EXHIBIT 10.1


                              MANAGEMENT CONSULTING

                               SERVICES AGREEMENT








                                     AMONG:


                                 PETROGEN CORP.



                                      AND:


                                 PETROGEN, INC.



                                      AND:


                                  NEVILLE HENRY






                                 PETROGEN CORP.
                       3200 Southwest Freeway, Suite 3300
                          Houston, Texas, U.S.A., 77077
                                   __________


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                    MANAGEMENT CONSULTING SERVICES AGREEMENT


     THIS  MANAGEMENT  CONSULTING  SERVICES  AGREEMENT  is made  and  dated  for
reference  effective  as at  January  1,  2004 (the  "EFFECTIVE  DATE") as fully
executed effective on this _____ day of January, 2004.


AMONG:


     PETROGEN  CORP.,  a  company  incorporated  under  the laws of the State of
     Nevada,  U.S.A.,  and having an executive  office and an address for notice
     and delivery located at 3200 Southwest Freeway, Suite 3300, Houston, Texas,
     U.S.A., 77077

     (the "COMPANY");
                                                               OF THE FIRST PART


AND:


     PETROGEN,  INC.,  a  company  incorporated  under  the laws of the State of
     Colorado,  U.S.A.,  and also having an executive  office and an address for
     notice and delivery located at 3200 Southwest Freeway, Suite 3300, Houston,
     Texas, U.S.A., 77077

     ("PETROGEN, INC.");
                                                              OF THE SECOND PART


     (the  Company  and  Petrogen,  Inc.  being  hereinafter  collectively  also
     referred to as the "COMPANIES" as the context so requires).


AND:


     NEVILLE HENRY,  having an address for notice and delivery  located at 11935
     Cobblestone Drive, Houston, Texas, U.S.A., 77024

     (the "CONSULTANT");
                                                               OF THE THIRD PART


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -2-


     (the  Company,   Petrogen,   Inc.  and  the  Consultant  being  hereinafter
     singularly  also referred to as a "PARTY" and  collectively  referred to as
     the "PARTIES" as the context so requires).


     WHEREAS:


     A. The Company is a reporting  company  incorporated  under the laws of the
State of Nevada,  U.S.A.,  and has its common  shares  listed for trading on the
NASDAQ Over-The-Counter Bulletin Board;


     B. Petrogen, Inc. is a non-reporting company incorporated under the laws of
the State of Colorado,  U.S.A., and, in accordance with the terms and conditions
of a certain "Share  Exchange  Agreement",  dated for reference  effective as at
October 11, 2002 (the "SHARE  EXCHANGE  AGREEMENT"),  as entered  into among the
Company,  Petrogen,  Inc. and all of the  shareholders  of Petrogen,  Inc.,  the
Company therein purchased all of the issued and outstanding  shares of Petrogen,
Inc. from the shareholders of Petrogen, Inc.;


     C. In  conjunction  with the recent  completion by the Company of the Share
Exchange  Agreement  the  resulting  Company is now  involved  in the  principal
business of Petrogen,  Inc.;  which is oil and gas  development  and  production
(collectively,  the resulting  "BUSINESS");  and, as a consequence  thereof, the
Companies  are hereby  desirous of retaining the  Consultant  as the  Companies'
respective  President and Chief Operating Officer,  and the Consultant is hereby
desirous of accepting such positions,  in order to provide such related services
to the Companies (collectively,  the "GENERAL SERVICES") as may be necessary and
determined during the continuance of this agreement (the "AGREEMENT");


     E.  Since  the  introduction  of the  Parties  hereto  the  Parties  hereby
acknowledge  and agree that there have been various  discussions,  negotiations,
understandings  and agreements between them relating to the terms and conditions
of  the  proposed  General  Services  and,  correspondingly,  that  it is  their
intention by the terms and  conditions of this Agreement to hereby  replace,  in
their entirety,  all such prior  discussions,  negotiations,  understandings and
agreements with respect to the proposed General Services; and


     F. The  Parties  hereto  have  agreed to enter  into this  Agreement  which
replaces,  in  their  entirety,   all  such  prior  discussions,   negotiations,
understandings and agreements,  and,  furthermore,  which necessarily  clarifies
their  respective  duties and  obligations  with  respect to the within  General
Services  to be  provided  hereunder,  all in  accordance  with  the  terms  and
conditions of this Agreement;


     NOW THEREFORE  THIS  AGREEMENT  WITNESSETH  that, in  consideration  of the
mutual  covenants and provisos  herein  contained,  THE PARTIES  HERETO AGREE AS
FOLLOWS:


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -3-


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION


     1.1  DEFINITIONS.  For all purposes of this Agreement,  except as otherwise
expressly provided or unless the context otherwise requires, the following words
and phrases shall have the following meanings:


         (a)      "ADVANCES"  has the meaning  ascribed  to it in section  "3.4"
                  hereinbelow;


         (b)      "ADDITIONAL  OPTION" has the meaning ascribed to it in section
                  "4.7" hereinbelow;


         (c)      "AGREEMENT"   means  this   Management   Consulting   Services
                  Agreement as from time to time  supplemented or amended by one
                  or more  agreements  entered into  pursuant to the  applicable
                  provisions  hereof,   together  with  any  Schedules  attached
                  hereto;


         (d)      "BENEFITS"  has the meaning  ascribed  to it in section  "4.8"
                  hereinbelow;


         (e)      "BOARD OF  DIRECTORS"  means the Board of Directors of each or
                  either of the Company and Petrogen,  Inc. as duly  constituted
                  from time to time;


         (f)      "BONUS"  has  the  meaning  ascribed  to it in  section  "4.4"
                  hereinbelow;


         (g)      "BUSINESS"  has the  meaning  ascribed  to it in recital  "D."
                  hereinabove.


         (h)      "BUSINESS  DAY"  means  any day  during  which  United  States
                  Chartered  Banks are open for business in the City of Houston,
                  State of Texas, U.S.A.;


         (i)      "CHANGE IN  CONTROL"  means,  in  relation  to  section  "4.7"
                  hereinbelow, the occurrence of any of the following events:


                  (i)      the  acquisition,  whether  direct  or  indirect,  of
                           voting  shares of the Company in excess of 20% of the
                           issued and  outstanding  voting shares of the Company
                           by a person or group of  persons  acting in  concert,
                           other than through an Consultant  share purchase plan
                           or Consultant  share ownership plan and other than by
                           persons  who  are,  or who  are  controlled  by,  the
                           existing shareholders of the Company;


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -4-


                  (ii)     any change or changes in the composition of the Board
                           of Directors of the Company from the  Effective  Date
                           such  that  less  than a  majority  of the  Board  of
                           Directors  continues to consist of Directors  who are
                           continuing Directors (each a "CONTINUING  DIRECTOR").
                           In  this   regard   Continuing   Director   means  an
                           individual  who is a member of the Board of Directors
                           as of the Effective  Date, or who becomes a member of
                           the Board of Directors  subsequent  to the  Effective
                           Date with the approval of a majority of the Directors
                           who were  Continuing  Directors  as of the  Effective
                           Date;


                  (iii)    a merger of the voting  shares of the  Company  where
                           the voting shares of the resulting merged company are
                           owned or controlled by shareholders of whom more than
                           20%  are  not the  same  as the  shareholders  of the
                           Company immediately prior to the merger; or


                  (iv)     a sale by the  Company  of  substantially  all of the
                           assets  of  the  Company  to an  entity  that  is not
                           controlled by either the  shareholders of the Company
                           or by the Company;


         (j) "COMPANIES" means the Company and Petrogen, Inc.;


         (k)      "COMPANY" means Petrogen Corp., a company  incorporated  under
                  the laws of the  State of  Nevada,  U.S.A.,  or any  successor
                  company,  however  formed,  whether  as a  result  of  merger,
                  amalgamation or other action;


         (l)      "COMPANY'S  NON-RENEWAL NOTICE" has the meaning ascribed to it
                  in section "3.2" hereinbelow;


         (m)      "CONSULTANT" means Neville Henry;


         (n)      "CPR RULES" means the CPR NON-ADMINISTERED  ARBITRATION RULES,
                  as amended, as set forth in Article "7" hereinbelow;


         (o)      "EFFECTIVE  DATE" has the meaning  ascribed to it on the front
                  page of this Agreement;


         (p)      "EFFECTIVE TERMINATION DATE" has the meaning ascribed to it in
                  each of sections "3.2", "3.3", "3.4" and "3.5" hereinbelow;


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -5-


         (q)      "EXCHANGE ACT" has the meaning ascribed to it in section "4.7"
                  hereinbelow;


         (r)      "EXECUTIVE"  has the meaning  ascribed to it in section  "4.7"
                  hereinbelow;


         (s)      "EXPENSES"  has the meaning  ascribed  to it in section  "4.5"
                  hereinbelow;


         (t)      "FEE"  has  the  meaning  ascribed  to  it  in  section  "4.1"
                  hereinbelow;


         (u)      "FOLLOW-ON  OPTION" has the meaning  ascribed to it in section
                  "4.7" hereinbelow;


