AMENDED RIGHT OF FIRST REFUSAL AGREEMENT
                    ----------------------------------------

     This  Right  of First Refusal Agreement ("Agreement") is entered into as of
December  30,  2005  ("Effective  Date") between ROCK ENERGY PARTNERS OPERATING,
L.P.  ("REP")  and  PEC  ENERGY  CORPORATION  ("PEC").

                                    RECITALS:

     A.     PEC,  through  its several existing subsidiaries, is in the business
of  locating,  acquiring and developing oil and gas prospects in several oil and
gas  producing  regions of the United States and has implemented a business plan
to expand its available inventory of assets which are currently producing and/or
potentially  productive  upon  successful  development.

     B.     PEC  and  REP  desire  to  implement a relationship with one another
allowing  REP  an  opportunity  to  acquire,  on a right of first refusal basis,
participation rights in certain newly acquired projects, subject to the specific
terms,  conditions  and  limitations  described  herein.

                               TERMS OF AGREEMENT:

     NOW,  THEREFORE, in consideration of the mutual covenants contained herein,
PEC  and  REP  agree  as  follows:

     1.     PROJECTS COVERED BY THIS AGREEMENT.  This Agreement shall apply only
            ----------------------------------
to  those  projects:  a)  made  available  to  PEC  during the Term (hereinafter
defined) in which PEC has committed to participate for not less than ten percent
(10%)  of  the  total project interest made available to PEC (hereinafter called
"Qualified Projects"); and b) which are actually offered to REP in writing under
the  terms of this Agreement.  PEC shall have no obligation under this Agreement
to offer participation rights to REP in all of its available Qualified Projects.
The  particular  Qualified  Projects  which are offered by PEC to REP under this
Agreement  shall  be  selected  by PEC in its sole discretion, but PEC agrees to
offer  sufficient  Qualified  Projects  during  the  Term  (or any extended term
hereinafter  described)  which,  if accepted by REP, would permit REP to achieve
its  Minimum  Funding  Threshold  (hereinafter  defined).

     2.     RIGHT  OF  REFUSAL.   PEC  hereby  grants  to  REP  during  the Term
            -------------------
(hereinafter  defined)  a  right  of  first refusal to acquire not less than ten
percent  (10%)  and up to but not more than forty percent (40%) of the interests
committed  by  PEC  in  the  Qualified Projects offered by PEC to REP under this
Agreement.  As  to each such Qualified Prospect offered by PEC to REP under this
Agreement,  the  Parties  agree  to  follow  the  notice, acceptance and funding
procedures  set  forth  hereinbelow.

     3.     TERM  OF  AGREEMENT.  The  initial term ("Initial Term") under which
            -------------------
this  Agreement  shall continue in force and effect shall be the period from the
Effective  Date  above  until  the  close  of business on December 31, 2006. The
Initial  Term  shall  be


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<PAGE>
automatically  extended  from  year-to-year  after December 31, 2006 (e.g. until
December  31, 2007, 2008, etc., as applicable) [hereinafter collectively called,
with  the  Initial  Term,  the "Term"] upon the occurrence of any one (1) of the
following  three  (3)  events,  conditions  or  circumstances:  a)  REP  expends
$3,000,000  in  the  2006 calendar year or $3,000,000 in any subsequent calendar
year  of  the Term (hereinafter called the "Minimum Funding Threshold") toward a
combination  of  acquisition  costs,  drilling  costs  of  the initial well on a
project  and front end costs (e.g. bonus consideration, etc.); b)   PEC fails to
offer  to  REP  sufficient  Qualified  Projects such that the acceptance of, and
participation  in,  by REP in 50% of the Qualified Projects offered with  twenty
five percent (25%) of PEC's available interest would have theoretically resulted
in  the  expenditure  by  REP of the Minimum Funding Threshold for that calendar
year;  or  c) more than fifty percent (50%) of the Qualified Projects offered by
PEC to REP in a calendar year are presented during October, November or December
of that calendar year.  For purposes of achieving the Minimum Funding Threshold,
the  Parties  agree that expenditures by REP above the Minimum Funding Threshold
during a calendar year shall not carry over to the succeeding calendar year as a
credit  toward  the  succeeding  year's  Minimum  Funding  Threshold.

