To:     Laurus Master Fund, Ltd.
        c/o M&C Corporate Services Limited
        P.O. Box 309 GT
        Ugland House
        South Church Street
        George Town
        Grand Cayman, Cayman Islands

Date:  November 1, 2006

To Whom It May Concern:

     1.     To  secure  the  payment  of all Obligations (as hereafter defined),
Garwood  Petrosearch,  Inc.,  a  Texas  corporation  ("Garwood"), and each other
entity  that  is  required to enter into this Master Security Agreement (each an
"Assignor"  and,  collectively,  the  "Assignors")  hereby assigns and grants to
Laurus Master Fund, Ltd. ("Laurus") a continuing security interest in all of the
following property now owned or at any time hereafter acquired by such Assignor,
or  in  which such Assignor now has or at any time in the future may acquire any
right,  title  or  interest:

          (a)     all  Receivables;

          (b)     all  General  Intangibles;

          (c)     all  Documents;

          (d)     all  Instruments;

          (e)     all  Inventory;

          (f)     all  Equipment;

          (g)     all  Deposit  Accounts;

          (h)     all  Investment  Property;

          (i)     All books and records (including, without limitation, customer
     lists,  marketing  information,  credit  files,  price  lists,  operating
     records,  vendor  and  supplier  price  lists,  sales  literature, computer
     software,  computer  hardware,  computer  disks and tapes and other storage
     media,  printouts  and  other  materials  and  records)  of  such  Assignor
     pertaining  to  any  of  the  Collateral.

          (j)     All  moneys  and  property of any kind of such Assignor in the
     possession  or  under  the  control  of  Laurus.

          (k)     all  Well  Data;  and


<PAGE>
          (l)     all  Proceeds  of  any  and  all  of  the  foregoing.

     In  each  case,  the  foregoing  shall  be  covered by this Master Security
Agreement,  whether  such  Assignor's  ownership  or  other  rights  therein are
presently  held  or  hereafter  acquired and howsoever such Assignor's interests
therein  may  arise or appear (whether by ownership, security interest, claim or
otherwise).

     All  the  aforesaid properties, rights and interests, together with any and
all substitutions, replacements, corrections or amendments thereto, or renewals,
extensions  or ratifications thereof, or of any instrument relating thereto, and
together  with  any  additions  thereto  which may be subjected to Laurus' Lien,
being  hereinafter  called  the  "Collateral".
                                  ----------

     As  used  herein,  the  following  terms shall have the following meanings:

     "Commercial  Tort  Claims"  means  a  claim arising in tort with respect to
      ------------------------
which the claimant is an Assignor, including but not limited to those identified
on  Schedule  A.
    -----------

     "Deposit  Accounts" means all "deposit accounts" (as defined in the UCC) or
      -----------------
other  demand,  time,  savings,  passbook, or similar accounts maintained with a
bank,  including  nonnegotiable  certificates  of  deposit.

     "Documents" means all "documents" (as defined in the UCC) or other receipts
      ---------
covering,  evidencing  or  representing  inventory,  equipment,  or other goods.

     "Equipment" means all "equipment" (as defined in the UCC) in whatever form,
      ---------
wherever  located, and whether now or hereafter existing, and all parts thereof,
all  accessions  thereto,  and  all  replacements  therefor.

     "General  Intangibles"  means  all "general intangibles" (as defined in the
      --------------------
UCC)  of any kind (including choses in action, Commercial Tort Claims, Software,
Payment  Intangibles, tax refunds, insurance proceeds, and contract rights), and
all  instruments,  security  agreements,  leases,  contracts,  and  other rights
(except  those  constituting  Receivables, Documents, or Instruments) to receive
payments  of  money  or  the  ownership or possession of property, including all
general  intangibles  under  which an account debtor's principal obligation is a
monetary  obligation.

     "Instruments"  means  all  "instruments",  "chattel  paper"  or "letters of
      -----------
credit"  (as  each  is  defined  in  the  UCC)  and all Letter-of-Credit Rights.

     "Inventory"  means  all  "inventory"  (as defined in the UCC) in all of its
      ---------
forms, wherever located and whether now or hereafter existing, including (a) all
movable  property  and  other goods held for sale or lease, all movable property
and other goods furnished or to be furnished under contracts of service, all raw
materials  and  work in process, and all materials and supplies used or consumed
in  a  business,  (b)  all  movable property and other goods which are part of a
product  or mass, (c) all movable property and other goods which are returned to
or  repossessed  by  the  seller, lessor, or supplier thereof, (d) all goods and
substances  in  which  any of the foregoing is commingled or to which any of the
foregoing  is  added,  and (e) all accessions to, products of, and documents for
any  of  the  foregoing.


                                        2
<PAGE>
     "Investment  Property"  means  all "investment property" (as defined in the
      --------------------
UCC)  and  all  other  securities,  whether  certificated  or  uncertificated,
securities  entitlements, securities accounts, commodity contracts, or commodity
accounts.

