PURCHASE AGREEMENT
                                  BY AND AMONG
                           WESTSIDE ENERGY CORPORATION
                            SPINDRIFT PARTNERS, L.P.

                       SPINDRIFT INVESTORS (BERMUDA), L.P.

                                       AND
                           KNIGHT ENERGY GROUP II, LLC
<PAGE>



                               PURCHASE AGREEMENT
     This  PURCHASE  AGREEMENT, dated as of November 9, 2007 (this "Agreement"),
is  by  and  among  Westside  Energy  Corporation,  a  Nevada  corporation  (the
"Company"),  and  Spindrift Partners, L.P., Spindrift Investors (Bermuda), L.P.,
and  Knight  Energy  Group  II,  LLC  (the  "Purchasers" and individually each a
"Purchaser").

WHEREAS,  the  Company  desires  to  sell 2,456,140 shares ("Subject Shares") of
common stock, par value $.01 per share, of the Company (the "Common Shares"), to
the  Purchasers  at  $2.85 per share, and each Purchaser desires to purchase the
portion  of  the  Subject Shares from the Company set forth opposite its name on
the  signature  page  hereto,  each  in  accordance  with the provisions of this
Agreement;  and

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth
herein  and  for good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged, the Company and the Purchasers hereby agree as
follows:

ARTICLE I

DEFINITIONS

Section  1.01.     Definitions.  As  used  in  this  Agreement,  and  unless the
context  requires  a  different  meaning,  the following terms have the meanings
indicated:

"Action"  against  a  Person  means  any  lawsuit,  action,  proceeding,
investigation,  mediation, arbitration or complaint, whether formal or informal,
by,  before  or  otherwise  involving  any  Governmental  Authority, mediator or
arbitrator.

"Affiliate" means, with respect to a specified Person, any other Person, whether
now  in  existence  or  hereafter  created  or  acquired, directly or indirectly
through  one  or more intermediaries, controlling, controlled by or under common
control  with such specified Person.  For purposes of this definition, "control"
(including, with correlative meanings, "controlling", "controlled by" and "under
common  control  with")  means the power to direct or cause the direction of the
management  and policies of such Person, directly or indirectly, whether through
the  ownership  of  voting  securities,  by  contract  or  otherwise.

"Agreement"  shall  have  the  meaning  specified in the introductory paragraph.

"Basic  Documents"  means, collectively, this Agreement, the Registration Rights
Agreement  entered into as of the date hereof by the Company and the Purchasers,
and  any  and  all other agreements or instruments executed and delivered by the
Parties  to  evidence the execution, delivery and performance of this Agreement,
and  any  amendments,  supplements,  continuations  or  modifications  thereto.

"Business  Day" means any day other than a Saturday, a Sunday or a legal holiday
for  commercial  banks  in  Houston,  Texas.

"Closing"  shall  have  the  meaning  specified  in  Section  2.02.

"Closing  Date"  shall  have  the  meaning  specified  in  Section  2.02.

"Code"  means  the  Internal Revenue Code of 1986, as amended from time to time.
"Commission"  means  the  United  States  Securities  and  Exchange  Commission.

"Company"  shall  have  the  meaning  specified  in  the introductory paragraph.

"Company Financial Statements" shall have the meaning specified in Section 3.03.

"CompanyMaterial  Adverse  Effect"  means any material and adverse effect on (i)
the assets, liabilities, financial condition, business, operations, prospects or
affairs  of the Company and its Subsidiaries, taken as a whole, other than those
occurring  as  a result of general economic or financial conditions or any other
developments  that are not unique to and do not have a material disproportionate
impact  on  the  Company but also affect other Persons who participate in or are
engaged in the lines of business in which the Company participate or are engaged
or  (ii)  the ability of the Company to carry out its business as of the date of
this  Agreement.

"Company  Organizational  Documents"  means,  collectively,  the  Articles  of
Incorporation  filed  by the Company with the Secretary of State of the State of
Nevada  and  the  bylaws  of  the  Company,  both  as  amended  to  date.

"Disclosure  Schedules"  shall  have  the  meaning  specified  in  Article  III.
"Environmental Laws" means all Laws relating to pollution or protection of human
health and safety, the environment or natural resources, including Laws relating
to  releases or threatened releases of Hazardous Materials or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, transport
or  handling  of  Hazardous  Materials.

"Exchange  Act"  means the Securities Exchange Act of 1934, as amended from time
to time, and the rules and regulations of the Commission promulgated thereunder.
"GAAP"  means  generally  accepted accounting principles in the United States of
America  in  effect  from  time  to  time.

"Governmental  Authority"  shall  include  the  country, state, county, city and
political  subdivisions in which any Person or such Person's Property is located
or  that  exercises  valid jurisdiction (or purports to, or is otherwise alleged
to, exercise valid jurisdiction) over any such Person or such Person's Property,
and  any court, agency, department, commission, board, bureau or instrumentality
of  any  of  them  and any monetary authorities that exercise valid jurisdiction
over any such Person or such Person's Property.  Unless otherwise specified, all
references  to Governmental Authority herein shall mean a Governmental Authority
having  jurisdiction  over (or purports to, or is otherwise alleged to, exercise
valid jurisdiction), where applicable, the Company or any of its Property or the
Purchasers.

"Hazardous  Materials"  means  all  substances  defined as Hazardous Substances,
Oils,  Pollutants  or  Contaminants in the National Oil and Hazardous Substances
Pollution  Contingency  Plan,  40  C.F.R.   300.5,  or  defined  as  such by, or
regulated  as  such  under,  any  Environmental  Law.

