ex10_2.htm


    Exhibit
      10.2

     

     

    
      AMENDMENT
        NO. 1 TO THE

      COMMON
        STOCK PURCHASE AGREEMENT

      


      


      This
        AMENDMENT NO. 1 TO THE
        COMMON
        STOCK PURCHASE AGREEMENT (the “Amendment”)
        is made
        effective this December 1, 2008, amends that certain Common Stock Purchase
        Agreement (the “Purchase Agreement”),
        dated October 9, 2008, by and among Denly ACI Partners, Ltd., a
        Texas limited partnership (“Denly ACI”), and
        Dennis C. von Waaden, and
        Sally
        A. von Waaden, as Co-Trustees ofThe von Waaden 2004
        Revocable
        Trust (the “Trustees”),
        and America West Resources,
        Inc.,
        a Nevada corporation (the “Company”).  Denly
        ACI and the Trustees are hereinafter collectively referred to as the “Investors”).

      


      WHEREAS,
        the Company and
        Investors have agreed to make certain changes to the Purchase
        Agreement;

      


      NOW,
        THEREFORE, in
        consideration of the above, and for other good and valuable consideration,
        the
        receipt and sufficiency of which is hereby acknowledged, the parties hereto
        agree as follows:

      


      1.           
        Section 3.01 of the Purchase Agreement is hereby amended to include in the
        definition of “Loan Agreement” the original Loan Agreement dated October 9, 2008
        together with, and in addition to, any and all amendments or restatements
        of the
        same from time to time entered into by the parties.

      


      2.           
        Section 7.02(c) of the Purchase Agreement is amended to read in its entirety
        as
        follows:

      


      “(c)        each
        of the conditions set forth at Section 7.01 above has not been fully satisfied
        or waived on or before December 31, 2008.”

      


      3.           
        Defined terms not defined herein shall have the meaning set forth in the
        Loan
        Agreement.

      


      4.           
        The Borrower agrees to pay all costs and expenses and reimburse the Lenders
        for
        any and all expenditures related to this Amendment.

      


      5.           
        The Company acknowledges and confirms that Investors have performed all of
        their
        obligations under the Purchase Agreement and all of the other Transaction
        Documents through and as of the execution of this Amendment, and releases,
        acquits and discharges Investors of and from any and all claims and causes
        of
        action of every kind and character arising out of or in connection with any
        of
        the Transaction Documents or any of the transactions described in the same
        to
        the extent the same have arisen or accrued prior to the execution of this
        Amendment.

       

      
 

      
        
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      6.           
        Except as amended by this Amendment, the Purchase Agreement remains in full
        force and effect in accordance with its terms, and, by executing this Amendment,
        Investors will not be deemed to waive or release (or be obligated to waive
        or
        release in the future) any of the rights of Investors under any of the
        Transaction Documents.

      


      7.            To
        facilitate execution, this Amendment may be executed in any number of
        counterparts as may be convenient or necessary, and it shall not be necessary
        that the signatures of all parties hereto be contained on any one counterpart
        hereof. Additionally, the parties hereto hereby agree that, for purposes
        of
        facilitating the execution of this Amendment, (a) the signature pages taken
        from
        separate individually executed counterparts of this Amendment may be combined
        to
        form multiple fully executed counterparts and (b) a facsimile transmission
        shall
        be deemed to be an original signature. All executed counterparts of this
        Amendment shall be deemed to be originals, but all such counterparts taken
        together or collectively, as the case may be, shall constitute one and the
        same
        agreement.

      


      REMAINDER
        OF PAGE INTENTIONALLY BLANK

    

     

     

     

     

    
      


      
        
          
            
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      IN
        WITNESS WHEREOF, each of
        the parties hereto has executed this Amendment or has caused this Amendment
        to
        be executed on its behalf by a representative duly authorized, all as of
        the
        date first above set forth.

       

      
        	 	
                America
                  West Resources,
                  Inc.,

              
	 	
                a
                  Nevada corporation

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  DAN R. BAKER

              
	 	 	
                Dan
                  R. Baker

              
	 	 	
                Chief
                  Executive Officer

              
	 	 	 
	 	 	 
	 	
                Denly
                  ACI Partners, Ltd.,

              
	 	
                a
                  Texas limited partnership

              
	 	 	 
	 	
                By:

              	
                /s/
                  DENNIS C. VON WAADEN

              
	 	 	
                Dennis
                  C. von Waaden, Manager

              
	 	 	 
	 	
                By:

              	
                /s/
                  SALLY A. VON WAADEN

              
	 	 	
                Sally
                  A. Von Waaden, Manager

              
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	 	
                Dennis
                  C. von Waaden, Co-Trustee of The von Waaden 2004 Revocable Trust,
                  created
                  under agreement dated May 13, 2004

              
	 	 	 
	 	 	 
	 	 	 
	 	 
	 	 	
                Sally
                  A. von Waaden, Co-Trustee of The von Waaden 2004 Revocable Trust,
                  created
                  under agreement dated May 13,
                  2004

              


      

    

     

    
       

       

       

       

      
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