     "Letter-of-Credit  Rights" means all rights to payment or performance under
      ------------------------
a  "letter of credit" (as defined in the UCC) whether or not the beneficiary has
demanded  or  is  at  the  time  entitled  to  demand  payment  or  performance.

     "Lien" shall mean any mortgage, deed of trust, collateral assignment, lien,
      ----
pledge,  charge,  security  interest  or  other  encumbrance.

     "Payment  Intangibles"  means  all "payment intangibles" (as defined in the
      --------------------
UCC).

     "Proceeds"  means,  with  respect to any property of any kind, all proceeds
      --------
of,  and  all  other  profits,  products, rentals or receipts, in whatever form,
arising  from  any  sale,  exchange,  collection,  lease,  licensing  or  other
disposition  of,  distribution  in  respect  of, or other realization upon, such
property,  including  all claims against third parties for loss of, damage to or
destruction of, or for proceeds payable under (or unearned premiums with respect
to)  insurance  in  respect  of,  such property (regardless of whether Laurus is
named  a  loss  payee  thereunder),  and any payments paid or owing by any third
party  under any indemnity, warranty, or guaranty with respect to such property,
and  any  condemnation or requisition payments with respect to such property, in
each  case  whether  now  existing  or  hereafter  arising.

     "Restricted  Accounts" means any and all restricted accounts over which any
      --------------------
Assignor  has  granted  Laurus  control.

     "Receivables"  means  (a)  all  "accounts"  (as defined in the UCC) and all
      -----------
other rights to payment for goods or other personal property which have been (or
are to be) sold, leased, or exchanged or for services which have been (or are to
be)  rendered,  regardless  of  whether such accounts or other rights to payment
have been earned by performance and regardless of whether such accounts or other
rights  to  payment  are  evidenced  by or characterized as accounts receivable,
contract rights, book debts, notes, drafts or other obligations of indebtedness,
(b) all Documents and Instruments of any kind relating to such accounts or other
rights  to  payment  or otherwise arising out of or in connection with the sale,
lease  or  exchange  of  goods  or  other  personal property or the rendering of
services,  (c)  all  rights in, to, or under all security agreements, leases and
other  contracts  securing or otherwise relating to any such accounts, rights to
payment, Documents, or Instruments, (d) all rights in, to and under any purchase
orders,  service  contracts,  or  other contracts out of which such accounts and
other rights to payment arose (or will arise on performance), and (e) all rights
in  or  pertaining  to  any  goods arising out of or in connection with any such
purchase  orders,  service  contracts,  or  other contracts, including rights in
returned  or  repossessed  goods  and  rights  of  replevin,  repossession,  and
reclamation.

      "Software"  means  all  "software"  (as defined in the UCC), including all
       --------
computer  programs,  any  supporting  information  provided in connection with a
transaction  relating to a computer program, all licenses or other rights to use
any  of  such computer programs, and all license fees and royalties arising from
such  use  to  the  extent  permitted  by  such  license  or  rights.


                                        3
<PAGE>
      "Well  Data"  shall  mean  all  logs,  drilling  reports, division orders,
       ----------
transfer  orders,  operating  agreements,  contracts  and  other  agreements,
abstracts,  title  opinions,  files,  records, seismic data, memoranda and other
information  in  the  possession  or  control  of  any  Assignor or to which any
Assignor  has access relating to any of Assignors' oil and gas properties and/or
any  wells  located  thereon.

     2.     Except  as  otherwise  defined  herein,  all  capitalized terms used
herein  shall  have  the meanings provided such terms in the Securities Purchase
Agreement  referred  to below.  All items of Collateral which are defined in the
UCC shall have the meanings set forth in the UCC.  For purposes hereof, the term
"UCC"  means  the Uniform Commercial Code as the same may, from time to time, be
in  effect in the State of New York; provided, that in the event that, by reason
of  mandatory  provisions  of  law,  any or all of the attachment, perfection or
priority  of,  or  remedies  with  respect  to, Laurus' security interest in any
Collateral  is  governed  by  the  Uniform  Commercial  Code  as  in effect in a
jurisdiction  other  than  the  State of New York, the term "UCC" shall mean the
Uniform  Commercial Code as in effect in such other jurisdiction for purposes of
the  provisions  of  this Master Security Agreement relating to such attachment,
perfection, priority or remedies and for purposes of definitions related to such
provisions;  provided further, that to the extent that the UCC is used to define
any  term  herein  and such term is defined differently in different Articles or
Divisions  of  the  UCC,  the  definition  of  such term contained in Article or
Division  9  shall  govern.  The parties intend that the terms used herein which
are  defined  in  the  UCC  have,  at all times, the broadest and most inclusive
meanings  possible.  Accordingly,  if  the UCC shall in the future be amended or
held  by a court to define any term used herein more broadly or inclusively than
the  UCC  in effect on the date hereof, then such term, as used herein, shall be
given such broadened meaning.  If the UCC shall in the future be amended or held
by  a  court  to define any term used herein more narrowly, or less inclusively,
than  the  UCC  in effect on the date hereof, such amendment or holding shall be
disregarded  in  defining  terms  used  herein.

