THIS  WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
     THIS  WARRANT  HAVE  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF
     1933,  AS  AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE
     COMMON  STOCK  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 UNDER SAID ACT AND
     ANY  APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL
     REASONABLY  SATISFACTORY  TO  GARWOOD  PETROSEARCH,  INC.  THAT  SUCH
     REGISTRATION  IS  NOT  REQUIRED.

            Right to up to 4,500 Purchase Shares of Common Stock of
                            Garwood Petrosearch, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 1                                              Issue Date:  November 1, 2006

     GARWOOD  PETROSEARCH,  INC.,  a corporation organized under the laws of the
State  of  Texas  (the  "Company"),  hereby  certifies that, for value received,
LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the
terms  set forth below, to purchase from the Company at any time or from time to
time  following  payment in full of all obligations and liabilities owing by the
Company  to  the  Holder in connection with the transactions contemplated by the
Securities  Purchase  Agreement  dated  as of the date hereof by and between the
Company and the Holder (as amended, modified and supplemented from time to time,
the  "Securities  Purchase Agreement") and the Related Agreements (as defined in
the  Securities  Purchase Agreement) (such date being hereinafter referred to as
the  "Debt  Repayment Date"), up to 4,500 of fully paid and nonassessable shares
of  Common  Stock  (as  hereinafter defined), $0.001 par value per share, at the
applicable  Exercise  Price  per  share  (as  defined  below).  The  number  and
character  of  such shares of Common Stock and the applicable Exercise Price per
share  are  subject  to  adjustment  as  provided  herein.

     As  used herein the following terms, unless the context otherwise requires,
have  the  following  respective  meanings:

          (a)     The term "Company" shall include Garwood Petrosearch, Inc. and
     any  person  or  entity  which shall succeed, or assume the obligations of,
     Garwood  Petrosearch,  Inc.  hereunder.

          (b)     The  term  "Common  Stock"  includes  (i) the Company's Common
     Stock, par value $0.001 per share; and (ii) any other securities into which
     or  for  which  any of the securities described in the preceding clause (i)
     may  be  converted  or  exchanged  pursuant  to a plan of recapitalization,
     reorganization,  merger,  sale  of  assets  or  otherwise.


<PAGE>
          (c)     The  term "Exercise Price" means a price of $0.01 per share of
     Common  Stock.

          (d)     The  term  "Other  Securities" refers to any stock (other than
     Common  Stock)  and  other  securities  of  the Company or any other person
     (corporate  or otherwise) which the holder of the Warrant at any time shall
     be  entitled  to  receive,  or  shall have received, on the exercise of the
     Warrant,  in  lieu  of or in addition to Common Stock, or which at any time
     shall  be  issuable  or  shall  have  been  issued  in  exchange  for or in
     replacement  of  Common  Stock or Other Securities pursuant to Section 4 or
     otherwise.

     1.     Exercise  of  Warrant.
            ---------------------

          1.1     Number  of  Shares Issuable upon Exercise.  From and after the
                  -----------------------------------------
Debt  Repayment  Date, the Holder shall be entitled to receive, upon exercise of
this  Warrant  in whole or in part, by delivery of an original or fax copy of an
exercise  notice  in  the  form  attached  hereto  as  Exhibit  A (the "Exercise
Notice"),  shares of Common Stock of the Company, subject to adjustment pursuant
to  Section  4.

          1.2     Company  Acknowledgment.  The Company will, at the time of the
                  -----------------------
exercise  of  this Warrant, upon the request of the Holder hereof acknowledge in
writing  its  continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the  provisions  of  this  Warrant.  If  the  Holder shall fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to  afford  to  such  Holder  any  such  rights.

          1.3     Trustee for Warrant Holder.  In the event that a bank or trust
                  --------------------------
company  shall  have  been  appointed  as  trustee  for  the  Holder pursuant to
Subsection  3.2, such bank or trust company shall have all the powers and duties
of  a warrant agent (as hereinafter described) and shall accept, in its own name
for  the  account  of  the  Company  or such successor person as may be entitled
thereto,  all amounts otherwise payable to the Company or such successor, as the
case  may  be,  on  exercise  of  this  Warrant  pursuant  to  this  Section  1.

     2.     Procedure  for  Exercise.
            ------------------------

          2.1     Delivery  of  Stock  Certificates,  Etc.,  on  Exercise.  The
                  -------------------------------------------------------
Company  agrees  that the shares of Common Stock purchased upon exercise of this
Warrant  shall  be deemed to be issued to the Holder as the record owner of such
shares  as of the close of business on the date on which this Warrant shall have
been  surrendered  and  payment made for such shares in accordance herewith.  As
soon  as  practicable after the exercise of this Warrant in full or in part, and
in  any  event  within  three  (3)  business days thereafter, the Company at its
expense  (including  the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment  by  such  Holder  of  any  applicable  transfer  taxes)  may  direct in
compliance  with  applicable  securities laws, a certificate or certificates for
the  number  of  duly and validly issued, fully paid and nonassessable shares of
Common  Stock  (or  Other  Securities) to which such Holder shall be entitled on
such  exercise,  together  with any other stock or other securities and property
(including  cash,  where  applicable) to which such Holder is entitled upon such
exercise  pursuant  to  Section  1  or  otherwise.


