EXHIBIT 10.2


                          CONSULTING SERVICES AGREEMENT









                                     AMONG:


                                 PETROGEN CORP.



                                      AND:


                                 PETROGEN, INC.



                                      AND:


                               JAMES TIMOTHY ROCHE







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


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


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                          CONSULTING SERVICES AGREEMENT


     THIS  CONSULTING  SERVICES  AGREEMENT  is  made  and  dated  for  reference
effective as at March 15, 2003 (the "EFFECTIVE  DATE") as fully executed on this
_____ day of April, 2003.


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., 77027

                  (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., 77027

                  ("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:


                  JAMES TIMOTHY ROCHE, having an address for notice and delivery
                  located at 5901 Highland Hills Trail,  Austin,  Texas, U.S.A.,
                  78731

                  (the "CONSULTANT");
                                                               OF THE THIRD PART


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


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                                      -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. The Consultant  specializes in providing various land management and gas
transmission services to oil and gas development companies and their principals;


     D. 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 a qualified  land
management  specialist,  and the Consultant is hereby desirous of accepting such
position,  in order to provide certain land  management,  gas  transmission  and
related services to the Companies (collectively,  the "GENERAL SERVICES") 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;


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


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                                      -3-


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


                                    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)      "ADDITIONAL OPTIONS" has the meaning ascribed to it in section
                  "4.2" hereinbelow;


         (b)      "AGREEMENT" means this 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;


         (c)      "ARBITRATION   ACT"  means  the  COMMERCIAL   ARBITRATION  ACT
                  (British Columbia), R.S.B.C. 1996, as amended, as set forth in
                  Article "8" hereinbelow;


         (d)      "BOARD  OF  DIRECTORS"  means the  Board of  Directors  of the
                  Company as duly constituted from time to time;


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


         (f)      "BUSINESS DAY" means any day during which  Canadian  Chartered
                  Banks are open for business in the City of Vancouver, Province
                  of British Columbia;


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


         (h)      "COMPANY"  means Petrogen Corp.  {having changed its name from
                  "Hadro  Resources,  Inc."  as a  consequence  of the  due  and
                  complete closing of the Share Exchange  Agreement),  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;


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


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                                      -4-


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


         (j)      "CONSULTANT" means James Timothy Roche;


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


         (l)      "EFFECTIVE TERMINATION DATE" has the meaning ascribed to it in
                  section "3.3" hereinbelow;


         (m)      "EXPENSES"  has the meaning  ascribed  to it in section  "4.3"
                  hereinbelow;


         (n)      "GENERAL  SERVICES" has the meaning  ascribed to it in section
                  "2.1"  hereinbelow;  the initial  particulars of which are set
                  forth in Schedule "A" which is attached hereto;


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


         (p)      "INITIAL TERM" has the meaning ascribed to it in section "3.1"
                  hereinbelow;


         (q)      "NOTICE OF  TERMINATION"  has the  meaning  ascribed  to it in
                  section "3.2" hereinbelow;


         (r)      "OPTIONS"  has the  meaning  ascribed  to it in section  "4.1"
                  hereinbelow;


         (s)      "OPTION  AGREEMENT" has the meaning  ascribed to it in section
                  "4.1" hereinbelow;


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


         (u)      "OPTION SHARE" has the meaning ascribed to it in section "4.1"
                  hereinbelow;


         (v)      "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


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                                      -5-


                  successors and permitted assigns as the context so requires;


         (w)      "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;


         (x)      "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;


         (y)      "RULE"  has  the  meaning  ascribed  to  it in  section  "4.1"
                  hereinbelow;


         (z)      "SECURITIES  ACT" has the  meaning  ascribed  to it in section
                  "4.1" hereinbelow; and


         (aa)     "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.


     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.


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


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                                      -6-


     1.3  SCHEDULES.  For the  purposes of this  Agreement,  except as otherwise
expressly provided or unless the context otherwise requires, the following shall
represent  the Schedules  which are attached to this  Agreement and which form a
material part hereof:


            Schedule                                  Description
            ________                                  ___________

          Schedule "A":                          General Services; and
          Schedule "B":                          Option Agreement.


