**EXECUTION
        COPY**


**SETTLEMENT
        AGREEMENT AND MUTUAL GENERAL RELEASE**
 
 
 This
        Settlement Agreement and Mutual General Release (“Agreement”) is entered into as
        of this 23rd day of January, 2008 (hereinafter "Settlement Date") by and
        among
        the following settling parties ("Settling Parties"):
 
 1.
              Plaintiff
                  AMERIWEST ENERGY CORP. fka SOUTH SEA ENERGY CORP. fka HENLEY VENTURES,
                  INC. and any and all parents, subsidiaries, affiliates, officers,
                  directors, owners, shareholders, divisions, employees, predecessor
                  corporations, successor corporations, related corporations employees,
                  agents, administrators, attorneys, insurance carriers, reinsurance
                  carriers, partners, joint venturers, dba’s, associates, trustees,
                  beneficiaries, executors, heirs, and each of them, jointly and
                  severally
                  (hereinafter collectively referred to as
                  "Ameriwest");
 
 2.
              Defendant
                  PENSON FINANCIAL SERVICES CANADA. and any and all parents, subsidiaries,
                  affiliates, officers, directors, owners, shareholders, divisions,
                  employees, predecessor corporations, successor corporations, related
                  corporations employees, agents, administrators, attorneys, insurance
                  carriers, reinsurance carriers, partners, joint venturers, dba’s,
                  associates, trustees, beneficiaries, executors, heirs, and each
                  of them,
                  jointly and severally (hereinafter collectively referred to as
                  "Penson”);
 
 3.
              Defendant
                  PRIVATE EQUITY SECURITIES, INC. and any and all parents, subsidiaries,
                  affiliates, officers, directors, owners, shareholders, divisions,
                  employees, predecessor corporations, successor corporations, related
                  corporations employees, agents, administrators, attorneys, insurance
                  carriers, reinsurance carriers, partners, joint venturers, dba’s,
                  associates, trustees, beneficiaries, executors, heirs, and each
                  of them,
                  jointly and severally (hereinafter collectively referred to as
                  "PES”);
 
 **1.**  **Background
        & Purpose**
 
 1.1  There
        is
        now pending in the Second Judicial District Court, Washoe County, Nevada
        a
        lawsuit entitled Ameriwest
        Energy Corp. v. Penson Financial Services Canada, et al., Case
        Number CV0702229 (the "Action"). The Action was commenced against Penson,
        PES
        and various other parties that Ameriwest believes inadvertently delivered
        or
        received fictitously created shares of Ameriwest stock. The operative complaint
        of Plaintiff includes causes of action for declaratory relief and preliminary
        and permanent injunction.
 
 1.2  On
        or
        about May 4, 2007, Ameriwest filed a form 8-K making a public disclosure
        and
        announcement of a 3.6 to 1 forward stock split. On or about May 14, 2007,
        Ameriwest’s Transfer Agent, Empire Stock Transfer, filed a transfer agent
        verification form with NASDAQ verifying the 3.6 to 1 forward stock split
        and
        issued post-split shares. On June 18, 2007, June 19, 2007 and June 20, 2007,
        Penson purchased 180,000 post-split shares in open market transactions that
        originated or was first sold by PES. Nevertheless, Penson ultimately received
        a
        total of 648,000 shares as a result of a second 3.6 to 1 stock split announced
        by the Depository Trust Company (“DTC”) and effected by PES. Penson is currently
        holding 468,000 shares of fictitious “double split” stock of Ameriwest with
        CUSIP no. 030757108 in a suspense account (the “Shares”).
 
 1.3  It
        is the
        intent of the Settling Parties to avoid the cost and expense of further
        litigation among them as it relates to the Action. The Settling Parties dispute
        all of the allegations made against them by the other, whether alleged or
        not,
        and deny that they have any liability towards the other. The Settling Parties
        have agreed to settle any and all disputes and claims which do or may exist
        between them, or may exist in the future, arising from, based upon or related
        to
        the facts, circumstances or conditions alleged in the ACTION, on the terms
        and
        conditions set forth below.
 **EXECUTION
                COPY**
 **2.**  **Settlement
        Terms**
 
 In
        consideration of the mutual releases and agreements contained herein, the
        Settling Parties have agreed to settle the Action and any and all disputes
        between them as follows:
 
 2.1  PES
        represents and warrants that it’s client(s) has the legal right to receive the
        Shares.
 
 2.2  Penson
        agrees and covenants to effect a “free delivery” of the Shares to PES through
        PES’s clearing house, Legent Clearing, LLC.
 
 2.3  Penson hereby
        releases any
        claim of right,
        title or interest in
        or to the
        Shares .
 
 2.4  PES
        agrees and covenants it will return and deliver the Shares to those of its
        clients who have a legal claim to ownership of the Shares.
 