     3.     The  term  "Obligations"  as  used herein shall mean and include all
debts,  liabilities  and  obligations  owing  by each Assignor to Laurus arising
under,  out  of,  or  in  connection with:  (i) that certain Securities Purchase
Agreement  dated  as  of  the date hereof by and between Garwood and Laurus (the
"Securities Purchase Agreement"), (ii) the Related Agreements referred to in the
Securities  Purchase  Agreement,  (iii)  that Secured Term Note in the amount of
$8,300,000  executed  as  of  the date hereof by Garwood in favor of Laurus (iv)
each  guaranty  agreement  made  from  time to time by each Assignor in favor of
Laurus (each of the foregoing documents, instruments and agreements, as each may
be  amended, modified, restated or supplemented from time to time, collectively,
the  "Documents"),  and  (v)  in  connection  with any documents, instruments or
agreements  relating  to  or  executed  in  connection with the Documents or any
documents,  instruments  or  agreements referred to therein or otherwise, and in
connection  with any other indebtedness, obligations or liabilities of each such
Assignor  to  Laurus,  whether  now  existing  or  hereafter  arising, direct or
indirect, liquidated or unliquidated, absolute or contingent, due or not due and
whether  under,  pursuant  to  or  evidenced  by  a  note,  agreement, guaranty,
instrument  or  otherwise,  including,  without  limitation,  obligations  and
indebtedness  of  each  Assignor  for  post-petition  interest,  fees, costs and
charges  that  accrue  after  the  commencement  of  any case by or against such
Assignor  under  any  bankruptcy,  insolvency, reorganization or like proceeding
(collectively,  the  "Debtor  Relief  Laws")  in  each case, irrespective of the
genuineness,  validity,  regularity or enforceability of such Obligations, or of


                                        4
<PAGE>
any  instrument  evidencing any of the Obligations or of any collateral therefor
or  of  the  existence  or  extent  of  such collateral, and irrespective of the
allowability,  allowance or disallowance of any or all of the Obligations in any
case  commenced  by  or  against  any  Assignor  under  any  Debtor  Relief Law.

     4.     Each  Assignor  hereby  warrants  and  covenants  to  Laurus  that:

          (a)     it is a corporation, partnership or limited liability company,
     as  the  case  may  be,  validly  existing,  in  good  standing  and formed
     under  the  respective  laws  of its jurisdiction of formation set forth on
     Schedule  B,  and each Assignor will provide Laurus thirty (30) days' prior
     -----------
     written  notice  of  any  change  in  any of its respective jurisdiction of
     formation;

          (b)     its  legal  name  is  as  set  forth  in  its  Certificate  of
     Incorporation  or  other  organizational  document  (as  applicable)  as
     amended through the date hereof and as set forth on Schedule B, and it will
                                                         ----------
     provide  Laurus thirty (30) days' prior written notice of any change in its
     legal  name;

          (c)     its organizational identification number (if applicable) is as
     set  forth  on  Schedule  B  hereto, and it will provide Laurus thirty (30)
                     -----------
     days'  prior  written  notice  of  any  change  in  its  organizational
     identification  number;

          (d)     it  is  the lawful owner of the Collateral and it has the sole
     right  to  grant  a  security  interest  therein  and  will  defend  the
     Collateral  against  all  claims  and  demands of all persons and entities;

          (e)     it will keep the Collateral free and clear of all attachments,
     levies,  taxes,  liens,  security  interests  and  encumbrances  of  every
     kind  and  nature  ("Encumbrances"),  except  (i) Encumbrances securing the
     Obligations,  (ii)  Encumbrances  that  arise  by  operation  of law in the
     ordinary  course  of  business  and  not  created  in  connection  with the
     borrowing  of  money  or the obtaining of credit, which do not detract from
     the  value  or  reduce the ability to use the property on which there is an
     Encumbrance,  so  long  as the obligations supported by the Encumbrance (x)
     are  not  overdue  by  more than ten (10) days or (y) if overdue, are being
     contested  continuously  and  in  good faith by appropriate proceedings and
     with  respect to which adequate reserves are maintained by such Assignor in
     accordance  with  GAAP,  (iii)  Encumbrances relating to final judgments or
     awards  or  attachments  remaining  undischarged or unstayed for not longer
     than ten (10) days from incurrence so long as they and/or the judgment they
     are  securing  do  not constitute or result in an Event of Default, and (v)
     Permitted  Encumbrances  (as  defined  in  each  Deed  of  Trust, Mortgage,
     Assignment,  Security  Agreement,  Fixture  Filing  and Financing Statement
     dated  the  date  hereof  made  by  Garwood  in  favor  of  Laurus);

