STOCK PLEDGE AGREEMENT
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     This  Stock  Pledge  Agreement  (this "Agreement"), dated as of November 1,
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2006,  among Laurus Master Fund, Ltd. (the "Pledgee"), Petrosearch Energy Corp.,
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a  Nevada corporation (the "Company"), and each of the other undersigned parties
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(other  than  the Pledgee) (the Company and each such other undersigned party, a
"Pledgor"  and  collectively,  the  "Pledgors").
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                                   BACKGROUND
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     Garwood  Petrosearch,  Inc.,  a  Texas corporation ("Garwood"), has entered
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into  a  Securities Purchase Agreement, dated as of the date hereof (as amended,
modified,  restated  or supplemented from time to time, the "Securities Purchase
                                                             -------------------
Agreement"),  pursuant  to  which  the  Pledgee provides or will provide certain
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financial  accommodations  to  Garwood.

     In  order  to  induce  the  Pledgee  to  provide or continue to provide the
financial  accommodations  described in the Securities Purchase Agreement and to
secure  Garwood's  obligations  and  indebtedness  to  Pledgee, each Pledgor has
agreed  to  pledge  and  grant  a  security interest in the collateral described
herein  to  the  Pledgee  on  the  terms  and  conditions  set  forth  herein.

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration the receipt of which is hereby acknowledged, the parties
hereto  agree  as  follows:

     1.     Defined  Terms.  All  capitalized  terms  used  herein which are not
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defined  shall  have  the  meanings  given  to  them  in the Securities Purchase
Agreement.

     2.     Pledge  and  Grant  of  Security  Interest.  To  secure the full and
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punctual  payment  and  performance  of  (the following clauses (a) through (c),
collectively,  the  "Obligations")  (a)  the  obligations  under  the Securities
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Purchase  Agreement  and  the  Related  Agreements referred to in the Securities
Purchase  Agreement  (the  Securities  Purchase  Agreement  and  the  Related
Agreements,  as each may be amended, restated, modified and/or supplemented from
time  to  time,  collectively,  the  "Documents"),  (b)  the  obligations  and
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liabilities  of Garwood to Pledgee under the Secured Term Note dated as the date
hereof  made  by  Garwood in favor of Pledgee; and (c) all other obligations and
liabilities  of  Garwood and each Pledgor to the Pledgee 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 (in each case, irrespective
of  the genuineness, validity, regularity or enforceability of such Obligations,
or  of  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 such in any case
commenced by or against Garwood and/or any Pledgor under Title 11, United States
Code, including, without limitation, obligations of Garwood and each Pledgor for
post-petition  interest, fees, costs and charges that would have accrued or been
added  to  the  Obligations but for the commencement of such case), each Pledgor
hereby  pledges, assigns, hypothecates, transfers and grants a security interest
to  Pledgee  in  all  of  the  following  (the  "Collateral"):
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          (a)     the shares of stock set forth on Schedule A annexed hereto and
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expressly  made  a  part hereof (together with any additional shares of stock or
other  equity  interests  acquired  by  any  Pledgor,  the "Pledged Stock"), the
                                                            -------------
certificates representing the Pledged Stock and all dividends, cash, instruments
and  other  property  or  proceeds  from  time  to  time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Stock;

          (b)     all  additional  shares  of  stock  of  any  issuer  (each, an
"Issuer")  of the Pledged Stock from time to time acquired by any Pledgor in any
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manner,  including,  without  limitation,  stock  dividends or a distribution in
connection  with any increase or reduction of capital, reclassification, merger,
consolidation,  sale  of assets, combination of shares, stock split, spin-off or
split-off  (which  shares shall be deemed to be part of the Collateral), and the
certificates  representing  such  additional  shares,  and  all dividends, cash,
instruments  and  other  property  or  proceeds  from  time  to  time  received,
receivable  or otherwise distributed in respect of or in exchange for any or all
of  such  shares;  and

          (c)     all  options  and  rights,  whether  as  an  addition  to,  in
substitution  of  or  in  exchange  for  any shares of any Pledged Stock and all
dividends,  cash,  instruments  and other property or proceeds from time to time
received,  receivable  or otherwise distributed in respect of or in exchange for
any  or  all  such  options  and  rights.

