ACCESS
      ENERGY INC.

    COMMON
      SHARE PURCHASE AGREEMENT

    


    THIS
      COMMON SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of
      August 3, 2007, by and among ACCESS ENERGY INC., an Ontario corporation (the
      “Company”), BLACKSANDS PETROLEUM, INC., a Nevada corporation (the “Purchaser”),
      H. REGINALD F. BURDEN (“Burden”) and PAUL PARISOTTO (“Parisotto”).

    


    RECITALS

    


    WHEREAS,
      the Company has authorized the sale and issuance of six hundred (600) shares
      of
      common stock of the Company (the “Shares”) to the Purchaser; 

    


    WHEREAS,
      the Shares, when issued pursuant to this Agreement, will constitute 75% of
      the
      Company’s issued and outstanding share capital;

    


    WHEREAS,
      the Purchaser desires to purchase the Shares on the terms and conditions set
      forth herein; 

    


    WHEREAS,
      the Company desires to issue and sell the Shares to the Purchaser on the terms
      and conditions set forth herein; 

    


    WHEREAS,
      all amounts set forth herein are in Canadian dollars unless otherwise
      indicated;

    


    WHEREAS,
      on November 10, 2006, the Purchaser paid the Company $100,000 (the “Exclusivity
      Fee”) in exchange for the Company’s agreement (“Exclusivity Agreement”) that for
      a period of 120 days from the date of the Exclusivity Agreement, the Company
      would refrain from soliciting or encouraging the submissions of proposals or
      offers from any person other than the Purchaser relating to the purchase of
      all
      or a significant portion of the Company’s assets and those of its
      subsidiaries;

    


    WHEREAS,
      the Exclusivity Agreement was extended twice for no additional consideration;
      and

    


    WHEREAS,
      on May 17, 2007, the Purchaser placed $250,000 (“Escrowed Funds”), together with
      a loan agreement into escrow, and the Company placed a note (“Note”) for that
      amount into escrow.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual promises,
      representations, warranties, and covenants hereinafter set forth and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows: 

     

    
      	 	
              1.

            	
              AGREEMENT
                TO SELL AND PURCHASE.

            


    

     

    1.1 Authorization
      of Shares.
      The
      Company has authorized the sale and issuance to the Purchaser of the Shares.
      The
      Shares have the rights, preferences, privileges and restrictions set forth
      in
      the Articles of Incorporation of the Company (the “Articles”). 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.2 Sale
      and Purchase.
      Subject
      to the terms and conditions hereof, at the Closing (as hereinafter defined)
      the
      Company hereby agrees to issue and sell to the Purchaser, and the Purchaser
      agrees to purchase from the Company, the Shares, for an aggregate purchase
      price
      of Cdn$3,431,757.15, (the “Purchase Price”), together with 1,500,000 warrants
      (“Warrants”) of the Purchaser to be issued to H. Reginald F. Burden. Each
      Warrant shall be exercisable for one common share of Blacksands at an exercise
      price of US$2.00 for a period of five years after issuance.

     

    
      	 	
              2.

            	
              CLOSING,
                DELIVERY AND PAYMENT.

            


    

     

    2.1 Closing.
      The
      closing of the sale and purchase of the Shares under this Agreement (the
“Closing”) shall take place at 10:00 a.m. on July 30, 2007, at the offices of
      Gottbetter & Partners, LLP, 488 Madison Avenue, 12th
      Floor,
      New York, NY, or at such other time or place as the Company and the Purchaser
      may mutually agree (such date is hereinafter referred to as the “Closing Date”).


     

    2.2 Delivery
      and Payment.
      At the
      Closing, subject to the terms and conditions hereof, the Company will deliver
      to
      the Purchaser a certificate representing the Shares and the Purchaser shall
      deliver the Purchase Price to the Company less (i) the Exclusivity Fee
      already paid to the Company pursuant to the Exclusivity Agreement, and less
      (ii) the Escrowed Funds (including amounts previously released from
      escrow). The net consideration to be paid to the Company will be Cdn$3,077,935.23,
      and
      shall be paid to the Company by wire transfer of funds available no later than
      the day after the wire was initiated. Also at the Closing, the Note shall be
      deemed to be paid in full.

     

    
      	 	
              3.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE
                COMPANY.

            


    

    


    The
      Company hereby represents and warrants to the Purchaser as of the date of this
      Agreement as set forth below. 