"Indebtedness"  means,  with respect to any Person, without duplication, (i) all
indebtedness  of  such  Person for borrowed money, (ii) all indebtedness of such
Person  evidenced by notes, debentures or similar instruments, (iii) all capital
lease  obligations  of  such  Person, (iv) all obligations of another, which are
secured  by  any  Lien  on  property  owned or acquired by such Person, (iv) all
obligations  of such Person in respect of the deferred purchase price of assets,
services  or securities (other than ordinary course trade accounts payable), (v)
all  obligations  of  such  Person  under  conditional sale, title, retention or
similar arrangements, (vi) all obligations of such Person, whether contingent or
matured,  in respect of letters of credit issued for the account of such Person,
(vii)  all  obligations  of such Person under obligations, whether contingent or
matured,  of  such  Person with respect to bankers' acceptances, surety bonds or
other  financial  guarantees,  interest  rate swap agreements, interest rate cap
agreements  or  other  agreements  with respect to exposure to interest rates or
foreign  exchange  contracts,  currency swap agreements or other agreements with
respect  to  currency  values, (viii) all interest, premium, penalties and other
amounts  owing  in  respect  of the items described in the foregoing clauses (i)
through  (vii) and (ix) all obligations of such Person under the guaranty of the
Indebtedness  of  any  other  Person.

"Indemnified  Party"  shall  have  the  meaning  specified  in  Section  7.01.

"Law"  means  any  federal,  state,  local  or  foreign order, writ, injunction,
judgment,  settlement,  award,  decree,  statute,  law,  rule  or  regulation.

"Lien" means any interest in Property securing an obligation owed to, or a claim
by,  a  Person  other  than  the owner of the Property, whether such interest is
based  on  the  common  law, statute or contract, and whether such obligation or
claim  is  fixed  or  contingent,  and  including  the lien or security interest
arising  from  a  mortgage, encumbrance, pledge, security agreement, conditional
sale or trust receipt or a lease, consignment or bailment for security purposes.

"Party"  or  "Parties"  means  the  Company  and the Purchasers, individually or
collectively,  as  the  case  may  be.

"Person"  means  any  individual,  corporation,  company, voluntary association,
partnership,  joint  venture,  trust,  limited liability company, unincorporated
organization  or  government  or  any  agency,  instrumentality  or  political
subdivision  thereof,  or  any  other  form  of  entity.

"Property"  means  any  interest in any kind of property or asset, whether real,
personal  or  mixed,  or  tangible  or  intangible.

"Purchaser"  shall  have  the  meaning  specified in the introductory paragraph.

"Representatives" of any Person means the Affiliates, control persons, officers,
directors,  managers,  employees,  agents, counsel, investment bankers and other
representatives  of  such  Person.

"Securities Act" means the Securities Act of 1933, as amended from time to time,
and  the  rules  and  regulations  of  the  Commission  promulgated  thereunder.

"Subsidiary" means any entity in which the Company owns, directly or indirectly,
100%  of  the  capital  stock  or  other  equity  interests.

ARTICLE II

SALE AND PURCHASE

Section 2.01.     Sale and Purchase.  On and subject to the terms and conditions
of  this  Agreement,  and in reliance on the representations and warranties
set forth herein, at the Closing, the Company hereby agrees to issue and sell to
each  Purchaser,  and each Purchaser hereby agrees to purchase from the Company,
the  number  of  Subject  Shares set forth opposite such Purchaser's name on the
signature  page  hereto.  On  and  subject  to  the terms and conditions of this
Agreement,  each Purchaser agrees to pay the Company two dollars and eighty-five
cents  ($2.85)  (the  "Purchase Price") for each Subject Share such Purchaser is
purchasing  hereunder.

Section 2.02.     Closing.  The execution and delivery of the Basic Documents,
the payment by the Purchasers of the Purchase Price and execution and delivery
of all other instruments, agreements and other documents required by this
Agreement (the "Closing") shall take place within three business days of the
date the Company provides evidence to the Purchasers that the American Stock
Exchange ("AMEX") has approved the listing of the Subject Shares (the "Closing
Date"). If the AMEX has not approved the listing of the Subject Shares by
November 29, 2007, each Purchaser shall have the right to terminate all of its
obligations under this Agreement. If a Purchaser gives written notice of its
election to terminate its obligations under this Agreement because of the
failure to receive timely AMEX approval, all of such Purchaser's obligations and
the Company's obligations with respect to such Purchaser, in each case under
this Agreement, shall be terminated and of no further force and effect.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except  as  set  forth  in  the  corresponding  sections  of the disclosure
schedules  delivered  to  the  Purchasers by the Company simultaneously with the
execution  and  delivery  of  this  Agreement  (the "Disclosure Schedules"), the
Company represents and warrants to the Purchasers, on and as of the date of this
Agreement  and  on  and  as  of  the  Closing  Date,  as  follows:

Section 3.01.     Existence.  The Company and each of its Subsidiaries: (i) is a
corporation  or  limited liability company duly organized, validly existing
and  in  good standing under the Laws of the state of its organization; (ii) has
all requisite corporate or limited liability company power, and has all material
governmental  licenses, authorizations, consents and approvals, necessary to own
its  Properties and carry on its business as its business is now being conducted
or  as  proposed  to  be conducted; and (iii) is qualified to do business in all
jurisdictions  in  which  the  nature of the business conducted by it makes such
qualifications  necessary,  except  where  failure so to qualify has not had and
would  not reasonably be expected to have, individually or in the aggregate with
any  other  such  failures,  a  Company  Material  Adverse  Effect.