<PAGE>
          2.2     Exercise.  Payment  shall  be  made  either  in  cash  or  by
                  --------
certified  or  official  bank check payable to the order of the Company equal to
the  applicable  aggregate  Exercise  Price  for  the  number  of  Common Shares
specified  in such Exercise Notice (as such exercise number shall be adjusted to
reflect any adjustment in the total number of shares of Common Stock issuable to
the  Holder  in  accordance with the terms of this Warrant) and the Holder shall
thereupon  be entitled to receive the number of duly authorized, validly issued,
fully-paid  and  non-assessable  shares  of  Common  Stock (or Other Securities)
determined  as  provided  herein.

     3.     Effect  of  Reorganization,  Etc.;  Adjustment  of  Exercise  Price.
            -------------------------------------------------------------------

          3.1     Reorganization,  Consolidation,  Merger,  Etc.  In case at any
                  ---------------------------------------------
time  or  from  time  to time the Company shall (a) effect a reorganization, (b)
consolidate  with  or  merge  into  any  other  person,  or  (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or  arrangement contemplating the dissolution of the Company, then, in each such
case,  as  a  condition  to  the  consummation of such a transaction, proper and
adequate  provision  shall  be  made  by  the Company whereby the Holder, on the
exercise  hereof  as provided in Section 1 at any time after the consummation of
such  reorganization,  consolidation  or  merger  or  the effective date of such
dissolution,  as the case may be, shall receive, in lieu of the Common Stock (or
Other  Securities)  issuable on such exercise prior to such consummation or such
effective  date, the stock and other securities and property (including cash) to
which  such  Holder  would  have  been  entitled  upon  such  consummation or in
connection  with  such  dissolution,  as  the case may be, if such Holder had so
exercised  this  Warrant,  immediately  prior  thereto,  all  subject to further
adjustment  thereafter  as  provided  in  Section  4.

          3.2     Dissolution.  In  the  event of any dissolution of the Company
                  -----------
following  the transfer of all or substantially all of its properties or assets,
the  Company,  concurrently with any distributions made to holders of its Common
Stock,  shall  at its expense deliver or cause to be delivered to the Holder the
stock  and  other  securities  and  property  (including cash, where applicable)
receivable  by  the  Holder  pursuant to Section 3.1, or, if the Holder shall so
instruct  the  Company,  to  a bank or trust company specified by the Holder and
having  its  principal  office  in  New  York, NY as trustee for the Holder (the
"Trustee").

          3.3     Continuation  of  Terms.  Upon  any  reorganization,
                  -----------------------
consolidation,  merger  or transfer (and any dissolution following any transfer)
referred  to  in  this  Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and  property  receivable  on the exercise of this Warrant after the
consummation  of  such  reorganization, consolidation or merger or the effective
date  of  dissolution following any such transfer, as the case may be, and shall
be  binding upon the issuer of any such stock or other securities, including, in
the  case of any such transfer, the person acquiring all or substantially all of
the  properties  or assets of the Company, whether or not such person shall have
expressly  assumed  the  terms of this Warrant as provided in Section 4.  In the
event  this  Warrant  does  not  continue  in  full  force  and effect after the
consummation of the transactions described in this Section 3, then the Company's
securities  and  property  (including  cash, where applicable) receivable by the
Holder will be delivered to the Holder or the Trustee as contemplated by Section
3.2.


<PAGE>
     4.     Extraordinary  Events Regarding Common Stock.  In the event that the
            --------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution on outstanding Common Stock or any preferred stock issued by
the  Company,  (b)  subdivide  its  outstanding  shares  of Common Stock, or (c)
combine  its  outstanding  shares  of  the Common Stock into a smaller number of
shares  of the Common Stock, then, in each such event, the Exercise Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares  of  Common  Stock  outstanding  immediately  prior to such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  after  such  event, and the product so obtained shall thereafter be
the  Exercise Price then in effect. The Exercise Price, as so adjusted, shall be
readjusted  in  the  same  manner  upon the happening of any successive event or
events described herein in this Section 4.  The number of shares of Common Stock
that  the Holder shall thereafter, on the exercise hereof as provided in Section
1,  be  entitled  to  receive  shall  be  adjusted  to  a  number  determined by
multiplying  the  number of shares of Common Stock that would otherwise (but for
the  provisions of this Section 4) be issuable on such exercise by a fraction of
which  (a) the numerator is the Exercise Price that would otherwise (but for the
provisions  of  this  Section  4)  be  in effect, and (b) the denominator is the
Exercise  Price  in effect on the date of such exercise (taking into account the
provisions  of  this  Section  4).

