Execution Copy










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                            STOCK PURCHASE AGREEMENT


                                  BY AND AMONG


                        ENERGY SERVICES ACQUISITION CORP.
                                (The "Purchaser")


                                       And

                            GASSEARCH CORPORATION AND
                     GASSEARCH DRILLING SERVICES CORPORATION
                                     ("GDS")



                          DATED AS OF JANUARY 18, 2008




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<PAGE>





                                TABLE OF CONTENTS
                                                                            Page


ARTICLE I. CERTAIN DEFINITIONS.................................................1

 Section 1.01      Certain Definitions.........................................1

ARTICLE II. SALE AND TRANSFER OF SHARES; CLOSING...............................5

 Section 2.01      Shares......................................................5
 Section 2.02      Purchase Price..............................................5
 Section 2.03      Stock Options...............................................5
 Section 2.04      Closing; Closing Date.......................................5
 Section 2.05      Additional Transactions.....................................5

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF GASSEARCH CORPORATION AND GDS...6

 Section 3.01      Disclosure Letter...........................................6
 Section 3.02      GasSearch Corporation Representations.......................6
 Section 3.03      Organization................................................7
 Section 3.04      Capitalization..............................................7
 Section 3.05      Authority; No Violation.....................................8
 Section 3.06      Consents....................................................8
 Section 3.07      [intentionally omitted].....................................8
 Section 3.08      Financial Statements........................................9
 Section 3.09      Absence of Certain Changes or Events........................9
 Section 3.10      Taxes.......................................................9
 Section 3.11      Material Contracts; Leases; Defaults.......................11
 Section 3.12      Ownership of Property; Insurance Coverage..................12
 Section 3.13      Intellectual Property......................................12
 Section 3.14      Labor Matters..............................................13
 Section 3.15      Legal Proceedings..........................................13
 Section 3.16      Compliance With Applicable Law.............................13
 Section 3.17      Employee Benefit Plans.....................................14
 Section 3.18      Brokers, Finders and Financial Advisors....................14
 Section 3.19      Environmental Matters......................................14
 Section 3.20      Related Party Transactions.................................15
 Section 3.21      Antitakeover Provisions Inapplicable.......................16
 Section 3.22      Registration Obligations...................................16
 Section 3.23      Customers and Suppliers....................................16
 Section 3.24      Inventory..................................................16
 Section 3.25      Accounts Receivable; Bank Accounts.........................16
 Section 3.26      Offers.....................................................16
 Section 3.27      Warranties.................................................17
 Section 3.28      Proxy Statement............................................17
 Section 3.29      No Misstatements...........................................17
 Section 3.30      Investment Intent..........................................17

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PURCHASER.......................18

 Section 4.01      Organization...............................................18
 Section 4.02      Authority; No Violation....................................18
 Section 4.03      Consents...................................................18
 Section 4.04      Access to Funds............................................19
 Section 4.05      Legal Proceedings..........................................19
 Section 4.06      Board Approval.............................................19
 Section 4.07      Proxy Statement............................................19

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Section 4.08      Offers.....................................................19

ARTICLE V. CONDUCT PENDING ACQUISITION........................................20

 Section 5.01      Conduct of Business Prior to the Closing Date..............20
 Section 5.02      Forbearances of GDS........................................20
 Section 5.03      Maintenance of Insurance...................................22
 Section 5.04      All Reasonable Efforts.....................................22

ARTICLE VI. COVENANTS.........................................................22

 Section 6.01      Current Information........................................22
 Section 6.02      Access to Properties and Records...........................22
 Section 6.03      Financial and Other Statements.............................23
 Section 6.04      Disclosure Letter Supplements..............................23
 Section 6.05      Consents and Approvals of Third Parties....................23
 Section 6.06      Failure to Fulfill Conditions..............................23
 Section 6.07      Employee Benefits..........................................23
 Section 6.08      Debt.......................................................23
 Section 6.09      Tax Periods Ending On or Before the Closing Date...........24
 Section 6.10      Cooperation on Tax Matters.................................24
 Section 6.11      Employment of Denny Harton; Appointment to Board of
                    Directors.................................................24

ARTICLE VII. REGULATORY AND OTHER MATTERS.....................................25

 Section 7.01      Meeting of Stockholders....................................25
 Section 7.02      Proxy Statement............................................25
 Section 7.03      Regulatory Approvals.......................................25

ARTICLE VIII. CLOSING CONDITIONS..............................................26

 Section 8.01      Conditions to Each Party's Obligations under this
                    Agreement.................................................26
 Section 8.02      Conditions to the Obligations of Purchaser under
                    this Agreement............................................26
 Section 8.03      Conditions to the Obligations of GDS and GasSearch
                    Corporation under this Agreement..........................27

ARTICLE IX. THE CLOSING.......................................................28

 Section 9.01      Time and Place.............................................28
 Section 9.02      Deliveries at the Pre-Closing and the Closing..............28

ARTICLE X. TERMINATION, AMENDMENT AND WAIVER..................................28

 Section 10.01     Termination................................................28
 Section 10.02     Effect of Termination......................................29
 Section 10.03     Amendment, Extension and Waiver............................30

ARTICLE XI. MISCELLANEOUS.....................................................30

 Section 11.01     Public Announcements.......................................30
 Section 11.02     Survival...................................................30
 Section 11.03     Notices....................................................30
 Section 11.04     Parties in Interest........................................31
 Section 11.05     Complete Agreement.........................................31
 Section 11.06     Counterparts...............................................31
 Section 11.07     Severability...............................................31
 Section 11.08     Governing Law..............................................31
 Section 11.09     Interpretation.............................................32
 Section 11.10     Specific Performance.......................................32

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<PAGE>

                            STOCK PURCHASE AGREEMENT


     THIS STOCK PURCHASE AGREEMENT ("Agreement"),  dated as of January 18, 2008,
is among Energy Services  Acquisition  Corp., a corporation  organized under the
laws of Delaware (the "Purchaser"),  and GasSearch Corporation which is the sole
owner  of  GasSearch  Drilling  Services   Corporation  ("GDS"),  a  corporation
organized under the laws of West Virginia and GDS.  GasSearch  Corporation  owns
100% of the issued and outstanding shares of GDS.

                                R E C I T A L S:

     A. GasSearch  Corporation  desires to sell its shares of GDS Stock, and the
Purchaser  desires to purchase all of the  outstanding  shares of GDS Stock (the
"Shares"), all on the terms set forth in this Agreement (the "Acquisition").

     B. In order to facilitate the  Acquisition,  GasSearch  Corporation and GDS
has been made a party to this Agreement.

ARTICLE I.

                               CERTAIN DEFINITIONS

Section 1.01      Certain Definitions.

     As used in this Agreement the following  terms have the following  meanings
(unless the context  otherwise  requires,  references  to Articles  and Sections
refer to Articles and Sections of this Agreement).

     "Agreement" shall have the meaning set forth in the preamble.

     "Acquisition  Proposal" shall mean any inquiry,  proposal or offer from any
person relating to, or that could  reasonably be expected to lead to, any direct
or  indirect  acquisition  or  purchase,  in  one  transaction  or a  series  of
transactions,  of assets (including equity securities of GDS) or businesses that
constitute 25% or more of the revenues,  net income or assets of GDS, taken as a
whole, or 25% or more of any class of equity securities of GDS, any tender offer
or exchange  offer that if consummated  would result in any person  beneficially
owning  25% or more of any class of equity  securities  of GDS,  or any  merger,
consolidation, business combination, recapitalization, liquidation, dissolution,
joint  venture,  binding  share  exchange or similar  transaction  involving GDS
pursuant  to which  any  person  would  own 25% or more of any  class of  equity
securities of GDS or of any resulting  parent company of GDS, in each case other
than the transactions contemplated by this Agreement.

     "Affiliate"  means any Person who directly,  or  indirectly  through one or
more intermediaries,  controls,  or is controlled by, or is under common control
with,  such  Person and,  without  limiting  the  generality  of the  foregoing,
includes any  executive  officer or director of such Person and any Affiliate of
such executive officer or director.

     "Agreement" means this agreement, and any amendment hereto.

     "Closing" shall have the meaning set forth in Section 2.04.

     "COBRA" shall mean the Consolidated  Omnibus Budget  Reconciliation  Act of
1985, as amended.


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     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Consideration"  shall mean the cash in an aggregate per share amount to be
paid by Purchaser for GDS Stock, as set forth in Section 2.02(a).

     "Disclosure Letter" shall have the meaning set forth Section 3.01.

     "Environmental  Laws"  means any  applicable  Federal,  state or local law,
statute,  ordinance,  rule, regulation,  code, license,  permit,  authorization,
approval,  consent,  order, judgment,  decree,  injunction or agreement with any
governmental entity relating to (1) the protection,  preservation or restoration
of the environment  (including,  without limitation,  air, water vapor,  surface
water, groundwater,  drinking water supply, surface soil, subsurface soil, plant
and animal life or any other natural  resource),  and/or (2) the exposure to, or
the use, storage, recycling, treatment, generation, transportation,  processing,
handling,   labeling,   production,   release  or  disposal  of   Materials   of
Environmental  Concern.  The term  Environmental Law includes without limitation
(a) the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 U.S.C.  ss.9601, et seq; the Resource Conservation and Recovery Act,
as amended, 42 U.S.C.  ss.6901, et seq; the Clean Air Act, as amended, 42 U.S.C.
ss.7401,  et seq; the Federal Water Pollution Control Act, as amended, 33 U.S.C.
ss.1251,  et seq;  the Toxic  Substances  Control  Act,  as  amended,  15 U.S.C.
ss.2601,  et seq; the  Emergency  Planning and  Community  Right to Know Act, 42
U.S.C. ss.11001, et seq; the Safe Drinking Water Act, 42 U.S.C. ss.300f, et seq;
the Comprehensive  Environmental Response Compensation and Liability Information
Systems  List and all  comparable  state and local laws,  and (b) any common law
(including  without limitation common law that may impose strict liability) that
may impose  liability or obligations for injuries or damages due to the presence
of or exposure to any Materials of Environmental Concern.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     "GDS" shall mean GasSearch Drilling Services  Corporation,  a West Virginia
corporation  with  its  principal  executive  offices  located  at  466  Airport
Industrial Park Road, Parkersburg, West Virginia 26104.

     "GasSearch  Corporation," a Illinois  corporation  that owns all the issued
and outstanding shares of GDS Stock.

     "GDS  Stock"  shall mean all of the issued  and  outstanding  shares of GDS
capital stock par value $1.00 per share.

     "Governmental  Entity"  shall  mean  any  federal,  state,  local  or other
government,  governmental,  regulatory or  administrative  authority,  agency or
commission or any court, tribunal or judicial or arbitral body.

     "HIPAA" shall mean the Health Insurance  Portability and Accountability Act
of 1996, as amended.

     "Intellectual Property" shall mean all (i) trademarks, service marks, brand
names,  d/b/a/'s,  Internet domain names,  logos,  symbols,  trade dress,  trade
names, and other indicia of origin,  all applications and  registrations for the
foregoing,  and  all  goodwill  associated  therewith  and  symbolized  thereby,
including  all  renewals  of same,  (ii)  inventions  and  discoveries,  whether
patentable or not, and all patents,  registrations,  invention  disclosures  and
applications therefor, including divisions, continuations, continuations-in-part

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and renewal applications, and including renewals, extensions and reissues, (iii)
Trade Secrets,  (iv)  published and  unpublished  works of  authorship,  whether
copyrightable  or  not  (including  without   limitation   databases  and  other
compilations of information),  copyrights therein and thereto, and registrations
and  applications  therefor,  and all  renewals,  extensions,  restorations  and
reversions  thereof,  and (v) all other  intellectual  property  or  proprietary
rights.

     "IRS" shall mean the United States Internal Revenue Service.

     "IT  Assets"  shall  mean GDS's  computers,  computer  software,  firmware,
middleware, servers, workstations,  routers, hubs, switches, data communications
lines,  and all  other  information  technology  equipment,  and all  associated
documentation.

     "Knowledge" as used with respect to a Person (including  references to such
Person being aware of a particular  matter)  means those facts that are known by
any officer with the title ranking not less than vice president or a director of
such Person,  and includes any facts,  matters or circumstances set forth in any
written notice from any regulator or any other material  written notice received
by an officer with the title ranking not less than vice  president or a director
of that Person. For purposes of this definition,  an officer or director will be
deemed to have  "Knowledge"  of a  particular  fact or other matter if a prudent
individual  could be expected to discover or otherwise become aware of such fact
or  other  matter  in  the  course  of  conducting  a  reasonably  comprehensive
investigation concerning the existence of such fact or other matter.

     "Licensed  Intellectual  Property" means Intellectual  Property that GDS is
licensed or otherwise permitted by other Persons to use.

     "Listed Intellectual  Property" shall have the meaning set forth in Section
3.12(a).