 2.5  PES
        shall
        indemnify, defend and hold Plaintiff Ameriwest and Penson and each of their
        officers, directors, agents, attorneys and accountants (“Indemnified Parties”),
        harmless from and against any expense, loss, damage or liability incurred
        or
        connected with, or any claim, suit, demand, loss, judgment, liability, cost
        or
        expense (including reasonable attorneys' fees) arising from or related to,
        the
        Shares or any act or omission made by Indemnified Parties in furtherance
        of
        delivery and transfer of the Shares to PES, provided that the same were not
        the
        result of fraud, gross negligence, or intentional misconduct on the part
        of the
        Indemnified Parties against whom a claim is asserted.
  2.6  Plaintiff
        Ameriwest shall file a dismissal *with
        prejudice* of
        its
        Complaint in the ACTION as to PES only ,
        and
        each and every cause of action asserted therein against PES only ,
        within
        five (5) days after delivery of the Shares as set
        forth in Section 2.2 above.
 
 **3.**  **Mutual
        Release**
 
 3.1  The
        Settling Parties represent that they have the legal authority to enter into
        this
        Agreement and to give the following releases with respect to the Action.
        The
        Settling Parties specifically warrant that they have the authority to release
        all claims and execute this Agreement and enter into the settlement which
        is the
        subject of this Agreement.
 
 3.2  In
        consideration for the agreements set forth herein, and with respect specifically
        to the Shares, Ameriwest, PES and Penson, and each of their respective assigns,
        heirs and beneficiaries, hereinafter forever release and discharge each other
        party and their respective assigns, heirs and beneficiaries, and each of
        them,
        from and against any and all claims, demands, controversies, causes of action,
        obligations, liabilities, costs, expenses, attorneys' fees, expert fees and
        damages of whatever character, nature and kind in law or in equity, past,
        present or future, known or unknown, suspected or unsuspected, from the
        beginning of time to the present, arising from, relating to or in connection
        with the Action or the allegations, facts and circumstances set forth therein.
 
 3.3  The
        releases provided in the section shall be effective as a bar to all claims,
        demands, controversies, causes of action, liabilities, costs, expenses,
        attorneys' fees, and damages of whatever character, nature or kind, known
        or
        unknown, suspected or unsuspected, as well as those specified to be so barred
        and set forth in this Section 3 entitled "Mutual Release." It is the specific
        intention of all Settling Parties that the releases shall apply to these
        Settling Parties as well as to all firms, corporations, entities, employees,
        partners, agents, divisions, shareholders, directors and affiliates of the
        Settling Parties. The parties to this Agreement specifically intend to avoid
        the
        result/decision reached by the Nevada Supreme Court in Russ
        v. General Motors Corporation ,
        111
        Nev. 1431 (1995).
 **EXECUTION
                COPY**
 3.4  Settling
        Parties specifically understand and acknowledge that the releases referenced
        above have been separately bargained for and expressly consented to and that
        this Agreement will be given full force and effect in accordance with each
        and
        all of the terms and provisions, including those terms and provisions relating
        to known and unknown claims.
 
 3.5  **Covenant
        Not to Sue.** Each
        party agrees to refrain from initiating, prosecuting or maintaining (or causing
        or assisting in the initiation, prosecution or maintenance of) any action,
        suit,
        claim or administrative proceeding against the other party to this Agreement
        based on any claim released pursuant to Section 3.2 above, and each further
        agrees not to file any complaints, petitions, motions or other proceedings
        with
        respect thereto. Ameriwest, Penson and PES represent and warrant that neither
        has filed any such complaints, petitions, motions, or other
        proceedings.
 
 **4.**  **Confidentiality**
 
 4.1  Neither
        party to this Agreement shall disclose either the fact of this Agreement’s
        existence or the terms of this Agreement to any third parties including,
        without
        limitation, the media, or make any public statement in regard thereto except
        as
        follows:
 
 a.
              To
                  the extent required to comply with applicable law, including securities
                  laws, and due legal process, but only provided that at least three
                  (3)
                  business days prior to any contemplated disclosure, the disclosing
                  party
                  notify the other party to the effect that such disclosure is being
                  required under applicable law or by due legal
                  process;
 
 b.  After
        notice to, and with the prior written consent of, the other party;
  c.
              To
                  legal counsel and accountants, so long as such individuals agree
                  to
                  maintain the confidentiality of the
                  Agreement.
 