     

    3.1 Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the Province of Ontario. The Company has all requisite
      corporate power and authority to own and operate its properties and assets,
      to
      execute and deliver this Agreement and the Unanimous Shareholders’ Agreement of
      even date herewith among the Company, the Purchaser and the other parties
      thereto (the “Shareholders’ Agreement”), the Common Stock Purchase Warrants
      issued to H. Reginald F. Burden, and all other documents contemplated hereby
      and
      thereby (collectively, the “Related Agreements”), to issue and sell the Shares,
      and to carry out the provisions of this Agreement, the Related Agreements and
      the Articles and to carry on its business as presently conducted and as
      presently proposed to be conducted. The Company is duly qualified to do business
      in the jurisdictions where it is authorized to do business and is in good
      standing as a foreign corporation in all jurisdictions in which the nature
      of
      its current activities and of its properties (both owned and leased) makes
      such
      qualification necessary, except for those jurisdictions in which failure to
      do
      so would not have a material adverse effect on the Company or its business.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.2 Subsidiaries.
      The
      Company does not own or control any equity security or other interest of any
      other corporation, partnership, limited liability company or other business
      entity. Except as set forth on Schedule 3.2, the Company is not a participant
      in
      any joint venture, partnership, limited liability company or similar
      arrangement. Since its inception, the Company has not consolidated or merged
      with, acquired all or substantially all of the assets of, or acquired the shares
      of or any interest in any corporation, partnership, limited liability company
      or
      other business entity (other than pursuant to the Agreement and the Related
      Agreements). 

     

    3.3 Capitalization;
      Voting Rights.
      

     

    (a) The
      Company is authorized to issue an unlimited number of common shares (“Common
      Shares”), of which two hundred (200) are issued and outstanding. Immediately
      after giving effect to the transactions contemplated by this Agreement, there
      will be eight hundred (800) Common Shares issued and outstanding. 

     

    (b) The
      Company does not have any option or similar equity incentive plans. The Company
      has not made any representations regarding equity incentives to any officer,
      employee, director or consultant.

     

    (c) Except
      as
      may be granted pursuant to this Agreement and the Related Agreements, there
      are
      no outstanding options, warrants, rights (including conversion or preemptive
      rights and rights of first refusal), proxy or shareholder agreements, or
      agreements of any kind for the purchase or acquisition from the Company of
      any
      of its securities. 

     

    (d) All
      of
      the Company’s issued and outstanding Common Shares (i) have been duly authorized
      and validly issued and are fully paid and non-assessable and (ii) were issued
      in
      compliance with all applicable provincial, state and federal laws and
      regulations concerning the issuance of securities (“Securities Laws”).


     

    (e) The
      rights, preferences, privileges and restrictions of the Shares are as stated
      in
      the Articles. The Shares have been duly and validly reserved for issuance.
      When
      issued in compliance with the provisions of this Agreement and the Articles,
      the
      Shares will be validly issued, fully paid and non-assessable, and will be free
      of any liens or encumbrances other than liens and encumbrances created by or
      imposed upon the Purchaser; provided,
      however,
      that
      the Shares may be subject to restrictions on transfer and subject to securities
      laws as set forth herein or as otherwise required by such laws at the time
      a
      transfer is proposed. The sale of the Shares is not subject to any preemptive
      rights or rights of first refusal that have not been properly waived or complied
      with. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) No
      share
      plan, share purchase, share option or other agreement or understanding between
      the Company and any holder of any equity securities or rights to purchase equity
      securities provides for acceleration or other changes in the vesting provisions
      or other terms of such agreement or understanding as the result of (i)
      termination of employment or consulting services (whether actual or
      constructive); (ii) any merger, consolidated sale of shares or assets, change
      in
      control or any other transaction(s) by the Company; or (iii) the occurrence
      of
      any other event or combination of events. 

     

    3.4 Authorization;
      Binding Obligations.
      All
      corporate action on the part of the Company, its officers, directors and
      shareholders necessary for the authorization of this Agreement and the Related
      Agreements, the performance of all obligations of the Company hereunder and
      thereunder at the Closing and the authorization, sale, issuance and delivery
      of
      the Shares pursuant hereto and pursuant to the Articles
      has been
      taken. The Agreement and the Related Agreements, when executed and delivered,
      will be valid and binding obligations of the Company enforceable in accordance
      with their terms, except (a) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws of general application affecting
      enforcement of creditors’ rights, and (b) general principles of equity that
      restrict the availability of equitable remedies. 

     

    3.5 Liabilities.
      Except
      as provided on Schedule 3.5, the Company has no material liabilities that would
      be required to be reflected on a balance sheet in accordance with Canadian
      generally acceptable accounting principles (“GAAP”) and, to the best of its
      knowledge, no material contingent liabilities that would be required to be
      disclosed in footnotes to the Company’s financial statements in accordance with
      GAAP, except in each case current liabilities incurred in the ordinary course
      of
      business which would not reasonably be expected to materially and adversely
      affect the business, assets, properties or financial condition of the Company.
      

     

    3.6 Agreements;
      Action.
      

     

    (a) Except
      for agreements explicitly contemplated hereby, there are no agreements,
      understandings or proposed transactions between the Company and any of its
      officers, directors, employees, affiliates or any affiliate thereof on the
      other
      hand. 

