STOCK PURCHASE AGREEMENT

Exhibit 10.1

STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of this 18 ^th day of December, 2007 (the “ Effective Date ”), by and between DAN F. WHETSTONE (“DFW”) , an individual, PAMELA R. LOWRY , an individual, PAULA A. POOLE , an individual, WILLIAM J. JUNKERMIER , an individual, and ROGER W. JUNKERMIER , an individual (collectively referred to herein as the “ Selling Shareholders ”), and ENERGY WEST, INCORPORATED , a corporation formed under the laws of the State of Montana, USA, or its nominee (“ Purchaser ”).

      WHEREAS , Selling Shareholders collectively own 83.16% of the issued and outstanding capital stock of Cut Bank Gas Company, a corporation organized under the laws of the State of Montana (the “ Company ”), which ownership is divided as follows:

Shareholder :		Number of Shares Owned :

	DAN F. WHETSTONE			Stock Certificate No.					Shares Owned
					40					10
					164					30
					201					25
					212					100
					220					5
					227					50
					241					13
					256					150
					262					50
					298					25
					301					4391
					303					75
					307					20
					311					75
					314					150
					315					20
					318					50
					322					21
					332					50
					334					11
					341					1
					342					100
					343					10
					344					100
					345					5
					350					10
					353					390
					360					2
	TOTAL ( DAN WHETSTONE SHARES)									5,939

	‘JUNKERMIER INTEREST”			Stock Certificate No.					Shares Owned
	PAMELA R. LOWRY				356					393
	PAULA A. POOLE				357					393
	WILLIAM J. JUNKERMIER				358					393
	ROGER J. JUNKERMIER				359					393
	TOTAL (JUNKERMIER INTEREST)									1,572

OWNERSHIP PERCENTAGES

	Cut Bank Gas Company Outstanding Shares									9,031
	Dan F. Whetstone				5,939					65.76	%
	“Junkermier Interest”				1,572					17.40	%
	TOTAL				7,511					83.16	%

     The shares listed above shall be collectively referred to herein as the “ Purchased Shares ”.

      WHEREAS , Purchaser desires to purchase from the Selling Shareholders and the Selling Shareholders desires to sell to Purchaser, the Purchased Shares in exchange for shares of capital stock of Purchaser, all in accordance with the terms and subject to the conditions set forth herein.

      WHEREAS , the parties hereto acknowledge that as part of this transaction, Purchaser is also acquiring the goodwill of the Company.

      NOW, THEREFORE , in consideration of the premises and the mutual promises, representations, warranties and covenants hereinafter set forth, the parties hereto agree as follows:

1. PURCHASE AND SALE

      Purchase and Sale of the Assets by Purchaser — On the Closing Date, and subject to the terms and conditions of this Agreement, and upon the basis of the agreements, representations and warranties herein contained, Selling Shareholders shall sell, convey, transfer, assign, set over and deliver to Purchaser free and clear of all liens, encumbrances, liabilities, and rights of third parties whatsoever, and Purchaser shall purchase from Selling Shareholders the Purchased Shares.

2. CONSIDERATION AND SHARE EXCHANGE

          2.1 For each Purchased Share owned, each Selling Shareholders shall be entitled to receive that certain number of validly issued, fully paid and non-assessable shares of Energy West, Incorporated common stock (the “EWI Shares”) calculated as follows: Each share of Cut Bank Gas Company stock shall be valued at $66.44 per share.