                                    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 a consultant to and on behalf
of the  Companies,  or to  and on  behalf  of any of the  Companies'  respective
subsidiaries,  as the  case  may be and as may be  determined  by the  Board  of
Directors  of the  Company,  from  time to time,  and in its  sole and  absolute
discretion, and the Consultant hereby agrees to accept such position in order to
provide such qualified land management, gas transmission and related services as
may be determined by the Board of Directors,  from time to time, and in its sole
and absolute  discretion,  in order to develop the various Business interests of
the Company during the continuance of this Agreement (collectively, the "GENERAL
SERVICES");  it being initially  acknowledged  and agreed by each of the Parties
hereto that the  Consultant's  initial and required  General  Services under the
terms and  conditions of this Agreement are  particularly  described in Schedule
"A" which is attached  hereto and which  forms a material  part  hereof;  and it
being  further  acknowledged  and agreed by each of the Parties  hereto that the
Consultant  shall  commit and provide to the  Company 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 agree to pay and
provide  to the order  and  direction  of the  Consultant  each of the  proposed
Options (as  hereinafter  determined)  and Expense (as  hereinafter  determined)
payment reimbursements in accordance with Article "4" hereinbelow.


     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 of
the Company for the performance of said General Services faithfully, diligently,
to the  best of the  Consultant's  abilities  and in the best  interests  of the
Company  and,  furthermore,  that  the  Consultant's  consulting  time  will  be
prioritized at all times for the Company in that regard.


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


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                                      -7-


     2.3 ADHERENCE TO RULES AND POLICIES. The Consultant hereby acknowledges and
agrees to abide by the reasonable rules,  regulations,  instructions,  personnel
practices  and  policies of the Company  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.


                                    ARTICLE 3
                      INITIAL TERM, RENEWAL AND TERMINATION


     3.1 INITIAL TERM. The initial term of this  Agreement (the "INITIAL  TERM")
is for a period of one calendar year  commencing  on the  Effective  Date as set
forth  hereinabove,  however,  is subject,  at all times, to the Company's prior
receipt, if required, of approval from each of the Regulatory Authorities to the
terms and conditions of and the transactions contemplated by this Agreement.


     3.2  RENEWAL BY THE  COMPANY.  Subject at all times to  sections  "3.3" and
"3.4" hereinbelow,  this Agreement shall renew automatically if not specifically
terminated in accordance  with the following  provisions.  The Company agrees to
notify the  Consultant  in  writing  at least one month  prior to the end of the
Initial  Term  of its  intent  not  to  renew  this  Agreement  (the  "COMPANY'S
NON-RENEWAL NOTICE"). Should the Company fail to provide a Company's Non-Renewal
Notice this  Agreement  shall  automatically  renew on a further  one-year basis
after the Initial Term until otherwise  specifically  renewed in writing by each
of the Parties hereto for the one-year  period or,  otherwise,  terminated  upon
delivery  by the  Company of a  corresponding  and  follow-up  30  calendar  day
Company's  Non-Renewal  Notice in  connection  with and within 30 calendar  days
prior to the end of any such  one-year  renewal  period.  Any such  renewal on a
one-year basis shall be on the same terms and conditions contained herein unless
modified and agreed to in writing by the Parties.


     3.3 TERMINATION FOR CAUSE BY ANY PARTY. Notwithstanding any other provision
of this Agreement, this Agreement may be terminated by any of the Parties hereto
at any time upon written notice to the other Party of such Party's  intention to
do so at  least  10  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 10 calendar days from its
                  receipt  of  written  notice  from  said  Party  (unless  such
                  material  breach  cannot be  reasonably  cured  within said 10
                  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  10
                  calendar  days from its  receipt of written  notice  from said
                  Party (unless such willful non-compliance cannot be reasonably
                  corrected  within said 10 calendar days and the other Party is
                  actively pursuing to cure said willful non-compliance);


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


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                                      -8-


         (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 10 calendar days.


     3.4 EFFECT OF TERMINATION.  Terms of this Agreement relating to accounting,
payments,  confidentiality,  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 interests 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,  section "3.3"  hereinabove shall
survive the termination of this Agreement.


