EXHIBIT 10-14

                         AMENDED MANAGEMENT CONSULTING
                               SERVICES AGREEMENT


                                     AMONG:

                                 PETROGEN CORP.

                                      AND:

                                 PETROGEN, INC.

                                      AND:

                              LEO WILLIAM KERRIGAN






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




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


         WHEREAS:


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


B. Petrogen, Inc. is a non-reporting company incorporated, under the laws of the
State of Colorado, U.S.A., and, in accordance with the terms and conditions of a
certain "Share Exchange Agreement",  dated for reference effective as at October
11, 2002 (the "SHARE EXCHANGE AGREEMENT"1),  as entered, into among the Company,
Petrogen,  Inc.  and all of the  shareholders  of  Petrogen,  Inc.,  the Company
therein  purchased all of the issued and  outstanding  shares of Petrogen,  Inc.
from the shareholders of Petrogen, Inc.;


C. Prior to the  completion of the Share  Exchange  Agreement the Consultant was
the President,  Chief  Executive  Officer,  Chairman and a Director of Petrogen,
Inc. and, in accordance with the terms and conditions of a certain  pre-existing
consulting  arrangement  with Petrogen,  Inc. (the  "UNDERLYING  ARRANGEMENT'"),
Petrogen,  Inc.  therein  retained the Consultant to provide certain services to
Petrogen, Inc. as Petrogen, Inc.'s President and Chief Executive Officer;


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


E. As a result,  and in  conjunction  with the  completion of the Share Exchange
Agreement,  the Parties  hereto  entered into a certain  "Management  Consulting
Services Agreement",  dated for reference effective as at February 12, 2003 (the
date of closing under the Share Exchange Agreement; the "UNDERLYING AGREEMENT"),
pursuant to which the  Companies  therein  formally  retained the  Consultant to
provide the General  Services to the Companies in accordance  with the terms and
conditions therein contained;


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F. Since the introduction of the Parties hereto, together with the entering into
of the Underlying Agreement, the Parties hereby acknowledge and agree that there
have been  various  discussions,  negotiations,  understandings  and  agreements
between them relating to the terms and  conditions of the General  Services and,
correspondingly,  that it is their intention by the terms and conditions of this
"Amended Management  Consulting Services Agreement"' (the "AGREEMENT") to hereby
replace,  in  their  entirety,  the  Underlying  Agreement  and all  such  prior
discussions,  negotiations,  understandings  and agreements  with respect to the
General Services; and


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


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


                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATION


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


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


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


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


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


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






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

         (g)  "BONUS"  has  the  meaning   ascribed  to  it  in  section   "4.3"
              hereinbelow;

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


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


         (j)  "CHANGE  IN  CONTROL'*   means,   in  relation  to  section  "4.6"
              hereinbelow, the occurrence of any of the following events:


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


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


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


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


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



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         (l)  "COMPANY"  means  Petrogen  Corp.  {having  changed  its name from
              "Hadro Resources,  Inc." as a consequence of the due and complete
              closing of the Share Exchange  Agreement),  a company incorporated
              under the laws of the State of Nevada,  U.S.A.,  or any  successor
              company,   however   formed,   whether  as  a  result  of  merger,
              amalgamation or other action;


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


         (n)  "CONSULTANT" means Sacha H. Spindler;


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


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

         (q)  "EXPENSES"  has  the  meaning  ascribed  to  it in  section  "4.4"
              hereinbelow;

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

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

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

         (u)  "OPTIONS"  has  the  meaning  ascribed  to  it  in  section  "4.6"
              hereinbelow;

         (v)  "OPTION  PLAN" has the  meaning  ascribed  to it in section  "4.6"
              hereinbelow;

         (w)  "OPTION  SHARE" has the meaning  ascribed  to it in section  "4.6"
              hereinbelow;

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


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


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


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

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

         (ac) "SECURITIES  ACT" has the meaning  ascribed to it in section "4.6"
              hereinbelow;

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

         (ae) "SUBSIDIARY"1  means any company or  companies  of which more than
              50%  of  the  outstanding  shares  carrying  votes  at  all  times
              (provided  that the ownership of such shares  confers the right at
              all times to elect at least a majority  of the  directors  of such
              company or companies)  are for the time being owned by or held for
              that  company  and/or any other  company in like  relation to that
              company  and  includes  any  company  in  like   relation  to  the
              subsidiary;

         (af) "UNDERLYING  AGREEMENT" has the meaning  ascribed to it in recital
              "E." here in above; and


         (ag) "VACATION"  has  the  meaning  ascribed  to  it in  section  "4.5"
              hereinbelow.