     "Material  Adverse  Effect"  shall mean an effect which (A) is material and
adverse to the assets, business,  financial condition,  results of operations or
prospects of GDS or Purchaser,  as the context may dictate, and its subsidiaries
taken as a whole.

     "Materials  of  Environmental  Concern"  means  pollutants,   contaminants,
wastes,  toxic  substances,  petroleum  and  petroleum  products,  and any other
materials  regulated under Environmental  Laws,  including,  but not limited to,
radon,  radioactive  material,  asbestos,   asbestos-containing  material,  urea
formaldehyde foam insulation,  lead,  polychlorinated  biphenyl,  flammables and
explosives.

     "NASD" shall mean the National Association of Securities Dealers, Inc.

     "Person"  shall  mean  any  individual,  corporation,   partnership,  joint
venture,  association,  trust or  "group"  (as that  term is  defined  under the
Exchange Act).

     "Pre-Effective  Time Tax Period" means any taxable period (or the allocable
portion of a Straddle  Period)  ending on or before the close of business on the
date the closing occurs.

     "Proxy Statement" shall have the meaning set forth in Section 7.02.

     "Purchaser"  shall  mean  Energy  Services  Acquisition  Corp.,  a Delaware
corporation,  with its  principal  executive  offices  located  at 75 West Third
Avenue, Huntington, West Virginia 25776.

     "Rights"  shall mean warrants,  options,  rights,  convertible  securities,
stock  appreciation  rights and other arrangements or commitments which obligate
an entity to issue or dispose  of any of its  capital  stock or other  ownership

                                       3
<page>

interests or which provide for compensation based on the equity  appreciation of
its capital stock.

     "Securities  Laws" shall mean the Securities  Act of 1933 (the  "Securities
Act");  the Exchange Act; the  Investment  Company Act of 1940, as amended;  the
Investment Advisers Act of 1940, as amended; the Trust Indenture Act of 1939, as
amended; and the rules and regulations of the SEC promulgated thereunder.

     "Stockholder Approval" shall have the meaning set forth in Section 8.01(a).

     "Straddle  Period" means any taxable period that includes (but does not end
on) the date the stock purchase is completed.

     "Superior Proposal" shall mean an Acquisition Proposal,  which the Board of
Directors of GDS  reasonably  determines  (after  consultation  with a financial
advisor of nationally  recognized  reputation)  to be (i) more  favorable to the
stockholder  of GDS from a  financial  point of view  than the sale of GDS Stock
(taking  into  account all the terms and  conditions  of such  proposal and this
Agreement  (including  any  changes  to the  financial  terms of this  Agreement
proposed  by  Purchaser  in  response  to such  offer  or  otherwise))  and (ii)
reasonably capable of being completed, taking into account all financial, legal,
regulatory and other aspects of such proposal.

     "Tax" means any and all (a)  federal,  state,  local or foreign tax, fee or
other like assessment or charge of any kind, including,  without limitation, any
net income,  alternative or add-on minimum tax,  gross income,  gross  receipts,
sales, use, ad valorem,  value-added,  transfer,  franchise,  profits,  license,
payroll,  employment,  social security (or similar),  unemployment,  disability,
registration,  estimated,  excise, severance,  stamp, capital stock, occupation,
property,  environmental  or windfall tax,  premium,  customs duty or other tax,
together with any interest,  penalty or additions  thereto,  whether disputed or
not; and (b)  transferee  or secondary  liability in respect of any Tax (whether
imposed by law or contractual arrangement).

     "Tax Return" means any return (including  estimated returns),  declaration,
report,  claim for refund,  or information  return or statement or any amendment
thereto  relating  to  Taxes,   including  any  such  document  prepared  on  an
affiliated,  consolidated,  combined or unitary  group basis and any schedule or
attachment thereto.

     "Taxing Authority" means any governmental or regulatory authority,  body or
instrumentality  exercising any authority to impose,  regulate or administer the
imposition of Taxes.

     "Termination Date" shall mean August 30, 2008.

     "Trade Secrets" means confidential information, trade secrets and know-how,
including  confidential  processes,   schematics,  business  methods,  formulae,
drawings, prototypes, models, designs, customer lists and supplier lists.

     "Voting Agreement" shall have the meaning set forth in the recitals to this
Agreement.

     Other terms used herein are defined in the preamble  and  elsewhere in this
Agreement.

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<page>
ARTICLE II.

                      SALE AND TRANSFER OF SHARES; CLOSING

Section 2.01      Shares.

     Subject  to the terms  and  conditions  of this  Agreement  at the  closing
GasSearch  Corporation will sell and transfer 100% of the issued and outstanding
shares of GDS Stock to Purchaser,  and  Purchaser  will purchase the shares from
GasSearch Corporation.  After the Closing Date there will be no further transfer
of shares of GDS Stock.

Section 2.02      Purchase Price.

     (a) The  total  purchase  price for the  shares  will  consist  of (i) $2.5
million in cash and (ii) a number of shares of  Purchaser  common stock equal in
value to $3.5 million based upon the arithmetic  average of the closing price of
Purchaser  common  stock  reported on the American  Stock  Exchange for the five
consecutive  trading days commencing three trading days before public disclosure
of this Agreement is made by the Purchaser  (collectively,  (i) and (ii) are the
"Consideration").

     (b) Following the payment of the Consideration  GasSearch Corporation shall
have no further  ownership rights in GDS, except as a holder of Purchaser common
stock.

     (c) The  Shares  of  Purchaser  common  stock  to be  issued  to  GasSearch
Corporation as contemplated in Section 2.02(a) will not be registered  under the
Securities  Act or registered  or qualified for sale under any state  securities
Law and  cannot  be  resold  without  registration  or an  exemption  under  the
Securities Act. Such shares will therefore be "restricted securities" as defined
in rule  144  under  the  Securities  Act.  Each  certificate  representing  the
Purchaser  common  stock  shall  bear  a  restrictive   legend  referencing  the
Securities Act. Purchaser agrees that in the event Purchaser  registers with the
Securities and Exchange  Commission any shares held by its  shareholders it will
include  as  part of the  registration  statement  shares  issued  to  GasSearch
Corporation.

Section 2.03      Stock Options.

     GDS has no options or other equity based  derivative  instruments  that are
outstanding or which are entitled to receive any of the Consideration.

Section 2.04      Closing; Closing Date.

     Subject  to the  satisfaction  or  waiver  of  all  conditions  to  closing
contained in Article VIII  hereof,  the Closing  shall occur the later of either
(i) five  business  days  following  the  latest to occur of the  receipt of all
required  Stockholder  Approvals,  satisfaction of all conditions to closing (to
the extent such  conditions are not waived) and the expiration of any applicable
waiting  periods,  and  Stockholder  Approval,  (ii)  at the  discretion  of the
Purchaser,  the month end  following  receipt of all  Stockholder  Approval  and
satisfaction of all conditions to closing (to the extent such conditions are not
waived),  or (iii) at such other date or time upon which Purchaser and GasSearch
Corporation  mutually  agree (the  "Closing"  and such date of closing is herein
referred to as the "Closing Date").

Section 2.05      Additional Transactions

     Notwithstanding   anything   contained  in  this  Agreement,   the  parties
acknowledge  that in order to consummate the  transactions  contemplated by this

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<page>

Agreement the Purchaser must enter into a business  combination or  combinations
in  which  the  fair  market  value  of  the  business  or  businesses  acquired
simultaneously with the transactions  contemplated by this Agreement is equal to
at least 80% of Purchaser's net assets (excluding any deferred compensation held
by  Ferris  Baker  Watts,  Incorporated)  when  combined  with the  transactions
contemplated  by this Agreement . GasSearch  Corporation  acknowledges  that the
transactions  contemplated  by this Agreement  must be completed  simultaneously
with such other business  combinations  or  combinations,  referenced to in this
Section.

                                  ARTICLE III.

         REPRESENTATIONS AND WARRANTIES OF GASSEARCH CORPORATION AND GDS

     GasSearch  Corporation  and GDS each  represents  and warrants to Purchaser
that the statements contained in this Article III are true and correct as of the
date of this  Agreement.  For purposes of this Article  III,  references  to GDS
shall include GasSearch  Corporation unless otherwise  indicated by the context.
The parties shall notify each other in the event of any material change prior to
the Closing Date. References to the Knowledge of GDS shall include the Knowledge
of GasSearch Corporation.

Section 3.01      Disclosure Letter.

     On or prior to the date  hereof,  GDS has  delivered  to Purchaser a letter
(the   "Disclosure   Letter")   setting  forth,   among  other  things,   facts,
circumstances  and events the disclosure of which are required or appropriate in
relation to any or all of its covenants,  representations  and  warranties  (and
making specific reference to the section of this Agreement to which such section
of the Disclosure Letter relates);  provided, that the mere inclusion of a fact,
circumstance or event in the Disclosure  Letter shall not be deemed an admission
by a party that such item  represents a material  exception or that such item is
reasonably likely to result in a Material Adverse Effect.  The Disclosure Letter
is true, correct and complete.

Section 3.02      GasSearch Corporation Representations.

     (a)  Organization.  GasSearch  Corporation  owns  all  of  the  issued  and
outstanding  shares of GDS.  GasSearch  Corporation have all requisite power and
authority  to own and operate  GDS's  property  and assets and to carry on GDS's
business as now conducted.

     (b) Authority and Enforceability.  GasSearch Corporation has full capacity,
power and  authority to enter into and deliver this  Agreement and to consummate
the  transactions  contemplated  hereby.  The  execution  and  delivery  of this
Agreement and the consummation of the transactions  contemplated hereby has been
approved  by   shareholders   owning  a  majority  of  GasSearch   Corporation's
outstanding  voting  stock,  and no other  proceedings  or action on the part of
GasSearch  Corporation  is necessary to execute or deliver this  Agreement or to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
and validly  executed and delivered by GasSearch  Corporation  and constitutes a
valid and binding  obligation  of  GasSearch  Corporation,  enforceable  against
GasSearch Corporation in accordance with its terms.

     (c) No  Violations.  The execution and delivery of this Agreement does not,
and the consummation of the transactions  contemplated  hereby and compliance by
GasSearch Corporation with the provisions hereof will not, conflict with, result
in any violation of or default under,  or result in (i) the creation of any lien
on any of the properties or assets of GasSearch Corporation or GDS (ii) any loan
or credit agreement, note, bond, mortgage, indenture, lease, permit, concession,

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<page>
franchise,  license, or material agreement to which GasSearch Corporation or GDS
is a party or by which  GasSearch  Corporation  or GDS are  bound,  or (iii) any
judgment,  order,  decree, or Law applicable to GasSearch  Corporation or GDS or
their respective properties or assets.

     (d) Title to Shares.  GasSearch Corporation is (and at the Closing will be)
the  sole  record  and  beneficial  owner  of,  and  upon  consummation  of  the
transactions  contemplated  hereby,  Purchaser will acquire valid and marketable
title to all of GDS Stock  then  issued and  outstanding,  free and clear of all
liens, equities,  proxies,  options, or restrictions,  other than (i) those that
may arise by virtue of any  actions  taken by or on behalf of  Purchaser  or its
affiliates  or (ii)  restrictions  on transfer that may be imposed by federal or
state securities laws.

     (e)  Litigation.  There is no Claim by any  person or  Governmental  Entity
(including, without limitation, expropriation or forfeiture proceedings), and no
legal,  administrative,  or arbitration  proceeding  pending or, to Gas Search's
knowledge,  threatened  against  GasSearch  Corporation  or GDS or any of  their
property,  or to which GasSearch Corporation or GDS are a party, that reasonably
may be  expected  to affect or impair in any  material  respect  the  ability of
GasSearch Corporation or GDS to consummate the transactions contemplated in this
Agreement.

     (f) Governmental Approvals. No authorization, consent, approval, exemption,
franchise,  permit,  or license of, or filing with, any  Governmental  Entity is
required to authorize,  or is otherwise  required by any Governmental  Entity in
connection  with, the valid  execution and delivery by GasSearch  Corporation or
GDS  of  this  Agreement,  the  transfer  of  GDS  Stock  to  Purchaser,  or the
performance  by  GasSearch   Corporation  or  GDS  of  their  other  obligations
hereunder.

     (g) No Insolvency. There are no bankruptcy, insolvency,  reorganization, or
arrangement proceedings pending, or to GasSearch Corporation or GDS's knowledge,
threatened against GasSearch Corporation or GDS.

Section 3.03      Organization.

     (a) GDS is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of West  Virginia.  GDS has all  requisite
corporate power and authority to own, lease and operate its properties and carry
on its  business  as now  conducted.  GDS is duly  licensed or  qualified  to do
business in each jurisdiction  where its ownership or leasing of property or the
conduct of its business requires such qualification, except where the failure to
obtain such license or qualification  would not reasonably be expected to have a
Material Adverse Effect.