 4.2  Except
        as
        required in connection with further judicial proceedings necessary to effectuate
        this Agreement, or in connection with confidentially securing the confidential
        advice of financial advisors (who shall be made aware of, and instructed
        and
        agree to comply with, the terms of this confidentiality provision as stated
        above), the Settling Parties shall not, and shall instruct their counsel
        not to,
        disclose to any other person or entity any of the terms or conditions of
        this
        Agreement, nor any terms thereof, nor estimate or characterize the amount
        of the
        settlement embodied in this Agreement, or any part or portion thereof.
  4.3  In
        the
        event that the Settling Parties, or their attorneys of record, receive inquiries
        made about the claims made in the Action or about the status of the civil
        action
        or the settlement, their response shall be limited to the following: “This claim
        has been resolved and dismissed by mutual agreement of the
        parties.”
 
 **5.**  **Miscellaneous
        Provisions**
 
 5.1  **Entire
        Agreement.** This
        Agreement constitutes the full and entire agreement between the parties hereto
        and each such party acknowledges that there is no other agreement, oral and/or
        written, between the parties hereto. This Agreement may be amended only by
        a
        written instrument signed by all parties hereto. This is an integrated agreement
        and this writing is intended as a complete and exclusive statement of the
        terms
        of the parties' agreement with respect to the subject matter
        hereof.
 **EXECUTION
                COPY**
 5.2  **Construction.** The
        parties to this Agreement, and each of them, acknowledge that (1) this Agreement
        and its reduction in final written form are a result of good faith negotiations
        between the parties through their respective attorneys, (2) the parties and
        their attorneys have reviewed and examined this Agreement before execution
        by
        said parties or any of them, and (3) any statutory rule of construction,
        including that ambiguities are to be construed against the drafting party,
        will
        not be employed in the interpretation of this Agreement.
 
 5.3  **Attorneys
        Fees.** Each
        party to this Agreement will bear its own attorneys' fees, expert fees and
        costs
        in connection with the prosecution, settlement and/or defense of this Action,
        provided however, that in the event that a party is required to enforce the
        terms of this Agreement against a party who is alleged to have breached this
        Agreement, the prevailing party shall be entitled to recover its attorney's
        fees
        and costs incurred in enforcing this Agreement.
 
 5.4  **Severability.** The
        paragraph headings are for reference only and do not affect the interpretation
        of any paragraph hereof. If any provision of this Agreement is held to be
        illegal or invalid by a court of competent jurisdiction, such provision will
        be
        deemed to be severed and deleted and neither such provision nor severance
        and
        deletion will affect the validity of the remaining provisions.
 
 5.5  **Counterparts.** This
        Agreement may be executed in counterparts and when executed by all parties
        will
        be binding upon all signatories hereto, notwithstanding that the original
        signatures do not appear on the same copy of the document. A facsimile copy
        may
        be deemed an original. In addition to the foregoing, all parties to this
        Agreement agree to cooperate with each other in executing all appropriate
        documents which must be executed in order to fulfill the intent of the parties
        pursuant to the terms of this Agreement.
 
 5.6  **Representation
        of Authority.** Each
        of
        the parties hereto represents and warrants that he, she and/or it has not
        heretofore assigned or transferred or purported to assign or transfer to
        anyone
        any claim, demand, action or cause of action based upon, arising out of,
        or in
        any way related to any of the matters or things released herein other than
        as
        provided herein. Each individual signing this Agreement acknowledges that
        he or
        she has the full authority to enter into this Agreement and bind such individual
        party or entity to the terms of this Agreement.
 
 5.7  **Waiver.** No
        breach of any provision hereof can be waived unless in writing. Waiver of
        any
        one breach shall not be deemed to be a waiver of any other breach of the
        same or
        any other provision hereof.
 
 5.8  **Investigation** .
        The
        Parties hereto acknowledge and represent that each has conducted such
        investigation of the facts and the law pertaining to the matters released
        hereby
        as they deem necessary, and that in entering into this Agreement, they have
        not
        relied on any statement, promise or representation of any other Party or
        any
        representative of such other Party.
 
 5.9  **Amendment.**  The
        provisions of this Agreement may be modified at any time by agreement of
        the
        Parties. Any such agreement hereafter made shall be ineffective to modify
        this
        Agreement in any respect unless in writing and signed by the Party against
        whom
        enforcement of the modification or discharge is sought.
 
 5.10  **Succession** .
        This
        Agreement shall be binding upon and for the benefit of the Parties and their
        respective predecessors, successors, owners, members, heirs, devisees,
        executors, affiliates, representatives, assigns, officers, directors,
        shareholders, partners, attorneys, agents and employees wherever the context
        requires or admits.
 **EXECUTION
                COPY**
 5.11  **Representation
        by Counsel.** This
        Agreement has been carefully read by all Parties and the contents hereof
        are
        known and understood by all Parties. The Parties have each received independent
        legal advice from attorneys of their choice with respect to the preparation,
        review and advisability of executing this Agreement. Prior to the execution
        of
        this Agreement by each Party, the Party’s attorney has reviewed the Agreement
        and each Party acknowledges that they have executed this Agreement after
        independent investigation and without fraud, duress or undue
        influence.
 