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


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


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


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


                                    ARTICLE 2
                     REPLACEMENT OF UNDERLYING AGREEMENT AND
                 GENERAL SERVICES AND DUTIES OF THE CONSULTANT

2.1 REPLACEMENT OF UNDERLYING  AGREEMENT.  This Agreement constitutes the entire
agreement to date between the Parties hereto and replaces, in its entirety,  the
Original  Agreement,   together  with  every  previous  agreement,   discussion,
expectation.,  negotiation,  representation  or  understanding,  whether oral or
written,  express or implied,  statutory or otherwise,  between the Parties with
respect to the subject matter of the Underlying Agreement.


2.2 GENERAL  SERVICES.  During the  continuance  of this Agreement the Companies
hereby agree to retain the Consultant as the Executive Vice president of Geology
and Secretary of each of the Companies,  and the Consultant  hereby agrees to be
subject to the  direction  and  supervision  of, and to have the authority as is
delegated  to the  Consultant  by, the Board of  Directors  of the Company  (the
"BOARD OF DIRECTORS")  consistent with such  positions,  and the Consultant also
agrees to accept such,  positions in order to provide such,  related services as
the  Board of  Directors  shall,  from  time to time,  reasonably  assign to the
Consultant and as may be necessary for the ongoing  maintenance  and development
of the Companies'  various  Business  interests  during the continuance of this
Agreement   (collectively,   the  ^GENERAL   SERVICES"):   it  being   expressly
acknowledged  and agreed by the Parties hereto that the Consultant  shall commit
and provide to the  Companies  the General  Services on a  reasonably  full-time
basis during the  continuance of this  Agreement for which the Company,  as more
particularly  set forth  hereinbelow,  hereby  agrees to pay and  provide to the
order and direction of the Consultant  each of the proposed Fee (as  hereinafter
determined),   Bonus  (as  hereinafter  determined),   Expense  (as  hereinafter
determined)  payment  reimbursements,   Options  (as  hereinafter   determined),
Additional  Options  (as  hereinafter  determined),   Vacation  (as  hereinafter
determined) pay, Benefits (as hereinafter  determined) and Severance Package (as
hereinafter determined) in accordance with Articles "3" and "4" hereinbelow.


2.3 ADDITIONAL  DUTIES  RESPECTING THE GENERAL  SERVICES.  Without in any manner
limiting the generality of the General  Services to be provided as set forth, in
section  "2.2"  hereinabove,  it is hereby  also  acknowledged  and agreed  that
Consultant


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will,  during the  continuance of this Agreement,  devote  reasonably all of the
Consultant's consulting time to the General Services of the Consultant as may be
determined  and required by the Board of Directors for the  performance  of said
General  Services  faithfully,  diligently,  to the  best  of  the  Consultant's
abilities and in the best interests of the Companies and, furthermore,  that the
Consultant's  consulting time will be prioritized at all times for the Companies
in that regard.


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


                                    ARTICLE 3
                    EFFECTIVENESS, TERMINATION AND SEVERANCE


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


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


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


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         (b)  any  Expense  payment  reimbursements  which would then be due and
              owing  by  the  Company  to the  Consultant  to  the  date  of the
              Effective Termination Date; and, subject to the Consultant's prior
              compliance  with the  provisions  of  section  "4.4"  hereinbelow,
              payable within 10 business days of the Effective Termination Date;


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


         (d)  subject  to  the   provisions   of  sections   ';4.6"  and  ;i4.7"
              hereinbelow, confirmation that all of the Consultant's then issued
              and outstanding and vested Options,  Additional Options and Follow
              On Options in and to the Company as at the  Effective  Termination
              Date are exercisable for a period of five years from the Effective
              Termination Date; and


         (e)  confirmation  that  all  of the  Consultant's  then  Benefits  and
              Insurance  coverage pursuant to Article "6.2" would be extended to
              the  Consultant  for a period  ending two years from the Effective
              Termination Date;


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


3.3  TERMINATION  WITHOUT  CAUSE BY THE  CONSULTANT.  Notwithstanding  any other
provision of this Agreement., this Agreement may be terminated by the Consultant
at any  time  after  the  Effective  Date and  during  the  continuance  of this
Agreement upon the Consultant's  delivery to the Company of prior written notice
of its intention to do so at least 30 calendar days prior to the effective  date
of any such termination  (herein also the "EFFECTIVE  TERMINATION DATE"). In any
such event the Company shall pay to the Consultant all of the amounts  otherwise
due or  payable to the  Consultant  by the  Company  pursuant  to the  Severance
Package and Article L14': hereinbelow until the Effective Termination Date.