         (v)      "FORM S-8 REGISTRATION  STATEMENT" has the meaning ascribed to
                  it in section "4.7" hereinbelow;


         (w)      "GENERAL  SERVICES" has the meaning  ascribed to it in section
                  "2.1" hereinbelow;


         (x)      "INDEMNIFIED  PARTY" has the meaning ascribed to it in section
                  "6.1" hereinbelow;


         (y)      "INITIAL  OPTION"  has the  meaning  ascribed to it in section
                  "4.7" hereinbelow;


         (z)      "INITIAL  VESTING  DATE"  has the  meaning  ascribed  to it in
                  section "4.7" hereinbelow;


         (aa)     "INSURANCE"  has the meaning  ascribed to it in section  "6.2"
                  hereinbelow;


         (ab)     "OPTION"  has the  meaning  ascribed  to it in  section  "4.7"
                  hereinbelow;


         (ac)     "OPTION PLAN" has the meaning  ascribed to it in section "4.7"
                  hereinbelow;


         (ad)     "OPTION SHARE" has the meaning ascribed to it in section "4.7"
                  hereinbelow;


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -6-


         (ae)     "PARTIES" or "PARTY" means, individually and collectively, the
                  Company,  Petrogen,  Inc. and/or the Consultant hereto, as the
                  context so requires,  together  with each of their  respective
                  successors and permitted assigns as the context so requires;


         (af)     "PETROGEN,  INC." means Petrogen, Inc., a company incorporated
                  under  the  laws of the  State  of  Colorado,  U.S.A.,  or any
                  successor  company,  however  formed,  whether  as a result of
                  merger, amalgamation or other action;


         (ag)     "POOLING  AGREEMENT" has the meaning ascribed to it in section
                  "4.7" hereinbelow;


         (ah)     "REGULATORY  APPROVAL"  means the  acceptance  for filing,  if
                  required,  of the transactions  contemplated by this Agreement
                  by the Regulatory Authorities;


         (ai)     "REGULATORY  AUTHORITIES"  and "REGULATORY  AUTHORITY"  means,
                  either  singularly or collectively as the context so requires,
                  such  regulatory  agencies  who  have  jurisdiction  over  the
                  affairs of either of the Company,  Petrogen,  Inc.  and/or the
                  Consultant  and  including,   without  limitation,  and  where
                  applicable,  the British Columbia Securities  Commission,  the
                  United States Securities and Exchange  Commission,  NASDAQ and
                  all regulatory  authorities from whom any such  authorization,
                  approval  or other  action is required to be obtained or to be
                  made in connection with the transactions  contemplated by this
                  Agreement;


         (aj)     "REPLENISHED OPTION" has the meaning ascribed to it in section
                  "4.7" hereinbelow;


         (ak)     "RULE"  has  the  meaning  ascribed  to  it in  section  "4.6"
                  hereinbelow;


         (al)     "SECURITIES  ACT" has the  meaning  ascribed  to it in section
                  "4.7" hereinbelow;


         (am)     "SETTLEMENT  AMOUNT" has the meaning ascribed to it in section
                  "4.7" hereinbelow;


         (an)     "SEVERANCE  PACKAGE" has the meaning ascribed to it in section
                  "3.2" hereinbelow;


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -7-


         (ao)     "SUBSIDIARY" means any company or companies of which more than
                  50% of the  outstanding  shares  carrying  votes at all  times
                  (provided  that the ownership of such shares confers the right
                  at all times to elect at least a majority of the  directors of
                  such company or companies)  are for the time being owned by or
                  held  for  that  company  and/or  any  other  company  in like
                  relation  to that  company  and  includes  any company in like
                  relation to the subsidiary;


         (ap)     "VACATION"  has the meaning  ascribed  to it in section  "4.6"
                  hereinbelow; and


         (aq)     "VESTING  OPTION"  has the  meaning  ascribed to it in section
                  "4.7" hereinbelow.


     1.2 INTERPRETATION. For the purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:


         (a)      the words  "HEREIN",  "HEREOF" and "HEREUNDER" and other words
                  of similar  import refer to this  Agreement as a whole and not
                  to any  particular  Article,  section or other  subdivision of
                  this Agreement;


         (b)      any  reference to an entity shall  include and shall be deemed
                  to be a reference to any entity that is a permitted  successor
                  to such entity; and


         (c)      words in the  singular  include  the  plural  and words in the
                  masculine gender include the feminine and neuter genders,  and
                  VICE VERSA.


                                    ARTICLE 2
                  GENERAL SERVICES AND DUTIES OF THE CONSULTANT


     2.1  GENERAL  SERVICES.  During  the  continuance  of  this  Agreement  the
Companies  hereby agree to retain the Consultant as the respective  President of
each of the  Companies,  and the  Consultant  hereby agrees to be subject to the
direction and supervision of the Chief Executive  Officer of the Company,  Sacha
H.  Spindler,  and  the  Board  of  Directors  of the  Company  (the  "BOARD  OF
DIRECTORS"),  consistent with such positions,  and the Consultant also agrees to
accept such  positions in order to provide  such  related  services as the Chief
Executive  Officer and Board of Directors shall,  from time to time,  reasonably
assign to the Consultant and as may be necessary for the ongoing maintenance and
development of the Companies'  various Business interests during the continuance
of this Agreement  (collectively,  the "GENERAL  SERVICES");  it being expressly
acknowledged  and agreed by the Parties hereto that the Consultant  shall commit
and provide to the  Companies  the General  Services on a  reasonably  full-time
basis during the  continuance of this  Agreement for which the Company,  as more
particularly  set forth  hereinbelow,  hereby  agrees to pay and  provide to the


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -8-


order and direction of the Consultant  each of the proposed Fee (as  hereinafter
determined),  signing  fee,  Bonus  (as  hereinafter  determined),  Expense  (as
hereinafter   determined)  payment   reimbursements,   Options  (as  hereinafter
determined),  Vacation (as hereinafter determined) pay, Benefits (as hereinafter
determined) and Severance Package (as hereinafter determined) in accordance with
Articles "3" and "4" hereinbelow.


     In this regard it is hereby  acknowledged  and agreed  that the  Consultant
shall be entitled to communicate with and shall rely upon the advice,  direction
and  instructions of Sacha H. Spindler,  the current  Chairman,  Chief Executive
Officer  and a  Director  of  each  of the  Companies,  or upon  the  advice  or
instructions  of such other  Director or Officer of the Company as Mr.  Spindler
shall, from time to time, designate in times of Mr. Spindler's absence, in order
to initiate,  coordinate  and  implement  the General  Services as  contemplated
herein  subject,  at all times,  to the final  direction and  supervision of the
Board of Directors of the Company.


     2.2  ADDITIONAL  DUTIES  RESPECTING  THE GENERAL  SERVICES.  Without in any
manner  limiting the  generality  of the General  Services to be provided as set
forth in section "2.1"  hereinabove,  it is hereby also  acknowledged and agreed
that  Consultant  will,  during  the  continuance  of  this  Agreement,   devote
reasonably all of the  Consultant's  consulting time to the General  Services of
the  Consultant as may be determined  and required by the Board of Directors for
the performance of said General Services faithfully,  diligently, to the best of
the  Consultant's  abilities  and in the best  interests of the  Companies  and,
furthermore,  that the  Consultant's  consulting time will be prioritized at all
times for the Companies in that regard.


     2.3 ADHERENCE TO RULES AND POLICIES OF THE COMPANIES. The Consultant hereby
acknowledges  and  agrees  to  abide  by  the  reasonable  rules,   regulations,
instructions,  personnel practices and policies of the Companies and any changes
therein  which  may be  adopted  from  time to time by the  same as such  rules,
regulations,  instructions,  personnel  practices and policies may be reasonably
applied to the Consultant as the President and Chief  Operating  Officer of each
of the Companies.


                                    ARTICLE 3
                    EFFECTIVENESS, TERMINATION AND SEVERANCE


     3.1  EFFECTIVENESS  OF  THE  AGREEMENT.  This  Agreement  commences  on the
Effective Date as set forth hereinabove,  however,  is subject, at all times, to
the Companies' prior receipt,  if required,  of Regulatory Approval from each of
the Regulatory  Authorities to the terms and conditions of and the  transactions
contemplated by this Agreement.