Section  3.02.     Capitalization  and  Valid  Issuance  of Subject  Shares.

(a)     Section 3.02(a) of the Disclosure Schedules accurately sets forth all of
the issued and outstanding capital stock of the Company after giving effect
to  the  Closing. All of the issued and outstanding shares of such capital stock
have  been  duly authorized and validly issued in accordance with applicable Law
and  the  Company Organizational Documents and are fully paid and non-assessable
and  have  not  be issued in violation of, and are not otherwise subject to, any
pre-emptive  rights.  All of the Subject Shares to be issued at the Closing will
have  been  duly authorized and validly issued in accordance with applicable Law
and  the Company Organizational Documents and will be fully paid, non-assessable
and  free  of  any Liens, and will not be issued in violation of any pre-emptive
rights,  with  no  personal  liability  attaching  to  the  ownership  thereof.

(b)     Other than as set forth in Section 3.02(a), neither the Company nor any
of its Subsidiaries has any agreements or stock incentive plans that contemplate
the issuance of capital stock (or securities convertible into or exchangeable
for capital stock).  Neither the Company nor any of its Subsidiaries has any
outstanding Indebtedness having the right to vote (or convertible into or
exchangeable for securities having the right to vote) on any matters on which
the stockholders may vote.  Other than as set forth in Section 3.02(a), there
are no outstanding or authorized (i) options, warrants, preemptive rights,
subscriptions, calls or other rights, convertible securities, agreements, claims
or commitments of any character obligating the Company or any of its
Subsidiaries to issue, transfer or sell any capital stock in the Company or any
of its Subsidiaries or securities convertible into or exchangeable for such
capital stock, (ii) obligations of the Company or any of its Subsidiaries to
repurchase, redeem or otherwise acquire any capital stock in the Company or any
of its Subsidiaries or any such securities or agreements listed in clause (i) of
this sentence or (iii) voting trusts or similar agreements to which the Company
any of its Subsidiaries, or to the knowledge of the Company, to which any owner
of capital stock of the Company, is a party with respect to the voting of the
capital stock of the Company.

(c)     Except as set forth in the SEC Documents or Section 3.02(c) of
the  Disclosure  Schedules, (i) the Company does not have any Subsidiaries, and,
does  not  own  any  capital  stock  of,  assets  comprising  the  business  of,
obligations  of,  or  any  other  interest  (including any equity or partnership
interest)  in,  any  person  or  entity;  (ii)  the  Company  owns,  directly or
indirectly,  all  of  the  capital  stock  or  other  equity  interests  of each
Subsidiary  free  and  clear  of  any  Liens, and all the issued and outstanding
shares  of  capital  stock  of  each subsidiary are validly issued and are fully
paid,  non-assessable and free of preemptive and similar rights to subscribe for
or  purchase  securities.

Section  3.03.     SEC  Documents.

          (a)     Since  December  31,  2005, the Company has filed all reports,
schedules, forms, statements and other documents required to be filed by it with
the  Securities  and  Exchange  Commission (the "SEC") pursuant to the reporting
requirements  of  the  Exchange  Act,  and the rules and regulations promulgated
thereunder (collectively, the "SEC DOCUMENTS"). Each of the SEC Documents, as of
the  respective dates thereof (or, if amended or superseded by a filing prior to
the  Closing  Date, then on the date of such filing), did not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to  make  the statements made therein, in light of the circumstances under which
they  were  made,  not  misleading.  Each  SEC  Document,  as  it  may have been
subsequently  amended  by  filings made by the Company with the SEC prior to the
date  hereof,  complied  in  all  material respects with the requirements of the
Exchange  Act  and  the  rules and regulations of the SEC promulgated thereunder
applicable  to such SEC Document. The Company covenants that the Form 10-QSB for
the  quarter ended September 30, 2007 will be timely filed on or before November
14, 2007 and will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

          (b)     The  Company's financial statements filed with the SEC for the
year  ended  December 31, 2006, and for all interim periods since such date (the
"CompanyFinancial  Statements"),  at the time filed with the SEC  complied as to
form in all material respects with GAAP, and fairly present (subject in the case
of  interim  statements  to  normal,  recurring and year-end adjustments) in all
material respects the consolidated financial position and status of the business
of  the  Company  as  of  the  dates thereof and the consolidated results of its
operations  and  cash  flows  for  the  periods  then  ended.

          (c)     The Chief Executive Officer and the Chief Financial Officer of
the  Company  have  signed,  and  the  Company  has  furnished  to  the SEC, all
certifications  required  by  Sections  302 and 906 of the Sarbanes-Oxley Act of
2002. Such certifications contain no qualifications or exceptions to the matters
certified  therein  and  have  not  been  modified or withdrawn; and neither the
Company nor any of its officers has received notice from any governmental entity
questioning  or challenging the accuracy, completeness, form or manner of filing
or  submission of such certifications. The Company is otherwise in compliance in
all  material  respects  with  all  applicable  effective  provisions  of  the
Sarbanes-Oxley  Act  of  2002 and the rules and regulations issued thereunder by
the  SEC.  The  Company  has  established disclosure controls and procedures (as
defined  in  Exchange  Act  Rules  13a-15(e)  and 15d-15(e)) for the Company and
designed  such  disclosure  controls  and  procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under
the  Exchange  Act  is  recorded, processed, summarized and reported, within the
time  periods  specified  in the SEC's rules and forms. The Company's certifying
officers  have  evaluated the effectiveness of the Company's disclosure controls
and  procedures  as  of  the  end  of  the  period covered by the Company's most
recently  filed  periodic  report  under  the  Exchange  Act  (such  date,  the
"Evaluation  Date").  The  Company presented in its most recently filed periodic
report  under  the Exchange Act the conclusions of the certifying officers about
the  effectiveness  of  the  disclosure  controls  and procedures based on their
evaluations  as  of  the  Evaluation Date. Since the Evaluation Date, there have
been  no  changes in the Company's internal control over financial reporting (as
such  term  is  defined in the Exchange Act) that has materially affected, or is
reasonably  likely  to  materially  affect,  the Company's internal control over
financial  reporting.