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

         (a)  the other Party fails to cure a material  breach of any  provision
              of this  Agreement  within 30  calendar  days from its  receipt of
              written notice from


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              said Party (unless such material breach cannot be reasonably cured
              within  said 30  calendar  days and the  other  Party is  actively
              pursuing to cure said material breach);


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


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


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


         In  this  regard,  and in  the  event  that  either  of  the  Companies
terminates  this  Agreement at any time for cause by providing 30 calendar days'
prior  written  notice to the  Consultant  with respect to either of  paragraphs
"(a)" or "(b)" only hereinabove,  the Company shall pay to the Consultant all of
the amounts  otherwise due or payable to the Consultant by the Company  pursuant
to Article "4" hereinbelow until the Effective  Termination Date  (collectively,
the  "ADVANCE"');  and which  Advance may then be utilized by the  Consultant to
either cure or correct any material breach or willful non-compliance  consequent
thereon;  failing which the Company may then offset or claim any such Advance as
against any other  amounts which may then be due and owing by the Company to the
Consultant under the terms and conditions of this Agreement.


         In this regard,  and in the event that the Consultant  terminates  this
Agreement  at any time for cause by providing  30 calendar  days' prior  written
notice to the Company with respect to either of  paragraphs  "(a)" or "(b)" only
hereinabove,  the Company  shall also pay to the  Consultant  all of the amounts
otherwise due or payable to the  Consultant  by the Company  pursuant to Article
"4" hereinbelow until the Effective Termination Date as an Advance. In addition,
and should it then be either agreed by the Company or determined by  arbitration
in accordance  with Article 4;8"  hereinbelow  that the Consultant had, in fact,
appropriately  terminated  this  Agreement for cause,  the Company shall then be
obligated to provide and pay to the Consultant all of the amounts which comprise
the Severance Package in the manner as set forth in section "3.2" hereinabove.


3.5 DISABILITY OR DEATH AND ADVANCE. Notwithstanding any other provision of this
Agreement,  this  Agreement may be terminated at any time by any Party within 30
calendar  days after the death or  disability  of the  Consultant,  as a without
fault  termination (the resulting  effective date of any such termination  being
herein also the "EFFECTIVE


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TERMINATION  DATE").  For the purposes of this  Agreement the term  "'DISABILITY
shall mean the Consultant shall have been unable to provide the General Services
contemplated  under this Agreement for a period of 180 calendar days, whether or
not consecutive, during any 360 calendar day period, due to a physical or mental
disability.  A  determination  of  disability  shall  be  made  by  a  physician
satisfactory  to both  the  Consultant  and the  Company;  provided  that if the
Consultant  and the Company do not agree on a physician,  the Consultant and the
Company  shall each select a physician  and these two  together  shall  select a
third physician  whose  determination  as to disability  shall be binding on all
Parties. In the event that the Consultant's employment is terminated by death or
because of disability  pursuant to this Agreement,  the Company shall pay to the
estate of the Consultant or to the  Consultant,  as the case may be, ail amounts
to  which  the  Consultant   would  otherwise  be  entitled  under  Article  "4"
hereinbelow until the Effective Termination Date.


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


                                    ARTICLE 4
                GENERAL SERVICES COMPENSATION OF THE CONSULTANT


4.1 FEE. Subject at all times to sections "4,2", "4.3" and "4.4" hereinbelow, it
is hereby  acknowledged  and agreed that the Consultant shall render the General
Services as defined  hereinabove  during the  continuance  of this Agreement and
shall thus be  compensated  on a monthly basis by the Company from the Effective
Date of this  Agreement to the  termination of the same by way of the payment by
the Company to the  Consultant,  or to the  further  order or  direction  of the
Consultant  as the  Consultant  may  determine,  in the  Consultant's  sole  and
absolute  discretion,  and advise the Company of prior to such  payment,  of the
gross monthly fee of U.S. $10,000.00 (the "FEE1').  \X\ this regard it is hereby
acknowledged  and agreed that the within Fee  represents  the gross Fee which is
presently  due and owing by the  Company to the  Consultant  under the terms and
conditions  of this  Agreement.  All such  Fees will be due and  payable  by the
Company  to  the  Consultant,  or to  the  further  order  or  direction  of the
Consultant  as the  Consultant  may  determine,  in the  Consultant's  sole  and
absolute  discretion,  and advise the Company of prior to any such. Fee payment,
on the final  business day of the month of then monthly period of service during
the  continuance  of  this  Agreement;  provided,  however,  that  it is  hereby
acknowledged  and agreed that only U.S.  $7,000.00  of the Fee will  actually be
paid by the Company to the order or  direction of the  Consultant"  on a monthly
basis from the Effective Date hereof, with the balance of each monthly Fee being
accrued, without interest, until such time as the Company is in a position to be
able to afford to pay the  Consultant  either the balance of all Fees accrued or
the entire monthly Fee from future  financing(s)  and/or  positive  monthly cash
flow.


