Filed by Automated Filing Services Inc. (604) 609-0244 - Ameriwest Energy Corp. - Exhibit 10.1






GEOCHEM EXPLORATION, LLC 

  PO Box 356 Casper, Wyoming
82602 

 

LETTER OF INTENT 

THIS LETTER OF INTENT, hereinafter referred to as the
“LOI”, is entered into, dated and made effective this 13th day of November,
2007. 

BETWEEN:    AMERIWEST ENERGY CORP., (a
Nevada Corporation) <> 

(“AMERIWEST”)

AND:            
  GEOCHEM EXPLORATION, LLC (a Wyoming limited liability company) having
an address at PO Box 356, Casper, Wyoming 82602 

(“Geochem”) 

WHEREAS Geochem holds a 100% Working Interest in and to
the Skull Valley Properties (the “Interest” or the “Assets”), as more
particularly described in Schedule “A” attached hereto; 

AND WHEREAS AMERIWEST wishes to acquire, and Geochem
wishes to sell to AMERIWEST, a 100% working interest and an 80% Net Royalty
Interest (the ”NRI”) in and to the Assets in exchange for the payment to Geochem
of a total of US$400,000.00, due and payable as set forth below. 

AND WHEREAS the parties wish to enter into this letter
of intent (the “LOI”) that sets forth the material terms of agreement and
payment structure.

NOW, THEREFORE, in consideration of $10.00 and other
good and valuable consideration, the parties hereto agree as follows:

	1. 	
      Upon execution of this LOI, AMERIWEST will pay Geochem
      the sum of US$100,000.00. Said payment will be fully earned and
      non-refundable as of the execution of this LOI, but applicable to the
      purchase price to be paid by AMERIWEST for the Assets.

	 	 
	2. 	
      AMERIWEST will have until December 15, 2007 to conduct
      its due diligence as to the condition of and title to the Assets and the
      prospect in general. The parties hereto agree that they will negotiate in
      good faith towards ensuring that the parties








		
      hereto enter into, on or before December 15th
      , 2007, a definitive agreement (the “Definitive Agreement”)
      containing substantially the same terms and provisions as this LOI. Upon
      execution of the Definitive Agreement, AMERIWEST will pay Geochem the sum
      of US$100,000.00. Said payment will be fully earned and non-refundable as
      of the execution of the Definitive Agreement, but applicable to the
      purchase price to be paid by AMERIWEST for the Assets.

	 	 
	3. 	
      The Definitive Agreement shall provide for the following
      terms:



         
a.           the payment by
AMERIWEST to Geochem for the remaining purchase price, being the amount of
US$200,000.00 (the “Payment”), is to be paid on or before February 1, 2008; 

         
b.           the Closing date
of the Definitive Agreement will occur on or before February 1, 2008, prior to
which AMERIWEST may conduct additional due diligence as to the condition of and
title to the Assets and the prospect in general; 

         
c.           the conveyance at
Closing by Geochem of the Assets, subject to the re-conveyance provisions set
forth below; 

         
d.           an obligation on
the part of AMERIWEST to spud, drill and complete a well in the currently
permitted area on or before June 1, 2008 (the “Drilling Obligation”), subject to
the condition set forth below and the right of AMERIWEST to pay Geochem for one
or more Extension Periods as set forth below; 

         
e.           in the event the
parties are unable to locate a drilling rig to attend the property pursuant to
the timing set out herein, the parties agree that an extension will be granted
for any such reasonable period as may be required, using diligent efforts, to
locate and deliver the rig to the property and that upon delivery of the rig,
the well be promptly drilled, logged and completed in accordance with the
Drilling Obligation. 

         
f.           the right of
AMERIWEST to extend the deadline for completion of the Drilling Obligation by
paying Geochem one or more extension fees each in the amount of US$200,000.00
for each extension period, each of a 3 month length, but in no case shall the
Drilling Obligation deadline extend beyond December 31, 2008; 

         
g.           the execution of
documents at Closing by AMERIWEST sufficient to re-convey the Assets to Geochem
to secure performance of the Drilling Obligation, with said original
re-conveyance documents to be held in escrow by Geochem and to be released to
AMERIWEST upon its satisfying its Drilling Obligation or if the Drilling
Obligation is not satisfied by December 31, 2008, then to be delivered to
Geochem; 