                                    ARTICLE 4
                 GENERAL SERVICES COMPENSATION OF THE CONSULTANT


     4.1 OPTIONS. Subject to the following, it is hereby acknowledged and agreed
that, during the continuance of this Agreement,  the Consultant shall render the
General  Services as defined  hereinabove  and shall thus be  compensated by the
Company from the Effective Date of this Agreement to the termination of the same
by way of the granting by the Company to the Consultant,  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  stock option
plan (the "OPTION PLAN") and the final  determination of the Board of Directors,
acting  reasonably,  an incentive  stock  option or stock  options in and to the
Company (each being an "OPTION") for the collective purchase of not less than an
aggregate of up to 25,000  common  shares of the Company  (each being an "OPTION
Share"); which incentive Option or Option(s) will be exercisable for a period of
at least one year from the date of granting at an exercise  price of U.S.  $0.50
per Option Share underlying any such Option; and which Option or Option(s) shall
be granted in  accordance  with the form of Option Plan  agreement  (the "OPTION
AGREEMENT")  which is attached hereto as Schedule "B" and which forms a material
part hereof.


     In this  regard,  and subject also to the  following  and the form of final
Option Agreement,  it is hereby acknowledged and agreed that the exercise of any
such Option(s) shall be subject,  at all times, to such resale provisions as may
then be  contained  in the  Company's  Option  Plan,  the form of  final  Option
Agreement 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, in the event that this Agreement is terminated in
accordance  with  section  "3.3"  hereinabove,  such  portion  of the within and
remaining  Option(s) which shall have then vested in the foregoing manner and on


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -9-


the determined Effective  Termination Date shall,  notwithstanding the remaining
exercise  period of the Option(s),  then be fully  exercisable by the Consultant
for a period  of one  year  from the  original  date of grant of such  remaining
Option(s).


     In this regard,  and in  accordance  with the terms and  conditions  of the
final form of Option  Agreement,  the Consultant  hereby also  acknowledges  and
agrees that:


         (a)      NO OBLIGATION TO REGISTER ANY OPTION  SHARES:  the  Consultant
                  understands  that  the  Company  is  under  no  obligation  to
                  register any Option Shares under the United States  SECURITIES
                  ACT OF 1933, as amended (the  "SECURITIES  ACT"), and that, in
                  the absence of any such  registration,  the Option  Shares may
                  not be sold unless they are sold pursuant to an exemption from
                  registration  under  the  Securities  Act.  Furthermore,   the
                  Consultant fully understands that the Option Shares may not be
                  registered  under  the  Securities  Act and that  they will be
                  issued in reliance upon an exemption  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 United States Securities and Exchange Commission;


         (b)      DISPOSITION  OF  OPTION  SHARES:   the  Company  is  under  no
                  obligation to comply, or to assist the Consultant in complying
                  with,  any  exemption  from  such  registration   requirement,
                  including   supplying  the  Consultant  with  any  information
                  necessary to permit  routine  sales of the Option Shares under
                  Rule  144  of  the  United  States   Securities  and  Exchange
                  Commission (the "RULE"). The Consultant also understands that,
                  with respect to the Rule,  routine sales of securities made in
                  reliance upon such Rule only can be made in limited amounts in
                  accordance  with the terms and condition of the Rule, and that
                  in cases in which the Rule is  inapplicable,  compliance  with
                  either Regulation A or another disclosure  exemption under the
                  Securities Act will be required.  Thus, the Option Shares will
                  have to be held  indefinitely  in the absence of  registration
                  under the Securities  Act or an exemption  from  registration.
                  The Consultant also acknowledges and understands that:


                  (i)      the Option Shares are  restricted  securities  within
                           the meaning of Rule 144;


                  (ii)     the exemption from  registration  under Rule 144 will
                           not be  available  in any event for at least one year
                           from the date of  purchase  and payment of the Option
                           Shares by the  Consultant,  and even then will not be
                           available  unless (A) a public  trading  market  then
                           exists  for the  common  stock  of the  Company,  (B)
                           adequate  information  concerning the Company is then


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                              -- Petrogen Corp. --


<PAGE>


                                      -10-


                           available  to the  public  and (C)  other  terms  and
                           conditions of Rule 144 are complied with; and


                  (iii)    any  sale  of the  Option  Shares  may be made by the
                           Consultant only in limited amounts in accordance with
                           such terms and conditions.