     

    (b) Except
      as
      provided on Schedule 3.6(b), there are no agreements, understandings,
      instruments, contracts, proposed transactions, judgments, orders, writs or
      decrees to which the Company is a party or to its knowledge by which it is
      bound
      which involve future obligations (contingent or otherwise) of, or payments
      to,
      the Company in excess of $100,000.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) The
      Company has not (i) accrued, declared or paid any dividends, or authorized
      or
      made any distribution upon or with respect to any class or series of its share
      capital, (ii) incurred or guaranteed any indebtedness for money borrowed or
      any
      other liabilities, other than the Loan, (iii) made any loans or advances to
      any
      person, other than ordinary advances for travel expenses, or (iv) sold,
      exchanged or otherwise disposed of any of its assets or rights, other than
      the
      sale of its inventory in the ordinary course of business. 

     

    3.7 Obligations
      to Related Parties.
      Except
      as provided on Schedule 3.7, there are no obligations of the Company to
      officers, directors, shareholders, or employees of the Company other than (a)
      for payment of salary for services rendered, (b) reimbursement for reasonable
      expenses incurred on behalf of the Company and (c) for other standard employee
      benefits made generally available to all employees (including share option
      agreements outstanding under any share option plan approved by the Board of
      Directors of the Company). Other than ownership of shares of any shareholder
      of
      the Company that is itself a corporation or limited liability company, none
      of
      the officers, directors or, to the best of the Company’s knowledge, key
      employees or shareholders of the Company or any members of their immediate
      families, is indebted to the Company or has any direct or indirect ownership
      interest in any firm or corporation with which the Company is affiliated or
      with
      which the Company has a business relationship, or any firm or corporation that
      competes with the Company, other than (i) passive investments in publicly traded
      companies (representing less than 1% of such company) which may compete with
      the
      Company and (ii) investments by venture capital funds with which directors
      of
      the Company may be affiliated and service as a board member of a company in
      connection therewith due to a person’s affiliation with a venture capital fund
      or similar institutional investor in such company. No officer, director or
      shareholder, or any member of their immediate families, is, directly or
      indirectly, interested in any material contract with the Company (other than
      the
      Related Agreements and the transactions contemplated thereby and other than
      such
      contracts as relate to any such person’s ownership of share capital or other
      securities of the Company). 

     

    3.8 Changes.
      Except
      as provided on Schedule 3.8, and to the knowledge of the Company, since the
      formation of the Company, there has not been: 

     

    (a) Any
      change in the assets, liabilities, financial condition or operations of the
      Company, other than changes in the ordinary course of business, none of which
      individually or in the aggregate has had or is reasonably expected to have
      a
      material adverse effect on such assets, liabilities, financial condition or
      operations of the Company; 

     

    (b) Any
      resignation or termination of any officer, key employee or group of employees
      of
      the Company; 

     

    (c) Any
      material change, except in the ordinary course of business, in the contingent
      obligations of the Company by way of guaranty, endorsement, indemnity, warranty
      or otherwise; 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) Any
      damage, destruction or loss, whether or not covered by insurance, materially
      and
      adversely affecting the properties, business or prospects or financial condition
      of the Company; 

     

    (e) Any
      waiver by the Company of a valuable right or of a material debt owed to it;
      

     

    (f) Any
      material change in any compensation arrangement or agreement with any employee,
      officer, director or shareholder; 

     

    (g) Any
      labor
      organization activity related to the Company; 

     

    (h) Any
      sale,
      assignment, or exclusive license or transfer of any patents, trademarks,
      copyrights, trade secrets or other intangible assets; 

     

    (i) Any
      change in any material agreement to which the Company is a party or by which
      it
      is bound which materially and adversely affects the business, assets,
      liabilities, financial condition, operations or prospects of the Company;


     

    (j) Any
      other
      event or condition of any character that, either individually or cumulatively,
      has materially and adversely affected the business, assets, liabilities,
      financial condition or operations of the Company; or 

     

    (k) Any
      arrangement or commitment by the Company to do any of the acts described in
      subsection (a) through (k) above. 

     

    3.9 Title
      to Properties and Assets; Liens, Etc.
      Except
      as provided on Schedule 3.9, The Company has good and marketable title to its
      owned properties and assets and a valid leasehold interest in its leasehold
      estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance
      or charge, other than (a) those resulting from taxes which have not yet become
      delinquent, (b) minor liens and encumbrances which do not materially detract
      from the value of the property subject thereto or materially impair the
      operations of the Company, and (c) those that have otherwise arisen in the
      ordinary course of business. 

