Exhibit 10.2


    
      

    


    EMPLOYMENT
      AGREEMENT

    


    


    This
      EMPLOYMENT AGREEMENT ("Agreement") is executed as of May 1, 2007 (“Effective
      Date”) between PETROSEARCH
      ENERGY CORPORATION, a
      Nevada
      corporation ("Company") and WAYNE
      BENINGER (“Employee”).

    


    RECITALS:

    


    A.    Company
      has been capitalized under the laws of the State of Nevada in order to acquire
      and develop key oil and gas development prospects across the United States.
      

    


    B.    Company
      desires to engage the services of Employee
      on an
      exclusive basis as an
      executive officer
      for the
      Company.

    


    TERMS
      OF AGREEMENT:

    


    NOW,
      THEREFORE, FOR VALUE RECEIVED, and in consideration of the mutual covenants
      contained herein, Company and Employee agree as follows:

    


    1.    Engagement/Term.  Company
      shall employ Employee as Chief
      Operating Officer
      for a
      period of one (1) year from the Effective Date, subject to the termination
      provisions herein (the “Term”),
      and
      Employee hereby agrees to be engaged by Company for the Term in such capacity.
      This Agreement shall automatically expire at the end of the indicated term
      unless extended in writing by Company. In the absence of such an extension
      or
      notice of non-renewal by the Company, this Agreement shall be treated as an
      agreement from month-to-month in the event that the Employee chooses to work
      for
      Company beyond the expired Term. Should Employee choose not to continue to
      work
      beyond the expired Term on a month-to-month basis, then Employee shall be
      entitled to the severance benefits described in paragraph 10a below. Should
      the
      Term of this Agreement expire and Employee choose to continue to work for
      Company on a month-to-month basis after the Term at Company’s behest, Employee
      shall not
      be
      entitled to severance benefits upon termination of the month-to-month employment
      (except accrued benefits as of termination) unless otherwise awarded at the
      sole
      discretion of the Company Chief Executive Officer. For severance purposes,
      bonuses shall not be deemed to be accrued unless and until the Board of
      Directors has declared and awarded the particular bonus to the particular
      Employee. THIS
      AGREEMENT SUPERSEDES AND REPLACES THE PRIOR EMPLOYMENT AGREEMENT BETWEEN THE
      PARTIES DATED MAY 1, 2005 (“PRIOR AGREEMENT”) AND UPON EXECUTION HEREOF BY THE
      PARTIES, THE PRIOR AGREEMENT SHALL BE DEEMED TO BE TERMINATED AND OF NO FURTHER
      EFFECT.

    


    2.    Exclusive
      Employment/Other Engagements.  Company
      and Employee hereby stipulate that this Agreement is exclusive as to Employee,
      and Employee shall not accept or enter into contemporaneous
      consulting/employment
      relationships with third parties. Employee shall dedicate a minimum of forty
      (40) hours per week to the tasks associated with the executive position assumed
      under this Agreement. 

     

    
      
        
        

      

      
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    3.    Compensation.  Employee
      shall be compensated for his services as follows:

    


    a.    Base
      Salary.
      As
      compensation to Employee for the performance of his duties or obligations under
      this Agreement, Company shall pay Employee a base salary (the “Base Salary”) of
      TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) annually, payable
      monthly, in semi-monthly installments of TEN THOUSAND FOUR HUNDRED SIXTEEN
      AND
      66/100 DOLLARS ($10,416.66) during the term of this Agreement. 

    


    b.    Bonus.
      In
      addition to receiving the Base Salary described in Section 3.a., Employee may
      be
      awarded such bonuses from time to time as are recommended by the CEO to the
      Board of Directors, and then reviewed and approved by the Compensation Committee
      of the Board of Directors (or, alternatively, approved by the Board of Directors
      directly without committee recommendation should such committee be non-existent
      or inactive). 

    


    c.    Company
      Related Travel.
      Employee shall be reimbursed, upon submission of receipts and proper
      documentation, for any and all Company related travel away from the principal
      office (Houston, Texas), including coach airfare, hotel and meals (subject
      to
      the expenditure limitations imposed by Company).

    


    d.    Documented
      Out-of-Pocket Expenses.
      Employee shall be promptly reimbursed for all other reasonable out-of-pocket
      expenses incurred on behalf of Company which are properly documented to Company;
      including, long distance telephone charges on telephones other than Company’s
      office phones.