Section  3.04.     No  Material  Adverse  Change.  Since  January  1,  2007, the
Company  and each of its Subsidiaries has conducted its business in the ordinary
course,  consistent  with  past  practice,  and  there  has  been  and is no (i)
occurrence,  development,  change, fact, circumstance or condition, that has had
or  would  reasonably be expected to have, individually or in the aggregate with
any  other  such  occurrences,  developments,  changes,  facts, circumstances or
conditions,  a  Company Material Adverse Effect, (ii) acquisition or disposition
of  any material asset by the Company or any of its Subsidiaries or any contract
or arrangement therefor, otherwise than for fair value in the ordinary course of
business,  (iii)  material  change  in the Company's accounting principles,
practices  or  methods  or  (iv)  incurrence  of  material  Indebtedness.

Section 3.05.     No Undisclosed Liabilities.  Neither the Company nor any of
its Subsidiaries is subject to any liabilities, other than (i) as reflected in
the Company Financial Statements and (ii) liabilities incurred since the date of
the Company Financial Statements in the ordinary course of business consistent
with past practice.

Section 3.06.     Litigation.

(a)     Except  as  set  forth  in  Section 3.06(a) of the Disclosure Schedules,
there  is  no  Action  pending  or,  to  the  knowledge  of the Company, overtly
threatened  against  the  Company,  any  of  its  Subsidiaries  or  any of their
respective  officers,  directors  or  Properties  which  (individually or in the
aggregate)  has  had  or reasonably would be expected to have a Company Material
Adverse  Effect  or which challenges the validity of any of the Basic Documents.

(b)     To the knowledge of the Company, no event has occurred nor does any
circumstance exist that is reasonably likely to give rise to, or serve as a
valid basis for, the commencement of any Action against or affecting the Company
or any of its Subsidiaries (i) in connection with its entering into the Basic
Documents to be executed and delivered by them or the consummation by them of
the transactions contemplated hereby or thereby, or the performance by them of
the obligations hereunder or thereunder or (ii) which (individually or in the
aggregate) has had or reasonably would be expected to have a Company Material
Adverse Effect or which challenges the validity of any of the Basic Documents.

(c)     As of the date hereof, neither the Company nor any of its Subsidiaries
is a party to or bound by any decree, order, injunction, settlement agreement,
arbitration decision, award or any agreement entered into in any Action with
respect to or affecting the capital stock in the Company or the properties,
assets, personnel or business activities of the Company or any of its
Subsidiaries.

Section  3.07.     No  Breach.  The  execution,  delivery and performance by the
Company  of  the  Basic  Documents  and  all other agreements and instruments in
connection  with  the  transactions  contemplated  by  the  Basic Documents, and
compliance  by  the Company with the terms and provisions hereof and thereof, do
not  and  will  not  (a)  violate any provision of any Law, governmental permit,
determination  or  award  having  applicability  to  the  Company  or any of its
Subsidiaries  or any of their respective Properties, (b) conflict with or result
in  a violation of any provision of any of the Company Organizational Documents,
(c)  require  any  consent, approval or notice under or result in a violation or
breach  of or constitute (with or without due notice or lapse of time or both) a
default (or give rise to any right of termination, cancellation or acceleration)
under (i) any note, bond, mortgage, license, or loan or credit agreement to
which  the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries or any of their respective Properties may be bound or
(ii)  any other agreement, instrument or obligation, or (d) result in or require
the  creation  or  imposition  of  any  Lien  upon or with respect to any of the
Properties  now  owned  or  hereafter  acquired  by  the  Company  or any of its
Subsidiaries.

Section 3.08.     Authority.  The Company has all necessary corporate power and
authority to execute, deliver and perform its obligations under the Basic
Documents to which it is a party and to consummate the transactions contemplated
thereby; the execution, delivery and performance by the Company of each of the
Basic Documents, and the consummation of the transactions contemplated thereby,
including the issuance of the Subject Shares, have been duly authorized by all
necessary action on its part; and the Basic Documents constitute the legal,
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as such enforceability may be limited by bankruptcy,
insolvency, fraudulent transfer and similar Laws affecting creditors' rights
generally or by general principles of equity.

Section 3.09.     Approvals. Other than the approval of listing of the Subject
Shares by the AMEX, no authorization, consent, approval, waiver, license,
qualification or written exemption from, nor any filing, declaration,
qualification or registration with, any Governmental Authority or any other
Person is required in connection with the execution, delivery or performance by
the Company of any of the Basic Documents to which it is a party.