     (b) GDS has no subsidiaries.  There are no entities (whether  corporations,
partnerships,  or  similar  organizations),  in  which  GDS  owns,  directly  or
indirectly,  5% or  more  of the  ownership  interests  as of the  date  of this
Agreement. GasSearch Corporation owns 1,000 shares of GDS Stock which is 100% of
the issued and outstanding  shares of GDS Stock. Such shares are validly issued,
fully paid, nonassessable and not subject to any preemptive rights and are owned
by  GasSearch  Corporation  free and clear of any pledges,  security  interests,
claims,  liens,  encumbrances  or  restrictions  and there are no  agreements or
understandings with respect to the voting or disposition of any such shares.

     (c)  Prior  to the  date  of this  Agreement,  GDS has  made  available  to
Purchaser true and correct copies of its Articles of Incorporation.

Section 3.04      Capitalization.

     (a) The authorized capital stock of GDS consists of 1,000 shares of capital
stock par value $1.00 per share, all of which are issued and outstanding.


                                       7

<Page>

     (b) No bonds,  debentures,  notes or other indebtedness having the right to
vote on any  matters  on which  the  shareholder  of GDS may vote are  issued or
outstanding.  Set forth in the  Disclosure  Letter is a listing  of all GDS debt
outstanding including interest rate and payment terms.

     (c) As of the  date of this  Agreement  and,  except  for  this  Agreement,
neither GDS or GasSearch  Corporation  has or is bound by any Rights  obligating
GDS or GasSearch  Corporation to issue,  deliver or sell, or cause to be issued,
delivered or sold, any  additional  shares of capital stock of GDS or obligating
GDS to grant, extend or enter into any such Right.

Section 3.05      Authority; No Violation.

     (a) GDS and  GasSearch  Corporation  each  has  full  corporate  power  and
authority  to execute  and  deliver  this  Agreement,  and,  to  consummate  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
by GDS  and  GasSearch  Corporation  and  the  completion  of  the  transactions
contemplated  hereby  have  been  duly  and  validly  approved  by the  Board of
Directors of GasSearch  Corporation.  This  Agreement  has been duly and validly
executed and delivered by GDS and GasSearch  Corporation,  and  constitutes  the
valid and binding  obligation  of  GasSearch  Corporation,  enforceable  against
GasSearch  Corporation  in  accordance  with its terms,  subject  to  applicable
bankruptcy,  insolvency and similar laws affecting  creditors' rights generally,
and subject,  as to  enforceability,  to general  principles of equity,  whether
applied in a court of law or a court of equity.

     (b) To GasSearch Corporation's or GDS's knowledge,  the consummation of the
transactions contemplated hereby and compliance by GDS and GasSearch Corporation
with any of the terms or provisions hereof will not: (i) conflict with or result
in a breach or violation of or a default  under any provision of the Articles of
Incorporation or Bylaws of GDS; (ii) violate any statute, code, ordinance, rule,
regulation,  judgment,  order, writ, decree,  governmental  permit or license or
injunction  applicable  to GDS or any of its  properties or assets or enable any
person to enjoin the sale of GDS Stock; or (iii) violate,  conflict with, result
in a breach of any provisions of,  constitute a default (or an event which, with
notice or lapse of time, or both, would  constitute a default) under,  result in
the termination of, accelerate the performance required by, or result in a right
of termination or acceleration or the creation of any lien,  security  interest,
charge or other  encumbrance  upon any of the  properties or assets of GDS under
any of the terms, conditions or provisions of any material note, bond, mortgage,
indenture,  deed of trust,  license,  lease,  agreement or other  instrument  or
obligation to which GDS is a party, or by which they or any of their  respective
properties or assets may be bound or affected.

Section 3.06      Consents.

     No consents, waivers or approvals of, or filings or registrations with, any
Governmental Entity are necessary, and no consents,  waivers or approvals of, or
filings or  registrations  with,  any other  third  parties  are  necessary,  in
connection with the execution and delivery of this Agreement by GDS or GasSearch
Corporation,  and the  sale  of GDS  Stock  by  GasSearch  Corporation.  GDS and
GasSearch  Corporation have no reason to believe that (i) any required approvals
or other required  consents or approvals will not be received,  or that (ii) any
public body or authority, the consent or approval of which is not required or to
which  a  filing  is  not  required,  will  object  to  the  completion  of  the
transactions contemplated by this Agreement. GDS is not subject to regulation of
its business or operations  under any Federal law (to the extent GDS is required
to  register  or file  reports  with any  Government  Entity)  or  state  public
utilities laws.

Section 3.07      [intentionally omitted]

                                       8

<Page>

Section 3.08      Financial Statements.

     GDS maintains  accounting  records which fairly and accurately  reflect its
transactions  and  operations.   GDS  has  provided  Purchaser  with  pro  forma
projections  of its revenue,  earnings and expenses for the 2007 calendar  year.
GDS has commenced  providing Purchaser monthly financial  statements  commencing
with the month ended  December 31,  2006.  In each case,  the monthly  financial
statements  of GDS  fairly  present  in all  material  respects,  the  financial
position, results of operations and cash flows of GDS as of the respective dates
thereof  and  for the  respective  periods  covered  thereby  GDS and  GasSearch
Corporation  has no reason to believe that either the pro forma  projections  or
monthly  financial  statements are incomplete or fail to accurately  reflect all
material items necessary for an understanding  of GDS's financial  condition and
results of operations.

Section 3.09      Absence of Certain Changes or Events.

     Since December 21, 2006 (i) GDS has not incurred any  liability,  except in
the ordinary course of its business consistent with past practice,  (ii) GDS has
conducted  its business  only in the ordinary and usual course of such  business
and (iii) there has not been any condition,  event,  change or occurrence  that,
individually  or in the aggregate,  has had, or is reasonably  likely to have, a
Material Adverse Effect.

Section 3.10      Taxes.

     (a) (i) GasSearch Corporation and GDS have filed or caused to be filed, and
with  respect to Tax  Returns due  between  the date of this  Agreement  and the
Closing Date,  will timely file  (including any applicable  extensions)  all Tax
Returns  required to be filed,  (ii) all such Tax Returns are, or in the case of
such Tax  Returns  not yet filed,  will be,  true,  complete  and correct in all
material  respects and such Tax Returns  correctly  reflected (or in the case of
such Tax Returns not yet filed, will correctly  reflect) the facts regarding the
income, business,  assets, operations,  activities,  status and other matters of
GDS and any other information  required to be shown thereon, and (iii) all Taxes
of GDS  (whether or not  reflected on any such Tax  Returns)  attributable  to a
Pre-Effective  Time Tax Period  have been,  or in the case of Taxes the due date
for  payment of which is  between  the date of this  Agreement  and the date the
Closing Date occurs,  timely paid in full,  including,  without limitation,  all
Taxes which GDS is obligated to withhold for amounts paid or owing to employees,
independent contractors, creditors and other third parties other than Taxes that
have been reserved or accrued.

     (b) The most  recent  financial  statements  for GDS  reflect  an  adequate
reserve  for all Taxes  payable  by GDS for all  taxable  periods  and  portions
thereof through the date of such financial statements, and, in the case of Taxes
owed as of the date  hereof,  an  adequate  reserve  is (and  until the date the
Closing  Date occurs will  continue to be)  reflected  in the accruals for Taxes
payable  on  the  balance  sheet  as of  June  30,  2007,  other  than  accruals
established to reflect  timing  differences  and accruals  reflected only in the
notes thereto.

     (c) There are no liens for Taxes,  except for  statutory  liens not yet due
with respect to any of the assets or properties of GDS.

     (d) To GasSearch  Corporation's  and GDS's knowledge:  (i) no Tax Return of
GasSearch Corporation or GDS have been examined by the Internal Revenue Service,
(ii) no Tax Return of GasSearch Corporation or GDS is under audit or examination
by any  other  Taxing  Authority,  and  (iii)  no  notice  of such an  audit  or
examination has been received by GasSearch Corporation or GDS.

     (e)  Each  deficiency,  if any,  resulting  from any  audit or  examination
relating  to Taxes by any  Taxing  Authority  has been  timely  paid.  No issues

                                       9
<Page>
relating to Taxes were raised by the relevant Taxing  Authority in any completed
audit or examination that can reasonably be expected to recur in a later taxable
period.  The relevant  statute of  limitations is closed with respect to the Tax
Returns of GDS. GDS has made available to Purchaser  documents setting forth the
dates of the most recent audits or examinations  of GDS by any Taxing  Authority
in respect of Taxes for all taxable periods for which the statute of limitations
has not yet expired.

     (f) GDS is not a party  to or is bound by any Tax  sharing  agreement,  Tax
indemnity obligation or similar agreement,  arrangement or practice with respect
to Taxes (including,  without limitation, any advance pricing agreement, closing
agreement or other agreement relating to Taxes with any Taxing Authority).

     (g) GDS will not be required to include in a taxable  period  ending  after
the Closing Date any taxable income attributable to income that accrued, but was
not recognized,  in a Pre-Closing  Date Tax Period (or the portion of a Straddle
Period  allocable  to the  Pre-Effective  Time Tax  Period)  as a  result  of an
adjustment under Section 481 of the Code, the installment  method of accounting,
the long-term contract method of accounting,  the cash method of accounting, any
comparable  provision  of state,  local,  or foreign  Tax law,  or for any other
reason.

     (h) There are no outstanding agreements or waivers extending, or having the
effect of extending,  the statutory  period of limitation  applicable to any Tax
Returns  required to be filed with respect to GDS, and GDS has not requested any
extension of time within which to file any Tax Return,  which return has not yet
been filed.  No power of attorney with respect to any Taxes has been executed or
filed with any Taxing Authority by or on behalf of Seller Group.

     (i) GDS has complied in all respects with all  applicable  laws relating to
the payment and withholding of Taxes (including withholding of Taxes pursuant to
Sections 1441,  1442,  3121 and 3402 of the Code or any comparable  provision of
any state,  local or foreign  laws) and have,  within the time and in the manner
prescribed by applicable  law,  withheld from and paid over to the proper Taxing
Authorities  all amounts  required  to be so  withheld  and paid over under such
laws.

     (j) GDS has not been a party to any distribution  occurring during the last
five years in which the parties to such distribution treated the distribution as
one to which Section 355 of the Code applied.

     (k) GDS is not a party to any "listed  transaction"  as defined in Treasury
Regulation Section 1.6011-4(b)(2).

     (l) No Tax  Returns  filed by GDS  contains a  disclosure  statement  under
former  Section  6661 of the Code or  Section  6662 of the Code (or any  similar
provision of state, local or foreign Tax law).

     (m) GDS has not been,  at any time  during the  applicable  time period set
forth in Section  897(c)(1) of the Code, a United States real  property  holding
company within the meaning of Section 897(c)(2) of the Code.

     (n) The Disclosure Letter sets forth each state, county,  local,  municipal
or foreign  jurisdiction in which GDS files, or is or has been required to file,
a Tax Return relating to state and local income, franchise, license, excise, net
worth, property or sales and use taxes or is or has been liable for any Taxes on
a "nexus" basis at any time for a taxable period for which the relevant statutes
of limitation  have not expired.  GDS has not received  notice of any claim by a
Taxing Authority in a jurisdiction  where GDS does not file Tax Returns that GDS
is or may be subject to taxation by such jurisdiction.

                                       10
<page>

     (o) GDS has  made a valid  election  under  Section  1362 of the Code to be
treated as an S corporation for federal income tax purposes,  and made a similar
election under comparable  provisions of state, local or foreign Tax law. At all
times since  making its  election to be treated as an S  Corporation  Seller has
been  treated as an S  Corporation  or a QSub (as defined  below) for income tax
purposes. GDS is in compliance with requirements for maintaining its election as
an S Corporation.

     (p)  GDS  has  one  shareholder,   GasSearch  Corporation.   The  GasSearch
Corporation has been, as of the date of acquisition of GDS stock,  and continues
to be, an "eligible shareholder" as defined under Section 1361 of the Code.

     (q) Each controlled  corporation  that had or has any of its stock owned by
Seller  was,  is, and will be  properly  treated as a  qualified  S  Corporation
Subsidiary  (QSubs),  as defined under Section 1361 of the Code, of Seller.  All
QSub  elections  required to be made to satisfy the  condition  expressed in the
previous sentence were properly made on a timely basis.

     (r) GDS has no  liability  or  potential  liability  for any tax under Code
Section 1374. GDS has not in the past 10 years, (A) acquired assets from another
corporation  in a transaction  in which GDS's tax basis for the acquired  assets
was  determined,  in whole  or in part,  by  reference  to the tax  basis of the
acquired  assets (or any other  property) in the hands of the  transferor or (B)
acquired  the  controlling  stock  of any  corporation  that is not a  qualified
Corporation Subsidiary.

Section 3.11      Material Contracts; Leases; Defaults.

