**WESTSIDE
      ENERGY CORPORATION**





**INDEMNIFICATION
      AGREEMENT**





THIS
      INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into as of
      the
      ____ day of _____________________, 200___ by and between Westside Energy
      Corporation, , a Nevada corporation (the "Corporation"), and
      ________________________ ("Indemnitee").





**WITNESSETH:**





WHEREAS,
      Indemnitee is currently serving or is about to begin serving as a director
      and/or an Officer of the Corporation and/or in another Corporate Status, and
      Indemnitee is willing, subject to, among other things, the Corporation's
      execution and performance of this Agreement, to continue in or assume such
      capacity or capacities; and





WHEREAS,
      the Bylaws of the Corporation provide that the Corporation shall indemnify
      and
      may advance expenses to all directors and Officers of the Corporation in the
      manner set forth therein, and the Corporation's Certificate of Incorporation
      provides for limitation of liability for directors; and





WHEREAS,
      in order to induce Indemnitee to provide services as contemplated hereby, the
      Corporation has deemed it to be in its best interest to enter into this
      Agreement with Indemnitee;





NOW,
      THEREFORE, in consideration of Indemnitee's agreement to provide services to
      the
      Corporation and/or certain of its affiliates as contemplated hereby, the mutual
      agreements contained herein and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      stipulate and agree as follows;





**ARTICLE
      I**


**CERTAIN
      DEFINITIONS**





As
      used
      herein, the following words and terms shall have the following respective
      meanings (whether singular or plural):





"Certificate
      of Incorporation" means the Amended and Restated Certificate of Incorporation
      of
      the Corporation (as it may be further amended or restated from time to
      time).





"Change
      of Control" means:





(i)  The
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (1)
      the
      then outstanding shares of common stock of the Corporation (the "Outstanding
      Corporation Common Stock") or (2) the combined voting power of the then
      outstanding voting securities of the Corporation entitled to vote generally
      in
      the election of directors (the "Outstanding Corporation Voting Securities");
      provided however, that for purposes of this subsection (i), the following
      acquisitions shall not constitute a Change of Control: (A) any acquisition
      directly from the Corporation, (B) any acquisition by the Corporation, (C)
      any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Corporation or any entity controlled by the Corporation or
      (D)
      any acquisition by any entity pursuant to a transaction which complies with
      clauses (1), (2) and (3) of subsection (iii) of this definition; or





(ii)  Individuals
      who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
      for any reason to constitute at least a majority of the Board; provided,
      however, that any individual becoming a director subsequent to the date hereof
      whose election, or nomination for election by the Corporation's stockholders,
      was approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board shall be considered as though such individual were a member
      of the Incumbent Board, but excluding, for this purpose, any such individual
      whose initial assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of directors or other
      actual or threatened solicitation of proxies or consents by or on behalf of
      a
      Person other than the Board; or





(iii)
      Consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the Corporation (a
      "Business Combination"), in each case, unless, following such Business
      Combination, (1) all or substantially all of the individuals and entities who
      were the beneficial owners, respectively, of the Outstanding Corporation Common
      Stock and Outstanding Corporation Voting Securities immediately prior to such
      Business Combination beneficially own, directly or indirectly, more than 50%
      of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the entity
      resulting from such Business Combination (including, without limitation, an
      entity that as a result of such transaction owns the Corporation or all or
      substantially all of the Corporation's assets either directly or through one
      or
      more subsidiaries) in substantially the same proportions as their ownership,
      immediately prior to such Business Combination, of the Outstanding Corporation
      Common Stock and Outstanding Corporation Voting Securities, as the case may
      be,
      (2) no Person (excluding any entity resulting from such Business Combination
      or
      any employee benefit plan (or related trust) of the Corporation or such entity
      resulting from such Business Combination) beneficially owns, directly or
      indirectly, 35% or more of, respectively, the then outstanding shares of common
      equity of the entity resulting from such Business Combination or the combined
      voting power of the then outstanding voting securities of such entity except
      to
      the extent that such ownership existed prior to the Business Combination, and
      (3) at least a majority of the members of the board of directors of the
      corporation, or the similar managing body of a non-corporate entity, resulting
      from such Business Combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination; or





11


(iv)
      Approval by the stockholders of the Corporation of a complete liquidation or
      dissolution of the Corporation, other than a liquidation or dissolution in
      connection with a transaction to which subsection (iii) applies.