Section 3.10.     Offering.  Assuming the accuracy of the representations and
warranties of the Purchasers contained in this Agreement, the sale and issuance
of the Subject Shares pursuant to this Agreement are exempt from the
registration requirements of the Securities Act and the registration and
qualification requirements of all applicable securities laws of the states of
the United States, and neither the Company nor any authorized Representative
acting on its behalf has taken or will take any action hereafter that would
cause the loss of such exemption.

Section 3.11.     Preemptive Rights.  There are no preemptive rights or other
rights to subscribe for or to purchase, nor any restriction upon the voting or
transfer of, any capital stock of the Company.

Section 3.12.     Compliance.  Neither the Company nor any of its subsidiaries
has materially violated or is in material violation of any judgment, decree or
order or any Law applicable to the Company.  The Company is not in violation or
default of any provisions of the Certificate of Incorporation or the Bylaws and
none of the Company's Subsidiaries is in violation nor default of any provisions
of their respective organizational documents.  The Company and each of its
Subsidiaries possess all material certificates, authorizations and permits
issued by the appropriate regulatory authorities necessary to conduct its
business, and neither the Company nor any of its Subsidiaries has received any
notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit and to the knowledge of the Company there
is no basis for any of the foregoing.  The Company has fulfilled and performed
all of its material obligations with respect to the such certificates,
authorizations and permits, and no event has occurred that allows, or after
notice or lapse of time would allow, the revocation, termination, modification
or other impairment of the rights of the Company under any such certificate,
authorization or permit.  Neither the Company nor any of its Subsidiaries is in
default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by
the Company or any subsidiary under), nor has the Company or any Subsidiary
received notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other agreement or
instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), except as does
not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect. None of the Company, any of its Subsidiaries or
any director, officer, agent, employee or other Person acting on behalf of the
Company or any of its subsidiaries has, in the course of its actions for, or on
behalf of, the Company or any of its Subsidiaries: (i) used any Company funds
for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from Company
funds; (iii) violated or is in violation of any provision of the U.S. Foreign
Corrupt Practices Act of 1977; or (iv) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

Section 3.13.     Environmental Matters.   The Company (i) is  in compliance in
all material respects with any and all Environmental Laws; (ii) has  received
all permits, licenses, certifications, franchises, clearances or other approvals
required of it under applicable Environmental Laws, to conduct its business to
date as described in the Exchange Act Documents; and (iii) is  in compliance in
all material respects with all terms and conditions of any such permit, license
certification, franchise, clearance or approval, except where such noncompliance
with Environmental Laws, failure to receive required permits, licenses,
certifications, franchises, clearances or other approvals or failure to comply
with the terms and conditions of such permits, licenses, certifications,
franchises, clearances or approvals would not, individually or in the aggregate,
have a Material Adverse Effect.  The Company is not presently subject to any
costs or liabilities associated with Environmental Laws (including, without
limitation, any capital or operating expenditures required for clean-up and any
potential liabilities to third parties) that would, individually or in the
aggregate, have a Material Adverse Effect.  To the Company's knowledge, there
are no pending or threatened administrative, regulatory or judicial actions,
suits, demands, demand letters, claims, Liens, notices of noncompliance or
violation, investigation or proceedings relating to any Environmental Law
against the Company.  To the Company's knowledge, there are no events or
circumstances that would reasonably be expected to form the basis of an order
for clean-up or remediation, or an action, suit or proceeding by any private
party or governmental body or agency, against or affecting the Company, or any
of its predecessors in interest, relating to hazardous materials or any
Environmental Laws.  To the Company's knowledge, no property that is or has been
owned, leased or occupied by the Company has been designated as a Superfund Site
pursuant to the Comprehensive Environmental Response, Compensation of Liability
Act of 1980, as amended ("CERCLA"), or otherwise designated as a contaminated
site under applicable state or local law under circumstances that would be
reasonably likely to have a Material Adverse Effect, and the Company has not
been named as a "potentially responsible party" under CERCLA.

Section  3.14  Full  Disclosure.  No  statement contained in this Agreement
contains  any  untrue  statement of a material fact regarding or relating to the
Company or omits to state any material fact regarding or relating to the Company
that  is  necessary,  in  light of the circumstances under which it was made, in
order  to  avoid  statements  herein  being  misleading.

Section  3.15     Intellectual  Property.

(a)     Except  as  set  forth  in Section 3.15 of the Disclosure Schedules, the
Company  and each of its Subsidiaries owns or possesses sufficient rights to use
all  patents,  patent  rights,  inventions, trade secrets, know-how, trademarks,
service marks, trade names, copyrights, information and other proprietary rights
and  processes  (collectively,  "INTELLECTUAL PROPERTY"), which are necessary to
conduct  its  or  their  respective  businesses  as  currently  conducted and as
described  in  the  SEC  Documents free and clear of all Liens, except where the
failure  to  own  or  possess  free  and  clear  of  all  Liens claims would not
reasonably  be expected to result, either individually or in the aggregate, in a
Material  Adverse  Effect.

(b)     Neither the Company nor any of its Subsidiaries has received any written
notice  of, nor has knowledge of, any infringement of or conflict with rights of
others with respect to any Intellectual Property and neither the Company nor any
of its Subsidiaries has knowledge of any infringement, misappropriation or other
violation  of  any  Intellectual  Property  by any third party, which, in either
case,  either individually or in the aggregate, if the subject of an unfavorable
decision,  ruling  or  finding,  would reasonably be expected to have a Material
Adverse  Effect.

(c)     To  the Company's knowledge, none of the patent rights owned or licensed
by  the  Company  or  any  of  its  Subsidiaries  are  unenforceable or invalid.