     3.     Delivery  of Collateral. All certificates representing or evidencing
            -----------------------
the  Pledged  Stock  shall  be  delivered to and held by or on behalf of Pledgee
pursuant  hereto  and  shall  be  accompanied  by  duly  executed instruments of
transfer  or  assignments  in  blank,  all in form and substance satisfactory to
Pledgee. Each Pledgor hereby authorizes the Issuer upon demand by the Pledgee to
deliver  any  certificates,  instruments  or  other  distributions  issued  in
connection  with the Collateral directly to the Pledgee, in each case to be held
by  the Pledgee, subject to the terms hereof. Upon the occurrence and during the
continuance  of  an  Event of Default (as defined below), the Pledgee shall have
the right, during such time in its discretion and without notice to the Pledgor,
to  transfer to or to register in the name of the Pledgee or any of its nominees
any  or  all of the Pledged Stock. In addition, the Pledgee shall have the right
at  such time to exchange certificates or instruments representing or evidencing
Pledged  Stock  for  certificates  or  instruments  of  smaller  or  larger
denominations.

     4.     Representations and Warranties of each Pledgor. Each Pledgor jointly
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and  severally represents and warrants to the Pledgee (which representations and
warranties  shall  be deemed to continue to be made until all of the Obligations
have  been  paid  in  full  and  each Document and each agreement and instrument
entered  into  in  connection  therewith  has been irrevocably terminated) that:

          (a)     the  execution,  delivery  and  performance by each Pledgor of
this  Agreement  and  the pledge of the Collateral hereunder do not and will not
result  in  any  violation  of  any  agreement,  indenture, instrument, license,
judgment,  decree,  order, law, statute, ordinance or other governmental rule or
regulation  applicable  to  any  Pledgor;

          (b)     this  Agreement  constitutes  the  legal,  valid,  and binding
obligation  of  each


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<PAGE>
Pledgor  enforceable  against  each  Pledgor  in  accordance  with  its  terms;

          (c)     (i)  all  Pledged  Stock owned by each Pledgor is set forth on
Schedule  A  hereto  and (ii) each Pledgor is the direct and beneficial owner of
each  share  of  the  Pledged  Stock;

          (d)     all  of  the  shares  of  the  Pledged  Stock  have  been duly
authorized,  validly  issued  and  are  fully  paid  and  nonassessable;

          (e)     no  consent  or  approval  of  any  person,  corporation,
governmental body, regulatory authority or other entity, is or will be necessary
for  (i)  the  execution,  delivery  and performance of this Agreement, (ii) the
exercise  by  the  Pledgee of any rights with respect to the Collateral or (iii)
the  pledge  and  assignment  of,  and  the grant of a security interest in, the
Collateral  hereunder;

          (f)     there  are  no pending or, to the best of Pledgor's knowledge,
threatened  actions  or  proceedings  before  any  court,  judicial  body,
administrative  agency  or  arbitrator which may materially adversely affect the
Collateral;

          (g)     each  Pledgor  has  the requisite power and authority to enter
into  this  Agreement  and to pledge and assign the Collateral to the Pledgee in
accordance  with  the  terms  of  this  Agreement;

          (h)     each  Pledger owns each item of the Collateral and, except for
the  pledge  and  security interest granted to Pledgee hereunder, the Collateral
shall  be, immediately following the closing of the transactions contemplated by
the  Documents, free and clear of any other security interest, mortgage, pledge,
claim, lien, charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively,  "Liens");

          (i)     there  are  no  restrictions  on transfer of the Pledged Stock
contained  in  the  certificate  of  incorporation  or  by-laws  (or  equivalent
organizational  documents)  of  the Issuer or otherwise which have not otherwise
been  enforceably  and  legally  waived  by  the  necessary  parties;

          (j)     none  of  the  Pledged Stock has been issued or transferred in
violation  of the securities registration, securities disclosure or similar laws
of  any  jurisdiction  to  which  such  issuance  or  transfer  may  be subject;

          (k)     the pledge and assignment of the Collateral and the grant of a
security  interest  under  this Agreement vest in the Pledgee all rights of each
Pledgor  in  the  Collateral  as  contemplated  by  this  Agreement;  and

          (1)     the  Pledged  Stock  constitutes one hundred percent (100%) of
the  issued  and  outstanding  shares  of  capital  stock  of  each  Issuer.