"Corporate
      Status" describes the status of Indemnitee as a director, Officer, employee,
      agent or fiduciary of the Corporation or of any other corporation, partnership,
      limited liability company, association, joint venture, trust, employee benefit
      plan or other enterprise that Indemnitee is or was serving at the request of
      the
      Corporation.





"Court"
      means any district court of the State of Nevada or any other court of competent
      jurisdiction.





"Designated
      Professional Capacity" shall include, but not be limited to, a physician, nurse,
      psychologist or therapist, registered surveyor, registered engineer, registered
      architect, attorney, certified public accountant or other person who renders
      such professional services within the course and scope of his employment, who
      is
      licensed by appropriate regulatory authorities to practice such profession
      and
      who, while acting in the course of such employment, committed or is alleged
      to
      have committed any negligent acts, errors or omissions in rendering such
      professional services at the request of the Corporation or pursuant to his
      employment (including, without limitation, rendering written or oral opinions
      to
      third parties).





"NRS"
      means the Nevada Revised Statutes.





"Expenses"
      shall include all reasonable attorneys' fees, retainers, court costs, transcript
      costs, fees of experts, witness fees, travel expenses, duplicating costs,
      printing and binding costs, telephone charges, postage, delivery service fees,
      and all other disbursements or expenses of the types customarily incurred in
      connection with prosecuting, defending, preparing to prosecute or defend,
      investigating, or being or preparing to be a witness in a
      Proceeding.





"Independent
      Counsel" means a law firm, or a member of a law firm, that is experienced in
      matters of corporation law and neither presently is, nor in the five years
      previous to his selection or appointment has been, retained to represent: (i)
      the Corporation or Indemnitee in any matter material to either such party or
      (ii) any other party to the Proceeding giving rise to a claim for
      indemnification hereunder.





"Matter"
      is a claim, a material issue or a substantial request for relief.





"Officer"
      means the president, the treasurer, the secretary, and each vice president
      of
      the Corporation and any other corporation, partnership, limited liability
      company, association, joint venture, trust, employee benefit plan or other
      enterprise for which such person is or was serving in such position at the
      request of the Corporation (and all variants of the preceding positions such
      as
      assistant treasurer, assistant secretary, senior vice president, and similar
      modifications), in each case elected or appointed pursuant to proper corporate
      authority, and each other person designated by the President of the Corporation
      from time to time as constituting an "Officer."





"Proceeding"
      includes any action, suit, arbitration, alternate dispute resolution mechanism,
      investigation administrative hearing or any other proceeding, whether civil,
      criminal, administrative or investigative, except one initiated by Indemnitee
      pursuant to Section 6.1 (Adjudication) of this Agreement to enforce his rights
      under this Agreement.





**ARTICLE
      II**


**SERVICES
      BY INDEMNITEE**





**Section
      2.1. Services by Indemnitee** .
      Indemnitee agrees to serve or continue to serve in his current capacity or
      capacities as a director, Officer, employee, agent or fiduciary of the
      Corporation. Indemnitee may also serve, as the Corporation may reasonably
      request from time to time, as a director, Officer, employee, agent or fiduciary
      of any other corporation, partnership, limited liability company, association,
      joint venture, trust, employee benefit plan or other enterprise in which the
      Corporation has an interest. Indemnitee and the Corporation each acknowledge
      that they have entered into this Agreement as a means of inducing Indemnitee
      to
      serve the Corporation in such capacities. Indemnitee may at any time and for
      any
      reason resign from such position or positions (subject to any other contractual
      obligation or any obligation imposed by operation of law). The Corporation
      shall
      have no obligation under this Agreement to continue Indemnitee in any such
      position for any period of time and shall not be precluded by the provisions
      of
      this Agreement from removing Indemnitee from any such position at any
      time.





