SECURITIES PURCHASE AGREEMENT
                          -----------------------------


                            LAURUS MASTER FUND, LTD.


                                       AND


                            GARWOOD PETROSEARCH, INC.


                             DATED: NOVEMBER 1, 2006


<PAGE>
<TABLE>
<CAPTION>
                             TABLE OF CONTENTS
                             -----------------

                                                                      PAGE
                                                                      ----
<S>                                                                   <C>

1.   Agreement to Sell and Purchase . . . . . . . . . . . . . . . . .   1

2.   Fees and Warrant . . . . . . . . . . . . . . . . . . . . . . . .   1

3.   Closing, Delivery and Payment. . . . . . . . . . . . . . . . . .   2

     3.1  Closing . . . . . . . . . . . . . . . . . . . . . . . . . .   2
     3.2  Delivery. . . . . . . . . . . . . . . . . . . . . . . . . .   2

4.   Representations and Warranties of Garwood. . . . . . . . . . . .   2
     4.1  Organization, Good Standing and Qualification . . . . . . .   2
     4.2  Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . .   3
     4.3  Capitalization; Voting Rights . . . . . . . . . . . . . . .   3
     4.4  Authorization; Binding Obligations. . . . . . . . . . . . .   4
     4.5  Liabilities . . . . . . . . . . . . . . . . . . . . . . . .   4
     4.6  Agreements; Action. . . . . . . . . . . . . . . . . . . . .   4
     4.7  Obligations to Related Parties. . . . . . . . . . . . . . .   5
     4.8  Changes . . . . . . . . . . . . . . . . . . . . . . . . . .   5
     4.9  Title to Properties and Assets; Liens, Etc. . . . . . . . .   6
     4.10 Intellectual Property . . . . . . . . . . . . . . . . . . .   7
     4.11 Compliance with Other Instruments . . . . . . . . . . . . .   7
     4.12 Litigation. . . . . . . . . . . . . . . . . . . . . . . . .   7
     4.13 Tax Returns and Payments. . . . . . . . . . . . . . . . . .   8
     4.14 Employees . . . . . . . . . . . . . . . . . . . . . . . . .   8
     4.15 Voting Rights . . . . . . . . . . . . . . . . . . . . . . .   8
     4.16 Compliance with Laws; Permits . . . . . . . . . . . . . . .   9
     4.17 Environmental and Safety Laws . . . . . . . . . . . . . . .   9
     4.18 Valid Offering. . . . . . . . . . . . . . . . . . . . . . .   9
     4.19 Full Disclosure . . . . . . . . . . . . . . . . . . . . . .   9
     4.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . .   9
     4.21 Dilution. . . . . . . . . . . . . . . . . . . . . . . . . .   9
     4.22 Patriot Act.. . . . . . . . . . . . . . . . . . . . . . . .  10
     4.23 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

5.   Representations and Warranties of the Purchaser. . . . . . . . .  10
     5.1  No Shorting . . . . . . . . . . . . . . . . . . . . . . . .  10
     5.2  Requisite Power and Authority . . . . . . . . . . . . . . .  11
     5.3  Investment Representations and Covenants. . . . . . . . . .  11
     5.4  Legends . . . . . . . . . . . . . . . . . . . . . . . . . .  12

6.   Covenants of Garwood . . . . . . . . . . . . . . . . . . . . . .  13
     6.1  Reporting Requirements. . . . . . . . . . . . . . . . . . .  13
     6.2  Use of Funds. . . . . . . . . . . . . . . . . . . . . . . .  14


<PAGE>
                                                                    PAGE
                                                                    ----

     6.3  Access to Facilities. . . . . . . . . . . . . . . . . . . .  14
     6.4  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     6.5  Insurance . . . . . . . . . . . . . . . . . . . . . . . . .  15
     6.6  Intellectual Property . . . . . . . . . . . . . . . . . . .  16
     6.7  Properties. . . . . . . . . . . . . . . . . . . . . . . . .  16
     6.8  Confidentiality . . . . . . . . . . . . . . . . . . . . . .  16
     6.9  Required Approvals. . . . . . . . . . . . . . . . . . . . .  16
     6.10 Opinion . . . . . . . . . . . . . . . . . . . . . . . . . .  17
     6.11 Margin Stock. . . . . . . . . . . . . . . . . . . . . . . .  17
     6.12 Financing Right of First Refusal. . . . . . . . . . . . . .  17
     6.13 Authorization and Reservation of Shares . . . . . . . . . .  18
     6.14 Summaries; Reports. . . . . . . . . . . . . . . . . . . . .  18
     6.15 Registration Rights . . . . . . . . . . . . . . . . . . . .  18

7.   Covenants of the Purchaser . . . . . . . . . . . . . . . . . . .  19
     7.1  Confidentiality . . . . . . . . . . . . . . . . . . . . . .  19
     7.2  Limitation on Acquisition of Common Stock of Garwood. . . .  19

8.   Covenants of Garwood and the Purchaser Regarding Indemnification  19
     8.1  Garwood Indemnification . . . . . . . . . . . . . . . . . .  19
     8.2  Purchaser's Indemnification.. . . . . . . . . . . . . . . .  20

9.   Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . .  20
     9.1  Governing Law, Jurisdiction and Waiver of Jury Trial. . . .  20
     9.2  Severability. . . . . . . . . . . . . . . . . . . . . . . .  21
     9.3  Survival. . . . . . . . . . . . . . . . . . . . . . . . . .  21
     9.4  Successors. . . . . . . . . . . . . . . . . . . . . . . . .  21
     9.5  Entire Agreement; Maximum Interest. . . . . . . . . . . . .  22
     9.6  Amendment and Waiver. . . . . . . . . . . . . . . . . . . .  22
     9.7  Delays or Omissions . . . . . . . . . . . . . . . . . . . .  22
     9.8  Notices . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     9.9  Attorneys' Fees . . . . . . . . . . . . . . . . . . . . . .  23
     9.10 Titles and Subtitles. . . . . . . . . . . . . . . . . . . .  24
     9.11 Facsimile Signatures; Counterparts. . . . . . . . . . . . .  24
     9.12 Broker's Fees . . . . . . . . . . . . . . . . . . . . . . .  24
     9.13 Construction. . . . . . . . . . . . . . . . . . . . . . . .  24
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
LIST OF EXHIBITS
<S>                            <C>
Form of Term Note . . . . . .  Exhibit A
Form of Warrant . . . . . . .  Exhibit B
Form Form of Opinion. . . . .  Exhibit C
Form of Escrow Agreement. . .  Exhibit D
</TABLE>


<TABLE>
<CAPTION>
                                LIST OF SCHEDULES
<S>            <C>
Schedule 4.3   Capitalization
Schedule 4.5   Liabilities
Schedule 4.6   Agreements
Schedule 4.7   Obligations to Related Parties Schedule 4.8(b) Resignations
Schedule 4.9   Title to Properties and Assets, Liens, Etc.
Schedule 4.11  Compliance with Other Instruments
Schedule 4.12  Litigation
Schedule 4.13  Tax Returns and Payments
Schedule 4.14  Employees
Schedule 4.15  Voting Rights
Schedule 4.17  Environmental
Schedule 6.9   Required Approvals
Schedule 9.12  Brokers
</TABLE>


<PAGE>
                          SECURITIES PURCHASE AGREEMENT

     THIS  SECURITIES  PURCHASE AGREEMENT (this "Agreement") is made and entered
into  as  of November 1, 2006, by and between GARWOOD PETROSEARCH, INC., a Texas
corporation  ("Garwood")  and LAURUS MASTER FUND, LTD., a Cayman Islands company
(the  "Purchaser").

                                    RECITALS

     WHEREAS, Garwood has authorized the sale to the Purchaser of a Secured Term
Note  in  the aggregate principal amount of Eight Million Three Hundred Thousand
Dollars  ($8,300,000)  in  the  form  of  Exhibit A hereto (as amended, modified
                                          ---------
and/or supplemented  from  time  to  time,  the  "Note");

     WHEREAS,  Garwood wishes to issue to the Purchaser a warrant in the form of
Exhibit  B  hereto  (as amended, modified and/or supplemented from time to time,
----------
the  "Warrant") to purchase up to 4,500 shares of Garwood's common stock, $0.001
par  value  per  share  (the  "Garwood  Common  Stock");

     WHEREAS,  the Purchaser desires to purchase the Note and the Warrant on the
terms  and  conditions  set  forth  herein;  and

     WHEREAS,  Garwood  desires to issue and sell the Note and to issue and sell
the  Warrant  to  the  Purchaser  on  the terms and conditions set forth herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises,  representations,  warranties  and covenants hereinafter set forth and
for  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

     1.     Agreement to Sell and Purchase. Pursuant to the terms and conditions
            ------------------------------
set  forth  in  this  Agreement,  on the Closing Date (as defined in Section 3),
Garwood  shall  sell  to  the  Purchaser,  and the Purchaser shall purchase from
Garwood,  the  Note.  The sale of the Note on the Closing Date shall be known as
the  "Offering."  The  Note  will mature on the Maturity Date (as defined in the
Note).  Collectively,  the  Note,  the  Warrant,  and  the  Garwood Common Stock
issuable  upon  exercise  of  the  Warrant  are referred to as the "Securities."

     2.     Fees  and  Warrant. On  the  Closing  Date:
            ------------------

          (a)     Garwood will issue and deliver to the Purchaser the Warrant to
     purchase  up  to  4,500  shares  of  Garwood  Common  Stock  (subject  to
     adjustment  as set forth therein) in connection with the Offering, pursuant
     to  Section  1  hereof.  All  the  representations,  covenants, warranties,
     undertakings,  and  indemnification, and other rights made or granted to or
     for  the  benefit  of  the  Purchaser  by  Garwood are hereby also made and


                                        1
<PAGE>
     granted  for  the  benefit  of  the  holder  of  the  Warrant and shares of
     Garwood  Common  Stock  issuable upon exercise of the Warrant (the "Warrant
     Shares").

          (b)     Subject  to the terms of Section 2(c) below, Garwood shall pay
     to  Laurus  Capital  Management,  LLC,  the  manager  of  the  Purchaser, a
     closing  payment of $290,500.00. The foregoing fee is referred to herein as
     the  "Closing  Payment."

          (c)     Garwood  shall  reimburse  the  Purchaser  for  its reasonable
     expenses  (including  legal  fees  and  expenses)  incurred  in  connection
     with  the  preparation  and  negotiation  of this Agreement and the Related
     Agreements  (as  hereinafter  defined), and expenses incurred in connection
     with  the  Purchaser's  due  diligence  review  of  Garwood and all related
     matters.  Amounts  required to be paid under this Section 2(c) will be paid
     on  the  Closing  Date.

          (d)     The  Closing  Payment  and  the  expenses  referred  to in the
     preceding  Section  2(e)  (net  of  deposits  previously  paid  by Garwood)
     shall be paid at closing out of funds held pursuant to the Escrow Agreement
     (as  defined  below) and a disbursement letter (the "Disbursement Letter").