     (a) Except as  previously  disclosed,  GDS is not a party to or subject to:
(i) any employment,  consulting or severance  contract with any present officer,
director or employee of GDS, except for "at will" arrangements; (ii) any plan or
contract  providing for bonuses,  pensions,  options,  or other equity  deferred
compensation,  retirement payments,  profit sharing,  insurance benefits,  death
benefits,   health,   medical  or  disability   benefits  or  similar   material
arrangements for or with any past or present officers, directors or employees of
GDS; (iii) any collective  bargaining agreement with any labor union relating to
employees of GDS;  (iv) any  agreement  which by its terms limits the payment of
dividends by GDS; (v) any instrument  evidencing or related to indebtedness  for
borrowed  money  whether  directly  or  indirectly,  by  way of  purchase  money
obligation,  conditional sale, lease purchase, guaranty or otherwise, in respect
of which GDS is an obligor to any person,  which instrument evidences or relates
to indebtedness other than deposits, bankers' acceptances, and "treasury tax and
loan" accounts  established in the ordinary course of business and  transactions
in "federal funds" or which contains  financial  covenants or other restrictions
(other than those  relating to the payment of principal  and interest  when due)
which would be  applicable  on or after the  Closing  Date to  Purchaser  or any
Purchaser Subsidiary; (vi) any other agreement,  written or oral, not terminable
on 60 days'  notice,  that  obligates  GDS for the payment of more than $100,000
annually;  or that has a term of no more  than one year or (vii)  any  agreement
(other than this Agreement), contract, arrangement,  commitment or understanding
(whether  written  or oral) that  restricts  or limits in any  material  way the
conduct of business by GDS (it being  understood that any non-compete or similar
provision shall be deemed material) or any other material agreement.

     (b)  Subject  to any  consents  that may be  required  as a  result  of the
transactions contemplated by this Agreement, neither GDS is not in default under
any material contract,  agreement,  commitment,  arrangement,  lease,  insurance
policy  or  other  instrument  to which it is a  party,  by  which  its  assets,
business,  or  operations  may be bound or  affected,  or under  which it or its
assets,  business,  or operations receive benefits,  and to the Knowledge of GDS
there has not occurred  any event that,  with the lapse of time or the giving of
notice or both, would constitute such a default.

                                       11
<page>

     (c) True and correct  copies of  agreements,  contracts,  arrangements  and
instruments  referred to in Sections 3.10(a) and (b) have been made available to
Purchaser on or before the date hereof,  are listed on the Disclosure Letter and
are in full force and  effect on the date  hereof and  enforceable  against  the
counterparty to which it relates.

Section 3.12      Ownership of Property; Insurance Coverage.

     (a) GDS has a good and, as to real property, marketable title to all assets
and  properties  owned by GDS in the  conduct of its  businesses,  whether  such
assets and  properties are real or personal,  tangible or intangible,  including
assets and property  reflected in the balance sheet contained in the most recent
GasSearch Corporation or GDS Financial Statements or acquired subsequent thereto
(except to the extent that such assets and  properties  have been disposed of in
the ordinary course of business, since the date of such balance sheet and except
to the extent that the failure to have good title to any personal property would
not  reasonably be expected to have a Material  Adverse  Effect),  subject to no
encumbrances,  liens, mortgages,  security interests or pledges. GDS, as lessee,
has the right under valid and existing  leases of real and  personal  properties
used by GDS in the conduct of its business to occupy or use all such  properties
as presently occupied and used by each of them, except previously  disclosed and
those in the  normal  course  of  business  and (iii)  encumbrances  that do not
materially affect the marketability of any title to real property. Such existing
leases and commitments to lease  constitute or will constitute  operating leases
for both tax and financial accounting purposes and the lease expense and minimum
rental  commitments with respect to such leases and lease  commitments have been
disclosed to Purchaser.  Each real estate lease that will require the consent of
the lessor or its agent to consummate the effects  intended by this Agreement or
otherwise as a result of the  Agreement by virtue of the terms of any such lease
is listed in the  Disclosure  Letter  identifying  the section of the lease that
contains such prohibition or restriction.

     (b)  GDS  currently   maintains   insurance  for  reasonable  amounts  with
financially  sound and  reputable  insurance  companies,  against  such risks as
companies  engaged in a similar business would, in accordance with good business
practice, customarily be insured. GDS has not received notice from any insurance
carrier that (i) such  insurance  will be canceled or that  coverage  thereunder
will be reduced  or  eliminated,  or (ii)  premium  costs  with  respect to such
policies of insurance will be  substantially  increased.  There are presently no
material  claims  pending  under such  policies of insurance and no notices have
been  given by GDS  under  such  policies.  All  such  insurance  is  valid  and
enforceable  and in full force and  effect,  and GDS has  received  each type of
insurance coverage for which it has applied and during such periods has not been
denied  indemnification  for any  claims  submitted  under any of its  insurance
policies.  The GDS  Disclosure  Letter  identifies  all  policies  of  insurance
maintained  by GDS as well as the other matters  required to be disclosed  under
this Section.

Section 3.13      Intellectual Property.

     (a) The  Disclosure  Letter sets forth a true and complete  list of all (i)
Registered  and/or  material  Intellectual  Property owned by GDS indicating for
each Registered item the  registration or application  number and the applicable
filing jurisdiction  (collectively,  the "Listed  Intellectual  Property").  GDS
exclusively  owns  (beneficially,  and of record  where  applicable)  all Listed
Intellectual  Property,  free and clear of all encumbrances,  exclusive licenses
and non-exclusive  licenses not granted in the ordinary course of business.  The
Listed Intellectual  Property is valid,  subsisting and enforceable,  and is not
subject  to any  outstanding  order,  judgment,  decree or  agreement  adversely
affecting GDS's use thereof or its rights thereto.  GDS has sufficient rights to
use all Intellectual  Property used in its business as currently conducted.  GDS
has not infringed or otherwise violated the Intellectual  Property rights of any
third  party.  There  is  no  material  litigation,  opposition,   cancellation,
proceeding,  objection  or claim  pending,  asserted or  threatened  against GDS
concerning   the   ownership,   validity,    registerability,    enforceability,

                                       12
<Page>

infringement or use of, or licensed right to use, any Intellectual  Property. To
GDS's  Knowledge,  (x) no  valid  basis  for any  such  litigation,  opposition,
cancellation,  proceeding, objection or claim exists, (y) no Person is violating
any Listed Intellectual  Property or other Intellectual  Property right owned or
held  exclusively by GDS, and (z) the Licensed  Intellectual  Property is valid,
subsisting  and  enforceable  and  is not  subject  to  any  outstanding  order,
judgment,  decree or  agreement  adversely  affecting  GDS's use  thereof or its
rights thereto.  Consummation of the transactions contemplated by this Agreement
will not terminate or alter the terms  pursuant to which GDS is permitted to use
any  Licensed  Intellectual  Property  and will not  create  any rights by third
parties to use any Intellectual  Property owned by the Purchaser (other than any
termination,  alteration  or creation of any rights that  results from action of
the Purchaser and its Affiliates).

     (b) GDS has no Trade Secrets,  or nondisclosure  agreements with any of its
employees.

     (c) To GDS's  Knowledge,  the IT Assets operate and perform in all respects
in  accordance  with  their  documentation  and  functional  specifications  and
otherwise  as  required by GDS in  connection  with its  business,  and have not
materially  malfunctioned or to any material extent failed within the past three
years. To GDS's Knowledge, the IT Assets do not contain any "time bomb," "Trojan
horse," "back door," "trap door," "worm," viruses, bugs, faults or other devices
or effects that (1) enable or assist any person to access without  authorization
the  IT  Assets,   or  (ii)  otherwise   significantly   adversely   affect  the
functionality  of the IT  Assets,  in either  case  except as  disclosed  in its
documentation.  To GDS's Knowledge,  no person has gained unauthorized access to
the IT Assets. GDS has implemented  commercially  reasonable backup and disaster
recovery technology consistent with industry practices.

     (d) To GDS's  Knowledge,  none of the  software  owned by it  contains  any
shareware,  open source code, or other software whose use requires disclosure or
licensing of Intellectual Property, to which GDS have not agreed.

Section 3.14      Labor Matters.

     GDS is not and has not ever been a party  to, or is or has ever been  bound
by,  any  collective  bargaining  agreement,  contract,  or other  agreement  or
understanding  with a labor  union or labor  organization  with  respect  to its
employees  and no such  agreement or contract is currently  being  negotiated by
GDS, nor is GDS the subject of any proceeding asserting that it has committed an
unfair  labor  practice or otherwise  relating to labor  matters  involving  any
current or former  employees  of GDS or seeking to compel it to bargain with any
labor organization as to wages and conditions of employment,  nor is any strike,
other labor dispute or  organizational  effort  involving GDS pending or, to the
Knowledge of GDS threatened. GDS is in compliance with applicable laws regarding
employment  of employees and retention of  independent  contractors,  and are in
compliance with applicable employment tax laws.

Section 3.15      Legal Proceedings.

     GDS is not a party to any, and there are no pending or, to GDS's Knowledge,
threatened  legal,  administrative,  arbitration or other  proceedings,  claims,
actions or governmental  investigations or inquiries of any nature,  (i) against
GDS,  (ii) to which GDS's assets are or may be subject,  (iii)  challenging  the
validity or propriety of any of the transactions contemplated by this Agreement,
or (iv) which could adversely affect the ability of GDS or GasSearch Corporation
to perform their obligations under this Agreement.

Section 3.16      Compliance With Applicable Law.

     (a) To GDS's knowledge,  GDS is in compliance in all material respects with
all applicable federal,  state, local and foreign statutes,  laws,  regulations,

                                       13

<Page>

ordinances,   rules,  judgments,   orders  or  decrees  applicable  to  it,  its
properties,   assets,  its  business,  and  its  conduct  of  business  and  its
relationship with its employees.

     (b) GDS has all permits, licenses, authorizations, orders and approvals of,
and has made all filings,  applications and  registrations  with, all regulators
and  government  authorities  that are  required in order to permit it to own or
lease its  properties  and to conduct its business as presently  conducted;  all
such permits, licenses,  certificates of authority,  orders and approvals are in
full  force  and  effect  and,  to  the  Knowledge  of  GDS,  no  suspension  or
cancellation  of any such  permit,  license,  certificate,  order or approval is
threatened or will result from the consummation of the transactions contemplated
by this Agreement, subject to obtaining the approvals set forth in Section 7.03.

     (c) GDS has not received any written notification or, to its knowledge, any
other communication from any regulator and government  authorities (i) asserting
that GDS is not in material compliance with any of the statutes,  regulations or
ordinances  under which it  operates;  (ii)  threatening  to revoke any license,
franchise, permit or governmental authorization;  (iii) requiring or threatening
to require GDS, or  indicating  that GDS may be required,  to enter into a cease
and  desist  order,  agreement  or  memorandum  of  understanding  or any  other
agreement with any federal or state  governmental  agency or authority  which is
charged with the supervision or regulation gas drilling companies restricting or
limiting,  or  purporting  to restrict  or limit,  in any  material  respect the
operations of GDS; or (iv) directing,  restricting or limiting, or purporting to
direct, restrict or limit, in any manner the operations of GDS (any such notice,
communication,  memorandum,  agreement or order  described  in this  sentence is
hereinafter referred to as a "Regulatory  Agreement").  GDS has not consented to
or entered into any Regulatory Agreement that is currently in effect.

Section 3.17      Employee Benefit Plans.

     GDS does not maintain,  sponsor or  participate  in any employee  contract,
arrangement  or employee  benefit  plan other than health,  dental,  medical and
disability insurance plans, and a retirement plan.

Section 3.18      Brokers, Finders and Financial Advisors.

     GDS and its officers, directors,  employees or agents, has not employed any
broker,  finder  or  financial  advisor  in  connection  with  the  transactions
contemplated by this Agreement,  or incurred any liability or commitment for any
fees or  commissions  to any such  person in  connection  with the  transactions
contemplated by this Agreement.

Section 3.19      Environmental Matters.

