall negotiate
in  good  faith  to modify this Agreement so as to effect the original intent of
the  Parties  as  closely as possible.  The obligations of the Parties hereunder
are  severable  and  not  joint.

     16.09     Counterparts.  This  Agreement  may  be  executed in counterparts
               ------------
(including  faxed  counterparts).  Each  such  counterpart  shall  be  deemed an
original,  but  all such counterparts together shall constitute one and the same
instrument.

     IN  WITNESS WHEREOF, the Parties have executed this Agreement on the ______
day  of  _____________________,  2006.


                                       28
<PAGE>
                              PETROSEARCH  ENERGY  CORPORATION



                              By:
                                 ----------------------------------------------
                                   Richard  D.  Dole,  President


                              PETROSEARCH  OPERATING  COMPANY,  L.L.C.



                              By:
                                 ----------------------------------------------
                                   Richard  D.  Dole,  Manager


                              BUENA  VISTA  PETROSEARCH,  L.L.C.



                              By:
                                 ----------------------------------------------
                                   Richard  D.  Dole,  Manager


                              PURSUIT  PETROSEARCH,  L.L.C.



                              By:
                                 ----------------------------------------------
                                   Richard  D.  Dole,  Manager


                              ROCKY  MOUNTAIN  PETROSEARCH,  L.L.C.



                              By:
                                 ----------------------------------------------
                                   Richard  D.  Dole,  Manager


                                       29
<PAGE>
                              BIG  SKY  PETROSEARCH,  L.L.C.



                              By:
                                 ----------------------------------------------
                                   Richard  D.  Dole,  Manager


                              GREAT  BUFFALO  PETROSEARCH,  L.L.C.



                              By:
                                 ----------------------------------------------
                                   Richard  D.  Dole,  Manager


                              ROCK  ENERGY  PARTNERS  OPERATING,  L.P.



                              By:
                                 ----------------------------------------------
                              Name:
                                   --------------------------------------------
                              Title:
                                    -------------------------------------------


                                       30