SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

This Settlement Agreement and Mutual General Release (“Agreement”) is entered into as of this 14th day of January, 2008 (hereinafter "Settlement Date") by and among the following settling parties ("Settling Parties"):

1.

Plaintiff AMERIWEST ENERGY CORP. fka SOUTH SEA ENERGY CORP. fka HENLEY VENTURES, INC. and any and all parents, subsidiaries, affiliates, officers, directors, owners, shareholders, divisions, employees, predecessor corporations, successor corporations, related corporations employees, agents, administrators, attorneys, insurance carriers, reinsurance carriers, partners, joint venturers, dba’s, associates, trustees, beneficiaries, executors, heirs, and each of them, jointly and severally (hereinafter collectively referred to as "Ameriwest");

2.

Defendant PI FINANCIAL CORPORATION fka PACIFIC INTERNATIONAL SECURITIES, INC. and any and all parents, subsidiaries, affiliates, officers, directors, owners, shareholders, divisions, employees, predecessor corporations, successor corporations, related corporations employees, agents, administrators, attorneys, insurance carriers, reinsurance carriers, partners, joint venturers, dba’s, associates, trustees, beneficiaries, executors, heirs, and each of them, jointly and severally (hereinafter collectively referred to as "PI Financial”).

1. Background & Purpose

1.1 There is now pending in the Second Judicial District Court, Washoe County, Nevada a lawsuit entitled Ameriwest Energy Corp. v. Penson Financial Services Canada, et al., Case Number CV07 02229 (the "Action"). The Action was commenced against PI Financial and various other parties that Ameriwest believes traded in fictitously created shares of Ameriwest stock. The operative complaint of Plaintiff includes causes of action for declaratory relief and preliminary and permanent injunction.

1.2 On or about May 4, 2007, Ameriwest filed a form 8-K making a public disclosure and announcement of a 3.6 to 1 forward stock split. On or about May 14, 2007, Ameriwest’s Transfer Agent, Empire Stock Transfer, filed a transfer agent verification form with NASDAQ verifying the 3.6 to 1 forward stock split and issued post-split shares. PI Financial purchased 20,000 post-split shares in an open market transaction from Martin Securities LLC on June 18, 2007. Nevertheless, PI Financial ultimately received a total of 72,000 shares as a result of a second 3.6 to 1 stock split announced by the Depository Trust Company (“DTC”). PI Financial is currently holding 52,000 shares of fictitious “double split” stock of Ameriwest in a suspense account.

1.3 It is the intent of the Settling Parties to avoid the cost and expense of further litigation among them as it relates to the Action. The Settling Parties dispute all of the allegations made against them by the other, whether alleged or not, and deny that they have any liability towards the other. The Settling Parties have agreed to settle any and all disputes and claims which do or may exist between them, or may exist in the future, arising from, based upon or related to the facts, circumstances or conditions alleged in the Action, on the terms and conditions set forth below.

2. Settlement Terms

In consideration of the mutual releases and agreements contained herein, the Settling Parties have agreed to settle the Action and any and all disputes between them as follows:

 

2.1 PI Financial agrees and covenants to deliver to the Weintraub Genshlea Chediak law corporation physical share certificates for 52,000 shares of Ameriwest stock with Cusip No. 030757 10 8, registered in the name of Weintraub Genshlea Chediak law corporation, In Trust.

2.2 PI hereby releases any claim of right, title or interest in or to the 52,000 shares of Ameriwest stock with Cusip No. 030757 10 8.

2.3 Plaintiff Ameriwest agrees and covenants to investigate and return the 52,000 shares to the original party that overdelivered such shares that were ultimately received by PI Financial.

2.4 Plaintiff Ameriwest shall file a dismissal with prejudice of its Complaint in the Action as to PI Financial only, and each and every cause of action asserted therein against PI Financial only, within five (5) days after delivery of the 52,000 shares of Ameriwest stock with Cusip No. 030757 10 8 as set forth in Section 2.1 above.

3. Mutual Release

3.1 The Settling Parties represent that they have the legal authority to enter into this Agreement and to give the following releases with respect to the Action. The Settling Parties specifically warrant that they have the authority to release all claims and execute this Agreement and enter into the settlement which is the subject of this Agreement.

3.2 In consideration for the agreements set forth herein, Ameriwest and PI Financial, and each of their respective assigns, heirs and beneficiaries, hereinafter forever release and discharge each other party and their respective assigns, heirs and beneficiaries, and each of them, from and against any and all claims, demands, controversies, causes of action, obligations, liabilities, costs, expenses, attorneys' fees, expert fees and damages of whatever character, nature and kind in law or in equity, past, present or future, known or unknown, suspected or unsuspected, from the beginning of time to the present, arising from, relating to or in connection with the Action or the allegations, facts and circumstances set forth therein.

3.3 The releases provided in the section shall be effective as a bar to all claims, demands, controversies, causes of action, liabilities, costs, expenses, attorneys' fees, and damages of whatever character, nature or kind, known or unknown, suspected or unsuspected, as well as those specified to be so barred and set forth in this Section 3 entitled "Mutual Release." It is the specific intention of all Settling Parties that the releases shall apply to these Settling Parties as well as to all firms, corporations, entities, employees, partners, agents, divisions, shareholders, directors and affiliates of the Settling Parties. The parties to this Agreement specifically intend to avoid the result/decision reached by the Nevada Supreme Court in Russ v. General Motors Corporation, 111 Nev. 1431 (1995).

3.4 Settling Parties specifically understand and acknowledge that the releases referenced above have been separately bargained for and expressly consented to and that this Agreement will be given full force and effect in accordance with each and all of the terms and provisions, including those terms and provisions relating to known and unknown claims.