     5.     Certificate  as  to  Adjustments.  In each case of any adjustment or
            --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  this  Warrant,  the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms of this Warrant and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding or deemed to be outstanding, and (c) the Exercise Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or readjusted as provided in this Warrant.  The Company will forthwith
mail  a copy of each such certificate to the Holder and any Warrant agent of the
Company  (appointed  pursuant  to  Section  11  hereof).

     6.     Reservation  of  Stock,  Etc., Issuable on Exercise of Warrant.  The
            --------------------------------------------------------------
Company  will  at  all times reserve and keep available, solely for issuance and
delivery  on  the  exercise  of  this  Warrant, shares of Common Stock (or Other
Securities)  from  time  to  time  issuable  on  the  exercise  of this Warrant.

     7.     Designated  Actions.  The  Company shall not implement or effect (or
            -------------------
otherwise  resolve or agree to implement or effect) any of the following actions
without  the  prior  written  approval  of  the  Holder:

          (a)  (i)  declare  or pay any dividends or make any other distribution
               in respect of any of its securities or (ii) make any distribution
               of  any  nature


<PAGE>
               (including  repayment  of  loans)  to  any  person,  except,  the
               repayment  of  loans  to  the  Holder  ;

          (b)  sell  or  dispose  of  any  assets  or  property,  other than (i)
               equipment  which is worthless or obsolete or which is replaced by
               equipment  of  equal  suitability  and  value; and (ii) inventory
               (including  hydrocarbons  sold  as produced) which is sold in the
               ordinary  course  of  business  on  ordinary  trade  terms;

          (c)  establish,  acquire  or  otherwise  become  an  equity  holder
               (including,  for  greater  certainty,  a  holder  of  securities
               convertible  into  equity)  in  any  corporate  entity  or  any
               partnership,  equity  joint  venture  or  similar  arrangements;

          (d)  enter  into  any  transactions  outside  the ordinary course with
               officers,  directors or employees or members of their families or
               other  persons  with  whom  they  do  not  act  at  arm's length;

          (e)  enter  into  (other  than  in the ordinary course to fund working
               capital  needs)  or  materially  modify  any  credit  facility;

          (f)  create  any  mortgage,  lien, charge or other form of encumbrance
               with  respect  to  any  of its assets (other than in favor of the
               Holder);

          (g)  alter  the fundamental nature of its business or otherwise engage
               in  other businesses or activities that are not incidental to the
               businesses  or  activities  presently  undertaken  by  it;

          (h)  issue  or  sell  any capital stock of, or any rights, warrants or
               securities  convertible  into  or exercisable or exchangeable for
               any  capital  stock  of, the Company, including by way of initial
               public  offering;

          (i)  wind  up,  dissolve  or  liquidate;

          (j)  continue  under  the  laws  of  a  jurisdiction  other  than  the
               jurisdiction  under  which  it  was  formed;

          (k)  change  its  fiscal  year;

          (l)  amend  its  articles  or  by-laws;

          (m)  merge  with  or  into  any  other  company;

          (n)  take  any  action  which would make it impossible to carry on its
               ordinary  business;  or

          (o)  take  any  action  which  would  place  it  into  bankruptcy.


<PAGE>
     8.     Assignment;  Exchange  of  Warrant.  Subject  to  compliance  with
            ----------------------------------
applicable  securities  laws, this Warrant, and the rights evidenced hereby, may
be  transferred  by any registered holder hereof (a "Transferor") in whole or in
part.  On  the  surrender  for  exchange  of this Warrant, with the Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the  "Transferor
Endorsement  Form")  and  together  with evidence reasonably satisfactory to the
Company  demonstrating  compliance  with applicable securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel  (at  the  Company's expense) that such transfer is exempt
from  the registration or equivalent requirements of applicable securities laws,
the Company at its expense (but with payment by the Transferor of any applicable
transfer  taxes)  will  issue  and  deliver to or on the order of the Transferor
thereof  a  new  Warrant of like tenor, in the name of the Transferor and/or the
transferee(s)  specified  in  such  Transferor  Endorsement  Form  (each  a
"Transferee"),  calling  in  the  aggregate on the face or faces thereof for the
number  of shares of Common Stock called for on the face or faces of the Warrant
so  surrendered  by  the  Transferor.

