OPTION AGREEMENT TO PURCHASE OIL AND GAS LEASES
                 -----------------------------------------------


     This  Option Agreement to Purchase Oil and Gas Leases ("Agreement") is made
as  of  June 17, 2005 ("Effective Date") among PETROSEARCH ENERGY CORPORATION, A
NEVADA  CORPORATION  ("PEC"),  PETROSEARCH  OPERATING  COMPANY,  L.L.C., A TEXAS
LIMITED  LIABILITY  COMPANY  ("POC") and TK PETROSEARCH, L.L.C., A TEXAS LIMITED
LIABILITY COMPANY ("TK")[PEC, POC and TK being collectively called "Seller"] and
T.  KELLEY  ERWIN  OR  ASSIGNS  ("Purchaser").

                                    RECITALS:

     A.   TK  is the owner of leasehold working interests in certain oil and gas
leases  situated  in  Fort  Bend  County, Texas ("Leases") together with various
items of equipment and personal property located on or about the Leases, and POC
is  the owner of certain equipment and personal property used in connection with
the  operations  upon  the  Leases.

     B.   Purchaser  desires to obtain an exclusive option to purchase leasehold
working  interests  in  the  Leases  from  TK and certain equipment and personal
property  from  POC, and the Seller desires to grant such exclusive option under
the  terms  and  conditions  set  forth  herein.

                               TERMS OF AGREEMENT:


     NOW,  THEREFORE,  for valuable consideration the receipt and sufficiency of
which  are  hereby  acknowledged,  Seller  and  Purchaser  covenant and agree as
follows:

     1.   GRANT  OF  EXCLUSIVE  OPTION.  For  the  separate  and  distinct
          ----------------------------
consideration of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) cash (the
"Option  Consideration")  paid  to  the  Seller  not  later than the fifth (5th)
business  day after delivery of this Agreement, signed by Seller, whether or not
signed  by  Purchaser,  the  Seller  hereby  GRANTS  and CONVEYS unto Purchaser,
subject  to the conditions precedent to exercise set forth herein, the exclusive
right  and  option (the "Option") to obtain from Seller during the Option Period
(hereinafter  defined)  the  Assets  described  in  the  form  of Asset Purchase
Agreement  attached  hereto  as Exhibit I and made a part hereof (the "Assets"),
for  a  purchase price (the "Purchase Price") equal to ONE MILLION EIGHT HUNDRED
THOUSAND  AND  NO/100  ($1,800,000.00), as adjusted under the terms of the Asset
Purchase  Agreement.  Failure to pay the Option Consideration by the fifth (5th)
business  day  after  this  Agreement,  as  signed  by  Seller,  is delivered to
Purchaser  shall  render  this  Agreement  void  and  of  no  force  and effect,
notwithstanding  the  date  of  execution  of  this  Agreement  by  Purchaser.

     2.   TERM  OF  THE  OPTION.  The Option shall exist from the Effective Date
          ---------------------
until  July 29, 2005 (the "Option Period") and shall be deemed to expire at 5:00
o'clock  P.M.,  local time, on such date, unless exercised by Purchaser prior to
such time.  In the event that the expiration of the Option occurs on a Saturday,
Sunday  or  banking  holiday,  then  the  expiration date shall automatically be
extended  to  the  next  banking  day  following  such  date.


                                        1
<PAGE>
     3.   EXERCISE  OF  THE  OPTION.  In  the  event  that  Purchaser  elects to
          -------------------------
exercise  the Option, Purchaser shall notify Seller in writing at least five (5)
business  days  prior  to  the expiration of the Option Term of its intention to
exercise  the  Option  and shall tender to Seller on or before the expiration of
the Option Term the full Purchase Price, less the Option Consideration for which
Purchaser  shall  be  given  full credit upon exercise (i.e., $100,000.00).  The
                                                        ----
closing  of  the  purchase  transaction  as  contemplated  in the attached Asset
Purchase Agreement (i.e. "exercise of the Option") shall occur five (5) business
days  after  notice from Purchaser, but not later than July 29, 2005.  T. Kelley
Erwin  acknowledges  and  agrees  that  he shall not share or participate in any
manner  in the consideration to be paid by Purchaser to Seller under this Option
Agreement  or  the  Asset  Purchase  Agreement.

     4.   FAILURE TO EXERCISE THE OPTION. (a) Except as set forth herein, in the
          -------------------------------
event  that  Purchaser  fails to timely exercise the Option, the Option shall be
deemed to have automatically terminated at the expiration of the Option Term and
neither party shall have any further obligation or duty to the other party under
this Agreement.  In the event of such termination, any sums paid by Purchaser to
Seller,  including  the  Option  Consideration, shall be forfeited to Seller and
shall  not  be  subject  to any claim for reimbursement.  (b) Purchaser shall be
entitled  to  the  return  of  the Option Consideration without penalty upon the
occurrence  of  either  of  the following: the threat or commencement by a third
party  which  is  not  an  officer,  principal  or affiliate of Purchaser, of an
administrative  or  judicial  proceeding  seeking  to  prevent  or  restrain the
consummation  of  the  Asset  Purchase  Agreement  or which would materially and
adversely affect the Assets or the use thereof; or a material and adverse change
to the physical condition of the Assets.  Seller agrees that it will give Seller
prompt  written  notice  of  the  occurrence  of  either of the foregoing events
("Notice").  Upon  Purchaser's  receipt  of  Notice from Seller, Purchaser shall
have  the  right, in its sole discretion, to request Seller to return the Option
Consideration.  Seller shall return the Option Consideration in full and in good
funds  to  Purchaser  within  three  business days following Seller's receipt of
Purchaser's  request.

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

     6.   ENTIRE  AGREEMENT.  This  Agreement,  the  documents  to  be  executed
          -----------------
hereunder,  and  each  Exhibit  attached  hereto constitute the entire agreement
between  the  parties  pertaining to the subject matter hereof and supersede all
prior  agreements, understandings, negotiations and discussions, whether oral or
written,  of  the parties pertaining to the subject matter hereof.  There are no
warranties,  representations  or  other  agreements  between  the  parties  in
connection  with  the  subject  matter  hereof  except as specifically set forth
herein  or  in  documents  delivered pursuant hereto.  No supplement, amendment,
alteration,  modification,  waiver  or  termination  of  this Agreement shall be
binding  unless  executed  in  writing  by  the  parties  hereto.

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


                                        2
<PAGE>
     8.   ASSIGNABILITY.  Purchaser  may  assign  any  of  its rights hereunder,
          -------------
including  its rights to receive the Assets.  This Agreement binds and inures to
the  benefit  of  the  parties  hereto  and  their respective heirs, successors,
representatives,  assigns  and  transferees.

