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Search Extension Agreement by:
EXTENSION
AGREEMENT
THIS EXTENSION
AGREEMENT (this "Agreement"), dated as of March 30,
2006, is
entered into by and between Exxon Mobil Corporation, a New Jersey
corporation
("ExxonMobil"),
Harding Company, a Texas
corporation ("Harding"),
PetroSearch Energy Corporation, a Nevada
corporation ("PetroSearch"), Eagle Oil
& Gas Co.,
a Texas corporation ("Eagle"), and PS Gas
Partners, LLC, a Texas
limited liability company, in its
individual capacity and as general partner on
behalf of Gas Partners, L.P., a Texas
limited partnership (collectively "PSG").
RECITALS
--------
WHEREAS, ExxonMobil
and Harding entered
into a Lease Acquisition and
Exploration Agreement dated
June 29, 2005
(the "Exploration Agreement"),
pursuant to which
ExxonMobil and Harding
have agreed to participate in the
acquisition, and possible
joint exploration and development, of oil and gas
leases (the "Leases") in
portions of Dallas, Denton, Ellis, Johnson and Tarrant
Counties, Texas, subject
to the terms
and conditions set
forth in the
Exploration Agreement;
WHEREAS, all
Leases acquired by
Harding pursuant to the
Exploration
Agreement are subject to the form Operating Agreement attached as Exhibit
"C" to
the Exploration Agreement, which
includes a preferential right to purchase (the
"Preferential Purchase Right") in Article VIII.F of said
Operating Agreement;
WHEREAS, Harding has agreed to sell an undivided
interest in the Leases to
PetroSearch pursuant to
that certain First
Amended and Restated
Program
Agreement dated February
6, 2006, between
PetroSearch and Harding
(the
"PetroSearch Agreement");
WHEREAS, Harding has agreed to sell an undivided
interest in the Leases to
Eagle pursuant to that certain Lease Acquisition and Exploration Agreement
dated
effective February 17, 2006, between Eagle and Harding (the "Eagle Agreement");
WHEREAS, Harding
has entered into
an agreement with PSG dated dated as
December 15, 2005
(the "PSG Agreement");
WHEREAS, the
deadline ("PetroSearch Deadline") for ExxonMobil to exercise
the Preferential Purchase
Right with respect to Harding's proposed sale of an
interest in the Leases pursuant to the PetroSearch Agreement is March 31, 2006;
WHEREAS, ExxonMobil,
Harding and PetroSearch
desire to extend
the
PetroSearch Deadline with respect to ExxonMobil's exercise of the
Preferential
Purchase Right with respect to the
PetroSearch Agreement from March 31, 2006 to
May 2,
2006, in order to give the parties to this Agreement
adequate time to
explore possible alternatives
to the current
structure of ExxonMobil's
arrangement with Harding
under the Exploration
Agreement;
WHEREAS, the
deadline ("Eagle Deadline") for ExxonMobil to exercise
the
Preferential Purchase Right
with respect to
Harding's proposed sale of an
interest in the
Leases pursuant the
Eagle Agreement is
April 21, 2006;
<PAGE>
WHEREAS, ExxonMobil, Harding and Eagle desire to
extend the Eagle Deadline
with respect to
ExxonMobil's exercise of the Preferential Purchase Right with
respect to the Eagle Agreement from April 21, 2006 to
May 2, 2006, in order to
give the
parties to this
Agreement adequate time
to explore possible
alternatives to the current structure of ExxonMobil's
arrangement with Harding
under the Exploration
Agreement;
WHEREAS, the
deadline ("PSG Deadline") for
ExxonMobil to exercise the
Preferential Purchase Right,
if such right
exists, with respect to the PSG
Agreement has not
yet been determined;
WHEREAS, ExxonMobil, Harding and PSG
desire to extend the PSG Deadline with
respect to ExxonMobil's exercise of the Preferential Purchase Right with
respect
to the
PSG Agreement, if
such right exists,
to a date (the "Extended PSG
Deadline") which is the later of (i) May 2, 2006 or (ii) the
deadline provided
in Article VIII.F of said Operating Agreement, in order
to give the parties to
this Agreement adequate
time to explore possible
alternatives to the current
structure of ExxonMobil's
arrangement with Harding
under the Exploration
Agreement;
WHEREAS, the parties wish to explore possible
alternative structures under
which an
integrated venture could be
formed which would include both upstream
and pipeline assets
and activities, which
would better align each party's
interest, and which
would enhance the ability of the venture to assure that
adequate pipeline capacity
would be available to move
natural gas to market,
however, the parties are not in any manner whatsoever bound by or limited to
the
foregoing possible structures
or goals and any party may propose expanding,
modifying or abandoning all or any part of such possible
structures or goals;
NOW,
THEREFORE, for and in consideration of the premises and to induce
ExxonMobil to delay
its decision regarding the exercise of the Preferential
Purchase Right, the
parties hereby covenant
and agree as
follows:
AGREEMENT
---------
1. Extension
of Deadlines
------------------------
1.1 The
PetroSearch Deadline with respect to ExxonMobil's exercise of
the Preferential Purchase
Right with respect to the
PetroSearch Agreement is
hereby extended from March 31, 2006 to May 2, 2006. ExxonMobil may exercise the
Preferential Purchase Right
with respect to the PetroSearch
Agreement at any
time after April
10, 2006, and
on or before
May 2, 2006.
1.2 The
Eagle Deadline with respect to ExxonMobil's exercise of the
Preferential Purchase Right
with respect to
the Eagle Agreement is hereby
extended from April
21, 2006 to
May 2, 2006. ExxonMobil may exercise the
Preferential Purchase Right
with respect to the Eagle Agreement at any time
after April 10,
2006, and on
or before May
2, 2006.
1.3 The
PSG Deadline with
respect to ExxonMobil's exercise
of any
Prefe