          (f)     it  will,  at  its  and the other Assignors' joint and several
     cost  and  expense  keep  the  Collateral in good state of repair (ordinary
     wear  and tear excepted) and will not waste or destroy the same or any part
     thereof  other  than  ordinary course discarding of items no longer used or
     useful  in  its  or  such  other  Assignors'  business;


                                        5
<PAGE>
          (g)     it  will  not,  without  Laurus'  prior written consent, sell,
     exchange,  lease  or  otherwise  dispose  of  any  Collateral,  whether  by
     sale,  lease or otherwise, except for the sale of inventory in the ordinary
     course  of  business  and  for  the disposition or transfer in the ordinary
     course  of  business  during  any  fiscal  year  of  obsolete  and worn-out
     equipment or equipment no longer necessary for its ongoing needs, having an
     aggregate fair market value of not more than $10,000 and only to the extent
     that:

               (i)     the proceeds of each such disposition are used to acquire
          replacement  Collateral  which  is  subject  to Laurus' first priority
          perfected  security interest, or are used to repay the Obligations; or

               (ii)     following  the  occurrence  of an Event of Default which
          continues  to  exist,  the  proceeds  of  each  such  disposition  are
          remitted  to Laurus to be held as cash collateral for the Obligations;

          (h)     it  will  insure  or  cause  the  Collateral  to be insured in
     Laurus'  name  (as  additional  insured  and  loss  payee)  against loss or
     damage  by fire, theft, burglary, pilferage, loss in transit and such other
     hazards  as  Laurus shall specify in amounts and under policies by insurers
     acceptable  to  Laurus  and  all  premiums  thereon  shall  be paid by such
     Assignor  and  the policies delivered to Laurus. If any such Assignor fails
     to  do  so, Laurus may procure such insurance and the cost thereof shall be
     promptly  reimbursed  by  the  Assignors,  jointly and severally, and shall
     constitute  Obligations;

          (i)     it  will  at all reasonable times during normal business hours
     and  with  advance  notice  to  Assignor  in  accordance  with  Section  14
     allow  Laurus  or  Laurus'  representatives free access to and the right of
     inspection  of  the  Collateral,  provided  that  no  such  notice shall be
     required  to be given in the event Laurus believes such access is necessary
     to  preserve  or  protect  the  Collateral  or following the occurrence and
     during  the  continuance  of  an  Event  of  Default;

          (j)     such Assignor (jointly and severally with each other Assignor)
     hereby  indemnifies  and  saves  Laurus  harmless  from  all  loss,  costs,
     damage,  liability  and/or  expense, including attorneys' fees, that Laurus
     may  sustain or incur to enforce payment, performance or fulfillment of any
     of  the  Obligations  and/or  in  the  enforcement  of this Master Security
     Agreement  or  in  the  prosecution  or defense of any action or proceeding
     either  against Laurus or any Assignor concerning any matter growing out of
     or  in  connection  with  this Master Security Agreement, and/or any of the
     Obligations  and/or  any  of  the Collateral except to the extent caused by
     Laurus'  own  gross  negligence  or  willful misconduct (as determined by a
     court  of competent jurisdiction in a final and nonappealable decision). In
     addition,  each  Assignor hereby indemnifies and saves Laurus harmless from
     any  claim, cost, expense, liability, obligation, loss or damage (including
     legal  fees)  of  any  nature,  incurred  by  or  imposed upon Laurus which
     results,  arises  out of or is based upon: (i) any misrepresentation by any
     Assignor or breach of any warranty by any Assignor in this Agreement or any
     Document  or  any agreement between any Assignor and Laurus relating hereto
     or  thereto;  or (ii) any breach or default in performance by the Assignors
     of  any  covenant or undertaking to be performed by the Assignors hereunder
     or  under  any  Document,  or  any  other  agreement  entered  into  by any


                                        6
<PAGE>
     Assignor  and  Laurus  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  clean-up  (collectively,
     "Environmental  Laws"),  including  without  limitation,  the Comprehensive
     Environmental  Response,  Compensation and Liability Act of 1980 (42 U.S.C.
     Sec.9601  et  seq. and 40 CFR Sec.302.1 et seq.), the Resource Conservation
     and  Recovery  Act  of 1976 (42 U.S.C. Sec.6901 et seq.), the Federal Water
     Pollution  Control Act (33 U.S.C. Sec.1251 et seq., and 40 CFR Sec.116.1 et
     seq.),  the  Hazardous  Materials Transportation Act (49 U.S.C. Sec.1801 et
     seq.) and the regulations promulgated pursuant to said laws, all as amended
     and relating to or affecting any Assignor and/or any Assignor's properties,
     whether  or  not  caused  by or within the control of Laurus and/or (b) the
     presence,  release  or threat of release of any hazardous, toxic or harmful
     substances,  wastes,  materials,  pollutants  or  contaminants  (including,
     without  limitation,  asbestos,  polychlorinated  biphenyls,  petroleum
     products,  flammable  explosives,  radioactive  materials,  infectious
     substances  or  raw  materials which include hazardous constituents) or any
     other  substances or raw materials which are included under or regulated by
     Environmental  Laws  on,  in,  under or affecting all or any portion of any
     property of any Assignor or any surrounding areas, regardless of whether or
     not  caused  by  or  within  the  control  of  Laurus;

