FIRST AMENDMENT TO CREDIT AGREEMENT

THIS  FIRST  AMENDMENT TO CREDIT AGREEMENT (hereinafter called this "Amendment")
is entered into effective as of September 20, 2007, by and among WESTSIDE ENERGY
PRODUCTION  COMPANY, LP and WESTSIDE ENERGY OPERATING COMPANY, LP (collectively,
"Borrowers"),  WESTSIDE  ENERGY CORPORATION ("Parent"), the Lenders party to the
Credit  Agreement referenced below ("Lenders"), and SPINDRIFT PARTNERS, L.P., as
Administrative  Agent  for  the  Lenders  (in  such  capacity, together with its
successors  in  such  capacity,  "Administrative  Agent").

W I T N E S S E T H:

WHEREAS,  Borrowers,  Parent, Administrative Agent and Lenders have entered into
that  certain  Credit  Agreement  dated  as  of  March  23,  2007  (the  "Credit
Agreement"),  whereby, among other things, Lenders have agreed to make available
to  Borrowers a credit facility upon the terms and conditions set forth therein;

WHEREAS, Borrowers have requested that the Credit Agreement be amended to, among
other  things,  permit  Borrowers  to  incur  certain  additional  unsecured
indebtedness;  and

WHEREAS,  subject  to  the  conditions  precedent  set forth herein, the parties
hereto  have  agreed  to  so  amend  the  Credit  Agreement.

NOW,  THEREFORE, for and in consideration of the mutual covenants and agreements
herein  contained,  the  parties  to  this  Amendment  hereby  agree as follows:

SECTION  1. Terms Defined in Credit Agreement. As used in this Amendment, except
as  may  otherwise be provided herein, all capitalized terms that are defined in
the  Credit Agreement shall have the same meaning herein as therein, all of such
terms  and  their  definitions  being  incorporated  herein  by  reference.

SECTION 2.     Amendments to Credit Agreement.

(a)  A  new  definition for "Knight Note" is hereby added to Section 1.01 of the
Credit  Agreement in appropriate alphabetical order, such new definition to read
as  follows:  "Knight  Note" means that certain revolving note made by Parent in
favor  of Knight Energy Group II, LLC, dated September 20, 2007, in an aggregate
maximum  principal  amount  of  $8,000,000  outstanding  at  any  time.

(b)  Section 7.05 of the Credit Agreement is hereby amended by deleting the word
"and" at the end of Subsection (e), changing Subsection (f) to (g) and inserting
a  new  Subsection (f) immediately after Subsection (e), such new Subsection (f)
to  read  as  follows:  (f)  Indebtedness  incurred pursuant to the Knight Note,
provided  that  all  proceeds  of  the  Knight  Note  shall  be used for (1) the
acquisition  of  oil  and  gas  properties  from  Gulftex  Operating,  Inc., (2)
development  of  existing  oil  and  gas properties of the Loan Parties, and (3)
payment  of  interest  under  this  Agreement  and payment of interest under the
Knight  Note;  and

(c)  Section 7.09 of the Credit Agreement is hereby amended, in its entirety, to
read  as  follows: No Loan Party shall purchase, redeem or otherwise acquire for
value  any membership interests, partnership interests, capital accounts, shares
of  its  capital  stock  or  any  warrants,  rights  or  options to acquire such
membership  interests,  partnership  interests  or  shares,  now  or  hereafter
outstanding  from  its members, partners or stockholders and will not declare or
pay  any  distribution,  dividend,  return  capital  to its members, partners or
stockholders, or make any distribution of assets to its stockholders, members or
partners  or  make  any  voluntary  prepayment  of  any Indebtedness (other than
Indebtedness  incurred  under any Loan Document or under the Knight Note), other
than  distributions,  dividends  or  return of capital to Parent to enable it to
perform  its  obligations  to  pay interest and principal under the Knight Note,
provided  that  (i)  the  amounts  of such distributions, dividends or return of
capital  may  not exceed the amounts necessary to make such payments and (ii) no
Default or Event of Default exists at the time of such distribution, dividend or
return  of capital. Further, notwithstanding Section 6.09, during such time as a
Default or Event of Default exists, no Loan Party shall make any payments to any
creditor  of  such  Loan  Party, other than (i) payments on the Obligations, and
(ii)  payments  to  trade  creditors  or  employees  in  its  ordinary course of
business.

