**MANAGEMEMT
      AND GOVERNANCE CONSULTANT AGREEMENT**




**T** **HIS
      AGREEMENT** dated
      effective December 1, 2007, although executed on December 21, 2007 is made:





**BETWEEN:**





**Ameriwest
      Energy Corp.**


225
      Marine Drive, Suite 210


Blaine,
      WA 98230 USA





(referred
      to as the “Company")





**AND:**





**Sound
      Energy Advisors LLC**


225
      Marine Drive, Suite 210


Blaine,
      WA 98230 USA





(referred
      to as “Consultant")




**1.**  **Consultation
      Services**





The
      Company hereby engages the Consultant to perform the following services in
      accordance with the terms and conditions set forth in this Agreement: The
      Consultant will consult with the officers and employees of the Company
      concerning matters relating to corporate management and governance, including
      day-to-day operations, accounting, regulatory compliance, marketing and investor
      relation services.





**2.**  **Terms
      of Agreement.**





The
      term
      of this Agreement will commence December 1, 2007 and will continue until
      November 30, 2009. Either party may terminate this Agreement by giving the
      other
      party thirty (30) days written notice delivered by registered mail or confirmed
      email.





**3.**  **Place
      Where Services Will Be Rendered**





The
      Consultant will perform most services in accordance with this Agreement at
      225
      Marine Drive, Blaine, WA 98230. In addition, the Consultant will perform
      services on the telephone and at such other places as designated by the Company
      to perform these services in accordance with this Agreement.





**4.**  **Payment
      to Consultant**





The
      Consultant will be paid in advance on the 1st day of each month at the rate
      of
      Two Thousand Five Hundred Dollars in US funds (US$ 2,500.00) per month for
      work
      performed in accordance with this Agreement; Provided that the Consultant issues
      an invoice to the Company on or before the first day of each month of the term.
      The Company will reimburse the Consultant for all disbursements, including
      travel, accommodation, printing, postage, long distance telephone charges and
      other related costs, reasonably incurred by the Consultant for the purpose
      of
      the provision of the Consultant’s services to the Company within 10 days of
      having received written receipts in respect of this disbursements, providing
      that any such disbursement exceeding $500.00 must have been approved by the
      Company in advance of its having been incurred; and providing further that
      the
      disbursements must be submitted once a month and will only be reimbursed once
      a
      month. The Consultant has the right to ask the Company for an advance payment,
      if appropriate, to pay for certain disbursements that have been pre-approved
      by
      the Company.









5.  **Independent
      Contractor**





Both
      the
      Company and the Consultant agree that the Consultant will at all times act
      as an
      independent contractor in the performance of its duties under this Contract.
      Accordingly, the Consultant shall be solely responsible for payment of all
      taxes
      including Federal, State and local taxes arising out of the Consultant's
      activities in accordance with this Agreement, including by way of illustration
      but not limitation, Federal and State income tax, business tax, and any other
      taxes or business license fees as may be required to be paid.





6.  **Confidential
      Information and Non-Competition**





The
      Consultant agrees that any information received by the Consultant or Gregory
      Leigh Lyons during the performance of the Consultant's obligations pursuant
      to
      this Agreement or otherwise, regarding the business, financial, technological
      or
      other any other affairs of the Company or its personnel will be maintained
      by
      the Consultant and Gregory Leigh Lyons as strictly confidential and will not
      be
      revealed by the Consultant or Gregory Leigh Lyons to any other persons, firms,
      organizations or other entities whatsoever. This covenant shall survive the
      termination of this Agreement.





The
      Consultant agrees that during the term of this Agreement and thereafter, it
      and
      Gregory Leigh Lyons will not compete or attempt to compete with the business
      or
      technology of the Company or in any other respects whatsoever.





**7.**  **Employment
      of Others**





The
      Company may from time to time request that the Consultant arrange for the
      services of others. All costs to the Consultant for those services will be
      paid
      by the Company.





**8.**  **Signatures**





Both
      the
      Company and the Consultant agree to the above Contract.





**9.**  **Entire
      Agreement**





This
      agreement contains the entire agreement between the parties hereto with respect
      to the Consultant’s engagement by the Company and supersedes any prior oral or
      written agreements or understandings with respect hereto.





**10.**   **Notices**





All
      notices, requests, demands, and other communications hereunder shall be in
      writing and shall be delivered personally, sent be recognized overnight courier
      or sent by registered or certified mail, return receipt requested, to the other
      parties hereto at his or its address as set forth above, and shall be deemed
      given when delivered, or if sent by registered or certified mail, five (5)
      days
      after mailing. Any party may change the address to which notices, requests,
      demands, and other communications hereunder shall be sent by sending written
      notice of such change of address to the other parties in the manner above
      provided.









**11.**  **Successors
      and Assigns**





Subject
      to the terms of Paragraph 7, this Agreement shall inure to the benefit of,
      and
      be binding upon, the successors and assigns of the party hereto.





**12.**  **Amendment**





No
      amendment of any provision of the Agreement, or consent to any departure
      therefrom, shall be effective unless the same be in writing signed by the
      parties.





**13.**  **Waiver**





The
      waiver by the Company of any breach of any term or condition of the Agreement
      shall not be deemed to constitute the waiver of any other breach of the same
      or
      any other term or condition hereof.





**14.**  **Severability**





Each
      of
      the terms and provisions of this Agreement is to be deemed severable in whole
      or
      in part and, if any terms or provision or the application thereof in any
      circumstances should be invalid, illegal or unenforceable, the remaining terms
      and provisions or the application of such term or provision to circumstances
      other than those as to which it is held invalid, illegal or unenforceable shall
      not be affected thereby and shall remain in full force and effect.





**15.**  **Governing
      Law**





This
      agreement and the enforcement thereof shall be governed and controlled in all
      aspect by the laws of the State of Nevada.





**14.**  **Counterparts**





This
      Agreement may be executed in several counterparts and all so executed shall
      constitute one agreement binding on all the parties hereto, notwithstanding
      that
      all the parties are not signatories to the original or the same
      counterpart.




**AMERIWEST
                ENERGY CORP.**Gregory
                Leigh Lyons, Director**SOUND
                ENERGY ADVISORS LLC**Gregory
                Leigh Lyons, President