ASSIGNMENT
      OF REVENUES

     

    THIS
      ASSIGNMENT OF REVENUES is made as of May 1, 2008 by MUDDY
      MINERAL EXPLORATION, LLC,
      a
      Wyoming limited liability company, with a mailing address of P.O. Box 459,
      Casper, Wyoming 82601
      (“Assignor”),
      in
      favor of AMERIWEST
      ENERGY CORP.,
      a
      Nevada corporation, with a mailing address of 123 West 1st
      Street,
      Suite 215, Casper Wyoming 82601 (together with its successors and assigns,
      “Assignee”).

     

    WITNESSETH:

     

    Assignor,
      for good and valuable consideration, including without limitation, in accordance
      with that certain Letter of Intent between Assignor and Assignee dated July
      18,
      2007, as amended, the receipt of which is hereby acknowledged, does hereby
      absolutely and unconditionally grant, bargain, sell, transfer, assign, convey,
      set over and deliver unto Assignee all right, title and interest of Assignor
      in,
      to and under all rents, issues, profits, proceeds, products, revenues and other
      income from or attributable to the oil, gas and mineral leases described in
      Exhibit A attached hereto and incorporated herein, and all guaranties,
      amendments, extensions and renewals of said leases and any of them, all of
      which
      are hereinafter called the “Leases” which may now or hereafter be or become due
      or owing under the Leases, and any of them.

     

    Assignor
      represents, warrants, covenants and agrees with Assignee as
      follows:

     

    (a) This
      Assignment entitles Assignee 99.5% of the Working Interest in the Leases and
      the
      right to receive not less than 77.6% Net Revenue Interest of all Hydrocarbons
      produced, saved and marketed from each of the Leases. 

     

    (b) The
      Leases are and shall be valid and enforceable in accordance with their terms
      and
      have not been altered, modified, amended, terminated, canceled, renewed or
      surrendered nor have any of the terms and conditions thereof been waived in
      any
      manner whatsoever except as disclosed in writing to Assignee. 

     

    (c) There
      are
      no defaults now existing under any of the Leases, and there exists no state
      of
      facts which, with the giving of notice or lapse of time or both, would
      constitute a default under any of the Leases. Assignor shall give prompt notice
      to Assignee of any notice received by Assignor claiming that a default has
      occurred under any of the Leases on the part of Assignor, together with a
      complete copy of any such notice.

     

    The
      parties further agree as follows:

     

    This
      Assignment is an absolute, present assignment from Assignor to Assignee,
      effective immediately. Assignee has the immediate right to receive and collect
      all rents, issues, profits, proceeds, products, revenues and other income from
      or attributable to the Leases. Assignee further agrees to assume all costs
      and
      expenses associated with producing all rents, issues, profits, proceeds,
      products, revenues and other income from or attributable to the
      Leases.

     

    Assignor
      hereby irrevocably appoints Assignee its true and lawful attorney with power
      of
      substitution and with full power for Assignee in its own name and capacity
      or in
      the name and capacity of Assignor, to demand, collect, receive and give complete
      acquittances for any and all rents, issues, profits, proceeds, products,
      revenues and other income accruing from the Leases, either in its own name
      or in
      the name of Assignor or otherwise, which Assignee may deem necessary or
      desirable in order to collect and enforce the payment of the rents, issues,
      profits, proceeds, products, revenues and other income. Such appointment is
      coupled with an interest and is irrevocable. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Assignee
      is hereby vested with full power to use all measures, legal and equitable,
      deemed by it to be necessary or proper to enforce this Assignment and to collect
      the rents, issues, profits, proceeds, products, revenues and other income
      assigned hereunder, including the right of Assignee or its designee to enter
      upon the property underlying the Leases, or any part thereof, and take
      possession of all or any part of said property. Assignee shall be under no
      obligation to exercise or prosecute any of the rights or claims assigned to
      it
      hereunder or to perform or carry out any of the obligations of the lessor under
      any of the Leases and does not assume any of the liabilities in connection
      with
      or arising or growing out of the covenants and agreements of Assignor in the
      Leases. 

     

    If
      any
      term of this Assignment, or the application thereof to any person or
      circumstances, shall, to any extent, be invalid or unenforceable, the remainder
      of this Assignment, or the application of such term to persons or circumstances
      other than those as to which it is invalid or unenforceable, shall not be
      affected thereby, and each term of this Assignment shall be valid and
      enforceable to the fullest extent permitted by law.

     

    The
      terms
“Assignor” and “Assignee” shall be construed to include the legal
      representatives, successors and assigns thereof. This Assignment may not be
      amended, modified or changed nor shall any waiver of any provision hereof be
      effective, except only by an instrument in writing and signed by the party
      against whom enforcement of any waiver, amendment, change, modification or
      discharge is sought. This Assignment shall be governed by and construed in
      accordance with the laws of the State of Wyoming.

     

    IN
      WITNESS WHEREOF, Assignor and Assignee have caused this instrument to be
      executed and delivered as of the date first above written.

     

    
      	
              ASSIGNOR:

            
	 
	
              MUDDY
                MINERAL EXPLORATION, LLC

            
	
              a
                Wyoming limited liability company

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 
	 	 
	 	 
	
              ASSIGNEE:

            
	 
	
              AMERIWEST
                ENERGY CORP.

            
	
              a
                Nevada corporation

            
	 	 
	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    Lease
      Schedule