(d) Subsection (e) of Section 8.01 of the Credit Agreement is hereby amended, in
its  entirety,  to  read  as  follows:

(e)  Cross-Default.  Any  Loan  Party  (i)  fails  to  make any payment when due
(whether  by  scheduled  maturity, required prepayment, acceleration, demand, or
otherwise)  in  respect  of  any  Indebtedness  (including,  without limitation,
Indebtedness  incurred  pursuant  to  the  Knight Note) or Contingent Obligation
having  an  aggregate principal amount (including undrawn committed or available
amounts  and  including  amounts  owing  to  all creditors under any combined or
syndicated  credit arrangement) of more than $200,000 and such failure continues
after  the  applicable grace or notice period, if any, specified in the relevant
document  on  the  date  of  such  failure; or (ii) fails to perform, observe or
comply  with  any other condition or covenant, or any other event shall occur or
condition  exist,  under  any  agreement  or  instrument  relating  to  any such
Indebtedness  (including,  without limitation, Indebtedness incurred pursuant to
the  Knight Note) or Contingent Obligation, if the effect of such failure, event
or condition is to cause or to permit the holder or holders of such Indebtedness
or  beneficiary  or beneficiaries of such Indebtedness (or a trustee or agent on
behalf  of such holder or holders or beneficiary or beneficiaries) to cause such
Indebtedness  to  be declared to be due and payable prior to its stated maturity
or  such  Contingent  Obligation to become payable or cash collateral in respect
thereof  to  be  demanded;  or  (iii)  any  Indebtedness  (including,  without
limitation,  Indebtedness  incurred  pursuant  to the Knight Note) or Contingent
Obligations  of  the  Loan  Parties  on an aggregate basis in excess of $200,000
shall  be  declared  due  and  payable  prior  to  its  stated  maturity or cash
collateral  is  demanded  in  respect  of  such  Contingent  Obligations;  or

(e)  Any  and  all  terms and provisions of the Loan Documents are hereby deemed
amended  and modified wherever necessary, even though not specifically addressed
herein,  so  as  to  conform  to  the  amendments  set  forth  herein.


SECTION  3. Conditions of Effectiveness. The obligations of Administrative Agent
and  Lenders to amend the Credit Agreement as provided herein are subject to the
fulfillment  of  the  following  conditions  precedent:

(a) The Majority Lenders, Borrowers and Parent shall have executed and delivered
to  Administrative  Agent  sufficient  counterparts  of  this  Amendment;

(b)  Borrowers  shall  have paid all accrued and unpaid fees, costs and expenses
owed pursuant to this Amendment and the Credit Agreement, to the extent then due
and  payable;

(c)  Administrative  Agent  shall  have  received an executed copy of the Knight
Note,  which  shall be acceptable in form and substance to Administrative Agent;
and

(d)  no  Default  or  Event  of  Default  shall have occurred and be continuing.


SECTION  4.  Representations  and  Warranties.  Each  Loan  Party represents and
warrants  to  Administrative  Agent  and  Lenders, with full knowledge that such
Persons are relying on the following representations and warranties in executing
this  Amendment,  as  follows:

(a)  It  has  the  power  and  authority  to  execute,  deliver and perform this
Amendment,  and  all  action  on the part of it requisite for the due execution,
delivery  and performance of this Amendment has been duly and effectively taken.

(b)  The Credit Agreement, as amended by this Amendment, and the Loan Documents,
constitute the legal, valid and binding obligations of it, to the extent it is a
party thereto, enforceable against it in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar  laws  affecting  the  enforcement  of creditor's rights generally or be
equitable  principles  relating  to  enforceability.

(c)  The  execution,  delivery  and  performance  by  each  Loan  Party  of this
Amendment,  have been duly authorized by all necessary corporate, partnership or
limited  liability  company  action, as applicable, and do not and will not: (a)
contravene  the  terms  of  any  of  that  Person's  Organization Documents; (b)
conflict  with  or  result in any breach or contravention of, or the creation of
any Lien under, any document evidencing any Contractual Obligation to which such
Person  is  a party or any order, injunction, writ or decree of any Governmental
Authority  to  which  such Person or its property is subject; or (c) violate any
Requirement  of  Law  where failure to comply would result in a Material Adverse
Effect.

(d)  No  approval,  consent,  exemption,  authorization,  or other action by, or
notice  to,  or filing with, any Governmental Authority is necessary or required
in  connection  with  the  execution, delivery or performance by, or enforcement
against, any Loan Party of Borrower of this Amendment or any other Loan Document
to  which  any  such  Person  is  a  party.

(e)  No  Default  or  Event  of  Default  has  occurred  and  is  continuing.

(f)  All of the representations and warranties contained in the Credit Agreement
are  true  and  correct  on and as of the date hereof (except to the extent such
representations  and  warranties expressly refer to an earlier or other date, in
which  case  they  shall  be true and correct as of such earlier or other date).

