AMENDMENT OF EXCLUSIVITY AGREEMENT

AMENDMENT OF EXCLUSIVITY AGREEMENT

This Amendment of Exclusivity Agreement (this “Agreement”), is entered into, as of May 4, 2007, by and between Black Sands Petroleum, Inc., a Nevada corporation with offices at Xxxxx 0000, 000 0xx Xxxxxx XX, Xxxxxxx, Xxxxxxx Xxxxxx X0X 0X0 (“Blacksands”), and Access Energy Inc., a corporation with offices at Xxxxx 0000, 000 Xxx Xxxxxx, Xxxxxxx, Xxxxxxx X0X 0X0 (“Access”).

Whereas, Blacksands and Access Energy Inc. entered into an Exclusivity Agreement, dated November 10, 2006 (the “Exclusivity Agreement”) where Access granted Blacksands certain rights that will expire on March 10, 2007;

Whereas, Blacksands and Access extended the exclusivity period until May 8, 2007 by an Amendment to the Exclusivity Agreement, dated March 9, 2007;

Whereas, Blacksands and Access desire now to extend the Exclusivity Period through August 7, 2007;

Now, therefore, in consideration of the mutual covenants, premises and agreements set forth herein and in the Exclusivity Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

SECTION 1. Amendment to the Exclusivity Agreement. The term “Exclusivity Period” as defined in the Exclusivity Agreement is hereby amended to mean any time from the execution of the Exclusivity Agreement on November 10, 2006 through and including August 7, 2007. Except for such extension of the exclusivity period, all other provisions of the Exclusivity Agreement remain in full force and effect.

SECTION 2. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

SECTION 3. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to such State’s principles of conflicts of laws.

SECTION 4. Headings. The headings of the Sections are inserted for convenience of reference only and shall not affect any interpretation of this Agreement.

SECTION 5. Counterpart Signatures. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

[SIGNATURE PAGE TO FOLLOW]

	BLACKSANDS PETROLEUM, INC
	By:	/s/ Xxxxxx X. Xxxxxxxxx
		Name: Xxxxxx X. Xxxxxxxxx
		Title: President Date: May 4, 2007

	ACCESS ENERGY INC.
	By:	/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title: President Date: April 30, 2007