    


    e.    Medical/Dental
      Insurance.
      Employee shall be entitled during the Term, upon satisfaction of all eligibility
      requirements, to participate in all health, dental, disability, life insurance,
      retirement and other benefit programs now or hereafter established by Company
      and shall receive such other benefits as may be approved from time to time
      by
      the CEO.

     

    4.    Death
      or Disability. Upon
      the
      death or long term disability of the Employee, this Agreement will automatically
      terminate, and the Employee (or his heirs in the case of death) will be entitled
      to six (6) months of Base Salary and benefits as listed above. All of the
      Employee’s outstanding warrants shall become exercisable upon the date of death
      or long term disability, and shall remain outstanding and exercisable per the
      terms of the warrant agreement.

    


    5.    Acknowledgment
      of Legislative Impact Upon Taxation.
      Company
      and Employee acknowledge and agree that Employee may in the future be awarded
      stock or warrant-based compensation as a bonus or as part of a plan implemented
      to benefit a group. Employee acknowledges that he/she has been advised of
      proposed legislative enactments which create uncertainty regarding future
      taxation of such stock or warrant-based compensation. Such compensation may
      be
      refused by Employee, if offered, but the Company shall have no duty to keep
      Employee apprised of the legislative enactments regarding taxation and shall
      have no liability for adverse tax consequences to Employee should Employee
      accept such stock or warrant-based compensation unless otherwise provided in
      this Agreement. 

     

    
      
        
        

      

      
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    6.    Duties
      and Obligations.  Employee
      shall perform such duties and tasks pertaining to Employee’s expertise as
      Company shall from time to time reasonably determine and specify as well as
      those duties and tasks customarily attributable to the assignment assumed as
      described in paragraph 1 above. Employee shall perform the designated tasks
      at
      the location or locations assigned by CEO from time to time, which may include
      locations other than the Company’s home office in Houston, Texas.
      Employee
      hereby covenants and agrees to perform the services for which he is hereby
      retained in good faith and with reasonable diligence in light of attendant
      circumstances. The Employee shall, at all times, be under the supervision of
      the
      CEO and shall comply with such person’s directives as to all duties and tasks to
      be performed.

    


    7.    Termination
      for Cause
      by Company.
      This
      Agreement may be terminated for
      “cause”
      by
      Company
      immediately, without prior notice (except as indicated hereinbelow) and without
      severance pay or benefits. For purposes hereof, “cause”
      shall mean any of the following events:

    


    a.    Any
      embezzlement or wrongful diversion of funds of Company or any affiliate of
      Company by Employee;

    


    b.    Malfeasance,
      poor performance as to core or delegated job assignments in the opinion of
      the
      Company CEO or insubordination by Employee in the conduct of his
      duties;

    


    c.    Failure
      to observe or strictly adhere to all Company policies put into effect and/or
      amended from time to time.

    


    d.    Abandonment
      by Employee of his job duties or repeated absences from Company-directed tasks
      which are not otherwise excused by the Company.

    


    e.    Competing
      with the Company or otherwise diverting away from the Company business
      opportunities intended for the Company or which could reasonably benefit the
      Company’s core business.

    


    f.    Other
      material
      breach
      of this Agreement by
      Employee that
      remains uncured for a period of at least thirty (30) days following written
      notice from Company to Employee of such alleged breach, which written notice
      describes in reasonable detail the nature of such alleged breach;
      or

    


    g.    Conviction
      of Employee or the entry of a plea of nolo contendere or equivalent plea of
      a
      felony in a court of competent jurisdiction, or any other crime or offense
      involving moral turpitude.

    


    8.    Termination for
      Good Reason by Employee.
      This
      Agreement may
      be
      terminated for “good reason” by Employee which, if so terminated, shall give
      rise to the severance pay provisions set forth in paragraph 10a below. For
      purposes hereof, “good reason” shall mean only a
      material breach
      of
      this Agreement by the
      Company that remains uncured for a period of at least thirty (30) days following
      written notice from Employee to Company of such alleged breach, which written
      notice describes in reasonable detail the nature of such alleged
      breach.