     3.2  TERMINATION  WITHOUT  CAUSE  BY THE  COMPANY  AND  SEVERANCE  PACKAGE.
Notwithstanding  any other  provision of this  Agreement,  this Agreement may be
terminated  by the Company at any time after the  Effective  Date and during the


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -9-


continuance  of this  Agreement  upon its  delivery to the  Consultant  of prior
written notice of its intention to do so (the "COMPANY'S NOTICE OF TERMINATION")
at least 60 calendar  days prior to the effective  date of any such  termination
(the "EFFECTIVE  TERMINATION DATE"). In any such event the Consultant's  ongoing
obligation  to  provide  the  General  Services  will  continue  only  until the
Effective  Termination  Date  and the  Company's  shall  continue  to pay to the
Consultant all of the amounts  otherwise payable to the Consultant under Article
"4" hereinbelow until the Effective  Termination Date (and including for greater
certainty,  however,  without  limiting any of the amounts payable under Article
"4"  hereinbelow,  a pro rata portion of any Fees (as  hereinafter  determined),
Bonuses (as hereinafter  determined),  Vacation (as hereinafter  determined) pay
and Benefits (as hereinafter determined). In this regard, and in addition to all
of the amounts  otherwise  due and payable to the  Consultant  under Article "4"
hereinbelow,  the Company shall also pay to the Consultant the following amounts
in the  following  manner,  however,  subject  at all times to the  Consultant's
ongoing   compliance  with  the  Consultant's   obligations  under  Article  "5"
hereinbelow:


         (a)      an additional  severance  payment  equating to an aggregate of
                  three months of the monthly Fee then payable by the Company to
                  the Consultant on the Effective  Termination Date; and payable
                  within 10 business days of the Effective Termination Date;


         (b)      any Expense payment reimbursements which would then be due and
                  owing  by the  Company  to the  Consultant  to the date of the
                  Effective  Termination  Date; and, subject to the Consultant's
                  prior   compliance   with  the  provisions  of  section  "4.5"
                  hereinbelow,  payable within 10 business days of the Effective
                  Termination Date;


         (c)      any  Vacation  pay  which  would  then be due and owing by the
                  Company  to the  Consultant  to  the  date  of  the  Effective
                  Termination  Date;  and payable within 10 business days of the
                  Effective Termination Date;


         (d)      subject  to  the  provisions  of  section  "4.7"  hereinbelow,
                  confirmation  that all of the  Consultant's  then  issued  and
                  outstanding and vested Options in and to the Company as at the
                  Effective Termination Date are exercisable for a period of one
                  year from the Effective Termination Date; and


         (e)      confirmation  that  all  of  the  Consultant's  then  Benefits
                  coverage  would be extended to the  Consultant and paid for by
                  the  Company for a period  ending one year from the  Effective
                  Termination Date;


with the  aggregate  of each such  obligation  of the Company to the  Consultant
under each of paragraphs "(a)",  "(b)", "(c)", "(d)" and "(e)" hereinabove being
herein collectively referred to as the "SEVERANCE PACKAGE".


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -10-


     3.3 TERMINATION WITHOUT CAUSE BY THE CONSULTANT.  Notwithstanding any other
provision of this Agreement,  this Agreement may be terminated by the Consultant
at any  time  after  the  Effective  Date and  during  the  continuance  of this
Agreement upon the Consultant's  delivery to the Company of prior written notice
of its intention to do so at least 30 calendar days prior to the effective  date
of any such termination  (herein also the "EFFECTIVE  TERMINATION DATE"). In any
such event the Company shall pay to the Consultant all of the amounts  otherwise
due or  payable  to the  Consultant  by the  Company  pursuant  to  Article  "4"
hereinbelow until the Effective Termination Date.


     3.4  TERMINATION  FOR CAUSE BY ANY PARTY AND ADVANCE.  Notwithstanding  any
other  provision of this  Agreement,  this Agreement may be terminated by either
Party hereto at any time upon written  notice to the other Party of such Party's
intention to do so at least 30 calendar days prior to the effective  date of any
such termination  (herein also the "EFFECTIVE  TERMINATION  DATE"),  and damages
sought, if:


         (a)      the  other  Party  fails  to  cure a  material  breach  of any
                  provision of this  Agreement  within 30 calendar days from its
                  receipt  of  written  notice  from  said  Party  (unless  such
                  material  breach  cannot be  reasonably  cured  within said 30
                  calendar days and the other Party is actively pursuing to cure
                  said material breach);


         (b)      the other Party is willfully  non-compliant in the performance
                  of its  respective  duties  under  this  Agreement  within  30
                  calendar  days from its  receipt of written  notice  from said
                  Party (unless such willful non-compliance cannot be reasonably
                  corrected  within said 30 calendar days and the other Party is
                  actively pursuing to cure said willful non-compliance);


         (c)      the other Party commits fraud or serious neglect or misconduct
                  in the discharge of its respective  duties  hereunder or under
                  the law; or


         (d)      the other Party  becomes  adjudged  bankrupt or a petition for
                  reorganization  or  arrangement  under  any  law  relating  to
                  bankruptcy,  and where any such  involuntary  petition  is not
                  dismissed within 30 calendar days.


     In this regard,  and in the event that either of the  Companies  terminates
this  Agreement  at any time for cause by  providing  30  calendar  days'  prior
written notice to the Consultant  with respect to either of paragraphs  "(a)" or
"(b)" only  hereinabove,  the  Company  shall pay to the  Consultant  all of the
amounts  otherwise due or payable to the  Consultant by the Company  pursuant to
Article "4" hereinbelow until the Effective Termination Date (collectively,  the
"ADVANCE").


     In this  regard,  and in the  event  that the  Consultant  terminates  this
Agreement  at any time for cause by providing  30 calendar  days' prior  written
notice to the Company with respect to either of  paragraphs  "(a)" or "(b)" only


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -11-


hereinabove,  the Company  shall also pay to the  Consultant  all of the amounts
otherwise due or payable to the  Consultant  by the Company  pursuant to Article
"4" hereinbelow until the Effective Termination Date as an Advance. In addition,
and should it then be either agreed by the Company or determined by  arbitration
in accordance  with Article "7"  hereinbelow  that the Consultant  had, in fact,
appropriately  terminated  this  Agreement for cause,  the Company shall then be
obligated to provide and pay to the Consultant all of the amounts which comprise
the Severance Package in the manner as set forth in section "3.2" hereinabove.


     3.5 DISABILITY OR DEATH AND ADVANCE. Notwithstanding any other provision of
this Agreement, this Agreement may be terminated at any time by any Party within
30 calendar days after the death or disability of the  Consultant,  as a without
fault  termination (the resulting  effective date of any such termination  being
herein  also  the  "EFFECTIVE  TERMINATION  DATE").  For  the  purposes  of this
Agreement the term "DISABILITY" shall mean the Consultant shall have been unable
to provide the General Services  contemplated  under this Agreement for a period
of 180 calendar days,  whether or not  consecutive,  during any 360 calendar day
period,  due to a physical or mental  disability.  A determination of disability
shall  be made  by a  physician  satisfactory  to both  the  Consultant  and the
Company;  provided  that if the  Consultant  and the  Company  do not agree on a
physician,  the  Consultant  and the Company  shall each select a physician  and
these two together  shall select a third  physician  whose  determination  as to
disability  shall be binding on all Parties.  In the event that the Consultant's
employment  is  terminated  by death or because of  disability  pursuant to this
Agreement,  the  Company  shall pay to the  estate of the  Consultant  or to the
Consultant,  as the case may be,  all  amounts  to which  the  Consultant  would
otherwise  be  entitled  under  Article  "4"  hereinbelow  until  the  Effective
Termination Date.


     3.6 EFFECT OF TERMINATION.  Terms of this Agreement relating to accounting,
payments, confidentiality non-compete, accountability for damages or claims, and
all other matters reasonably extending beyond the terms of this Agreement and to
the benefit of the Parties  hereto or for the  protection of the Business of the
Companies  shall survive the  termination of this  Agreement,  and any matter of
interpretation  thereto  shall  be  given a wide  latitude  in this  regard.  In
addition,  and without  limiting the foregoing,  each of sections "3.2",  "3.3",
"3.4" and "3.5" hereinabove shall survive the termination of this Agreement.


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -12-


                                    ARTICLE 4
                 GENERAL SERVICES COMPENSATION OF THE CONSULTANT


     4.1 MONTHLY FEE.  Subject at all times to sections  "4.3",  "4.4" and "4.5"
hereinbelow,  it is hereby  acknowledged  and agreed that the  Consultant  shall
render the General  Services as defined  hereinabove  during the  continuance of
this  Agreement and shall thus be  compensated on a monthly basis by the Company
from the Effective Date of this Agreement to the  termination of the same by way
of the payment by the  Company to the  Consultant,  or to the  further  order or
direction of the Consultant as the Consultant may determine, in the Consultant's
sole and absolute  discretion,  and advise the Company of prior to such payment,
of the gross monthly fee of U.S.  $15,000.00  (the "FEE").  In this regard it is
hereby  acknowledged  and agreed  that the within Fee  represents  the gross Fee
which is  presently  due and owing by the  Company to the  Consultant  under the
terms and conditions of this Agreement. All such Fees will be due and payable by
the Company to the  Consultant,  or to the  further  order or  direction  of the
Consultant  as the  Consultant  may  determine,  in the  Consultant's  sole  and
absolute discretion, and advise the Company of prior to any such Fee payment, on
the final business day of the month of the then monthly period of service during
the  continuance  of  this  Agreement;  provided,  however,  that  it is  hereby
acknowledged and agreed:  (i) that only U.S.  $7,500.00 of the Fee will actually
be paid by the Company to the  Consultant  on a monthly basis from the Effective
Date hereof up to and including the month of January of 2004; and (ii) that only
U.S.  $10,000.00  of the  Fee  will  actually  be  paid  by the  Company  to the
Consultant on a monthly basis  thereafter;  with the balance of each monthly Fee
being accrued, without interest, until such time as the Company is in a position
to be able to  afford  to pay the  Consultant  either  the  balance  of all Fees
accrued or the entire  monthly  Fee from  future  financing(s)  and/or  positive
monthly cash flow.