Section  3.16.  Registration  Rights.  Except  as  provided  in the Registration
Rights  Agreement  and  except  as  set  forth in Section 3.16 of the Disclosure
Schedules,  the  Company is not currently subject to any agreement providing any
person  or  entity  any rights (including piggyback registration rights) to have
any securities of the Company registered with the SEC or registered or qualified
with  any  other  governmental  authority.

Section  3.17.     Title  to Property and Assets. Except as set forth in Section
3.17  of  the Disclosure Schedules, the properties and assets of the Company and
its Subsidiaries are owned by the Company and its Subsidiaries free and clear of
all  Liens  except  as  (i)  described  in  the  SEC  Documents, (ii) would not,
individually  or  in the aggregate, materially affect the value of such property
or  materially  interfere  with  the  use made or to be made of such property by
them, or (iii) would not, individually or in the aggregate, reasonably be likely
to  have  a  Company  Material  Adverse  Effect. The Company, in accordance with
normal  industry  practice,  has  timely  paid  all  royalties, rentals or other
payments  due  under  all of the leases, subleases and options to acquire leases
material to the business of the Company (the "Subject Leases"), except for those
payments  which  are subject to a bona fide dispute and which will not result in
grounds  for cancellation of any Subject Lease.  The Company, in accordance with
normal  industry  practice,  has taken all customary action to cause the Subject
Leases  to  be in full force and effect, except where the failure to do so would
not,  individually  or  in the aggregate, reasonably be likely to have a Company
Material  Adverse  Effect.

Section  3.18.  Other  Agreements.  The  participation, joint development, joint
operating,  farm-out and other agreements relating to rights of the Company with
respect  to  the ownership, lease or operation of oil and natural gas properties
or  the  exploration  for,  development of, or production of oil and natural gas
reserves  thereon,  constitute  valid and binding agreements of the Company that
are  parties  thereto and, to the knowledge of the Company, of the other parties
thereto,  except  as  enforceability  may  be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and  by  general  equitable  principles.

Section  3.19.  Investment  Company.  The Company does not conduct, and does not
intend  to  conduct,  its  business  in  a  manner  in which it would become, an
"investment company" as defined in Section 3(a) of the Investment Company Act of
1940,  as  amended,  and  the  rules  and  regulations  promulgated  thereunder.

Section  3.20.     Taxes.  Except as set forth in Section 3.20 of the Disclosure
Schedules,  the  Company  and  each  of  its Subsidiaries has filed or has valid
extensions  of the time to file all necessary federal, state, and foreign income
and  franchise  tax returns due prior to the date hereof and has paid or accrued
all taxes shown as due thereon, and the Company has no knowledge of any material
tax  deficiency  that  has been or might be asserted or threatened against it or
any  of  its  Subsidiaries.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

     Each  Purchaser,  severally and not jointly, represents and warrants to the
Company  on  and  as  of the date of this Agreement and on and as of the Closing
Date,  as  follows:

Section  4.01.     Authority.  Such  Purchaser has all necessary corporate power
and  authority  to  execute, deliver and perform its obligations under the Basic
Documents to which it is a party and to consummate the transactions contemplated
thereby;  the execution, delivery and performance by such Purchaser of each
of  the  Basic  Documents, and the consummation of the transactions contemplated
thereby,  have been duly authorized by all necessary action on its part; and the
Basic  Documents  constitute  the  legal,  valid and binding obligations of such
Purchaser,  enforceable  in  accordance  with  their  terms,  except  as  such
enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and
similar  Laws  affecting creditors' rights generally or by general principles of
equity.

Section 4.02.     NoBreach.  The execution, delivery and performance by such
Purchaser of the Basic Documents to which it is a party and all other agreements
and instruments in connection with the transactions contemplated by the Basic
Documents to which it is a party, and compliance by such Purchaser with the
terms and provisions hereof and thereof and the purchase of the Subject Shares
by such Purchaser do not and will not violate any provision of any Law,
governmental permit, determination or award having applicability to such
Purchaser or any of its Properties.

Section 4.03.     Investment.  The Subject Shares are being acquired for such
Purchaser's own account, not as a nominee or agent, and with no present
intention of distributing the Subject Shares or any part thereof, and such
Purchaser has no present intention of selling or granting any participation in
or otherwise distributing the same in any transaction in violation of the
securities Laws of the United States of America or any state, in each case
without prejudice, however, to such Purchaser's right at all times to sell or
otherwise dispose of all or any part of the Subject Shares under a registration
statement under the Securities Act and applicable state securities Laws or under
an exemption from such registration available thereunder.  If such Purchaser
should in the future decide to dispose of any of the Subject Shares, such
Purchaser understands and agrees that it may do so only (i) in compliance with
the Securities Act and applicable state securities Law, as then in effect, or
pursuant to an exemption therefrom or (ii) in the manner contemplated by any
registration statement pursuant to which such securities are being offered.

Section 4.04.     Nature of Purchaser.  Such Purchaser represents and warrants
to, and covenants and agrees with, the Company that (a) it is an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated by the
Commission pursuant to the Securities Act and (b) by reason of its business and
financial experience it has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and
risks of the prospective investment in the Subject Shares, is able to bear the
economic risk of such investment and, at the present time, would be able to
afford a complete loss of such investment.