**ARTICLE
      III**


**INDEMNIFICATION**





**Section
      3.1. General** .
      The
      Corporation shall, to the fullest extent permitted by applicable law in effect
      on the date hereof, and to such greater extent as applicable law may thereafter
      permit, indemnify and hold Indemnitee harmless from and against any and all
      losses, liabilities, claims, damages and, subject to Section 3.2 (Expenses),
      Expenses, whatsoever arising out of any event or occurrence related to the
      fact
      that Indemnitee is or was a director or an Officer (including as an Officer
      acting in his Designated Professional Capacity) of the Corporation or is or
      was
      serving in another Corporate Status.





**Section
      3.2. Expenses** .
      If
      Indemnitee is, by reason of his Corporate Status, a party to and is successful,
      on the merits or otherwise, in any Proceeding, he shall be indemnified against
      all Expenses actually and reasonably incurred by him or on his behalf in
      connection therewith. If Indemnitee is not wholly successful in such Proceeding
      but is successful, on the merits or otherwise, as to any Matter in such
      Proceeding, the Corporation shall indemnify Indemnitee against all Expenses
      actually and reasonably incurred by him or on his behalf relating to such
      Matter. The termination of any Matter in such a Proceeding by dismissal, with
      or
      without prejudice, shall be deemed to be a successful result as to such Matter.
      To the extent that the Indemnitee is, by reason of his Corporate Status, a
      witness in any Proceeding, he shall be indemnified against all Expenses actually
      and reasonably incurred by him or on his behalf in connection
      therewith.





**ARTICLE
      IV**


**ADVANCEMENT
      OF EXPENSES**





**Section
      4.1. Advances** .
      In the
      event of any threatened or pending action, suit or proceeding in which
      Indemnitee is a party or is involved and that may give rise to a right of
      indemnification under this Agreement, following written request to the
      Corporation by Indemnitee, the Corporation shall promptly pay to Indemnitee
      amounts to cover expenses reasonably incurred by Indemnitee in such proceeding
      in advance of its final disposition upon the receipt by the Corporation of
      (i) a
      written undertaking executed by or on behalf of Indemnitee providing that
      Indemnitee will repay the advance if it shall ultimately be determined that
      Indemnitee is not entitled to be indemnified by the Corporation as provided
      in
      this Agreement and (ii) satisfactory evidence as to the amount of such
      expenses.





**Section
      4.2. Repayment of Advances or Other Expenses** .
      Indemnitee agrees that Indemnitee shall reimburse the Corporation for all
      expenses paid by the Corporation in defending any civil, criminal,
      administrative or investigative action, suit or proceeding against Indemnitee
      in
      the event and only to the extent that it shall be determined pursuant to the
      provisions of this Agreement or by final judgment or other final adjudication
      under the provisions of any applicable law that Indemnitee is not entitled
      to be
      indemnified by the Corporation for such expenses.





**ARTICLE
      V**


**PROCEDURE
      FOR DETERMINATION OF**


**ENTITLEMENT
      TO INDEMNIFICATION**





**Section
      5.1. Request for Indemnification** .
      To
      obtain indemnification, Indemnitee shall submit to the Secretary of the
      Corporation a written claim or request. Such written claim or request shall
      contain sufficient information to reasonably inform the Corporation about the
      nature and extent of the indemnification or advance sought by Indemnitee. The
      Secretary of the Corporation shall promptly advise the Board of Directors of
      such request.





**Section
      5.2. Determination of Entitlement; No Change of Control** .
      If
      there has been no Change of Control at the time the request for indemnification
      is submitted, Indemnitee's entitlement to indemnification shall be determined
      in
      accordance with Section 78.7502 of the NRS. If entitlement to indemnification
      is
      to be determined by Independent Counsel, the Corporation shall furnish notice
      to
      Indemnitee within 10 days after receipt of the request for indemnification,
      specifying the identity and address of Independent Counsel. The Indemnitee
      may,
      within 14 days after receipt of such written notice of selection, deliver to
      the
      Corporation a written objection to such selection. Such objection may be
      asserted only on the ground that the Independent Counsel so selected does not
      meet the requirements of Independent Counsel and the objection shall set forth
      with particularity the factual basis for such assertion. If there is an
      objection to the selection of Independent Counsel, either the Corporation or
      Indemnitee may petition the Court for a determination that the objection is
      without a reasonable basis and/or the appointment of Independent Counsel
      selected by the Court.





