AGREEMENT
TO OPERATE

      SOUTH GLENROCK BLOCK “C”

      AND
EXTENSION OF PURCHASE AGREEMENT

      


      THIS AGREEMENT TO OPERATE SOUTH
GLENROCK BLOCK “C” AND EXTENSION OF PURCHASE AGREEMENT (“Agreement”), effective
as of  March 30, 2009 (the “Effective Date”) at 8:00 a.m. Mountain
Time (“Effective Time”), is between Ameriwest Energy Corp. (“Ameriwest”) and
Muddy Mineral Exploration, LLC (“Muddy”).

      


      WHEREAS, Muddy and Ameriwest have been
parties to a Letter of Intent dated October 1, 2007 and subsequent amendments
(collectively “Letter of Intent”) under which Muddy agreed to sell its working
interest and net royalty interest in and to the South Glenrock Block “C” field
in Converse County, Wyoming (“South Glenrock ‘C’”);

      


      WHEREAS, the parties seek to enter this
Agreement for the operation of the South Glenrock “C” field and to extend the
closing on the purchase agreement for the interest of Muddy in South Glenrock
“C” for the period and subject to the terms and conditions set forth in this
Agreement.

      


      NOW THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements set forth below, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

       

      1.  OPERATION
OF FIELD BY AMERIWEST.

      Until
Closing or at such time as this Agreement is terminated, as set forth below,
Ameriwest agrees to be responsible for, and diligently perform, standard and
customary duties of a prudent oil operator in the State of Wyoming, and shall be
responsible for the overall operations and management of South Glenrock “C”,
including, without limitation, performing or having performed reasonably
necessary maintenance and repairs, payment of expenses and costs associated with
maintenance and repairs, payment of applicable taxes and fees, marketing and
selling oil from production, obtaining and maintaining proper bonding and
insurance, and otherwise protecting and preserving the South Glenrock “C”
assets.  Ameriwest hereby agrees to indemnify, hold harmless and
defend Muddy from and against any and all claims, liabilities, losses, expenses
(including reasonable attorneys’ fees and costs), fines, penalties, taxes or
damages (collectively “Liabilities”), asserted by any third party against Muddy
in relation to Ameriwest’s operation of South Glenrock “C”.  Ameriwest
shall periodically, and more often upon Muddy’s request, provide Muddy with
information, reports and documentation evidencing compliance with its
operational responsibilities.  If Muddy requests after the execution
of this Agreement and prior to Closing, Ameriwest shall execute Muddy’s
Operating Agreement and perform the obligations arising
thereunder.  In the event that Muddy, in its reasonable discretion,
deems its interests in South Glenrock “C” or any of the related assets are
impaired or are insecure, then Muddy may terminate this Agreement upon written
notice to Ameriwest.


      
        
           


        

        
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      2.  EXTENSION
OF CLOSING DATE TO PURCHASE SOUTH GLENROCK “C”.

      
        	
                 
      

              	
                2.1

              	
                Subject
      to the terms of this Agreement, Muddy hereby grants to Ameriwest and/or
      its permitted assigns an extension of the closing date for the purchase of
      the interests owned by Muddy as of the Effective Date in South Glenrock
      “C”, for payment of the Purchase Price and subject to the terms set forth
      below.

              


      

      


      
        	
                 
      

              	
                2.2

              	
                Closing
      shall occur on or before the 1st
      day of June, 2009, unless otherwise extended by mutual agreement of the
      parties.  If Closing does not occur by June 1, 2009 (or as
      otherwise extended by mutual written agreement) this Agreement shall
      automatically terminate.

              


      

      


      
        	
                 
      

              	
                2.3

              	
                As
      a material inducement for the execution of this Agreement, Muddy and
      Ameriwest agree that the Purchase Price for South Glenrock “C” has been
      changed to $4,000,000.00, as per Muddy’s December 1, 2008
      letter.  Muddy agrees that the sum of $1,750,000.00, which
      non-refundable amount was previously paid to Muddy by Ameriwest, shall be
      credited against the Purchase Price at the time of Closing.  At
      Closing, Ameriwest shall pay the sum of Purchase Price, less properly
      credited amounts.

              


      

      


      
        	
                 
      

              	
                2.4

              	
                If
      Ameriwest elects to purchase South Glenrock “C”, then Ameriwest shall
      provide written notice of its election to Muddy prior to the Closing date
      set forth in paragraph 2.2, above.

              


      

      


      
        	
                 
      

              	
                2.5

              	
                Ameriwest
      will have until June 1, 2009 within which to undertake its due diligence
      on title and environmental related matters.  Prior to June 1,
      2009, Ameriwest may terminate its obligation to purchase South Glenrock
      “C” and this Agreement by written notification to Muddy, if it identifies
      material title or environmental
defects.

