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 a