FIRST AMENDED AND RESTATED PROGRAM AGREEMENT
                  --------------------------------------------

     THIS  FIRST  AMENDED  AND  RESTATED  PROGRAM  AGREEMENT  (Agreement), dated
February  6,  2006,  is between HARDING COMPANY (Harding) and PETROSEARCH ENERGY
CORPORATION  (Petrosearch).

     WHEREAS,  Harding  and  Petrosearch  previously  entered  into that certain
Program  Agreement  dated  as of January 24, 2006 (the "The Program Agreement"),
And

     WHEREAS,  Harding  and  Petrosearch desire to amend and restate the Program
Agreement  on  the  terms  and  conditions  set  forth  herein;  and

     WHEREAS,  Harding  entered into a Memorandum of Understanding Regarding Gas
Evacuation from ExxonMobil and Harding Barnett Shale E&P Venture with ExxonMobil
Gas  &  Power  Marketing  (Exxon  G&P)  on June 24, 2005 concerning the possible
evacuation  of  natural  gas through one or more pipelines owned by Exxon G&P in
Dallas,  Denton,  Ellis,  Johnson  and  Tarrant  Counties  (MOU);  and

     WHEREAS, Harding entered into a Lease Acquisition and Exploration Agreement
for Dallas, Denton, Ellis, Johnson, and Tarrant Counties, Texas with Exxon Mobil
Corporation  (Exxon)  dated  June  29,  2005  (E&P  Agreement) providing for the
acquisition  and development of oil and gas leases (Leases) in the area shown on
Exhibit  A (Contract Area) and the terms not otherwise defined in this Agreement
shall  have  the  same  meaning  as  set forth in the MOU and E&P Agreement; and

     WHEREAS,  Petrosearch  has  agreed  to  participate  with  Harding  in  the
acquisition  and  development  of  an  undivided  interest  in the Leases in the
Contract  Area;  and

     WHEREAS,  Petrosearch has agreed to fund $28,000,000 in accordance with the
terms  of  this Agreement to acquire working interests in Leases in the Contract
Area  and  to  pay  its proportionate share, at its discretion and in accordance
with  the  terms  of this Agreement, to acquire an undivided working interest in
Leases  in  the Contract Area and drill the lesser of a minimum of 15 wells or a
sufficient  number  of  wells  to  insure  that the production volume from wells
averages  no  less  than 10 Million cubic feet of gas per day within ninety (90)
days  from  the acceptance of the pipeline pursuant to agreements with Exxon and
30  million  cubic  feet of gas per day within one hundred and eighty (180) days
from  the  acceptance  of  the  pipeline  pursuant to agreements with Exxon; and

     WHEREAS,  Harding has agreed to offer terms to Petrosearch pursuant to this
Agreement which will be no less favorable than those offered others investing in
this  project  other  than PostScriptum and its affiliates for the period of one
hundred  eighty  days  from  the  execution  of  this  Agreement;  and

     NOW,  THEREFORE, in consideration of the above premises, the parties hereby
agree  as  follows:

     1.     COMMITMENT  BY  PETROSEARCH/PROPORTIONATE  REDUCTION.   Harding  and
            ----------------------------------------------------
Petrosearch  agree  that Petrosearch shall have the right to invest TWENTY EIGHT