     3.     Closing,  Delivery  and  Payment.
            --------------------------------

          3.1     Closing. Subject  to  the  terms  and  conditions  herein, the
                  -------
closing of the transactions contemplated hereby (the "Closing") shall take place
on  the  date  hereof,  at  such  time or place as Garwood and the Purchaser may
mutually  agree  (such  date  is hereinafter referred to as the "Closing Date").

          3.2     Delivery. Pursuant  to the Escrow Agreement, at the Closing on
                  --------
the Closing Date, Garwood will deliver to the Purchaser, among other things, the
Note  and  the  Warrant,  and the Purchaser will deliver to Garwood, among other
things,  the  amounts set forth in the Disbursement Letter by certified funds or
wire  transfer.  Garwood  hereby  acknowledges  and  agrees  that  Purchaser's
obligation  to  purchase  the  Note  from  Garwood  on the Closing Date shall be
contingent  upon  the  satisfaction  (or  waiver  by  the  Purchaser in its sole
discretion) of the items and matters set forth in the closing checklist provided
by  the Purchaser to Garwood on or prior to the Closing Date and those items and
matters  set  forth  in  the  conditions  of funding letter dated as of the date
hereof  between  Petrosearch  Energy  Corp., a Nevada corporation "Petrosearch",
Garwood  and  the  Purchaser.

     4.     Representations and Warranties of Garwood. Garwood hereby represents
            -----------------------------------------
and  warrants  to  the  Purchaser  as  follows:

          4.1     Organization,  Good  Standing  and Qualification. Garwood is a
                  ------------------------------------------------
corporation  duly  organized,  validly  existing  and in good standing under the
Applicable  Laws  of  its  jurisdiction  of  organization.  For purposes of this
Agreement,  "Applicable  Laws"  means  all  present laws, statutes, regulations,
treaties,  judgments and decrees in relation to an entity, and all requirements,
requests,  official directives, consents, approvals, authorizations, guidelines,
rules,  orders  and  policies  of  any  governmental  or  regulatory  authority
applicable to the entity in a jurisdiction in which (i) it is incorporated, (ii)
its  assets  are  located,  (iii) it conducts business, and/or (iv) its stock is
traded,  if  applicable.  Garwood  has  the  corporate  power  and  authority to


                                        2
<PAGE>
own  and  operate  its properties and assets and, insofar as it is or shall be a
party  thereto, to (1) execute and deliver (i) this Agreement, (ii) the Note and
the  Warrant  to  be  issued in connection with this Agreement, (iii) the Master
Security  Agreement  dated as of the date hereof among Garwood and the Purchaser
(as  amended,  modified  and/or  supplemented  from  time  to  time, the "Master
Security  Agreement"),  (iv)  the  Deed of Trust, Mortgage, Assignment, Security
Agreement,  Fixture  Filing, and Financing Statement dated as of the date hereof
made  by  Garwood  in  favor  of  the  Purchaser  (as  amended,  modified and/or
supplemented  from  time  to  time,  the  "Deed of Trust"), (v) the Stock Pledge
Agreement  dated as of the date hereof between Petrosearch and the Purchaser (as
amended,  modified and/or supplemented from time to time, the "Petrosearch Stock
Pledge  Agreement"), (vi) the Funds Escrow Agreement dated as of the date hereof
among  Garwood,  the  Purchaser  and  the  escrow  agent  referred  to  therein,
substantially  in  the  form  of  Exhibit D hereto  (as amended, modified and/or
                                  ---------
supplemented  from  time  to time, the "Escrow Agreement"), (vii) the Collateral
Assignment  dated  as  of the date hereof between Petrosearch and the Purchaser,
and  (viii)  all  other  documents,  instruments  and agreements entered into in
connection  with the transactions contemplated hereby and thereby (the preceding
clauses  (ii) through (viii), collectively, the "Related Agreements"); (2) issue
and  sell  the  Note; (3) issue and sell the Warrant and the Warrant Shares; and
(4) carry out the provisions of this Agreement and the Related Agreements and to
carry  on  its business as presently conducted. Garwood is duly qualified and is
authorized  to  do  business and is in good standing as a foreign corporation in
all  jurisdictions  in which the nature or location of its activities and of its
properties  (both  owned  and leased) makes such qualification necessary, except
for  those  jurisdictions  in  which  failure  to  do  so  has not, or could not
reasonably  be  expected  to  have  a  Material  Adverse Effect. As used in this
Agreement  and  the Related Agreements, the term "Material Adverse Effect" shall
mean  a  change,  occurrence  or development that has had or could reasonably be
expected  to  have,  either individually or in the aggregate, a material adverse
effect on the business, assets, liabilities, condition (financial or otherwise),
properties,  operations  or  prospects  of  Garwood, taken individually and as a
whole  (a  "Material  Adverse  Effect").

          4.2     Subsidiaries. Garwood  does not have any subsidiaries. For the
                  ------------
purpose  of  this  Agreement, a "Subsidiary" of any person or entity means (i) a
corporation  or  other entity whose shares of stock or other ownership interests
having  ordinary  voting  power  (other  than stock or other ownership interests
having  such  power only by reason of the happening of a contingency) to elect a
majority  of  the  directors  of  such corporation, or other persons or entities
performing  similar  functions for such person or entity, are owned, directly or
indirectly,  by  such  person or entity or (ii) a corporation or other entity in
which  such  person or entity owns, directly or indirectly, more than 50% of the
equity  interests  at  such  time.

          4.3     Capitalization; Voting Rights.
                  -----------------------------

          (a)     With  respect  to  Garwood, the authorized capital stock as of
     the  Closing  Date  consists  of  1,000,000  shares, of which 1,000,000 are
     shares of Garwood Common Stock, par value $.001 per share, and 5,500 shares
     of  which  are  issued  and  outstanding.

          (b)     Except  as  disclosed  on  Schedule 4.3, other than the shares
     which  may  be  granted  pursuant  to  this  Agreement  and  the  Related
     Agreements,  as  of  the  Closing  Date  there will be no (A) securities of
     Garwood  convertible  into,  or  exchangeable  or


                                        3
<PAGE>
     exercisable  for,  shares  of  capital  stock or other voting securities of
     Garwood; or (B) outstanding options, warrants, rights (including conversion
     or  preemptive  rights  and rights of first refusal), commitments, proxy or
     stockholder  agreements,  arrangements  or agreements to which Garwood is a
     party  or  by  which  it  is  bound,  in any case relating to the issued or
     unissued  capital stock of Garwood or obligating Garwood to issue, deliver,
     sell,  purchase,  redeem,  repurchase  or  acquire,  or cause to be issued,
     delivered,  sold,  purchased,  redeemed, repurchased or acquired, shares of
     capital  stock or other voting securities of Garwood, or obligating Garwood
     to  grant,  extend  or  enter  into  any such option, warrant, call, right,
     commitment,  arrangement or agreement. Except as disclosed on Schedule 4.3,
     neither  the  offer,  issuance  or  sale of the Note or the Warrant, or the
     issuance  of  any  of  the  Warrant  Shares,  nor  the  consummation of any
     transaction  contemplated  hereby  will  result in a change in the price or
     number  of  any  securities  of Garwood outstanding, under anti-dilution or
     other  similar  provisions  contained  in or affecting any such securities.

          (c)     All  issued  and outstanding shares of Garwood's Common Stock:
     (i)  have  been  duly  authorized  and  validly  issued  and are fully paid
     and  nonassessable;  and (ii) were issued in compliance with all applicable
     state  and  federal  laws  concerning  the  issuance  of  securities.

          (d)     The  rights,  preferences,  privileges and restrictions of the
     shares  of  the  Garwood's  common  stock  are  as  stated  in  Garwood's
     Certificate or Articles of Incorporation (Garwood's "Charter"). The Warrant
     Shares  have  been  duly  and validly reserved for issuance. When issued in
     compliance with the provisions of this Agreement and Garwood's Charter, the
     Warrant  Shares  will  be validly issued, fully paid and nonassessable, and
     will  be  free  of  any  liens  or  encumbrances.

          4.4     Authorization; Binding Obligations. All corporate  action  on
                  ----------------------------------
the  part of Garwood (including its respective officers and directors) necessary
for  the  authorization  of  this  Agreement  and  the  Related  Agreements, the
performance  of all obligations of Garwood hereunder and under the other Related
Agreements at the Closing and, the authorization, sale, issuance and delivery of
the  Note  and the Warrant has been taken or will be taken prior to the Closing.
This  Agreement and the Related Agreements, when executed and delivered, will be
valid  and  binding  obligations  of  Garwood,  enforceable  against  Garwood in
accordance  with  their  terms.

The  sale of the Note is not and will not be subject to any preemptive rights or
rights of first refusal that have not been properly waived or complied with. The
issuance  of  the Warrant and the subsequent exercise of the Warrant for Warrant
Shares  are  not  and  will not be subject to any preemptive rights or rights of
first  refusal  that  have  not  been  properly  waived  or  complied  with.

          4.5     Liabilities. Except as set forth in Schedule 4.5, Garwood does
                  -----------
not  have  any  liabilities.

          4.6     Agreements; Action. Except  as  set  forth  on  Schedule  4.6:
                  ------------------


                                        4
<PAGE>
          (a)     there  are  no  agreements,  understandings,  instruments,
     contracts,  proposed  transactions,  judgments,  orders,  writs  or decrees
     to  which Garwood is a party or by which it is bound which may involve: (i)
     obligations  (contingent or otherwise) of, or payments to, Garwood; or (ii)
     the  transfer  or  license  of any patent, copyright, trade secret or other
     proprietary  right to or from Garwood (other than licenses arising from the
     purchase  of  "off  the  shelf"  or  other  standard  products);  or  (iii)
     provisions  restricting  the  development,  manufacture  or distribution of
     Garwood's  products  or  services;  or (iv) indemnification by Garwood with
     respect  to  infringements  of  proprietary  rights;  and

          (b)     since  its  formation (the "Formation Date"), Garwood has not:
     (i)  declared  or  paid  any  dividends,  or  authorized  or  made  any
     distribution  upon  or  with  respect to any class or series of its capital
     stock;  (ii)  incurred  any  indebtedness  for  money borrowed or any other
     liabilities;  (iii)  made any loans or advances to any person or entity; or
     (iv)  sold, exchanged or otherwise disposed of any of its assets or rights.