     

    3.10 [Intentionally
      omitted]

     

    3.11 Compliance
      with Other Instruments.
      Except
      as provided on Schedule 3.11, the Company is not in violation or default of
      any
      term of its charter documents, or any document thereof, each as amended. The
      Company is not in violation or default under any provision of any mortgage,
      indenture, contract, lease, agreement, instrument or contract to which it is
      party or by which it is bound or of any judgment, decree, order or writ which
      would materially adversely affect the Company’s business, assets, properties or
      financial condition. The execution, delivery, and performance of and compliance
      with this Agreement, and the Related Agreements, and the issuance and sale
      of
      the Shares pursuant hereto, will not, with or without the passage of time or
      giving of notice, result in any such violation, or be in conflict with or
      constitute a default under any such term or provision, or result in the creation
      of any mortgage, pledge, lien, encumbrance or charge upon any of the properties
      or assets of the Company or the suspension, revocation, impairment, forfeiture
      or nonrenewal of any permit, license, authorization or approval applicable
      to
      the Company, its business or operations or any of its assets or properties.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.12 Litigation.
      There
      is no action, suit, proceeding or investigation pending or, to the Company’s
      knowledge, currently threatened against the Company that would reasonably be
      expected to result, either individually or in the aggregate, in any material
      adverse change in the assets, business, properties or financial condition of
      the
      Company or any change in the current equity ownership of the Company or that
      questions the validity of this Agreement or the Related Agreements or the right
      of the Company to enter into any of such agreements, or to consummate the
      transactions contemplated hereby or thereby. The foregoing includes, without
      limitation, actions pending or, to the Company’s knowledge, threatened involving
      the prior employment of any of the Company’s employees, their use in connection
      with the Company’s business of any information or techniques allegedly
      proprietary to any of their former employers, or their obligations under any
      agreements with prior employers. The Company is not a party or to its knowledge
      subject to the provisions of any order, writ, injunction, judgment or decree
      of
      any court or government agency or instrumentality. There is no action, suit,
      proceeding or investigation by the Company currently pending or which the
      Company intends to initiate. 

     

    3.13 Tax
      Returns and Payments.
      The
      Company has filed in a timely manner all necessary tax returns and notices
      and
      has paid all applicable taxes of whatsoever nature for all tax years prior
      to
      the date hereof to the extent that such taxes have become due or have been
      alleged to be due. The Company has no knowledge of any liability of any tax
      to
      be imposed upon its properties or assets as of the date of this Agreement that
      is not adequately provided for. 

     

    3.14 Employees.
      The
      Company currently does not have any employees, nor has it had any employees
      in
      the past. To the Company’s knowledge, the performance of the Company’s contracts
      with its independent contractors, will not result in any violation of any
      agreement relating to the right of such individual to contract with the Company.
      The Company has not received any notice alleging that any such violation has
      occurred.

     

    3.15 Registration
      Rights and Voting Rights.
      The
      Company is presently not under any obligation, and has not granted any rights,
      to register under the Securities Act of 1933, as amended (the “Securities Act”),
      any of the Company’s presently outstanding securities or any of its securities
      that may hereafter be issued. To the Company’s knowledge, except as contemplated
      in the Shareholders’ Agreement, no shareholder of the Company has entered into
      any agreement with respect to the voting of equity securities of the Company.
      

     

    3.16 Compliance
      with Laws; Permits.
      To the
      knowledge of the Company, the Company is not in violation of any applicable
      statute, rule, regulation, order or restriction of any domestic or foreign
      government or any instrumentality or agency thereof in respect of the conduct
      of
      its business or the ownership of its properties, which violation would
      materially and adversely affect the business, assets, properties or financial
      condition of the Company. To the knowledge of the Company, no domestic
      governmental orders, permissions, consents, approvals or authorizations are
      required to be obtained and no registrations or declarations are required to
      be
      filed in connection with the execution and delivery of this Agreement or the
      issuance of the Shares, except such as have been duly and validly obtained
      or
      filed, or with respect to any filings that must be made after the Closing,
      as
      will be filed in a timely manner. To the knowledge of the Company, the Company
      has all franchises, permits, licenses and any similar authority necessary for
      the conduct of its business as now being conducted by it, the lack of which
      could materially and adversely affect the business, assets, properties or
      financial condition of the Company and believes it can obtain, without undue
      burden or expense, any similar authority for the conduct of its business as
      planned to be conducted. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.17 Environmental
      and Safety Laws.
      To its
      knowledge, the Company is not in violation of any applicable statute, law or
      regulation relating to the environment or occupational health and safety in
      any
      material respect, and to its knowledge, no material expenditures are or will
      be
      required in order to comply with any such existing statute, law or regulation.
      

