**SECOND
      AMENDMENT TO LETTER OF INTENT**




**THIS
      AMENDMENT** is
      dated
      and made effective this 19 th day of
      March, 2008.




**BETWEEN:**


**AMERIWEST
      ENERGY CORP.** *(formerly
      South Sea Energy Corp.)* **,** a
      Nevada
      Corporation, having an address of 123 West 1 st Street,
      Suite 215, Casper, Wyoming, USA, 82601





**(** hereinafter
      referred to as **“Ameriwest”)**




**AND:**


**MUDDY
      MINERAL EXPLORATION LLC,** a
      Wyoming
      limited liability company having an address at PO Box 459, Casper, Wyoming,
      USA,
      82602





**(** hereinafter
      referred to as **“Muddy”)**








**WHEREAS** Pin
      Petroleum Partners Inc. (“Pin”) and Muddy entered into a Letter of Intent dated
      July 18, 2007 and a First Amendment to the Letter of Intent dated October 1,
      2007 (collectively referred to herein as the “LOI”) wherein Pin was to acquire
      and Muddy was to sell to Pin its 99.5% (presently attempting to acquire
      remaining .5%) working interest and its 78% net royalty interest in and to
      the
      South Glenrock “C” field in Converse County, Wyoming (the “Interest” or the
“Assets”), in exchange for the payment to Muddy of a total of US$5,000,000;





**AND
      WHEREAS** the
      parties now wish to further amend the terms of the LOI to reflect the proper
      purchaser and terms of purchase:




**NOW,
      THEREFORE,** in
      consideration of the premises, promises and covenants contained herein, the
      parties hereto agree as follows:





**1.**  **Substitution
      of Party**





Ameriwest
      shall be substituted in the name, place and stead of Pin in the LOI as if an
      original signatory thereto. Ameriwest ratifies and adopts the LOI and agrees
      to
      be bound to the terms and conditions thereof and as amended herein. It is
      acknowledged that an Assignment Agreement between Pin and Ameriwest respecting
      the formal assignment of this transaction was executed on November 14,
      2007.





2 **.**  **Amendment
      of Agreement**




A.  Amendment
      to Paragraph 1




Paragraph
      1 of the LOI is hereby amended to read as follows:




”1.
            The
                parties hereto agree that they will act together towards ensuring
                that the
                parties hereto enter into, on or before May 1, 2008 a definitive
                agreement
                (the”Definitive Agreement”) containing substantially the same terms and
                provisions of this LOI.”




B.  Amendment
      to Paragraph 2




Paragraph
      2 of the LOI is hereby amended to read as follows:




“2.
            The
                Definitive Agreement shall provide for the payment, by Ameriwest
                to Muddy,
                of a total of US$5,000,000 as
                follows:




(a)
            on
                or before July 15, 2007, US$500,000 (which amount has already been
                paid
                into escrow);








(b)
            on
                or before September 1, 2007, US$500,000 (which amount has already
                been
                paid into escrow);





(c)
            on
                or before October 1, 2007, US$750,000 (which amount has already been
                paid
                into escrow); and





(d)
            on
                or before June 1, 2008,
                US$3,250,000.





(the
                payments in sections 2(a) to (d) to be collectively referred to as
                the
                “Payments”)





**3.**  **Waiver
      of Penalty**





In
      the
      event the following conditions are met, Muddy will waive the penalty pursuant
      to
      Paragraph 4 (b) of the LOI:





(a)
            Ameriwest
                will be required to pay interest on the remaining Payment of $3,250,000
                due on or before June 1, 2008, such interest to compound at a rate
                of
                eight percent (8%) on a semi-annual basis commencing January 4, 2008;
                and





(b)
            Ameriwest
                will be required to pay the state bond respecting the Asset in the
                amount
                of US$200,000 on or before April 1,
                2008.





**4.**  **Entire
      Agreement**





This
      Second Amendment and the LOI constitute the entire understanding and agreement
      between the parties.





**5.**  **Execution
      in Counterparts**





This
      Agreement may be executed in counterpart, each of which such counterpart,
      whether in original for facsimile form and notwithstanding the date or dates
      upon which this Agreement is executed and delivered by any of the parties,
      shall
      be deemed to be an original and all of which will constitute one and the same
      agreement.





**IN
      WITNESS WHEREOF** ,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.








**AMERIWEST
      ENERGY CORP.**










Per:
                  Authorized Signatory


**MUDDY
      MINERAL EXPLORATION LLC**














Per:
                  Authorized Signatory