AMENDMENT
      OF EXCLUSIVITY AGREEMENT 

    


    Whereas,
      Blacksands Petroleum, Inc. (“Blacksands”) and Access Energy Inc. entered into an
      Exclusivity Agreement, dated November 10, 2006 (the “Exclusivity Agreement”);


    


    Whereas,
      under
      the
      Exclusivity Agreement, Access granted Blacksands certain rights that will expire
      on March 10, 2007;

    


    Whereas,
      Blacksands and Access desire now to extend the Exclusivity Period for an
      additional 60 days until May 8, 2007; 

    


    Now,
      therefore,
      in
      consideration of the mutual covenants, premises and agreements set forth herein
      and in the Exclusivity Agreement, and for good and valuable consideration,
      the
      receipt and sufficiency of which is hereby acknowledged, the parties agree
      as
      follows:

    


    SECTION
      1. Amendment
      to the Exclusivity Agreement.
      The
      term “Exclusivity Period” as defined in the Exclusivity Agreement is hereby
      amended to mean any time from the execution of the Exclusivity Agreement on
      November 10, 2006 to May 8, 2007.

    


    SECTION
      2. No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person. 

    


    SECTION
      3. Governing
      Law.
      This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of New York without regard to such State’s
      principles of conflicts of laws. 

     

    SECTION
      4. Headings.
      The
      headings of the Sections are inserted for convenience of reference only and
      shall not affect any interpretation of this Agreement.

     

    SECTION
      5. Counterpart
      Signatures.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page were an original
      thereof. 

    


    [SIGNATURE
      PAGE TO FOLLOW]

     

    
      
        
        

      

      
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	 	BLACKSANDS
              PETROLEUM, INC
	 
 	 
 	 
 
	 	By:  	     
              /s/ Darren R. Stevenson
	 	
              
Name:
              Darren R. Stevenson
	 	Title:  
              President and CEO
	 	Date:   March 9,
              2007 



      	 	 	 
	 	ACCESS
              ENERGY INC.
	 
 	 
 	 
 
	 	By:  	     
              /s/ Paul A. Parisotto
	 	
              
Name:
              Paul A. Parisotto
	 	Title:  
              President and CEO
	 	Date:   March 9,
              2007 




    
      
        
        

      

      
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