     

    3.18 Offering
      Valid.
      Assuming the accuracy of the representations and warranties of the Purchaser
      contained in Section 5
      hereof,
      the offer, sale and issuance of the Shares will be exempt from the registration
      requirements of the Securities Act, and will have been registered or qualified
      (or are exempt from registration and qualification) under the registration,
      permit or qualification requirements of all applicable Securities Laws. Neither
      the Company nor any agent on its behalf has solicited or will solicit any offers
      to sell or has offered to sell or will offer to sell all or any part of the
      Shares to any person or persons so as to bring the sale of such Shares by the
      Company within the registration provisions of the Securities Act or any
      Securities Laws. 

     

    3.19 Full
      Disclosure.
      Except
      as provided on Schedule 3.19, there are no facts which (individually or in
      the
      aggregate) materially adversely affect the business, assets, liabilities,
      financial condition or operations of the Company that have not been set forth
      in
      this Agreement or the Related Agreements.

     

    3.20 Minute
      Books.
      The
      minute books of the Company made available to the Purchaser contain a complete
      summary of all meetings of directors and shareholders since the time of
      incorporation. 

     

    
      	 	
              4.

            	
              PROSPECTUS
                EXEMPTIONS

            


    

     

    The
      sale
      of the Shares by the Company to the Purchaser is conditional upon such sale
      being exempt from the requirements as to the filing of a prospectus and as
      to
      the preparation of an offering memorandum or similar document under applicable
      Securities Laws or upon the issue of such orders, consents or approvals as
      may
      be required to permit such sale without the requirement of filing a prospectus
      or delivering an offering memorandum or similar document. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4.1 The
      Purchaser acknowledges and agrees that: 

     

    (a) it
      has
      not received or been provided with a prospectus, offering memorandum (within
      the
      meaning of the Securities Laws) or similar document and that its decision to
      enter into this Agreement and to purchase the Shares from the Company has not
      been based upon any verbal or written representation as to fact or otherwise
      made by or on behalf of the Company;

     

    (b) as
      a
      consequence of the sale being exempt from the prospectus requirements of the
      Securities Laws

     

    (1) certain
      protections, rights and remedies provided by the Securities Laws, including
      statutory rights of rescission or damages, will not be available to the
      Purchaser, 

     

    (2) the
      Purchaser may not receive information that would otherwise be required to be
      given under the Securities Laws, and

     

    (3) the
      Company is relieved from certain obligations that would otherwise apply under
      the Securities Laws; and

     

    (c) no
      Person
      has made any written or oral representation

     

    (1) that
      any
      Person will resell or repurchase the Shares,

     

    (2) that
      any
      Person will refund the Purchase Price; 

     

    (3) as
      to the
      future price or value of the Shares; or 

     

    (4) that
      any
      of the Shares will be listed and posted for trading on a stock exchange or
      that
      application has been made to list and post any of the Shares for trading on
      a
      stock exchange.

     

    
      	 	
              5.

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE
                PURCHASER.

            


    

    


    The
      Purchaser hereby represents and warrants to the Company, Burden and Parisotto
      as
      follows (provided,
      that
      such representations and warranties do not lessen or obviate the representations
      and warranties of the Company set forth in this Agreement): 

     

    5.1 Requisite
      Power and Authority.
      The
      Purchaser has all necessary power and authority to execute and deliver this
      Agreement and the Related Agreements and to carry out their provisions. All
      action on the Purchaser’s part required for the lawful execution and delivery of
      this Agreement and the Related Agreements has been taken. Upon their execution
      and delivery, this Agreement and the Related Agreements will be valid and
      binding obligations of the Purchaser, enforceable in accordance with their
      terms, except (a) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other laws of general application affecting
      enforcement of creditors’ rights, and (b) as limited by general principles of
      equity that restrict the availability of equitable remedies. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.2 Investment
      Representations.
      The
      Purchaser understands that the Shares have not been registered under the
      Securities Act. The Purchaser also understands that the Shares are being offered
      and sold pursuant to an exemption from registration contained in the Securities
      Act based in part upon the Purchaser’s representations contained in the
      Agreement. The Purchaser hereby represents and warrants as follows:


     

    (a) Purchaser
      Bears Economic Risk.
      The
      Purchaser has substantial experience in evaluating and investing in private
      placement transactions of securities in companies similar to the Company so
      that
      it is capable of evaluating the merits and risks of its investment in the
      Company and has the capacity to protect its own interests. The Purchaser must
      bear the economic risk of this investment indefinitely unless the Shares are
      registered pursuant to the Securities Act, or an exemption from registration
      is
      available. The Purchaser understands that the Company has no present intention
      of registering the Shares or any of its Common Shares. The Purchaser also
      understands that there is no assurance that any exemption from registration
      under the Securities Act will be available and that, even if available, such
      exemption may not allow the Purchaser to transfer all or any portion of the
      Shares under the circumstances, in the amounts or at the times the Purchaser
      might propose. 

     

    (b) Acquisition
      for Own Account.
      The
      Purchaser is acquiring the Shares for the Purchaser’s own account for investment
      only, and not with a view towards their distribution. 