Section 4.05.     Legend.  It is understood that any certificates evidencing the
Subject Shares initially will bear the following legend: "These securities have
not been registered under the Securities Act of 1933, as amended.  These
securities may not be sold, offered for sale, pledged or hypothecated in the
absence of a registration statement in effect with respect to the securities
under such Act or the issuer has received documentation reasonably satisfactory
to it that such transaction does not require registration under such Act."

ARTICLE V

COVENANTS

Section  5.01.     Taking of Necessary Action.  Each of the Parties hereto shall
use  its  commercially  reasonable efforts promptly to take or cause to be taken
all  action  and promptly to do or cause to be done all things necessary, proper
or  advisable  under  applicable  Law  and  regulations  to  consummate and make
effective  the transactions contemplated by this Agreement, including the filing
of  an  additional listing application with the AMEX with respect to the Subject
Shares  and  diligently  pursuing  the  approval  of  such  application.

Section 5.02.     Tax Information.  The Company shall cooperate with the
Purchasers and provide the Purchasers with any reasonably requested tax
information related to its ownership of the Subject Shares.

ARTICLE VI

CLOSING DELIVERIES

Section  6.01.     Company Deliveries.  At the Closing, subject to the terms and
conditions  of this Agreement, the Company shall have delivered, or caused to be
delivered,  to  the  Purchasers  certificates  representing  the Subject Shares.

Section 6.02.     Purchaser Deliveries.  At the Closing, subject to the terms
and conditions of this Agreement, the Purchasers shall have delivered, or caused
to be delivered, to the Company payment of the Purchase Price by wire transfer
of immediately available funds to an account designated in writing (including
via email) by the Company.

Section 6.03.     Registration Rights Agreement.  At the Closing, the Purchasers
and the Company shall enter into a registration rights agreement covering the
Subject Shares on mutually acceptable terms.

Section  6.04.  Legal  Opinion.  The  Purchasers  shall  have  received  an
opinion  on behalf of the Company, dated as of the closing date, from counsel to
the Company reasonably acceptable to the Purchasers, in the form attached hereto
as  Exhibit  B.

Section  6.05.  American  Stock  Exchange. The Company shall provide evidence to
the  Purchasers  that  the  Subject Shares have been approved for listing on the
AMEX.

Section  6.06.  Credit  Agreement Letter. Knight Energy Group II, LLC shall have
received a written notice from Spindrift Partners, L.P., that, to its knowledge,
the  Company  is not in default under the Credit Agreement dated as of March 23,
2007,  by  and  among  Westside Energy Production Company, L.P., Westside Energy
Operating  Company,  L.P.,  the  Company,  Spindrift  Partners,  L.P.,  as
Administrative  Agent,  and  the  Lenders  party  thereto.

ARTICLE VII

INDEMNIFICATION, COSTS AND EXPENSES

Section  7.01.     Indemnification  bythe Company.  The Company shall indemnify,
defend  and  hold  harmless  each  Purchaser  and  its  Representatives,  their
respective  predecessors  and  successors,  and  their  respective stockholders,
partners,  members,  trustees  and  Representatives  (collectively, "Indemnified
Parties")  from  and  against,  any  and  all  claims, liabilities, obligations,
losses,  fines,  penalties,  costs,  interests,  amounts  paid  in settlement of
claims, Actions, suits, proceedings (including any investigations, litigation or
inquiries),  demands,  causes  of  action  and  damages,  whether absolute,
accrued,  conditional  or  otherwise  and whether or not involving a third party
claim, and, in connection therewith, and promptly upon demand, pay and reimburse
each of them for all costs, losses, liabilities, damages or expenses of any kind
or nature whatsoever, including the reasonable fees and disbursements of counsel
and  all  other  reasonable  expenses incurred in connection with investigating,
defending or preparing to defend any such matter that may be incurred by them or
asserted against or involve any of them as a result of, arising out of or in any
way  related  to:

(a)     any  inaccuracy in or breach of any of the representations or warranties
made  by  the  Company  herein  or  in  any  of  the  Basic  Documents;

(b)     any breach or nonperformance by the Company of any of the covenants,
obligations or other agreements of the Company contained herein or in any of the
Basic Documents; or

(c)     any legal action brought by a shareholder of the Company other than the
Purchasers or by any governmental authority as a result of the transaction
contemplated by this Agreement

ARTICLE VIII

MISCELLANEOUS

Section  8.01.     Interpretation.  Article,  Section,  Schedule  and  Exhibit
references are to this Agreement, unless otherwise specified.  All references to
instruments,  documents,  contracts  and  agreements are references to such
instruments,  documents,  contracts  and  agreements as the same may be amended,
supplemented  and  otherwise  modified  from  time  to  time,  unless  otherwise
specified.  The  word  "including" shall mean "including but not limited to". If
any provision in the Basic Documents is held to be illegal, invalid, not binding
or  unenforceable,  such  provision  shall  be  fully  severable  and  the Basic
Documents  shall  be  construed  and  enforced  as if such illegal, invalid, not
binding  or  unenforceable  provision  had  never  comprised a part of the Basic
Documents,  and  the remaining provisions shall remain in full force and effect.

Section 8.02.     Survival of Provisions.  All representations and warranties of
the Company contained in this Agreement, including any schedules made a part
hereof, and any covenants or other agreements the performance of which are
specified to occur on or prior to the Closing, shall survive for a period of two
years following the Closing Date; provided, however, that claims asserted in
writing by any Indemnified Party with reasonable specificity prior to the
expiration of the applicable indemnification period shall not thereafter be
barred by the expiration of the applicable indemnification period.  Any covenant
or other agreement contained herein, any portion of the performance of which may
or is specified to occur after the Closing, including without limitation Section

7.01 of this Agreement, shall survive the Closing hereunder and remain in full
force and effect indefinitely.