     9.   APPLICABLE  LAW.  THIS  AGREEMENT,  OTHER DOCUMENTS DELIVERED PURSUANT
          ---------------
HERETO  AND  THE  LEGAL  RELATIONS  BETWEEN  THE  PARTIES  SHALL BE GOVERNED AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS.  THE VALIDITY OF
THE  VARIOUS  CONVEYANCES AFFECTING THE TITLE TO REAL PROPERTY SHALL BE GOVERNED
BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE  LAWS OF THE STATE OF TEXAS.  THIS
AGREEMENT  IS  PERFORMABLE  IN  AND  VENUE SHALL LIE IN FORT BEND COUNTY, TEXAS.

     10.  NOTICES.  Any  notice,  communication,  request,  instruction or other
          -------
document  required or permitted hereunder shall be given in writing by certified
mail,  return  receipt  requested,  postage  prepaid,  or  by overnight courier,
prepaid  telegram,  or  personal  delivery,  as  follows:

          To  Seller:                   Petrosearch Energy Corporation
                                        4801 Woodway Drive
                                        Suite 300E
                                        Houston, Texas 77056
                                        Attention: President
                                        (713) 961-9338 - Fax

          To  Purchaser:                T. Kelley Erwin
                                        777 Post Oak Blvd., Suite 610
                                        Houston, Texas 77056
                                        (713) 784-1958 - Fax

or  to  such  other address or to the attention of such other person as shall be
designated  in  writing  by any party to the other party hereafter.  All notices
will  be  deemed  to  have  been  given  as  of  the  date  of  receipt.

     11.  BROKERAGE FEES AND TRANSACTION EXPENSES.  Except as otherwise provided
          ---------------------------------------
herein,  each  party shall be solely responsible for all expenses incurred by it
in  connection  with  this  transaction, including, without limitation, fees and
expenses  of  its  brokers,  counsel  and  accountants,  if  any.

     12.  COUNTERPARTS.  This  Agreement  may  be  executed  in  counterpart
          ------------
originals,  each  of  which shall be treated as a fully executed original hereof
when  all  parties  hereto  have  executed  such  a  counterpart.

     EXECUTED  effective  as  of  the  date  set  forth  above.


                         SIGNATURES APPEAR ON NEXT PAGE


                                        3
<PAGE>
                                   "SELLER"

                                   PETROSEARCH  ENERGY  CORPORATION,
                                   a  Nevada  corporation

                                   By:/s/  Richard  Dole
                                      ------------------------------------------
                                   Name:     Richard  Dole
                                   Title:    President


                                   PETROSEARCH  OPERATING  COMPANY,  L.L.C.,
                                   a  Texas  limited  liability  company


                                   By:/s/  Richard  Dole
                                      ------------------------------------------
                                   Name:     Richard  Dole
                                   Title:    Manager


                                   TK  PETROSEARCH,  L.L.C.,
                                   a  Texas  limited  liability  company


                                   By:/s/  Richard  Dole
                                      ------------------------------------------
                                   Name:     Richard  Dole
                                   Title:    Manager


                                   "PURCHASER"


                                   /s/  T.  Kelley  Erwin
                                   ---------------------------------------------
                                   T.  KELLEY  ERWIN  (or  Assigns)


                                        4
<PAGE>
                               THIRD AMENDMENT TO
                               ------------------
                  OPTION AGREEMENT AND ASSET PURCHASE AGREEMENT
                  ---------------------------------------------


CURRENT  DATE:     August  3,  2005.

DATE  OF  CONTRACT:   June  17,  2005  (Option  Agreement  with  Asset  Purchase
Agreement  attached  thereto  as  Exhibit  I).

SELLER:     Petrosearch  Energy  Corporation,  Petrosearch  Operating  Company,
L.L.C.  and  TK  Petrosearch,  L.L.C.

ORIGINAL  PURCHASER:     T.  Kelley  Erwin  or  assigns.

PROPERTY:     Oil  and Gas Leases and personal property described in Exhibit "A"
                                                                     -----------
attached  hereto.

     FOR  VALUE  RECEIVED,  the  undersigned  parties  hereby  amend  the Option
Agreement  and  Asset  Purchase  Agreement  as  follows:

AMENDED  TERMS:

     1.   The  closing date set forth in paragraph 3 of the Option Agreement and
          paragraph 6 of the Asset Purchase Agreement shall be amended from July
          29,  2005,  to  August  3,  2005.

     2.   The  effective  date of transfer set forth in paragraph 2 of the Asset
          Purchase  Agreement  shall  remain  July  1,  2005, notwithstanding an
          August  3  Closing  Date.

     3.   The  Purchaser  is  amended  to  Kellco  Energy, Ltd., a Texas limited
          partnership  ("Kellco").

     4.   The  Purchase Price is to be funded partially by Kellco, and partially
          by BlackRock Energy Capital, Ltd. ("BlackRock"). As of August 1, 2005,
          BlackRock has wired to Seller $1,655,000. The balance shall be paid by
          Kellco  and/or  Kellco's lender, including approximately $80,000 which
          will  be  funded by Kellco by causing Seller to receive and retain the
          July  production  proceeds  to  be  delivered by Gulfmark Energy, Inc.
          during  the  third  week  of  August.

     5.   Gulfmark Energy, Inc. shall be instructed jointly by Seller and Kellco
          to  pay  the  July  production  proceeds  to  Seller.

     6.   The  parties  have  agreed  to  the  allocation  of the Purchase Price
          attached  hereto.

                       SIGNATURES APPEAR ON FOLLOWING PAGE


                                        1
<PAGE>
                                   PETROSEARCH  ENERGY CORPORATION,
                                   a  Nevada  corporation

                                   By:/s/ David  J.  Collins
                                      ------------------------------------------
                                   Name:   David  J.  Collins
                                   Title:  CFO  and  Vice  President


                                   PETROSEARCH OPERATING COMPANY, L.L.C.,
                                   a Texas limited liability company


                                   By:/s/ David  J.  Collins
                                      ------------------------------------------
                                   Name:   David  J.  Collins
                                   Title:  Manager


                                   TK PETROSEARCH, L.L.C.,
                                   a Texas limited liability company


                                   By:/s/ David  J.  Collins
                                      ------------------------------------------
                                   Name:   David  J.  Collins
                                   Title:  Manager


                                   KELLCO  ENERGY,  LTD.,
                                   a  Texas  limited  partnership
                                   BY:  KELLCO  ENERGY  GP,  LLC,
                                   Its  General Partner


                                   By:  /s/ T.  Kelley  Erwin
                                        ----------------------------------------
                                   Name:   T.  Kelley  Erwin
                                   Title:  Managing Member


                                   /s/ T.  Kelley  Erwin
                                   ---------------------------------------------
                                   T.  KELLEY  ERWIN