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                                 Petrogen Corp


<PAGE>

                                      - 12-


4.2 INCREASE IN THE FEE. It is hereby acknowledged that the proposed initial Fee
payments under this Agreement:  were negotiated as between the Parties hereto in
the  context of the stage of  development  of the  Companies  existing as at the
effective  date  of the  Underlying  Agreement.  Correspondingly,  it is  hereby
acknowledged  and agreed that the Fee shall be reviewed and  renegotiated at the
request of either Party on a reasonably  consistent basis during the continuance
of this Agreement and, in the event that the Parties cannot agree,  then the Fee
shall be  increased  on. an annual  basis by the greater of (i) 15% and (ii) the
percentage  which is the  average  percentage  of all  increases  to  management
salaries and fees within the Companies during the previous 12-month period.  Any
dispute  respecting  either  the  effectiveness  or  magnitude  of the final Fee
hereunder  shall be determined by  arbitration,  in accordance  with Article "8"
hereinbelow.


4.3 BONUS, It is hereby also  acknowledged that the Board of Directors shall, in
good faith,  consider the payment of reasonable industry standard annual bonuses
(each being a "BONUS'") based upon the performance of the Companies and upon the
achievement  by the  Consultant  and/or the Companies of  reasonable  management
objectives  to be  reasonably  established  by the  Board  of  Directors  (after
reviewing  proposals  with  respect  thereto  defined by the  Consultant  in the
Consultant's capacity as the Chairman and Chief Executive Officer of each of the
Companies, and delivered to the Board of Directors by the Consultant at least 30
calendar  days  before the  beginning  of the  relevant  year of the Company (or
within 90 calendar  days  following  the  commencement  of the  Company's  first
calendar year commencing on the Effective  Date)).  These management  objectives
shall consist of both financial,  and subjective goals and shall be specified in
writing by the Board of Directors,  and a copy shall be given to the  Consultant
prior to the  commencement of the applicable year. The payment of any such Bonus
shall be payable no later than  within 120  calendar  days of the  ensuing  year
after any calendar year commencing on the Effective Date. Any dispute respecting
either  the  effectiveness  or the  magnitude  of any Bonus  hereunder  shall be
determined, by arbitration in accordance with Article "8" hereinbelow.


4.4  REIMBURSEMENT  OF EXPENSES.  It is hereby  acknowledged and agreed that the
Consultant shall also be reimbursed for all direct, reasonable expenses actually
and  properly  incurred  by the  Consultant  for the  benefit  of the  Companies
(collectively,  the "EXPENSES"1'); and which Expenses, it is hereby acknowledged
and agreed, shall be payable by the Company to the order,  direction and account
of the Consultant as the Consultant may designate in writing, from time to time,
in the  Consultant's  sole  and  absolute  discretion,  as soon as  conveniently
possible  after the prior  delivery by the  Consultant to the Company of written
substantiation on account of each such reimbursable Expense.


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


                Amended Management Consulting Services Agreement
                                 Petrogen Corp


<PAGE>

                                      -13-


(including the initial year) and to the effective date upon which this Agreement
is terminated prior to the end of any such year for any reason whatsoever.


4.6 OPTIONS.  Subject to the following,  it is hereby further  acknowledged  and
agreed that,  during the continuance of this  Agreement,  the Consultant will be
granted,  when  available  and subject to each of the rules and  policies of the
Regulatory  Authorities  and applicable  securities  legislation,  the terms and
conditions of the Company's  existing stock option plan (the "OPTION PLAN"') and
the  final  determination  of the  Board of  Directors,  acting  reasonably,  an
incentive  stock  option or stock  options in and to the Company  (each being an
"OPTION")  for the  collective  purchase of no less than an  aggregate  of up to
300,000 common shares of the Company (each an "OPTION  SHARE'):  which incentive
Option or Option(s) will be exercisable for a period of at least ten years from,
the  date of  granting  at such  minimum  exercise  price  or  prices  as may be
determined  at  such  date or  dates  of  granting,  or from  time to  time,  in
accordance with the rules and policies of the Regulatory Authorities.