     4.2 SIGNING FEE. In addition to and  notwithstanding any other compensation
provided  by the  Company  to the  Consultant  under  this  Agreement,  upon the
Effective Date of this  Agreement the Company shall also pay to the  Consultant,
or to the further  order or direction of the  Consultant as the  Consultant  may
determine,  in the  Consultant's  sole and absolute  discretion,  and advise the
Company of prior to such payment, of a one-time signing fee of U.S. $35,000.00.


     4.3  INCREASE  IN THE FEE.  It is  hereby  acknowledged  that the  proposed
initial Fee payments under this Agreement were negotiated as between the Parties
hereto in the context of the stage of development  of the Companies  existing as
at the Effective Date hereof.  Correspondingly,  it is hereby  acknowledged  and
agreed that the Fee shall be reviewed and  renegotiated at the request of either
Party on a reasonably  consistent basis during the continuance of this Agreement
and, in the event that the Parties cannot agree, then the Fee shall be increased
on an annual  basis by the greater of (i) 15% and (ii) the  percentage  which is
the average  percentage of all increases to management  salaries and fees within
the Companies during the previous 12-month period. Any dispute respecting either
the effectiveness or magnitude of the final Fee hereunder shall be determined by
arbitration in accordance with Article "7" hereinbelow.


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -13-


     4.4  BONUS.  It is hereby  also  acknowledged  that the Board of  Directors
shall,  in good faith,  consider  the payment of  reasonable  industry  standard
annual  bonuses  (each  being a  "BONUS")  based  upon  the  performance  of the
Companies and upon the  achievement  by the  Consultant  and/or the Companies of
reasonable  management  objectives to be reasonably  established by the Board of
Directors  (after  reviewing  proposals  with  respect  thereto  defined  by the
Consultant  in  the  Consultant's  capacity  as the  President  of  each  of the
Companies, and delivered to the Board of Directors by the Consultant at least 30
calendar  days  before the  beginning  of the  relevant  year of the Company (or
within 90 calendar  days  following  the  commencement  of the  Company's  first
calendar year commencing on the Effective  Date).  These  management  objectives
shall consist of both financial and  subjective  goals and shall be specified in
writing by the Board of Directors,  and a copy shall be given to the  Consultant
prior to the  commencement of the applicable year. The payment of any such Bonus
shall be payable no later than  within 120  calendar  days of the  ensuing  year
after any calendar year commencing on the Effective Date. Any dispute respecting
either  the  effectiveness  or the  magnitude  of any Bonus  hereunder  shall be
determined by arbitration in accordance with Article "7" hereinbelow.


     4.5  REIMBURSEMENT OF EXPENSES.  It is hereby  acknowledged and agreed that
the  Consultant  shall also be reimbursed  for all direct,  reasonable  expenses
mutually agreed upon in advance between the Company and the Consultant  actually
and  properly  incurred  by the  Consultant  for the  benefit  of the  Companies
(collectively,  the  "EXPENSES");  and which Expenses shall include,  but not be
limited to, all cellular phone,  telephone,  facsimile,  travel,  mileage, meal,
courier,  postage,  etc. expenses, or any other incidental Expenses to an amount
of not more that U.S.  $500.00  per  month,  or any other  Expenses  that may be
greater than U.S.  $500.00 per month that are mutually agreed upon in advance by
the Company and the Consultant;  and which Expenses,  it is hereby  acknowledged
and agreed, shall be payable by the Company to the order,  direction and account
of the Consultant as the Consultant may designate in writing, from time to time,
in the  Consultant's  sole  and  absolute  discretion,  as soon as  conveniently
possible  after the prior  delivery by the  Consultant to the Company of written
substantiation on account of each such reimbursable  Expense. In this regard the
Company  also  intends  to provide  the  Consultant  with a laptop  and  desktop
computer for his use during the continuance of and for the purposes of rendering
the General Services under this Agreement.


     4.6 PAID VACATION.  It is hereby also  acknowledged and agreed that, during
the  continuance of this  Agreement,  the  Consultant  shall be entitled to four
weeks paid vacation  (collectively,  the "VACATION")  during each and every year
during  the  continuance  of  this  Agreement.  In  this  regard  it is  further
understood  hereby that the  Consultant's  entitlement to any such paid Vacation
during any year  (including  the initial  year) during the  continuance  of this
Agreement will be subject, at all times, to the Consultant's entitlement to only
a pro rata portion of any such paid Vacation time during any year (including the
initial year) and to the effective  date upon which this Agreement is terminated
prior to the end of any such year for any reason whatsoever.


     4.7  INITIAL  OPTION,  VESTING  OPTIONS,  ADDITIONAL  OPTIONS,  REPLENISHED
OPTIONS AND FOLLOW-ON  Options.  Subject to the following,  it is hereby further
acknowledged  and agreed that,  during the  continuance of this  Agreement,  the
Consultant will be granted,  subject to the rules and policies of the Regulatory


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -14-


Authorities and applicable securities  legislation,  the terms and conditions of
the  Company's  existing  stock  option plan (the  "OPTION  PLAN") and the final
determination  of the  Board of  Directors,  acting  reasonably,  the  following
incentive  stock options (each being an "OPTION") to acquire up to the following
number of common  shares of the  Company  (each  being an  "OPTION  SHARE"  when
acquired) in the following manner and subject to the following restrictions:


         (a)      INITIAL OPTION:  upon the Effective Date of this Agreement the
                  Consultant will be granted an incentive stock Option in and to
                  the  Company  for the  collective  purchase of no less than an
                  aggregate of up to 200,000 Option Shares of the Company; which
                  incentive Option will be exercisable for a period of ten years
                  from the Effective  Date, at an exercise  price of U.S.  $0.20
                  per Option  Share in respect of 100,000 of such Option  Shares
                  and at an  exercise  price of U.S.  $0.25 per Option  Share in
                  respect of the balance of 100,000 of such Option  Shares;  all
                  in accordance  with the terms and  conditions of the Company's
                  existing  Option  Plan  and  the  rules  and  policies  of the
                  Regulatory  Authorities (such Option being herein the "INITIAL
                  OPTION");


         (b)      VESTING OPTIONS: upon the Effective Date of this Agreement the
                  Consultant  will also be granted  incentive  and vesting stock
                  Options in and to the Company for the  collective  purchase of
                  no less than an aggregate of up to a further  1,200,000 Option
                  Shares of the Company;  at an exercise price of U.S. $0.25 per
                  Option  Share;  which  incentive  vesting  Options  (each such
                  Option being herein a "VESTING  OPTION")  will be  exercisable
                  for the  periods  set forth  hereinbelow  and  subject  to the
                  following   vesting   provisions   for  exercise   during  the
                  continuance of this Agreement in the following manner only:


                  (i)      INITIAL VESTING  OPTION:  as to an initial 600,000 of
                           the  Option  Shares  under the  Vesting  Option,  the
                           Consultant shall have the initial vested right, for a
                           period  of ten  years  from the  Effective  Date,  to
                           purchase an aggregate of up to 16,690  Option  Shares
                           under the initial  Vesting Option one month following
                           the Effective Date (the "INITIAL VESTING DATE"),  and
                           the  Consultant's  remaining  right  to  purchase  an
                           aggregate  of  up to  the  remaining  583,310  Option
                           Shares  under the initial  Vesting  Option shall only
                           vest in equal monthly proportions over a period of 35
                           months from the Initial  Vesting Date; with the first
                           such  proportion  (that  being  1/35th or for  16,666
                           Option  Shares) of the Vesting  Option vesting on the
                           day which is one month from the Initial  Vesting Date
                           and with the  remaining  monthly  proportions  of the
                           Vesting  Option  vesting on the same day of the month
                           for each of the ensuing 34 months therefrom; and


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -15-


                  (ii)     FINAL  VESTING  OPTION:   subject  to  the  following
                           restriction  as  to  exercise,  as to  the  remaining
                           600,000  of  the  Option  Shares  under  the  Vesting
                           Option,  the Consultant shall have the further vested
                           right,  for a period of five years from the Effective
                           Date,  to  purchase  an  aggregate  of up  to  16,690
                           additional  Option  Shares  under the  final  Vesting
                           Option  on  the  Initial   Vesting   Date;   and  the
                           Consultant's remaining right to purchase an aggregate
                           of up to the  remaining  583,310  Option Shares under
                           the final  Vesting  Option  shall  only vest in equal
                           monthly  proportions  over a period of 35 months from
                           the Initial Vesting Date; provided, however, that the
                           Consultant's right to exercise and acquire any Option
                           Shares  under  this  final  Vesting  Option  will  be
                           limited,   at  all  times,   to  the   exercise   and
                           acquisition  of any vested  Option  Shares  under the
                           final Option  Agreement  within a period of 12 months
                           from the actual date of vesting in each such instance
                           (failing  which that  portion of the then  vested and
                           final Vesting Option will automatically terminate);