         
h.           all costs
associated with maintenance of the Assets and with the drilling and completion
of the well after Closing shall be borne by AMERIWEST, the estimated cost of the
test well is described in Schedule “B” attached hereto; 

         
i.           all documents
necessary to transfer all right, title and interest in and to the Assets will be
executed at the time of Closing and all right, title and interest in and to the
Assets will be transferred to AMERIWEST upon Closing, subject to the provisions
set forth above; 

         
j.           Geochem will make
reasonable and customary representations and warranties as to title to the
Assets; 




         
k.           Closing shall be
conditioned upon (i) Geochem shall operate its business only in the ordinary
course and will not sell, distribute, license or encumber any of the Assets;
(ii) the receipt of any certificates, legal, tax or other opinions and/or
documents related to the Assets, including a legal opinion of local Wyoming
counsel employed by AMERIWEST that the transfer contemplated by the Definitive
Agreement of the Assets is binding under applicable Wyoming and US federal laws,
as AMERIWEST may reasonably request, including documents relating to any tests
or geological work performed or studies or reports completed, provided these are
not subject to non-disclosure covenants by Geochem in connection with any
third-party agreements; (iii) the receipt of all consents, approvals,
authorizations and orders required of or for the completion of any document
required hereunder; (iv) with respect to the Assets, the existence of no
outstanding mergers, acquisitions, financial commitments, obligations,
liabilities, etc. other than those contemplated in this transaction or incurred
in the ordinary course of business; and (v) the presence, at Closing, of
sufficient funds from AMERIWEST to submit any bond funds required to transfer
title to the Assets to AMERIWEST together with whatever consents of the Other
Royalty Holders may be required to complete the legal opinions referred to
herein; 

4.          
AMERIWEST will, in the Definitive Agreement, represent and warrant to Geochem
that: 

	 	(a) 	
      it is validly incorporated and is in good standing with
      all regulatory agencies;

	 	 	 
	 	(b) 	
      there are no legal actions against AMERIWEST or its
      directors or officers and the company knows of no intended legal actions
      against the company and is not engaged in any legal actions against other
      parties;

	 	 	 
	 	(c) 	
      there are no outstanding mergers, acquisitions, financial
      commitments, obligations, liabilities, etc. other than those contemplated
      in this transaction concerning AMERIWEST; and

	 	 	 
	 	(d) 	
      there are no legal actions against the company or
      directors, officers and/or shareholders of the company nor does AMERIWEST
      know of any intended legal actions against it or any of its directors and
      AMERIWEST is not engaged in any legal actions against other parties, and
      is current in all filings with tax and regulatory
  authorities.



5.          
Geochem will, in the Definitive Agreement, represent and warrant to AMERIWEST
that: 

	 	(a) 	
      it is a Wyoming limited liability company and is in good
      standing with all regulatory agencies;

	 	 	 
	 	(b) 	
      there are no legal actions against the Assets or against
      the company or directors of the company nor does Geochem know of any
      intended legal actions, including








	 		
      government actions for environmental or royalty / tax
      liabilities, against it or any of its directors and Geochem is not engaged
      in any legal actions against other parties, and is current in all filings
      with tax and regulatory authorities;

	 	 	 
	 	(c) 	
      its business and financial condition remain materially
      unchanged from any due diligence or financial statement documentation
      provided to AMERIWEST prior to Closing;

	 	 	 
	 	(d) 	
      it owns 100% beneficial right, title and interest in and
      to the Assets which will be more particularly disclosed in a schedule to
      the Definitive Agreement, subject to any liens, charges, securitizations,
      UCC filings or debts disclosed in to AMERIWEST prior to Closing;

	 	 	 
	 	(e) 	
      there have been no other issuances of shares of its
      capital stock, or instruments exercisable for, convertible into or
      otherwise entitling the holder to acquire shares of its capital stock,
      other than in connection with the Closing or financing of the transactions
      to be contemplated in the Definitive Agreement (and then only on the terms
      contemplated by the Definitive Agreement);

	 	 	 
	 	(f) 	
      there are no outstanding mergers, acquisitions, financial
      commitments, obligations, liabilities, etc. other than those contemplated
      in this transaction.