**Section
      5.3. Determination of Entitlement; Change of Control** .
      If
      there has been a Change of Control at the time the request for indemnification
      is submitted, Indemnitee's entitlement to indemnification shall be determined
      in
      a written opinion by Independent Counsel selected by Indemnitee. Indemnitee
      shall give the Corporation written notice advising of the identity and address
      of the Independent Counsel so selected. The Corporation may, within seven days
      after receipt of such written notice of selection, deliver to the Indemnitee
      a
      written objection to such selection. Indemnitee may, within five days after
      the
      receipt of such objection from the Corporation, submit the name of another
      Independent Counsel and the Corporation may, within seven days after receipt
      of
      such written notice of selection, deliver to the Indemnitee a written objection
      to such selection. Any objections referred to in this Section 5.3 may he
      asserted only on the ground that the Independent Counsel so selected does not
      meet the requirements of Independent Counsel and such objection shall set forth
      with particularity the factual basis for such assertion. Indemnitee may petition
      the Court for a determination that the Corporation's objection to the first
      and/or second selection of Independent Counsel is without a reasonable basis
      and/or for the appointment as Independent Counsel of a person selected by the
      Court.





**Section
      5.4. Procedures of Independent Counsel** .
      If a
      Change of Control shall have occurred before the request for indemnification
      is
      sent by Indemnitee, Indemnitee shall be presumed (except as otherwise expressly
      provided in this Agreement) to be entitled to indemnification upon submission
      of
      a request for indemnification in accordance with Section 5.1 (Request for
      Indemnification) of this Agreement, and thereafter the Corporation shall have
      the burden of proof to overcome the presumption in reaching a determination
      contrary to the presumption. The presumption shall be used by Independent
      Counsel as a basis for a determination of entitlement to indemnification unless
      the Corporation provides information sufficient to overcome such presumption
      by
      clear and convincing evidence or the investigation, review and analysis of
      Independent Counsel convinces him by clear and convincing evidence that the
      presumption should not apply.





Except
      in
      the event that the determination of entitlement to indemnification is to be
      made
      by Independent Counsel, if the person or persons empowered under Section 5.2
      (Determination of Entitlement; No Change of Control) or 5.3 (Determination
      of
      Entitlement; Change of Control) of this Agreement to determine entitlement
      to
      indemnification shall not have made and furnished to Indemnitee in writing
      a
      determination within 60 days after receipt by the Corporation of the request
      therefor, the requisite determination of entitlement to indemnification shall
      be
      deemed to have been made and Indemnitee shall be entitled to such
      indemnification unless Indemnitee knowingly misrepresented a material fact
      in
      connection with the request for indemnification or such indemnification is
      prohibited by applicable law. The termination of any Proceeding or of any Matter
      therein, by judgment, order, settlement or conviction, or upon a plea of nolo
      contendere or its equivalent, shall not (except as otherwise expressly provided
      in this Agreement) of itself adversely affect the right of Indemnitee to
      indemnification or create a presumption that Indemnitee did not act in good
      faith and in a manner which he reasonably believed to be in or not opposed
      to
      the best interests of the Corporation, and, with respect to any criminal action
      or Proceeding, had no reasonable cause to believe his conduct was unlawful.
      A
      person who acted in good faith and in a manner he reasonably believed to be
      in
      the interest of the participants and beneficiaries of an employee benefit plan
      of the Corporation shall be deemed to have acted in a manner not opposed to
      the
      best interests of the Corporation.





For
      purposes of any determination hereunder, a person shall be deemed to have acted
      in good faith and in a manner which he reasonably believed to be in or not
      opposed to the best interests of the Corporation, or, with respect to any
      criminal action or Proceeding, had no reasonable cause to believe his conduct
      was unlawful, if his action is based on the records or books of account of
      the
      Corporation or another enterprise or on information supplied to him by the
      Officers of the Corporation or another enterprise in the course of their duties
      or on the advice of legal counsel for the Corporation or another enterprise
      or
      on information or records given or reports made to the Corporation or another
      enterprise by an independent certified public accountant or by an appraiser
      or
      other expert selected with reasonable care by the Corporation or another
      enterprise. The term "another enterprise" as used in this Section shall mean
      any
      other corporation or any partnership, limited liability company, association,
      joint venture, trust, employee benefit plan or other enterprise of which such
      person is or was serving at the request of the Corporation as a director,
      Officer, employee or agent. The provisions of this paragraph shall not be deemed
      to be exclusive or to limit in any way the circumstances in which an Indemnitee
      may be deemed to have met the applicable standards of conduct for determining
      entitlement to rights under this Agreement.