          4.7     Obligations to Related Parties. Except as set forth on
                  ------------------------------
Schedule 4.7,

          (a)     there  are  no  obligations of Garwood to officers, directors,
     stockholders  or  employees  of  Garwood  other  than  (i)  for  payment of
     salary  for  services  rendered;  and  (ii)  reimbursement  for  reasonable
     expenses  incurred  on  behalf  of  Garwood;  and

          (b)     none  of  the  officers,  directors  or,  key  employees  or
     stockholders  of  Garwood  or  any  members  of  their  immediate families,
     are  indebted  to  Garwood,  individually  or in the aggregate, or have any
     direct or indirect ownership interest in any firm or corporation with which
     Garwood is affiliated or with which Garwood has a business relationship, or
     any  firm  or  corporation  which competes with Garwood, other than passive
     investments  in  publicly  traded  companies  (representing  less  than one
     percent  (1%)  of  such  company) which may compete with Garwood. Except as
     described  above,  no  officer,  director or stockholder of Garwood, or any
     member  of their immediate families, is, directly or indirectly, interested
     in  any material contract with Garwood and no agreements, understandings or
     proposed transactions are contemplated between Garwood and any such person.
     Except  as  set  forth  on  Schedule  4.7,  Garwood  is  not a guarantor or
     indemnitor  of  any  indebtedness  of  any  other  person  or  entity.

          4.8     Changes. Since  the Formation Date, except as disclosed in any
                  -------
Schedule  to  this  Agreement or to any of the Related Agreements, there has not
been:

          (a)     any  change  in  the  business, assets, liabilities, condition
     (financial  or  otherwise),  properties,  operations  or  prospects  of
     Garwood;

          (b)     except as set forth on Schedule 4.8(b) hereto, any resignation
     or  termination  of  any  officer,  key  employee  or group of employees of
     Garwood;

          (c)     any  change in the contingent obligations of Garwood by way of
     guaranty,  endorsement,  indemnity,  warranty  or  otherwise;

          (d)     any  damage,  destruction  or  loss, whether or not covered by
     insurance,  to  any  of  Garwood's  properties  or  assets;


                                        5
<PAGE>
          (e)     any waiver by Garwood of a right or of a debt owed to it;

          (f)     any  direct  or  indirect  loans  made  by  Garwood  to  any
     stockholder,  employee,  officer  or  director  of  Garwood;

          (g)     any  change  in any compensation arrangement or agreement with
     any  employee,  officer,  director  or  stockholder  of  Garwood;

          (h)     any  declaration  or  payment  of  any  dividend  or  other
     distribution  of  the  assets  of  Garwood;

          (i)     any  labor  organization  activity  related  to  Garwood;

          (j)     any  debt,  obligation  or  liability  incurred,  assumed  or
     guaranteed  by  Garwood;

          (k)     any  sale,  assignment or transfer of any patents, trademarks,
     copyrights,  trade  secrets  or  other  intangible assets owned by Garwood;

          (l)     any  change in any agreement to which Garwood is a party or by
     which  either  Garwood  is  bound;

          (m)     any  other  event  or  condition of any character that, either
     individually  or  in  the  aggregate,  has  had,  or  could  reasonably  be
     expected  to  have,  individually  or  in the aggregate, a Material Adverse
     Effect;  or

          (n)     any arrangement or commitment by Garwood to do any of the acts
     described  in  subsection  (a)  through  (m)  above.


          4.9     Title  to  Properties  and  Assets;  Liens, Etc. Except as set
                  -----------------------------------------------
forth  on  Schedule  4.9:

          (a)     Garwood  has  good  and  indefeasible  title  to  all  of  its
     properties  and  assets,  including  but  not  limited  to  its oil and gas
     leasehold  interests, free and clear of all liens, encumbrances, or adverse
     claims  other than Permitted Encumbrances (as defined in the Deed of Trust)
     and  of  all  impediments  to  the  use  of  such  properties and assets in
     Garwood's  business;

          (b)     the leases, contracts, servitudes and other agreements forming
     a  part  of  Garwood's  oil  and  gas  properties  are  in  full  force and
     effect.  All rents, royalties and other payments due and payable under such
     leases,  contracts, servitudes and other agreements, or otherwise attendant
     to  the  ownership  or  operation of Garwood's oil and gas properties, have
     been  properly  and  timely paid. Garwood is not in default with respect to
     its obligations (and Garwood is not aware of any default by any third party
     with  respect  to  such  third  party's obligations) under any such leases,
     contracts,  servitudes  and other agreements, or otherwise attendant to the
     ownership or operation of any part of Garwood's oil and gas properties; and


                                        6
<PAGE>
          (c)     all  facilities,  machinery, equipment, fixtures, vehicles and
     other  properties  owned,  leased  or  used  by  Garwood  are  in  good
     operating  condition  and  repair and are reasonably fit and usable for the
     purposes  for  which  they  are  being  used.

          4.10     Intellectual  Property.
                   ----------------------

          (a)     Garwood  owns  or  possesses  sufficient  legal  rights to all
     patents,  trademarks,  service  marks,  trade  names,  copyrights,  trade
     secrets,  licenses,  information and other proprietary rights and processes
     necessary for its business as now conducted and as presently proposed to be
     conducted  (the "Intellectual Property"), without any known infringement of
     the  rights  of  others.  There  are  no  outstanding  options, licenses or
     agreements of any kind relating to the foregoing proprietary rights, nor is
     Garwood  bound  by or a party to any options, licenses or agreements of any
     kind  with  respect to the patents, trademarks, service marks, trade names,
     copyrights,  trade  secrets,  licenses,  information  and other proprietary
     rights and processes of any other person or entity other than such licenses
     or  agreements  arising  from  the  purchase of "off the shelf" or standard
     products.

          (b)     Garwood  has  not  received  any  communications alleging that
     Garwood  has  violated  any  of  the  patents,  trademarks,  service marks,
     trade names, copyrights or trade secrets or other proprietary rights of any
     other  person  or  entity,  nor  is  Garwood  aware  of any basis therefor.

          (c)     Garwood does not believe it is or will be necessary to utilize
     any  inventions,  trade  secrets  or  proprietary information of any of its
     employees made prior to their employment by Garwood, except for inventions,
     trade secrets or proprietary information that have been rightfully assigned
     to  Garwood.

          4.11     Compliance  with  Other  Instruments. Except  as set forth on
                   ------------------------------------
Schedule  4.11,  Garwood  is  not in violation or default of (i) any term of its
Charter  or  Bylaws,  or  (ii)  any  provision  of  any  indebtedness, mortgage,
indenture, contract, agreement or instrument to which it is party or by which it
is  bound or of any judgment, decree, order or writ, which violation or default.
The  execution,  delivery  and performance of and compliance with this Agreement
and  the Related Agreements to which it is a party, and the issuance and sale of
the  Note  by  Garwood  and  the other Securities by Garwood pursuant hereto and
thereto,  will  not,  with  or  without the passage of time or giving of notice,
result  in  any  such  violation, or be in conflict with or constitute a default
under  any  such  term  or provision, or result in the creation of any mortgage,
pledge,  lien,  encumbrance  or  charge  upon any of the properties or assets of
Garwood  or  the suspension, revocation, impairment, forfeiture or nonrenewal of
any  permit,  license,  authorization  or  approval  applicable  to Garwood, its
business  or  operations  or  any  of  its  assets  or  properties.

          4.12     Litigation. Except as set  forth  on  Schedule  4.12  hereto,
                   ----------
there  is  no  action,  suit,  proceeding  or investigation pending or currently
threatened  against  Garwood  that  prevents  Garwood  from  entering  into this
Agreement or the other Related Agreements, or from consummating the transactions
contemplated hereby or thereby, or any change in the current equity ownership of
Garwood,  nor  is  Garwood  aware  that  there is any basis to assert any of the


                                        7
<PAGE>
foregoing.  Garwood is not a party to or subject to the provisions of any order,
writ,  injunction,  judgment  or  decree  of  any  court or government agency or
instrumentality.  There  is  no  action,  suit,  proceeding  or investigation by
Garwood  currently  pending  or  which  Garwood  intends  to  initiate.

          4.13     Tax  Returns  and  Payments. Garwood has timely filed all tax
                   ---------------------------
returns  (federal,  state and local) required to be filed by it. All taxes shown
to  be  due  and payable on such returns, any assessments imposed, and all other
taxes  due  and  payable  by Garwood on or before the Closing, have been paid or
will  be  paid  prior to the time they become delinquent. Except as set forth on
Schedule  4.13,  Garwood  has  not  been  advised:

          (a)     that any of its returns, federal, state or other, have been or
     are  being  audited  as  of  the  date  hereof;  or

          (b)     of any adjustment, deficiency, assessment or court decision in
     respect  of  its  federal,  state  or  other  taxes.


No liability for any tax to be imposed upon Garwood's properties or assets as of
the  date  of  this  Agreement  exists  that  is  not  adequately  provided for.

          4.14     Employees. Except as set forth on Schedule 4.14, Garwood does
                   ---------
not  have  any collective bargaining agreements with any of its employees. There
is  no  labor  union  organizing  activity pending or threatened with respect to
Garwood.  Except  as  disclosed  on Schedule 4.14, Garwood is not a party to, or
bound  by,  any  currently  effective employment contract, deferred compensation
arrangement,  bonus  plan,  incentive  plan,  profit  sharing  plan,  retirement
agreement  or  other  employee  compensation  plan  or agreement. No employee of
Garwood, nor any consultant with whom Garwood has contracted, is in violation of
any  term  of  any employment contract, proprietary information agreement or any
other  agreement relating to the right of any such individual to be employed by,
or  to  contract  with,  Garwood  because  of  the  nature of the business to be
conducted  by  Garwood;  and  the continued employment by Garwood of its present
employees,  and  the  performance  of  Garwood's  contracts with its independent
contractors,  will  not  result in any such violation. Garwood is not aware that
any  of  its  employees  is  obligated  under  any contract (including licenses,
covenants  or  commitments  of any nature) or other agreement, or subject to any
judgment,  decree  or  order  of  any  court or administrative agency that would
interfere  with  their  duties  to  Garwood. Garwood has not received any notice
alleging  that  any such violation has occurred. Except for employees who have a
current  effective employment agreement with Garwood, no employee of Garwood has
been  granted  the  right  to continued employment by Garwood or to any material
compensation  following  termination  of  employment with Garwood. Except as set
forth  on  Schedule 4.14, Garwood is not aware that any officer, key employee or
group  of  employees  intends  to  terminate  his,  her or their employment with
Garwood,  nor  does Garwood have a present intention to terminate the employment
of  any  officer,  key  employee  or  group  of  employees.

          4.15     Voting  Rights. Except  as  set  forth  on  Schedule 4.15, no
                   --------------
stockholder of Garwood has entered into any agreement with respect to the voting
of  equity  securities  of  Garwood.