     (a)  Except  as may be  set  forth  in any  Phase  I  Environmental  Report
identified in the  Disclosure  Letter (a true copy of which has been provided to
Purchaser), with respect to GDS:

     (i) GDS's Property is, and has been, in compliance in all material respects
with, and is not liable under, any Environmental Laws;

                                       14

<page>
     (ii) GDS has  received  no  written  notice  and does  not  otherwise  have
Knowledge  that  there  is  any  suit,  claim,  action,  demand,   executive  or
administrative  order,  directive,  investigation or proceeding  pending and, to
GDS's Knowledge,  no such action is threatened,  before any court,  governmental
agency or other forum  against it or any property  owned,  leased or operated by
GDS (a "Property") (x) for alleged noncompliance  (including by any predecessor)
with, or liability under, any  Environmental Law or (y) relating to the presence
of or release into the environment of any Materials of Environmental Concern (as
defined  herein),  whether or not  occurring  at or on a site  owned,  leased or
operated by it or any Property;

     (iii) GDS has  received no written  notice  that there is any suit,  claim,
action, demand,  executive or administrative order, directive,  investigation or
proceeding pending and, to GDS's Knowledge no such action is threatened,  before
any  court,   governmental  agency  or  other  forum  (x)  relating  to  alleged
noncompliance  (including  by any  predecessor)  with, or liability  under,  any
Environmental  Law or (y)  relating  to the  presence  of or  release  into  the
environment of any Materials of Environmental Concern,  whether or not occurring
at or on a site owned, leased or operated by a Property;

     (iv) The  properties  currently  owned  or  operated  by GDS and,  to GDS's
Knowledge, the Properties (including,  without limitation,  soil, groundwater or
surface  water on, or under  the  properties,  and  buildings  thereon)  are not
contaminated  with and do not otherwise  contain any Materials of  Environmental
Concern;

     (v) There is no suit from any federal, state, local or foreign governmental
entity or any third party  indicating  that it may be in violation of, or liable
under, any Environmental Law;

     (vi) To GDS's knowledge,  there are no underground  storage tanks on, in or
under any  properties  owned or operated by GDS,  and,  to GDS's  Knowledge,  no
underground  storage tanks have been closed or removed from any properties owned
or operated by GDS; and

     (vii)  During the period of (s) GDS's  ownership or operation of any of its
current properties or (t) GDS's participation in the management of any Property,
there has been no  contamination  by or release of  Materials  of  Environmental
Concern in, on, under or affecting  such  properties  that could  reasonably  be
expected to result in material liability under the Environmental  Laws. To GDS's
Knowledge, prior to the period of (x) GDS's ownership or operation of any of its
respective  current  properties or (y) GDS's  participation in the management of
any  Property,  there  was  no  contamination  by or  release  of  Materials  of
Environmental  Concern in, on, under or  affecting  such  properties  that could
reasonably be expected to result in material  liability under the  Environmental
Laws.

     (b) To GDS's knowledge,  there is no reasonable basis for any suit,  claim,
action, demand,  executive or administrative order, directive or proceeding of a
type described in Section 3.19(a)(ii) or (iii).

Section 3.20      Related Party Transactions.

     GDS is not a party to any transaction with any affiliate of GDS, other than
transactions with GasSearch Corporation, as previously disclosed.

                                       15
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Section 3.21      Antitakeover Provisions Inapplicable.

     The  transactions  contemplated  by this  Agreement  are not subject to the
requirements  of any  "moratorium,"  "control  share," "fair price,"  "affiliate
transactions," "business combination" or other antitakeover laws and regulations
of any state, applicable to GDS.

Section 3.22      Registration Obligations.

     GDS is not  under any  obligation,  contingent  or  otherwise,  which  will
survive the Closing Date by reason of any agreement to register any  transaction
involving any of its securities under the Securities Act.

Section 3.23      Customers and Suppliers.

     The  Disclosure  Schedule  contains a complete  list of all  customers  who
individually  accounted for more than 2% of GDS's gross revenues for the quarter
ended March 31, 2007. No customer listed on the Disclosure  Schedule has, within
the past 12 months,  cancelled or otherwise terminated,  or, to the Knowledge of
GDS,  made any threat to cancel or  terminate,  its  relationship  with GDS,  or
decreased  materially  its usage of GDS's  services or  products.  Except as set
forth in the Disclosure  Schedule,  no material supplier of GDS has cancelled or
otherwise  terminated  any  contract  with GDS  prior to the  expiration  of the
contract  term,  or, to the  Knowledge of GDS, made any threat to GDS to cancel,
reduce the supply or otherwise  terminate its relationship with GDS. GDS has not
(i)  breached  (so as to provide a benefit to GDS that was not  intended  by the
parties)  any  agreement  with or (ii)  engaged in any  fraudulent  conduct with
respect to, any customer or supplier of GDS.

Section 3.24      Inventory.

     All inventory of GDS consists of a quality and quantity usable and saleable
in the  ordinary  course of  business,  except for  obsolete  items and items of
below-standard  quality,  all of which have been  written-off or written-down to
net realizable  value pursuant to GDS's policies and the best estimates of GDS's
management in accordance with GAAP. All  inventories  not written-off  have been
priced at the lower of cost or market on a first-in,  first-out basis. The value
of each type of inventory,  whether raw materials,  work-in  process or finished
goods,  are  not  excessive  in the  present  circumstances  of GDS in the  best
estimate of GDS's management in accordance with GAAP.

Section 3.25      Accounts Receivable; Bank Accounts.

     All accounts  receivable of GDS are valid  receivables  properly  reflected
pursuant  to  GDS's  policies  and  practices  and the best  estimates  of GDS's
management,  and are subject to no setoffs or counterclaims  and are current and
collectible  (within 90 days  after the date on which they first  became due and
payable).  Except  as  set  forth  in  the  Disclosure  Schedule,  all  accounts
receivable  reflected in the  financial or  accounting  records of GDS that have
arisen  since  March 31,  2007 are valid  receivables  subject  to no setoffs or
counterclaims and are current and collectible  (within 90 days after the date on
which they first became due and payable). The Disclosure Schedule describes each
account  maintained by or for the benefit of GDS at any bank or other  financial
institution.

Section 3.26      Offers.

     GDS has  suspended or  terminated,  and has the legal right to terminate or
suspend,   all  negotiations   and  discussions  of  any  acquisition,   merger,
consolidation  or sale  of all or  substantially  all of the  assets  or  member
interests of GDS with parties other than Purchaser.

                                       16

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Section 3.27      Warranties.

     No product or service manufactured,  sold, leased, licensed or delivered by
GDS is subject to any guaranty,  warranty,  right of return,  right of credit or
other indemnity  other than (i) the applicable  standard terms and conditions of
sale or lease of GDS,  which are set forth in the  Disclosure  Schedule and (ii)
manufacturers'  warranties  for  which  GDS  has no  liability.  The  Disclosure
Schedule sets forth the  aggregate  expenses  incurred by GDS in fulfilling  its
obligations  under  its  guaranty,  warranty,  right  of  return  and  indemnity
provisions  during the past twenty-four (24) months and GDS does not know of any
reason  why  such  expenses  would  reasonably  be  expected  to  increase  as a
percentage of sales in the future.

Section 3.28      Proxy Statement.

     The  information to be supplied by GDS for inclusion in  Purchaser's  proxy
statement  (such  proxy  statement,  as amended or  supplemented  is referred to
herein as the "Proxy  Statement")  shall not at the time the Proxy  Statement is
filed with the SEC,  contain any untrue  statement of a material fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements  therein not  misleading.  The information to be supplied by
GDS  for  inclusion  in the  proxy  statement  to be  delivered  to  Purchaser's
stockholders  in  connection  with the meeting of  Purchaser's  stockholders  to
consider the approval of this Agreement (the "Purchaser  Stockholders' Meeting")
shall  not,  on the date the Proxy  Statement  is first  mailed  to  Purchaser's
stockholders,  and at the time of the Purchaser  Stockholders' Meeting,  contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in light of the circumstances  under which they are made, not false or
misleading;  or omit to  state  any  material  fact  necessary  to  correct  any
statement  provided  by GDS in any  earlier  communication  with  respect to the
solicitation of proxies for the Purchaser Stockholders' Meeting which has become
false  or  misleading.  If at any  time  prior  to the  Purchaser  Stockholders'
Meeting,  any  event  relating  to GDS or any  of its  affiliates,  officers  or
managers  should be  discovered by GDS which should be set forth in a supplement
to the Proxy Statement, GDS shall promptly inform Purchaser of such event.

Section 3.29      No Misstatements.

     No representation or warranty made by GDS in this Agreement, the Disclosure
Schedule  or any  certificate  delivered  or  deliverable  pursuant to the terms
hereof  contains or will  contain any untrue  statement of a material  fact,  or
omits, or will omit, when taken as a whole, to state a material fact,  necessary
in order to make the statements made, in light of the circumstances  under which
they were made, not misleading;  provided, however, that any representations and
warranties  made by GDS  herein  that  are  qualified  by GDS's  "Knowledge"  or
materiality shall be incorporated into the  representation  and warranty made by
this  sentence of this Section  3.29. To the Knowledge of GDS, GDS has disclosed
to  Purchaser  all material  information  relating to the business of GDS or the
transactions contemplated by this Agreement.

Section 3.30      Investment Intent.

     GasSearch  Corporation and its shareholders  acknowledge that the shares of
Purchaser Common Stock to be delivered by Purchaser under this Agreement are not
registered  under the  Securities  Act or registered or qualified for sale under
any state  securities law and cannot be resold without  registration  under,  or
pursuant to an exemption  from, the  Securities  Act.  GasSearch  Corporation is
acquiring  the  shares  of  Purchaser  Common  Stock  for  its own  account  for
investment and not with a view toward the sale or  distribution of the shares of

                                       17
<Page>

Purchaser  Common  Stock.   GasSearch  Corporation  and  its  shareholders  have
sufficient  knowledge and experience in financial and business matters to enable
it to evaluate the risks of acquiring  the shares of Purchaser  Common Stock and
has the ability to bear the economic risks of such investment.

                                  ARTICLE IV.
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser  represents and warrants to GDS that the statements  contained in
this Article IV are true and correct as of the date of this  Agreement  and will
be true and  correct as of the  Closing  Date (as though made then and as though
the Closing Date were substituted for the date of this Agreement throughout this
Article IV).

Section 4.01      Organization.

         Purchaser is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. Purchaser has all requisite
corporate power and authority to own, lease and operate its properties and carry
on its business as now conducted and is duly licensed or qualified to do
business in the states of the United States and foreign jurisdictions where its
ownership or leasing of property or the conduct of its business requires such
qualification.

Section 4.02      Authority; No Violation.

     (a) Purchaser has full corporate power and authority to execute and deliver
this  Agreement  and,  subject to (i)  receipt of any  required  regulatory  and
stockholder approvals and (ii) stockholders of Purchaser owning less than 20% of
the Purchaser  securities sold in the Purchaser's initial public offering voting
against the Agreement and exercising their conversion rights as set forth in the
Purchaser's  Certificate  of  Incorporation,   to  consummate  the  transactions
contemplated  hereby.  The execution and delivery of this Agreement by Purchaser
and the completion by Purchaser of the transactions  contemplated  hereby,  have
been duly and validly  approved by the Board of Directors of  Purchaser,  and no
other  corporate  proceedings on the part of Purchaser are necessary to complete
the transactions  contemplated  hereby. This Agreement has been duly and validly
executed  and  delivered  by  Purchaser,  and  subject  to  the  receipt  of the
regulatory approvals, constitutes the valid and binding obligation of Purchaser,
enforceable  against  Purchaser  in  accordance  with  its  terms,   subject  to
applicable  bankruptcy,  insolvency and similar laws affecting creditors' rights
generally, and subject, as to enforceability, to general principles of equity.

     (b) The execution and delivery of this  Agreement by Purchaser,  subject to
receipt  of  any  required  approvals,  and  compliance  by  GDS  and  GasSearch
Corporation and Purchaser with any conditions  contained therein and stockholder
approvals,  the  consummation  of  the  transactions   contemplated  hereby  and
compliance by Purchaser with any of the terms or provisions  hereof will not (i)
conflict  with or result  in a breach or  violation  of,  or  default  under and
provision of the  certificate  of  incorporation  or bylaws of Purchaser or (ii)
violate any statute, code, ordinance,  rule, regulation,  judgment, order, writ,
decree, governmental permit or license or injunction applicable to Purchaser.

Section 4.03      Consents.

     Except for any  regulatory  approvals and  compliance  with any  conditions
contained therein,  the filing of the Proxy Statement with the SEC, the approval
of this  Agreement by the requisite  vote of  Purchaser's  stockholders  and the
satisfaction  of  Purchaser's  obligations  as  a  special  purpose  acquisition
corporation,  no consents,  waivers or approvals of, or filings or registrations
with, any Governmental Entity are necessary, and, to the Knowledge of Purchaser,

                                       18
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no consents,  waivers or approvals  of, or filings or  registrations  with,  any
other third  parties are  necessary,  in  connection  with (a) the execution and
delivery of this  Agreement by Purchaser and the  completion by Purchaser of the
transactions contemplated by this Agreement.  Purchaser has no reason to believe
that (i) any required  consents or approvals will not be received,  or that (ii)
any public body or  authority,  the consent or approval of which is not required
or to which a filing  is not  required,  will  object to the  completion  of the
transactions contemplated by this Agreement.

Section 4.04      Access to Funds.

     Purchaser  has,  or on the  Closing  Date  will  have,  access to all funds
necessary to consummate the Acquisition and pay the aggregate Consideration.

Section 4.05      Legal Proceedings.

     Purchaser  is not a party to any  action,  suit or  proceeding  that  would
materially   adversely  affect  the  ability  of  Purchaser  to  consummate  the
transactions contemplated by this Agreement.

Section 4.06      Board Approval.