          2.1.1 DAN F. WHETSTONE shall receive EWI Shares valued at $394,587.16 ($66.44 x 5,939 shares);

          2.1.2 PAMELA R. LOWRY shall receive EWI Shares valued at $26,110.92 ($66.44 x 393 shares);

          2.1.3 PAULA A. POOLE shall receive EWI Shares valued at $26,110.92 ($66.44 x 393 shares);

          2.1.4 WILLIAM J. JUNKERMIER shall receive EWI Shares valued at $26,110.92 ($66.44 x 393 shares);

          2.1.5 ROGER W. JUNKERMIER shall receive EWI Shares valued at $26,110.92 ($66.44 x 393 shares);

     2.2 Calculation of Number of Shares of EWI Shares: The number of EWI Shares that each Seller shall receive shall be calculated by the set price of one EWI Share as reported by NASDAQ at 1:00 p.m. Mountain Standard Time the day prior to closing. ¹

     For illustrative purposes only, if one EWI Share is valued at $13.75 at 1:00 p.m. the day prior to closing on the NASDAQ stock exchange,

          1. DAN F. WHETSTONE shall receive 28,697.248 EWI Shares; ($394,587.16/ $13.75);

          2. PAMELA R. LOWRY shall receive 1,898.976 EWI Shares ($26,110.92 / $13.75);

          3. PAULA A. POOLE shall receive 1,898.976 EWI Shares ($26,110.92 / $13.75);

          4. WILLIAM J. JUNKERMIER shall receive 1,898.976 EWI Shares ($26,110.92 / $13.75);

          5. ROGER W. JUNKERMIER shall receive 1,898.976 EWI Shares ($26,110.92 / $13.75).

     2.3 On the Closing Date:

	(i)		Selling Shareholders shall surrender and deliver all certificates representing the Purchased Shares or, if applicable, replacement certificates together with lost certificate affidavits and indemnifications (in form and substance reasonably acceptable to Purchaser), duly endorsed for transfer or accompanied with executed blank stock powers (in form and substance reasonably acceptable to Purchaser), together with a new certificate representing such shares issued in the name of Purchaser; together with cash in the event Purchaser does not issue fractional shares of stock.
	(ii)		Within five (5) Business Days after the Closing Date and upon delivery of the certificates for the Purchased Shares in accordance with subsection (i) above, each Selling Shareholder shall receive a certificate evidencing the EWI Shares issued to said Selling Shareholders pursuant to the terms of this Section 2 .

3. PRE-CLOSING RESTRICTIONS AND UNDERTAKINGS

     3.1 Conduct of the Business of the Company Prior to Closing

          Except with the prior written consent of the Purchaser, during the period commencing on the date of this Agreement and terminating at the Closing, the Company shall:

	(a)		preserve intact its legal existence and carry on its business in the ordinary course of business in accordance with past practices;
	(b)		use commercially reasonable efforts to maintain in full force and effect all Government Permits held by the Company;
	(c)		not sell any assets, except in the Company’s ordinary course of business, nor make any distributions of the assets of the Company in the form of return of capital or dividends;
	(d)		not make or permit any change in the Company’s Organizational Documents, or in the Company’s authorized, issued or outstanding securities;
	(e)		not issue any additional shares of capital stock, membership interests or other securities or ownership interests of the Company, grant any stock option or right to purchase any security or ownership interest of the Company, issue any security or ownership interest convertible into such securities or ownership interests, purchase, redeem, retire or otherwise acquire any of such securities or ownership interests, or declare, set aside or pay any dividend or cash distribution in respect of the securities or ownership interests of the Company;

