Exclusive Option to Purchase Agreement between Ameriwest Energy Corp. and Alpha Development Corporation & JK Minerals, Inc.

1.1

“Assets” are defined as all of Seller's right, title and interest in and to hydrocarbon substances, the tangibles and the miscellaneous interests insofar as and to the extent they pertain to the Cole Creek Unit and Adjacent Leases (Exhibit A), located in Natrona and Converse Counties, Wyoming, including:

(a)

any and all wells, well bores, and casing;

(b)

any and all teases, leaseholds, contracts and agreements; any and all hydrocarbon substances produced after the Closing;

(d)

any and all records, hooks, documents, licenses, reports and data; and

(e)

any and all tangible depreciable property and assets, including pumping units, pumps, buildings, lines, tanks, treaters, and all other equipment used in the production of hydrocarbon substances at the Cole Creek Unit.

1.4

“Second Option Period” is defined as that period of time commencing at 5:00 p.m. MST on Monday, June 16, 2008 and ending at 5:00 p.m. MST on Monday, August 18, 2008. The second installment payment of the Option Fee shall be paid by Ameriwest to Seller by wire, cash or cash equivalent, or cashier's check on or before 5:00 p.m. MST on Monday, June 16, 2008.

1.5

“Option Extension Period” is defined as that period of time commencing at 5:00 p.m. MST on Monday, August 18, 2008, ending at 5:00 p.m. MST on Wednesday, September 17, 2008. Ameriwest may elect to postpone closing until 5:00 p.m. MST on Wednesday, September 17, 2008, provided Ameriwest makes a third payment in the amount of $200,000.00 to Seller on or before 5:00 p.m. MST on Monday, August 18, 2008 by wire, cash or cash equivalent, or cashier's check. Once this payment has been made and the Option Period has been extended to 5:00 p.m. MST, Wednesday, September 17, there shall be no further extensions or option time and no change in any of the provisions of this Agreement, except as the parties may otherwise agree in writing. In the event that Ameriwest establishes good cause for the need of an extension of the closing date or in the event of an occurrence no fault of Ameriwest, the parties will negotiate in good faith to reach agreement that provides Ameriwest with additional time within which to close the transaction. Ameriwest and Seller agree that no damages of any kind shall be asserted if the option granted herein is not exercised, except that all of the Option Fees and other amounts paid hereunder shall be forfeited by Ameriwest and retained by Seller.

If Ameriwest elects to exercise its option to purchase the Assets, Ameriwest shall provide written notice of its intent to Seller prior to the expiration of the Option Period or any Option Extension.

Seller agrees, during the Option Period and until Closing: (a) to maintain and preserve the Assets in at least as good condition as exists as of the Execution Date; (b) to fully comply with all requirements and demands of regulatory agencies pertaining to the Assets; (c) to promptly inform Ameriwest of any regulatory action, notices or demands affecting the Assets; (d) to keep the Unit properly bonded; (e) to keep all leases affecting any of the Assets in good standing; and (f) not to transfer any interest in any well, well bore, casing, lease, leasehold, mineral interest, royalty, contract, or other agreement related to the Assets without the written approval of Ameriwest.

Seller and Ameriwest have discussed the current re-development program proposed by Slawson Exploration, operator of the formations below the Shannon. Ameriwest is fully aware of the new wells proposed by Slawson which are planned to be drilled in the summer of 2008. Notwithstanding anything to the contrary herein, until Closing, Seller reserves the absolute right to negotiate, enter binding agreements and otherwise deal with these proposed wells and any other matters related to any Slawson operations, and at Closing, Ameriwest will take the Assets subject to agreements negotiated by Seller, if any. Ameriwest hereby agrees to ratify any farmout agreement negotiated by Seller. During the terms of the Option Period or any Option Extension, Seller will disclose new agreements with Slawson to Ameriwest in a timely manner and will generally inform Ameriwest in a timely manner of material developments pertaining to Slawson operations or proposals.

Any notices to be given hereunder shall be sent to the following:

This Agreement and its terms shall not be modified or terminated except by a written agreement duly executed by the parties.

This Agreement shall he governed by and construed under the laws of the State of Wyoming.

The parties acknowledge that Jon C. Nicolaysen holds an ownership interest related to the Assets and hereby state that full disclosure of said interest has been made to the parties.