         In this  regard,  and  subject  also  to the  following,  it is  hereby
acknowledged  and  agreed  that  the  exercise  of any such  Option(s)  shall be
subject,  at all times,  to such  vesting and resale  provisions  as may then be
contained in the Company's  Option Plan and as may be finally  determined by the
Board of Directors, acting reasonably.  Notwithstanding the foregoing,  however,
it is hereby also acknowledged and agreed that:

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

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

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

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


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                                 Petrogen Corp


<PAGE>

                                         - 14-


              Consultant  fully  understands  that the Option  Shares may not be
              registered  under the  Securities Act and that they will be issued
              in  reliance  upon an  exemption  which is  available  only if the
              Consultant acquires such Option Shares for investment and not with
              a view to distribution. The Consultant is familiar with the phrase
              "acquired for investment and not with a view to  distribution"  as
              it relates to the Securities Act and the special  meaning given to
              such term in various releases of the United States  Securities and
              Exchange Commission; and


         (b)  DISPOSITION OF OPTION  SHARES:  the Company is under no obligation
              to comply,  or to assist the  Consultant  in complying  with,  any
              exemption from such registration requirement,  including supplying
              the Consultant  with any  information  necessary to permit routine
              sales of the Option  Shares  under  Rule !44 of the United  States
              Securities and Exchange  Commission (the "RULE'").  The Consultant
              also understands that, with respect to the Rule,  routine sales of
              securities  made in  reliance  upon  such Rule only can be made in
              limited  amounts in accordance with the terms and condition of the
              Rule,  and  that in  cases  in  which  the  Rule is  inapplicable,
              compliance  with  either   Regulation  A  or  another   disclosure
              exemption  under the  Securities  Act will be required.  Thus, the
              Option Shares will have to be held  indefinitely in the absence of
              registration  under  the  Securities  Act  or  an  exemption  from
              registration,  the Consultant  also  acknowledges  and understands
              that:

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

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

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

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


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                                 Petrogen Corp

<PAGE>

                                      -15-

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

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

4.7 ADDITIONAL OPTIONS. Subject to each of the terms and conditions as set forth
in.  section  "4.6"  hereinabove  and in the  final  form  of  Option  agreement
determining the same, it is hereby also acknowledged and agreed that, subsequent
to the  initial  year from the  Effective  Date and during  each year during the
ongoing continuance of this Agreement,  the Consultant shall also be compensated
by the Company from the  commencement of each such year of this Agreement to the
termination of the same by way of the granting by the Company to the Consultant,
again  subject to each of the rules and policies of the  Regulatory  Authorities
and applicable securities legislation, the terms and conditions of the Company's
existing  Option  Plan and the final  determination  of the Board of  Directors,
acting reasonably,  a further incentive stock, option or stock options in and to
the Company (each being an "ADDITIONAL  OPTION') for the collective  purchase of
not less than a further  aggregate of up to 300,000 Option Shares of the Company
for each such year of this  Agreement;  and which further  incentive  Additional
Option or Additional  Option(s) will be exercisable for a period of at least ten
years from the date of granting at an exercise price per Option Share underlying
any such  Additional  Option  determined  at up to 40%  below  the then  ten-day
trading  average of the Company's  shares on any  recognized  exchange in. North
America  immediately  prior  to the  date  of  granting;  and  which  Option  or
Option(s),  subject  to the  final  form  of  Option  agreement,  shall,  unless
otherwise determined by the Board of Directors, acting reasonably, vest not less
than on an  equivalent  basis  quarterly  during the first year of the  exercise
period of any such Additional  Option and based upon the prior attainment by the
Companies  of certain  development  milestones  which  shall be agreed to by the
Consultant  and the Company in advance of the  granting  of any such  Additional
Option.  Any  dispute  respecting  either  the  granting  or  the  terms  of any
Additional  Options  hereunder  shall be determined by arbitration in accordance
with Article "8" hereinbelow.

4.8 FOLLOW-ON OPTIONS. IT is hereby further acknowledged and agreed that, during
the  continuance  of this  Agreement,  and in addition  to the  Option,  and the
Additional Options hereunder,  the Consultant will also be granted, from time to
time and when applicable, further incentive stock Options in and to the Company
(each  such  Option  being  herein a  "FOLLOW-ON  OPTION'1)  equal to 20% of any
incentive  stock options which are  heretofore  granted by the Company after the
Effective  Date hereof to any  individuals  comprising  the following  executive
positions in and to the Company (collectively, the "EXECUTIVE'"): (that being to
either of the Chairman (currently the



                Amended Management Consulting Services Agreement
                                 Petrogen Corp


<PAGE>

                                      -16-


Consultant),  the  Chief  Executive  Officer  (currently  the  Consultant),  the
President (currently Mr. Neville Henry), any Executive Vice-President (currently
Messrs.  William  Kerrigan  and  Timothy  Russell);  and on the same  terms  and
conditions  PRO  LANTA.  Any  dispute  respecting  either the  effectiveness  or
magnitude  of any  such  Follow-on  Option  to be  granted  hereunder  shall  be
determined by arbitration in accordance with Article "8" hereinbelow.