     5.     Covenants.  Each Pledgor jointly and severally covenants that, until
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the


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Obligations  shall  be indefeasibly satisfied in full and each Document and each
agreement  and  instrument  entered  into in connection therewith is irrevocably
terminated:

          (a)     No  Pledgor  will sell, assign, transfer, convey, or otherwise
dispose  of its rights in or to the Collateral or any interest therein; nor will
any Pledgor create, incur or permit to exist any Lien whatsoever with respect to
any  of  the  Collateral or the proceeds thereof other than that created hereby.

          (b)     Each  Pledgor  will,  at  its expense, defend Pledgee's right,
title  and  security interest in and to the Collateral against the claims of any
other  party.

          (c)     Each  Pledgor  shall  at any time, and from time to time, upon
the  written  request of Pledgee, execute and deliver such further documents and
do  such  further  acts and things as Pledgee may reasonably request in order to
effectuate  the  purposes  of  this Agreement including, but without limitation,
delivering  to  Pledgee, upon the occurrence of an Event of Default, irrevocable
proxies  in  respect  of  the  Collateral in form satisfactory to Pledgee. Until
receipt  thereof,  upon  an Event of Default that has occurred and is continuing
beyond  any  applicable  grace period, this Agreement shall constitute Pledgor's
proxy to Pledgee or its nominee to vote all shares of Collateral then registered
in  each  Pledgor's  name.

          (d)     No  Pledgor will consent to or approve the issuance of (i) any
additional shares of any class of capital stock or other equity interests of the
Issuer;  or  (ii)  any  securities  convertible either voluntarily by the holder
thereof  or  automatically  upon the occurrence or nonoccurrence of any event or
condition  into, or any securities exchangeable for, any such shares, unless, in
either  case,  such shares are pledged as Collateral pursuant to this Agreement.

     6.     Voting Rights and Dividends. In addition to the Pledgee's rights and
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remedies  set  forth  in  Section 8 hereof, the Pledgee shall (i) be entitled to
vote  the  Collateral,  (ii)  be  entitled  to  give  consents,  waivers  and
ratifications  in  respect  of  the  Collateral (each Pledgor hereby irrevocably
constituting  and  appointing  the Pledgee, with full power of substitution, the
proxy  and  attorney-in-fact  of  each  Pledgor  for such purposes) and (iii) be
entitled  to  collect  and  receive  for  its own use cash dividends paid on the
Collateral. No Pledgor shall be permitted to exercise or refrain from exercising
any voting rights or other powers if, in the reasonable judgment of the Pledgee,
such  action would have a material adverse effect on the value of the Collateral
or  any  part  thereof;  and, provided, further, that each Pledgor shall give at
least  five  (5) days written notice of the manner in which such Pledgor intends
to exercise, or the reasons for refraining from exercising, any voting rights or
other  powers  other  than  with respect to any election of directors and voting
with  respect  to  any  incidental  matters.  All  dividends  and  all  other
distributions  in  respect  of  any  of the Collateral shall be delivered to the
Pledgee to hold as Collateral and shall, if received by any Pledgor, be received
in  trust  for the benefit of the Pledgee, be segregated from the other property
or  funds  of  any  other  Pledgor, and be forthwith delivered to the Pledgee as
Collateral  in  the  same  form as so received (with any necessary endorsement).

     7.     Event  of  Default. An "Event of Default" under this Agreement shall
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occur  upon  the  happening  of  any  of  the  following  events:


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          (a)     An  "Event  of Default" under any Document or any agreement or
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note  related  to  any Document shall have occurred and be continuing beyond any
applicable  cure  period;

          (b)     Any  Pledgor  shall  default  in the performance of any of its
obligations  under  any Document, including, without limitation, this Agreement,
and  such  default shall not be cured during the cure period applicable thereto;

          (c)     Any  representation or warranty of any Pledgor made herein, in
any  Document  or  in  any  agreement, statement or certificate given in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
or  misleading  in  any  material  respect;

          (d)     Any  portion  of  the  Collateral  is  subjected  to a levy of
execution, attachment, distraint or other judicial process or any portion of the
Collateral  is  the  subject of a claim (other than by the Pledgee) of a Lien or
other right or interest in or to the Collateral and such levy or claim shall not
be cured, disputed or stayed within a period of fifteen (15) business days after
the  occurrence  thereof;  or