**Section
      5.5. Independent Counsel Expenses** .
      The
      Corporation shall pay any and all reasonable fees and expenses of Independent
      Counsel incurred acting pursuant to this Article and in any proceeding to which
      it is a party or witness in respect of its investigation and written report
      and
      shall pay all reasonable fees and expenses incident to the procedures in which
      such Independent Counsel was selected or appointed. No Independent Counsel
      may
      serve if a timely objection has been made to his selection until a Court has
      determined that such objection is without a reasonable basis.





**ARTICLE
      VI**


**CERTAIN
      REMEDIES OF INDEMNITEE**





**Section
      6.1. Adjudication** .
      In the
      event that (i) a determination is made pursuant to Section 5.2 (Determination
      of
      Entitlement; No Change of Control) or 5.3 (Determination of Entitlement; Change
      of Control) hereof that Indemnitee is not entitled to indemnification under
      this
      Agreement; (ii) advancement of Expenses is not timely made pursuant to Section
      4.1 (Advances) of this Agreement; (iii) Independent Counsel has not made and
      delivered a written opinion determining the request for indemnification (a)
      within 90 days after being appointed by the Court, or (b) within 90 days after
      objections to his selection have been overruled by the Court or (c) within
      90
      days after the time for the Corporation or Indemnitee to object to his
      selection; or (iv) payment of indemnification is not made within five days
      after
      a determination of entitlement to indemnification has been made or deemed to
      have been made pursuant to Section 5.2 (Determination of Entitlement, No Change
      of Control), 5.3 (Determination of Entitlement; Change of Control) or 5.4
      (Procedures of Independent Counsel) of this Agreement, Indemnitee shall be
      entitled to an adjudication in an appropriate court of the State of Nevada,
      or
      in any other court of competent jurisdiction, of his entitlement to such
      indemnification or advancement of Expenses. In the event that a determination
      shall have been made that Indemnitee is not entitled to indemnification, any
      judicial proceeding or arbitration commenced pursuant to this Section 6.1 shall
      be conducted in all respects as a de novo trial on the merits and Indemnitee
      shall not be prejudiced by reason of that adverse determination. If a Change
      of
      Control shall have occurred, in any judicial proceeding commenced pursuant
      to
      this Section 6.1, the Corporation shall have the burden of proving that
      Indemnitee is not entitled to indemnification or advancement of Expenses, as
      the
      case may be. If a determination shall have been made or deemed to have been
      made
      that Indemnitee is entitled to indemnification, the Corporation shall be bound
      by such determination in any judicial proceeding commenced pursuant to this
      Section 6.1, or otherwise, unless Indemnitee knowingly misrepresented a material
      fact in connection with the request for indemnification, or such indemnification
      is prohibited by law.





The
      Corporation shall be precluded from asserting in any judicial proceeding
      commenced pursuant to this Section 6.1 that the procedures and presumptions
      of
      this Agreement are not valid, binding and enforceable, and shall stipulate
      in
      any such proceeding that the Corporation is bound by all provisions of this
      Agreement. In the event that Indemnitee, pursuant to this Section 6.1, seeks
      a
      judicial adjudication to enforce his rights under, or to recover damages for
      breach of, this Agreement, Indemnitee shall be entitled to recover from the
      Corporation, and shall be indemnified by the Corporation against, any and all
      Expenses actually and reasonably incurred by him in such judicial adjudication,
      but only if he prevails therein. If it shall be determined in such judicial
      adjudication that Indemnitee is entitled to receive part but not all of the
      indemnification or advancement of Expenses sought, the Expenses incurred by
      Indemnitee in connection with such judicial adjudication or arbitration shall
      be
      appropriately prorated.