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MILLION  AND  NO/100  DOLLARS  ($28,000,000.00)  under  this  Program  Agreement
(Petrosearch  Commitment).  Said  Petrosearch  Commitment shall be funded by the
"Initial  Payment"  described  in 2. below and the balance will be paid upon the
presentation  of  invoices  by  Harding  in  accordance  to  the  terms  of this
Agreement.  Should Petrosearch pay less than the total Petrosearch Commitment of
$28,000,000.00  due  to  the  inability  of  Petrosearch  to  consummate  its
investor/lender  financing  for  the  project  to  the  full  extent  of  the
$28,000,000.00 sum, then the percentage leasehold ownership, revenue sharing and
cost-bearing interests described in this Agreement shall each be proportionately
reduced.  Proportionate  reduction shall NOT apply to a failure to fund the full
$28,000,000.00 as a result of one of the following events: a) termination of the
E&P  Agreement  by Exxon prior to expenditure of such sum; b) failure of Harding
to  expend  the  full  sum  (i.e^  aggregate  invoices  presented  by Harding to
Petrosearch do not equal such sum); or c) early termination of this Agreement by
Petrosearch  due  to  the  occurrence  of  one  of  the events set forth in this
Agreement  entitling  Petrosearch to terminate. All references in this Agreement
to  the  "Petrosearch  Commitment"  shall  refer to the actual funds invested by
Petrosearch  of  up  to  $28,000,000.00.  Should,  except  as  provided  above,
Petrosearch  not  invest  the  total  amount  of  the  Petrosearch Commitment of
$28,000,000.00 the parties shall promptly reconcile the financial accounting and
the  percentage  ownership  in the Leases and wells to reflect, proportionately,
the  amount  actually  invested.  In  the  event  Petrosearch  funds  less  than
$5,000,000.00,  such investment will entitle Petrosearch to one percent (1%) per
$2,400,000  invested and all interests will be adjusted accordingly. By example,
should  Petrosearch fund only $4,000,000.00 of the total Petrosearch Commitment,
the  Petrosearch ownership referred to elsewhere herein would change as follows:
34.432%  would  reduce  to  4.919%, 24.938% would reduce to 3.563% and 14% would
reduce  to  1.667%.

     2.     CLOSING.  Upon  signing  this  Agreement,  Harding  shall  provide
            -------
Petrosearch  with  a Certificate from an officer of Harding certifying that none
of  the  agreements  with  Exxon G&P and Exxon relating to the Project Area that
have  previously  been  provided  Petrosearch  have  been  amended. On or before
February  6,  2006  (Closing),  Petrosearch shall wire to Harding, as an initial
commitment,  TWO  MILLION  EIGHT  HUNDRED  THOUSAND  AND  NO/100  DOLLARS
($2,800,000.00)  (Initial  Payment). Harding may apply the Initial Payment funds
as  set forth in 10. below. If, for any reason, Petrosearch fails to deliver the
Initial  Payment  at  Closing,  then Harding may terminate this Agreement as its
sole  remedy  and neither party shall have any further duty or obligation to the
other.

     3.     PROGRAM  BUDGETING  AND  ADMINISTRATION.  Harding  shall  serve  as
            ---------------------------------------
operator  of  the  Leases and shall budget the funds invested by Petrosearch and
allocate  the  funds  for  both  leasing activities and drilling operations in a
manner  which  shall  achieve  sufficient  drilled  wells  to  meet  all  of the
volumetric  requirements  set  forth in the E&P Agreement. Harding shall provide
Petrosearch with a copy of all such budgets initially and as may be amended from
time  to  time,  and  shall grant Petrosearch reasonable access to all financial
records  pertaining  to  the Leases and activities in the Contract Area. Harding
represents  and  warrants  to  Petrosearch  that  it shall notify Petrosearch in
writing  prior  to  entering  into  any agreement or amendment with Exxon G&P or
Exxon  after  the  date of execution of this Agreement and that Harding will not
intentionally  enter  into  any


<PAGE>
agreement  or  amendment  which  adversely affects Petrosearch as it pertains to
this  Agreement.