SECTION  5.  Reference  to  and  Effect on the Agreement. Upon the effectiveness
hereof,  on and after the date hereof, each reference in the Credit Agreement to
"this  Agreement,"  "hereunder,"  "hereof,"  "herein,"  or words of like import,
shall  mean  and  be  a  reference  to  the Credit Agreement, as amended hereby.

SECTION  6.  Expenses.  Borrowers agree to pay all fees and expenses incurred in
connection  with  the  preparation, reproduction, execution and delivery of this
Amendment  and the other instruments and documents to be delivered in connection
with  the  transactions  associated  herewith, including the reasonable fees and
expenses  of  Administrative  Agent's  counsel.

SECTION  7. Extent of Amendments. Except as otherwise expressly provided herein,
the  Credit  Agreement and the other Loan Documents are not amended, modified or
affected  by this Amendment. Borrowers and Parent hereby ratify and confirm that
(a)  except as expressly amended or waived hereby, all of the terms, conditions,
covenants,  representations,  warranties  and all other provisions of the Credit
Agreement  remain in full force and effect, (b) each of the other Loan Documents
are  and  remain  in  full  force and effect in accordance with their respective
terms,  and  (c)  the  Collateral  is  unimpaired  by  this  Amendment.

SECTION  8.  Affirmation  of  Security  Interests.  Borrowers  and Parent hereby
confirm  and agree that, except as otherwise expressly set forth herein, any and
all  Liens  and  Collateral  now  or  hereafter  held by Administrative Agent as
security  for payment and performance of the Obligations hereby are ratified and
affirmed. The Loan Documents, as such may be amended in accordance herewith, are
and  remain  legal,  valid  and  binding  obligations  of  the  parties thereto,
enforceable  in  accordance  with  their  respective  terms.

SECTION  9.  Execution  and  Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each  of  which when so executed and delivered shall be deemed to be an original
and  all  of  which  taken  together  shall  constitute  but  one  and  the same
instrument.  Delivery  of an executed counterpart of this Amendment by facsimile
and other Loan Documents shall be equally as effective as delivery of a manually
executed  counterpart  of  this  Amendment  and  such  other  Loan  Documents.

SECTION  10.  Governing  Law. This Amendment shall be governed by, construed and
interpreted in accordance with, the laws of the State of New York, except to the
extent  that  federal  laws  of  the  United  States  of  America  apply.

SECTION 11. Headings. Section headings in this Amendment are included herein for
convenience and reference only and shall not constitute a part of this Amendment
for  any  other  purpose.

SECTION  12. NO ORAL AGREEMENTS. THIS WRITTEN AMENDMENT, TOGETHER WITH THE OTHER
WRITTEN  LOAN  DOCUMENTS  EXECUTED  IN CONNECTION HEREWITH, REPRESENTS THE FINAL
AGREEMENT  BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF  THE PARTIES. THERE ARE NO
UNWRITTEN  ORAL  AGREEMENTS  BETWEEN  THE  PARTIES.

     [Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective duly authorized officers as of the date first written above.

BORROWERS:

WESTSIDE ENERGY PRODUCTION COMPANY, LP,
a Texas limited partnership

By:     Westside Energy GP, L.L.C.
     a Texas limited liability company,
     its general partner


     By:
          Name:
          Title:

WESTSIDE ENERGY OPERATING COMPANY, LP,
a Texas limited partnership

By:     Westside Energy GP, L.L.C.
     a Texas limited liability company,
     its general partner


     By:
          Name:
          Title:

PARENT:

WESTSIDE ENERGY CORPORATION
a Nevada corporation


By:
     Name:
     Title:



ADMINISTRATIVE AGENT:

SPINDRIFT PARTNERS, L.P.,
a Delaware limited partnership

By:     Wellington Management Company, LLP,
as Investment Advisor


By:
          Name:  Steven M. Hoffman
          Title:  Vice President and Counsel


LENDERS:

SPINDRIFT PARTNERS, L.P.,
a Delaware limited partnership

By:     Wellington Management Company, LLP,
as Investment Advisor


By:
          Name:  Steven M. Hoffman
          Title:  Vice President and Counsel


SPINDRIFT INVESTORS (BERMUDA) L.P.,
a Bermuda limited partnership

By:     Wellington Management Company, LLP,
as Investment Advisor


By:
          Name:  Steven M. Hoffman
          Title:  Vice President and Counsel


PLACER CREEK PARTNERS, L.P.,
a Delaware limited partnership

By:     Wellington Management Company, LLP,
as Investment Advisor


By:
          Name:  Steven M. Hoffman
          Title:  Vice President and Counsel

PLACER CREEK INVESTORS (BERUMDA)  L.P.,
a Bermuda limited partnership

By:     Wellington Management Company, LLP,
as Investment Advisor


By:
          Name:  Steven M. Hoffman
          Title:  Vice President and Counsel