                                   /s/ James  M.  Hughes
                                   ---------------------------------------------
                                   James  M.  Hughes


                                        2
<PAGE>
                                   EXHIBIT "A"
                                   -----------


1.   One  hundred  percent (100%) of the leasehold working interest estate owned
     by TK attributable to the oil, gas and mineral leases and ratifications and
     extensions  thereof more particularly described below, ("Leases"), which is
     a  70%  leasehold  working  interest  in  each  of  the  Leases:

     SAWTOOTH  LEASE-132.7268  ACRES
     -------------------------------

     50.00  acres,  50  acres,  22.7268 acres and 10 acres, more or less, Thomas
     Hobermaker  Survey,  A-191, Fort Bend County, Texas, and being those tracts
     more  particularly  described  in  Amendment  to Oil, Gas and Mineral Lease
     dated  November 30, 2004 between Teletower Partnership and Chain Oil & Gas,
     Inc.,  Sawtooth,  Inc.  and  TK  Petrosearch  Corporation,  recorded  under
     #2004154612  of  the  Official Public Records, Fort Bend County, Texas; and
     described  as  follows  therein:

     1.   "That certain tract of land described in the expired oil and gas lease
     known  as  the "Schenck, West Lease" dated August 21, 1926 from Mrs. Bessie
     M.  West  and  R.  F. Schenck as Lessors to Humphreys Corporation as Lessee
     covering  25 acres of land, more or less, in the Thomas Habermacher Survey,
     A-191,  Fort Bend County, Texas, and recorded at Volume 114, Page 60 of the
     Fort  Bend  County,  Texas  Deed  Records, INSOFAR AND ONLY INSOFAR as said
                                                ----------- ------------
     lease  covered and included the North 10 acres of the 25 acre tract of land
     covered  by and described in said lease, the South boundary line of said 10
     acre  tract  described  herein  being parallel to the North line of said 25
     acre  tract  and  a  sufficient  distance  South thereof so as to cover and
     include  exactly  10  acres  of  land."

     2.   "That certain tract of land described in the expired oil and gas lease
     known  as  the "West-Schenck Lease" dated June 21, 1947 from Mrs. Bessie M.
     West,  individually, and Robert F. Schenck as Executor of and Trustee under
     the  Last  Will and Testament of Clara T. Schenck, Deceased, as Lessors, to
     W.  K.  Layne,  as  Lessee, covering 42 acres of land, more or less, in the
     Thomas  Habermacher  Survey, A-191, Fort Bend County, Texas and recorded at
     Volume  249, Page 13 of the Fort Bend County Deed Records, INSOFAR AND ONLY
                                                                ----------------
     INSOFAR as said lease covered and included the East 22.7268 acres of the 42
     -------
     acre tract of land covered by and included in said lease, said 22.7268 acre
     tract  being  more fully described by metes and bounds description found at
     Volume  2203,  Page  192  of  the Fort Bend County Deed Records, which such
     description  is  incorporated  herein  by  reference  for  all  purposes."

     ZIVLEY  TRUSTEE  LEASE-65.572  ACRES
     ------------------------------------

     Memorandum  of Oil, Gas and Mineral Lease, being 65.572 acres of land, more
     or  less,  out  of  the  Thomas Hobermaker Survey, A-191, Fort Bend County,
     Texas,  from  Walter  P.  Zivley,  Trustee  to  TK  Petrosearch,  L.L.C.
     Corporation,  dated


                                        3
<PAGE>
     December  2nd,  2004  and recorded under #2004147869 of the Official Public
     Records,  Fort  Bend  County,  Texas.

     65.572  acres  of  land,  more  or  less, situated in the Thomas Hobermaker
     Survey,  Abstract  No.  191,  Fort Bend County, Texas, said 65.572 acres of
     land  being more particularly described as "Third Property" in that certain
     Deed, dated April 12, 1990, from Charles Sapp, Trustee to Walter P. Zivley,
     Trustee,  as  recorded in Volume 2206, Page 1266 of the Official Records of
     Fort  Bend  County,  Texas,

     SANTA  ROSA  LEASE-55  ACRES
     ----------------------------

     Oil,  Gas and Mineral Lease, being 55.0 acres of land, more or less, out of
     the  Thomas  Hobermaker  Survey,  A-191,  Fort  Bend  County,  Texas,  from
     Lindenwood  Royalty  Company, Marilyn C. Erwin, Santa Rosa Resources, Inc.,
     T.  Kelley  Erwin  and  Viking  Royalty  Group  to  TK  Petrosearch, L.L.C.
     Corporation,  dated August 16th, 2004 and recorded under #2004151310 of the
     Official  Public  Records,  Fort  Bend  County,  Texas.

     55.0 acres of land, more or less, described as a 50 acre tract and a 5 acre
     tract  situated  in  the Thomas Hobermaker Survey, A-191, Fort Bend County,
     Texas,  and  being  the  same  land  more  fully  described in that certain
     Quitclaim  Mineral  Deed, dated August 5th, 1997, from Chevron U.S.A., Inc.
     to  Santa  Rosa  Resources, Inc., as recorded in File No. 9778656, Official
     Records  of  Fort  Bend  County,  Texas.

     WALLIN  LEASE-167.903  ACRES
     ----------------------------

     Memorandum of Oil, Gas and Mineral Lease, being 167.903 acres of land, more
     or  less,  out  of  the  Thomas Hobermaker Survey, A-191, Fort Bend County,
     Texas,  from  Walter  P.  Zivley,  Trustee  to  TK  Petrosearch,  L.L.C.
     Corporation,  dated  December  16th, 2004 and recorded under #2005007991 of
     the  Official  Public  Records,  Fort  Bend  County,  Texas.

     167.903 ACRES, more or less, a part of the Thomas Hobermaker Survey, A-191,
     -------------
     Fort  Bend  County,  Texas,  and  being  more particularly described in the
     following  two  (2)  tracts  of  land,  to  wit:

     TRACT  NO.  1:  (117.903  Acres)
     ----------

     117.903  acres, more or less, being a part of the Thomas Hobermaker Survey,
     A-191,  Fort Bend County, Texas, and being all of that certain 244.413 acre
     tract  more  particularly  described  in  that  certain Warranty Deed dated
     December  15,  1972  from  John  B.  Scott,  et  al, to Dempsey J. Prappas,
     Trustee,  recorded  in  Volume  582,  Page  420,  Deed Records of Fort Bend
     County,  Texas;  LESS  AND  EXCEPT  32  acres, more or less, and being that
                      -----------------
     portion  of  a  65.572 acre tract lying within the said 244.413 acre tract;
     Said  65.572  acre  tract  being  more particularly described in Deed dated
     April  12,  1990  from Charles Sapp, Trustee, to Walter P. Zivley, Trustee,
     recorded  in  Volume  2206,  Page  1266,  Deed  Records


                                        4
<PAGE>
     of  Fort  Bend  County,  Texas; and LESS AND EXCEPT the most Northern 94.51
                                         ---------------
     acres,  more  less,  being  all  of  that  certain  100  acre  tract  more
     particularly  described  in  that  certain Mineral Deed dated May 22, 1920,
     from  Mrs.  Laura  Wallin  Luscher and husband, Bernard R. Luscher, to Gulf
     Production  Company,  recorded in Volume 85, Page 385, Deed Records of Fort
     Bend  County,  Texas,  less and excepting that certain 5.49 acre tract more
     particularly  described  in  that  certain Deed dated August 25, 1967, from
     Mary  Lucille  Wallin, et al, to Houston Lighting & Power Company, recorded
     in  Volume  496,  Page  537,  Deed  Records  of  Fort  Bend  County, Texas.