     4.     LEASE  ACQUISITION  ACTIVITIES.
            ------------------------------

            a.     Proportionate  Reduction.  All  leasehold  interests acquired
                   ------------------------
     pursuant  to this Agreement shall be proportionately reduced to reflect the
     mineral  interest  covered  by  the  particular  Lease  acquired.

            b.     Cost  Bearing  and Ownership Percentages. As Harding acquires
                   ----------------------------------------
     Leases  pursuant  to  the  terms of the E&P Agreement, Petrosearch shall be
     entitled  to  participate in such Lease acquisitions. Until the expenditure
     of  the  Petrosearch Commitment, Petrosearch shall pay thirty four and four
     hundred and thirty-two one thousandths percent (34.432%) of the acquisition
     costs  of  the Leases and shall be entitled to an undivided twenty four and
     nine  hundred  and  thirty-eight  one thousandths percent (24.938%) working
     interest  in  each Lease subject only to the burdens on said Leases created
     pursuant to the terms of this Agreement. The Leases shall not be subject to
     any  burdens other than the landowner's royalties and those provided in the
     E&P  Agreement.  After  the  expenditure  of  the  Petrosearch  Commitment,
     Petrosearch's  share  of  Lease acquisition costs shall be fourteen percent
     (14%).  Upon achieving "Payout" (as hereinafter defined), Petrosearch shall
     own  a  fourteen  percent  (14%) working interest in all Leases and Harding
     shall own a ten and nine hundred and thirty-eight one thousandths (10.938%)
     working  interest  in  all  Leases  as  provided pursuant to the terms this
     Agreement.

            c.     Disposition  of  Leases  prior  to  Payout. In the event of a
                   ------------------------------------------
     disposition  of  any  Lease  prior  to  Payout, the parties shall share the
     proceeds  of  such disposition in the proportion which the purchase of such
     Lease  was  funded.

            d.     Leasing Procedures. The parties to this Agreement will follow
                   ------------------
     the  same  procedures  set  forth  in Section 4.3 of the E&P Agreement with
     regard  to  the  acquisition  of said Leases. It is provided, however, that
     Petrosearch  shall  have  only  ten  (10)  working  days from Petrosearch's
     receipt  of  the  lease  acquisition proposal to pay its share of the Lease
     Acquisition  Costs  for  each  Lease acquired pursuant to the terms of this
     Agreement  rather  than the time limit provided in the E&P Agreement. It is
     further  provided  that  until  the  Petrosearch  Commitment  is  expended,
     Petrosearch shall not have the option of electing not to participate in the
     acquisition of a Lease in the Contract Area prior to the expenditure of the
     Petrosearch  Commitment  unless  i)  Exxon elects not to participate in the
     acquisition  of  its  proportionate  share  of  the  Lease  in  which  case
     Petrosearch  shall have the longer of three (3) days from the time of being
     notified  of  Exxon's  election or the balance of the ten (10) day election
     period  in order to decide whether or not to participate in the acquisition
     of  the  Lease or ii) either Exxon or Harding have elected to terminate the
     E&P Agreement. In any event, should Petrosearch elect not to participate in
     the  acquisition of said Lease, the Lease shall thereafter be excluded from
     the  terms  of  this  Agreement.  After  the  expenditure  of


<PAGE>
     the  Petrosearch Commitment, should Harding elect to acquire a Lease in the
     Contract  Area  and Petrosearch elect not to participate in the acquisition
     of  that  Lease,  such Lease shall thereafter be excluded from the terms of
     this  Agreement.  Leases  acquired  by  Petrosearch  shall  be owned in the
     proportions  set  forth  in  4(b)  above.

            e.     If  Exxon  elects  to  cancel  the  E&P  Agreement  before
     Petrosearch has expended its Petrosearch Commitment under the terms of this
     Agreement as provided below, Harding may elect to continue acquiring Leases
     pursuant  to  the  terms  of this Agreement, whereupon, Petrosearch, in its
     sole discretion, may elect to continue to fund said acquisition, or Harding
     may  elect  to  cease  acquiring  Leases in the Contract Area. In the event
     Harding  elects  to continue to acquire Leases and Petrosearch continues to
     fund  said acquisition, said Leases shall be acquired and owned in the same
     proportions  set  forth  in  4(b)  above.