          (e)     Garwood  or  any  Pledgor  shall (i) apply for, consent to, or
suffer  to exist the appointment of, or the taking of possession by, a receiver,
custodian,  trustee,  liquidator  or  other  fiduciary  of itself or of all or a
substantial part of its property, (ii) make a general assignment for the benefit
of  creditors,  (iii)  commence  a  voluntary  case  under  any state or federal
bankruptcy  laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt
or  insolvent,  (v)  file  a petition seeking to take advantage of any other law
providing  for  the  relief  of  debtors,  (vi)  acquiesce  to,  or fail to have
dismissed,  within  thirty  (30)  days,  any  petition  filed  against it in any
involuntary  case  under  such bankruptcy laws, or (vii) take any action for the
purpose  of  effecting  any  of  the  foregoing.

     8.     Remedies.  In  case  an  Event of Default shall have occurred and is
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continuing,  the  Pledgee  may:

          (a)     Transfer  any  or all of the Collateral into its name, or into
the  name  of  its  nominee  or  nominees;

          (b)     Exercise  all  corporate rights with respect to the Collateral
including,  without limitation, all rights of conversion, exchange, subscription
or  any  other  rights,  privileges  or  options pertaining to any shares of the
Collateral  as  if  it  were  the absolute owner thereof, including, but without
limitation,  the  right  to  exchange,  at  its  discretion,  any  or all of the
Collateral  upon  the merger, consolidation, reorganization, recapitalization or
other  readjustment of the Issuer thereof, or upon the exercise by the Issuer of
any  right,  privilege  or  option  pertaining to any of the Collateral, and, in
connection  therewith, to deposit and deliver any and all of the Collateral with
any  committee,  depository, transfer agent, registrar or other designated agent
upon such terms and conditions as it may determine, all without liability except
to  account  for  property  actually  received  by  it;  and


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<PAGE>
     (c)     Subject  to  any  requirement  of  applicable law, sell, assign and
deliver  the whole or, from time to time, any part of the Collateral at the time
held  by  the Pledgee, at any private sale or at public auction, with or without
demand,  advertisement  or  notice  of  the time or place of sale or adjournment
thereof  or  otherwise (all of which are hereby waived, except such notice as is
required  by  applicable  law  and  cannot be waived), for cash or credit or for
other  property  for  immediate or future delivery, and for such price or prices
and on such terms as the Pledgee in its sole discretion may determine, or as may
be  required  by  applicable  law.

          Each Pledgor hereby waives and releases any and all right or equity of
redemption,  whether  before  or  after sale hereunder. At any such sale, unless
prohibited  by applicable law, the Pledgee may bid for and purchase the whole or
any  part  of  the  Collateral  so  sold  free  from any such right or equity of
redemption.  All  moneys received by the Pledgee hereunder, whether upon sale of
the  Collateral,  or any part thereof or otherwise, shall be held by the Pledgee
and  applied  by it as provided in Section 10 hereof. No failure or delay on the
part of the Pledgee in exercising any rights hereunder shall operate as a waiver
of  any  such rights nor shall any single or partial exercise of any such rights
preclude  any  other  or  future  exercise  thereof or the exercise of any other
rights  hereunder.  The  Pledgee  shall  have  no  duty  as to the collection or
protection  of  the  Collateral  or  any  income  thereon  nor  any  duty  as to
preservation  of  any  rights  pertaining  thereto, except to apply the funds in
accordance  with the requirements of Section 10 hereof. The Pledgee may exercise
its  rights  with  respect  to  property  held hereunder without resort to other
security for or sources of reimbursement for the Obligations. In addition to the
foregoing,  Pledgee  shall  have all of the rights, remedies and privileges of a
secured  party  under  the  Uniform  Commercial  Code  of  New  York (the "UCC")
                                                                           ---
regardless  of  the  jurisdiction  in  which  enforcement  hereof  is  sought.