                                        8
<PAGE>
          4.16     Compliance with Laws; Permits. Garwood is not in violation of
                   -----------------------------
any provision of the Sarbanes Oxley Act of 2002 or any applicable statute, rule,
regulation,  order  or  restriction of any domestic or foreign government or any
Applicable Law in respect of the conduct of its business or the ownership of its
properties  which  has  had,  or  could  reasonably  be expected to have, either
individually  or  in  the  aggregate, a Material Adverse Effect. No governmental
orders,  permissions,  consents,  approvals or authorizations are required to be
obtained  and  no  registrations  or  declarations  are  required to be filed in
connection  with  the  execution  and  delivery  of  this Agreement or any other
Related Agreement and the issuance of any of the Securities, except such as have
been  duly  and  validly  obtained or filed, or with respect to any filings that
must be made after the Closing, as will be filed in a timely manner. Garwood, or
to  the extent applicable, the operators of the Garwood assets, has all material
franchises,  permits,  licenses  and  any  similar  authority  necessary for the
conduct  of  its  business  as  now  being  conducted  by  it.

          4.17     Environmental and Safety Laws. Garwood is not in violation of
                   -----------------------------
any  applicable  statute,  law  or  regulation  relating  to  the environment or
occupational  health  and safety, and to its knowledge, no material expenditures
are  or  will be required in order to comply with any such existing statute, law
or  regulation.

          4.18     Valid Offering. Assuming  the accuracy of the representations
                   --------------
and warranties of the Purchaser contained in this Agreement, the offer, sale and
issuance  of  the Securities will be exempt from the prospectus and registration
requirements  of  the Securities Act of 1933, as amended (the "Securities Act"),
and  will have been registered or qualified (or are exempt from registration and
qualification)  under  the registration, permit or qualification requirements of
all  applicable  state  securities  laws.

          4.19     Full Disclosure. Garwood  has provided the Purchaser with all
                   ---------------
information  requested  by  the  Purchaser  in  connection  with its decision to
purchase the Note and the Warrant, including all information Garwood believes is
reasonably  necessary  to make such investment decision. Neither this Agreement,
the  Related  Agreements,  the exhibits and schedules hereto and thereto nor any
other  document  delivered by Garwood to Purchaser or its attorneys or agents in
connection herewith or therewith or with the transactions contemplated hereby or
thereby,  contain  any  untrue  statement of a material fact nor omit to state a
material  fact  necessary  in  order  to make the statements contained herein or
therein,  in  light of the circumstances in which they are made, not misleading.
Any  financial  projections  and  other  estimates  provided to the Purchaser by
Garwood were based on Garwood's experience in the industry and on assumptions of
fact  and opinion as to future events which Garwood, at the date of the issuance
of  such  projections  or  estimates,  believed  to  be  reasonable.

          4.20     Insurance. Intentionally  omitted.
                   ---------

          4.21     Dilution. Garwood  specifically  acknowledges  that  its
                   --------
obligation  to  issue  the  shares  of Garwood Common Stock upon exercise of the
Warrant  is binding upon Garwood and enforceable regardless of the dilution such
issuance  may  have on the ownership interests of other shareholders of Garwood.


                                        9
<PAGE>
          4.22     Patriot  Act. Garwood  certifies  that  it  has  not  been
                   ------------
designated,  nor  is or shall be owned or controlled, by a "suspected terrorist"
as  defined  in  Executive  Order  13224.  Garwood  hereby acknowledges that the
Purchaser  seeks  to comply with all applicable laws concerning money laundering
and  related  activities.  In  furtherance  of  those  efforts,  Garwood  hereby
represents,  warrants  and covenants that: (i) none of the cash or property that
Garwood  will  pay  or  will  contribute  to  the Purchaser has been or shall be
derived  from,  or related to, any activity that is deemed criminal under United
States  law; and (ii) no contribution or payment by Garwood to the Purchaser, to
the  extent  that they are within Garwood's control shall cause the Purchaser to
be  in  violation  of  the  United  States  Bank  Secrecy Act, the United States
International  Money  Laundering  Control  Act  of  1986  or  the  United States
International  Money  Laundering  Abatement  and Anti-Terrorist Financing Act of
2001.  Garwood  shall  promptly  notify  the  Purchaser  if  any  of  these
representations,  warranties  or  covenants  ceases  to  be  true  and  accurate
regarding  Garwood.  Garwood  shall  provide  the  Purchaser  all  additional
information  regarding  Garwood that the Purchaser deems necessary or convenient
to  ensure  compliance  with all applicable laws concerning money laundering and
similar  activities.  Garwood  understands  and agrees that if at any time it is
discovered  that  any  of the foregoing representations, warranties or covenants
are  incorrect, or if otherwise required by Applicable Law or regulation related
to  money  laundering  or  similar  activities,  the  Purchaser  may  undertake
appropriate  actions  to  ensure  compliance  with Applicable Law or regulation,
including  but  not  limited to segregation and/or redemption of the Purchaser's
investment  in  Garwood.  Garwood  further  understands  that  the Purchaser may
release  confidential  information  about  Garwood  and,  if  applicable,  any
underlying  beneficial  owners,  to  proper authorities if the Purchaser, in its
sole discretion, determines that it is in the best interests of the Purchaser in
light  of  any Applicable Law including the relevant rules and regulations under
the  laws  set  forth  in  subsection  (ii)  above.

          4.23     ERISA. Based upon the Employee Retirement Income Security Act
                   -----
of 1974 ("ERISA"), and the regulations and published interpretations thereunder:
          -----
(i)  Garwood  has  not  engaged  in  any  Prohibited Transactions (as defined in
Section  406  of ERISA and Section 4975 of the Internal Revenue Code of 1986, as
amended  (the  "Code"));  (ii)  Garwood  has  met all applicable minimum funding
                ----
requirements  under  Section 302 of ERISA in respect of its plans; (iii) Garwood
does  not  have  any  knowledge of any event or occurrence which would cause the
Pension  Benefit Guaranty Corporation to institute proceedings under Title IV of
ERISA  to terminate any employee benefit plan(s); (iv) Garwood does not have any
fiduciary  responsibility  for investments with respect to any plan existing for
the  benefit of persons other than Garwood's or such Subsidiary's employees; and
(v)  Garwood has not withdrawn, completely or partially, from any multi-employer
pension  plan  so  as  to  incur  liability under the Multiemployer Pension Plan
Amendments  Act  of  1980.

     5.     Representations and  Warranties  of  the  Purchaser.  The  Purchaser
            ---------------------------------------------------
hereby  represents  and warrants to Garwood as follows (such representations and
warranties  do  not  lessen  or  obviate  the  representations and warranties of
Garwood  set  forth  in  this  Agreement):

          5.1     No Shorting. Neither the Purchaser nor any of  its  affiliates
                  -----------
or  investment  partners  has  caused,  nor  will cause, any person or entity to
directly  engage  in "short sales" of Garwood's or Petrosearch's common stock as
long  as  the  Note  is  outstanding.


                                       10
<PAGE>
          5.2     Requisite Power and Authority. The Purchaser has all necessary
                  ------------------------------
power  and  authority  under  all  applicable  provisions  of law to execute and
deliver  this  Agreement  and  the  Related  Agreements  and  to carry out their
provisions. All corporate action on the Purchaser's part required for the lawful
execution and delivery of this Agreement and the Related Agreements have been or
will  be  effectively  taken  prior  to  the  Closing.  Upon their execution and
delivery,  this  Agreement  and the Related Agreements will be valid and binding
obligations  of  the  Purchaser,  enforceable  in  accordance  with their terms,
except:

          (a)     as  limited  by  applicable  bankruptcy,  insolvency,
     reorganization,  moratorium  or  other  laws  of  general  application
     affecting  enforcement  of  creditors'  rights;  and

          (b)     as  limited  by general principles of equity that restrict the
     availability  of  equitable  and  legal  remedies.

          5.3     Investment  Representations  and  Covenants.
                  -------------------------------------------

          (a)     The  Purchaser  is  resident in the jurisdiction of the Cayman
     Islands.

          (b)     The  Purchaser is acquiring the Securities for investment only
     and  not  with  a  view  to  resale  or  distribution  in  violation of any
     securities  laws.

          (c)     The  Purchaser is not a party to, and is not acting in concert
     with  a  person  who  is  party  to:  (A)  an  agreement  to  transfer  the
     Purchaser's  legal  or  beneficial  interest  in  the Securities; or (B) an
     agreement  to  grant  a  participating  interest  in  the  Securities.

          (d)     As  the  Securities  purchased hereunder are subject to resale
     restrictions  under  the  Securities  Act,  the Purchaser shall comply with
     all  securities  laws  concerning  any  resale  of the Securities purchased
     hereunder  and  shall  consult with his, her or its own legal advisors with
     respect  to such compliance; the Purchaser acknowledges that the Securities
     may  only  be  resold  pursuant  to  Regulation S under the Securities Act,
     pursuant  to  registration under the Securities Act, or pursuant to another
     available  exemption  from  registration;  and that Garwood is obligated by
     this  Agreement  to refuse to register any transfers not made in accordance
     with  the  foregoing.

          (e)     If  required by applicable securities laws, the Purchaser will
     execute,  deliver,  file  and  otherwise  assist  Garwood  in  filing  such
     reports,  undertakings  and other documents with respect to the issuance of
     the  Securities  as  may  be  required.

          (f)     The  Purchaser  is  purchasing the Securities as principal for
     its  own  account  and  not  as  a  nominee  or  agent.

          (g)     The  Purchaser is an accredited investor within the meaning of
     Regulation  D  under  the  Securities  Act.

          (h)     The  Purchaser  understands  that  the  Securities  are  being
     offered  and  sold  pursuant  to  an  exemption from registration contained
     in  the  Securities  Act based in part upon the Purchaser's representations
     contained  in  this  Agreement,  including,  without


                                       11
<PAGE>
     limitation,  that  the  Purchaser  is  an  "accredited investor" within the
     meaning  of  Regulation  D  under  the  Securities  Act.

          (i)     The  Purchaser  confirms  that it has received or has had full
     access  to  all  the  information  it considers necessary or appropriate to
     make  an  informed  investment  decision  with  respect to the Note and the
     Warrant  to  be purchased by it under this Agreement and the Warrant Shares
     acquired  by  it  upon  the  exercise of the Warrant. The Purchaser further
     confirms  that  it  has  had  an  opportunity  to ask questions and receive
     answers from Garwood regarding Garwood's business, management and financial
     affairs and the terms and conditions of the Offering, the Note, the Warrant
     and  the  Securities  and  to  obtain additional information (to the extent
     Garwood possessed such information or could acquire it without unreasonable
     effort  or  expense)  necessary  to verify any information furnished to the
     Purchaser  or  to  which  the  Purchaser  had  access.

          (j)     The  Purchaser  understands  that the Securities have not been
     and  will  not  be  registered  under  the Securities Act or any applicable
     state  securities  laws and that the sale contemplated hereby is being made
     in  reliance  on  an  exemption  from  registration  therefrom.