     

    
      
        
        

      

      
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    9.    Termination
      Upon a Change in Control. Should
      either the Company or Employee terminate employment under this
      Agreement
      as a
      result of a change in control (as defined below) and
      at
      the time of which change in control, Employee is not offered within forty five
      (45) days following the change of control a renewal of employment for at least
      one (1) year beyond the time of the change in control at an equal or greater
      monthly salary in effect at the time of the change in control which likewise
      permits Employee to perform his work tasks in the City in which Employee is
      living and working at the time of the offer, then Employee shall be entitled
      to
      the severance pay benefits described in paragraph 9b below. In order to comply
      with this provision, such offer of employment need not include the same job
      title or job description as held by Employee at the time of the change in
      control, so long as the new employment is reasonably commensurate with
      Employee’s skills and capabilities, and need not contain a new change in control
      provision covering subsequent changes in control.  

    


    For
      purposes hereof, a “Change in Control” shall mean the occurrence during the Term
      of any of the following events: (i) An acquisition (other than directly from
      the
      Company) of any voting securities of the Company (the “Voting Securities”) by
      any “Person” (as the term person is used for purposes of Section 13(d) or 14(d)
      of the Securities Exchange Act of 1934 (the “1934 Act”)) immediately after which
      such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3
      promulgated under the 1934 Act) of 40% or more of the combined voting power
      of
      the Company’s then outstanding Voting Securities; provided however, that in
      determining whether a Change in Control has occurred, Voting Securities which
      are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not
      constitute an acquisition which would cause a Change in Control. A “Non-Control
      Acquisition” shall mean an acquisition by (a) an employee benefit plan (or a
      trust forming a part thereof) maintained by (x) the Company or (y) any
      corporation or other Person of which a majority of its voting power or its
      equity securities or equity interest is owned directly or indirectly by the
      Company (a “Subsidiary”), (2) the Company or any Subsidiary, or (3) any Person
      in connection with a “Non-Control” Acquisition, (ii) the sale or other
      disposition of all or substantially all of the business or assets of the Company
      to any person (other than a transfer to a Subsidiary); or (iii) a merger,
      consolidation or reorganization involving the Company (other than with a
      Subsidiary). 

    


    10.   Severance
      Pay Provisions/Effect of Termination Without Cause by Company, With Good Reason
      by Employee or Due to Change in Control.
      

    


    a.    In
      the
      event that Company delivers to Employee a notice of non-renewal in accordance
      with paragraph 1 above, then
      Employee’s sole remedy shall be limited to recovery by Employee from Company of
      the Base Salary and
      benefits described
      above for a period equal to three (3) months. In
      the
      event that (i) this Agreement is terminated by Company without
“cause”,
      or (ii)
      Employee terminates his employment for the “good reason set forth in paragraph 8
      above, then Employee’s sole remedy shall be limited to recovery by Employee from
      Company of the Base Salary and
      benefits described
      above for a period equal to six (6) months. At the sole discretion of the
      Company CEO, the severance benefits package may be expanded to a longer period
      and/or to include benefits other than those described herein. 

    


    b.    In
      the
      event that this Agreement is within its Term (i.e. not on a holdover
      month-to-month basis) and is terminated as a result of a change in control
      which
      is not
      accompanied by an appropriate employment offer as described above, then Employee
      shall be entitled to severance benefits equal to the sum of twenty four (24)
      months Base Salary and benefits and the average of Employee’s last two (2)
      calendar year’s paid bonuses (if any) up to a maximum severance package equal to
      three (3) times Employee’s Base Salary at the time of termination. The
      severance pay provided for in this Agreement shall be in lieu of any other
      severance or termination pay to which the Employee may be entitled under any
      Company severance or termination plan, program, practice or arrangement. The
      Employee’s entitlement to any other compensation or benefits shall be determined
      in accordance with the Company’s employee benefit plans and other applicable
      programs, policies and practices then in effect.

     

    
      
        
        

      

      
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    11.   Time
      of Essence, Attorneys Fees.
      Time is
      of the essence with respect to this Agreement and same shall be capable of
      specific performance without prejudice to any other rights or remedies under
      law. If either party seeks to enforce, in law or in equity (including any
      arbitration proceeding), any provision contained herein, then the prevailing
      party in such proceeding shall be entitled to attorneys fees, interest and
      all
      such other disbursements and relief provided under law, but shall not be
      entitled to punitive or exemplary damages of any kind.

    


    12.   Modification
      or Amendment.
      The
      parties hereto may modify or amend this Agreement only by written agreement
      executed and delivered by the respective parties.

    


    13.   Binding
      on Heirs and Assigns.  This
      Agreement shall inure to and be binding upon the undersigned and their
      respective heirs, representatives, successors and permitted
      assigns. This Agreement may not be assigned by either party without the prior
      written consent of the other party.