         (c)      ADDITIONAL  OPTIONS: it is hereby also acknowledged and agreed
                  that, during each year during the ongoing  continuance of this
                  Agreement,  the  Consultant  shall also be  compensated by the
                  Company  from  the  commencement  of  each  such  year of this
                  Agreement  to  the  termination  of  the  same  by  way of the
                  granting by the Company to the  Consultant,  again  subject to
                  each of the rules and policies of the  Regulatory  Authorities
                  and   applicable   securities   legislation,   the  terms  and
                  conditions of the Company's existing Option Plan and the final
                  determination of the Board of Directors, acting reasonably, of
                  further  incentive  stock  Options in and to the Company (each
                  being an "ADDITIONAL  OPTION") for the collective  purchase of
                  not less than a further  aggregate of the following  number of
                  Option Shares of the Company in the following manner:


                  (i)      upon  the  first  day  of  the  second  year  of  the
                           continuance of this Agreement the Consultant  will be
                           granted an  Additional  Option in and to the  Company
                           for  the  collective  purchase  of no  less  than  an
                           aggregate  of up to  600,000  Option  Shares  of  the
                           Company  for a period of ten  years  from the date of
                           such granting;


                  (ii)     upon  the  first  day  of  the  third   year  of  the
                           continuance of this Agreement the Consultant  will be
                           granted  a  further  Additional  Option in and to the
                           Company for the  collective  purchase of no less than
                           an aggregate of up to a further 600,000 Option Shares
                           of the  Company  for a period of ten  years  from the
                           date of granting; and


                  (iii)    upon  the  first  day  of  the  fourth  year  of  the
                           continuance of this Agreement the Consultant  will be
                           granted  a  further  Additional  Option in and to the
                           Company for the  collective  purchase of no less than


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -16-


                           an aggregate of up to a further 600,000 Option Shares
                           of the  Company  for a period of ten  years  from the
                           date of granting; and


                  at each  such  date of  granting  of an  Additional  Option as
                  contemplated  hereinabove each such Additional  Option will be
                  exercisable at an exercise  price per Option Share  underlying
                  any such Additional  Option  determined at up to 30% below the
                  then ten-day  trading  average of the Company's  shares on any
                  recognized  exchange in North America immediately prior to the
                  date of granting;  and which  Additional  Option or Additional
                  Option(s),  subject  to the final  form of  Option  agreement,
                  shall, unless otherwise  determined by the Board of Directors,
                  acting  reasonably,  vest not less than on an equivalent basis
                  quarterly  during the first year of the exercise period of any
                  such Additional  Option and based upon the prior attainment by
                  the Companies of certain development milestones which shall be
                  agreed to by the  Consultant and the Company in advance of the
                  granting of any such Additional Option. Any dispute respecting
                  either the  granting  or the terms of any  Additional  Options
                  hereunder  shall be  determined by  arbitration  in accordance
                  with Article "7" hereinbelow;


         (d)      REPLENISHED  OPTIONS: it is hereby acknowledged and understood
                  that, during the continuance of this Agreement,  and while the
                  Company is not in a  position  to be able to afford to pay the
                  Consultant all amounts otherwise due hereunder, the Consultant
                  may  be  required,  with  the  prior  written  request  of the
                  Company,  to exercise certain of the Consultant's  then vested
                  and  exercisable  Vested  Options  and/or  Additional  Options
                  granted  hereunder and pay for the exercise  price of the same
                  by way of the then  settlement  by the  Consultant  of certain
                  indebtedness  which may then be due and  owing by the  Company
                  under this  Agreement  (each  such  deemed  settlement  dollar
                  amount  per  Option  exercise  being  a  "SETTLEMENT   AMOUNT"
                  hereunder as adjusted hereinbelow). In this regard, and should
                  any Settlement Amounts for Option Shares be settled during the
                  initial  three  years of the  continuance  of this  Agreement,
                  then, subject to the following proviso, and in addition to the
                  Initial Option, the Vesting Options and the Additional Options
                  already  granted  hereunder,   the  Consultant  will  then  be
                  entitled to be granted,  at the end of such three-year  period
                  and from time to time and when applicable on a quarterly basis
                  thereafter,  further  incentive  stock  Options  in and to the
                  Company (each such Option being herein a "REPLENISHED OPTION")
                  then equal to and  exercisable  for that number of  additional
                  Option  Shares of the  Company  which would then equate to the
                  then  Settlement  Amount  divided  by the  exercise  price per
                  Option Share underlying any such Replenished Option determined
                  as the then ten-day trading average of the Company's shares on
                  any recognized  exchange in North America immediately prior to
                  the  date  of  each  such  granting;  and in  each  such  case
                  exercisable  for a  period  of ten  years  from  the  date  of
                  granting;    provided,   however,   that,   with   the   prior
                  acknowledgement  that the intent of all Replenished Options is
                  to only  reimburse the  Consultant  for any Vested Options and
                  Additional Options lost for amounts otherwise settled than for
                  cash,  the  Consultant and the Company shall first be required
                  deduct from the Settlement  Amount,  in each such instance for


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -17-


                  the granting of any  Replenished  Option,  any net proceeds to
                  the  Consultant  from the sale of any Option  Shares under any
                  exercised Vested Options and/or  Additional  Options which are
                  in excess of the then aggregate  Settlement  Amount previously
                  exercised.  It is hereby acknowledged and agreed that it shall
                  be the Consultant's responsibility to report to the Company in
                  writing  as  to  any  net  Settlement  Amounts  not  otherwise
                  satisfied  after the  third  year of this  Agreement,  and any
                  dispute  respecting  either the  effectiveness or magnitude of
                  any such  Replenish  Option to be granted  hereunder  shall be
                  determined  by  arbitration  in  accordance  with  Article "7"
                  hereinbelow; and


         (e)      FOLLOW-ON  OPTIONS:  it is  hereby  further  acknowledged  and
                  agreed that, during the continuance of this Agreement,  and in
                  addition  to the Initial  Option,  the  Vesting  Options,  the
                  Additional Options and the Replenished Options hereunder,  the
                  Consultant  will also be  granted,  from time to time and when
                  applicable,  further  incentive  stock  Options  in and to the
                  Company  (each such Option being herein a "FOLLOW-ON  OPTION")
                  equal  to  15%  of  any  incentive  stock  options  which  are
                  heretofore  granted by the Company  after the  Effective  Date
                  hereof to any individuals  comprising the following  executive
                  positions   in   and  to  the   Company   (collectively,   the
                  "EXECUTIVE"): (that being to either of the Chairman (currently
                  Mr.  Spindler),  the Chief  Executive  Officer  (currently Mr.
                  Spindler),  the  President  (currently  the  Consultant),  any
                  Executive  Vice-President  (currently Messrs. William Kerrigan
                  and Timothy Russell); and on the same terms and conditions PRO
                  TANTA.  Any dispute  respecting  either the  effectiveness  or
                  magnitude of any such Follow-on Option to be granted hereunder
                  shall be determined by arbitration in accordance  with Article
                  "7" hereinbelow.


     In  this  regard,  and  subject  also  to  the  following,   it  is  hereby
acknowledged  and agreed that the exercise of any such Initial  Option,  Vesting
Option,  Additional Option,  Replenished Option or Follow-on Option (each being,
again, an "OPTION")  shall be subject,  at all times, to such vesting and resale
provisions as may then be contained in the  Company's  Option Plan and as may be
finally determined by the Board of Directors, acting reasonably. Notwithstanding
the foregoing, however, it is hereby also acknowledged and agreed that:


         (a)      in the event that this  Agreement is  terminated in accordance
                  with  either  of  sections  "3.2",   "3.3",   "3.4"  or  "3.5"
                  hereinabove,  such portion of the within and remaining Vesting
                  Option(s),  Additional  Option(s)  and  Replenished  Option(s)
                  which  shall have then vested in the  foregoing  manner and on
                  the    determined    Effective    Termination    Date   shall,
                  notwithstanding   the   remaining   exercise   period  of  the
                  Option(s),  then be exercisable by the Consultant for a period
                  of one year following such Effective Termination Date; and


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -18-


         (b)      in the event of a Change in Control of the Company, the within
                  Option(s) shall vest  immediately and in priority to any other
                  vesting  provision  contained  in  this  Agreement  and in any
                  agreement  evidencing  the within  Option(s)  subject,  at all
                  times,  to the  terms and  conditions  of the  Company's  then
                  Option Plan.