          (k)     The  Purchaser  acknowledges  that  the  Purchaser  has  not
     purchased  the  Securities  as  a  result  of  any  general solicitation or
     general  advertising  (as  those terms are used in Regulation D), including
     advertisements,  articles, notices or other communications published in any
     newspaper,  magazine  or similar media, or broadcast over radio, television
     or  other forms of telecommunication, including electronic display (such as
     the  Internet), or any seminar or meeting whose attendees have been invited
     by  general  solicitation  or  general  advertising.

          (l)     The  Purchaser  has  substantial  experience in evaluating and
     investing  in  private  placement  transactions  of securities in companies
     similar to Garwood so that it is capable of evaluating the merits and risks
     of  its  investment  in  Garwood  and  has  the capacity to protect its own
     interests.  The  Purchaser  must  bear the economic risk of this investment
     until  the  Securities  are  sold.

          (m)     By  reason  of  its,  or  of  its  management's  business  and
     financial  experience,  the  Purchaser  has  the  capacity  to evaluate the
     merits  and  risks  of  its  investment  in  the  Note, the Warrant and the
     Securities  and  to  protect  its  own  interests  in  connection  with the
     transactions  contemplated  in  this  Agreement and the Related Agreements.

          (n)     The  Purchaser  has not entered into any agreement which would
     entitle  any  person  to  a  claim  against  Garwood  for  a  brokerage
     commission,  finder's fee or any like payment in respect of the issuance of
     the  Securities.

          (o)     The  Purchaser  is not a "U.S. person" as that term is defined
     in  Rule  902  of  Regulation  S  under  the  Securities  Act,  nor  is the
     Purchaser  acquiring  the Securities for the account or benefit of any U.S.
     person, and at the time of the purchase of the Securities, the Purchaser is
     outside  of  the  United  States.


                                       12
<PAGE>
          5.4     Legends.
                  -------

          (a)     Each Warrant shall bear substantially the following legend:

          "THIS  WARRANT  AND  THE  COMMON  SHARES  ISSUABLE  UPON
          EXERCISE  OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES  ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
          SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE
          UPON  EXERCISE  OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR
          SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION  STATEMENT AS TO THIS WARRANT OR THE UNDERLYING
          SHARES  OF  COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE
          SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL  REASONABLY
          SATISFACTORY  TO  GARWOOD  PETROSEARCH,  INC.  THAT  SUCH
          REGISTRATION  IS  NOT  REQUIRED."

          (b)     The  Warrant  Shares,  if not issued by the Deposit Withdrawal
     Agent  Commission  system,  shall  bear  a  legend  which  shall  be  in
     substantially  the  following  form  until  such  shares  are covered by an
     effective  registration  statement  filed  with the Securities and Exchange
     Commission:

          "THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT
          BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS
          AMENDED,  OR  ANY  APPLICABLE  STATE  SECURITIES LAWS. THESE
          SHARES  MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED OR
          HYPOTHECATED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
          STATEMENT  UNDER  SUCH  SECURITIES  ACT AND APPLICABLE STATE
          LAWS  OR  AN  OPINION  OF COUNSEL REASONABLY SATISFACTORY TO
          GARWOOD  PETROSEARCH,  INC.  THAT  SUCH  REGISTRATION IS NOT
          REQUIRED."

     6.     Covenants  of  Garwood.  Garwood  covenants  and  agrees  with  the
            ----------------------
Purchaser as  follows:

          6.1     Reporting  Requirements. Garwood  will deliver, or cause to be
                  -----------------------
delivered,  to  the  Purchaser each of the following, which shall be in form and
detail  acceptable  to  the  Purchaser:

          (a)     As soon as available, and in any event within ninety (90) days
     after  the  end  of  each  fiscal  year  of  Garwood,  Garwood's  audited
     financial  statements  with  a  report  of  independent  certified  public
     accountants  of  recognized  standing selected by Garwood and acceptable to
     the  Purchaser (the "Accountants"), which annual financial statements shall
     be  without  qualification  and shall include Garwood's balance sheet as at
     the end of such fiscal year and the related statements of Garwood's income,
     retained  earnings  and


                                       13
<PAGE>
     cash  flows  for  the  fiscal  year  then  ended,  all in reasonable detail
     and  prepared  in  accordance  with  GAAP,  together  with  (i) if and when
     available,  copies  of  any management letters prepared by the Accountants;
     and  (ii)  a certificate of Garwood's President, Chief Executive Officer or
     Chief  Financial  Officer  stating that such financial statements have been
     prepared  in  accordance  with  GAAP  and  whether  or not such officer has
     knowledge  of  the  occurrence  of  any Event of Default (as defined in the
     Note)  and,  if  so,  stating  in  reasonable detail the facts with respect
     thereto;

          (b)     As  soon  as available and in any event within sixty (60) days
     after  the  end  of  each  fiscal quarter of Garwood, an unaudited/internal
     balance sheet and statements of income, retained earnings and cash flows of
     Garwood  as  at  the  end  of and for such quarter and for the year to date
     period then ended, in reasonable detail and stating in comparative form the
     figures  for  the  corresponding date and periods in the previous year, all
     prepared  in  accordance  with  GAAP,  but without footnotes and subject to
     year-end  adjustments  and  accompanied  by  a  certificate  of  Garwood's
     President,  Chief Executive Officer or Chief Financial Officer, stating (i)
     that  such financial statements have been prepared in accordance with GAAP,
     subject to year-end audit adjustments, and (ii) whether or not such officer
     has  knowledge of the occurrence of any Event of Default (as defined in the
     Note)  not  theretofore  reported  and  remedied  and,  if  so,  stating in
     reasonable  detail  the  facts  with  respect  thereto;

          (c)     As  soon as available and in any event within thirty (30) days
     after  the  end  of  each  calendar  month,  an  unaudited/internal balance
     sheet and statements of income, retained earnings and cash flows of Garwood
     as  at  the  end of and for such month and for the year to date period then
     ended, in reasonable detail and stating in comparative form the figures for
     the  corresponding  date  and periods in the previous year, all prepared in
     accordance  with  GAAP,  but  without  footnotes  and  subject  to year-end
     adjustments  and accompanied by a certificate of Garwood's President, Chief
     Executive  Officer  or  Chief  Financial  Officer,  stating  (i)  that such
     financial statements have been prepared in accordance with GAAP, subject to
     year-end  audit  adjustments,  and  (ii)  whether  or  not such officer has
     knowledge  of  the  occurrence  of  any Event of Default (as defined in the
     Note)  not  theretofore  reported  and  remedied  and,  if  so,  stating in
     reasonable  detail  the  facts  with  respect  thereto;  and

          (d)     Garwood  shall deliver such other information as the Purchaser
     shall  reasonably  request.

          6.2     Use of Funds. Garwood shall use the proceeds of  the  sale  of
                  ------------
the  Note  and  the  Warrant  solely for the following: (a) to pay the items set
forth  on  schedule  6.2  hereof,  and (b) to fund transaction costs and working
capital,  plus  such other amounts as may be payable by Garwood to the Purchaser
under  the terms of the Proposal Letter provided by the Purchaser to Petrosearch
in  connection  with  the  transactions  contemplated  hereby.

          6.3     Access  to Facilities. Garwood will permit any representatives
                  ---------------------
designated  by  the  Purchaser (or any successor of the Purchaser), at Garwood's
expense  and  upon  reasonable notice and during normal business hours (provided
that  no  such  prior  notice  shall  be  required  to be given in the event the
Purchaser  believes  such  access  is  necessary  to  preserve  or  protect  the


                                       14
<PAGE>
Collateral  (as  defined  in  the  Master  Security  Agreement) or following the
occurrence  and during the continuance of an Event of Default (as defined in the
Note)),  to:

          (a)     visit  and  inspect  any  of  Garwood's  properties;

          (b)     examine  Garwood's  corporate  and  financial records and make
     copies  thereof  or  extracts  therefrom;  and

          (c)     discuss the affairs, finances and accounts of Garwood with the
     directors,  officers  and  independent  accountants  of  Garwood.

          6.4     Taxes. Garwood will promptly pay and discharge, or cause to be
                  -----
paid  and  discharged,  when  due  and  payable,  all  taxes,  assessments  and
governmental  charges  or  levies  imposed upon its income, profits, property or
business;  provided, however, that any such tax, assessment, charge or levy need
not be paid currently if (i) the validity thereof shall currently and diligently
be  contested  in  good  faith  by  appropriate  proceedings,  (ii)  such  tax,
assessment,  charge  or  levy  shall  have no effect on the lien priority of the
Purchaser  in  any property of Garwood and (iii) if Garwood shall have set aside
on its books adequate reserves with respect thereto in accordance with GAAP; and
provided, further, that Garwood will pay all such taxes, assessments, charges or
levies  forthwith  upon  the  commencement  of proceedings to foreclose any lien
which  may  have  attached  as  security  therefor.

          6.5     Insurance. Garwood  will  keep  its  assets  which  are  of an
                  ---------
insurable  character insured by financially sound and reputable insurers against
loss or damage by fire, explosion and other risks customarily insured against by
companies  in  similar  business similarly situated as Garwood; and Garwood will
maintain, with financially sound and reputable insurers, insurance against other
hazards and risks and liability to persons and property to the extent and in the
manner  which  is customary for companies in similar business similarly situated
as Garwood and to the extent available on commercially reasonable terms. Garwood
will  bear  the  full  risk  of loss from any loss of any nature whatsoever with
respect  to the assets pledged to the Purchaser as security for their respective
obligations  hereunder  and  under the Related Agreements. At Garwood's cost and
expense,  and  in  amounts  and  with  carriers  reasonably  acceptable  to  the
Purchaser, Garwood shall (i) keep all its insurable properties and properties in
which  it  has an interest insured against the hazards of fire, flood, sprinkler
leakage,  those  hazards  covered  by extended coverage insurance and such other
hazards,  and for such amounts, as is customary in the case of companies engaged
in  businesses  similar  to Garwood's including business interruption insurance;
(ii)  maintain  a  bond in such amounts as is customary in the case of companies
engaged  in  businesses  similar  to  Garwood's  insuring  against  larceny,
embezzlement  or  other  criminal  misappropriation  of  insured's  officers and
employees  who  may either singly or jointly with others at any time have access
to  the  assets  or  funds  of  Garwood  either directly or through governmental
authority to draw upon such funds or to direct generally the disposition of such
assets;  (iii)  maintain Well Control and Extra Expense Insurance; (iv) maintain
Pollution  and  Clean Up Liability Insurance; (v) maintain Comprehensive General
Liability  Insurance;  (vi)  maintain  all such worker's compensation or similar
insurance  as  may  be  required  under the laws of any state or jurisdiction in
which  Garwood  is engaged in business; and (vii) furnish the Purchaser with (x)
copies of all policies and evidence of the maintenance of such policies at least
thirty  (30)  days  before any expiration date, (y) excepting Garwood's workers'
compensation


                                       15
<PAGE>
policy,  endorsements  to  such policies naming the Purchaser as "co-insured" or
"additional  insured"  and  appropriate  loss  payable  endorsements in form and
substance satisfactory to the Purchaser, naming the Purchaser as loss payee, and
(z)  evidence  that  as  to  the  Purchaser  the insurance coverage shall not be
impaired  or  invalidated  by any act or neglect of Garwood and the insurer will
provide  the  Purchaser  with  at  least  thirty  (30)  days  notice  prior  to
cancellation. Garwood shall instruct the insurance carriers that in the event of
any  loss  thereunder,  the carriers shall make payment for such loss to Garwood
and  the  Purchaser jointly. In the event that as of the date of receipt of each
loss  recovery  upon any such insurance, the Purchaser has not declared an event
of default with respect to this Agreement or any of the Related Agreements, then
Garwood  shall  be  permitted  to  direct  the application of such loss recovery
proceeds  toward investment in property, plant and equipment that would comprise
"Collateral" secured by the Purchaser's security interest pursuant to the Master
Security  Agreement or such other security agreement as shall be required by the
Purchaser,  with  any  surplus  funds  to  be  applied  toward  payment  of  the
obligations  of  Garwood  to  the Purchaser. In the event that the Purchaser has
properly  declared  an event of default with respect to this Agreement or any of
the  Related Agreements, then all loss recoveries received by the Purchaser upon
any  such  insurance  thereafter  may  be  applied to the obligations of Garwood
hereunder  and  under the Related Agreements, in such order as the Purchaser may
determine.  Any  surplus (following satisfaction of Garwood's obligations to the
Purchaser)  shall  be  paid  by  the  Purchaser  to Garwood or applied as may be
otherwise  required  by  law. Any deficiency thereon shall be paid by Garwood to
the  Purchaser,  on  demand.