     TRACT  NO.  2:  (50.00  Acres)
     -------------

     50.00  acres,  more  or less, being a part of the Thomas Hobermaker Survey,
     A-191,  Fort  Bend County, Texas, and being all that certain 100 acre tract
     more  particularly  described  in  that  certain Mineral Deed dated May 22,
     1920,  from  Mrs.  Laura Wallin Luscher and husband, Bernard R. Luscher, to
     Gulf  Production  Company, recorded in Volume 85, Page 385, Deed Records of
     Fort  Bend County, Texas; LESS AND EXCEPT the most Northern 50 acres of the
                               ---------------
     100  acres  described  above,  and  being  that  same  "Northern"  50 acres
     described  by metes and bounds and conveyed to Gulf Oil Corporation in that
     certain  Partition  Deed  dated  August 12, 1938, between Mrs. Laura Wallin
     Luscher, et al, recorded in Volume 176, Page 510, Deed Records of Fort Bend
     County,  Texas.

2.   One  hundred  percent  (100%)  of  Seller's  interests in the fixtures, oil
     wells, well bores, water wells, surface pumping equipment, casing, downhole
     equipment,  storage  tanks,  produced  and  stored  hydrocarbons,  tubing,
     equipment,  dog  houses,  tools  and  personal  property (collectively, the
     "Equipment")  owned  by  POC  situated  on  or  about the Leases, including
     without  limitation, the wells ("Wells") located on the Leases, which shall
     specifically  exclude  any  and  all  pickup trucks, hand tools, computers,
     office  equipment, telephones, facsimile machines or other office equipment
     (collectively,  the  "Excluded  Items"), but shall specifically include the
     1986  Barth  Motor  Home  VIN  1GBKP37W9F3336869.


                                        5
<PAGE>
                                    "FORM OF"

                            ASSET PURCHASE AGREEMENT
                            ------------------------

     This  Asset Purchase Agreement ("Agreement") is entered into as of the ____
day  of  June,  2005 ("Effective Date"), among PETROSEARCH ENERGY CORPORATION, A
NEVADA  CORPORATION  ("PEC"),  PETROSEARCH  OPERATING  COMPANY,  L.L.C., A TEXAS
LIMITED  LIABILITY  COMPANY  ("POC") and TK PETROSEARCH, L.L.C., A TEXAS LIMITED
LIABILITY COMPANY ("TK")[PEC, POC and TK being collectively called "Seller"] and
[____________]  ("Purchaser").

RECITALS:

     A.   TK  is the owner of leasehold working interests in certain oil and gas
leases  situated  in  Fort  Bend  County, Texas ("Leases") together with various
items of equipment and personal property located on or about the Leases, and POC
is  the owner of certain equipment and personal property used in connection with
the  operations  upon  the  Leases.

     B.   Seller desires to sell and Purchaser desires to purchase the leasehold
working  interests  in  the  Leases  from  TK and certain equipment and personal
property  from  POC and Seller and Purchaser have agreed that the sale should be
consummated  under  the  terms  and  conditions  hereof.

                               TERMS OF AGREEMENT:

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller, and Purchaser covenant and agree as
follows:

1.   AGREEMENT TO SELL AND TO PURCHASE.  Seller (to the extent of TK's and POC's
     ----------------------------------
respective  interests)  hereby agrees to sell, convey and assign unto Purchaser,
and  Purchaser hereby agrees to accept and purchase from Seller for the Purchase
Price  (hereinafter  defined)  and  on  and subject to the conditions herein set
forth,  the  property  hereinafter  collectively referred to as the "Assets" and
described  in  Exhibit  "A"  attached  hereto  and  incorporated  herein for all
               ------------
purposes.

2.   EFFECTIVE DATE OF TRANSFER/OIL IN TANKS.  The effective date of transfer of
     ----------------------------------------
the  Assets  shall  be  at  12:01 a.m. of the first day of the calendar month in
which  Closing  (defined in paragraph 6 below) occurs.  Seller shall be paid for
all oil in the existing storage tanks on the Leases which relate to the existing
wells,  excluding  the  Zively #1 Well and the West & Schenck #38 Well (the "New
Wells").  The computation of barrels of oil and hand shall be based upon monthly
gauge  reports, Railroad Commission Form P-1s and Crude Oil Purchaser field sale
tickets  if the applicable effective date for this transaction is June 1 (due to
a  closing  in  June)  and  shall be based upon an independent gauge report from
Seller's  gauger  engaged  at  Seller's expense if the effective date is July 1.
The  applicable  price  for  the gauged barrels of oil shall be the actual price
received  at  the  time  of sale and shall be reconciled in conjunction with the
Closing  Escrow  described  in  paragraph  6  below.


                                        1
<PAGE>
3.   PURCHASE PRICE.  The Purchase Price to be paid by Purchaser for the Assets,
     ---------------
shall  be  ONE MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($1,800,000.00)
which  shall  be payable in cash at Closing, subject to adjustment and the items
subject  to  the  Closing  Escrow  described  in  paragraph  6  below.


4.   ALLOCATION  OF PURCHASE PRICE.  In order to comply with applicable Internal
     -----------------------------
Revenue  Service  regulations  regarding  allocation of Purchase Price proceeds,
Seller  and  Purchaser  covenant  and  agree  that  the  Purchase Price shall be
allocated  for  Internal  Revenue  Service  purposes  as  follows:

     (a)     Oil and Gas Leaseholds                    $   _________

     (b)     Depreciable Equipment                     $   _________

     (c)     Other                                     $   _________

                    Total                              $1,800,000.00
                    -----                              =============

All allocations as between TK and POC shall be based upon actual ownership of
the specific Asset sold hereunder.