              


      

      


      3.  REMEDIES
IN EVENT OF TERMINATION OF AGREEMENT.

      
        	
                 
      

              	
                3.1

              	
                In
      the event a party terminates this Agreement in accordance with a right
      granted hereunder or otherwise by operation of this Agreement, the
      following shall apply:

              


      

      


      
        	
                 
      

              	
                A.

              	
                Muddy
      shall be entitled to retain all sums previously paid by Ameriwest prior to
      Closing and commence as operator of the South Glenrock
  “C”.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Ameriwest
      shall be entitled to retain all revenue from oil produced during the
      period Ameriwest acted as operator, through the date of
      termination.

              


      

      


      
        	
                 
      

              	
                C.

              	
                Immediately,
      and not later than five (5) business days, Ameriwest shall: (a) assign to
      Muddy all of its interest in and to South Glenrock “C”, whether created by
      the Assignment of Revenues dated May 1, 2008, including all oil in the
      tanks and all rents, issues, profits, proceeds, products, revenues and
      other income from or attributable to South Glenrock “C”, or otherwise; (b)
      assign to Muddy all of its right, title and interest in and to that
      $100,000 Certificate of Deposit bearing the bond account number 50000169
      issued to the Director of the Office of State Lands & Investments to
      act as bonding security to cover operations on State of Wyoming Oil and
      Gas Leases that are a part of, or related to, South Glenrock “C” (“Bond”);
      and (c) execute such assignments and other documents as are necessary or
      desirable in order to evidence and/or effectuate the intent of this
      paragraph, including without limitation, the transfer of Ameriwest’s
      operator status of South Glenrock “C” and the
  Bond.

              


      

       

      
        
           


        

        
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      4.  DISCLOSURE
OF INTEREST OF DIRECTORS OF AMERIWEST.

      The
parties acknowledge that the directors of Ameriwest hold ownership interests in
Muddy and South Glenrock “C” and hereby state that full disclosure of said
interests have been made to the parties.

      


      5.  MISCELLANEOUS.

      
        	
                 
      

              	
                5.1

              	
                NO
      ASSIGNMENT OR TRANSFER.  During the term of this Agreement,
      Ameriwest will not commit, assign or transfer, in part or whole, any of
      its interest in the Assignment of Revenues dated May 1, 2008 to any third
      party without the prior written consent of Muddy.  During the
      term of this Agreement, Muddy agrees not to assign or transfer, in part or
      whole, any of its interest in South Glenrock “C” to any third party
      without the prior written consent of
Ameriwest.

              


      

      


      
        	
                 
      

              	
                5.2

              	
                CONFIDENTIALITY.  The
      parties hereby agree and acknowledge that this Agreement and its terms and
      conditions are confidential, except to the extent disclosure is required
      by federal or state laws, rules or regulations or except as may be
      necessary in the event of litigation or to the extent required to comply
      with any subpoena or court order.

              


      

      


      
        	
                 
      

              	
                5.3

              	
                SURVIVAL.  Notwithstanding
      the termination of this Agreement or the closing and delivery of any
      document of conveyance, the indemnification provisions and the
      requirements to convey interests set forth in this Agreement shall survive
      the termination of this Agreement or the
  closing.

              


      

      


      
        	
                 
      

              	
                5.4

              	
                BINDING
      EFFECT.  The parties understand and agree that this Agreement
      and its terms are contractual and not a mere recital. The parties further
      understand and agree that this Agreement shall be considered final and
      binding.

              


      

      


      
        	
                 
      

              	
                5.5

              	
                EXECUTION.  This
      Agreement may be executed in one or more counterparts (including multiple
      signature pages), all of which shall be deemed to be one instrument. True
      and correct copies including facsimiles may be used in lieu of the
      original.

              


      

      


      
        	
                 
      

              	
                5.6

              	
                CONSTRUCTION
      OF AGREEMENT.  All questions with respect to the construction of
      this Agreement and the rights and liabilities of the parties hereto shall
      be governed by the laws of the State of Wyoming. The section headings
      herein are for the convenience of reference only and are not a substantive
      part of the Agreement.

              


      

      


      
        	
                 
      

              	
                5.7

              	
                ENFORCEABILITY.  Should
      suit be brought to enforce or construe this Agreement, the substantially
      prevailing party in such suit shall be awarded reasonable attorneys’ fees
      for the defense or prosecution
thereof.

              


      


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the
Effective Date.


      


      
        	
                Muddy
      Mineral Exploration, LLC:

              	
                Ameriwest
      Energy Corp.:

              
	 
      	 
      
	 
      	 
      
	
                By:
      /s/ Jon C. Nicolaysen

              	
                By:
      /s/ Walter Merschat

              
	 
      	 
      
	
                Title:
      Manager

              	
                Title:
      President

              


      

       

      
        
           


        

        
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