                  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:


                  (iv)     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


                  (v)      (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; and


         (c)      REGISTRATION  STATEMENT  AND THE  EXERCISE OF THE OPTION:  The
                  Consultant   acknowledges  and  understands   that,  from  the
                  Effective  Date until and  including  February  12,  2003 (the
                  "NON-REGISTRATION  PERIOD"),  any decision made by the Company
                  to file a  Registration  Statement  under the  Securities  Act
                  covering any proposed  registration  and disposition of any of
                  the Option Shares acquired hereunder by the Consultant will be
                  in the sole and absolute  discretion of the Board of Directors
                  of the Company.  The Consultant also  acknowledges  and agrees
                  that if any  Option  Shares  are  acquired  by the  Consultant
                  hereunder  during  the  Non-registration  period  and while no
                  Registration  Statement covering the proposed registration and
                  disposition of such Option Shares is in place,  the Consultant
                  will, during the  Non-registration  period,  neither authorize
                  for private sale in advance, hedge forward sale, pledge, lend,
                  hypothecate  nor in any other manner  encumber any such Option
                  Shares  without  the prior  written  approval  of the Board of
                  Directors.  In addition,  the Consultant further  acknowledges
                  and agrees  that if any  Option  Shares  are  acquired  by the
                  Consultant  hereunder during the  Non-registration  period and
                  while  a   Registration   Statement   covering   the  proposed
                  registration  and  disposition  of the same is in  place,  the
                  Consultant  may be  required,  at that  time  and  during  the
                  Non-registration   period,   and  in  the  sole  and  absolute


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -11-


                  discretion  of the entire  Board of  Directors of the Company,
                  acting reasonably,  to submit all or any such Option Shares to
                  such  pooling  or lock up  agreement  as may  have  then  been
                  determined by the Board of Directors of the Company to provide
                  for the orderly  trading of the Company's  common stock during
                  the Non-registration period.


     4.2 ADDITIONAL OPTIONS.  Subject to each of the terms and conditions as set
forth in section  "4.1"  hereinabove  and in the final form of Option  Agreement
determining the same, it is hereby also acknowledged and agreed that, subsequent
to the Initial Term and 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,  a further  incentive  stock  option or stock  options in and to the
Company (each being an "ADDITIONAL  OPTION") for the collective  purchase of not
less than a further  aggregate of up to 25,000  Option Shares of the Company for
each such year of this Agreement;  and which further incentive Additional Option
or Additional  Option(s) will be  exercisable  for a period of at least one year
from the date of granting at an exercise  price per Option Share  underlying any
such Additional  Option determined at 20% 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 Option or  Option(s),  subject to the
final form of Option Agreement,  shall, unless otherwise determined by the Board
of  Directors,  vest only as to 3,000  Additional  Option Shares after the first
month and on equivalent  monthly basis (that being as to 2,000 Additional Option
Shares  each)  during  the  remaining  11 months  during  the first  year of the
exercise period of any such Additional Option.


     4.3  REIMBURSEMENT OF EXPENSES.  It is hereby also  acknowledged and agreed
that the Consultant  shall also be reimbursed for all direct,  pre-approved  and
reasonable  expenses  actually and properly  incurred by the  Consultant for the
benefit of the Companies (collectively,  the "EXPENSES"); and which Expenses, it
is hereby  acknowledged  and agreed,  shall be payable by Petrogen,  Inc. 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
Petrogen,  Inc. of written  substantiation  on account of each such reimbursable
Expense.


                                    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.