     9.     Private Sale. Each Pledgor recognizes that the Pledgee may be unable
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to  effect  (or to do so only after delay which would adversely affect the value
that  might be realized from the Collateral) a public sale of all or part of the
Collateral  by reason of certain prohibitions contained in the Securities Act of
1933,  as  amended (the "Securities Act"), and may be compelled to resort to one
or more private sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire such Collateral for their own account, for
investment  and  not  with  a  view  to the distribution or resale thereof. Each
Pledgor  agrees  that  any  such private sale may be at prices and on terms less
favorable to the seller than if sold at public sales and that such private sales
shall  be  deemed  to  have  been made in a commercially reasonable manner. Each
Pledgor  agrees  that  the  Pledgee  has  no  obligation  to  delay  sale of any
Collateral for the period of time necessary to permit the Issuer to register the
Collateral  for  public  sale  under  the  Securities  Act.

     10.     Proceeds  of  Sale.  The  proceeds  of  any  collection,  recovery,
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receipt,  appropriation,  realization or sale of the Collateral shall be applied
by  the  Pledgee  as  follows:

          (a)     First,  to  the  payment of all costs, reasonable expenses and
charges  of  the  Pledgee  and to the reimbursement of the Pledgee for the prior
payment  of  such  costs, reasonable expenses and charges incurred in connection
with  the care and safekeeping of the Collateral (including, without limitation,
the  reasonable  expenses  of  any  sale  or any other disposition of any of the
Collateral),  attorneys'  fees  and  reasonable expenses, court costs, any other
fees  or  expenses  incurred  or expenditures or advances made by Pledgee in the
protection,  enforcement  or  exercise


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<PAGE>
of  its  rights,  powers  or  remedies  hereunder;

          (b)     Second,  to  the  payment  of  the Obligations, in whole or in
part,  in  such  order as the Pledgee may elect, whether or not such Obligations
are  then  due;

          (c)     Third,  to such persons, firms, corporations or other entities
as required by applicable law including, without limitation, Section 9-615(a)(3)
of  the  UCC;  and

          (d)     Fourth,  to  the extent of any surplus to the Pledgors or as a
court  of  competent  jurisdiction  may  direct.

     In  the  event  that  the  proceeds  of  any collection, recovery, receipt,
appropriation,  realization or sale are insufficient to satisfy the Obligations,
each  Pledgor  shall be jointly and severally liable for the deficiency plus the
costs  and fees of any attorneys employed by Pledgee to collect such deficiency.

     11.     Waiver  of  Marshaling.  Each  Pledgor  hereby  waives any right to
             ----------------------
compel  any  marshaling  of  any  of  the  Collateral.

     12.     No  Waiver. Any and all of the Pledgee's rights with respect to the
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Liens  granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding (a)
the  bankruptcy, insolvency or reorganization of any Pledgor, (b) the release or
substitution  of  any  item  of  the Collateral at any time, or of any rights or
interests  therein,  or (c) any delay, extension of time, renewal, compromise or
other  indulgence granted by the Pledgee in reference to any of the Obligations.
Each  Pledgor  hereby  waives  all notice of any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consents to be
bound  hereby  as  fully and effectively as if such Pledgor had expressly agreed
thereto  in  advance. No delay or extension of time by the Pledgee in exercising
arty power of sale, option or other right or remedy hereunder, and no failure by
the Pledgee to give notice or make demand, shall constitute a waiver thereof, or
limit,  impair  or  prejudice the Pledgee's right to take any action against any
Pledgor  or  to  exercise  any other power of sale, option or any other right or
remedy.

     13.     Expenses.  The  Collateral shall secure, and each Pledgor shall pay
             --------
to  Pledgee  on  demand,  from  time to time, all reasonable costs and expenses,
(including  but not limited to, reasonable attorneys' fees and costs, taxes, and
all  transfer,  recording,  filing  and other charges) of, or incidental to, the
custody,  care,  transfer,  administration  of  the  Collateral  or  any  other
collateral,  or  in  any  way  relating  to  the  enforcement,  protection  or
preservation  of  the  rights or remedies of the Pledgee under this Agreement or
with  respect  to  any  of  the  Obligations.