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


                                    ARTICLE 5
                    ADDITIONAL OBLIGATIONS OF THE CONSULTANT

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

5.2 NO CONFLICT, NO COMPETITION AND NON-CIRCUMVENTION. During the continuance of
this  Agreement,  and other than the  Consultant's  existing  relationship  with
Petrogen   international,   Ltd.,  a  non-reporting  company  affiliated,   with
Petrogen.,  Inc.,  the  Consultant  shall not engage in any business or activity
which reasonably may detract from or conflict with the  Consultant's  respective
duties and  obligations to the Companies as set forth in this Agreement  without
the prior written consent of the Board of Directors of the Company. In addition,
during the continuance of this Agreement and for a period of at least six months
following  the  termination,  of this  Agreement for any reason  whatsoever  the
Consultant  shall not  engage  in any  business  or  activity  whatsoever  which
reasonably may be determined by the Board of Director,  in its sole and absolute
discretion,   to  compete  with  any  portion  of  the  Business   interests  as
contemplated hereby without the prior written consent of the Board of Directors.
Furthermore,  the Consultant hereby  acknowledges and agrees, for a period of at
least six months  following  the  termination  of this  Agreement for any reason
whatsoever, not to initiate any contact or communication directly with either of
the  Companies  or any of  their  respective  subsidiaries,  as the case may be,
together with each of their  respective  directors,  officers,  representatives,
agents or employees, without the prior written consent of the Board of Directors
and,  notwithstanding the generality of the foregoing,  further acknowledges and
agrees,  even with the prior  written  consent of the Board of Directors to such
contact or communication, to limit such contact or communication, to discussions
outside the scope of any confidential  information (as hereinafter  determined).
For the purposes of the foregoing the  Consultant  hereby  recognizes and agrees
that a breach by the Consultant of any of the covenants  herein  contained would
result in irreparable  harm and  significant  damage to the Companies that would
not be adequately compensated for by monetary award. Accordingly, the Consultant
agrees that, in the event of any such breach, in addition to being entitled as a
matter of right to apply to a Court of competent equitable


                Amended Management Consulting Services Agreement
                                 Petrogen Corp


<PAGE>

                                      - 17-


jurisdiction  for  relief by way of  restraining  order,  injunction,  decree or
otherwise as may be appropriate to ensure compliance with the provisions hereof,
the Consultant will also be liable to the Companies,  as liquidated damages, for
an amount equal to the amount  received and earned by the Consultant as a result
of and with respect to any such breach. The Parties hereby acknowledge and agree
that if any of the aforesaid  restrictions,  activities,  obligations or periods
are considered by a Court of competent  jurisdiction as being unreasonable,  the
Parties agree that said Court shall have  authority to limit such  restrictions,
activities  or  periods  as the  Court  deems  proper in the  circumstances.  In
addition,  the Parties further  acknowledge  and agree that all  restrictions or
obligations in this Agreement are necessary and fundamental to the protection of
the Business  interests and are  reasonable  and valid,  and all defenses to the
strict enforcement thereof by the Consultant are hereby waived.

5.3  CONFIDENTIALITY,  The Consultant will not, except as authorized or required
by the  Consultant's  duties  hereunder,  reveal  or  divulge  to any  person or
companies any  information  concerning  the  organization,  business,  finances,
transactions  or other  affairs  of the  Companies  or of any of the  Companies'
respective  subsidiaries which may come to the Consultant's knowledge during the
continuance of this Agreement,  and the Consultant will keep in complete secrecy
all  confidential  information  entrusted to the  Consultant and will not use or
attempt to use any such information in any manner which may injure or cause loss
either directly or indirectly to the Companies'  respective  Business interests.
This  restriction will continue to apply after the termination of this Agreement
without  limit  in point of time  but  will  cease to apply to  information,  or
knowledge which may come into the public domain.

5.4  COMPLIANCE  WITH  APPLICABLE  LAWS.  The  Consultant  will  comply with all
Canadian,  U.S.  and  foreign  laws,  whether  federal,   provincial  or  state,
applicable  to the  Consultant's  duties  hereunder  and,  in  addition,  hereby
represents and warrants that any information which the Consultant may provide to
any  person,  or  company  hereunder  will,  to the  best  of  the  Consultant's
knowledge,  information  and belief,  be accurate  and  complete in all material
respects and not misleading,  and will not omit to state any fact or information
which would be material to such person, or company.


