**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
                BROCKINGTON 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
                "Brockington”).





**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,
      Brockington 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 19, 2007 and June 20, 2007, Penson purchased
      197,000 post-split shares in open market transactions that originated or was
      first sold by Brockington. Nevertheless, Penson ultimately received a total
      of
      702,000 shares as a result of a second 3.6 to 1 stock split announced by the
      Depository Trust Company (“DTC”) and processed by Brockington. Penson is
      currently holding 512,200 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  Brockington
      represents and warrants that it has the legal right to receive the
      Shares.





2.2  Penson
      agrees and covenants to effect a “free delivery” of the Shares to Brockington
      through Brockington’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  Brockington
      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  Brockington
      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 Brockington, 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 Brockington only ,
      and
      each and every cause of action asserted therein against Brockington 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, Brockington 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 Brockington 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





BROCKINGTON


Attn:
      Vincent Montenegro


2805
      Veterans Highway, Suite 1


Ronkonkoma,
      New York 11779


Fax
      No.
      (631) 234-0408




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
 BROCKINGTON
                    SECURITIES, 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