     

    (c) Purchaser
      Can Protect Its Interest.
      The
      Purchaser represents that by reason of its, or of its management’s, business or
      financial experience, the Purchaser has the capacity to protect its own
      interests in connection with the transactions contemplated in this Agreement,
      and the Related Agreements. Further, the Purchaser is aware of no publication
      of
      any advertisement in connection with the transactions contemplated in the
      Agreement. 

     

    (d) Accredited
      Investor.
      The
      Purchaser represents that it is an accredited investor within the meaning of
      Regulation D under the Securities Act. 

     

    (e) Company
      Information.
      The
      Purchaser has had an opportunity to discuss the Company’s business, management
      and financial affairs with directors, officers and management of the Company
      and
      has had the opportunity to review the Company’s operations and facilities. The
      Purchaser has also had the opportunity to ask questions of and receive answers
      from, the Company and its management regarding the terms and conditions of
      this
      investment. 

     

    (f) Rule
      144.
      The
      Purchaser acknowledges and agrees that the Shares are “restricted securities” as
      defined in Rule 144 promulgated under the Securities Act as in effect from
      time
      to time and must be held indefinitely unless they are subsequently registered
      under the Securities Act or an exemption from such registration is available.
      The Purchaser has been advised or is aware of the provisions of Rule 144, which
      permits limited resale of shares purchased in a private placement subject to
      the
      satisfaction of certain conditions, including, among other things: the
      availability of certain current public information about the Company, the resale
      occurring following the required holding period under Rule 144 and the number
      of
      shares being sold during any three-month period not exceeding specified
      limitations. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.3 Transfer
      Restrictions.
      The
      Purchaser acknowledges and agrees that the Shares are subject to restrictions
      on
      transfer as set forth in the Shareholders’ Agreement. 

     

    5.4 General.

     

    (a) None
      of
      the funds being used to purchase the Shares are to the Purchaser’s knowledge
      proceeds obtained or derived directly or indirectly as a result of illegal
      activities;

     

    (b) The
      Purchaser is not a "promoter" of the Company within the meaning of the
      Securities Laws;

     

    (c) Legal
      counsel retained by the Company (the "Company’s Counsel") is acting as counsel
      to the Company and not as counsel to the Purchaser. The relationship of the
      Company’s Counsel with the Purchaser is limited solely to responding to any
      questions which the Purchaser may have regarding the terms of the documents
      to
      be delivered in connection with this Agreement;

     

    (d) The
      Purchaser acknowledges that no agency, governmental authority, securities
      commission or similar regulatory body, stock exchange or other entity has
      reviewed, passed on or made any finding or determination as to the merit for
      investment in the Shares nor have any such agencies or governmental authorities
      made any recommendation or endorsement with respect to the Shares;
      and

     

    (e) The
      execution and delivery of this Agreement, the performance and compliance with
      the terms hereof, the purchase of the Shares and the completion of the
      transactions described herein by the Purchaser will not result in any material
      breach of, or be in conflict with or constitute a material default under, or
      create a state of facts which, after notice or lapse of time, or both, would
      constitute a material default under any term or provision of the Purchaser’s
      constating documents, by-laws or resolutions or the Securities Laws or any
      other
      laws applicable to the Purchaser, any agreement to which the Purchaser is a
      party, or any judgment, decree, order, statute, rule or regulation applicable
      to
      the Purchaser.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              6.

            	
              CONDITIONS
                TO CLOSING.

            


    

     

    6.1 Conditions
      to the Purchaser’s Obligations at the Closing.
      The
      Purchaser’s obligations to purchase the Shares at the Closing are subject to the
      satisfaction, at or prior to the Closing Date, of the following
      conditions: 

     

    (a) Representations
      and Warranties True; Performance of Obligations.
      The
      representations and warranties made by the Company in Section 3
      hereof
      shall be true and correct as of the Closing Date with the same force and effect
      as if they had been made as of the Closing Date, and the Company shall have
      performed all obligations and conditions herein required to be performed or
      observed by it on or prior to the Closing. 

     

    (b) Legal
      Investment.
      On the
      Closing Date, the sale and issuance of the Shares shall be legally permitted
      by
      all laws and regulations to which the Purchaser and the Company are subject.
      

     

    (c) Consents,
      Permits, and Waivers.
      The
      Company shall have obtained any and all consents, permits and waivers necessary
      or appropriate for consummation of the transactions contemplated by the
      Agreement and the Related Agreements except for such as may be properly obtained
      subsequent to the Closing. 

     

    (d) Filing
      of Form D.
      The
      Company shall file a Form D with the Securities and Exchange Commission as
      soon
      as practicable following the Closing Date. 

     

    (e) Corporate
      Documents.
      The
      Company shall have delivered to the Purchaser or its counsel copies of all
      corporate documents of the Company as the Purchaser shall reasonably request.
      