     5.     OPERATING  AGREEMENT.
            --------------------

            a.     Use  of  Model  Form.  This Agreement will be governed by and
                   --------------------
     will  include a standard form operating agreement pursuant to which Harding
     will  be  the Operator of the Leases subject to the terms of this Agreement
     and will carry out operations. The form of operating agreement shall be the
     same  form of operating agreement which is attached as Exhibit C to the E&P
     Agreement  (Operating  Agreement).  The  parties  will hold their interests
     pursuant  to the terms of the Exxon G&P Agreement and the E&P Agreement and
     this  Agreement  and the operations will be conducted pursuant to the terms
     of  said  Operating  Agreement.

            b.     Overhead  Rates. Overhead rates under the Operating Agreement
                   ---------------
     between  Harding and Petrosearch will be as set out in the COPAS Accounting
     Procedure  attached  as  Exhibit  C  to  the  Operating  Agreement.

            c.     Non-consent  Stipulations.  Except  as set forth in 1. above,
                   -------------------------
     until  Petrosearch  has  expended a sum equal to the Petrosearch Commitment
     pursuant  to  the  terms  of this Agreement, Petrosearch shall not have the
     right  to  non-consent  to  any  operation  or  Lease acquisition conducted
     pursuant  to the terms of the Operating Agreement. To the extent operations
     are  conducted  after  the  expenditure  of the Petrosearch Commitment, and
     Petrosearch  has  the option of non-consenting to such operations, then the
     non-consent  operations  will  be governed by the non-consent provisions of
     the  Operating  Agreement. It is provided, however, that should Petrosearch
     elect to not participate in the drilling of a well proposed pursuant to the
     terms  of the Operating Agreement, (a Non- consent Well), Petrosearch shall
     be  deemed  non-consent  for  that  well, its proration unit and all future
     leases  and  wells  within  one  proration  unit  of  such  proration  unit
     (Non-Consent Area) and shall relinquish all its title to such Leases within
     the  Non-Consent  Area  to Harding (and Harding shall reimburse Petrosearch
     for  its  actual  costs  incurred in acquiring said Leases) and Petrosearch
     shall  thereafter  neither  pay  for nor own an interest in such Leases and
     wells  in  the


<PAGE>
     Non-Consent Area and such Leases and wells shall be excluded from the terms
     of  this  Agreement. Nothing in this section, however, shall be interpreted
     so  as  to  cause  Petrosearch to lose its interest in Leases to the extent
     they  are within a proration unit which contains a well which is within the
     Non-Consent  Area which Petrosearch has already earned through drilling. In
     the  event  that  Harding elects non-consent status as to the drilling of a
     well  under  the  Operating  Agreement,  Harding  shall  be  deemed  to  be
     non-consent  for  that  well,  its proration unit and all future leases and
     wells  within  one proration unit of such proration unit (Non-Consent Area)
     and  shall  relinquish  all its title to such Leases to the extent they are
     within the Non-Consent Area to Petrosearch (and Petrosearch shall reimburse
     Harding  for  its  actual  costs  incurred  in  acquiring  said Leases) and
     thereafter Harding shall neither pay for nor own an interest in such Leases
     and  wells  in  the  Non-Consent  Area,  and such Leases and wells shall be
     excluded  from  the  terms  of  this  Agreement.  Nothing  in this section,
     however,  shall  be interpreted so as to cause Harding to lose its interest
     in  Leases  to the extent they are within a proration unit which contains a
     well  which is within the Non-Consent Area which Harding has already earned
     through  drilling.

     6.     DRILLING COSTS ALLOCATION. Petrosearch will pay 34.432% of the costs
            -------------------------
incurred  in  exploration,  including,  without  limitation,  geological  and
geophysical  costs  and  the  drilling,  and if completed, the completion (or if
plugged and abandoned, plugging and abandoning) of each well as well as the cost
of  preparing  said gas and laying gathering lines and connecting said well to a
transmission  line  from  the Leases until such time as Petrosearch has expended
amounts  in  the  aggregate  equal  to  its  Petrosearch  Commitment.  After the
expenditure  of  the  Petrosearch  Commitment,  each party shall pay such costs,
which  will  be billed in the proportions, Harding 20.432% and Petrosearch 14.0%
subject  to the non-consent provisions of the Operating Agreement and subject to
proportionate  reduction  described  in  1.  above.