5.   ADDITIONAL  CONSIDERATION  TO  SELLER  FOR  NEW WELLS AND INTERIM OPERATING
     ---------------------------------------------------------------------------
COSTS.   As  additional  consideration for the Assets, including the purchase of
------
the Zively #1 and West & Schenck #38 Wells (collectively "New Wells") drilled by
POC  after May 1, 2005, Purchaser shall assume and agrees to pay to Seller a sum
equal  to (1) 100% of the actual costs of drilling, completing and equipping (or
plugging,  if  applicable)  the  New Wells, plus (2) 100% of the actual costs of
operating the New Wells from their respective date of first production through a
date  which  is the first day of the calendar month in which Closing occurs, (3)
100% of the costs of operating the existing wells (other than the New Wells) for
the  month  of  Closing,  plus  (4)  a  sum  equal  to  the monthly salary check
($15,000.00)  paid  to T. Kelley Erwin on or about the first day of the calendar
month  of  closing.  Purchaser  shall  be  allocated  all  of  the  proceeds  of
production attributable to the New Wells, if any, and hereby covenants to Seller
to  maintain  and  provide  at Closing accurate gauge reports for the New Wells.
Seller shall be allocated all production from the existing wells (other than the
New  Wells)  for  the  months  prior to the month of Closing, including proceeds
checks  from the crude oil purchaser which are received after the Effective Date
but  which pertain to production prior to the Effective Date. Finally, Purchaser
shall  reimburse  and pay to Seller all leasehold costs incurred in the month of
Closing  relating  to  rentals,  title  work,  extensions  of  leases or similar
expenditures  for  the  benefit  of  the  Leases.

6.   CLOSING  AND  CLOSING  ESCROW.  Closing  shall take place on or before 5:00
     ------------------------------
p.m.,  July  29,  2005,  at  the  offices  of  Seller  ("Closing") as elected by
Purchaser  pursuant  to  the  prior  Option  Agreement, at which time Seller and
Purchaser  shall  exchange all documentation and pay all consideration described
herein.  Due  to  the  likelihood  that  all  of the cost, income and production
figures  will  not  be  fully  known  by  the  Closing date, Purchaser shall, at
Closing,  pay  certain


                                        2
<PAGE>
known expenses to Seller in cash and deposit at Closing with James M. Hughes, as
Escrow  Agent,  the  unknown  expenses,  as  follows:

CASH PAYMENTS:
-------------

     (a)  The  following  payments  shall  be paid to Seller at Closing in cash:
(i)  $1,800,000.00;  (ii)  drilling,  completion and equipment costs for the New
Wells  that  have  already  been  paid  by  Seller;  (iii)  all  operating costs
attributable  to  the New Wells that have already been paid by Seller; (iv)  the
$15,000.00  salary  check  paid to T. Kelley Erwin for the month of Closing; and
(v)  all  operating costs attributable to the existing wells (other than the New
Wells)  for work in the month of Closing which have already been paid by Seller.

FUNDS TO BE ESCROWED:
---------------------

     (b)  The  following  payments shall be paid by Purchaser to Escrow Agent at
Closing  in  cash  based  upon estimates made by Seller using the best available
information:  (i)  the  value  of  the gauged oil in the storage tanks as of the
Effective  Date  for  the  existing wells (but not the New Wells) based upon the
posted  per  barrel  price  on  the  Effective  Date;  (ii)  estimated drilling,
completion  and  equipment  costs for the New Wells not yet paid; (iii)estimated
operating  costs  attributable  to  the  New  Wells not yet paid; (iv) estimated
operating  costs  attributable to the existing wells (but not the New Wells) for
work in the month of Closing not yet paid; and (v) all estimated leasehold costs
for  rentals, title work or extensions or similar charges relating to the Leases
in  the Closing month which Seller reasonably anticipates will be required to be
paid  prior  to  the  transfer  of  title.

     (c)  Net  production  proceeds  received  by  Seller  from  the  crude  oil
purchaser  that are attributable to the New Wells shall be credited to Purchaser
and  applied  as an offset to the shortfall, if any, in the escrow balance which
would  be  payable  to  Seller  upon  reconciliation.

FINAL RECONCILIATION AND RESOLUTION OF DISPUTES AS TO ESCROW
------------------------------------------------------------

     (d)  At such time as the final costs are known, the escrow balance shall be
promptly  reconciled  to  determine  the  New Well Expense Reconciled Total.  If
actual  costs exceed income, the New Well Expense Reconciled Total shall be paid
by  Purchaser  to  Seller.  If income exceeds actual costs, the New Well Expense
Reconciled  Total  shall  be paid by Seller to Purchaser.  The reconciled escrow
account  balance  held  by  Escrow  Agent  (including  credits  to Purchaser for
estimates  which exceed actual costs and debits to Purchaser for estimates which
are  deficient)  shall  be  released  at  such  time to the appropriate party or
parties.

     (e)  If  within thirty (30) days following receipt by Purchaser of a notice
of  disagreement  as to the New Well Expense Reconciled Total and, Purchaser and
Seller  are  unable  to  resolve  any  disagreement with respect to the New Well
Expense  Reconciled Total, the disagreement shall be submitted for resolution to
the Houston office of an independent certified public accountant mutually agreed
to  by  Purchaser and Seller (the "Accountant").  The Accountant shall act as an
arbitrator  to  determine  and resolve only those issues still in dispute.  Such
determination (A) shall be made within thirty (30) days of the submission of the
dispute, based solely on the presentations by Purchaser and Seller; (B) shall be
effected  in  a  manner  which  is  consistent  with


                                        3
<PAGE>
GAAP  while  recognizing the stipulations herein regarding adjustments which may
not  be  consistent  with  formal "cash basis" GAAP principles; (C) shall be set
forth in a written statement delivered to Purchaser and Seller; and (D) shall be
final, conclusive and binding on Purchaser and Seller.     The fees and expenses
of the Accountant in connection with any such determination shall be paid by the
losing  party in the dispute; provided, however, that Purchaser and Seller shall
request  the  Accountant  to make a good faith estimate of its fees and expenses
and Purchaser and Seller shall each pay one-half of any retainer required by the
Accountant,  subject  to  reimbursement  by  the  losing  party.

DOCUMENTS TO BE EXCHANGED AT FINAL RECONCILIATION
-------------------------------------------------

     (f)  The  following  documents  shall  be exchanged by Seller and Purchaser
upon  final  reconciliation  of  the  escrow  account:

     DELIVERY OBLIGATIONS OF SELLER:
     -------------------------------

     (i)   Executed  Assignment of Assets conveying from the Seller to Purchaser
     each  Asset,  subject  to  the  terms  of  this  Agreement.

     (ii)  Railroad  Commission  of Texas forms P-4 (as transferor) transferring
     operations from POC to Purchaser's designated Railroad Commission operator.

     (iii) All  Well  files,  geologic  materials,  technical  materials,  title
     materials,  and  warranty  materials  pertaining  to  the  Assets.