    


    14.   Counterparts.
      For the
      convenience of the parties hereto, this Agreement may be executed in any number
      of counterparts, each such counterpart being deemed to be an original
      instrument, and all such counterparts shall together constitute the same
      agreement.

    


    15.   No
      Waivers.
      No
      waiver of or failure to act upon any of the provisions of this Agreement or
      any
      right or remedy arising under this Agreement shall be deemed or shall constitute
      a waiver of any other provisions, rights or remedies (whether similar or
      dissimilar).

    


    16.   GOVERNING
      LAW.
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF TEXAS AND SHALL BE PERFORMABLE IN HARRIS COUNTY, TEXAS EXCEPT
      TO
      THE EXTENT THAT NEVADA
      CORPORATE LAW CONTROLS THE MATTERS PERTAINING TO SECURITIES
      ISSUANCE AND CORPORATE GOVERNANCE BY OFFICERS AND
      DIRECTORS.

    


    17.   Notices. Any
      notice, request, instruction or other document to be given hereunder by any
      party to the other shall be in writing (by FAX, mail, telegram or courier)
      and
      delivered to the parties as follows:

    


    
      	
              If
                to Company:

            	
              Richard
                Dole

            


    

    
      	 	
              675
                Bering Drive, Suite 200

            


    

    
      	 	
              Houston,
                Texas 77057

            


    

    
      	 	
              FAX:
                713-961-9338

            


    

    


    
      	
              If
                to Employee:

            	
              Wayne
                Beninger

            


    

    _________________ 

    
      	 	
              _________________
                

            


    

    
      	 	
              _________________

            


    

    



    
      
        
        

      

      
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    18.   Entire
      Contract/No Third Party Beneficiaries.
      This
      Agreement constitutes the entire agreement, and supersedes all other prior
      agreements and understandings, both written and oral, between the parties with
      respect to the subject matter hereof, and is not intended to create any
      obligations to, or rights in respect of, any persons other than the parties
      hereto. There are no third party beneficiaries of this Agreement.

    


    19.   Captions
      for Convenience.
      All
      captions herein are for convenience or reference only and do not constitute
      part
      of this Agreement and shall not be deemed to limit or otherwise affect any
      of
      the provisions hereof.

    


    20.   Severability.
      In case
      any one or more of the provisions contained in this Agreement shall for any
      reason be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality or enforceability shall not affect any other provision
      hereof, and this Agreement shall be construed as if such invalid, illegal or
      enforceable provision had never been contained herein.

    


    21.   BINDING
      ARBITRATION.
      ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE
      BREACH THEREOF, SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION CONDUCTED
      IN
      HOUSTON, TEXAS, IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES ("RULES")
      OF
      THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT AT THE TIME THE CONTROVERSY
      OR
      CLAIM ARISES, BUT SAID ARBITRATION NEED NOT BE ADMINISTERED BY THE AMERICAN
      ARBITRATION ASSOCIATION. THE ARBITRATOR, WHICH SHALL BE AGREED UPON BY THE
      PARTIES, SHALL HAVE JURISDICTION TO DETERMINE ANY SUCH CLAIM AND MAY GRANT
      ANY
      RELIEF AUTHORIZED BY LAW FOR SUCH CLAIM EXCLUDING CONSEQUENTIAL AND PUNITIVE
      DAMAGES. EACH
      PARTY TO THE ARBITRATION SHALL BEAR THE INITIAL FILING FEES AND CHARGES EQUALLY,
      PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD REIMBURSEMENT OF ALL SUCH
      COSTS AND FEES TO THE PREVAILING PARTY AS A PART OF ITS AWARD. THIS PARAGRAPH
      SHALL LIKEWISE BE SPECIFICALLY ENFORCEABLE IN A COURT OF COMPETENT JURISDICTION
      SHOULD THE PARTY NOT DEMANDING ARBITRATION REFUSE TO PARTICIPATE IN OR COOPERATE
      WITH THE ARBITRATION PROCESS. 

    


    EXECUTED
      by the undersigned as of the Effective Date set forth above.

    


    SIGNATURES
      APPEAR ON FOLLOWING PAGE


    
      
        
        

      

      
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              PETROSEARCH
                ENERGY CORPORATION

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              By: 
                

            	
              /s/
                Richard D. Dole

            	 
	 	 	 	
              Richard
                D. Dole, President & CEO

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              /s/
                Wayne Beninger

            	 
	 	 	
              WAYNE
                BENINGER

            	 


    

     

     

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