     Subject  to  certain  conditions   contained  in  Section  8.01  and  8.02,
including,  but not limited to  receiving a third party  fairness  opinion  (the
"Opinion"),  the  Board  of  Directors  of  Purchaser  (including  any  required
committee  or subgroup of the Board of Directors  of  Purchaser)  has, as of the
date of  this  Agreement,  unanimously  (i)  declared  the  advisability  of the
Acquisition  and  approved  this  Agreement  and the  transactions  contemplated
hereby,  (ii)  determined  that the  Acquisition is in the best interests of the
stockholders  of  Purchaser  and (iii)  necessary  to effect  the intent of this
Agreement.

Section 4.07      Proxy Statement.

     The  information  to be supplied by  Purchaser  for  inclusion in the Proxy
Statement  shall not at the time the Proxy  Statement  is filed with SEC contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein  not  misleading.  The  information  to be  supplied  by  Purchaser  for
inclusion in the Proxy Statement to be delivered to Purchaser's  stockholders in
connection with the Purchaser  Stockholders'  Meeting shall not, on the date the
Proxy Statement is first mailed to Purchaser's stockholders,  and at the time of
Purchaser Stockholders' Meeting, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements  therein, in light of the circumstances under which
they are made,  not false or  misleading;  or omit to state  any  material  fact
necessary  to  correct  any  statement  provided  by  Purchaser  in any  earlier
communication  with  respect to the  solicitation  of proxies for the  Purchaser
Stockholders' Meeting which has become false or misleading. If at any time prior
to the  Stockholder's  Meeting,  any event  relating to  Purchaser or any of its
affiliates,  officers or managers should be discovered by Purchaser which should
be set forth in a supplement to the Proxy  Statements,  Purchaser shall promptly
inform GDS of such event.

Section 4.08      Offers.

     GDS acknowledges  that Purchaser is permitted to receive general  inquiries
from third parties concerning  potential  transactions that would be in addition
to,  the   transaction   contemplated   by  this   Agreement   (an   "Additional
Transaction"), and to enter into an acquisition or stock purchase agreement with
respect to one or more Additional Transactions.

                                       19

<Page>
                                   ARTICLE V.

                           CONDUCT PENDING ACQUISITION

Section 5.01      Conduct of Business Prior to the Closing Date.

     Except as expressly  provided in this  Agreement or with the prior  written
consent of Purchaser,  during the period from the date of this  Agreement to the
Closing  Date,  GDS shall:  (i) conduct its  business in the  ordinary and usual
course  consistent  with past  practices;  (ii) maintain and preserve intact its
business   organization,    properties,   leases   and   advantageous   business
relationships  and retain the services of its officers and key employees;  (iii)
take no action  which  would  adversely  affect or delay the  ability of GDS and
GasSearch  Corporation  to each perform its covenants and agreements on a timely
basis under this Agreement;  (iv) take no action which would adversely affect or
delay the  ability of parties to obtain any  necessary  approvals,  consents  or
waivers  required  for the  transactions  contemplated  hereby  or  which  would
reasonably  be  expected  to result in any such  approvals,  consents or waivers
containing any material  condition or  restriction;  and (v) take no action that
results in or is reasonably likely to have a Material Adverse Effect on GDS.

Section 5.02      Forbearances of GDS.

     Without  limiting the covenants set forth in Section 5.01 hereof,  from the
date  hereof  until the  Closing  Date,  except  as  expressly  contemplated  or
permitted by this  Agreement,  without the prior  written  consent of Purchaser,
which consent shall not be unreasonably withheld, GDS will not:

     (a) change or waive any  provision  of its  certificate  of  incorporation,
charter or bylaws or any similar governing documents;

     (b) change the number of authorized or issued shares of its capital  stock,
issue any shares of GDS Stock that are held as Treasury  Stock as of the date of
this  Agreement,  or issue or grant  any  right or  agreement  of any  character
relating to its authorized or issued capital stock or any securities convertible
into shares of such stock,  or split,  combine or  reclassify  any shares of its
capital stock, or declare,  set aside or pay any dividend or other  distribution
in respect of its capital stock;

     (c) enter into,  amend in any material respect or terminate any contract or
agreement (including without limitation any settlement agreement with respect to
litigation) involving a payment by GDS of $100,000 or more;

     (d) enter into any new line of business or introduce any new products;

     (e)  grant or agree to pay any  bonus,  severance  or  termination  payment
(including,  but not limited to discretionary  severance pay) to, or enter into,
renew or amend any employment agreement, severance agreement and/or supplemental
executive  agreement with, or increase in any manner the  compensation or fringe
benefits of, any of its directors, officers or employees;

     (f) enter into or, except as may be required by law,  materially modify any
pension,  retirement,  stock option,  stock purchase,  stock appreciation right,
stock grant, profit sharing,  deferred  compensation,  supplemental  retirement,
consulting,  bonus,  group  insurance or other  employee  benefit,  incentive or
welfare contract,  plan or arrangement,  or any trust agreement related thereto,
in  respect  of any  of its  directors,  officers  or  employees;  or  make  any
contributions  to any defined  contribution  or defined  benefit plan not in the
ordinary course of business consistent with past practice;

                                       20
<Page>

     (g) merge or consolidate GDS with any other corporation;  sell or lease all
or any  substantial  portion  of  the  assets  or  business  of  GDS;  make  any
acquisition of all or any  substantial  portion of the business or assets of any
other;

     (h)  sell or  otherwise  dispose  of the  capital  stock  of GDS or sell or
otherwise  dispose  of any asset of GDS  other  than in the  ordinary  course of
business consistent with past practice;

     (i)  incur  any   indebtedness   for  borrowed   money  (or  guarantee  any
indebtedness  for  borrowed  money)  or  subject  any  asset of GDS to any lien,
pledge, security interest or other encumbrance, other than indebtedness incurred
as set forth in Disclosure Schedule 5.02(i).;

     (j) take any action  which would result in any of the  representations  and
warranties of GDS or GasSearch  Corporation set forth in this Agreement becoming
untrue as of any date  after the date  hereof  or in any of the  conditions  set
forth in Article VIII hereof not being satisfied,  except in each case as may be
required by applicable law;

     (k) waive,  release,  grant or  transfer  any  material  rights of value or
modify or change in any material respect any existing  agreement or indebtedness
to  which  GDS is a  party,  other  than in the  ordinary  course  of  business,
consistent with past practice;

     (l) enter  into,  renew,  extend or modify any other  transaction  with any
Affiliate;

     (m) except for the execution of this Agreement,  and actions taken or which
will be taken in accordance with this Agreement and performance thereunder, take
any action  that would give rise to a right of payment to any  individual  under
any employment agreement;

     (n) make any capital  expenditures  in excess of $100,000  individually  or
$250,000 in the aggregate,  other than pursuant to binding commitments  existing
on the date hereof which are set forth in the  Disclosure  Letter and other than
expenditures necessary to maintain existing assets in good repair;

     (o) purchase or  otherwise  acquire,  or sell or otherwise  dispose of, any
assets or incur any  liabilities  other than in the ordinary  course of business
consistent with past practices and policies;

     (p) undertake or, enter into any lease,  contract or other  commitment  for
its  account,  involving  a payment  by GDS of more than  $25,000  annually,  or
containing  any financial  commitment  extending  beyond 12 months from the date
hereof other than in the ordinary course of business;

     (q) pay,  discharge,  settle or compromise any claim,  action,  litigation,
arbitration or proceeding; other than any such payment, discharge, settlement or
compromise in the ordinary course of business consistent with past practice that
involves   solely  money  damages  in  the  amount  not  in  excess  of  $50,000
individually or $100,000 in the aggregate;

     (r) other than in the  ordinary  course of  business  consistent  with past
practice and pursuant to policies currently in effect, sell, transfer, mortgage,
encumber  or  otherwise  dispose of any of its  material  properties,  leases or
assets to any  individual,  corporation  or other  entity or cancel,  release or
assign any  indebtedness  of any such  person,  except  pursuant to contracts or
agreements in force at the date of this Agreement and which are set forth in the
Disclosure Letter; provided, however, that no sales may be made with recourse;

     (s) fail to maintain all its  properties in repair,  order and condition no
worse than on the date of this Agreement other than as a result of ordinary wear
and tear;

                                       21
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     (t)  revoke  GDS's  election  to be taxed as an S  Corporation  within  the
meaning  of Code  Sections  1361 and 1362 or take or allow any  action  that may
result in the  termination  of GDS's status as a validly  electing S Corporation
within the meaning of Code Sections 1361 and 1362;

     (u) make or change any  election  in respect of Taxes,  adopt or change any
accounting  method in respect  of Taxes or  otherwise,  enter  into any  closing
agreement, settle any claim or assessment in respect of Taxes, or consent to any
extension  or  waiver  of the  limitation  period  applicable  to any  claim  or
assessment in respect of Taxes,  except as required by law, rule,  regulation or
GAAP; or

     (v) make any withdrawals from retained earnings  (including the Accumulated
Adjustments  Account),  other than for the payment of estimated taxes attributed
to the  income of GDS to be  reported  on the  individual  income  tax return of
GasSearch Corporation or its shareholders; or

     (w) agree to do any of the foregoing.

Section 5.03      Maintenance of Insurance.

     GDS shall  maintain  insurance in such amounts as are  reasonable  to cover
such risks as are  customary  in relation to the  character  and location of its
properties, and the nature of its business.

Section 5.04      All Reasonable Efforts.

     Subject to the terms and conditions herein provided, GDS agrees to use, all
commercially reasonable efforts to take, or cause to be taken, all action and to
do,  or cause to be done,  all  things  necessary,  proper  or  advisable  under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions contemplated by this Agreement.

                                  ARTICLE VI.

                                    COVENANTS

Section 6.01      Current Information.

     (a) During the period from the date of this  Agreement to the Closing Date,
GDS will cause one or more of its representatives to confer with representatives
of Purchaser  and report the general  status of its ongoing  operations  at such
times as Purchaser may reasonably request. GDS will promptly notify Purchaser of
any material  change in the normal course of its business or in the operation of
its  properties  and,  to  the  extent  permitted  by  applicable  law,  of  any
governmental   complaints,   investigations   or  hearings  (or   communications
indicating that the same may be  contemplated),  or the institution or the known
threat of material litigation involving GDS.

     (b) GDS shall promptly inform Purchaser upon receiving notice of any legal,
administrative,  arbitration or other proceedings,  demands,  notices, audits or
investigations  (by any  federal,  state or local  commission,  agency or board)
relating to the alleged liability of GDS under any labor or employment law.

Section 6.02      Access to Properties and Records.

     GDS shall permit Purchaser  reasonable access upon reasonable notice to its
properties,  and shall  disclose and make  available to Purchaser  during normal
business  hours all of its books,  papers and  records  relating  to the assets,
properties, operations, obligations and liabilities,  including, but not limited
to, all books of account  (including the general  ledger),  tax records,  minute
books of  directors'  (other than minutes  that discuss any of the  transactions

                                       22
<Page>

contemplated  by this  Agreement  or any other  subject  matter  GDS  reasonably
determines  should be  treated  as  confidential)  and  stockholders'  meetings,
organizational  documents,  Bylaws,  material contracts and agreements,  filings
with any regulatory authority,  litigation files, plans affecting employees, and
any  other  business  activities  or  prospects  in which  Purchaser  may have a
reasonable interest. GDS shall provide and shall request its auditors to provide
Purchaser with such historical financial  information  regarding it (and related
audit reports,  consents and work papers) as Purchaser may  reasonably  request.
Purchaser shall use commercially reasonable efforts to minimize any interference
with GDS's regular business operations during any such access to GDS's property,
books and records. GDS shall permit Purchaser,  at Purchaser's expense, to cause
a "phase I  environmental  audit"  and a "phase  II  environmental  audit" to be
performed at any physical location owned or occupied by GDS.

Section 6.03      Financial and Other Statements.

     (a) Promptly upon preparation thereof, GDS will furnish to Purchaser copies
of all internal monthly financial statements.

     (b)  With  reasonable   promptness  GDS  will  furnish  to  Purchaser  such
additional  financial  data that GDS possesses  and as Purchaser may  reasonably
request.

Section 6.04      Disclosure Letter Supplements.

     From time to time prior to the Closing Date,  GDS will promptly  supplement
or amend the Disclosure Letter delivered in connection  herewith with respect to
any matter hereafter arising which, if existing,  occurring or known at the date
of this Agreement, would have been required to be set forth or described in such
Disclosure  Letter or which is  necessary  to correct  any  information  in such
Disclosure Letter which has been rendered materially inaccurate thereby.

Section 6.05      Consents and Approvals of Third Parties.

     In addition to the  Obligations of Article VI hereunder,  GDS shall use all
commercially  reasonable  efforts to obtain as soon as practicable  all consents
and approvals of any other persons  necessary or desirable for the  consummation
of the transactions contemplated by this Agreement.