	(f)		not make any changes in the Company’s accounting methods or practices;
	(g)		not (i) pay, or incur any obligation for any payment of, any contribution or other amount to, or with respect to, any Company benefit plans, except in the ordinary course of business consistent with past practices (ii) pay any bonus to, make any loan, pay or transfer any assets to, or grant any increase in the compensation of, any director or officer, of the Company, or (iii) make any increase in the pension, retirement or other benefits of the Company’s directors, officers, or employees except in the ordinary course of business consistent with past practices;
	(h)		not have the Company pay, lend or advance any amount to or in respect of, or sell, transfer or lease any assets to, or enter into any agreement, arrangement or transaction with, Selling Shareholders, except for (i) payments, agreements, transactions and arrangements in the ordinary course of business consistent with past practices;
	(i)		not permit the Company to (i) incur or assume any indebtedness for borrowed money except in the ordinary course of business consistent with past practices or issue any debt securities, or (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any third party;
	(j)		not permit the Company to (i) make any loans, advances or capital contributions to, or investments; (ii) pledge or otherwise encumber             shares of the Company’s capital stock, or (iii) mortgage or pledge any of the assets, or create or suffer to exist any lien thereupon except in the ordinary course of business consistent with past practices;
	(k)		not permit the Company to enter into any merger, consolidation or purchase of any of the entity, or (ii) enter into a joint venture, partnership or any other equity alliance with any other entity;
	(l)		not (i) permit the Company to terminate the employment of any of its employees except in the ordinary course of business consistent with past practices, or (ii) permit the Company to hire any additional employees who were not employees of the Company as of the date of this Agreement except in the ordinary course of business consistent with past practices, and

     3.2 Montana Public Service Commission (“MTPSC”) Regulatory Filing.

          3.2.1 Purchaser and the Company through DFW shall have joint responsibility for the preparation and filing of the regulatory filing(s) to be made to the MTPSC requesting the Regulatory Approval (the “ Regulatory Filing ”). Upon the request of the other party, Company and Purchaser shall use commercially reasonable efforts to cooperate with such other party to prepare and file the Regulatory Filing. Each party will bear it own legal and professional services costs incurred in connection with the preparation and filing of the Regulatory Filing.

          3.2.2 Nothing in this Agreement will require Purchaser to accept any condition to, limitation on, or other terms concerning the grant of the Regulatory Approval requested and/or require Purchaser to waive any condition required by Purchaser in its MTPSC regulatory filings.

     3.3 Due Diligence Investigation

          3.3.1 During the period beginning on the Effective Date and ending at 5:00 P.M. Mountain Time on the sixtieth (60 ^th ) day thereafter (the “ Due Diligence Period ”), Purchaser and its representatives shall have the right to investigate the feasibility of the transaction contemplated by this Agreement, which investigation may include but is not limited to the review and inspection of the Company’s corporate books, financial statements, records, contracts, documents, offices and facilities (the “ Due Diligence Investigation ”).

          3.3.2 During the Due Diligence Period and continuing through the Closing Date, DFW shall cause the Company to (a) give Purchaser and its authorized representatives reasonable access, during normal business hours and upon reasonable notice, to all books, records, files, documents and contracts of the Company, and (b) allow Purchaser (together with its authorized representatives) to make a reasonable number of visits to each office, facility and other property owned or leased by the Company subject however to the terms and conditions of the Confidentiality Agreement executed by Purchaser on December 5, 2006. DFW shall also make the Company’s employees, officers, agents, accountants and other representatives reasonably available to Purchaser to answer questions regarding the Company’s business.

     3.4 Delivery of Financial Statements and Regulatory Filings

          During the period commencing on the date of this Agreement and terminating at the Closing, DFW shall cause the Company to deliver to Purchaser, within thirty (30) days of being available or filed, copies of (a) all regularly prepared unaudited monthly, quarterly and annual consolidated financial statements of the Company prepared after the date of this Agreement, and (b) all filings or submissions by the Company with any Governmental Authority made after the date of this Agreement.

     3.5 Public Announcements

          No party or any of their affiliates shall make any public announcement of the execution and delivery of this Agreement or the transactions contemplated by this Agreement without first obtaining the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned; provided , however , that nothing contained in this Section 3.5 shall prohibit any party hereto or any of its affiliates from (i) making any disclosures or having any discussions with the MTPSC regarding this Agreement or the transaction contemplated by this Agreement in accordance with Section 3.2.2 , or (ii) making any public announcement if such party or its affiliate determines in good faith, on the advice of legal counsel, that such public disclosure is required by applicable Law; provided further , that in such event, such party or its affiliate shall consult with the other party prior to making such disclosure to the extent reasonabl