5.5 OPINIONS, REPORTS AND ADVICE OF THE CONSULTANT. 1 he Consultant acknowledges
and agrees that all written and oral  opinions,  reports,  advice and  materials
provided by the Consultant to the Companies in connection with the  Consultant's
engagement  hereunder are intended solely for the Companies' benefit and for the
Companies'  uses only,  and that any such  written and oral  opinions,  reports,
advice and  information  are the exclusive  property of the  Companies.  In this
regard the  Consultant  covenants  and agrees that the Companies may utilize any
such opinion, report, advice and materials for any other purpose whatsoever and,
furthermore, may reproduce, disseminate, quote from and refer to, in whole or in
part,  at any time and in any  manner,  any such  opinion,  report,  advice  and
materials in the Companies' sole and absolute discretion. The Consultant further
covenants and agrees that no public  references to the  Consultant or disclosure
of the  Consultant's  role  in  respect  of the  Companies  may be  made  by the
Consultant  without the prior  written  consent of the Board of Directors of the
Company  in each  specific  instance  and,  furthermore,  that any such  written
opinions,  reports,  advice or materials shall, unless otherwise required by the
Board of Directors, be


                Amended Management Consulting Services Agreement
                                 Petrogen Corp


<PAGE>

                                      -18-


provided by the Consultant to the Companies in a form and with such substance as
would be  acceptable  for filing with and approval by any  Regulatory  Authority
having jurisdiction over the affairs of the Company from time to time.


5.6 CONSULTANT'S  BUSINESS CONDUCT.  The Consultant warrants that the Consultant
shall conduct the business and other  activities in a manner which is lawful and
reputable and which brings good repute to the Companies,  the Business interests
and  the  Consultant.  In  particular,   and  in  this  regard,  the  Consultant
specifically   warrants  to  provide  the  General   Services  in  a  sound  and
professional  manner such that the same meets superior  standards of performance
quality within the standards of the industry or as set by the  specifications of
the  Companies.  In the event  that  either of the  Companies  has a  reasonable
concern that the business as conducted by the Consultant is being conducted in a
way contrary to law or is reasonably  likely to bring  disrepute to the Business
interests or to the Companies' or the Consultant's reputation, the Companies may
require that the Consultant make such alterations in the  Consultant's  business
conduct  or  structure,   whether  of  management  or  Board  representation  or
Consultant  or  sub-licensee  representation,  as the  Board  of  Directors  may
reasonably  require,  in its sole and  absolute  discretion,  failing  which the
Company, in its sole and absolute discretion,  may terminate this Agreement upon
30 calendar  days' prior written notice to the  Consultant.  In the event of any
debate or  dispute as to the  reasonableness  of the Board of  Directors  of the
Company's request or requirements,  the judgment of the Board of Directors shall
be  deemed  correct  until  such  time as the  matter  has  been  determined  by
arbitration in accordance with Article "8" hereinbelow.


                                    ARTICLE 6
                INDEMNIFICATION, INSURANCE AND LEGAL PROCEEDINGS


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


         In case any  action is brought  against  the  Consultant  in respect OF
which  indemnity  may be  sought  against  either  of the  Parties  hereto,  the
Consultant  will give the Company  prompt  written  notice of any such action of
which  the   Consultant  has  knowledge  and  the  Company  will  undertake  the
investigation  and defense  thereof on behalf of the  Consultant,  including the
prompt  employment  of counsel and the payment of all  expenses.  Failure by the
Consultant  to so notify  shall not  relieve  the  Companies  of the  Companies'
obligation of indemnification hereunder unless (and only to the extent


                Amended Management Consulting Services Agreement
                                 Petrogen Corp


<PAGE>


                                      -19-


that) such failure  results in a  forfeiture  by the  Companies  of  substantive
rights or defenses.  No admission of liability  and no  settlement of any action
shall be made  without the consent of each of the Parties  hereto,  such consent
not to be unreasonable withheld. Notwithstanding that the Company will undertake
the investigation and defense of any action,  the Consultant will have the right
to employ  separate  counsel in any such action and  participate  in the defense
thereof, but the fees and expenses of such counsel will be at the expense of the
Consultant  unless such counsel has been authorized by the Company,  the Company
has not  assumed the defense of the action  within a  reasonable  period of time
after  receiving  notice of the  action,  the named  parties to any such  action
include that the Consultant shall have been advised by counsel that there may be
a conflict of interest  between any Party  hereto or there are one or more legal
defenses  available to the Consultant which are different from or in addition to
those available to the Companies.