     In this regard,  and in  accordance  with the terms and  conditions of each
final form of Option  agreement,  the Parties hereby also  acknowledge and agree
that:


         (a)      REGISTRATION  OF OPTION  SHARES  UNDER THE INITIAL  OPTION AND
                  VESTING OPTIONS: the Company shall file with the United States
                  Securities and Exchange  Commission (the "SEC") a registration
                  statement on Form S-8 (the "FORM S-8 REGISTRATION  STATEMENT")
                  within 90  calendar  days  after  the  Effective  Date  hereof
                  covering  the  issuance  of all Option  Shares of the  Company
                  underlying the then issued Initial Option and Vesting Options,
                  and such Form S-8 Registration Statement shall comply with all
                  requirements  of the  SECURITIES  ACT OF 1933, as amended (the
                  "SECURITIES  ACT").  In this regard the Company  shall use its
                  best  efforts  to  ensure  that  the  Form  S-8   Registration
                  Statement remains effective as long as such Initial Option and
                  Vesting  Options are  outstanding,  and the  Consultant  fully
                  understands and acknowledges  that these Option Shares will be
                  issued in reliance upon the exemption  afforded under the Form
                  S-8  Registration  Statement  which is  available  only if the
                  Consultant  acquires such Option Shares for investment and not
                  with a view to  distribution.  The Consultant is familiar with
                  the phrase  "acquired  for  investment  and not with a view to
                  distribution"  as it  relates  to the  Securities  Act and the
                  special meaning given to such term in various  releases of the
                  SEC;


         (b)      REGISTRATION OF OPTION SHARES UNDER THE ADDITIONAL OPTIONS AND
                  FOLLOW-ON OPTIONS: subject, in part, to the pooling provisions
                  of paragraph  "(e)"  hereinbelow,  the Company shall also file
                  with  the SEC a Form  S-8  Registration  Statement  within  90
                  calendar  days  after  the  granting  by  the  Company  to the
                  Consultant of any  Additional  Option,  Replenished  Option or
                  Follow-on Option hereunder covering the issuance of all Option
                  Shares of the Company  underlying  the then issued  Additional
                  Option,  Replenished Option or Follow-on Option, and such Form
                  S-8 Registration  Statement shall comply with all requirements
                  of the Securities  Act. In this regard the Company shall again
                  use its best efforts to ensure that the Form S-8  Registration
                  Statement remains effective as long as such Additional Option,
                  Replenished Option or Follow-on Option is outstanding, and the
                  Consultant fully understands and again acknowledges that these
                  Option  Shares will be issued in reliance  upon the  exemption
                  afforded under the Form S-8  Registration  Statement  which is
                  available only if the  Consultant  acquires such Option Shares
                  for investment and not with a view to distribution;


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -19-


         (c)      SECTION 16  COMPLIANCE:  the  Company  shall  ensure  that all
                  grants  of  Options  are made to  ensure  compliance  with all
                  applicable  provisions  of the exemption  afforded  under Rule
                  16b-3  promulgated  under the  SECURITIES  AND EXCHANGE ACT OF
                  1934, as amended (the "EXCHANGE  ACT").  Without  limiting the
                  foregoing,  the Company shall have an independent committee of
                  the Board of  Directors  of the Company  approve each grant of
                  incentive stock options to the Executive and, if required,  by
                  the applicable Regulatory  Authorities and the shareholders of
                  the  Company.  The  Company  shall  file,  on  behalf  of  the
                  Executive, all reports required to filed with the SEC pursuant
                  to the  requirements  of Section  16(a) under the Exchange Act
                  and applicable rules and regulations;


         (d)      DISPOSITION  OF ANY  OPTION  SHARES:  the  Consultant  further
                  acknowledges and understands that,  without in anyway limiting
                  the   acknowledgements   and   understandings   as  set  forth
                  hereinabove,  the Consultant  agrees that the Consultant shall
                  in no event make any  disposition of all or any portion of the
                  Option  Shares  which the  Consultant  may  acquire  hereunder
                  unless and until:


                  (i)      there is then in  effect a  "REGISTRATION  STATEMENT"
                           under  the  Securities  Act  covering  such  proposed
                           disposition   and   such   disposition   is  made  in
                           accordance with said Registration Statement; or


                  (ii)     (A) the Consultant shall have notified the Company of
                           the proposed disposition and shall have furnished the
                           Company   with   a   detailed    statement   of   the
                           circumstances  surrounding the proposed  disposition,
                           (B) the  Consultant  shall have furnished the Company
                           with an opinion of the  Consultant's  own  counsel to
                           the effect  that such  disposition  will not  require
                           registration  of any such  Option  Shares  under  the
                           Securities   Act  and  (C)   such   opinion   of  the
                           Consultant's  counsel shall have been concurred in by
                           counsel for the  Company  and the Company  shall have
                           advised the Consultant of such concurrence;


         (e)      POOLING OF ANY OPTION  SHARES  UNDER  ADDITIONAL  OPTIONS  AND
                  REPLENISHED  OPTIONS:  the Consultant further acknowledges and
                  understands  that,  notwithstanding  the  prior  filing by the
                  Company  of any Form S-8  Registration  Statement  and  Resale
                  Registration  Statement in  connection  with any Option Shares
                  acquired by the Consultant under any vested  Additional Option
                  and Replenished  Option hereunder,  within 90 calendar days of
                  the  granting of the first  Additional  Option  hereunder  the
                  Parties hereby agree to negotiate, in good faith and to formal
                  agreement,  a  proposed  pooling  or  lock-up  agreement  (the
                  "POOLING  AGREEMENT") covering the resale of any Option Shares
                  acquired by the  Consultant  under any  Additional  Option and
                  Replenished  Option  hereunder,  with the prior  understanding
                  that the purpose of the proposed Pooling  Agreement will be to
                  provide for the orderly trading of the Company's  common stock
                  during the continuance of this Agreement.  In this regard, and
                  should the Parties be unable to form a final Pooling Agreement


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -20-


                  as set forth hereinabove,  the final form of Pooling Agreement
                  shall be determined by arbitration in accordance  with Article
                  "7" hereinbelow; and


         (f)      PAYMENT  FOR  ANY  OPTION   SHARES:   it  is  hereby   further
                  acknowledged  and agreed that,  during the continuance of this
                  Agreement,  the  Consultant  shall be entitled to exercise any
                  vested Option granted hereunder and pay for the same by way of
                  the prior  agreement of the  Consultant,  in the  Consultant's
                  sole and absolute discretion,  and with the prior knowledge of
                  the Company,  to settle any indebtedness  which may be due and
                  owing by the Company  under this  Agreement in payment for the
                  exercise price of any Option Shares  acquired  thereunder.  In
                  this regard,  and subject to further discussion as between the
                  Company and the  Consultant,  together with the prior approval
                  of the Board of Directors of the Company and the establishment
                  by the Company of a new Option Plan  predicated upon the same,
                  it is  envisioned  that,  when the Company is in a position to
                  afford the same,  the  Company  may adopt  certain  additional
                  "cashless  exercise"  provisions  respecting  the granting and
                  exercise of incentive  stock options during the continuance of
                  this Agreement.


     4.8 BENEFITS.  It is hereby  acknowledged and agreed that, when instituted,
and during the continuance of this Agreement,  the Consultant  shall be entitled
to participate fully in each of the Companies' respective medical services plans
and management and employee benefits program(s) (collectively, the "BENEFITS").



                                    ARTICLE 5
                    ADDITIONAL OBLIGATIONS OF THE CONSULTANT


     5.1  REPORTING.  At such time or times as may be  required  by the Board of
Directors of the Company,  acting  reasonably,  the Consultant  will provide the
Board  of  Directors  with  such  information  concerning  the  results  of  the
Consultant's General Services and activities hereunder for the previous month as
the Board of Directors may reasonably require.


     5.2 NON-CIRCUMVENTION. The Consultant hereby acknowledges and agrees, for a
period of at least six months  following the  termination  of this Agreement for
any reason  whatsoever,  not to initiate any contact or  communication  directly
with either of the  Companies or any of their  respective  subsidiaries,  as the
case  may be,  together  with  each of  their  respective  directors,  officers,
representatives,  agents or employees,  without the prior written consent of the
Board of Directors and, notwithstanding the generality of the foregoing, further
acknowledges  and agrees,  even with the prior  written  consent of the Board of
Directors  to  such  contact  or   communication,   to  limit  such  contact  or
communication to discussions  outside the scope of any confidential  information
(as hereinafter  determined) and now with any view to causing any such person to
leave his or her position with either of the Companies.


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -21-


     5.3  CONFIDENTIALITY.  The  Consultant  will not,  except as  authorized or
required by the Consultant's  duties hereunder,  reveal or divulge to any person
or companies any information  concerning the organization,  business,  finances,
transactions  or other  affairs  of the  Companies  or of any of the  Companies'
respective  subsidiaries which may come to the Consultant's knowledge during the
continuance of this Agreement,  and the Consultant will keep in complete secrecy
all  confidential  information  entrusted to the  Consultant and will not use or
attempt to use any such information in any manner which may injure or cause loss
either directly or indirectly to the Companies'  respective  Business interests.
This  restriction  will  continue  to apply for a period of two years  after the
termination  of this  Agreement  but  will  cease to  apply  to  information  or
knowledge which may come into the public domain.