          6.6     Intellectual Property. Garwood shall maintain  in  full  force
                  ---------------------
and  effect  its  existence,  rights  and  franchises and all licenses and other
rights  to  use  Intellectual  Property  owned or possessed by it and reasonably
deemed  to  be  necessary  to  the  conduct  of  its  business.

          6.7     Properties. Garwood  will  keep its properties in good repair,
                  ----------
working order and condition, reasonable wear and tear excepted, and from time to
time  make all needful and proper repairs, renewals, replacements, additions and
improvements  thereto.  Garwood  will maintain in full force and effect all oil,
gas or mineral leases, contracts, servitudes and other agreements to which it is
a  party,  and  Garwood  will  timely perform all of its obligations thereunder.
Garwood will properly and timely pay all rents, royalties and other payments due
and  payable  under any such leases, contracts, servitudes and other agreements,
or  otherwise  attendant to its ownership or operation of any of its properties.

          6.8     Confidentiality. Garwood  will  not  disclose,  and  will  not
                  ---------------
include  in any public announcement, the name of the Purchaser, unless expressly
agreed  to  by  the Purchaser or unless and until such disclosure is required by
law  or  applicable regulation, and then only to the extent of such requirement.

          6.9     Required  Approvals. Except  as  set  forth  on  Schedule 6.9,
                  -------------------                              ------------
Garwood  shall  not,  without  the  prior  written  consent  of  the Purchaser,:

          (a)     directly  or  indirectly  declare  or  pay  any  dividends;

          (b)     liquidate,  dissolve  or  effect  a  reorganization  (it being
     understood  that  in  no  event  shall Garwood dissolve, liquidate or merge
     with  any  other  person  or  entity);


                                       16
<PAGE>
          (c)     become  subject  to  (including, without limitation, by way of
     amendment  to  or  modification  of)  any  agreement or instrument which by
     its  terms  would  (under  any  circumstances)  restrict Garwood's right to
     perform  the  provisions of this Agreement, any Related Agreement or any of
     the  agreements  contemplated  hereby  or  thereby;

          (d)     alter  or  change  the  scope  of  its  business;

          (e)     (i)  create, incur, assume or suffer to exist any indebtedness
     (exclusive  of  trade  debt  and  debt  incurred to finance the purchase of
     equipment  (not  in excess of five percent (5%) of the fair market value of
     Garwood's  assets))  whether  secured or unsecured other than (x) Garwood's
     obligations  owed  to the Purchaser, (y) indebtedness set forth on Schedule
     6.9  attached  hereto  and  made  a  part  hereof  and  any refinancings or
     replacements  thereof  on terms no less favorable to the Purchaser than the
     indebtedness  being  refinanced  or  replaced,  and  (z)  any  indebtedness
     incurred  in  connection with the purchase of assets (other than equipment)
     in  the  ordinary  course  of business, or any refinancings or replacements
     thereof  on  terms no less favorable to the Purchaser than the indebtedness
     being  refinanced  or  replaced, so long as any lien relating thereto shall
     only encumber the fixed assets so purchased and no other assets of Garwood;
     (ii)  cancel  any  indebtedness  owing  to  it  in excess of $10,000 in the
     aggregate  during  any 12 month period; (iii) assume, guarantee, endorse or
     otherwise  become  directly  or  contingently liable in connection with any
     obligations  of  any  other  person  or  entity,  except the endorsement of
     negotiable  instruments  by  Garwood  for  deposit or collection or similar
     transactions  in  the  ordinary  course  of  business  or  guarantees  of
     indebtedness  otherwise permitted to be outstanding pursuant to this clause
     (e);  and/or

          (f)     create  or acquire any Subsidiary after the date hereof unless
     (i)  such  Subsidiary  is  a  wholly-owned  Subsidiary  of Garwood and (ii)
     such  Subsidiary  becomes a party to the Master Security Agreement, a Stock
     Pledge  Agreement  and  the  Subsidiary  Guaranty  (either  by  executing a
     counterpart  thereof  or  an  assumption  or  joinder  agreement in respect
     thereof)  and,  to  the  extent  required  by the Purchaser, satisfies each
     condition  of  this  Agreement  and  the  Related  Agreements  as  if  such
     Subsidiary  were  a  Subsidiary  on  the  Closing  Date.

          6.10     Opinion. On  the  Closing  Date,  Garwood will deliver to the
                   -------
Purchaser  an  opinion acceptable to the Purchaser from Garwood's external legal
counsel  in  the  form  of  Exhibit C hereto. Garwood will provide, at Garwood's
                            ---------
expense,  such  other  legal  opinions  in  the  future as are deemed reasonably
necessary  by the Purchaser (and acceptable to the Purchaser) in connection with
the  exercise  of  any  Warrant.

          6.11     Margin  Stock. Garwood will not permit any of the proceeds of
                   -------------
the  Note  or  any  Warrant  to  be used directly or indirectly to "purchase" or
"carry"  "margin  stock"  or  to  repay  indebtedness  incurred to "purchase" or
"carry"  "margin  stock"  within  the  respective meanings of each of the quoted
terms under Regulation U of the Board of Governors of the Federal Reserve System
as  now  and  from  time  to  time  hereafter  in  effect.


                                       17
<PAGE>
          6.12     Financing  Right  of  First  Refusal.
                   ------------------------------------

          (a)     Until  such  time  as  all  indebtedness  and/or  monetary
     obligations  owing  to  the  Purchaser  in connection with the transactions
     contemplated  by  this  Agreement  or  any  Related  Agreement  have  been
     indefeasibly  paid  in full, Garwood hereby grants to the Purchaser a right
     of  first refusal to provide any Additional Financing (as defined below) to
     be  issued  by Garwood, subject to the following terms and conditions. From
     and  after  the  date  hereof,  prior  to  the incurrence of any additional
     indebtedness and/or the sale or issuance of any equity interests of Garwood
     (an  "Additional  Financing"),  Garwood  shall  notify the Purchaser of its
     intention to enter into such Additional Financing. In connection therewith,
     Garwood  shall submit a fully executed term sheet (a "Proposed Term Sheet")
     to  the  Purchaser  setting  forth the terms, conditions and pricing of any
     such  Additional  Financing  (such  financing  to  be  negotiated on "arm's
     length"  terms  and  the  terms  thereof  to  be  negotiated in good faith)
     proposed to be entered into by Garwood. The Purchaser shall have the right,
     but  not  the  obligation,  to  deliver  its  own  proposed term sheet (the
     "Purchaser  Term  Sheet") setting forth the terms and conditions upon which
     the  Purchaser  would  be  willing  to provide such Additional Financing to
     Garwood.  The Purchaser Term Sheet shall contain terms no less favorable to
     Garwood  than  those  outlined  in Proposed Term Sheet. The Purchaser shall
     deliver  such  Purchaser  Term Sheet within ten calendar days of receipt of
     each  such  Proposed  Term  Sheet.  If the provisions of the Purchaser Term
     Sheet  are  at  least  as favorable to the Garwood as the provisions of the
     Proposed Term Sheet, Garwood shall enter into and consummate the Additional
     Financing  transaction  outlined  in  the  Purchaser  Term  Sheet.

          (b)     Garwood  will  not  agree,  directly  or  indirectly,  to  any
     restriction  with  any  person  or  entity  which limits the ability of the
     Purchaser  to  consummate  an  Additional  Financing  with  Garwood.

          6.13     Authorization  and Reservation of Shares.  Garwood  shall  at
                   ----------------------------------------
all  times have authorized and reserved a sufficient number of shares of Garwood
Common  Stock  to  provide  for  the  exercise  of  the  Warrant.

          6.14     Summaries; Reports. Garwood shall deliver to  the  Purchaser,
                   ------------------
as  soon  as available and in any event by the 15th day of each month, summaries
of  its  lease  operating  expenses  and  production relating to its oil and gas
properties  as and for the immediately preceding month. Garwood shall deliver to
the  Purchaser,  as  soon  as available and in any event within thirty (30) days
after  the  end  of each fiscal quarter of Garwood, or at such other time as the
Purchaser shall request, an economic reserve report concerning Garwood's oil and
gas  properties prepared by a registered professional engineer chosen by Garwood
and  reasonably  acceptable  to  the  Purchaser.

          6.15     Registration  Rights. Not  later  than ten (10) business days
                   --------------------
prior  to  Garwood's,  completion, if ever, of an initial public offering of its
securities or the public trading of Garwood's securities (i.e. through a reverse
merger or otherwise), Garwood shall execute in favor of Purchaser a Registration
Rights  Agreement  containing, without limitation, piggyback registration rights
provisions  reasonably  satisfactory  to  Purchaser,  in  form  and  substance
reasonably  satisfactory to Purchaser, with respect to the shares underlying the
Warrant,  as  applicable,  the  provisions of which shall be deemed incorporated
herein by reference to the extent necessary to effectuate the purpose and intent
of  this  provision.  The  provisions  of  this


                                       18
<PAGE>
Section  6.15  shall  not  be  subject  to  any  cure  or grace period as may be
applicable  thereto  under  any  Related  Agreement.

     7.     Covenants  of the Purchaser. The Purchaser covenants and agrees with
            ---------------------------
Garwood  as  follows:

          7.1     Confidentiality. The Purchaser will not disclose, and will not
                  ---------------
include in any public announcement, the name of Garwood, unless expressly agreed
to  by Garwood or unless and until such disclosure is required by Applicable Law
or  applicable  regulation,  and  then  only  to the extent of such requirement.

