AGREEMENT TO OPERATE SOUTH GLENROCK BLOCK "C" AND EXTENSION OF PURCHASE AGREEMENT

THIS AGREEMENT TO OPERATE SOUTH GLENROCK BLOCK “C” AND EXTENSION OF PURCHASE AGREEMENT (“Agreement”), effective as of  March 30, 2009 (the “Effective Date”) at 8:00 a.m. Mountain Time (“Effective Time”), is between Ameriwest Energy Corp. (“Ameriwest”) and Muddy Mineral Exploration, LLC (“Muddy”).

WHEREAS, Muddy and Ameriwest have been parties to a Letter of Intent dated October 1, 2007 and subsequent amendments (collectively “Letter of Intent”) under which Muddy agreed to sell its working interest and net royalty interest in and to the South Glenrock Block “C” field in Converse County, Wyoming (“South Glenrock ‘C’”);

WHEREAS, the parties seek to enter this Agreement for the operation of the South Glenrock “C” field and to extend the closing on the purchase agreement for the interest of Muddy in South Glenrock “C” for the period and subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.  OPERATION OF FIELD BY AMERIWEST.

Until Closing or at such time as this Agreement is terminated, as set forth below, Ameriwest agrees to be responsible for, and diligently perform, standard and customary duties of a prudent oil operator in the State of Wyoming, and shall be responsible for the overall operations and management of South Glenrock “C”, including, without limitation, performing or having performed reasonably necessary maintenance and repairs, payment of expenses and costs associated with maintenance and repairs, payment of applicable taxes and fees, marketing and selling oil from production, obtaining and maintaining proper bonding and insurance, and otherwise protecting and preserving the South Glenrock “C” assets.  Ameriwest hereby agrees to indemnify, hold harmless and defend Muddy from and against any and all claims, liabilities, losses, expenses (including reasonable attorneys’ fees and costs), fines, penalties, taxes or damages (collectively “Liabilities”), asserted by any third party against Muddy in relation to Ameriwest’s operation of South Glenrock “C”.  Ameriwest shall periodically, and more often upon Muddy’s request, provide Muddy with information, reports and documentation evidencing compliance with its operational responsibilities.  If Muddy requests after the execution of this Agreement and prior to Closing, Ameriwest shall execute Muddy’s Operating Agreement and perform the obligations arising thereunder.  In the event that Muddy, in its reasonable discretion, deems its interests in South Glenrock “C” or any of the related assets are impaired or are insecure, then Muddy may terminate this Agreement upon written notice to Ameriwest.

2.  EXTENSION OF CLOSING DATE TO PURCHASE SOUTH GLENROCK “C”.