     DELIVERY OBLIGATIONS OF PURCHASER:
     ----------------------------------

     (iv)  Executed  Railroad  Commission  of  Texas  forms P-4 (by the operator
     transferee).

     (v)   An  insurance  certificate  pursuant  to  paragraph  11(a)  below.

     (vi)  A  Quitclaim of Interest in TK Petrosearch, LLC pursuant to paragraph
     10  below.

7.   PROVISIONS REGARDING ESCROW AGENT.
     ----------------------------------

     (a)  All  funds  shall  be  held  in  an  attorney  IOLTA  account  without
investment  or  accrual of interest.  Disbursements shall be made to the parties
upon  receipt of a written directive executed by Seller and Purchaser containing
joint  instructions.

     (b)  Seller  and  Purchaser  acknowledge and agree that in the event of any
conflicting  instruction  or  disagreement  as to the disbursement of the funds,
Escrow  Agent  may interplead all of the funds into the District Court of Harris
County,  Texas.

     (c)  Escrow  Agent  hereby  agrees  to  perform its services without charge
other  than  reimbursement  of  out-of-pocket expenses and other costs as may be
incurred  by  Escrow  Agent  in


                                        4
<PAGE>
the administration of this Agreement ("Expenses"), which Expenses, if any, shall
be  borne  by  Seller.

     (d)  Escrow  Agent  is  under no duty to enforce payment or delivery of any
assignment  or  payment contemplated hereunder.  Escrow Agent shall be protected
in  acting upon any notice, request, certificate, approval, consent or any other
paper  believed  by him to be genuine, signed by the proper party or parties and
in  accordance  with  the  terms  of  this  Agreement.  Escrow Agent shall, upon
request,  provide  the  requesting  party  with a statement which summarizes all
disbursement  activity.  Escrow Agent shall be under no duty or obligation other
than  those  herein specifically provided.  Escrow Agent shall have no liability
under,  or duty to inquire into the terms and provisions of any other agreement.
Seller  and  Purchaser  hereby  agree  that each shall indemnify and hold Escrow
Agent  harmless  from  any and all losses, costs, damages or expenses (including
reasonable  attorney's  fees) it may sustain by reason of its services as Escrow
Agent  hereunder  except  by  reason  of such acts or omissions for which Escrow
Agent  is responsible under the next sentence following.  Escrow Agent shall not
be  liable for any action taken or not taken by it under the terms hereof in the
absence of an express breach of its obligations hereunder or gross negligence or
willful  misconduct  on its part; in particular, Escrow Agent will not be liable
for  any  negligent  action  taken  on  its  part.

8.   CONVEYANCES  "AS  IS".  Seller  and  Purchaser stipulate and agree that the
     ----------------------
Assets  shall  be  transferred  and  conveyed  by Seller to Purchaser upon final
reconciliation  of  the escrow account "as is, where is and with all faults" and
all  conveyancing and closing documentation shall contain affirmative statements
that  no  warranties  or  representations, either expressed or implied, shall be
made  by Seller, or either of TK or POC, except the warranties of title given by
Seller  to  Purchaser and except the specific warranties and representations set
forth  herein.

9.   REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  Each  Seller,  jointly  and
     ---------------------------------------------
severally,  hereby  represents  and  warrants  to  Purchaser  as  follows:

     (a)  Authority.  PEC  is a corporation duly organized, validly existing and
          ----------
in  good  standing under the laws of the State of Nevada.  PEC has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions  contemplated  hereby.  POC  and  TK  are  each  limited  liability
companies  duly  organized, validly existing and in good standing under the laws
of the State of Texas.  POC and TK have all requisite entity power to enter into
this  Agreement  and  to  consummate  the transactions contemplated hereby.  All
requisite  action  and  approval  required  to  be  taken  by PEC, POC and TK to
authorize  the  execution,  delivery  and  performance of this Agreement and the
assignment of the Assets ("Assignment") and the consummation of the transactions
contemplated  hereby  has been taken.  This Agreement has been duly executed and
delivered  by Seller, and at the Closing the Assignment will be duly and validly
executed and delivered by Seller.  This Agreement and the Assignment constitute,
or  will  constitute,  as  applicable,  valid and binding obligations of Seller,
enforceable  against  each  Seller  in  accordance  with their respective terms,
except  to  the  extent  that enforceability of the terms and provisions of this
Agreement  and the Assignment is subject to the effect of applicable bankruptcy,
fraudulent  conveyance,  insolvency,  reorganization,  moratorium  or other laws
relating  to  or affecting creditors' rights generally and by general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding  in  equity  or  at  law).


                                        5
<PAGE>
     (b)  Assigned Interest.  Except for a 1% of 8/8ths override held by Fortuna
          ------------------
Energy,  L.P.  in  the  Leases  ("Fortuna  Override"),  each Seller has good and
marketable  title  to  its respective Assets, free and clear of all Liens (other
than  any  Liens  that will be discharged on or prior to the Closing Date).  For
purposes  of this Agreement, "Lien" means any lien, mortgage, security interest,
pledge,  claim,  option, or any other charge or encumbrance.  On delivery of the
Assignment  and  on Seller's receipt of the Purchase Price, good and valid title
to  the  Assets  will  pass to Buyers free and clear of any Liens other than the
Fortuna  Override.

     (c)  Consents  and  Approvals;  No  Violation.  Neither  the  execution and
          -----------------------------------------
delivery  of  this  Agreement  or  the  Assignment  nor  the consummation of the
transactions contemplated hereby or thereby will: (a) conflict with or result in
any  breach  of  any  provision  of  the articles of incorporation or by-laws or
operating  agreement  (or  other similar governing documents) of the Seller; (b)
require  any  consent,  permit  of,  or  filing  with  or  notification  to, any
Governmental  Body or any other Person; (c) result in a default (or give rise to
any  right of termination, cancellation or acceleration), or with the passage of
time,  the  giving of notice or the taking of any action by a third party, would
result  in  a default (or give rise to any right of termination, cancellation or
acceleration)  under  any  of  the  terms, conditions or provisions of any note,
license,  agreement  or  other instrument or obligation to which any Seller is a
party  or by which any Seller  or any of their assets may be bound; (d) with the
passage  of  time,  the  giving of notice or the taking of any action by a third
party,  have  any  of  the effects in subsection (c) of this Section 2.3; or (e)
violate  any  order  or  regulation  or Laws applicable to any Seller  or any of
their  respective  assets.

     (d)  No  Broker.  The  Seller has not, directly or indirectly, incurred any
          -----------
obligation or entered into any agreement with any Person that would obligate the
Seller  or  Purchaser  to  pay  any commission, brokerage fee, "finder's fee" or
similar  compensation  in  respect  of  the  transactions  contemplated  by this
Agreement.