     14.     The  Pledgee  Appointed  Attorney-In-Fact  and  Performance  by the
             -------------------------------------------------------------------
Pledgee.  Upon  the  occurrence  of  an  Event  of  Default, each Pledgor hereby
irrevocably  constitutes  and  appoints  the  Pledgee as such Pledgor's true and
lawful  attorney-in-fact,  with  full  power  of  substitution,  to  execute,
acknowledge  and deliver any instruments and to do in such Pledgor's name, place
and  stead, all such acts, things and deeds for and on behalf of and in the name
of  such  Pledger, which such Pledger could or might do or which the Pledgee may
deem  necessary,  desirable  or


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<PAGE>
convenient  to  accomplish  the  purposes  of this Agreement, including, without
limitation,  to execute such instruments of assignment or transfer or orders and
to  register,  convey  or  otherwise  transfer  title to the Collateral into the
Pledgee's  name.  Each  Pledgor  hereby  ratifies  and  confirms  all  that said
attorney-in--fact  may  so  do  and hereby declares this power of attorney to be
coupled  with  an  interest and irrevocable. If any Pledgor fails to perform any
agreement  herein contained, the Pledgee may itself perform or cause performance
thereof,  and  any  costs  and  expenses  of  the Pledgee incurred in connection
therewith  shall  be  paid  by  the  Pledgors  as provided in Section 10 hereof.

     15.     WAIVERS. THE PARTIES HERETO DESIRES THAT THEIR DISPUTES BE RESOLVED
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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,  AND/OR  ANY COMPANY ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION
WITH  THIS  AGREEMENT,  ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR
THERETO.

     16.     Recapture.  Notwithstanding  anything  to  the  contrary  in  this
             ---------
Agreement,  if  the  Pledgee  receives any payment or payments on account of the
Obligations,  which  payment  or  payments  or any part thereof are subsequently
invalidated,  declared  to  be  fraudulent  or  preferential,  set  aside and/or
required  to  be  repaid  to  a  trustee, receiver, or any other party under the
United  States  Bankruptcy  Code,  as  amended,  or  any  other federal or state
bankruptcy,  reorganization,  moratorium  or  insolvency  law  relating  to  or
affecting  the  enforcement  of  creditors'  rights  generally,  common  law  or
equitable  doctrine,  then  to the extent of any sum not finally retained by the
Pledgee,  each Pledgor's obligations to the Pledgee shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until payment
shall  have  been  made  to  Pledgee,  which  payment  shall  be  due on demand.

     17.     Captions.  All  captions  in this Agreement are included herein for
             --------
convenience  of  reference  only and shall not constitute part of this Agreement
for  any  other  purpose.

     18.     Miscellaneous.
             -------------

          (a)     This  Agreement  constitutes  the  entire  and final agreement
among  the  parties  with  respect  to  the subject matter hereof and may not be
changed, terminated or otherwise varied except by a writing duly executed by the
parties  hereto.

          (b)     No  waiver of any term or condition of this Agreement, whether
by delay, omission or otherwise, shall be effective unless in writing and signed
by  the party sought to be charged, and then such waiver shall be effective only
in  the  specific  instance  and  for  the  purpose  for  which  given.

          (c)     In  the  event  that  any  provision  of this Agreement or the
application  thereof


                                        8
<PAGE>
to  any Pledgor or any circumstance in any jurisdiction governing this Agreement
shall,  to any extent, be invalid or unenforceable under any applicable statute,
regulation,  or  rule  of law, such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform to
such statute, regulation or rule of law, and the remainder of this Agreement and
the  application  of  any  such  invalid  or unenforceable provision to parties,
jurisdictions,  or  circumstances  other  than  to  whom  or to which it is held
invalid  or  unenforceable  shall not be affected thereby, nor shall same affect
the  validity  or  enforceability  of  any  other  provision  of this Agreement.

          (d)     This  Agreement  shall  be binding upon each Pledgor, and each
Pledgor's  successors and assigns, and shall inure to the benefit of the Pledgee
and  its  successors  and  assigns.

          (e)     All  notices,  requests  and  demands  hereunder  shall  be in
writing  and shall be deemed to have been duly given or made (i) when delivered,
if  by  hand,  (ii)  three  (3)  days  after  being sent, postage prepaid, if by
registered  or certified mail, (iii) when confirmed electronically on a business
day,  if  by  facsimile,  or  (iv)  when delivered, if by a recognized overnight
delivery  service,  to  the  undersigned at the numbers and/or address set forth
beneath  the  signature  of  the  undersigned  or as subsequently changed by the
undersigned in a written notice delivered in accordance with this Section 18 and
to  Laurus  at:

               Laurus  Master  Fund,  Ltd.
               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
               Thompson  &  Knight,  LLP
               333  Clay  Street,  Suite  3300
               Houston,  Texas  77002
               Facsimile:  832-397-8104


                                        9
<PAGE>
          (f)     THIS  AGREEMENT  AND  THE  OTHER  DOCUMENTS  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  LAW.