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -12-


     5.2  NO  CONFLICT,  NO  COMPETITION  AND   NON-CIRCUMVENTION.   During  the
continuance of this Agreement the Consultant shall not engage in any business or
activity  which  reasonably  may detract from or conflict with the  Consultant's
respective  duties  and  obligations  to the  Companies  as set  forth  in  this
Agreement  without the prior  written  consent of the Board of  Directors of the
Company. In addition,  during the continuance of this Agreement and for a period
of at least six months  following  the  termination  of this  Agreement  for any
reason  whatsoever the  Consultant  shall not engage in any business or activity
whatsoever which  reasonably may be determined by the Board of Director,  in its
sole and  absolute  discretion,  to compete  with any  portion  of the  Business
interests as contemplated  hereby without the prior written consent of the Board
of Directors.  Furthermore, 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).  For the purposes of the foregoing the Consultant
hereby  recognizes  and  agrees  that a breach by the  Consultant  of any of the
covenants  herein  contained  would result in irreparable  harm and  significant
damage to the Companies that would not be adequately compensated for by monetary
award. Accordingly, the Consultant agrees that, in the event of any such breach,
in  addition  to  being  entitled  as a  matter  of right to apply to a Court of
competent  equitable  jurisdiction  for  relief  by  way of  restraining  order,
injunction,  decree or otherwise as may be appropriate to ensure compliance with
the provisions hereof,  the Consultant will also be liable to the Companies,  as
liquidated damages, for an amount equal to the amount received and earned by the
Consultant  as a result of and with  respect  to any such  breach.  The  Parties
hereby  acknowledge  and  agree  that  if  any of  the  aforesaid  restrictions,
activities,  obligations  or  periods  are  considered  by a Court of  competent
jurisdiction as being unreasonable, the Parties agree that said Court shall have
authority to limit such  restrictions,  activities or periods as the Court deems
proper in the circumstances.  In addition,  the Parties further  acknowledge and
agree that all  restrictions  or obligations in this Agreement are necessary and
fundamental to the  protection of the Business  interests and are reasonable and
valid, and all defenses to the strict enforcement  thereof by the Consultant are
hereby waived.


     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 after the termination of this Agreement
without  limit  in point of time  but  will  cease  to apply to  information  or
knowledge which may come into the public domain.


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -13-


     5.4 COMPLIANCE  WITH  APPLICABLE  LAWS. The Consultant will comply with all
Canadian,  U.S.  and  foreign  laws,  whether  federal,   provincial  or  state,
applicable  to the  Consultant's  duties  hereunder  and,  in  addition,  hereby
represents and warrants that 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.


     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.  The  Consultant  warrants  that  the
Consultant  shall conduct the business and other activities in a manner which is
lawful and reputable and which brings good repute to the Companies, the Business
interests and the Consultant. In particular,  and in this regard, the Consultant
specifically   warrants  to  provide  the  General   Services  in  a  sound  and
professional  manner such that the same meets superior  standards of performance
quality within the standards of the industry or as set by the  specifications of
the  Companies.  In the event  that  either of the  Companies  has a  reasonable
concern that the business as conducted by the Consultant is being conducted in a
way contrary to law or is reasonably  likely to bring  disrepute to the Business
interests or to the 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 employee
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 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 "8" hereinbelow.


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -14-


                                    ARTICLE 6
                      INDEMNIFICATION AND LEGAL PROCEEDINGS


     6.1 INDEMNIFICATION.  The Parties hereto hereby each agree to indemnify and
save  harmless the other Party hereto and  including,  where  applicable,  their
respective  subsidiaries and affiliates and each of their respective  directors,
officers,  employees and agents (each such party being an  "INDEMNIFIED  PARTY")
harmless  from  and  against  any  and  all  losses,  claims,   actions,  suits,
proceedings,  damages,  liabilities  or expenses of whatever  nature or kind and
including,  without  limitation,  any  investigation  expenses  incurred  by any
Indemnified Party, to which an Indemnified Party may become subject by reason of
the terms and conditions of this Agreement.


     6.2 NO  INDEMNIFICATION.  This  indemnity  will not apply in  respect of an
Indemnified  Party in the  event  and to the  extent  that a Court of  competent
jurisdiction in a final judgment shall determine that the Indemnified  Party was
grossly negligent or guilty of willful misconduct.


     6.3 CLAIM OF  INDEMNIFICATION.  The Parties hereto agree to waive any right
they might have of first requiring the  Indemnified  Party to proceed against or
enforce any other right, power, remedy, security or claim payment from any other
person before claiming this indemnity.