     4.     SUBMISSION  OF  AVAILABLE  INFORMATION.  PEC  shall  forward  to REP
            --------------------------------------
detailed  summary information in its possession regarding the Qualified Prospect
at the time of presentment.  REP shall have not less than ten (10) business days
following  receipt  of  the  detailed summary information to respond.  REP shall
have the right to request additional information which it believes is reasonably
necessary  to  evaluate  the  Qualified  Project,  but  such  request by REP for
additional  information  shall  not  extend  the  period  within  which REP must
exercise its participation election, unless the parties otherwise agree provided
that  PEC  furnishes  the  information  requested  by  REP  (if  the  requested
information  is  available)  within  3  business  days  of  request.

     5.     NOTICE,  ELECTION  AND FUNDING PROCEDURES.  Upon presentation by PEC
            -----------------------------------------
of  a  Qualified  Project to REP, REP shall have not less than fifteen (15) days
nor  more  than  thirty  (30)  days  to notify PEC in writing of its election to
participate  and  the  percentage  of its participation.  All  front end payment
requirements  related  to  the  Qualified Project offered to and accepted by REP
(e.g. acreage reimbursement costs payable to PEC) shall be limited to the higher
of a) the actual costs incurred by PEC in acquiring the Qualified Project (which
shall  include  the  actual  cost  of  leases for a Qualified Project which is a
drilling  project  and  which  shall  include  the  actual  expenditures for due
diligence  for  a  Qualified  Project which is a production acquisition), and b)
REP's  proportionate  share  of  the  front  end fees paid to PEC by other third
parties whose participation in the Qualified Project is on an arms length basis.
Such  front end costs shall be funded by REP on or before thirty (30) days after
presentation  of  the  Qualified  Project  by PEC unless otherwise agreed by the
Parties.  To  the extent that PEC's opportunity to acquire the Qualified Project
requires a cash payment to an arms length third party by a date certain in order
to  avoid forfeiture of PEC's opportunity to acquire the Qualified Project (e.g.
pursuant  to  an  option  to  purchase  from the third party), then PEC shall so
advise REP and REP shall pay its proportionate share of the front end payment in
accordance  with  the  applicable deadline as a further condition to exercise of
its  right to participate (provided that such required payment is not due to the
arms  length  third  party less than fifteen [15] days after presentation of the
Qualified  Project  to  REP).


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<PAGE>
     6.     ASSIGNMENT  OF  INTERESTS  IN  LEASES  AND  WELLS  AND  REVERSIONARY
            --------------------------------------------------------------------
INTEREST. PEC shall transfer title to REP as to the interest purchased by REP at
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the later to occur of a) acquisition of title by PEC as to the Qualified Project
(or  leases  within  the Qualified Project) and b) upon payment by REP to PEC of
REP's  applicable  front  end  acquisition  fees  based  upon  the  percentage
participation  elected  by  REP.  PEC  shall  retain an after payout twenty five
percent  (25%)  reversionary  interest  in  each interest in a Qualified Project
acquired  by  REP  pursuant  to  this Agreement, with such reversionary interest
being  proportionate  to  the  interest  actually  acquired  by REP (e.g. if REP
                                                                     ---
acquires  a  10%  leasehold  interest by exercise of its right of first refusal,
then  the  after  payout  reversionary interest of PEC shall be 25% of 10%). The
following  stipulations shall apply to the after payout reversionary interest of
PEC:  (i)  if  the  Qualified  Project  is  a  drilling project without existing
production,  then  payout shall be computed on a well-by-well basis; (ii) if the
Qualified  Project  is  a project with existing production, then payout shall be
computed  on  a  project-wide  basis, inclusive of the costs associated with any
developmental drilling performed on the Qualified Project; and (iii) PEC's after
payout reversionary interest shall be reduced on a "favored nations" basis to be
equivalent  to  any  terms  given  by PEC to a third party in the same Qualified
Project  (whether  before  or  after  the  offer  to  REP) which are financially
superior  to  REP's  participation terms after consideration of any promotion to
PEC  relative  to  the  third party which results in the financial equivalent of
less  than  a  25%  after  payout interest to PEC in the third party's interest.

