WESTSIDE ENERGY CORPORATION
                            2005 DIRECTOR STOCK PLAN
                                  (THE "PLAN")

         1. Purpose. The purpose of this Plan is to advance the interests of
Westside Energy Corporation ("Westside") by providing non-employee members of
the Board of Directors of Westside (the "Board") with incentives to work hard
for the success of Westside.

         2. Administration. The Plan shall be administered by the Board. The
Board is authorized, subject to the provisions of the Plan, to establish such
rules and regulations as it deems necessary for the proper administration of the
Plan and to make such determinations and interpretations and to take such action
in connection with the Plan and any shares of Westside's common stock, par value
$.01 per share (the "Common Stock"), granted hereunder as it deems necessary or
advisable. All determinations and interpretations made by the Board shall be
binding and conclusive on all grantees and on their legal representatives and
beneficiaries. The Board is authorized to establish forms of agreement between
Westside and each Non-Employee Director to evidence awards under the Plan, and
to require execution of such agreements as a condition to a Non-Employee
Director's receipt of an award.

         3. Stock Subject to the Plan. Subject to adjustment as provided in
Section 6, the maximum number of shares that may be issued under the Plan is
500,000 shares of Common Stock as such shares shall exist on the date of the
adoption of the Plan, which shares of Common Stock may, in the discretion of the
Board, be either authorized but unissued shares or shares previously issued and
reacquired by Westside.

         4. Eligibility. Each member of the Board who is not an employee of
Westside or any of its affiliates shall be eligible to receive shares of Common
Stock under the Plan (each, a "Non-Employee Director").

         5. Award of Common Stock.

         (a) Initial Grant. Subject to adjustment pursuant to Section 6, each
Non-Employee Director shall, as of the date of the meeting in which such
Non-Employee Director is first elected to the Board of Directors, automatically
be granted an award of 12,666 shares of Common Stock. Of these shares, 4,222
shall be unrestricted, and a stock certificate representing them (with
appropriate legends) shall be delivered to the related Non-Employee Director as
soon as possible after his or her election. The remaining 8,444 shares shall be
restricted (referred to herein as "Restricted Shares") upon the terms set forth
in Section 5(c) below.

         (b) Annual Grants. Subject to adjustment pursuant to Section 6, each
Non-Employee Director shall annually and automatically, on each anniversary of
the date of the meeting in which such Non-Employee Director is first elected to
the Board of Directors, be granted an award of 2,650 shares of Common Stock. Of
these shares, 884 shall be unrestricted, and a stock certificate representing
them (with appropriate legends) shall be delivered to the related Non-Employee
Director as soon as possible after each such anniversary. The remaining 1,766
shares shall be Restricted Shares upon the terms set forth in Section 5(c)
below.



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         (c)      Restricted Shares. The following provisions shall govern
                  Restricted Shares:

         (i)      During the period during which the restrictions provided for
                  herein remain in effect (the "Restriction Period"), the
                  related Non-Employee Director shall not be permitted to sell,
                  transfer, pledge or assign shares of Restricted Shares awarded
                  under the Plan. The designation of a beneficiary pursuant to
                  Section 8 will not be considered a disposition or encumbrance
                  for this purpose.

         (ii)     Except as otherwise provided for herein, each Non-Employee
                  Director shall have, with respect to the shares of Restricted
                  Shares, all of the rights of a stockholder of Westside,
                  including the right to vote the shares and the right to
                  receive any cash dividends.

         (iii)    The restrictions  provided for herein with respect to one-half
                  of the Restricted  Shares comprising  an initial  grant or an
                  annual  grant shall lapse one year after the date of the
                  related  grant (i.e.  the end of a one-year  "Restriction
                  Period"),  provided  that such  Non-Employee  Director is
                  still a director  of Westside on such first  anniversary
                  date.  The  restrictions  provided for herein with respect to
                  the remaining  one-half of the  Restricted  Shares  comprising
                  an initial grant or an annual grant shall lapse two years
                  after the  related  grant  (i.e.  the end of a  two-year
                  "Restriction  Period"), provided  that such  Non-Employee
                  Director  is still a  director  of  Westside  on such second
                  anniversary date.

         (iv)     If any Non-Employee Director holding shares of the Restricted
                  Shares shall cease to serve as a director of Westside for any
                  reason during the Restriction Period, all shares still subject
                  to restriction shall be forfeited by such Non-Employee
                  Director.

         (v)      In addition to the stock certificate representing the
                  unrestricted shares, each Non-Employee Director receiving an
                  initial award or an annual grant shall be issued two stock
                  certificates, each representing one-half of the Restricted
                  Shares comprising the related grant. Each such certificate
                  shall be registered in the name of the Non-Employee Director
                  awarded the Restricted Shares and shall bear an appropriate
                  legends referring to (among other things) the terms,
                  conditions, and restrictions applicable to such award,
                  substantially in the following form:

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the Westside Energy
                  Corporation 2005 Director Stock Plan."

         (vi)     The stock certificates evidencing such shares shall be held in
                  custody by Westside until the restrictions thereon shall have
                  lapsed, and that, as a condition of any Restricted Shares
                  award, the related Non-Employee Director shall have delivered
                  a stock power, endorsed in blank, relating to the Stock
                  covered by such award. Certificates for shares of unrestricted
                  Stock shall be delivered to the grantee promptly after, and
                  only after, the period of forfeiture shall have expired
                  without forfeiture in respect of such shares of Restricted
                  Shares.

