REVOLVING NOTE

$8,000,000.00                                             September 20, 2007

FOR  VALUE RECEIVED, Westside Energy Corporation ("Borrower" or "Maker"), hereby
promises  to  pay to the order of Knight Energy Group II, LLC (the "Holder"), at
Holder's  principal office in Oklahoma City, Oklahoma, or at such other place as
the  holder  of  this  Revolving  Note may direct, in lawful money of the United
States  of  America,  an  amount  not  in  excess of $8,000,000.00, and Borrower
further  promises  to  pay  interest  to the Holder in like money, from the date
hereof on the unpaid principal amount hereof from time to time outstanding, at a
floating rate equal to the thirty (30) day London Interbank Offer Rate ("LIBOR")
plus  five  percent  (5%)  per  annum.

1. Payment Terms. All accrued interest upon this Revolving Note shall be due and
payable  monthly  in  arrears  on the 1st day of each month beginning October 1,
2007.  The unpaid principal balance of this Revolving Note together with accrued
but  unpaid  interest thereon shall be due and payable on September 1, 2008 (the
"Maturity  Date")  in  an amount equal to the then outstanding principal balance
plus  accrued  but  unpaid interest. For the purpose of computing interest under
this  Revolving  Note, payments of all or any portion of the principal sum owing
under  this  Revolving  Note  will  not  be  deemed to have been made until such
payments  are  received  by  the  Holder  in collected funds. The records of the
Holder  shall  be  prima  facie  evidence of the amounts owing on this Revolving
Note,  which  can  be  rebutted  by  documentary  evidence  to  the  contrary.

2.  Disbursal  and  Prepayment.  The  Holder  may disburse the principal of this
Revolving  Note  to  Borrower  in  one  or  more  Advances  from time to time in
accordance  with  the terms hereof. Borrower shall give Holder four (4) business
days  advance  notice  before  funds  may  be  disbursed to Borrower. Borrower's
requests  for  Advances  shall  be  accompanied  with  a  detailed Authority For
Expenditure  (hereinafter  "AFE's")  and  other back-up detail as the Holder may
require.  Borrower  shall be entitled, and, in certain instances as noted herein
in  Paragraph  5.  Acceleration may be required, to prepay the principal of this
Revolving  Note  together  with accrued but unpaid interest thereon from time to
time.  Borrower may borrow, repay and re-borrow under this Revolving Note. It is
contemplated  that  by  reason  of prepayments hereon there may be times when no
indebtedness  is  owing  hereunder;  but  notwithstanding such occurrences, this
Revolving  Note  shall  remain  valid  and  shall  be  in  full force and effect
subsequent  to  each  such  occurrence.

3.  Security.  The  repayment  of  this  Revolving  Note  is  unsecured.

4.  Default.  The  following  shall  constitute an "Event of Default" under this
Note: (a)Maker's failure to pay when due any amounts owed pursuant to this Note;
(b) Maker's breach of or failure to perform any other representations, covenants
or  agreements  set  forth  in  this  Note;  (c) Borrower shall (U) apply for or
consent  to  the  appointment of a custodian, receiver, trustee or liquidator of
any  of  its  properties,  or  (V)  admit  in  writing  the inability to pay, or
generally  fail  to  pay,  it  debts  as  they become due, or (W) make a general
assignment for the benefit of creditors, or (X) commence any proceeding relating
to  the  bankruptcy, reorganization, liquidation, receivership, conservatorship,
insolvency,  dissolution  or  liquidation, or if corporate, partnership or other
action  should  be  taken for the purpose of effecting any of the foregoing, (Y)
suffer  any  such  appointment  or  commencement of a proceeding as described in
clause  (U)  or  (Y),  which  appointment  or  proceeding  is  not terminated or
discharged within thirty (30) days, or (Z) become insolvent. Upon the occurrence
or  existence of any Event of Default referenced in item (a) of this paragraph 4
for  which  Holder  intends to take legal action, Holder will give Maker written
notice  of  such Event of Default and five (5) days from the date of such notice
to  cure the Event of Default, and upon the occurrence or existence of any Event
of  Default  referenced  in item (b) or (c) of this paragraph 4 for which Holder
intends  to  take  legal  action  if  not promptly cured, Holder will give Maker
written  notice  of  such Event of Default and thirty (30) days from the date of
such  notice  to  cure the Event of Default to the satisfaction of Holder. Maker
will  have  thirty  (30)  days  from the date of any involuntary bankruptcy case
filed  against  it  in which to have the action dismissed before such occurrence
will  be  deemed  to  constitute  an  Event  of Default under this Note, thereby
triggering  the requirement for notice of the Event of Default and an additional
thirty  (30)  days to cure such default, i.e. Maker will have a cumulative sixty
(60)  days  to  obtain  dismissal  of  any  such  involuntary  bankruptcy  case.

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     5.     Acceleration. Upon the occurrence of an Event of Default (as defined
herein)  (subject  to  any applicable cure period and notices expressly provided
herein),  the holder of this Revolving Note, at the holder's option, may declare
immediately  due  and  payable  the  entire unpaid principal balance of, and all
accrued  and  unpaid  interest  on  this Revolving Note, and exercise any or all
other  Rights  provided  herein,  or at law or in equity, without notice, formal
demand  or  presentment,  all  of  which  are  hereby  waived  by  Borrower.

6.  Right  of Setoff. Upon the occurrence of an Event of Default (subject to any
applicable  cure period and notices), Borrower grants to the Holder the right to
set  off  against  this  Revolving  Note  any and all of Holder's liabilities to
Borrower,  if any, and all money or property in the holder's possession held for
or  owed  to  Borrower.

7.  Waiver.  Except  as  otherwise  expressly  provided  in this Revolving Note,
Borrower  and  all sureties, endorsers and guarantors of this Revolving Note (i)
waive demand, presentment for payment, notice of intention to accelerate, notice
of  acceleration,  protest,  notice  of protest and all other notices, filing of
suit  and  diligence  in  collecting this Revolving Note or enforcing any of the
security hereof, (ii) agree to any substitution, exchange or release of any such
security  or  the  release  of any party primarily or secondarily liable hereof,
(iii)  agree  that  it  will not be necessary for any holder hereof, in order to
enforce  payment  of this Revolving Note by such holder, to first institute suit
or  exhaust its remedies against others liable herefor, or to enforce its rights
against any security herefor, and (iv) consent to any and all extensions for any
period,  renewals  or postponements of time of payment of this Revolving Note or
any  other  indulgences  with  respect  hereto, without notice thereof to any of
them.

8.  Attorneys' Fees. If this Revolving Note is collected by legal proceedings or
through  a probate or bankruptcy court, or is placed in the hands of an attorney
for  collection  upon acceleration, Borrower agrees to pay reasonable attorneys'
fees  and  all  other  collection costs incurred by the holder of this Revolving
Note.




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9. Governing Law and Venue. This Revolving Note shall be construed in accordance
with  and  governed  by the laws of the State of Oklahoma and applicable federal
law  and  shall  be  performable  in  Oklahoma  County,  Oklahoma.

10.  Headings.  The headings of the sections of this Revolving Note are inserted
for  convenience  only  and  shall  not  be  deemed to constitute a part hereof.

     IN  WITNESS  WHEREOF,  Borrower  has executed this Revolving Note as of the
date  and  year  first  above  written.


MAKER: WESTSIDE ENERGY CORPORATION



By: /s/ Douglas G, Manner
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Douglas G. Manner
Chief Executive Officer































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