Section 6.06      Failure to Fulfill Conditions.

     In the event that GDS or GasSearch Corporation  determines that a condition
to their  obligations  to complete the sale of GDS Stock cannot be fulfilled and
that it will not waive that condition, it will promptly notify Purchaser.

Section 6.07      Employee Benefits.

     Purchaser  intends  to  continue  to employ all  employees  of GDS at their
current  compensation and with their current benefits for a period of at least a
year from Closing Date.

Section 6.08      Debt.

     Purchaser  agrees  that it will pay the  following:  It will pay to GDS the
amount  necessary to pay off its  indebtedness  at the time of Closing.  It will
then have available the  difference  between that amount and $17.5 million which
GDS will then use for additional capital purchases as necessary in the course of
its business.

                                       23

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Section 6.09      Tax Periods Ending On or Before the Closing Date.

     (a)  Purchaser and GasSearch  Corporation  will agree upon the  methodology
prior  to  closing,   to  be  employed  to  determine  the   allocation  of  the
Consideration  among the  assets of GDS for  purposes  of  preparing  a properly
completed  form 8594 and any  comparable  form required under state or local law
and such  methodology will be reflected in a "Allocation  Statement".  Purchaser
and GasSearch  Corporation  will report the tax consequences of the transactions
contemplated  by this Agreement in a manner  consistent with such allocation and
will not take any position inconsistent therewith.

     (b) GasSearch  Corporation will prepare or cause to be prepared and file or
cause to be filed any required tax returns for all periods ending on or prior to
the Closing Date which are filed after the Closing Date.  GasSearch  Corporation
will permit Purchaser to review and comment on each such tax return described in
the preceding sentence prior to filing.

Section 6.10      Cooperation on Tax Matters.

     (a)  The  parties  hereto  will  cooperate  fully,  as and  to  the  extent
reasonably  requested  by any other party in  connection  with the filing of tax
returns  pursuant to this Section and any audit,  litigation or other proceeding
with respect to all taxes. Such cooperation will include the retention and (upon
any other party's  request) the provision of records and  information  which are
reasonably relevant to any such audit, litigation or other proceeding and making
employees  available  on a  mutually  convenient  basis  to  provide  additional
information  and  explanation  of  any  material  provided  hereunder.  GDS  and
GasSearch  Corporation agree (i) to retain all books and records with respect to
tax matters pertinent to GDS relating to any taxable period beginning before the
Closing Date until the  expiration  of the statute of  limitations  (and, to the
extent notified by GDS or GasSearch Corporation,  any extensions thereof) of the
respective  taxable  periods,  and to abide by all record  retention  agreements
entered into with any regulatory  authority,  and (ii) to give the other parties
reasonable  written notice prior to  transferring,  destroying or discarding any
such books and records  and, if any such person so  requests,  GDS or  GasSearch
Corporation,  as the case may be, will allow such person to take  possession  of
such books and records.

     (b) Purchaser and GasSearch Corporation further agree, upon request, to use
their  best  efforts  to  obtain  any  certificate  or other  document  from any
regulatory authority or any other person as may be necessary to mitigate, reduce
or eliminate any tax that could be imposed (including,  but not limited to, with
respect to the transactions contemplated hereby).

     (c) Purchaser and GasSearch  Corporation  further agree,  upon request,  to
provide the other party with all information that such person may be required to
report  pursuant  to  Section  6043  of the  Code  and all  Treasury  Department
Regulations promulgated thereunder.

Section 6.11      Employment of Denny Harton; Appointment to Board of Directors.

     Purchaser  agrees  to use its  best  efforts  to enter  into an  employment
contract  with Denny Harton  effective at the Closing  Date, in which Mr. Harton
shall be an Executive Vice President of Purchaser.  Purchaser  shall cause Denny
Harton to be appointed  to its Board of Directors  effective at the Closing Date
or as soon thereafter as is practicable.

                                       24

<page>
                                  ARTICLE VII.

                          REGULATORY AND OTHER MATTERS

Section 7.01      Meeting of Stockholders.

     (a) GDS shall  take all steps  necessary  to duly  call,  give  notice  of,
convene and hold a meeting of its  shareholders  for the purpose of  considering
and voting on approval of this  Agreement,  and for such other,  purposes as may
be,  in  GDS's  reasonable   judgment,   necessary  or  desirable  (the  "Seller
Stockholder's  Meeting").  In lieu of holding a Seller Stockholder's Meeting, if
permitted by GDS's Certificate of  Incorporation,  Bylaws and the WVBCA, GDS may
obtain stockholder approval by means of a consent solicitation.

     (b)  Purchaser  shall,  once  it has  completed  the  negotiation  of  such
acquisition(s) as it deems in its best interests and required in order to have a
business  combination  or  combinations  in which the fair  market  value of the
business or businesses  acquired  simultaneously is equal to at least 80% of the
Purchaser's net assets (excluding any deferred compensation held by Ferris Baker
Watts,  Incorporated),  prepare the Proxy Statement as described in Section 7.02
below.

Section 7.02      Proxy Statement.

     As soon as practicable after entering into the acquisitions  referred to in
Section 7.01(b),  Purchaser shall prepare a Proxy Statement,  for the purpose of
taking such  stockholder  action on the Acquisition,  this Agreement,  any other
acquisition(s)  it has entered  into,  and any revisions to its  Certificate  of
Incorporation  contemplated by Purchaser, and file such Proxy Statement with the
SEC in  preliminary  form,  respond  to  comments  of the  staff  of the SEC and
promptly mail the Proxy Statement to the holders of record (as of the applicable
record date) of shares of voting stock of Purchaser.

Section 7.03      Regulatory Approvals.

     Each of GDS  and  Purchaser  will  cooperate  with  the  other  and use all
reasonable  efforts to promptly prepare and file any necessary  documentation to
obtain any necessary regulatory  approvals.  GDS and Purchaser will furnish each
other and each  other's  counsel  with all  information  concerning  themselves,
directors,  officers and stockholders and such other matters as may be necessary
or advisable in connection  with any  application,  petition or other  statement
made by or on behalf of GDS or Purchaser to any regulatory or governmental  body
in connection with the Acquisition  and the other  transactions  contemplated by
this  Agreement.  Each  party  acknowledges  that  time  is of  the  essence  in
connection  with the  preparation  and filing of the  documentation  referred to
above.  GDS  shall  have  the  right  to  review  and  approve  in  advance  all
characterizations of the information relating to GDS which appears in any filing
made in connection with the transactions contemplated by this Agreement with any
governmental  body.  In addition,  GDS and  Purchaser  shall each furnish to the
other  a copy  of  each  publicly  available  portion  of  such  filing  made in
connection  with  the  transactions  contemplated  by this  Agreement  with  any
governmental body promptly after its filing.

                                       25
<Page>

                                 ARTICLE VIII.

                               CLOSING CONDITIONS

Section 8.01      Conditions to Each Party's Obligations under this Agreement.

     The  respective  obligations  of each party under this  Agreement  shall be
subject to the  fulfillment  at or prior to the  Closing  Date of the  following
conditions, none of which may be waived:

     (a)  Stockholder  Approval.  (i)  Purchaser  shall enter into an Additional
Transaction to ensure that Purchaser's  initial  combinations  have an aggregate
fair market value of at least 80% of Purchaser's net assets (excluding  deferred
compensation or Ferris Baker Watts,  incorporated);  (ii) this Agreement and the
transactions  contemplated hereby, which shall include approval of an Additional
Transaction to ensure that  Purchaser's  initial  business  combination  have an
aggregate fair market value of at least 80% of Purchaser's net assets (excluding
deferred compensation of Ferris Baker Watts,  Incorporated) each shall have been
approved by the  requisite  vote of the  stockholders  of  Purchaser  and GDS in
accordance with applicable law and regulations.

     (b) Injunctions.  None of the parties hereto shall be subject to any order,
decree or  injunction  of a court or agency of  competent  jurisdiction,  and no
statute,  rule or  regulation  shall have been  enacted,  entered,  promulgated,
interpreted,  applied  or  enforced  by any  Governmental  Entity or  regulatory
agency,   that  enjoins  or  prohibits  the  consummation  of  the  transactions
contemplated by this Agreement.

     (c) Regulatory  Approvals.  All required  regulatory  approvals,  consents,
permits and  authorizations  shall have been  obtained  and shall remain in full
force and effect and all waiting  periods  relating  thereto shall have expired;
and no such regulatory approval shall include any condition or requirement, that
would,  in the judgment of the Board of Directors of Purchaser,  have a Material
Adverse Effect on (x) GDS or (y) Purchaser.

     (d) Simultaneous  Closing.  GDS and GasSearch  Corporation  acknowledge and
agree that the closing of the Acquisition  must be simultaneous  with such other
acquisition(s) that, in the aggregate,  have a fair market value of at least 80%
of  Purchaser's  net assets  (excluding  deferred  compensation  of Ferris Baker
Watts, Incorporated).

Section 8.02    Conditions to the Obligations of Purchaser under this Agreement.

     The  obligations of Purchaser under this Agreement shall be further subject
to the satisfaction of the conditions set forth in this Section 8.02 at or prior
to the Closing Date:

     (a)  Representations  and  Warranties.  Each  of  the  representations  and
warranties of GDS and GasSearch Corporation set forth in this Agreement that are
qualified as to  materiality  shall be true and correct in all respects and each
representation or warranty that is not so qualified shall be true and correct in
all material  respects,  in each case, as of the date of this Agreement and upon
the  Closing  Date with the same effect as though all such  representations  and
warranties  had  been  made at the  Closing  Date  (except  to the  extent  such
representations  and  warranties  speak as of an earlier  date),  and GDS and by
GasSearch  Corporation  shall have  delivered to Purchaser a certificate to such
effect signed by the Chief Executive  Officer and the Chief Financial Officer of
GDS as of the Closing Date.

     (b) Agreements and Covenants.  Each of GDS and GasSearch  Corporation shall
have  performed in all material  respects  all  obligations  and complied in all
material  respects with all  agreements or covenants to be performed or complied
with by it at or prior to the Closing Date, and Purchaser  shall have received a

                                       26
<Page>

certificate  signed on behalf of each of GDS and  GasSearch  Corporation  by the
Chief Executive  Officer and Chief Financial Officer of GDS to such effect dated
as of the Closing Date.

     (c)  Good  Standing.  Purchaser  shall  have  received  certificates  (such
certificates  to be dated as of a day as close  as  practicable  to the  Closing
Date)  from  appropriate  authorities  as to  the  good  standing  or  corporate
existence, as applicable, of GDS.

     (d) Third Party  Consents.  GDS shall have obtained the consent or approval
of each person whose consent or approval  shall be required in  connection  with
the transactions  contemplated hereby under any loan or credit agreement,  note,
mortgage,  indenture,  lease,  license or other agreement or instrument to which
GDS is a party or is otherwise bound.

     (e) Other Documents.  GDS will furnish  Purchaser with such certificates of
its officers or others and such other  documents to evidence  fulfillment of the
conditions set forth in this Section 8.02 or as are customary for transaction of
the type provided for herein as Purchaser may reasonably request.

     (f)  Objecting/Converting  Stockholders.  Stockholders of Purchaser holding
20% or more of the  shares  sold in its  initial  public  offering  do not  vote
against the Acquisition or any Additional  Transaction and do not exercise their
conversion rights as set forth in the Purchaser's Certificate of Incorporation.

     (g)  Dissenting  Shareholders.   Neither  of  the  GasSearch  Corporation's
shareholders shall exercise any dissenter's right of appraisal.

     (h) Fairness Opinion.  Purchaser shall have received an opinion from a firm
specializing  in the evaluation of businesses to the effect that the fair market
value of the GDS plus any  Additional  Transaction  entered into by Purchaser is
equal  to at  least  80% of  Purchaser's  net  assets  (excluding  any  deferred
compensation held by Ferris Baker Watts, Incorporated).

     (i) Delivery of Shares.  GasSearch  Corporation  shall deliver to Purchaser
the stock  certificates  representing  all  outstanding  GDS Stock  endorsed  to
Purchaser.

Section 8.03      Conditions to the Obligations of GDS and GasSearch Corporation
                  under this Agreement.

     The obligations of GDS and GasSearch Corporation under this Agreement shall
be further  subject to the  satisfaction of the conditions set forth in Sections
8.03 at or prior to the Closing Date:

     (a)  Representations  and  Warranties.  Each  of  the  representations  and
warranties  of Purchaser  set forth in this  Agreement  that are qualified as to
materiality shall be true and correct in all respects and each representation or
warranty  that is not so  qualified  shall be true and  correct in all  material
respects,  in each case,  as of the date of this  Agreement and upon the Closing
Date with the same effect as though all such  representations and warranties had
been made at the Closing  Date  (except to the extent such  representations  and
warranties  speak as of an earlier date),  and Purchaser shall have delivered to
GDS a certificate to such effect signed by the Chief  Executive  Officer and the
Chief Financial Officer of Purchaser as of the Closing Date.