         (vii)    In the event of special hardship circumstances of any
                  Non-Employee Director holding the Restricted Shares, including
                  death, disability or retirement, or in the event of an
                  unforeseeable emergency of a Non-Employee Director still
                  serving on the Board, the Board may, in its sole discretion,
                  when it finds that a waiver would be in the best interest of
                  Westside, waive in whole or in part any or all remaining
                  restrictions with respect to such Non-Employee Director's
                  shares of Restricted Shares.

         (viii)   Notwithstanding the foregoing, all restrictions with respect
                  to any Non-Employee Director's shares of Restricted Shares
                  shall lapse, on the date determined by the Board, prior to,
                  but in no event more than sixty (60) days prior to, the
                  occurrence of any of the following events: (i) dissolution or
                  liquidation of Westside, other than in conjunction with a
                  bankruptcy of Westside or any similar occurrence, (ii) any
                  merger, consolidation, acquisition, separation,
                  reorganization, or similar occurrence, where Westside will not
                  be the surviving entity or (iii) the transfer of substantially
                  all of the assets of Westside or 75% or more of the
                  outstanding Stock of Westside.

         (d)      Deferral. Notwithstanding anything else contained herein,
                  receipt of all or any portion of the awards hereunder may be
                  deferred, voluntarily or mandatorily, for such period of time
                  and under such terms and conditions as the Board may
                  determine.

         6.       Adjustment in Event of Changes in Capitalization. In the event
                  of a recapitalization, stock split, stock dividend,
                  combination or exchange of shares, merger, consolidation,
                  rights offering, separation, reorganization or liquidation, or
                  any other change in the corporate structure or shares of
                  Westside, subsequent to the date of the adoption of the Plan,
                  the Board shall make such equitable adjustments, designed to
                  protect dilution or enlargement of rights, as it may deem
                  appropriate, in the number and kind of shares authorized by
                  the Plan and in the limitations set forth in Sections 3 and 5.

         7.       Term of Plan. No shares of Common Stock shall be awarded
                  pursuant to the Plan more than 10 years after the date of the
                  adoption of the Plan.

         8.       Beneficiary Designation. A Non-Employee Director may designate
                  a beneficiary to whom shares or cash in settlement of
                  outstanding awards under the Plan may be delivered or paid on
                  the death of the director, provided that such designation will
                  only be given effect if the designation is expressly
                  authorized as a non-testamentary transfer under applicable
                  laws of descent and distribution as determined by the Board.
                  Beneficiary designations will be subject to such forms,
                  requirements, and procedures as the Board may establish.

         9.       Choice of Law. THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
                  ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD
                  TO PRINCIPLES OF CONFLICT OF LAWS.

         10.      Termination or Adjustment of Plan. The Board may at any time
                  terminate the Plan, and may from time to time alter or amend
                  the Plan or any part thereof, provided that no alternation or
                  amendment may be made without the approval of stockholders if
                  such approval is required by applicable law or stock exchange
                  rule.

         11.      No Right of Association. The grant of an award under this Plan
                  does not give any Non-Employee Director any right to remain a
                  director of Westside.

         12.      Withholding Taxes. Westside has the right, in its sole
                  discretion, to deduct or withhold at any time shares or cash
                  subject to or otherwise deliverable or payable in connection
                  with an award (including cash payable as dividends or dividend
                  equivalents) as may in the determination of the Board be
                  necessary to satisfy any required withholding or similar taxes
                  with respect to such awards. Withheld shares may be retained
                  by Westside or sold on behalf of the related Non-Employee
                  Director.

         13.      Plan not a Trust. Nothing contained in the Plan and no action
                  taken pursuant to the Plan shall create or be construed to
                  create a trust of any kind, or a fiduciary relationship,
                  between Westside and any Non-Employee Director, the executor,
                  administrator or other personal representative, or designated
                  beneficiary of such Non-Employee Director, or any other
                  persons. If and to the extent that any Non-Employee Director
                  or such Non-Employee Director's executor, administrator or
                  other personal representative, as the case may be, acquires a
                  right to receive any payment from Westside pursuant to the
                  Plan, such right shall be no greater than the right of an
                  unsecured general creditor of Westside.

         14.      Notices. Each Non-Employee Director shall be responsible for
                  furnishing the Board with the current and proper address for
                  the mailing of notices and delivery of Common Stock pursuant
                  to the Plan. Any notices required or permitted to be given
                  shall be deemed given if addressed to the person to be
                  notified at such address given to the Board by such person and
                  mailed by regular United States mail, first-class and prepaid.
                  If any item mailed to such address is returned as
                  undeliverable to the addressee, mailing will be suspended
                  until the Non-Employee Director furnishes the proper address.
                  This provision shall not be construed as requiring the mailing
                  of any notice or notification if such notice is not required
                  under the terms of the Plan or any applicable law.

         15.      Severability of Provisions. If any provisions of the Plan
                  shall be held invalid or unenforceable, such invalidity or
                  unenforceability shall not affect any other provisions hereof,
                  and the Plan shall be construed and enforced as if such
                  provisions had not been included.

         16.      Headings and Captions. The headings and captions herein are
                  provided for reference and convenience only, shall not be
                  considered part of the Plan, and shall not be employed in the
                  construction of the Plan.

         17.      Enforcement of Rights. In the event Westside or a Non-Employee
                  Director is required to bring any action to enforce the terms
                  of the Plan, the prevailing party shall be reimbursed by the
                  non-prevailing party for all costs and fees, including actual
                  attorney fees, for bringing and pursuing such action.

         18.      Date of Adoption. The date of the adoption of the Plan was
                  March 30, 2005.