     7.     OPERATING  COSTS  ALLOCATION.  Petrosearch  will  pay  24.938%  of
            ----------------------------
operating  costs  until  "Payout" as herein defined. After "Payout", the parties
shall  pay  operating  costs in the proportions: Harding 10.938% and Petrosearch
14.0%  subject to the non-consent provisions of the Operating Agreement and this
Agreement.

     8.     DEFINITION OF PAYOUT. For purposes of this Agreement, "Payout" shall
            --------------------
mean  the  first  day  of  the  calendar  month  following  the day during which
"Distributions"  actually  paid to Petrosearch equal the Petrosearch Commitment.
For  purposes  of this provision, Distributions are defined as proceeds from the
sale  of  assets  and  revenues  paid  to  the working interest which are net of
operating  costs,  production  and  ad  valorem  taxes, royalties and overriding
royalties.

     9.     LEASEHOLD  REVENUE  INTEREST  ALLOCATIONS. Until Payout, Petrosearch
            -----------------------------------------
shall  receive  24.938%  of the net revenues from production attributable to all
wells  drilled  pursuant  to  the  terms  of  this  Agreement. After Payout, net
revenues  from  the  24.938% working interest shall be shared in the proportions
Harding  10.938%  and  Petrosearch  14.0%, subject to proportionate reduction as
outlined  in  1.  above.


<PAGE>
     10.     INITIAL  PAYMENT  AND  APPLICATION  OF SAME. The $2,800,000 Initial
             -------------------------------------------
Payment  shall  be  used to pay costs in the manner detailed on Exhibit C to the
Operating  Agreement.  The  payments  will  be  for  land costs and the costs of
conducting and interpreting seismic and geological surveys incurred in acquiring
leases  and  costs  related  to the drilling, completing and operation of one or
more  wells  within  the  Contract  Area as referenced in Section 5.1 of the E&P
Agreement  (and  as  described  on  Exhibit  C  of  the  E&P  Agreement).

     11.     PIPELINE  ACCESS RIGHTS. Harding shall make available and guarantee
             -----------------------
to  Petrosearch that it shall enjoy the same right of access to the gas pipeline
provided  for  under  the  terms  of  the  MOU or any definitive agreement which
supersedes the MOU. In the absense of such right, Petrosearch may terminate this
Agreement  and  exercise  the  repurchase  "put"  option set forth in 13. below.

     12.     ASSIGNMENT  OF PROGRAM AGREEMENT RIGHTS. Except as set forth herein
             ---------------------------------------
below,  this Agreement may be not be assigned in whole or in part by Petrosearch
without  the  prior  written  consent  of  Harding,  which  consent  will not be
unreasonably  withheld.  To  the  extent  of  any  assignment  by Petrosearch is
approved,  the  term  "Petrosearch" shall refer to Petrosearch and any assignee.
This  Agreement may not be assigned by Harding without the prior written consent
of  Petrosearch,  which consent will not be unreasonably withheld. To the extent
that  any  assignment  by Harding is approved, the term "Harding" shall refer to
Harding  and  any  assignee.  No assignment will be effective until the assignee
agrees  in writing to the terms of this Agreement and assumes responsibility for
the interest so assigned. Petrosearch is hereby authorized to make the following
assignments  without  the  consent  of  Harding:  (i)  assignments to persons or
entities  in  which Petrosearch holds an ownership interest; (ii) assignments in
connection  with  a  merger, consolidation or combination involving the stock or
assets  of  Petrosearch: (iii) assignments to Petrosearch's investors or lenders
to  secure  financing,  but  in  all  such cases, prior to such assignment, such
assignee  agrees  in  writing  to  the  terms  of this Agreement and assumes the
responsibility  for  such  interest  or  (iv)  and Petrosearch remains liable to
fulfill  all  obligations  under  the  terms  of  this  Agreement.