     9.     Registration  Rights.  The  Holder  has  been  granted  certain
            --------------------
registration  rights by the Company.  These registration rights are set forth in
a  Securities Purchase Agreement entered into by the Company and Holder dated as
of  the  date  hereof,  as the same may be amended, modified and/or supplemented
from  time  to  time.

     10.     Replacement  of  Warrant.  On  receipt  of  evidence  reasonably
             ------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and,  in  the case of any such loss, theft or destruction of this
Warrant,  on  delivery  of  an  indemnity  agreement  or  security  reasonably
satisfactory  in  form  and  amount  to  the Company or, in the case of any such
mutilation,  on  surrender  and cancellation of this Warrant, the Company at its
expense  will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     11.     Warrant  Agent.  The  Company  may,  by  written notice to the each
             --------------
Holder  of the Warrant, appoint an agent for the purpose of issuing Common Stock
(or  Other  Securities)  on  the exercise of this Warrant pursuant to Section 1,
exchanging  this  Warrant  pursuant  to  Section  7,  and replacing this Warrant
pursuant  to  Section  8,  or  any  of  the  foregoing,  and thereafter any such
issuance,  exchange  or  replacement,  as the case may be, shall be made at such
office  by  such  agent.

     12.     Transfer on the Company's Books.  Until this Warrant is transferred
             -------------------------------
on  the books of the Company, the Company may treat the registered holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13.     Notices,  Etc.  All  notices  and  other  communications  from  the
             -------------
Company  to  the  Holder  shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in  writing by such Holder or, until any such Holder furnishes to the Company an
address,  then  to, and at the address of, the last Holder  who has so furnished
an  address  to  the  Company.

     14.     Miscellaneous.  This  Warrant  and  any term hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  THIS  WARRANT


<PAGE>
SHALL  BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW  YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  ANY ACTION BROUGHT
CONCERNING  THE  TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY
IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF
NEW  YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION
AND  BRING  AN  ACTION OUTSIDE THE STATE OF NEW YORK.  The individuals executing
this  Warrant  on  behalf  of the Company agree to submit to the jurisdiction of
such  courts and waive trial by jury.  The prevailing party shall be entitled to
recover  from  the other party its reasonable attorneys' fees and costs.  In the
event  that  any provision of this Warrant is invalid or unenforceable under any
applicable  statute  or  rule  of  law,  then  such  provision  shall  be deemed
inoperative  to  the  extent  that it may conflict therewith and shall be deemed
modified  to conform with such statute or rule of law.  Any such provision which
may  prove  invalid or unenforceable under any law shall not affect the validity
or  enforceability of any other provision of this Warrant.  The headings in this
Warrant  are  for  purposes  of reference only, and shall not limit or otherwise
affect  any  of  the  terms  hereof.  The  invalidity or unenforceability of any
provision  hereof  shall  in no way affect the validity or enforceability of any
other  provision  hereof.  The  Company  acknowledges  that  legal  counsel
participated  in the preparation of this Warrant 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 Warrant to
favor  any  party  against  the  other  party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS]


<PAGE>
     IN  WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first  written  above.

                                        GARWOOD PETROSEARCH, INC.

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


<PAGE>
                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:  Garwood Petrosearch, Inc.
     675 Bering Drive, Suite 200
     Houston, TX 77057
     Attention: David Collins

     The  undersigned,  pursuant  to  the  provisions  set forth in the attached
Warrant  (No.  1),  hereby  irrevocably  elects to purchase shares of the Common
Stock  covered  by  such  Warrant.

     The  undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$           .  Such payment takes the form of $           in lawful money of the
 -----------                                   ----------
United  States.

     The undersigned requests that the certificates for such shares be issued in
the  name  of,  and  delivered to
                                  ----------------------------------------------
whose address is                                                               .
                 --------------------------------------------------------------

     The  undersigned  represents  and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration  under  the  Securities  Act.

Dated:
     -----------------------------      ----------------------------------------
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        Warrant)

                                        Address:
                                                --------------------------------

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


<PAGE>
                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented  by  the  within  Warrant  to  purchase the percentage and number of
shares  of  Common  Stock  of  Garwood  Petrosearch,  Inc. into which the within
Warrant  relates  specified  under  the  headings  "Percentage  Transferred" and
"Number  Transferred,"  respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of  Garwood  Petrosearch,  Inc. with full power of substitution in the premises.


                                                    Percentage     Number
Transferees               Address                   Transferred    Transferred
-----------               -------                   -----------    -----------

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

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

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

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


Dated:
      ----------------------------      ----------------------------------------
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        Warrant)

                                        Address:
                                                --------------------------------

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

                                        Address:

                                        SIGNED IN THE PRESENCE OF:


                                        ----------------------------------------
                                                        (Name)

ACCEPTED AND AGREED:
[TRANSFEREE]


-----------------------------------
              (Name)