     

    (f) Compliance
      Certificate.
      The
      Company shall have delivered to the Purchaser a Compliance Certificate, executed
      by the President of the Company, dated the Closing Date, to the effect that
      the
      conditions specified in subsections (a) and (c) of this Section 6.1
      have
      been satisfied. 

     

    (g) Secretary’s
      Certificate.
      Purchasers shall have received from the Company’s Secretary, a certificate
      having attached thereto (i) the Company’s Articles as in effect at the time of
      the Closing, as certified by an official of the Company’s jurisdiction of
      incorporation, (ii) the Company’s Bylaws as in effect at the time of the
      Closing, (iii) a certificate from the Company’s jurisdiction of incorporation
      attesting to the Company’s “good standing” in such jurisdiction and (iv)
      resolutions approved by the Board of Directors (and the shareholders, if
      necessary) authorizing the transactions contemplated hereby. 

     

    (h) Shareholders’
      Agreement.
      The
      Shareholders’ Agreement shall each have been executed and delivered by the
      parties thereto. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (i) Board
      of Directors.
      Upon
      the Closing, the authorized size of the Board of Directors of the Company shall
      be four members and the Board shall consist of Darren Stevenson, Rick Wilson,
      Bruno Mosimann and Parisotto.

     

    (j) Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      at the Closing hereby and all documents and instruments incident to such
      transactions shall be reasonably satisfactory in substance and form to
      Purchasers and their special counsel, and Purchasers and their special counsel
      shall have received all such counterpart originals or certified or other copies
      of such documents as they may reasonably request. 

     

    (k) Opinion
      of Counsel.
      The
      Purchaser shall have received from counsel to the Company a legal opinion in
      form and substance customary for transactions of the type contemplated by this
      Agreement, which opinion shall be reasonably satisfactory to the Purchaser.
      

     

    6.2 Conditions
      to Obligations of the Company.
      The
      Company’s obligation to issue and sell the Shares at the Closing is subject to
      the satisfaction, on or prior to such Closing, of the following conditions:
      

     

    (a) Representations
      and Warranties True.
      The
      representations and warranties in Section 5
      made by
      the Purchaser shall be true and correct at the date of the Closing, with the
      same force and effect as if they had been made on and as of said date.


     

    (b) Performance
      of Obligations.
      The
      Purchaser shall have performed and complied with all agreements and conditions
      herein required to be performed or complied with by the Purchaser on or before
      the Closing. 

     

    (c) Shareholders’
      Agreement.
      The
      Shareholders’ Agreement shall have been executed and delivered by the parties
      hereto. 

     

    (d) Consents,
      Permits, and Waivers.
      The
      Company shall have obtained any and all consents, permits and waivers necessary
      or appropriate for consummation of the transactions contemplated by the
      Agreement and the Related Agreements. 

     

    
      	 	
              7.

            	
              MISCELLANEOUS.

            


    

     

    7.1 Governing
      Law.
      This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York in all respects as such laws are applied to agreements among New York
      residents entered into and performed entirely within New York, without giving
      effect to conflict of law principles thereof. 

     

    7.2 Survival.
      The
      representations, warranties, covenants and agreements made herein shall survive
      the closing of the transactions contemplated hereby. All statements as to
      factual matters contained in any certificate or other instrument delivered
      by or
      on behalf of the Company pursuant hereto in connection with the transactions
      contemplated hereby shall be deemed to be representations and warranties by
      the
      Company hereunder solely as of the date of such certificate or instrument.
      The
      representations, warranties, covenants and obligations of the Company, and
      the
      rights and remedies that may be exercised by the Purchaser, shall not be limited
      or otherwise affected by or as a result of any information furnished to, or
      any
      investigation made by or knowledge of, any of the Purchaser or any of its
      representatives. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.3 Successors
      and Assigns.
      Except
      as otherwise expressly provided herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon the parties hereto and their respective
      successors, assigns, heirs, executors and administrators. 

     

    7.4 Entire
      Agreement.
      This
      Agreement, the Related Agreements and the other documents delivered pursuant
      hereto constitute the full and entire understanding and agreement between the
      parties with regard to the subjects hereof and no party shall be liable for
      or
      bound to any other in any manner by any oral or written representations,
      warranties, covenants and agreements except as specifically set forth herein
      and
      therein. 

     

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

     

    7.6 Amendment
      and Waiver.
      This
      Agreement may be amended or modified only upon the written consent of the
      Company and Purchaser. 