     (e)  Permits.  The  Seller  possesses  all  Permits  from  all Governmental
          --------
Bodies  that  are  necessary  to  the  ownership  and operation of the Assets as
currently  conducted,  and  all  such  Permits  are in full force and effect. No
lawsuits,  actions,  proceedings  or investigations by or against the Assets are
pending,  or,  to  Seller's  knowledge,  threatened  seeking  the  revocation or
limitation  of  any  such  Permit.

     (f)  Compliance with Laws.  The Seller is in compliance with all applicable
          ---------------------
Laws  and  regulations  applicable to the conduct of its business and are not in
default  with  respect to any order applicable to the Partnership in the conduct
of  its  business;

     i.   The Seller has not received any notice or other communication from any
          Governmental  Body  or any other Person regarding any actual, alleged,
          possible  or  potential  violation  of, or failure to comply with, any
          term  or  requirement  of  any  order  to  which any of the Assets, is
          subject;  and

     ii.  The Seller has not received any notice or other communication from any
          Governmental  Body  or  any  other  Person  regarding  (i) any actual,
          alleged,  possible  or  potential  violation  of, or failure to comply
          with,  any  Law  or  regulation  or  (ii)


                                        6
<PAGE>
          any  actual, alleged, possible, or potential obligation on the part of
          the  Seller  to  undertake,  or  to  bear  all  or any portion of, any
          remedial  action  of  any  nature.

     (g)  Insurance.  Schedule  7(g)  hereto  sets forth a list of all insurance
          ----------
policies  issued  in  favor of Seller that relate to the Seller or its business.
All  of such policies have been in full force and effect since June 1, 2002.  No
Seller  is  co-insurer under any such policies of insurance except to the extent
of the amount of the deductible, self-retention or similar amounts applicable to
such  policies.  Seller is listed as an insured or an additional insured on each
of  the  policies  listed  in  Schedule  7(g).

     (h)  Material  Contracts.  Except as disclosed on Schedule 7(h), the Seller
          --------------------
is  not  a party to any Material Contract and, with respect to all such Material
Contracts,  (a) there are no disputes thereunder and (b) the Seller is not, nor,
to  Seller's  knowledge, is any other party to any Material Contract in material
breach thereof or material default thereunder and there does not exist under any
provision  thereof,  to  Seller's  knowledge, any event that, with the giving of
notice  or the lapse of time or both, would constitute such a breach or default.
Schedule  7(h)  hereto also discloses all notes, mortgages, indentures and other
obligations  and  agreements  and  other  instruments relating to any lending or
borrowing  effected by the Seller, or, to Seller's knowledge, by any other party
and, in either case, to which any of the Assets is subject.  Except as set forth
on  Schedule 7(h), within the last 36 months no Seller has given or received any
notice  or  complaint  or  other  communication  regarding  any actual, alleged,
possible  or  potential  warranty claim, violation or breach of or default under
any Material Contract.  There are no renegotiations of, attempts to renegotiate,
or  outstanding  rights  to  renegotiate  any amounts paid or payable to or with
respect  to  any  Material  Contract.

     (i)  Powers  of  Attorney.  No  Persons  hold  powers  of  attorney for the
          ---------------------
Seller.

     (j)  Litigation.  There  is no and within the last 36 months there has been
          -----------
no, action, suit, investigation, inquiry, order or proceeding pending, or to the
knowledge  of  Seller, threatened, (a) to which Seller is or would be a party or
(b)  which  relates  to  the  Assets that would prevent or delay in any material
respect  the  consummation  of  the transactions contemplated by this Agreement.

     (k)  No  Rights  to Acquire.  There are no outstanding contracts, warrants,
          -----------------------
options, rights, agreements, calls or other commitments to which the Seller is a
party  relating  to  or  providing  for  the  purchase  of  the  Assets.

     (l)  Environmental  Matters.  The Seller (or its operator) has operated the
          -----------------------
Assets  in  compliance  with all applicable Environmental Laws and Environmental
Permits;  (b) there are no existing, pending or to Seller's knowledge threatened
actions,  suits,  investigations,  inquiries,  or  proceedings  by or before any
court,  any Governmental Body or third party relating to any Environmental Laws,
with  respect  to  the  Seller's  business;  (c)  all  notices and Environmental
Permits,  if  any,  required  to  be  obtained  or  filed  under  any applicable
Environmental Laws in connection with the Seller's business or the operations of
the  Assets,  including  treatment,  storage, disposal or release of a hazardous
substance or solid waste into the environment, have been duly obtained or filed,
and  are validly in effect if issued, and the Seller is in compliance therewith;
and  (d)  to  Seller's  knowledge, there are no conditions existing or resulting
from  the


                                        7
<PAGE>
conduct  of the operations of the Assets  that have been given or will give rise
to  any  unsatisfied  on-site or off-site response, removal, closure or remedial
obligations of the Seller under any Environmental Laws.  The terms "release" and
"hazardous  substance"  have  the  meanings  specified  in  CERCLA, and the term
"disposal"  has  the  meaning  specified  in  RCRA.

     (m)  Taxes.  The Seller has timely filed all returns and reports in respect
          ------
of  Taxes  required  to  be  filed  with respect to the Seller's business or the
Assets,  and  all  Taxes  required  to  be  shown on such returns and reports or
otherwise  due  have  been  timely paid.  "Taxes" means any and all taxes, fees,
levies,  duties,  tariffs,  imposts  and  other charges of any kind imposed by a
Governmental Body or taxing authority including, without limitation:  taxes with
respect  to  income,  franchises,  windfall  or  other  profits, gross receipts,
property, sales, use, payroll, employment or net worth.  None of the tax returns
of  the  Seller are currently being audited or examined by any taxing authority.
The  Seller  has  not  waived  any statute of limitations in respect of Taxes or
agreed  to any extension of time with respect to a Tax assessment or deficiency.

     (n)  Disclosure.  No representation or warranty of Seller in this Agreement
          -----------
and  no  statement  in  the  schedules  hereto  omits  to  state a material fact
necessary  to  make  the  statements  herein  or  therein,  in  light  of  the
circumstances  in  which  they  were  made,  not misleading.  No notice given by
Seller  pursuant  to this Agreement will contain any untrue statement or omit to
state  a  material  fact  necessary  to  make  the statements therein or in this
Agreement,  in  light  of  the  circumstances  in  which  they  were  made,  not
misleading.

10.  INTEREST  IN  TK  PETROSEARCH,  LLC.  T.  Kelley Erwin shall quitclaim unto
     -----------------------------------
Petrosearch  Energy  Corporation  all  of  his  interest  in TK Petrosearch, LLC
effective as of the Effective Date of Closing, such quitclaim to be evidenced by
a  Quitclaim of Interest delivered with the documents to be exchanged at Closing
described  in  paragraph 6 above.   T. Kelley Erwin acknowledges and agrees that
he  shall not share or participate in any manner in the consideration to be paid
by  Purchaser  to  Seller  under  the  Option  Agreement  or this Asset Purchase
Agreement.