     13.     ADDITIONAL  TERMINATION  RIGHTS  OF  PETROSEARCH/REPURCHASE OPTION.
             ------------------------------------------------------------------
Petrosearch  is entering into this Agreement because of the expertise of Harding
as  an  operator. If a change in control of Harding should occur, either by sale
or  operation  of  law,  or if Harding ceases to be Operator under the Operating
Agreement,  Petrosearch  shall  have the right, at its sole option, to terminate
this  Agreement with respect to any future Leases to be acquired in the Contract
Area,  and  Petrosearch  may  cause Harding to purchase its interest in both the
Leases  and  wells. For Leases, the purchase price shall be reimbursement of all
actual  original costs of acquisition paid by Petrosearch. With respect to wells
(in  which event it shall be all wells) the purchase price shall be the original
actual costs incurred by Petrosearch less revenues distributed to Petrosearch to
that point in time. In order to be effective, a notice by Petrosearch to Harding
to  effect  such a repurchase must be in writing and delivered to Harding within
sixty  (60)  days of such event and such notice shall include a statement of the
purchase price for the interests and shall designate a time, date, and place for
the  closing  of  the  assignment  and purchase of the interests that will be at
least  one  hundred  eighty  (180)  days  from  the  date  of  the


<PAGE>
notice.  At such closing, Harding shall deliver by wire transfer to a designated
account,  the  purchase price (less any sums received by Petrosearch pursuant to
the  terms of this Agreement), and Petrosearch shall at the time of the exchange
of  such funds assign all its right, title and interest in and to said interests
to  Harding pursuant to an assignment containing a special warranty of title and
free  of all burdens except those in existence at the time Harding assigned such
title  to Petrosearch, and Harding shall assume future liability with respect to
the  interests.  The parties agree that any dispute regarding the price shall be
handled  in  accordance  with  15.(d)  below.

     14.     PREFERENTIAL  PURCHASE  RIGHTS  AND TAG  ALONG RIGHTS. In the event
             ------------------------------------------------------
that Harding proposes to sell its interest in the Leases subject to the terms of
this  Agreement  to  a  third  party,  and ExxonMobil elects not to exercise its
rights  under the E&P Agreement, Petrosearch shall be notified in writing of the
terms of the proposed sale and shall be entitled to match the terms of the offer
and  to purchase the interests of Harding as set forth in Section VIII.f. of the
Operating  Agreement,  except  that the time period for exercise shall be thirty
(30)  days  rather than the prescribed period in the Operating Agreement. Should
Petrosearch  decline  such  preferential  purchase  right  and  Harding  fail to
consummate  the  third  party  sale  thereafter  under  the  offered terms, then
Petrosearch's preferential purchase rights under this Section shall continue and
shall be applicable to future proposed sales by Harding, if any. The exercise of
any  preferential  right  by Petrosearch shall be prorata with all other parties
entitled  to  participate  in such right. Should Petrosearch decline to exercise
its preferential purchase rights, then alternatively, Petrosearch shall have the
option  to  proportionately  participate  with  Harding  and  all  other parties
entitled  to  participate in the sale based upon the parties' relative ownership
percentages.