     7.     OPERATIONS  BY  PEC'S  AFFILIATE.  The  operations  on the Qualified
            --------------------------------
Project  shall  be  subject  to  a  joint  operating  agreement  with  attached
accounting procedure which has been agreed by the Parties and is consistent with
the  terms  of  the  form  of  the Approved Operating Agreement, as that term is
defined  in  the  Agreement  dated  effective  December  30, 2003 by and between
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., and
attached  as  an  exhibit  thereto.

     8.     TIME  IS  OF  ESSENCE/ATTORNEYS  FEES.  Time  is of the essence with
            -------------------------------------
respect to this Agreement and each party hereto shall have the right to specific
performance  as  to  the obligations set forth herein.  In the event that either
party  seeks enforcement of this Agreement in any legal or equitable proceeding,
including arbitration proceedings, the prevailing party in such proceeding shall
be  entitled  to  recover from the other party all expenses attributable to such
proceeding,  including  interest,  court  costs  and  attorneys  fees.

     9.     ENTIRE  AGREEMENT.   This  Agreement,  the  documents to be executed
            -----------------
hereunder,  and  each  Exhibit  attached  hereto constitute the entire agreement
between  the  parties  pertaining to the subject matter hereof and supersede all
prior  agreements, understandings, negotiations and discussions, whether oral or
written,  of  the  Parties  pertaining  to  the  subject  matter  hereof.


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<PAGE>
     10.     WARRANTIES  AND  REPRESENTATIONS.  There  are  no  warranties,
             --------------------------------
representations  or  other agreements between the Parties in connection with the
subject  matter  hereof  except as specifically set forth herein or in documents
delivered  pursuant  hereto.

     11.     AMENDMENTS.  No  supplement,  amendment,  alteration, modification,
             ----------
waiver  or  termination  of  this  Agreement shall be binding unless executed in
writing  by  the  Parties  hereto.

     12.     WAIVER.  No  waiver of any of the provisions of this Agreement will
             ------
be  deemed  or shall constitute a waiver of any other provisions hereof (whether
or  not  similar),  nor  shall such waiver constitute a continuing waiver unless
otherwise  expressly  provided  in  writing.

     13.     CAPTIONS.  The  captions in this Agreement are for convenience only
             --------
and  may  not  be  considered  a  part  of  or  as affecting the construction or
interpretation  of  any  provision  of  this  Agreement.

     14.     NON-ASSIGNABILITY.  REP  may not assign any of its rights hereunder
             -----------------
without PEC's written consent except that REP may assign, without PEC's consent,
to  its  lenders,  in connection with any recapitalization or reorganization, to
REP's designee, or in connection with REP's funding arrangements, including to a
newly  created  funding vehicle.  This Agreement binds and inures to the benefit
of  the  Parties hereto and their respective heirs, successors, representatives,
assigns  and  transferees,  subject  to  this  prohibition  against non-approved
assignments.

     15.     APPLICABLE  LAW/CHOICE  OF  VENUE.  THIS AGREEMENT, OTHER DOCUMENTS
             ---------------------------------
DELIVERED  PURSUANT  HERETO AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE
GOVERNED  AND  CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.  THE
VALIDITY  OF  THE VARIOUS CONVEYANCES AFFECTING THE TITLE TO REAL PROPERTY SHALL
BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE
PROPERTY  IS  LOCATED.  THIS  AGREEMENT IS PERFORMABLE IN AND VENUE SHALL LIE IN
HARRIS  COUNTY,  TEXAS  TO  THE  EXCLUSION  OF  OTHER  VENUES.

