**FIRST
      AMENDMENT TO EMPLOYMENT AGREEMENT**





This
      First Amendment (the "First Amendment") to that certain employment agreement
      (the "Agreement") dated May 3, 2005 by and between Westside
      Energy Corporation (the "Company") and Sean J. Austin (“Austin”) is made and entered
      into effective as of the 1 st day of
      January, 2006 by and between the Company and Austin. All capitalized, undefined
      terms used herein shall have the respective meanings given to such terms in
      the
      Agreement.





**Recitals**





WHEREAS,
      the Agreement was entered on or about May 3, 2005; and





WHEREAS, the
      Company and Austin desire to amend the Agreement upon the terms, provisions
      and
      conditions set forth hereinafter;





**Agreement**





NOW,
      THEREFORE, in consideration of the mutual covenants and agreements of the
      Company and Austin to amend the Agreement, the Company and Austin agree as
      follows:





1.  **Amendment
      to the Agreement** .
      The
      Agreement is hereby amended to add the following text in its
      entirety:





“ Stock
      Bonuses





|(a) | For
              purposes of this First Amendment, the following terms shall have the
              respective definitions assigned to the immediately
              below:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------




“ *Employer* ”
shall
      mean Westside Energy Corporation, a Nevada corporation





“ *Employee* ”
shall
      mean Sean J. Austin.





“ *Common
      Stock* ”
shall
      mean Employer’s common stock.





" *Market
      Value* "
      per
      share of Common Stock at any date shall mean the average of the daily Closing
      Price for the Common Stock for the 30 Trading Days before such
      date.





" *Closing
      Price* "
      on a
      given day shall mean the last sale price regular way or, in case no such
      reported sales take place on such day, the average of the last reported bid
      and
      ask prices, regular way, in either case on the principal national securities
      exchange or the NASDAQ/National Market System on which the shares of Common
      Stock are admitted to trading or listed, or if not so admitted or listed, the
      representative closing bid price as reported by NASDAQ or other similar
      organization if NASDAQ is no longer reporting such information or, if not so
      available, the fair market price as reasonably determined by Employer’s Board of
      Directors.





" *Trading
      Day* "
      shall
      mean a day on which the principal national securities exchange on which shares
      of Common Stock are listed or admitted to trading is open for the transaction
      of
      business or, if the shares of such Common Stock are not listed or admitted
      to
      trading on any national securities exchange, a Monday, Tuesday, Wednesday,
      Thursday or Friday on which banking institutions in the Borough of Manhattan,
      City and State of New York, are not authorized or obligated by law or executive
      order to close.





(b)
            
            Employer
                hereby agrees to pay to Employee bonuses in the form of issuances
                of
                unregistered shares of Common Stock, upon the terms, conditions and
                provisions of this First Amendment. Pursuant to this First Amendment,
                Employee may become entitled to be issued up to six tranches each
                comprised of 20,000 shares of unregistered Common Stock, for an aggregate
                of up to 120,000 shares of unregistered Common Stock. One of these
                tranches comprised of 20,000 shares of unregistered Common Stock
                shall be
                issued to Employee upon each of the following events, provided that
                such
                events occur before the closing of trading hours on December 31,
                2007 at a
                time when Employee is still employed by the Company:





*
            when
                the Market Value relating to the Common Stock first equals or exceeds
                $5.00 per share,


*
            when
                the Market Value relating to the Common Stock first equals or exceeds
                $6.00 per share,


*
            when
                the Market Value relating to the Common Stock first equals or exceeds
                $7.00 per share,


*
            when
                the Market Value relating to the Common Stock first equals or exceeds
                $8.00 per share,


*
            when
                the Market Value relating to the Common Stock first equals or exceeds
                $9.00 per share, and


*
            when
                the Market Value relating to the Common Stock first equals or exceeds
                $10.00 per share.****





(c)
            If
                the outstanding shares of the Common Stock shall be subdivided into
                a
                greater number of shares or a dividend in Common Stock shall be paid
                in
                respect of Common Stock, the figures for the Market Value as stated
                immediately above in effect immediately prior to such subdivision
                or at
                the record date of such dividend shall simultaneously with the
                effectiveness of such subdivision or immediately after the record
                date of
                such dividend be proportionately reduced. If the outstanding shares
                of
                Common Stock shall be combined into a smaller number of shares, the
                figures for the Market Value as stated immediately above in effect
                immediately prior to such combination shall, simultaneously with
                the
                effectiveness of such combination, be proportionately increased.
                When any
                adjustment is required to be made in the Market Value, the number
                of
                shares comprising the tranches making up the bonuses to be paid pursuant
                to this First Amendment shall be changed to the number determined
                by
                dividing (i) an amount equal to the number of shares comprising the
                tranches immediately prior to such adjustment, multiplied by the
                Market
                Value in effect immediately prior to such adjustment, by (ii) the
                Market
                Value in effect immediately after such adjustment.





|(d) | Employee
              may, at his election, terminate Employee's employment at any time upona
              "Change in Control" after
              the giving of 15 days written notice, and thereupon Employee's employment
              with Employer will terminate 15 days after the giving of the notice
              or (if
              later) on the date specified in the notice.For
              purposes of this Agreement, a "Change in Control" shall mean the approval
              by the stockholders of Employer of: (i) a merger, consolidation, share
              exchange or reorganization involving Employer, unless the stockholders
              of
              Employer, immediately before such merger, consolidation, share exchange
              or
              reorganization, own, directly or indirectly immediately following such
              merger, consolidation, share exchange or reorganization, at least 80%
              of
              the combined voting power of the outstanding voting securities of the
              corporation that is the successor in such merger, consolidation, share
              exchange or reorganization in substantially the same proportion as
              their
              ownership of the Voting Securities immediately before such merger,
              consolidation, share exchange or reorganization; (ii) a complete
              liquidation or dissolution of Employer; or (iii) an agreement for the
              sale
              or other disposition of all or substantially all of the assets of
              Employer.****In
              the event that eitherEmployeeor
              the Companyterminates
              Employee's employment upona
              Change in Control, Employee shall be entitled to be issued immediately
              pursuant to this First Amendment all of the 120,000 shares of Common
              Stock
              that have not already been issued pursuant to this First Amendment.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(e)
            The
                provisions of this First Amendment are subject to the approval of
                a
                majority of Employer’s outstanding shares and the listing of the shares to
                be issued in connection herewith with the American Stock Exchange.”





2.  **Miscellaneous** .
      Except
      as otherwise expressly provided herein, the Agreement is not amended, modified
      or affected by this First Amendment. Except as expressly set forth herein,
      all
      of the terms, conditions, covenants, representations, warranties and all other
      provisions of the Agreement are herein ratified and confirmed and shall remain
      in full force and effect. On and after the date on which this First Amendment
      becomes effective, the terms, "Agreement," "hereof," "herein," "hereunder"
      and
      terms of like import, when used herein or in the Agreement shall, except where
      the context otherwise requires, refer to the Agreement, as amended by this
      First
      Amendment. This First Amendment may be executed into one or more counterparts,
      and it shall not be necessary that the signatures of all parties hereto be
      contained on any one counterpart hereof; each counterpart shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument.





4


IN
      WITNESS WHEREOF, this First Amendment to the Agreement is adopted effective
      as
      of the 1 st day of
      January, 2006.





"COMPANY"       "AUSTIN"





WESTSIDE
      ENERGY CORPORATION








By:_________________________________   ____________________________________


Sean
      J.
      Austin


Name:______________________________


Title:_______________________________