     

    7.7 Delays
      or Omissions.
      It is
      agreed that no delay or omission to exercise any right, power or remedy accruing
      to any party, upon any breach, default or noncompliance by another party under
      this Agreement shall impair any such right, power or remedy, nor shall it be
      construed to be a waiver of any such breach, default or noncompliance, or any
      acquiescence therein, or of or in any similar breach, default or noncompliance
      thereafter occurring. It is further agreed that any waiver, permit, consent
      or
      approval of any kind or character on any party’s part of any breach, default or
      noncompliance under this Agreement or any waiver on such party’s part of any
      provisions or conditions of the Agreement must be in writing and shall be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement by law, or otherwise afforded to any
      party, shall be cumulative and not alternative. 

     

    7.8 Notices.
      All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given: (a) upon personal delivery to the party to be notified,
      (b)
      when sent by confirmed electronic mail, telex or facsimile if sent during normal
      business hours of the recipient, if not, then on the next business day, (c)
      five
      days after having been sent by registered or certified mail, return receipt
      requested, postage prepaid, or (d) one day after deposit with a nationally
      recognized overnight courier, specifying next day delivery, with written
      verification of receipt. All communications shall be sent:

    


    
      	
              If
                to the Company:

            	 	
              Copy
                to (which copy shall not constitute notice
                hereunder):

            
	 	 	 
	
              Access
                Energy Inc.

              401
                Bay Street

              Suite
                2700, P.O. Box 152

              Toronto,
                Ontario M5H 2Y4

              Canada

              Attn:
                Paul A. Parisotto

              Facsimile:
                416-359-7801

            	 	
              Fraser
                Milner Casgrain LLP

              Suite
                3900

              1
                First Canadian Place

              100
                King Street West

              Toronto,
                Ontario, M5X 1B2

              Attn:
                John Sabine, Esq.

              Facsimile:
                416-863 4592

            
	 	 	 
	
              If
                to the Purchaser:

            	 	
              Copy
                to (which copy shall not constitute notice
                hereunder):

            
	 	 	 
	
              Blacksands
                Petroleum, Inc.

              Suite
                1250, 645 7th
                Avenue SW

              Calgary,
                Alberta Canada T2P 4G8

              Attn:
                Darren R. Stevenson, CEO

              Facsimile:
                604-683-7837

            	 	
              Gottbetter
                & Partners, LLP

              488
                Madison Ave.

              New
                York, NY 10022, USA

              Telephone:
                212-400-6900

              Facsimile:
                212-400-6901

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    or
      at
      such other address the Company or the Purchaser may designate by ten days
      advance written notice to the other parties hereto. 

     

    7.9 Expenses.
      Each
      party shall pay all costs and expenses that it incurs with respect to the
      negotiation, execution, delivery and performance of this Agreement.


     

    7.10 Attorneys’
      Fees.
      In the
      event that any suit or action is instituted under or in relation to this
      Agreement, including without limitation to enforce any provision in this
      Agreement, the prevailing party in such dispute shall be entitled to recover
      from the losing party all fees, costs and expenses of enforcing any right of
      such prevailing party under or with respect to this Agreement, including without
      limitation, such reasonable fees and expenses of attorneys and accountants,
      which shall include, without limitation, all fees, costs and expenses of
      appeals. 

     

    7.11 Titles
      and Subtitles.
      The
      titles of the sections and subsections of the Agreement are for convenience
      of
      reference only and are not to be considered in construing this Agreement.


     

    7.12 Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one instrument.


     

    7.13 Broker’s
      Fees.
      Each
      party hereto represents and warrants that no agent, broker, investment banker,
      person or firm acting on behalf of or under the authority of such party hereto
      is or will be entitled to any broker’s or finder’s fee or any other commission
      directly or indirectly in connection with the transactions contemplated herein.
      Each party hereto further agrees to indemnify each other party for any claims,
      losses or expenses incurred by such other party as a result of the
      representation in this Section 7.13
      being
      untrue. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    7.14 Pronouns.
      All
      pronouns contained herein, and any variations thereof, shall be deemed to refer
      to the masculine, feminine or neutral, singular or plural, as to the identity
      of
      the parties hereto may require. 

     

    7.15 Currency.
      All
      references to $s or dollars in this Agreement are to United States dollars,
      unless specifically stated otherwise.

     

    Signature
      Page Follows

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the date set forth in the
      first paragraph hereof. 

    


    
      	 	 	 
	 	
              ACCESS
                ENERGY INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Paul
              Parisotto
	 	
              
Name: Paul
              A. Parisotto
	 	Title: President


      	 	 	 
	
            	By:  	/s/ H.
              Reg.
              F. Burden
	 	
              
Name: H.
              Reginald F. Burden
	 	Title: Vice
              President


    

     

    
      	
            	 	 
	 	
              
                BLACKSANDS
                  PETROLEUM,
                  INC.

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Darren
              R.
              Stevenson
	 	
              

              Name: Darren
                R. Stevenson

            
	 	Title: President


      	 	 	 
	
            	By:  	/s/ Rick
              Wilson 
	 	
              
Name: Rick
              Wilson
	 	Title: Director