     (b)  Agreements  and  Covenants.  Purchaser  shall  have  performed  in all
material respects all obligations and complied in all material respects with all
agreements  or covenants  to be performed or complied  with by it at or prior to

                                       27

<Page>
the Closing Date, and GDS shall have received a certificate  signed on behalf of
Purchaser  by the  Chief  Executive  Officer  and  Chief  Financial  Officer  of
Purchaser to such effect dated as of the Closing Date.

     (c)  Payment  of   Consideration.   Purchaser   shall  have  delivered  the
Consideration to the Paying Agent on or before the Closing Date.

     (d) Other Documents.  Purchaser will furnish GDS with such  certificates of
their officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Section 8.03 or as are customary for transaction of
the type provided for herein as GDS may reasonably request.

                                   ARTICLE IX.

                                   THE CLOSING

Section 9.01      Time and Place.

     Subject to the provisions of Articles IX and XI hereof,  the Closing of the
transactions  contemplated hereby shall take place at the offices of Luse Gorman
Pomerenk & Schick,  P.C., 5335 Wisconsin Avenue, NW, Suite 400,  Washington,  DC
20015,  at 10:00 a.m.,  or at such other place or time upon which  Purchaser and
GasSearch   Corporation  mutually  agree.  A  pre-closing  of  the  transactions
contemplated hereby (the "Pre-Closing")  shall take place at the offices of Luse
Gorman  Pomerenk  &  Schick,   P.C.,  5335  Wisconsin  Avenue,  NW,  Suite  400,
Washington, DC 20015, at 10:00 a.m. on the day prior to the Closing Date.

Section 9.02      Deliveries at the Pre-Closing and the Closing.

     At the  Pre-Closing  there shall be delivered to  Purchaser  and  GasSearch
Corporation the certificates, and other documents and instruments required to be
delivered at the Closing  under  Article IX hereof.  At or prior to the Closing,
Purchaser  shall deliver the  Consideration  as set forth under Section  8.03(c)
hereof.

                                   ARTICLE X.

                        TERMINATION, AMENDMENT AND WAIVER

Section 10.01      Termination.

     This Agreement may be terminated at any time prior to the Closing Date:

     (a) At any time by the mutual  written  agreement  of  Purchaser on the one
hand and GDS and GasSearch Corporation on the other hand;

     (b) By either party  (provided,  that the terminating  party is not then in
breach of any  representation,  warranty,  covenant or other agreement contained
herein)  if there  shall  have  been a breach of any of the  representations  or
warranties  set forth in this  Agreement on the part of the other  party,  which
breach by its nature cannot be cured prior to the Termination  Date or shall not
have  been  cured  within 30 days  after  written  notice of such  breach by the
terminating party to the other party;

     (c) By either party  (provided,  that the terminating  party is not then in
breach of any  representation  or  warranty  or breach of any  covenant or other
agreement  contained  herein)  if there  shall have been a failure to perform or

                                       28

<Page>

comply in any  material  respect  with any of the  covenants  or  agreements  or
conditions to the parties' obligations have not been satisfied, all as set forth
in this  Agreement on the part of the other party,  which  failure by its nature
cannot be cured  prior to the  Termination  Date or shall  not have  been  cured
within 30 days after written notice of such failure by the terminating  party to
the other party;

     (d) At the election of either party, if the Closing shall not have occurred
by the  Termination  Date,  or such later  date as shall have been  agreed to in
writing by Purchaser on the one hand and GDS and  GasSearch  Corporation  on the
other hand;  provided,  that no party may terminate this  Agreement  pursuant to
this  Section  10.01(d)  if the  failure of the  Closing to have  occurred on or
before said date was due to such party's willful breach of any representation or
warranty or material breach of any covenant or other agreement contained in this
Agreement;

     (e) By either  party if (i) final  action has been taken by any  regulatory
agency whose  approval is required in  connection  with this  Agreement  and the
transactions contemplated hereby, which final action (x) has become unappealable
and (y) does not approve this Agreement or the transactions contemplated hereby,
(ii) any  regulatory  agency  whose  approval  or  nonobjection  is  required in
connection  with this  Agreement and the  transactions  contemplated  hereby has
stated that it will not issue the required  approval or  nonobjection,  or (iii)
any court of competent  jurisdiction or other governmental  authority shall have
issued an order, decree, ruling or taken any other action restraining, enjoining
or otherwise prohibiting the Acquisition and such order, decree, ruling or other
action shall have become final and unappealable; and

     (f) By either party,  if Stockholder  Approval shall have not been obtained
for each of the GDS acquisition and the Additional  Transaction at the Purchaser
Stockholders   Meeting  duly  convened   therefor  or  at  any   adjournment  or
postponement thereof;

     (g)  By  either  party,  if  Stockholder   Approval  of  the   transactions
contemplated by this Agreement as well as an Additional Transaction that ensures
that  Purchaser's  initial business  combinations  have an aggregate fair market
value of at least 80% of Purchaser's net assets (excluding deferred compensation
of  Ferris  Baker  Watts,   Inc.)  has  not  been   obtained  at  the  Purchaser
Stockholders'   Meeting  duly  convened  therefore  or  at  any  adjournment  or
postponement thereof.

Section 10.02     Effect of Termination.

     (a) In the event of termination of this Agreement pursuant to any provision
of Section 10.01, this Agreement shall forthwith become void and have no further
force,  except that (i) the provisions of Sections 10.02,  11.01,  11.06, 11.09,
11.10,  and any other Section which, by its terms,  relates to  post-termination
rights or  obligations,  shall survive such  termination  of this  Agreement and
remain in full force and effect.

     (b) If this  Agreement is  terminated,  expenses and damages of the parties
hereto shall be determined as follows:

     (i)  Except  as  provided  below,  whether  or not the sale of GDS Stock is
completed, all costs and expenses incurred in connection with this Agreement and
the  transactions  contemplated  by this  Agreement  shall be paid by the  party
incurring such expenses.

     (ii) In the event of a termination of this  Agreement  because of a willful
breach of any representation,  warranty, covenant or agreement contained in this
Agreement,  the breaching  party shall be liable for any and all damages,  costs
and expenses, including all reasonable attorneys' fees, sustained or incurred by

                                       29
<page>

the non-breaching  party as a result thereof or in connection  therewith or with
respect to the enforcement of its rights hereunder.

Section 10.03     Amendment, Extension and Waiver.

     Subject to  applicable  law,  at any time prior to the  Closing  Date,  the
parties hereto by action of their respective Boards of Directors,  may (a) amend
this  Agreement,  (b)  extend  the  time  for  the  performance  of  any  of the
obligations or other acts of any other party hereto,  (c) waive any inaccuracies
in the  representations  and  warranties  contained  herein  or in any  document
delivered pursuant hereto, or (d) waive compliance with any of the agreements or
conditions  contained  herein.  This  Agreement may not be amended  except by an
instrument  in  writing  signed  on behalf of each of the  parties  hereto.  Any
agreement  on the part of a party  hereto to any  extension  or waiver  shall be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party,  but such  waiver or  failure  to insist on strict  compliance  with such
obligation,  covenant,  agreement or condition shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.

                                  ARTICLE XI.

                                  MISCELLANEOUS

Section 11.01     Public Announcements.

     GasSearch  Corporation and Purchaser shall cooperate in the development and
distribution of all news releases and other public  disclosures  with respect to
this  Agreement,  and  except  as may be  otherwise  required  by  law,  neither
GasSearch  Corporation  nor  Purchaser  shall issue any news  release,  or other
public  announcement or communication with respect to this Agreement unless such
news release or other public  announcement  or  communication  has been mutually
agreed upon by the parties hereto.

Section 11.02     Survival.

     All  representations,  warranties and covenants in this Agreement or in any
instrument  delivered  pursuant  hereto  shall  expire  and  be  terminated  and
extinguished  at the Closing Date,  except for those  covenants  and  agreements
contained  herein  which by their  terms  apply  in whole or in part  after  the
Closing Date.

Section 11.03     Notices.

     All notices or other communications hereunder shall be in writing and shall
be deemed given if delivered  by  receipted  hand  delivery or mailed by prepaid
registered  or  certified  mail  (return  receipt  requested)  or by  recognized
overnight courier addressed as follows:

       If to Purchaser, to:              Marshall T. Reynolds
                                         Chairman of the Board and
                                         Chief Executive Officer
                                         Energy Services Acquisition Corp.
                                         2450 First Avenue
                                         Huntington, West Virginia  25703

       With required copies to:          Alan Schick, Esq.
                                         Luse Gorman Pomerenk & Schick, P.C.
                                         5335 Wisconsin Avenue, NW, Suite 400
                                         Washington, DC  20015
                                         Fax: (202) 362-2902

                                       30
<Page>

       If to GDS, to:                    GasSearch Drilling Services Corporation
                                         466 Airport Industrial Park Road
                                         Parkersburg, West Virginia 26104


or such other  address as shall be  furnished  in writing by any party,  and any
such notice or  communication  shall be deemed to have been given: (a) as of the
date  delivered by hand;  (b) three  business days after being  delivered to the
U.S. mail, postage prepaid; or (c) one business day after being delivered to the
overnight courier.

Section 11.04     Parties in Interest.

     This Agreement  shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns;  provided,  however,
that  neither this  Agreement  nor any of the rights,  interests or  obligations
hereunder  shall be  assigned  by any party  hereto  without  the prior  written
consent of the other party,  and that (except as  specifically  provided in this
Agreement) nothing in this Agreement is intended to confer upon any other person
any rights or  remedies  under or by reason of this  Agreement.  Nothing in this
Agreement  is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement.

Section 11.05     Complete Agreement.

     This  Agreement,  including the Exhibits hereto and the documents and other
writings  referred to herein or therein or delivered  pursuant hereto,  contains
the entire  agreement  and  understanding  of the  parties  with  respect to its
subject matter.  There are no restrictions,  agreements,  promises,  warranties,
covenants or  undertakings  between the parties  other than those  expressly set
forth herein or therein.  This  Agreement  supersedes  all prior  agreements and
understandings  between the parties,  both written and oral, with respect to its
subject matter.

Section 11.06     Counterparts.

     This  Agreement  may be executed in two or more  counterparts  all of which
shall be considered one and the same agreement and each of which shall be deemed
an original.

Section 11.07     Severability.

     In the event that any one or more  provisions of this  Agreement  shall for
any reason be held  invalid,  illegal or  unenforceable  in any respect,  by any
court of competent jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other  provisions  of this  Agreement and the parties shall
use their  reasonable  efforts  to  substitute  a valid,  legal and  enforceable
provision  which,  insofar as practical,  implements the purposes and intents of
this Agreement.

Section 11.08     Governing Law.

     This Agreement shall be governed by the laws of the State of West Virginia,
without giving effect to its principles of conflicts of laws.

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Section 11.09     Interpretation.

     When a reference is made in this  Agreement  to Sections or Exhibits,  such
reference shall be to a Section of or Exhibit to this Agreement unless otherwise
indicated.  The recitals  hereto  constitute an integral part of this Agreement.
References  to  Sections  include  subsections,  which  are part of the  related
Section (e.g., a section  numbered  "Section  5.02(a)" would be part of "Section
5.02" and references to "Section 5.02" would also refer to material contained in
the subsection described as "Section 5.02(a)"). The table of contents, index and
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.  Whenever
the words "include",  "includes" or "including" are used in this Agreement, they
shall be deemed to be followed by the words  "without  limitation".  The phrases
"the date of this  Agreement",  "the date  hereof" and terms of similar  import,
unless the context otherwise requires,  shall be deemed to refer to the date set
forth in the Recitals to this Agreement.

Section 11.10     Specific Performance.

     The parties hereto agree that  irreparable  damage would occur in the event
that the provisions contained in this Agreement were not performed in accordance
with its specific terms or were  otherwise  breached.  It is accordingly  agreed
that the parties shall be entitled to an injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction,  this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.

                                       32

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     IN WITNESS  WHEREOF,  the parties  below have caused this  Agreement  to be
executed by their duly authorized officers as of the date first set forth above.



                                    ENERGY SERVICES ACQUISITION CORP.



                                    By:/s/ Marshall T. Reynolds
                                       ----------------------------------------
                                    Marshall T. Reynolds
                                    Chairman of the Board and
                                     Chief Executive Officer


                                    GASSEARCH CORPORATION



                                    By: /s/ Denny Harton
                                       ----------------------------------------
                                     Denny Harton
                                     President and Chief Executive Officer



                                    GASSEARCH DRILLING SERVICES CORPORATION



                                    By: /s/ Denny Harton
                                       ----------------------------------------
                                    Denny Harton
                                    President and Chief Executive Officer


                                    /s/ Denny Harton
                                    -------------------------------------------
                                    DENNY HARTON
                                    (in his individual capacity)