**ARTICLE
      VII**


**PARTICIPATION
      BY THE CORPORATION**





**Section
      7.1. Participation by the Corporation** .
      With
      respect to any such claim, action, suit, proceeding or investigation as to
      which
      Indemnitee notifies the Corporation of the commencement thereof: (a) the
      Corporation will be entitled to participate therein at its own expense; and
      (b)
      except as otherwise provided below, to the extent that it may wish, the
      Corporation (jointly with any other indemnifying party similarly notified)
      will
      be entitled to assume the defense thereof, with counsel reasonably satisfactory
      to Indemnitee. After receipt of notice from the Corporation to Indemnitee of
      the
      Corporation's election so to assume the defense thereof, the Corporation will
      not be liable to Indemnitee under this Agreement for any legal or other expenses
      subsequently incurred by Indemnitee in connection with the defense thereof
      other
      than reasonable costs of investigation or as otherwise provided below.
      Indemnitee shall have the right to employ his own counsel in such action, suit,
      proceeding or investigation but the fees and expenses of such counsel incurred
      after notice from the Corporation of its assumption of the defense thereof
      shall
      be at the expense of Indemnitee unless (i) the employment of counsel by
      Indemnitee has been authorized by the Corporation, (ii) Indemnitee shall have
      reasonably concluded that there is a conflict of interest between the
      Corporation and Indemnitee in the conduct of the defense of such action or
      (iii)
      the Corporation shall not in fact have employed counsel to assume the defense
      of
      such action, in each of which cases the fees and expenses of counsel employed
      by
      Indemnitee shall be subject to indemnification pursuant to the terms of this
      Agreement provided that the Corporation shall not be entitled to assume the
      defense of any action, suit, proceeding or investigation brought in the name
      of
      or on behalf of the Corporation or as to which Indemnitee shall have made the
      conclusion provided for in clause (ii) of this sentence. The Corporation shall
      not be liable to indemnify Indemnitee under this Agreement for any amounts
      paid
      in settlement of any action or claim effected without its written consent,
      which
      consent shall not be unreasonably withheld. The Corporation shall not settle
      any
      action or claim in any manner that would impose any limitation or unindemnified
      penalty on Indemnitee without Indemnitee's written consent, which consent shall
      not be unreasonably withheld.





**ARTICLE
      VIII**


**MISCELLANEOUS**





**Section
      8.1. Nonexclusivity of Rights** .
      The
      rights of indemnification and advancement of Expenses as provided by this
      Agreement shall not be deemed exclusive of any other rights to which Indemnitee
      may at any time be entitled to under applicable law, the Certificate of
      Incorporation, the Corporation's Bylaws, any agreement, a vote of stockholders
      or a resolution of directors, or otherwise. No amendment, alteration or repeal
      of this Agreement or any provision hereof shall be effective as to any
      Indemnitee for acts, events and circumstances that occurred, in whole or in
      part, before such amendment, alteration or repeal. The provisions of this
      Agreement shall continue as to an Indemnitee whose Corporate Status has ceased
      for any reason and shall inure to the benefit of his heirs, executors and
      administrators.





11


**Section
      8.2.**  **Insurance
      and Subrogation** .
      The
      Corporation shall not be liable under this Agreement to make any payment of
      amounts otherwise indemnifiable hereunder if, but only to the extent that,
      Indemnitee has otherwise actually received such payment under any insurance
      policy, contract, agreement or otherwise.





In
      the
      event of any payment hereunder, the Corporation shall be subrogated to the
      extent of such payment to all the rights of recovery of Indemnitee, who shall
      execute all papers required and take all action reasonably requested by the
      Corporation to secure such rights, including execution of such documents as
      are
      necessary to enable the Corporation to bring suit to enforce such
      rights.





**Section
      8.3.**  **Acknowledgment
      of Certain Matters** .
      Both
      the Corporation and Indemnitee acknowledge that in certain instances, applicable
      law or public policy may prohibit indemnification of Indemnitee by the
      Corporation under this Agreement or otherwise. Indemnitee understands and
      acknowledges that the Corporation has undertaken or may be required in the
      future to undertake, by the Securities and Exchange Commission, to submit the
      question of indemnification to a court in certain circumstances for a
      determination of the Corporation's right under public policy to indemnify
      Indemnitee.





**Section
      8.4. Amendment** .
      This
      Agreement may not be modified or amended except by a written instrument executed
      by or on behalf of each of the parties hereto.