     5.4 COMPLIANCE  WITH  APPLICABLE  LAWS.  The Consultant  will not knowingly
violate any Canadian,  U.S. and foreign  laws,  whether  federal,  provincial or
state,  applicable to the Consultant's  duties  hereunder and, in addition,  any
information  which the Consultant may provide to any person or company hereunder
will, to the best of the  Consultant's  knowledge,  information  and belief,  be
accurate and complete in all material respects and not misleading,  and will not
omit to state any fact or information  which would be material to such person or
company. In this regard the Company hereby agrees to provide the Consultant with
access to the Company's legal counsel in order to determine,  in advance, if the
proposed  performance by the Consultant of any General Services  hereunder is in
accordance with the Consultant's duties to the Companies under this Agreement.


     5.5  OPINIONS,  REPORTS  AND  ADVICE  OF  THE  CONSULTANT.  The  Consultant
acknowledges and agrees that all written and oral opinions,  reports, advice and
materials  provided by the  Consultant to the  Companies in connection  with the
Consultant's engagement hereunder are intended solely for the Companies' benefit
and for the  Companies'  uses only, and that any such written and oral opinions,
reports,  advice and information are the exclusive property of the Companies. In
this regard the  Consultant  covenants and agrees that the Companies may utilize
any such opinion,  report, advice and materials for any other purpose whatsoever
and, furthermore, may reproduce,  disseminate, quote from and refer to, in whole
or in part, at any time and in any manner, any such opinion,  report, advice and
materials in the Companies' sole and absolute discretion. The Consultant further
covenants and agrees that no public  references to the  Consultant or disclosure
of the  Consultant's  role  in  respect  of the  Companies  may be  made  by the
Consultant  without the prior  written  consent of the Board of Directors of the
Company  in each  specific  instance  and,  furthermore,  that any such  written
opinions,  reports,  advice or materials shall, unless otherwise required by the
Board of Directors, be provided by the Consultant to the Companies in a form and
with such  substance as would be acceptable  for filing with and approval by any
Regulatory  Authority having  jurisdiction  over the affairs of the Company from
time to time.


     5.6  CONSULTANT'S  BUSINESS  CONDUCT.  In  the  event  that  either  of the
Companies  has a reasonable  concern that any of the General  Services  that are
being provided by the  Consultant are being  conducted in a way contrary to law,
or are reasonably likely to bring disrepute to the Business  interests or to the


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -22-


Companies' or the  Consultant's  reputation,  the Companies may require that the
Consultant  make  such  alterations  in the  Consultant's  business  conduct  or
structure,  whether of  management  or Board  representation  or  Consultant  or
sub-licensee  representation,  as the Board of Directors may reasonably require,
in its sole and absolute discretion,  failing which the Company, in its sole and
absolute  discretion,  may terminate this Agreement upon 30 calendar days' prior
written notice to the Consultant. In this regard the Company hereby again agrees
to provide the Consultant with access to the Company's legal counsel in order to
determine,  in advance,  if the proposed  performance  by the  Consultant of any
General Services hereunder is in accordance with the Consultant's  duties to the
Company  under this  Agreement.  In the event of any debate or dispute as to the
reasonableness   of  the  Board  of  Directors  of  the  Company's   request  or
requirements,  the  judgment of the Board of Directors  shall be deemed  correct
until such time as the matter has been  determined by  arbitration in accordance
with Article "7" hereinbelow.


                                    ARTICLE 6
                          INDEMNIFICATION AND INSURANCE


     6.1  INDEMNIFICATION.  The  Companies  hereby agree to  indemnify  and save
harmless the Consultant  from and against any and all losses,  claims,  actions,
suits, proceedings,  damages, liabilities or expenses of whatever nature or kind
and to the  extent  allowed  by  law  and  including,  without  limitation,  any
investigation  expenses incurred by the Consultant,  to which the Consultant may
become  subject  by reason  only of the  performance  by the  Consultant  of the
General Services under this Agreement;  provided,  however,  that this indemnity
shall only apply if the General Services are performed  faithfully,  diligently,
to the  best of the  Consultant's  abilities  and in the best  interests  of the
Companies.  This  indemnity  will not apply in respect of the  Consultant in the
event  and to the  extent  that a Court  of  competent  jurisdiction  in a final
judgment shall determine that the Consultant was grossly  negligent or guilty of
willful misconduct.


     In case any action is brought  against the  Consultant  in respect of which
indemnity may be sought  against  either of the Parties  hereto,  the Consultant
will give the  Company  prompt  written  notice of any such  action of which the
Consultant  has knowledge and the Company will undertake the  investigation  and
defense thereof on behalf of the Consultant,  including the prompt employment of
counsel and the payment of all expenses.  Failure by the Consultant to so notify
shall not relieve the Companies of the Companies'  obligation of indemnification
hereunder  unless  (and only to the  extent  that)  such  failure  results  in a
forfeiture by the Companies of substantive  rights or defenses.  No admission of
liability  and no  settlement of any action shall be made without the consent of
each of the  Parties  hereto,  such  consent  not to be  unreasonable  withheld.
Notwithstanding that the Company will undertake the investigation and defense of
any action, the Consultant will have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such  counsel will be at the expense of the  Consultant  unless such counsel has
been  authorized by the Company,  the Company has not assumed the defense of the
action within a reasonable  period of time after receiving notice of the action,
the named parties to any such action include that the Consultant shall have been
advised by counsel  that there may be a conflict of  interest  between any Party


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -23-


hereto or there are one or more legal defenses available to the Consultant which
are different from or in addition to those available to the Companies.


     If for any  reason  other  than the  gross  negligence  or bad faith of the
Consultant being the primary cause of the loss claim, damage, liability, cost or
expense,  the foregoing  indemnification  is  unavailable  to the  Consultant or
insufficient to hold the Consultant harmless,  the Companies shall contribute to
the amount  paid or payable  by the  Consultant  as a result of any and all such
losses,  claim,  damages or liabilities in such  proportion as is appropriate to
reflect not only the relative benefits received by the Companies on the one hand
and the  Consultant on the other,  but also the relative  fault of the Companies
and the Consultant  and other  equitable  considerations  which may be relevant.
Notwithstanding  the foregoing,  the Companies shall in any event  contribute to
the amount  paid or payable by the  Consultant  as a result of the loss,  claim,
damage, liability, cost or expense (other than a loss, claim, damage, liability,
cost or  expenses,  the primary  cause of which is the gross  negligence  or bad
faith of the Consultant),  any excess of such amount over the amount of the fees
actually received by the Consultant hereunder.


     6.2  INSURANCE.  During  the  continuance  of this  Agreement  it is hereby
acknowledged  and agreed that the Company  will use its best efforts to seek and
obtain  directors'  and  officers'   liability  insurance   (collectively,   the
"INSURANCE")  for its Board of Directors  and Senior  Officers  which in no case
shall be less than the  insurance  which a  reasonable  and prudent  businessman
carrying  on a similar  line of business  would  acquire  from time to time.  In
connection with the foregoing it is hereby further  acknowledged and agreed that
any such  Insurance  shall be placed with a  reputable  and  financially  secure
insurance  carrier and shall  include the Company as an  additional  insured and
shall provide  primary  coverage with respect to the activities  contemplated by
this  Agreement.  Furthermore,  it is also  intended  that  any  such  Insurance
policy(ies)   shall  include   severability  of  interest  and   cross-liability
provisions  and shall  provide  that the  policy(ies)  shall not be  canceled or
materially  altered  except upon at least 30 calendar days' prior written notice
to each of the relevant parties thereto.


                                    ARTICLE 7
                                   ARBITRATION


     7.1 MATTERS FOR ARBITRATION. Except for matters of indemnity or in the case
of urgency to prevent material harm to a substantive right or asset, the Parties
agree that all  questions or matters in dispute  with respect to this  Agreement
shall be submitted to arbitration  pursuant to the terms hereof.  This provision
shall not  prejudice a Party from seeking a Court order or assistance to garnish
or secure  sums or to seek  summary  remedy  for such  matters  as  counsel  may
consider amenable to summary proceedings.


     7.2 NOTICE. It shall be a condition  precedent to the right of any Party to
submit any matter to  arbitration  pursuant  to the  provisions  hereof that any
Party  intending  to refer any matter to  arbitration  shall have given not less
than five business  days' prior written  notice of its intention to do so to the
other  Parties  together  with  particulars  of the  matter in  dispute.  On the


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -24-


expiration of such five business days the Party who gave such notice may proceed
to  refer  the  dispute  to   arbitration  as  provided  for  in  section  "7.3"
hereinbelow.


