EXCLUSIVITY AGREEMENT

1.  Exclusivity. Access agrees that it shall not, and shall not permit any of its respective subsidiaries or affiliates, and will cause its respective officers, directors, employees, agents and representatives not to, at any time during the one hundred and twenty (120) day period commencing on the date hereof (the “Exclusivity Period”), directly or indirectly, (a) solicit, initiate or encourage submission of further proposals or offers from any person, other than Blacksands, relating to any acquisition or purchase of all or a significant portion of the assets of, or any equity interest in, Access, any of its subsidiaries or affiliates controlled by Access or any business combination involving Access or any of its subsidiaries or affiliates controlled by Access, or the declaration or payment of any dividend or any change in the public debt or capital structure of Access or any of its subsidiaries or affiliates controlled by Access, (b) participate in any negotiations regarding, or furnish to any other person any additional non-public information with respect to, or otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than Blacksands to do or seek any of the foregoing. During the Exclusivity Period, Access shall promptly advise Blacksands if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is made, shall promptly inform Blacksands of all the terms and conditions thereof, and shall furnish to Blacksands copies of any such written proposal or offer and the contents of any communications in response thereto. During the Exclusivity Period, Access shall not, without the consent of Blacksands, enter into, or commit to enter into, any material transaction outside the ordinary course of business or any transactions of the type described in Paragraph 1(a). In addition, Access agrees that it will immediately cease, from the date hereof through the end of the Exclusivity Period, any existing discussions or negotiations with any party other than Blacksands or its affiliates that relate to, or may reasonably be expected to lead to, any transaction outside of the ordinary course of business, consistent with its past practices, or any transaction of the type described in Paragraph 1(a). If Blacksands notifies Access in writing that Blacksands is terminating discussions regarding the potential Transaction, then Access shall have the right to immediately terminate the Exclusivity Period.

2.  Access. Upon reasonable advance notice to Access, Access shall allow Blacksands and its representatives full and complete access to the assets and the books, records and documents of Access and its subsidiaries and affiliates during normal business hours or such other hours as Access and Blacksands shall agree and subject to the reasonable rules of Access, and Access shall make available (subject to the same conditions) the officers, employees, attorneys, independent accountants and other agents of Access and its subsidiaries and affiliates to discuss the business, condition (financial or otherwise) or prospects of Access in furtherance of the Transaction.

3.  Confidentiality. In connection with Blacksands’ evaluation (the "Evaluation") of the business and prospects of Access with respect to a possible Transaction, Blacksands will have access to certain information about the properties, business operations and financial condition of Access. All information about Access furnished by Access or its affiliates, or its directors, officers, employees, attorneys, accountants or controlling persons (collectively, "Representatives"), whether furnished before or after the date hereof, regardless of the manner in which it is furnished, is referred to in this Agreement as "Proprietary Information". Proprietary Information does not include, however, information which (i) is or becomes generally availa