     15.     ADMINISTRATIVE  PROVISIONS. The following administrative provisions
             --------------------------
shall  apply  to  this  Agreement:

             a.     Relationship  of the Parties. This Agreement is not intended
                    ----------------------------
     to  create  and  will not be construed as creating any type of partnership,
     joint  venture,  association  or other relationship where either party will
     become  liable  for  the  acts  or  obligations  to  the  other  party.

             b.     Notices.  Except  as otherwise specifically provided herein,
                    -------
     all  notices  to  be  given  under  this  Agreement  shall  be delivered in
     accordance  with  the  notice provisions of the Operating Agreement but the
     addresses  of the parties to this Agreement shall be those provided herein.

             c.     Entire  Agreement. This Agreement including its Exhibits and
                    -----------------
     the  relative  portions  of the Operating Agreement represent the final and
     entire  agreement  by  and  between the parties with respect to the subject
     matter  herein  contained  and  supersedes  all prior discussions and prior
     agreements  relating  to  such  subject  matter.

             d.     Dispute  Resolution.
                    -------------------


<PAGE>
                    i.     Governing  Law.  THIS  AGREEMENT SHALL BE GOVERNED BY
          AND  INTERPRETED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS,
          WITHOUT  REGARD  TO  ANY  CONFLICT  OF  LAWS  RULES  THAT WOULD DIRECT
          APPLICATION  OF  THE  LAWS  OF ANOTHER JURISDICTION. The venue for any
          such  determination  shall  be  Dallas  County,  Texas.

                    ii.     Arbitration.  Any and all claims, demands, causes of
          action,  disputes, controversies and other matters in question arising
          out of or relating to this Agreement, including any question regarding
          its  breach,  existence, validity or termination, which the parties do
          not  resolve  amicably,  shall  be  resolved  by  one  arbitrator  in
          accordance  with  the  Arbitration  Rules  of the American Arbitration
          Association.  The  place  of  arbitration  shall be Dallas, Texas. The
          resulting arbitral award shall be final and binding, and judgment upon
          such  award may be entered in any court having jurisdiction. A dispute
          shall  be  deemed  to have arisen when either party notifies the other
          party  in  writing  to  that  effect. The arbitrator, shall be a party
          knowledgeable  of  the  relevant area of law, shall be total impartial
          and shall have no authority to award special, indirect, consequential,
          exemplary  or  punitive  damages.

             e.     Severability.  If any provision of this Agreement is for any
                    ------------
     reason  held to be in violation of any applicable law, governmental rule or
     regulation,  or  if  the  provision  is held to be unenforceable, then such
     provision  shall  be  deemed  null  and  void. All other provisions of this
     Agreement  shall  remain  in  full  force  and  effect.

             f.     Binding  Effect.  This  Agreement  shall be binding upon and
                    ---------------
     inure  to the benefit of the parties hereto and their respective successors
     and  permitted  assigns.

             g.     Modifications  and  Amendments.  This Agreement shall not be
                    ------------------------------
     modified  or amended except by a written document executed by an authorized
     representative  of  both  parties  hereto.

             h.     News  Releases  and Public Announcement. Neither party shall
                    ---------------------------------------
     issue  any  news  release  or  make any public announcement relating to the
     subject  matter of this Agreement without the prior written approval of the
     other party, which approval shall not be unreasonably or untimely withheld;
     provided,  however,  that  such prior approval shall not be required in the
     event  that  a  party  is  compelled  to issue a release or announcement by
     applicable  securities  laws  or requirements of any Stock Exchange, but in
     such  event the affected party shall use its reasonable efforts to give the
     other  party  at least forty-eight (48) hours advance notice of the content
     of  such  release.


<PAGE>
             i.     Conflicts.    If  a  provision in the body of this Agreement
                    ---------
     is  in conflict with a provision in an Exhibit hereto, the provision in the
     body  of  this  Agreement  shall  prevail.  Additionally,  if  there is any
     conflict  between  this Agreement and the Operating Agreement as it relates
     to  the  parties  hereto,  the  provisions of this Agreement shall prevail.

             j.     No  Consequential  Damages.  NOTWITHSTANDING ANYTHING TO THE
                    --------------------------
     CONTRARY  IN  THIS  AGREEMENT, IN NO EVENT SHALL ONE PARTY BE LIABLE TO THE
     OTHER  PARTY FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL,
     REMOTE,  OR  SPECULATIVE DAMAGES, EVEN IF CAUSED BY THE SOLE, JOINT, AND/OR
     CONCURRENT  NEGLIGENCE,  STRICT  LIABILITY,  OR  OTHER  FAULT  OF  A PARTY.