Section  8.03.     No  Waiver;  Modifications  in  Writing.

(a)     Delay.  No  failure  or delay on the part of any Party in exercising any
right,  power  or  remedy hereunder shall operate as a waiver thereof, nor shall
any  single  or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any right, power or remedy.
The  remedies  provided  for herein are cumulative and are not exclusive of
any  remedies that may be available to a Party at law or in equity or otherwise.

(b)     Specific Waiver.  No amendment, waiver, consent, modification or
termination of any provision of this Agreement or any other Basic Document shall
be effective unless signed by each of the Parties or each of the original
signatories thereto affected by such amendment, waiver, consent, modification or
termination.

Section  8.04.     Binding  Effect.  This  Agreement  shall  be binding upon the
Company,  the Purchasers, and their respective successors and permitted assigns.
Except as expressly provided in this Agreement, this Agreement shall not be
construed  so  as  to confer any right or benefit upon any Person other than the
Parties  to  this Agreement and as provided in Article VII, and their respective
successors  and  permitted  assigns.

Section  8.05.     Communications.  All  notices  and  demands  provided  for
hereunder  shall be in writing and shall be given by regular mail, registered or
certified  mail,  return  receipt requested, facsimile, air courier guaranteeing
overnight  delivery,  electronic  mail  or  personal  delivery  to the following
addresses:

(a)     If  to  the  Company:

Westside  Energy  Corporation
3131  Turtle  Creek  Boulevard
Suite  1300
Dallas,  Texas  75219
Attention:  Douglas  G.  Manner
Telephone:  (214)  522-8990

with a copy to:

Haynes  and  Boone,  LLP
1221  McKinney  Street,  Suite  2100
Houston,  Texas  77010
Attention:  Guy  Young,  Esq.
Telephone: (713) 547-2081

(b)     If  to  Purchaser,  to  the  address  shown  on  the  signature  page:

or  to  such  other  address  as  the  Company or any Purchaser may designate in
writing.  All  notices  and  communications  shall  be  deemed to have been duly
given:  at  the  time  delivered  by  hand, if personally delivered; upon actual
receipt  if  sent  by registered or certified mail, return receipt requested, or
regular  mail,  if mailed; when receipt acknowledged, if sent via facsimile; and
upon  actual  receipt  when  delivered  to an air courier guaranteeing overnight
delivery  or  via  electronic  mail.

Section  8.06.     Entire  Agreement.  This  Agreement  and  the  other  Basic
Documents  are  intended by the Parties as a final expression of their agreement
and  intended  to  be  a  complete  and exclusive statement of the agreement and
understanding of the Parties hereto and thereto in respect of the subject matter
contained  herein  and  therein.  There  are  no  restrictions,  promises,
warranties  or undertakings, other than those set forth or referred to herein or
therein  with respect to the rights granted by the Company or the Purchasers set
forth herein or therein.  This Agreement and the other Basic Documents supersede
all prior agreements and understandings between the Parties with respect to such
subject  matter.

Section 8.07.     Governing Law.  This Agreement will be construed in accordance
with and governed by the Laws of the State of Texas without regard to principles
of conflicts of Laws.

Section 8.08.     Execution in Counterparts.  This Agreement may be executed in
any number of counterparts and by different Parties hereto in separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

Section 8.09.     Expenses.  All costs and expenses incurred by the parties
hereto in connection with the consummation of the transactions contemplated
hereby shall be borne solely and entirely by the party which has incurred such
expenses.  If any action at law or equity is necessary to enforce or interpret
the terms of the Basic Documents, the prevailing Party shall be entitled to
reasonable attorney's fees, costs and necessary disbursements in addition to any
other relief to which such Party may be entitled.

Section 8.10.     Announcements. No party hereto shall make any public
announcement or similar publicity of the transactions contemplated by this
Agreement, or identify any Purchaser without first obtaining the prior written
consent of the other party; provided that nothing contained herein shall
prohibit any party hereto from making any public announcement if such party
determines in good faith, on the advice of legal counsel, that such public
disclosure is required by applicable law so long as such party consults with the
other party, prior to making such disclosure.


<PAGE>
IN  WITNESS  WHEREOF, the Parties hereto execute this Agreement, effective as of
the  date  first  above  written.

WESTSIDE  ENERGY  CORPORATION


By:___________________
Name:_________________
Title:__________________

                   PURCHASERS:     ADDRESS:     NO. OF SHARES:

SPINDRIFT  PARTNERS,  L.P.

By: Wellington Management Company, LLP, as investment adviser
c/o Wellington Management Company, LLP
75  State  Street
Boston,  MA  02109

By:___________________
Name:_________________
Attn:  Legal  Services/Steven  M.  Hoffman
Title:__________________          576,857

SPINDRIFT  INVESTORS  (BERMUDA),  L.P.
By: Wellington Management Company, LLP, as investment adviser
Wellington Management Company, LLP
75 State Street
Boston, MA  02109

By:___________________
Name:_________________
Attn:  Legal Services/Steven M. Hoffman
Title:__________________          686,300

KNIGHT  ENERGY  GROUP  II,  LLC
210  Park  Avenue,  Suite  3000
Oklahoma  City,  OK  73102     1,192,983

By:___________________
Name:_________________
Title:__________________