     7.3  APPOINTMENTS.   The  Party  desiring  arbitration  shall  appoint  one
arbitrator,  and shall  notify the other  Parties of such  appointment,  and the
other Parties  shall,  within five business  days after  receiving  such notice,
appoint an arbitrator,  and the two arbitrators so named,  before  proceeding to
act,  shall,  within five business days of the appointment of the last appointed
arbitrator,  unanimously agree on the appointment of a third arbitrator,  to act
with them and be  chairperson  of the  arbitration  herein  provided for. If the
other  Parties  shall fail to appoint an  arbitrator  within five  business days
after receiving  notice of the appointment of the first  arbitrator,  and if the
two  arbitrators  appointed  by the  Parties  shall  be  unable  to agree on the
appointment of the chairperson, the chairperson shall be appointed in accordance
with the CPR Rules.  Except as specifically  otherwise provided in this section,
the  arbitration  herein provided for shall be conducted in accordance with such
CPR  Rules.  The  chairperson,  or in the  case  where  only one  arbitrator  is
appointed, the single arbitrator,  shall fix a time and place for the purpose of
hearing the evidence and  representations  of the Parties,  and the  chairperson
shall preside over the  arbitration and determine all questions of procedure not
provided for by the CPR Rules or this  section.  After  hearing any evidence and
representations  that the  Parties  may submit,  the single  arbitrator,  or the
arbitrators,  as the case may be,  shall  make an award and  reduce  the same to
writing, and deliver one copy thereof to each of the Parties. The expense of the
arbitration shall be paid as specified in the award.


     7.4  AWARD.  The  Parties  agree  that  the  award  of a  majority  of  the
arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be
final and binding upon each of them.


                                    ARTICLE 8
                               GENERAL PROVISIONS


     8.1 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement to
date  between  the  Parties  hereto and  supersedes  every  previous  agreement,
expectation,  negotiation,  representation  or  understanding,  whether  oral or
written,  express or implied,  statutory or otherwise,  between the Parties with
respect to the subject matter of this Agreement.


     8.2 NO  ASSIGNMENT.  This Agreement may not be assigned by any Party hereto
except with the prior written consent of the other Parties.


     8.3  NOTICE.  Each  notice,  demand  or  other  communication  required  or
permitted to be given under this Agreement shall be in writing and shall be sent
by prepaid  registered  mail deposited in a recognized post office and addressed
to the Party  entitled to receive the same,  or delivered to such Party,  at the
address for such Party specified on the front page of this  Agreement.  The date
of receipt of such notice,  demand or other  communication  shall be the date of


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -25-


delivery  thereof if delivered,  or, if given by  registered  mail as aforesaid,
shall be deemed  conclusively  to be the third business day after the same shall
have been so mailed,  except in the case of  interruption of postal services for
any reason  whatsoever,  in which case the date of receipt  shall be the date on
which the notice,  demand or other  communication  is  actually  received by the
addressee.  Any  Party may at any time and from  time to time  notify  the other
Parties in writing of a change of address  and the new  address to which  notice
shall be given to it thereafter until further change.


     8.4 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.


     8.5  ENUREMENT.  This  Agreement  will enure to the  benefit of and will be
binding  upon  the  Parties  hereto  and  their  respective  heirs,   executors,
administrators and assigns.


     8.6 CURRENCY. Unless otherwise stipulated, all payments required to be made
pursuant to the  provisions of this  Agreement  and all money amount  references
contained herein are in lawful currency of the United States.


     8.7  FURTHER  ASSURANCES.  The  Parties  will from  time to time  after the
execution of this  Agreement  make,  do,  execute or cause or permit to be made,
done or executed,  all such further and other acts, deeds,  things,  devices and
assurances in law  whatsoever as may be required to carry out the true intention
and to give full force and effect to this Agreement.


     8.8  REPRESENTATION  AND COSTS.  It is hereby  acknowledged  by each of the
Parties hereto that Devlin Jensen, Barristers and Solicitors, and the law office
of Reed & Reed, PC, act solely for the Companies, and, correspondingly, that the
Consultant has been required by each of Devlin Jensen,  the law office of Reed &
Reed,  PC and the Companies to obtain  independent  legal advice with respect to
its review and execution of this  Agreement.  In addition,  it is hereby further
acknowledged and agreed by the Parties hereto that Devlin Jensen, Barristers and
Solicitors, and certain or all of its principal owners or associates,  from time
to time, may have both an economic or shareholding  interest in and to Companies
and/or  a  fiduciary  duty to the  same  arising  from  either  a  directorship,
officership or similar  relationship arising out of the request of the Companies
for certain of such  persons to act in a similar  capacity  while acting for the
Companies  as  counsel.  Correspondingly,  and even  where,  as a result of this
Agreement,  the consent of each Party  hereto to the role and capacity of Devlin
Jensen,  Barristers and Solicitors,  and its principal owners and associates, as
the case may be,  is  deemed  to have  been  received,  where  any  conflict  or
perceived  conflict  may  arise,  or be seen to  arise,  as a result of any such
capacity or representation,  each Party hereto  acknowledges and agrees to, once
more,  obtain  independent  legal  advice in  respect  of any such  conflict  or
perceived  conflict and,  consequent  thereon,  Devlin  Jensen,  Barristers  and
Solicitors,  together with any such principal owners or associates,  as the case
may be, shall be at liberty at any time to resign any such position if it or any
Party hereto is in any way affected or  uncomfortable  with any such capacity or
representation.  Each  Party to this  Agreement  will  also bear and pay its own


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -26-


costs,  legal and  otherwise,  in connection  with its  respective  preparation,
review and  execution  of this  Agreement  and,  in  particular,  that the costs
involved in the preparation of this Agreement, and all documentation necessarily
incidental  thereto,  by Devlin Jensen,  Barristers and Solicitors,  and the law
office of Reed & Reed, PC shall be at the cost of the Companies.


     8.9 APPLICABLE LAW. The situs of this Agreement is Houston,  Texas, U.S.A.,
and  for  all  purposes  this  Agreement  will be  governed  exclusively  by and
construed and enforced in accordance with the laws and Courts  prevailing in the
State of Texas, U.S.A.


     8.10 SEVERABILITY AND CONSTRUCTION.  Each Article, section, paragraph, term
and provision of this Agreement,  and any portion  thereof,  shall be considered
severable,  and if, for any reason,  any portion of this Agreement is determined
to be invalid,  contrary to or in conflict with any applicable present or future
law,  rule or  regulation  in a final  unappealable  ruling issued by any court,
agency or tribunal  with valid  jurisdiction  in a proceeding to which any Party
hereto is a party,  that ruling shall not impair the  operation  of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible  (all of which shall remain  binding on the Parties and continue to
be given full  force and  effect as of the date upon  which the  ruling  becomes
final).


     8.11 CAPTIONS. The captions,  section numbers and Article numbers appearing
in this Agreement are inserted for convenience of reference only and shall in no
way define,  limit,  construe or describe the scope or intent of this  Agreement
nor in any way affect this Agreement.


     8.12 COUNTERPARTS. This Agreement may be signed by the Parties hereto in as
many counterparts as may be necessary,  and via facsimile if necessary,  each of
which so signed being deemed to be an original  and such  counterparts  together
constituting  one and the  same  instrument  and,  notwithstanding  the  date of
execution,  being  deemed to bear the  Effective  Date as set forth on the front
page of this Agreement.


     8.13 NO PARTNERSHIP  OR AGENCY.  The Parties have not created a partnership
and  nothing  contained  in  this  Agreement  shall  in  any  manner  whatsoever
constitute  any Party the partner,  agent or legal  representative  of the other
Parties,  nor create any  fiduciary  relationship  between  them for any purpose
whatsoever.


     8.14  CONSENTS  AND WAIVERS.  No consent or waiver  expressed or implied by
either Party in respect of any breach or default by the other in the performance
by such other of its obligations hereunder shall:


         (a)      be valid unless it is in writing and stated to be a consent or
                  waiver pursuant to this section;


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________


<PAGE>


                                      -27-


         (b)      be relied  upon as a consent to or waiver of any other  breach
                  or default of the same or any other obligation;


         (c)      constitute a general waiver under this Agreement; or


         (d)      eliminate or modify the need for a specific  consent or waiver
                  pursuant to this section in any other or subsequent instance.


                  IN WITNESS  WHEREOF the Parties hereto have hereunto set their
respective hands and seals as at the Effective Date as hereinabove determined.


The CORPORATE SEAL of                       )
PETROGEN CORP.,                             )
the Company herein, was hereunto affixed    )
in the presence of:                         )              (C/S)
                                            )
___________________________________________ )
Authorized Signatory                        )


The CORPORATE SEAL of                       )
PETROGEN, INC.,                             )
Petrogen, Inc. herein, was hereunto affixed )
in the presence of:                         )              (C/S)
                                            )
___________________________________________ )
Authorized Signatory                        )


SIGNED, SEALED and DELIVERED by             )
NEVILLE HENRY,                              )
the Consultant herein, in the presence of:  )
                                            )
___________________________________________ )
Witness Signature                           )
                                                  ______________________________
                                            )              NEVILLE HENRY
___________________________________________ )
Witness Address                             )
                                            )
___________________________________________ )
Witness Name and Occupation                 )

                                   __________


        -- Management Consulting Services Agreement with Neville Henry --
           ___________________________________________________________
                     -- Petrogen Corp. and Petrogen, Inc. --
                        _________________________________