          (k)     it  will  promptly,  and in any event within five (5) business
     days  after  the  same  is  acquired by it, notify Laurus of any commercial
     tort  claim  acquired by it and unless otherwise consented to in writing by
     Laurus,  it shall enter into a supplement to this Master Security Agreement
     granting  to  Laurus a security interest in such commercial tort claim; and

          (l)     Not  later  than  30 days after the date hereof, each Assignor
     will  (x)  irrevocably  direct  all  of  its  present  and  future  Account
     Debtors  (as defined below) and other persons or entities obligated to make
     payments  constituting  Collateral  to  make  such payments directly to the
     lockboxes  maintained  by  such  Assignor (the "Lockboxes") with North Fork
     Bank  or  such other financial institution accepted by Laurus in writing as
     may  be selected by the applicable Assignor (the "Lockbox Bank") (each such
     direction  pursuant  to  this  clause  (x),  a  "Direction Notice") and (y)
     provide Laurus with copies of each Direction Notice, each of which shall be
     agreed  to  and acknowledged by the respective Account Debtor. Upon receipt
     of  such  payments, the Lockbox Bank shall agree to deposit the proceeds of
     such  payments  in  a  deposit account (under which Laurus has been granted
     control)  maintained  at the Lockbox Bank and evidenced by the account name
     of  Garwood  Petrosearch,  Inc.,  or such other deposit account accepted by
     Laurus  in  writing (the "Lockbox Deposit Account"). Not later than 30 days
     after  the  date  hereof, the applicable Assignor shall and shall cause the
     Lockbox  Bank  to  enter  into  all such documentation acceptable to Laurus
     pursuant  to  which,  among  other  things,  the  Lockbox  Bank  agrees to,
     following notification by Laurus (which notification Laurus shall only give
     following  the  occurrence  and  during  the  continuance  of  an  Event of
     Default),  comply  only with the instructions or other directions of Laurus
     concerning  the  Lockbox  and  the  Lockbox  Deposit  Account.  All of each
     Assignor's  invoices,  account  statements  and  other  written  or  oral
     communications  directing,  instructing, demanding or requesting payment of
     any  Account  (as  hereinafter  defined)  of any such Assignor or any other
     amount constituting Collateral shall conspicuously direct that all payments
     be  made  to  the


                                        7
<PAGE>
     Lockbox  or  such  other  address  as  Laurus  may  direct  in writing. If,
     notwithstanding  the instructions to Account Debtors, any Assignor receives
     any  payments,  such  Assignor shall immediately remit such payments to the
     Lockbox  Deposit  Account  in  their  original  form  with  all  necessary
     endorsements. Until so remitted, the Assignors shall hold all such payments
     in  trust  for  and  as the property of Laurus and shall not commingle such
     payments  with  any of its other funds or property. For the purpose of this
     Master  Security  Agreement,  (x)  "Accounts" shall mean all "accounts", as
     such  term  is  defined in the UCC as in effect in the State of New York on
     the  date  hereof,  now owned or hereafter acquired by any Assignor and (y)
     "Account Debtor" shall mean any person or entity who is or may be obligated
     with  respect  to,  or  on  account  of,  an  Account.

     5.     The  occurrence  of  any of the following events or conditions shall
constitute  an  "Event  of  Default"  under  this  Master  Security  Agreement:

          (a)     any  covenant  or  any  other term or condition of this Master
     Security  Agreement  is  breached  and  such  breach,  if  subject to cure,
     shall  continue for a period of ten (10) days after the occurrence thereof;

          (b)     any representation or warranty, or statement made or furnished
     to  Laurus  under  this  Master  Security  Agreement  by any Assignor or on
     any  Assignor's  behalf should prove at any time to be false or misleading;

          (c)     the  loss, theft, substantial damage, destruction, sale (other
     than  the  sale  by  any  Assignor  of  oil, gas and other hydrocarbons and
     minerals  in  the  ordinary  course  of  its  business consistent with past
     practice)  or  encumbrance  (other than in favor of Laurus) to or of any of
     the  Collateral or the making of any levy, seizure or attachment thereof or
     thereon  except  to  the  extent such loss is covered by insurance proceeds
     which  are  used  to  replace  the  item  or  repay  Laurus;

          (d)     any  Assignor  shall  become  insolvent,  cease  operations,
     dissolve,  terminate  its  business  existence  (except  as  to  any of the
     foregoing,  in  connection  with  a  business  combination between or among
     Assignors  so long as at least one Assignor remains the surviving entity of
     such  business  combination),  make  an  assignment  for  the  benefit  of
     creditors,  suffer  the  appointment  of a receiver, trustee, liquidator or
     custodian  of  all  or  any  part  of  any  Assignor's  property;

          (e)     any  proceedings  under any bankruptcy or insolvency law shall
     be  commenced  by  or  against  any  Assignor  and if commenced against any
     Assignor  shall  not  be  dismissed  within  thirty  (30)  days;

          (f)     any  Assignor  shall  repudiate,  purport to revoke or fail to
     perform  any  of  its  obligations  under  any  Note  (after  passage  of
     applicable  cure  period,  if any) or any document, instrument or agreement
     executed  in  connection  therewith;  or

          (g)     an  Event  of  Default  (or  similar term) shall have occurred
     under  and  as  defined  in  any  Document  or  any document, instrument or
     agreement  entered  into  in  connection  therewith.