     16.     BINDING  ARBITRATION.  ANY  CONTROVERSY  OR CLAIM ARISING OUT OF OR
             --------------------
RELATING  TO  THIS  AGREEMENT,  OR  THE  CONSTRUCTION, INTERPRETATION OR ALLEGED
BREACH  THEREOF,  SHALL  BE SETTLED BY FINAL AND BINDING ARBITRATION IN HOUSTON,
TEXAS  IN  ACCORDANCE  WITH  THE  COMMERCIAL  ARBITRATION RULES ("RULES") OF THE
AMERICAN  ARBITRATION ASSOCIATION IN EFFECT AT THE TIME THE CONTROVERSY OR CLAIM
IS  SUBMITTED  TO  ARBITRATION.  THE  ARBITRATOR  SHALL  HAVE  JURISDICTION  TO
DETERMINE  ANY  SUCH  CLAIM  AND  MAY  GRANT  ANY  RELIEF OTHER THAN PUNITIVE OR
EXEMPLARY  DAMAGES  AUTHORIZED  BY  LAW  FOR  SUCH  CLAIM,  INCLUDING  SPECIFIC
PERFORMANCE.  ANY  SUCH


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<PAGE>
ARBITRATION SHALL BE CONCLUDED WITHIN 120 DAYS OF INITIATION OF THE ARBITRATION.
ANY  CONTROVERSY  OR  CLAIM  WHICH IS THE SUBJECT OF ARBITRATION SHALL BE DEEMED
WAIVED  AND  SHALL  BE  FOREVER  BARRED  IF  ARBITRATION IS NOT INITIATED BY THE
AGGRIEVED  PARTY  BY  MAKING DEMAND FOR ARBITRATION AND TENDERING THE APPLICABLE
AMERICAN  ARBITRATION  ASSOCIATION  FILING  FEE  TO  THE  AMERICAN  ARBITRATION
ASSOCIATION  WITHIN  6-MONTHS OF THE DATE THE CONTROVERSY OR CLAIM FIRST ARISES.
IN  ANY  ARBITRATION  UNDER  THIS  PARAGRAPH, ANY AND ALL RULES OF DISCOVERY SET
FORTH  IN THE TEXAS RULES OF CIVIL PROCEDURE SHALL BE APPLICABLE.  EACH PARTY TO
THE  ARBITRATION  SHALL BEAR THE INITIAL FILING FEES AND CHARGES REQUIRED BY THE
AMERICAN  ARBITRATION  ASSOCIATION, PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL
AWARD REIMBURSEMENT OF ALL SUCH COSTS AND FEES TO THE PREVAILING PARTY AS A PART
OF  ITS  AWARD.  THIS  PARAGRAPH SHALL LIKEWISE BE SPECIFICALLY ENFORCEABLE IN A
COURT  OF  COMPETENT  JURISDICTION  SHOULD  THE  PARTY NOT DEMANDING ARBITRATION
REFUSE  TO  PARTICIPATE  IN  OR  FULLY  COOPERATE  WITH THE ARBITRATION PROCESS.

     17.     NOTICES.  Any  notice, communication, request, instruction or other
             -------
document  required or permitted hereunder shall be given in writing by certified
mail,  return  receipt  requested,  postage  prepaid,  or  by overnight courier,
prepaid  telegram,  facsimile  or personal delivery to following address, unless
written  notice  of an alternate address is delivered to the sending party prior
to  its  dispatch  of  the  notice  or  communication:

     If to PEC:                    Petrosearch Energy Corporation
                                   675 Bering Drive
                                   Suite 200
                                   Houston, Texas  77057
                                   Attention:  Wayne  Beninger,  COO
                                   (Fax)  713-961-9338

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

All  notices  will  be  deemed  to  have  been  given as of the date of receipt.

     18.     EXPENSES.  Except as otherwise provided herein, each party shall be
             --------
solely  responsible  for  all  expenses  incurred  by it in connection with this
Agreement,  including,  without limitation, fees and expenses of its own counsel
and  accountants,  and shall not be entitled to any reimbursement therefore from
any  other  party  hereto.


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<PAGE>
     19.     COUNTERPARTS/FACSIMILE  SIGNATURES.  This Agreement may be executed
             ----------------------------------
in  counterpart  originals,  each  of which shall be treated as a fully executed
original  hereof  when  all  parties hereto have executed such a counterpart.  A
facsimile signature shall be treated as an original signature unless an original
signature  is  required  by  law.

     EXECUTED  as  of  the  Effective  Date  set  forth  above.


                                  PETROSEARCH  ENERGY  CORPORATION

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


                                  ROCK ENERGY PARTNERS OPERATING, L.P.

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


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