**Section
      8.5. Waivers** .
      The
      observance of any term of this Agreement may be waived (either generally or
      in a
      particular instance and either retroactively or prospectively) by the party
      entitled to enforce such term only by a writing signed by the party against
      which such waiver is to be asserted. Unless otherwise expressly provided herein,
      no delay on the part of any party hereto in exercising any right, power or
      privilege hereunder shall operate as a waiver thereof, nor shall any waiver
      on
      the part of any party hereto of any right, power or privilege hereunder operate
      as a waiver of any other right, power or privilege hereunder nor shall any
      single or partial exercise of any right, power or privilege hereunder preclude
      any other or further exercise thereof or the exercise of any other right, power
      or privilege hereunder.





**Section
      8.6. Entire Agreement** .
      This
      Agreement and the documents referred to herein constitute the entire agreement
      between the parties hereto with respect to the matters covered hereby, and
      any
      other prior or contemporaneous oral or written understandings or agreements
      with
      respect to the matters covered hereby are superseded by this
      Agreement.





**Section
      8.7**  **Severability** .
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever, the validity, legality and
      enforceability of the remaining provisions shall not in any way be affected
      or
      impaired thereby; and, to the fullest extent possible, the provisions of this
      Agreement shall be construed so as to give effect to the intent manifested
      by
      the provision held invalid, illegal or unenforceable.





**Section
      8.8. Certain Actions For Which Indemnification Is Not
      Provided** .
      Notwithstanding any other provision of this Agreement, Indemnitee shall not
      be
      entitled to indemnification or advancement of Expenses under this Agreement
      with
      respect to any Proceeding, or any Matter therein, brought or made by Indemnitee
      against the Corporation.





11


**Section
      8.9. Notices** .
      Promptly after receipt by Indemnitee of notice of the commencement of any
      action, suit or proceeding, Indemnitee shall, if he anticipates or contemplates
      making a claim for expenses or an advance pursuant to the terms of this
      Agreement, notify the Corporation of the commencement of such action, suit
      or
      proceeding; provided, however, that any delay in so notifying the Corporation
      shall not constitute a waiver or release by Indemnitee of rights hereunder
      and
      that any omission by Indemnitee to so notify the Corporation shall not relieve
      the Corporation from any liability that it may have to Indemnitee otherwise
      than
      under this Agreement. Any communication to the Corporation shall be addressed
      to
      the Secretary of the Corporation and any communication to Indemnitee shall
      be
      addressed to the Indemnitee's address as shown on the Corporation's records
      unless the Indemnitee specifies otherwise and shall be personally delivered
      or
      delivered by overnight mail delivery. Any such notice shall be effective upon
      receipt.





**Section
      8.10. Certain Rights** .
      The
      right to be indemnified or to the advancement or reimbursement of Expenses
      (i)
      is intended to he retroactive and shall be available as to events occurring
      prior to the date of this Agreement and (ii) shall continue after any rescission
      or restrictive modification of such provisions as to events occurring prior
      thereto.





**Section
      8.11. Governing Law** .
      This
      Agreement shall be construed in accordance with arid governed by the laws of
      the
      State of Nevada without regard to any principles of conflict of laws that,
      if
      applied, might permit or require the application of the laws of a different
      jurisdiction..





**Section
      8.12. Headings** .
      The
      Article and Section headings in and referred to in this Agreement are for
      convenience of reference only, and shall not be deemed to alter or affect the
      meaning or interpretation of any provisions hereof.





**Section
      8.13. Counterparts** .
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original and all of which together shall be deemed to be one and the same
      instrument.





**Section
      8.14. Use of Certain Terms** .
      As used
      in this Agreement, the words "herein," "hereof," and "hereunder" and other
      words
      of similar import refer to this Agreement as a whole and not to any particular
      paragraph, subparagraph, section, subsection, or other subdivision. Whenever
      the
      context may require, any pronoun used in this Agreement shall include the
      corresponding masculine, feminine or neuter forms, and the singular form of
      nouns, pronouns and verbs shall include the plural and vice versa.





*[SIGNATURES
      TO FOLLOW]*


11


IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered to be
      effective as of the date first above written.





"CORPORATION"      "INDEMNITEE"





WESTSIDE
      ENERGY CORPORATION








By:_________________________________   ___________________________________





Name:______________________________   Name:______________________________





Title:_______________________________