                                        8
<PAGE>
     6.     Upon  the  occurrence  of  any  Event  of  Default  and  at any time
thereafter,  Laurus  may declare all Obligations immediately due and payable and
Laurus  shall  have  the  remedies  of a secured party provided in the UCC as in
effect  in the State of New York, this Agreement and other applicable law.  Upon
the  occurrence  of any Event of Default and at any time thereafter, Laurus will
have the right to receive one-hundred percent of all accounts receivable of each
Assignor,  whether  attributable  to  oil,  gas, other hydrocarbon production or
otherwise,  take possession of the Collateral and to maintain such possession on
any  Assignor's premises or to remove the Collateral or any part thereof to such
other  premises as Laurus may desire.  Upon Laurus' request, each Assignor shall
assemble or cause the Collateral to be assembled and make it available to Laurus
at a place designated by Laurus.  If any notification of intended disposition of
any Collateral is required by law, such notification, if mailed, shall be deemed
properly  and  reasonably  given  if  mailed  at least ten (10) days before such
disposition,  postage  prepaid,  addressed  to the applicable Assignor either at
such  Assignor's  address  shown  herein  or at any address appearing on Laurus'
records  for  such  Assignor.  Any  proceeds  of  any  disposition of any of the
Collateral  shall  be  applied  by  Laurus  to  the  payment  of all expenses in
connection  with the sale of the Collateral, including attorneys' fees and other
legal  expenses  and  disbursements  and  the  expenses  of  retaking,  holding,
preparing  for sale, selling, and the like, and any balance of such proceeds may
be  applied  by  Laurus  toward  the payment of the Obligations in such order of
application  as  Laurus  may  elect,  and  each Assignor shall be liable for any
deficiency.  For the avoidance of doubt, following the occurrence and during the
continuance  of  an  Event  of Default, Laurus shall have the immediate right to
withdraw  any  and  all monies contained in the Restricted Accounts or any other
deposit  accounts in the name of any Assignor and controlled by Laurus and apply
same to the repayment of the Obligations (in such order of application as Laurus
may elect).  The parties hereto each hereby agree that the exercise by any party
hereto  of  any  right  granted to it or the exercise by any party hereto of any
remedy  available to it (including, without limitation, the issuance of a notice
of  redemption,  a  borrowing  request  and/or  a  notice  of default) shall not
constitute  confidential  information  and  no  party shall have any duty to the
other  party  to  maintain  such  information  as  confidential.

     7.     If any Assignor defaults in the performance or fulfillment of any of
the  terms,  conditions,  promises,  covenants, provisions or warranties on such
Assignor's  part  to  be performed or fulfilled under or pursuant to this Master
Security  Agreement,  Laurus  may,  at  its  option without waiving its right to
enforce this Master Security Agreement according to its terms, immediately or at
any  time  thereafter and without notice to any Assignor, perform or fulfill the
same  or  cause  the  performance or fulfillment of the same for each Assignor's
joint  and  several  account  and  at each Assignor's joint and several cost and
expense,  and  the cost and expense thereof (including attorneys' fees) shall be
added to the Obligations and shall be payable on demand with interest thereon at
the highest rate permitted by law, or, at Laurus' option, debited by Laurus from
the  Restricted  Accounts  or  any  other  deposit  accounts  in the name of any
Assignor  and  controlled  by  Laurus.

     8.     Each Assignor appoints Laurus, any of Laurus' officers, employees or
any  other  person  or  entity  whom  Laurus  may  designate  as such Assignor's
attorney,  with  power  to execute such documents in each such Assignor's behalf
and to supply any omitted information and correct patent errors in any documents
executed  by  any  Assignor  or  on  any  Assignor's  behalf;  to file financing
statements  against  such  Assignor  covering the Collateral (and, in connection
with  the  filing  of  any such financing statements, describe the Collateral as
"all  assets  and  all  personal


                                        9
<PAGE>
property,  whether  now  owned  and/or hereafter acquired" (or any substantially
similar  variation  thereof));  to  sign  such Assignor's name on public records
related  to  perfecting  its  security  interest  in,  or  foreclosing  upon the
Collateral;  and  to do all other things Laurus deem necessary to carry out this
Master  Security Agreement.  Each Assignor hereby ratifies and approves all acts
of  the attorney and neither Laurus nor the attorney will be liable for any acts
of  commission  or omission, nor for any error of judgment or mistake of fact or
law  other than gross negligence or willful misconduct (as determined by a court
of  competent  jurisdiction in a final and non-appealable decision).  This power
being coupled with an interest, is irrevocable so long as any of the Obligations
remain  unpaid.