          7.2     Limitation  on  Acquisition  of  Common  Stock  of Garwood.
                  ----------------------------------------------------------
Notwithstanding  anything  to  the  contrary  contained  in  this Agreement, any
Related  Agreement  or  any  document,  instrument  or agreement entered into in
connection  with  any  other transactions between the Purchaser and Garwood, the
Purchaser  may  not  acquire  stock  in  Garwood (including, without limitation,
pursuant  to  a  contract  to  purchase,  by exercising an option or warrant, by
converting  any  other  security  or  instrument, by acquiring or exercising any
other  right  to  acquire,  shares  of  stock or other security convertible into
shares of stock in Garwood, or otherwise, and such contracts, options, warrants,
conversion  or  other  rights  shall  not  be enforceable or exercisable) to the
extent  such  stock acquisition would cause any interest (including any original
issue discount) payable by Garwood to the Purchaser not to qualify as "portfolio
interest"  within  the  meaning  of  Section 881(c)(2) of the Code, by reason of
Section  881(c)(3)  of  the Code, taking into account the constructive ownership
rules  under  Section  871(h)(3)(C)  of  the  Code  (the  "Stock  Acquisition
Limitation").  The  Stock Acquisition Limitation shall automatically become null
and void without any notice to Garwood upon the existence of an Event of Default
(as  defined  in  the  Note).

     8.     Covenants  of  Garwood  and the Purchaser Regarding Indemnification.
            -------------------------------------------------------------------

          8.1     Garwood  Indemnification. Garwood  agrees  to  indemnify, hold
                  ------------------------
harmless,  reimburse and defend the Purchaser, each of the Purchaser's officers,
directors,  agents,  affiliates,  control  persons,  and principal shareholders,
against all claims, costs, expenses, liabilities, obligations, losses or damages
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Purchaser  which  result,  arise  out  of  or  are  based  upon:  (i)  any
misrepresentation  by  Garwood  or  breach  of  any  warranty by Garwood in this
Agreement,  any other Related Agreement or in any exhibits or schedules attached
hereto  or  thereto;  or (ii) any breach or default in performance by Garwood of
any  covenant  or  undertaking  to  be performed by Garwood hereunder, under any
other  Related  Agreement or any other agreement entered into by Garwood and the
Purchaser  relating  hereto or thereto; or (iii) (a) the violation of any local,
state or federal law, rule or regulation pertaining to environmental regulation,
contamination or cleanup (collectively, "Environmental Laws"), including without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act  of  1980  (42 U.S.C.  9601 et seq. and 40 CFR  302.1 et seq.), the Resource
Conservation  and  Recovery  Act  of 1976 (42 U.S.C.  6901 et seq.), the Federal
Water  Pollution  Control  Act  (33  U.S.C.  1251  et seq., and 40 CFR  116.1 et
seq.),  the Hazardous Materials Transportation Act (49 U.S.C.  1801 et seq.) and
the  regulations  promulgated pursuant to said laws, all as amended and relating
to  or  affecting  Garwood  or Garwood's properties, whether or not caused by or
within  the  control  of  the  Purchaser  and/or  (b)


                                       19
<PAGE>
the  presence,  release  or  threat  of  release  of  any  hazardous  materials
(including,  without  limitation, asbestos, polychlorinated biphenyls, petroleum
products,  flammable explosives, radioactive materials, infectious substances or
raw  materials  which include hazardous constituents) on, in, under or affecting
all  or  any  portion  of  any  property  of  Garwood  or any surrounding areas,
regardless  of  whether or not caused by or within the control of the Purchaser.

          8.2     Purchaser's  Indemnification.  The  Purchaser  agrees  to
                  ----------------------------
indemnify,  hold  harmless,  reimburse  and defend Garwood and each of Garwood's
officers,  directors,  agents,  affiliates,  control  persons  and  principal
shareholders,  at  all  times  against any claims, costs, expenses, liabilities,
obligations,  losses or damages (including reasonable legal fees) of any nature,
incurred  by  or  imposed  upon  Garwood which result, arise out of or are based
upon:  (i)  any  misrepresentation by the Purchaser or breach of any warranty by
the  Purchaser in this Agreement or in any exhibits or schedules attached hereto
or  any Related Agreement; or (ii) any material breach or default in performance
by the Purchaser of any covenant or undertaking to be performed by the Purchaser
hereunder,  or  any  other  agreement  entered into by Garwood and the Purchaser
relating  hereto.

     9.     Miscellaneous.
            -------------

          9.1     Governing  Law,  Jurisdiction  and  Waiver  of  Jury  Trial.
                  -----------------------------------------------------------

          (a)     THIS  AGREEMENT  AND  THE  OTHER  RELATED  AGREEMENTS SHALL BE
     GOVERNED  BY  AND  CONSTRUED  AND  ENFORCED  IN ACCORDANCE WITH THE LAWS OF
     THE  STATE  OF  NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
     STATE,  WITHOUT  REGARD  TO  PRINCIPLES  OF  CONFLICTS  OF  LAWS.

          (b)     GARWOOD  HEREBY  CONSENTS AND AGREES THAT THE STATE OR FEDERAL
     COURTS  LOCATED  IN  THE  COUNTY  OF NEW YORK, STATE OF NEW YORK SHALL HAVE
     EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
     GARWOOD,  ON THE ONE HAND, AND THE PURCHASER, ON THE OTHER HAND, PERTAINING
     TO THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS OR TO ANY MATTER ARISING
     OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER RELATED AGREEMENTS;
     PROVIDED,  THAT THE PURCHASER AND GARWOOD ACKNOWLEDGE THAT ANY APPEALS FROM
     THOSE  COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY
     OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT, NOTHING IN THIS
     AGREEMENT  SHALL  BE  DEEMED  OR  OPERATE  TO  PRECLUDE  THE PURCHASER FROM
     BRINGING  SUIT  OR  TAKING  OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO
     COLLECT  THE  OBLIGATIONS,  TO REALIZE ON THE COLLATERAL (AS DEFINED IN THE
     MASTER  SECURITY  AGREEMENT)  OR ANY OTHER SECURITY FOR THE OBLIGATIONS (AS
     DEFINED  IN  THE  MASTER  SECURITY  AGREEMENT), OR TO ENFORCE A JUDGMENT OR
     OTHER  COURT ORDER IN FAVOR OF THE PURCHASER. GARWOOD EXPRESSLY SUBMITS AND
     CONSENTS  IN  ADVANCE  TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED


                                       20
<PAGE>
     IN  ANY  SUCH  COURT,  AND  HEREBY  WAIVES  ANY OBJECTION WHICH IT MAY HAVE
     BASED  UPON  LACK  OF  PERSONAL  JURISDICTION,  IMPROPER VENUE OR FORUM NON
     CONVENIENS.  GARWOOD  HEREBY  WAIVES  PERSONAL  SERVICE  OF  THE  SUMMONS,
     COMPLAINT  AND  OTHER  PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES
     THAT  SERVICE  OF  SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY
     REGISTERED  OR CERTIFIED MAIL ADDRESSED TO GARWOOD AT THE ADDRESS SET FORTH
     IN  SECTION 9.8 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE
     EARLIER OF GARWOOD'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT
     IN  THE  U.S.  MAILS,  PROPER  POSTAGE  PREPAID.

          (c)     THE  PARTIES  DESIRE  THAT  THEIR  DISPUTES  BE  RESOLVED BY A
     JUDGE  APPLYING  SUCH  APPLICABLE  LAWS.  THEREFORE,  TO  ACHIEVE  THE BEST
     COMBINATION  OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE
     PARTIES  HERETO  WAIVE  ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
     PROCEEDING  BROUGHT  TO  RESOLVE  ANY DISPUTE, WHETHER ARISING IN CONTRACT,
     TORT,  OR  OTHERWISE  BETWEEN  THE  PURCHASER  AND  GARWOOD ARISING OUT OF,
     CONNECTED  WITH,  RELATED  OR  INCIDENTAL  TO  THE RELATIONSHIP ESTABLISHED
     BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY OTHER RELATED AGREEMENT
     OR  THE  TRANSACTIONS  RELATED  HERETO  OR  THERETO.

          9.2     Severability. Wherever  possible  each  provision  of  this
                  ------------
Agreement  and  the Related Agreements shall be interpreted in such manner as to
be  effective  and  valid  under  applicable  law,  but if any provision of this
Agreement  or any Related Agreement shall be prohibited by or invalid or illegal
under  applicable  law such provision shall be ineffective to the extent of such
prohibition  or  invalidity or illegality, without invalidating the remainder of
such provision or the remaining provisions thereof which shall not in any way be
affected  or  impaired  thereby.

          9.3     Survival. The  representations,  warranties,  covenants  and
                  --------
agreements  made herein shall survive any investigation made by the Purchaser or
Garwood  and  the  closing of the transactions contemplated hereby to the extent
provided  therein.  All  statements  as  to  factual  matters  contained  in any
certificate  or  other  instrument delivered by or on behalf of Garwood pursuant
hereto  in  connection with the transactions contemplated hereby shall be deemed
to  be representations and warranties by Garwood hereunder solely as of the date
of  such  certificate  or  instrument.  All  indemnities  set forth herein shall
survive  the  execution, delivery and termination of this Agreement and the Note
and  the  making  and  repayment of the obligations arising hereunder, under the
Note  and  under  the  other  Related  Agreements.

          9.4     Successors. Except as otherwise expressly provided herein, the
                  ----------
provisions  hereof  shall  inure  to  the  benefit  of, and be binding upon, the
successors,  heirs, executors and administrators of the parties hereto and shall
inure  to the benefit of and be enforceable by each person or entity which shall
be  a  holder  of  the  Securities  from  time  to  time,  other  than  the


                                       21
<PAGE>
holders  of  common  stock which has been sold by the Purchaser pursuant to Rule
144  or Rule 904 under the Securities Act or other resale restriction provisions
of  applicable  securities  laws.

          9.5     Entire  Agreement;  Maximum  Interest.  This  Agreement,  the
                  -------------------------------------
Related  Agreements, the exhibits and schedules hereto and thereto and the other
documents delivered pursuant hereto constitute the full and entire understanding
and  agreement  between  the  parties  with regard to the subjects hereof and no
party  shall  be  liable  or  bound  to  any  other  in  any  manner  by  any
representations, warranties, covenants and agreements except as specifically set
forth  herein  and  therein.  Nothing  contained  in this Agreement, any Related
Agreement  or  in  any  document  referred  to herein or delivered in connection
herewith  shall  be  deemed  to  establish  or  require the payment of a rate of
interest  or other charges in excess of the maximum rate permitted by applicable
law.  In the event that the rate of interest or dividends required to be paid or
other  charges  hereunder  exceed  the  maximum  rate permitted by such law, any
payments  in  excess  of  such maximum made by Garwood shall be credited against
amounts  owed  by  Garwood  to  the  Purchaser.