 5.12  **Governing
        Law** .
        The
        rights and obligations of the Parties
        and the interpretation and performance of this Agreement shall be governed
        by
        the law of the State of Nevada excluding its conflict of laws
        rules.
 
 5.13  **Cooperation.** The
        Parties each agree on behalf of themselves, their respective predecessors,
        successors, owners, members, heirs, devisees, executors, affiliates, related
        entities, representatives, assigns, officers, directors, shareholders, partners,
        attorneys, agents and employees, to execute all documents necessary to fulfill
        the terms of this Agreement.
 
 5.14  **Notice.** Any
        notice required to be provided as stated in this Agreement shall be via U.S.
        mail, certified, return receipt requested, and sent to:
 
 AMERIWEST
 c/o
        Mark
        C. Lee, Esq.
 Weintraub
        Genshlea Chediak, A Law Corporation
 400
        Capitol Mall, 11 th Floor
 Sacramento,
        CA 95814
 Fax
        No.
        (916) 446-1611
 
 PENSON
 c/o
        Brian
        Hurst, Esq.
 Baker
        & McKenzie LLP
 2300
        Trammell Crow Center
 Dallas,
        Texas 75201
 Fax
        No.
        (214) 978-3099
 
 PES
 Attn:
        Ron
        Howell
 19100
        Von
        Karman Ave. Ste. 255
 Irvine,
        CA 92612
 Fax
        No.
        (949) 752-5022
 
 5.15  Each
        of
        the parties to this Agreement represent and declare that they have read this
        Agreement carefully and know the contents thereof and that they signed the
        Agreement freely and voluntarily.




**EXECUTION
            COPY**
  AMERIWEST
                        ENERGY CORPORATIONDated:
                        April 15, 2008
                    By:Print
                        Name:Title:


STATE
                  OF
              ))
                  ss.COUNTY
                  OF ________
              )




On
      ______________________before me, __________________________ a Notary Public,
      personally appeared ______________________________, personally known to me
      (or
      proved to me on the basis of satisfactory evidence) to be the person(s) whose
      name(s) (is/are) subscribed to the within instrument, and acknowledged to me
      that (he/she/they) executed the same in (his/her/their) authorized
      capacit(-y/-ies), and that by (his/her/their) signature(s) on the instrument
      the
      person(s), or the entity upon behalf of which the person(s) acted, executed
      the
      instrument.





WITNESS
      my hand and official seal.





Notary
                  Public


PENSON
                  FINANCIAL SERVICES CANADADated:
                  April 15, 2008
              By:Print
                  Name:Title:


STATE
                    OF
                ))
                    ss.COUNTY
                    OF ________
                )







On
      ______________________before me, __________________________ a Notary Public,
      personally appeared ______________________________, personally known to me
      (or
      proved to me on the basis of satisfactory evidence) to be the person(s) whose
      name(s) (is/are) subscribed to the within instrument, and acknowledged to me
      that (he/she/they) executed the same in (his/her/their) authorized
      capacit(-y/-ies), and that by (his/her/their) signature(s) on the instrument
      the
      person(s), or the entity upon behalf of which the person(s) acted, executed
      the
      instrument.




**EXECUTION
              COPY**


WITNESS
      my hand and official seal.


Notary
                    Public
 PRIVATE
                      EQUITYSECURITIES, INC.Dated:
                    April 15, 2008
                By:Print
                    Name:Title:
 STATE
                      OF
                  ))
                      ss.COUNTY
                      OF ________
                  )







On
      ______________________before me, __________________________ a Notary Public,
      personally appeared ______________________________, personally known to me
      (or
      proved to me on the basis of satisfactory evidence) to be the person(s) whose
      name(s) (is/are) subscribed to the within instrument, and acknowledged to me
      that (he/she/they) executed the same in (his/her/their) authorized
      capacit(-y/-ies), and that by (his/her/their) signature(s) on the instrument
      the
      person(s), or the entity upon behalf of which the person(s) acted, executed
      the
      instrument.





WITNESS
      my hand and official seal.


Notary
                    Public





**APPROVED
      AS TO FORM AND CONTENT:**


Dated:
                April 15,
                2008
              WEINTRAUB
                  GENSHLEA CHEDIAKlaw
                corporationBy:JAMES
                KACHMAR
                Counsel
                  for PLAINTIFF


**EXECUTION
                COPY**




Dated:
              April 15,
              2008
            BAKER
                & MCKENZIE, LLPBy:BRIAN
                HURST
              Counsel
                for PENSON FINANCIAL SERVICES
                CANADA