     9.     No  delay  or  failure  on  Laurus'  part  in  exercising any right,
privilege  or option hereunder shall operate as a waiver of such or of any other
right,  privilege,  remedy  or  option,  and no waiver whatsoever shall be valid
unless  in  writing,  signed  by  Laurus and then only to the extent therein set
forth,  and  no waiver by Laurus of any default shall operate as a waiver of any
other  default  or  of the same default on a future occasion.  Laurus' books and
records  containing  entries with respect to the Obligations shall be admissible
in  evidence  in  any  action  or  proceeding,  shall, absent manifest error, be
binding upon each Assignor for the purpose of establishing the items therein set
forth  and  shall  constitute  prima facie proof thereof.  Laurus shall have the
right  to  enforce  any  one  or  more  of  the  remedies  available  to Laurus,
successively,  alternately  or  concurrently.  Each Assignor agrees to join with
Laurus  in  executing such documents or other instruments to the extent required
by  the UCC in form satisfactory to Laurus and in executing such other documents
or  instruments as may be required or deemed necessary by Laurus for purposes of
affecting  or  continuing  Laurus'  security  interest  in  the  Collateral.

     10.     The  Assignors  shall  jointly  and  severally  pay  all of Laurus'
out-of-pocket  costs  and expenses, including fees and disbursements of in-house
or outside counsel and appraisers, in connection with the preparation, execution
and delivery of the Documents, and in connection with the prosecution or defense
of any action, contest, dispute, suit or proceeding concerning any matter in any
way  arising  out  of, related to or connected with any Document.  The Assignors
shall also jointly and severally pay all of Laurus' fees, charges, out-of-pocket
costs  and expenses, including fees and disbursements of counsel and appraisers,
in  connection  with  (a) the preparation, execution and delivery of any waiver,
any  amendment  thereto  or  consent proposed or executed in connection with the
transactions contemplated by the Documents, (b) Laurus' obtaining performance of
the  Obligations  under  the  Documents,  including,  but  not  limited  to  the
enforcement  or defense of Laurus' security interests, assignments of rights and
liens  hereunder  as  valid  perfected  security  interests,  (c) any attempt to
inspect  or  verify  Collateral,  (d)  any  attempt  to  protect, collect, sell,
liquidate  or  otherwise  dispose  of  any  Collateral,  (e)  any  appraisals or
re-appraisals  of  any  property  (real  or  personal)  pledged to Laurus by any
Assignor as Collateral for, or any other Person as security for, the Obligations
hereunder  and  (f)  any  consultations in connection with any of the foregoing.
The  Assignors  shall  also  jointly  and  severally  pay Laurus' customary bank
charges  for all bank services (including wire transfers) performed or caused to
be  performed  by  Laurus  for  any  Assignor  at  any  Assignor's request or in
connection  with  any  Assignor's  loan  account (if any) with Laurus.  All such
costs  and  expenses  together with all filing, recording and search fees, taxes
and  interest  payable by the Assignors to Laurus shall be payable on demand and
shall be secured by the Collateral.  If any tax by any nation or government, any
state  or  other  political  subdivision  thereof, and any agency, department or
other  entity  exercising  executive,  legislative,  judicial,  regulatory  or
administrative  functions  of  or


                                       10
<PAGE>
pertaining  to government (each, a "Governmental Authority"), other than any tax
based  on  or  measured  by  Laurus' net income, is or may be imposed on or as a
result  of  any transaction between any Assignor, on the one hand, and Laurus on
the  other  hand,  which  Laurus  is  or may be required to withhold or pay, the
Assignors  hereby  jointly  and  severally indemnify and hold Laurus harmless in
respect  of such taxes, and the Assignors will repay to Laurus the amount of any
such  taxes  which  shall  be  charged  to the Assignors' account; and until the
Assignors  shall  furnish  Laurus with indemnity therefor (or supply Laurus with
evidence  satisfactory to it that due provision for the payment thereof has been
made),  Laurus may hold without interest any balance standing to each Assignor's
credit  (if  any)  and  Laurus shall retain its liens in any and all Collateral.

     11.     THIS  MASTER  SECURITY AGREEMENT 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.  All  of  the  rights,  remedies,  options,  privileges and
elections  given  to  Laurus  hereunder  shall  inure  to the benefit of Laurus'
successors  and assigns.  The term "Laurus" as herein used shall include Laurus,
any  parent  of  Laurus', any of Laurus' subsidiaries and any co-subsidiaries of
Laurus'  parent,  whether now existing or hereafter created or acquired, and all
of the terms, conditions, promises, covenants, provisions and warranties of this
Agreement  shall  inure  to the benefit of each of the foregoing, and shall bind
the  representatives,  successors  and  assigns  of  each  Assignor.