     6.4 NOTICE OF CLAIM.  In case any action is brought  against an Indemnified
Party in respect of which  indemnity may be sought against either of the Parties
hereto,  the  Indemnified  Party will give both Parties  hereto  prompt  written
notice of any such action of which the  Indemnified  Party has knowledge and the
relevant Party will undertake the investigation and defense thereof on behalf of
the Indemnified Party,  including the prompt employment of counsel acceptable to
the  Indemnified  Party  affected and the relevant  Party and the payment of all
expenses.  Failure by the  Indemnified  Party to so notify shall not relieve the
relevant Party of such relevant Party's obligation of indemnification  hereunder
unless (and only to the extent that) such failure results in a forfeiture by the
relevant Party of substantive rights or defenses.


     6.5  SETTLEMENT.  No admission of liability and no settlement of any action
shall be made without the consent of each of the Parties  hereto and the consent
of the Indemnified Party affected, such consent not to be unreasonable withheld.


     6.6  LEGAL  PROCEEDINGS.  Notwithstanding  that  the  relevant  Party  will
undertake the investigation and defense of any action, an Indemnified Party 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 Indemnified Party unless:


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -15-




         (a)      such counsel has been authorized by the relevant Party;


         (b)      the  relevant  Party has not assumed the defense of the action
                  within a reasonable  period of time after receiving  notice of
                  the action;


         (c)      the named  parties to any such action  include  that any Party
                  hereto and the  Indemnified  Party shall have been  advised by
                  counsel  that there may be a conflict of interest  between any
                  Party hereto and the Indemnified Party; or


         (d)      there  are  one  or  more  legal  defenses  available  to  the
                  Indemnified  Party which are different  from or in addition to
                  those available to any Party hereto.


     6.7 CONTRIBUTION.  If for any reason other than the gross negligence or bad
faith of the  Indemnified  Party  being  the  primary  cause of the loss  claim,
damage, liability, cost or expense, the foregoing indemnification is unavailable
to the Indemnified  Party or  insufficient  to hold them harmless,  the relevant
Party shall contribute to the amount paid or payable by the Indemnified Party 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 relevant  Party on the one hand and the  Indemnified  Party on the other,
but also the  relative  fault of relevant  Party and the  Indemnified  Party and
other  equitable  considerations  which  may be  relevant.  Notwithstanding  the
foregoing,  the relevant Party shall in any event  contribute to the amount paid
or payable by the  Indemnified  Party, 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
Indemnified  Party),  any  excess  of such  amount  over the  amount of the fees
actually received by the Indemnified Party hereunder.


                                    ARTICLE 7
                                  FORCE MAJEURE


     7.1  EVENTS.  If either  Party  hereto is at any time  either  during  this
Agreement or thereafter prevented or delayed in complying with any provisions of
this  Agreement  by  reason  of  strikes,  walk-outs,  labour  shortages,  power
shortages,  fires, wars, acts of God, earthquakes,  storms, floods,  explosions,
accidents,  protests or  demonstrations  by  environmental  lobbyists  or native
rights groups,  delays in transportation,  breakdown of machinery,  inability to
obtain  necessary  materials in the open market,  unavailability  of  equipment,
governmental  regulations restricting normal operations,  shipping delays or any
other reason or reasons beyond the control of that Party,  then the time limited
for the performance by that Party of its respective  obligations hereunder shall
be  extended  by a period of time  equal in  length  to the  period of each such
prevention or delay.


     7.2 NOTICE.  A Party shall  within three  calendar  days give notice to the
other Party of each event of FORCE MAJEURE under section "7.1" hereinabove,  and
upon  cessation of such event shall  furnish the other Party with notice of that


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -16-


event together with  particulars of the number of days by which the  obligations
of that  Party  hereunder  have been  extended  by virtue of such event of FORCE
MAJEURE and all preceding events of FORCE MAJEURE.


                                    ARTICLE 8
                                   ARBITRATION


     8.1 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.


     8.2 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
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  "8.3"
hereinbelow.