             k.     No  Third-Party  Beneficiaries.  Nothing  in this Agreement,
                    ------------------------------
     expressed  or implied, shall give or be construed to give any person, other
     than  the  parties and their successors and permitted assigns, any legal or
     equitable  right,  remedy  or  claim under or in respect to this Agreement,
     except  as  specifically  provided  herein.

             1.     Interpretation.
                    --------------

                    i.     Headings.   The  topical  headings  used  in  this
          Agreement  are  for  convenience  only  and  shall not be construed as
          having  any  substantive significance or as indicating that all of the
          provisions  of this Agreement relating to any topic are to be found in
          any  particular  article.

                    ii.  Singular and Plural. Reference to the singular includes
          a  reference  to  the  plural  and  vice  versa.

                    iii. Gender. Reference to one gender includes a reference to
          the  other.

                    iv.  Paragraph  or  Exhibit.  Unless  otherwise  provided,
          reference  to any paragraph or an Exhibit means a paragraph or Exhibit
          of  this  Agreement.

                    v.  Include.  The  meaning  of  the  words  "include"  and
          "including"  shall  include  "not  limited  to."

             m.     Counterpart Execution. This Agreement may be executed in two
                    ---------------------
     counterparts  and  each  such  counterpart  shall  be  deemed  an  original
     agreement  for  all purposes; provided that neither party shall be bound to
     this  Agreement  unless and until both parties have executed a counterpart.
     If  this  document is transmitted by facsimile machine, it shall be treated
     for  all  purposes  as  an original document. The signature of any party on
     this document transmitted by way of a facsimile machine shall be considered
     for  all  purposes  as  an  original  signature  and  shall


<PAGE>
     have  the same binding legal effect as an original signature on an original
     document.

             n.     Waiver.  No  waiver by any party of any one or more defaults
                    ------
     by  another  party  in  the  performance of any provision of this Agreement
     shall operate or be construed as a waiver of any future default or defaults
     by  the same party whether of a like or of a different character. Except as
     expressly  provided  in  this  Agreement,  no party shall be deemed to have
     waived,  released  or modified any of its right under this Agreement unless
     such party has expressly stated, in writing, that it does waive, release or
     modify  such  right.

             o.     Joint Preparation. Each provision of this Agreement shall be
                    -----------------
     construed as though all parties participated equally in the drafting of the
     same.  Consequently,  the  parties  acknowledge  and agree that any rule of
     construction  that a document is to be construed against the drafting party
     shall  not  be  applicable  to  this  Agreement.

             p.     Favored  Nations. It is provided that should Harding, within
                    ----------------
     one  hundred eighty (180) days after the execution of this Agreement, enter
     into  a comparable agreement with a third party (other than PostScriptum or
     its  affiliates)  which  provides  more favorable terms to such third party
     than  provided  in  this  Agreement,  such terms shall be made available to
     Petrosearch  to  improve  the  terms  of  this  Agreement.

     IN WITNESS WHEREOF, each party, through its duly authorized representative,
has  executed  this  Agreement, to become binding on the parties effective as of
the  date  first  above  written.
                                             SIGNATURES APPEAR ON FOLLOWING PAGE


<PAGE>
HARDING  COMPANY


BY:  /S/  R.  W.  HARDING
    -------------------------------
NAME:  R.  W.  HARDING
      -----------------------------
TITLE:  PRESIDENT  AND  CEO
       ----------------------------


PETROSEARCH  ENERGY  CORPORATION


BY:  /S/  N.  BENINGER
     ------------------------------
NAME:  N.  BENINGER
       ----------------------------
TITLE:  COO
       ----------------------------