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

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

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


6.4 CLAIM OF  INDEMNIFICATION.  The Parties hereto agree to waive any right they
might  have of first  requiring  the  Indemnified  Party to  proceed  against or
enforce any


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                                      -20-



other  right,  power,  remedy,  security or claim  payment from any other person
before claiming this indemnity,

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

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


6.7 LEGAL  PROCEEDINGS.  Notwithstanding  that the relevant Party will undertake
the  investigation and defense of any action, an Indemnified Party will have the
right to employ  separate  counsel  in any such  action and  participate  in the
defense  thereof,  but the  fees and  expenses  of such  counsel  will be at the
expense of the Indemnified Party unless:


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


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


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


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


6.8 CONTRIBUTION. If for any reason other than the gross negligence or bad faith
of the  Indemnified  Party  being the primary  cause of the loss claim,  damage,
liability,  cost or expense, the foregoing indemnification is unavailable to the
Indemnified  Party or  insufficient  to hold them  harmless,  the relevant Party
shall  contribute  to the amount paid or payable by the  Indemnified  Party as a
result  of any and all  such  losses,  claim,  damages  or  liabilities  in such
proportion as is appropriate to reflect not only the relative benefits


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                                      -21 -


received by the relevant Party on the one hand and the Indemnified  Party on the
other,  but also the relative fault of relevant Party and the Indemnified  Party
and other equitable  considerations  which may be relevant.  Notwithstanding the
foregoing,  the relevant Party shall in any event  contribute to the amount paid
or payable by the  Indemnified  Party, as a result of the loss,  claim,  damage,
liability, cost or expense (other than a loss, claim, damage, liability, cost or
expenses, the primary cause of which is the gross negligence or bad faith of the
Indemnified  Party),  any  excess  of such  amount  over the  amount of the fees
actually received by the Indemnified Party hereunder.


                                    ARTICLE 7
                                  FORCE MAJEURE


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


7.2 NOTICE.  A Party shall within three  calendar  days give notice to the other
Party of each event OF FORCE MAJEURE under section "7.1" hereinabove,  and upon
cessation of such event shall  furnish the other Party with notice of that event
together with particulars of the number of days by which the obligations of that
Party  hereunder have been extended by virtue of such event of FORCE MAJEURE and
all preceding events OF FORCE MAJEURE.


                                    ARTICLE 8
                                   ARBITRATION


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


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


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                                 Petrogen Corp


<PAGE>


                                      -22-


notice  may  proceed to refer the  dispute to  arbitration  as  provided  for in
section "8.3" here in be low.


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


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


                                    ARTICLE 9
                               GENERAL PROVISIONS


9.1 ENTIRE  AGREEMENT.  This Agreement  constitutes the entire agreement to date
between the Parties hereto and supersedes every previous agreement, expectation,
negotiation,  representation or understanding, whether oral, or written, express
or implied,  statutory  or  otherwise,  between the Parties  with respect to the
subject matter of this Agreement and including,  without  limitation,  the terms
and conditions of the Underlying Agreement.


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


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


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                                      -23-


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

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

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

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

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


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




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                                      -24-


affected or uncomfortable with any such, capacity or representation.  Each Party
to this Agreement will also bear and pay its own costs, legal and otherwise,  in
connection  with  its  respective  preparation,  review  and  execution  of this
Agreement and, in particular, that the costs involved in the preparation of this
Agreement,  and all  documentation  necessarily  incidental  thereto,  by Devlin
Jensen,  Barristers and Solicitors,  and the law office of Reed & Reed, PC shall
be at the cost of the Companies.

9.9 APPLICABLE LAW. The situs of this Agreement is Vancouver,  British Columbia,
and  for  all  purposes  this  Agreement  will be  governed  exclusively  by and
construed and enforced in accordance with, the laws and Courts prevailing in the
Province of British Columbia.

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

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

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

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

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


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


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                                      -25-


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

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

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


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

The CORPORATE SEAL of
PETROGEN CORP.,
--------------
the Company herein, was hereunto affixed
in the presence of:



/s/
---------------------------
Authorized Signatory

The CORPORATE SEAL of
PETROGEN, INC.,
--------------
Petrogen, Inc. herein, was hereunto affixed
in the presence of:


/s/
---------------------------
Authorized Signatory

SIGNED, SEALED and DELIVERED by
LEO WILLIAM KERRIGAN,
the Consultant herein, in the presence of:


                                               /s/ LEO WILLIAM KERRIGAN
--------------------------                     -------------------------
Witness Signature                              LEO WILLIAM KERRIGAN

--------------------------
Witness Address

---------------------------
Witness Name and Occupation



                Amended Managment Consulting Services Agreement
                                 Petrogen Corp