     12.     Each  Assignor 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 Assignor, on
the  one hand, and Laurus, on the other hand, pertaining to this Master Security
Agreement  or  to  any  matter arising out of or related to this Master Security
Agreement, provided, that Laurus and each Assignor acknowledges 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
Master  Security  Agreement  shall  be deemed or operate to preclude Laurus from
bringing suit or taking other legal action in any other jurisdiction to collect,
the  Obligations,  to  realize  on  the Collateral or any other security for the
Obligations,  or  to enforce a judgment or other court order in favor of Laurus.
Each  Assignor expressly submits and consents in advance to such jurisdiction in
any  action or suit commenced in any such court, and each Assignor hereby waives
any  objection  which  it  may  have  based  upon lack of personal jurisdiction,
improper  venue  or  forum non conveniens.  Each Assignor hereby waives personal
                     ----- --- ----------
service of the summons, complaint and other process issues 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 such assignor at the address
set forth on the signature lines hereto and that service so made shall be deemed
completed  upon  the  earlier of such Assignor's actual receipt thereof or three
(3)  days  after  deposit  in  the  U.S.  mails,  proper  postage  prepaid.

     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  Laurus,


                                       11
<PAGE>
and/or any Assignor arising out of, connected with, related or incidental to the
relationship  established  between  them in connection with this Master Security
Agreement  or  the  transactions  related  hereto.

     13.     It  is understood and agreed that any person or entity that desires
to become an Assignor hereunder, or is required to execute a counterpart of this
Master  Security Agreement after the date hereof pursuant to the requirements of
any  Document,  shall  become  an  Assignor hereunder by (x) executing a Joinder
Agreement  in  form  and  substance  satisfactory  to  Laurus,  (y)  delivering
supplements  to  such  exhibits  and  annexes  to such Documents as Laurus shall
reasonably  request  and  (z)  taking  all  actions  as specified in this Master
Security  Agreement  as  would  have  been taken by such Assignor had it been an
original  party  to  this  Master  Security  Agreement,  in  each  case with all
documents  required  above  to be delivered to Laurus and with all documents and
actions  required  above  to  be taken to the reasonable satisfaction of Laurus.

     14.     Whenever  this  Master  Security  Agreement requires or permits any
consent,  approval,  notice,  request  or demand from one party to another, such
consent,  approval,  notice  or  demand  shall,  unless otherwise required under
applicable  law,  be  given  in accordance with the provisions of the Securities
Purchase  Agreement, addressed to the party to be notified at the address stated
below  (or such other address as may have been designated in accordance with the
provisions  of  the  Securities  Purchase  Agreement):

<TABLE>
<CAPTION>
          ASSIGNORS                       LAURUS
<S>                                       <C>

          Garwood Petrosearch, Inc.       Laurus Master Fund, Ltd.
          675 Bering Drive, Suite 200     c/o M&C Corporate Services Limited
          Houston, TX 77057               PO Box 309 G.T.
          Attention: David Collins        Ugland House, South Church Street
          Telephone:  713.961.9337        George Town
          Facsimile:  713.961.9338        Grand Cayman, Cayman Islands
                                          Attention:
                                                    -----------------------
                                          Facsimile:  345-949-8080

          with a copy to:                 with copies to:

          James M. Hughes                 John E. Tucker, Esq.
          1777 N.E. Loop 410, Suite 1500  825 Third Avenue, 14th Floor
          San Antonio, TX 78217           New York, New York 10022
          (210) 821-5900 X263             Facsimile:  212-541-4434

                                          Thompson & Knight, LLP
                                          333 Clay Street, Suite 330
                                          Houston, Texas 77002
                                          Attention:  Barry Davis
                                          Facsimile:  713-951-5863
</TABLE>


                                       12
<PAGE>
     15.     This  Master  Security  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.

                              Very  truly  yours,

                              GARWOOD  PETROSEARCH,  INC.

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

                              Address:  675  Bering  Drive,  Suite  200
                                        Houston,  TX  77057


                              ACKNOWLEDGED:

                              LAURUS  MASTER  FUND,  LTD.

                              By: /s/ illegible
                                 -----------------------------------------
                              Name:   illegible
                              Title:  illegible
                              Address:  c/o Laurus Capital Management LLC
                                        825 Third Avenue
                                        New York, New York 10022


                                       13
<PAGE>
                                   SCHEDULE A
                                   ----------

                             COMMERCIAL TORT CLAIMS
                             ----------------------


     None.


<PAGE>
                                   SCHEDULE B
                                   ----------

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
                           Jurisdiction of  Organization Identification
          Entity              Formation               Number
-------------------------  ---------------  ---------------------------
<S>                        <C>              <C>
Garwood Petrosearch, Inc.       Texas
-----------------------------------------------------------------------
</TABLE>