11.  INDEMNITY.  (a)  Effective  as  of  the  date  of  Closing, Purchaser shall
     ----------
defend,  indemnify  and hold Seller harmless from any and all claims, damages or
losses  suffered  or  incurred  by Seller, including reasonable attorneys' fees,
penalties, and fines, as a result of (a) Purchaser's ownership of the Assets and
occupancy  of  and/or Purchaser's operations (or the operations of its operator)
upon the Leases from and after the Closing Date; (b) Purchaser's failure (or the
failure  of  its  operator)  to  promptly  observe  and  comply with any and all
plugging  and  abandonment  obligations  required  under  any  of  the Leases or
pursuant  to  Texas Railroad Commission rules and regulations; (c) environmental
related  claims  which  arise under applicable federal or state law or as may be
asserted  by  the  Environmental  Protection Agency, the Texas Natural Resources
Conservation  Commission  or  other  applicable  agencies of the federal, state,
county  or  municipal government.  Pursuant to the provisions of Section 127.005
of the Texas Civil Practice and Remedies Code, to the extent that this indemnity
provision  is  covered by the Texas Anti-Indemnity Statute, Seller and Purchaser
agree  that  this indemnity obligation shall be supported by liability insurance
coverage  to  be  furnished by Purchaser up to and including, but not exceeding,
$500,000.00.

     (b)  Notwithstanding  the  effective  date  of  the transfer of the Assets,
Seller  shall  defend,  indemnify  and  hold  T.  Kelley  Erwin  and  Purchaser
("Indemnitees")  harmless  from  any


                                        8
<PAGE>
and  all  claims,  damages  or  losses  suffered  or incurred by any Indemnitee,
including  reasonable attorneys' fees, as a result of any Lien claim or claim of
ownership  to the Assets by any third party, other than the Fortuna Override, or
any  claim  related  to  taxes  assessed  against  the  Assets for the period of
ownership  by  Seller.

12.  OBLIGATIONS  TO  SURVIVE CLOSING.  All obligations of the parties described
     ---------------------------------
herein  shall  survive  the Closing, including without limitation, the financial
obligations,  reporting  obligations,  insurance  obligations  and  indemnity
obligations.

13.  TIME  OF  ESSENCE,  ATTORNEYS FEES.  Time is of the essence with respect to
     ----------------------------------
this  Agreement.  If  either  party  seeks  to enforce, in law or in equity, any
provision  contained  herein, then the prevailing party in such proceeding shall
be  entitled  to  reasonable  attorneys'  fees,  interest  and  all  such  other
disbursements  and  relief  provided  under  law.

14.  PAYMENT  OF EXPENSES.  Except as otherwise provided herein, all of the fees
     --------------------
and expenses incurred by any party prior to the Closing in order to complete the
transactions  required  or permitted hereby shall be paid by the party incurring
such  fees  and  expenses.

15.  MODIFICATION  OR  AMENDMENT.  The  parties  hereto may modify or amend this
     ---------------------------
Agreement  only  by  written  agreement executed and delivered by the respective
parties.

16.  BINDING ON HEIRS AND ASSIGNS.  This Agreement shall inure to and be binding
     -----------------------------
upon the undersigned and their respective heirs, representatives, successors and
assigns.

17.  COUNTERPARTS/  FACSIMILE  SIGNATURES.  For  the  convenience of the parties
     ------------------------------------
hereto,  this Agreement may be executed in any number of counterparts, each such
counterpart being deemed to be an original instrument, and all such counterparts
shall  together  constitute  the same agreement.  A facsimile signature shall be
deemed  equivalent  to  and  binding  as  an original signature except when such
original  signature  is  required  by  law.

18.  NO  WAIVERS.  No  waiver of or failure to act upon any of the provisions of
     -----------
this  Agreement  or  any  right  or remedy arising under this Agreement shall be
deemed  or shall constitute a waiver of any other provisions, rights or remedies
(whether  similar  or  dissimilar)  nor  shall  such  waiver  or  failure to act
constitute a continuing waiver or evidence of a binding course of conduct unless
expressly  provided herein or expressly stipulated to in writing by the parties.

19.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY  AND CONSTRUED IN
     --------------
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND SHALL BE PERFORMABLE IN FORT
BEND  COUNTY,  TEXAS.

20.  NOTICES.  Any  notice,  request,  instruction or other document to be given
     -------
hereunder by any party to the others shall be in writing (by FAX, mail, telegram
or  courier)  and  delivered  to  the  parties  as  follows:


                                        9
<PAGE>
          To  Seller:              Petrosearch Energy Corporation
                                   4801 Woodway Drive
                                   Suite 300E
                                   Houston, Texas 77056
                                   Attention: President
                                   (713) 961-9338 - Fax

          To  Purchaser:
                                   ------------------------------

                                   ------------------------------

                                   ------------------------------


Notices  shall  be  deemed  given  on  the  date of actual receipt by the party.

21.  ENTIRE  CONTRACT.  This  Agreement  and  the  documents  herein  referenced
     ----------------
constitute  (or  when executed will constitute) the entire agreement between the
Parties, and shall supersede all other prior agreements and understandings, both
written and oral, between the Parties with respect to the subject matter hereof.

22.  CAPTIONS  FOR  CONVENIENCE.  All  captions  herein  are  for convenience or
     --------------------------
reference  only  and  do  not constitute part of this Agreement and shall not be
deemed  to  limit  or  otherwise  affect  any  of  the  provisions  hereof.

23.  SEVERABILITY.  In  case any one or more of the provisions contained in this
     ------------
Agreement  shall  for any reason be held to be invalid, illegal or unenforceable
in  any  respect, such invalidity, illegality or enforceability shall not affect
any  other  provision  hereof,  and this Agreement shall be construed as if such
invalid,  illegal  or  enforceable  provision  had  never been contained herein.


SIGNATURES  APPEAR  ON  FOLLOWING  PAGE


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<PAGE>
     EXECUTED by the undersigned as of the Effective Date set forth above.

                                   "SELLER"

                                   PETROSEARCH  ENERGY  CORPORATION,
                                   a  Nevada  corporation

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


                                   PETROSEARCH OPERATING COMPANY, L.L.C.,
                                   a Texas limited liability company


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


                                   TK  PETROSEARCH,  L.L.C.,
                                   a  Texas  limited  liability  company


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


                                   "PURCHASER"


                                   -----------------------------------
                                   T.  Kelley  Erwin


                                       11