     8.3  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  Arbitration  Act. Except as  specifically  otherwise  provided in this
section,  the  arbitration  herein provided for shall be conducted in accordance
with such  Arbitration  Act.  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 Arbitration Act 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.


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -17-



     8.4  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 9
                               GENERAL PROVISIONS


     9.1 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.


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


     9.3  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
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.


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


     9.5  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.


     9.6 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.


     9.7  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


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -18-


assurances in law  whatsoever as may be required to carry out the true intention
and to give full force and effect to this Agreement.


     9.8  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
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.


     9.9  APPLICABLE  LAW.  The situs of this  Agreement is  Vancouver,  British
Columbia,  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 Province of British Columbia.


     9.10 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).


     9.11 CAPTIONS. The captions,  section numbers and Article numbers appearing
in this Agreement are inserted for convenience of reference only and shall in no


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -19-


way define,  limit,  construe or describe the scope or intent of this  Agreement
nor in any way affect this Agreement.


     9.12 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.


     9.13 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.


     9.14  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;


         (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.


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                      -20-


                  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             )
JAMES TIMOTHY ROCHE,                        )
the Consultant herein, in the presence of:  )
                                            )
___________________________________________ )
Witness Signature                           )
                                                  ______________________________
                                            )         JAMES TIMOTHY ROCHE
___________________________________________ )
Witness Address                             )
                                            )
___________________________________________ )
Witness Name and Occupation                 )

                                   __________


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --


<PAGE>


                                   SCHEDULE A



     This  is  Schedule  "A"  to  that  certain  Consulting  Services  Agreement
respecting the Company, Petrogen, Inc. and the Consultant.


                                GENERAL SERVICES


     Without in any manner limiting the generality of the General Services to be
provided  by the  Consultant  as set  forth in  section  "2.1" of the  Agreement
hereinabove,  it is hereby also acknowledged and agreed that the Consultant will
provide the following specific  consulting services to the Company, or to any of
the  Company's  respective  subsidiaries,  as  the  case  may  be  and as may be
determined by the Board of Directors of the Company, from time to time, in their
sole and  absolute  discretion,  and in  conjunction  with the  maintenance  and
development of the Company's various Business interests  subject,  at all times,
to the direction of the Board of Directors:


         (a)      assistance in the initiation, coordination, implementation and
                  management  of  all  aspects  of any  program  or  project  in
                  connection   with  the  maintenance  and  development  of  the
                  Company's various land management Business interests;


         (b)      assistance in the  organization and preparation of any and all
                  business plans and technical  reports for the Company,  or for
                  any of the Company's respective subsidiaries,  as the case may
                  be and as may be  determined  by the Board of Directors of the
                  Company,   from  time  to  time,  in  its  sole  and  absolute
                  discretion,   and  in  connection  with  the  maintenance  and
                  development of the Company's various land Business interests;


         (c)      assistance in the  negotiation and structuring of any proposed
                  transaction  which will maximize the Company's  land interests
                  in each subject transaction  together with the presentation of
                  a written summary of said structure; and


         (d)      assistance  in all other  matters and  services in  connection
                  with the maintenance and development of the Company's  various
                  land management Business interests as may be determined by the
                  Board of Directors of the Company,  from time to time,  in its
                  sole and absolute discretion.


     In this regard it is hereby  acknowledged  and agreed  that the  Consultant
shall be entitled to  communicate  with and rely upon the  immediate  advice and
instructions  of such  Director or Officer of the Company as may be  designated,
from time to time, by the Board of Directors of the Company,  or upon the advice
or  instructions  of such  other  Director  or  Officer  of the  Company as such
designated  Director or Officer shall, from time to time,  designate in times of
such Director's and/or Officer's absence,  in order to initiate,  coordinate and
implement the General Services as contemplated herein.

                                   __________


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --



<PAGE>


                                   SCHEDULE B



     This  is  Schedule  "B"  to  that  certain  Consulting  Services  Agreement
respecting the Company, Petrogen, Inc. and the Consultant.


                                OPTION AGREEMENT


                    See the attached Option Agreement draft.

                                   __________


                       -- Consulting Services Agreement --
                              -- Petrogen Corp. --