3.5 Covenant Not to Sue. Each party agrees to refrain from initiating, prosecuting or maintaining (or causing or assisting in the initiation, prosecution or maintenance of) any action, suit, claim or administrative proceeding against the other party to this Agreement based on any claim released pursuant to Section 3.2 above, and each further agrees not to file any complaints, petitions, motions or other proceedings with respect thereto. Ameriwest and PI Financial represent and warrant that neither has filed any such complaints, petitions, motions, or other proceedings.

4. Miscellaneous Provisions

4.1 Entire Agreement. This Agreement constitutes the full and entire agreement between the parties hereto and each such party acknowledges that there is no other agreement, oral and/or written, between the parties hereto. This Agreement may be amended only by a written instrument signed by all parties hereto. This is an integrated agreement and this writing is intended as a complete and exclusive statement of the terms of the parties' agreement with respect to the subject matter hereof.

4.2 Construction. The parties to this Agreement, and each of them, acknowledge that (1) this Agreement and its reduction in final written form are a result of good faith negotiations between the parties through their respective attorneys, (2) the parties and their attorneys have reviewed and examined this Agreement before execution by said parties or any of them, and (3) any statutory rule of construction, including that ambiguities are to be construed against the drafting party, will not be employed in the interpretation of this Agreement.

4.3 Attorneys Fees. Each party to this Agreement will bear its own attorneys' fees, expert fees and costs in connection with the prosecution, settlement and/or defense of this Action, provided however, that in the event that a party is required to enforce the terms of this Agreement against a party who is alleged to have breached this Agreement, the prevailing party shall be entitled to recover its attorney's fees and costs incurred in enforcing this Agreement.

4.4 Severability. The paragraph headings are for reference only and do not affect the interpretation of any paragraph hereof. If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision will be deemed to be severed and deleted and neither such provision nor severance and deletion will affect the validity of the remaining provisions.

4.5 Counterparts. This Agreement may be executed in counterparts and when executed by all parties will be binding upon all signatories hereto, notwithstanding that the original signatures do not appear on the same copy of the document. A facsimile copy may be deemed an original. In addition to the foregoing, all parties to this Agreement agree to cooperate with each other in executing all appropriate documents which must be executed in order to fulfill the intent of the parties pursuant to the terms of this Agreement.

4.6 Representation of Authority. Each of the parties hereto represents and warrants that he, she and/or it has not heretofore assigned or transferred or purported to assign or transfer to anyone any claim, demand, action or cause of action based upon, arising out of, or in any way related to any of the matters or things released herein other than as provided herein. Each individual signing this Agreement acknowledges that he or she has the full authority to enter into this Agreement and bind such individual party or entity to the terms of this Agreement.

4.7 Waiver. No breach of any provision hereof can be waived unless in writing. Waiver of any one breach shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.

4.8 Investigation. The Parties hereto acknowledge and represent that each has conducted such investigation of the facts and the law pertaining to the matters released hereby as they deem necessary, and that in entering into this Agreement, they have not relied on any statement, promise or representation of any other Party or any representative of such other Party.

4.9 Amendment. The provisions of this Agreement may be modified at any time by agreement of the Parties. Any such agreement hereafter made shall be ineffective to modify this Agreement in any respect unless in writing and signed by the Party against whom enforcement of the modification or discharge is sought.

4.10 Succession. This Agreement shall be binding upon and for the benefit of the Parties and their respective predecessors, successors, owners, members, heirs, devisees, executors, affiliates, representatives, assigns, officers, directors, shareholders, partners, attorneys, agents and employees wherever the context requires or admits.

4.11 Representation by Counsel. This Agreement has been carefully read by all Parties and the contents hereof are known and understood by all Parties. The Parties have each received independent legal advice from attorneys of their choice with respect to the preparation, review and advisability of executing this Agreement. Prior to the execution of this Agreement by each Party, the Party’s attorney has reviewed the Agreement and each Party acknowledges that they have executed this Agreement after independent investigation and without fraud, duress or undue influence.

4.12 Governing Law. The rights and obligations of the Parties and the interpretation and performance of this Agreement shall be governed by the law of the State of Nevada excluding its conflict of laws rules.

4.13 Cooperation. The Parties each agree on behalf of themselves, their respective predecessors, successors, owners, members, heirs, devisees, executors, affiliates, related entities, representatives, assigns, officers, directors, shareholders, partners, attorneys, agents and employees, to execute all documents necessary to fulfill the terms of this Agreement.

4.14 Notice. Any notice required to be provided as stated in this Agreement shall be via U.S. mail, certified, return receipt requested, and sent to:

AMERIWEST

c/o Mark C. Lee, Esq.

Weintraub Genshlea Chediak, A Law Corporation

400 Capitol Mall, 11^th Floor

Sacramento, CA 95814

Fax No. (916) 446-1611

PI FINANCIAL

c/o Neil C. Erickson, Esq.

Jeffer, Mangels, Butler & Marmaro LLP

1900 Avenue of the Stars, 7^th Floor

Los Angeles, CA 90067

Fax No. (310) 712-8516

5.15 Each of the parties to this Agreement represent and declare that they have read this Agreement carefully and know the contents thereof and that they signed the Agreement freely and voluntarily.

STATE OF	)
	) ss.
COUNTY OF ________	)

	Notary Public

PI FINANCIAL SERVICES CANADACORPORATION
Dated: April 15, 2008	By:
	Print Name:
	Title:

Dated: April 15, 2008	WEINTRAUB GENSHLEA CHEDIAK
	law corporation
	By:
		JAMES KACHMAR Counsel for PLAINTIFF