          (g)     EACH  PLEDGOR  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 ANY
PLEDGOR, ON THE ONE HAND, AND THE PLEDGEE, ON THE OTHER HAND, PERTAINING TO THIS
AGREEMENT  OR  ANY  OF  THE  OTHER  DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR
RELATED  TO  THIS  AGREEMENT  OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT EACH
PLEDGOR  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 AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE  THE  PLEDGEE  FROM  BRINGING  SUIT OR TAKING OTHER LEGAL ACTION IN ANY
OTHER  JURISDICTION TO COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR
ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT
ORDER  IN  FAVOR  OF THE PLEDGEE. EACH PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN
ADVANCE  TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT,
AND  EACH  PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK
OF  PERSONAL  JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS. EACH PLEDGOR
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  SUCH  PLEDGOR AT THE ADDRESS SET FORTH IN SECTION 18(e) ABOVE AND
THAT  SERVICE  SO  MADE  SHALL  BE DEEMED COMPLETED UPON THE EARLIER OF THE SUCH
PLEDGOR'S  ACTUAL  RECEIPT  THEREOF  OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAILS,  PROPER  POSTAGE  PREPAID.

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

          (i)     This  Agreement  may  be executed in one or more counterparts,
each  of  which shall be deemed an original and all of which when taken together
shall  constitute  one  and


                                       10
<PAGE>
the same agreement. Any signature delivered by a party by facsimile transmission
shall  be  deemed  an  original  signature  hereto.

                  [Remainder of Page Intentionally Left Blank]


                                       11
<PAGE>
     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day  and  year  first  written  above.

                                        PETROSEARCH  ENERGY  CORP.

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


                                        Address:
                                        -------

                                        675  Bering  Drive,  Suite  200
                                        Houston,  TX  77057
                                        Attention:  David  Collins
                                        Phone:  713-961-9337
                                        Facsimile:  713-961-9338


                                        LAURUS  MASTER  FUND,  LTD.

                                        By:  /s/ illegible
                                            ------------------------------------
                                        Name:    illegible
                                             -----------------------------------
                                        Title:   illegible
                                               ---------------------------------


                                       12
<PAGE>
<TABLE>
<CAPTION>
                           SCHEDULE A to the Stock Pledge Agreement

                                        Pledged Stock
                                        -------------

---------------------------------------------------------------------------------------------
                                             Stock                    Number         % of
                              Class of    Certificate                   of        outstanding
  Pledgor        Issuer        Stock        Number     Par Value      Shares        Shares
------------  ------------  -----------  -----------  ------------  -----------  ------------
<S>           <C>           <C>          <C>          <C>           <C>          <C>
              Garwood
Petrosearch   Petrosearch,
Energy Corp.  Inc.          Common            1          $0.001        5,500         100%
---------------------------------------------------------------------------------------------

</TABLE>


                                       13
<PAGE>
                         IRREVOCABLE STOCK OR BOND POWER

FOR  VALUE  RECEIVED, the undersigned does (do) hereby sell, assign and transfer
to
   -----------------------------------------------------------------------------

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

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

IF  STOCK,  COMPLETE  THIS  SECTION:

                     shares  of  the           stock  of
     ---------------                ---------            -----------------------
     represented  by Certificate(s) No.(s)                inclusive, standing in
                                           --------------
     the  name  of  the  undersigned  on  the  books  of  said  Company.

IF BONDS, COMPLETE THIS PORTION:

                     bonds  of                              in  the  principal
     ---------------           ----------------------------
     amount of $                          , No(s)               inclusive
                -------------------------         -------------
     standing in the name of the undersigned on the  books  of  said  Company.

The  undersigned  does  (do)  hereby  irrevocably  constitute  and  appoint
              as attorney to transfer the said stock or bond(s), as the case may
-------------
be,  on  the  books  of  said  Company,  with  full power of substitution in the
premises.


DATED:  NOVEMBER    ,  2006
                 ---


                                        Sign  here
                                                   -----------------------------

SIGNATURE  GUARANTEED  BY


------------------------------
Name:


                                       14