6.          
The Definitive Agreement shall provide that each and every obligation of
AMERIWEST to be performed hereunder shall be subject to the satisfaction prior
thereto of the following conditions:

	 	a) 	 the representations and warranties made by Geochem in
        this LOI and the Definitive Agreement or given on its behalf hereunder
        shall be substantially accurate in all material respects on and as of
        the closing date with the same effect as though such representations and
        warranties had been made or given on and as of the closing date;

	 	 	 
	 	b)	Geochem shall have performed and complied with all obligations and covenants
      required by the Definitive Agreement to be performed or complied with by
      it prior to or at Closing; and
	 	 	 
	 	c) 	  as of Closing there shall not have occurred any material
        adverse change to Geochem or to the Assets, financially or otherwise,
        which materially impairs the ability of AMERIWEST to conduct its business;



7.          
The Definitive Agreement shall provide that each and every obligation of Geochem
to be performed on Closing shall be subject to the satisfaction prior thereto of
the following conditions:

	 	(a) 	
      the representations and warranties made by AMERIWEST in
      this LOI and the Definitive Agreement or given on its behalf hereunder
      shall be substantially accurate in all material respects on and as of the
      closing date with the same effect as though such representations and
      warranties had been made or given on








	 		
      and as of the closing date;

	 	 	 
	 	(b) 	
      AMERIWEST shall have performed and complied with all
      obligations and covenants required by the Definitive Agreement to be
      performed or complied with by it prior to or at Closing; and

	 	 	 
	 	(c) 	
      as of Closing there shall not have occurred any material
      adverse change to AMERIWEST, financially or otherwise, which materially
      impairs the ability to conduct its business.



8.          
Neither AMERIWEST, on the one hand, nor Geochem on the other, will make any
disclosure or public announcements of the proposed transactions, the Definitive
Agreement or the terms thereof without the prior knowledge of the other, which
shall not be unreasonably withheld.

9.          
Each party agrees and acknowledges that such party and its directors, officers,
employees, agents and representatives will and may disclose business information
and information about the proposed transaction in the course of securing
financings for AMERIWEST and Geochem and that both parties and their
representatives may be required to disclose that information under applicable
regulatory requirements, if any.

10.          The
parties hereby agree that neither will solicit any third party for the
licensing, lease, transfer or sale of any or all their respective Assets, or
solicit opportunities for either party to enter into any discussions with any
third party for the licensing, lease, transfer or sale of any or all of its
respective Assets, for the term of the Definitive Agreement. This section shall
not be read to prohibit the parties from conducting such discussions which are
in the ordinary course of business but is intended to be read as protecting each
of the parties from the other entering into negotiations which would conflict
with the transactions contemplated by this LOI and by the Definitive Agreement.


11.         This
LOI shall be construed in accordance with, and governed by, the laws of the
State of Wyoming, and each party separately and unconditionally subjects to the
jurisdiction of any court of competent authority in the State of Wyoming, and
the rules and regulations thereof, for all purposes related to this agreement
and/or their respective performance hereunder and regardless of whether or not
any business, transaction of business or other connection to the State of
Wyoming is absent. 

12.         This
LOI sets forth the entire understanding of the parties with respect to the
subject matter hereof and may be modified only by a written document signed by
all parties. The Definitive Agreement will also provide that it can be modified
only by a written document signed by all parties. 

13.         The
parties shall, upon Closing, prepare, execute and file any and all documents
necessary to comply with all applicable federal and state securities laws, rules
and regulations in any jurisdiction where they are required to do so.




14.         If any
term or provision hereof shall be held illegal or invalid, this LOI shall be
construed and enforced as if such illegal or invalid term or provision had not
been contained herein.

15.         All
references to currency in this LOI are references to the lawful currency of the
United States of America. 

16.         AMERIWEST,
and its successors, assigns or affiliates may, at any time upon prior consent of
Geochem, which consent shall not be unreasonably withheld, at their sole
discretion, assign any or all of their interest in and to the Definitive
Agreement and the Definitive Agreement shall contain such a term, subject to
said successors and assigns assuming all the obligations set forth under this
LOI or the Definitive Agreement. The purpose of this paragraph is to permit
AMERIWEST to engage in a going public, financing or similar transaction. 

DATED EFFECTIVE THIS 13th DAY OF ______________________,
2007 

_________________________________
AMERIWEST ENERGY CORP.


The above terms are hereby read, understood, acknowledged
and accepted effective the _________day of______________, 2007. 


____________________________
GEOCHEM EXPLORATION, LLC