          9.6     Amendment  and  Waiver.
                  ----------------------

          (a)     This  Agreement  may  be  amended  or  modified  only upon the
     written  consent  of  Garwood  and  the  Purchaser.

          (b)     The  obligations  of  Garwood  and the rights of the Purchaser
     under  this  Agreement  may  be  waived  only  with  the written consent of
     the  Purchaser.

          (c)     The  obligations  of  the  Purchaser and the rights of Garwood
     under  this  Agreement  may  be  waived  only  with  the written consent of
     Garwood.

          9.7     Delays or Omissions. It is agreed that no delay or omission to
                  -------------------
exercise  any  right,  power  or  remedy accruing to any party, upon any breach,
default  or  noncompliance  by another party under this Agreement or the Related
Agreements,  shall  impair  any  such  right,  power  or remedy, nor shall it be
construed  to  be  a waiver of any such breach, default or noncompliance, or any
acquiescence  therein,  or of or in any similar breach, default or noncompliance
thereafter  occurring.  All remedies, either under this Agreement or the Related
Agreements,  by  law or otherwise afforded to any party, shall be cumulative and
not  alternative.

          9.8     Notices. All  notices required or permitted hereunder shall be
                  -------
in  writing  and  shall  be  deemed  effectively  given:

          (a)     upon  personal  delivery  to  the  party  to  be  notified;

          (b)     when  sent  by  confirmed  facsimile  if  sent  during  normal
     business  hours  of  the  recipient,  if  not,  then  on  the next business
     day;

          (c)     three  (3)  business days after having been sent by registered
     or  certified  mail,  return  receipt  requested,  postage  prepaid;  or

          (d)     one  (1)  day  after  deposit  with  a  nationally  recognized
     overnight  courier,  specifying  next  day  delivery,  with  written
     verification  of  receipt.


                                       22
<PAGE>
All communications shall be sent as follows:
                              c/o Garwood Petrosearch, Inc.
     If to Garwood, to:       675 Bering Drive, Suite 200,
                              Houston, TX 77057
                              Attention: David Collins
                              Facsimilie: 713-961-9338

                              with a copy to:

                              James M. Hughes
                              1777 N.E. Loop 410, Suite 1500
                              San Antonio, TX 78217
                              Telephone: (210) 821-5900
                              Facsimilie:
                                          --------------

     If to the Purchaser,     Laurus Master Fund, Ltd.
     to:                      c/o M&C Corporate Services Limited
                              P.O. Box 309 GT
                              Ugland House
                              George Town
                              South Church Street
                              Grand Cayman, Cayman Islands
                              Facsimile:     345-949-8080

                              with a copy to:

                              John E. Tucker, Esq.
                              825 Third Avenue 14th Floor
                              New York, New York 10022
                              Facsimile:     212-541-4434

                              and to:

                              Barry Davis, Esq.
                              333 Clay Street, Suite 3300
                              Houston, Texas 77002
                              Facsimilie: 832-327-8104

or  at  such  other address as Garwood or the Purchaser may designate by written
notice  to  the  other  parties  hereto  given  in  accordance  herewith.

          9.9     Attorneys'  Fees. In  the  event  that  any  suit or action is
                  ----------------
instituted  to enforce any provision in this Agreement or any Related Agreement,
the  prevailing  party  in  such  dispute  shall be entitled to recover from the
losing  party  all  fees,  costs  and  expenses  of  enforcing any right of such
prevailing  party  under  or  with respect to this Agreement and/or such Related
Agreement,  including,  without limitation, such reasonable fees and expenses of
attorneys  and  accountants,  which shall include, without limitation, all fees,
costs  and  expenses  of  appeals.


                                       23
<PAGE>
          9.10     Titles  and  Subtitles. The  titles  of  the  sections  and
                   ----------------------
subsections  of this Agreement are for convenience of reference only and are not
to  be  considered  in  construing  this  Agreement.

          9.11     Facsimile  Signatures;  Counterparts. This  Agreement  may be
                   ------------------------------------
executed  by  facsimile  signatures  and  in any number of counterparts, each of
which  shall  be  an  original,  but  all of which together shall constitute one
agreement.

          9.12     Broker's  Fees. Except  as set forth on Schedule 9.12 hereof,
                   --------------
each  party  hereto  represents  and  warrants that no agent, broker, investment
banker,  person or firm acting on behalf of or under the authority of such party
hereto  is  or  will  be  entitled  to any broker's or finder's fee or any other
commission  directly  or  indirectly  in  connection  with  the  transactions
contemplated  herein.  Each  party hereto further agrees to indemnify each other
party  for  any  claims,  losses  or  expenses incurred by such other party as a
result  of  the  representation  in  this  Section  9.12  being  untrue.

          9.13     Construction. Each  party acknowledges that its legal counsel
                   ------------
participated  in  the  preparation  of this Agreement and the Related Agreements
and, therefore, stipulates that the rule of construction that ambiguities are to
be  resolved  against  the  drafting  party  shall  not  be  applied  in  the
interpretation  of  this  Agreement  or any Related Agreement to favor any party
against  the  other.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                       24
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  the SECURITIES
PURCHASE  AGREEMENT  as  of  the  date  set forth in the first paragraph hereof.


GARWOOD:                              PURCHASER:

GARWOOD PETROSEARCH, INC.             LAURUS MASTER FUND, LTD.

By:    /s/ Richard D. Dole            By:    /s/ illegible
       ---------------------------           ---------------------------

Name:  Richard D. Dole                Name:  illegible
       ---------------------------           ---------------------------

Title: Manager                        Title: illegible
       ---------------------------           ---------------------------


<PAGE>
                                    EXHIBIT A

                                  FORM OF NOTE


<PAGE>
                                    EXHIBIT B

                                 FORM OF WARRANT


<PAGE>
                                    EXHIBIT C

                                 FORM OF OPINION

    [A SEPARATE LEGAL OPINION WILL BE REQUIRED REGARDING THE DEEDS OF TRUST AND
                      PERFECTION IN OIL AND GAS PROPERTIES]

     1.     Garwood  is a corporation duly incorporated, validly existing and in
good  standing  under  the laws of the jurisdiction of its formation and has all
requisite corporate power and authority to own, operate and lease its properties
and  to  carry  on  its  business  as  it  is  now  being  conducted.

     2.     Garwood  has the requisite corporate power and authority to execute,
deliver  and  perform  its  obligations  under  the  Agreement  and  the Related
Agreements.  All  necessary  corporate  action  on  the  part of Garwood and its
officers,  directors  and stockholders has been taken for: (i) the authorization
of  the  Agreement  and  the  Related  Agreements  and  the  performance  of all
obligations  of  Garwood  thereunder; and (ii) the authorization, sale, issuance
and  delivery  of  the  Securities  pursuant  to  the  Agreement and the Related
Agreements.  The  Warrant Shares, when issued pursuant to and in accordance with
the  terms  of the Agreement and the Related Agreements and upon delivery, shall
be  validly  issued  and  outstanding,  fully  paid  and  non  assessable.

     3.     The  execution, delivery and performance by Garwood of the Agreement
and  the Related Agreements (to which it is a party) and the consummation of the
transactions  on its part contemplated by any thereof, will not, with or without
the  giving  of  notice  or  the  passage  of  time  or  both:

          (a)     Violate the provisions of its respective Charter or bylaws; or

          (b)     Violate  any  judgment,  decree,  order  or award of any court
     binding  upon  Garwood;  or

          (c)     Except  with  respect  to  the  Deed  of Trust, as to which we
     express  no  opinion,  violate  any  Texas  or  federal  law,  rule  or
     regulation  that  a  lawyer  practicing  in  the  State of Texas exercising
     customary  professional  diligence  would  reasonably  recognize  to  be
     applicable to Garwood and to the transactions contemplated by the Agreement
     and  the  Related  Agreements.

     4.     The  Agreement  and  the  Related Agreements (other than the Deed of
Trust,  as  to  which  we express no opinion) will constitute, valid and legally
binding  obligations  of Garwood (to the extent such entity is a party thereto),
and  are  enforceable  against  Garwood  party  thereto in accordance with their
respective  terms,  except:

          (a)     as  limited  by  applicable  bankruptcy,  insolvency,
     reorganization,  moratorium,  fraudulent  conveyance  or  other  laws  of
     general  application  affecting  enforcement  of  creditors'  rights;  and


<PAGE>
          (b)     general principles of equity that restrict the availability of
     equitable  or  legal  remedies.

     5.     The  sale  of  the  Note  is not subject to any preemptive rights or
rights of first refusal that have not been properly waived or complied with. The
sale  of  the  Warrant  and  the  subsequent exercise of the Warrant for Warrant
Shares  are not subject to any preemptive rights or rights of first refusal that
have  not  been  properly  waived  or  complied  with.

     6.     The  offer,  sale and issuance of the Securities on the Closing Date
will  be  exempt  from  the  registration  requirements  of  the Securities Act.

     7.     There  is  no  action,  suit, proceeding or investigation pending or
currently threatened against Garwood that prevents the right of Garwood to enter
into  this Agreement or any Related Agreement, or to consummate the transactions
contemplated  thereby.

     8.     The  terms  and  provisions of the Master Security Agreement and the
Stock  Pledge  Agreements  create  a  valid  security  interest  in favor of the
Purchaser,  in  the  respective  rights,  title  and  interests  of  Garwood and
Petrosearch  in and to the Collateral (as defined in each of the Master Security
Agreement  and  the  Stock  Pledge  Agreements).  Each UCC-1 Financing Statement
naming  Garwood  as  debtor and the Purchaser as secured party is in proper form
for  filing  and  assuming  that such UCC-1 Financing Statements have been filed
with  the  Secretary  of State of Texas, the security interest created under the
Master  Security  Agreement  will constitute a perfected security interest under
the  Uniform  Commercial  Code  in  favor  of  the  Purchaser  in respect of the
Collateral  that  can be perfected by filing a financing statement. After giving
effect  to  the delivery to the Purchaser of the stock certificates representing
the  ownership  interests  of  Petrosearch  in  Garwood (together with effective
endorsements),  and  assuming  the continued possession by the Purchaser of such
stock  certificates  in  the State of New York, the security interest created in
favor of the Purchaser under the Stock Pledge Agreements constitutes a valid and
enforceable  perfected  security  interest  in such ownership interests (and the
proceeds  thereof)  in  favor  of  the  Purchaser.  No filings, registrations or
recordings  are  required  in  order  to  perfect (or maintain the perfection or
priority  of) the security interest created under the Stock Pledge Agreements in
respect  of  such  ownership  interests.


<PAGE>
                                    EXHIBIT D

                            FORM OF ESCROW AGREEMENT