ENERGY WEST INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>form8k_101804exh.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.2 to Form 8-K</TITLE>
</HEAD>
<BODY>
<PRE>



                       Effective as of September 28, 2004


VIA FACSIMILE

Energy West, Incorporated
No. 1 First Avenue South
Great Falls, Montana  59401
P.O. Box 2229
Great Falls, Cascade County, Montana  59403-2229
Attention.:       General Counsel
Facsimile:        406.791.7560

         <b><i>Re:  Limited Consent</i></b>

Ladies and Gentlemen:

     Reference is hereby made to that certain Amended and Restated Credit
Agreement dated as of March 31, 2004 (as the same has been amended, supplemented
or otherwise modified from time to time, the "<b>Credit Agreement</b>") by and
among Energy West, Incorporated, a Montana corporation ("<b>Borrower</b>"),
LaSalle Bank National Association, a national banking association, in its
capacity as a "Bank" thereunder and as agent for all such Banks
("<b>Agent</b>"), and each of the other Banks party thereto. Capitalized terms
used but not defined herein shall have the meaning set forth in the Credit
Agreement.

     Agent and the Required Banks hereby acknowledge and agree that the audited
financial statements required to be delivered pursuant to subsection 10.1.1 of
the Credit Agreement with respect to the fiscal year ended June 30, 2004 shall
be required to be delivered by October 29, 2004 and not September 28, 2004, as
is currently required by the terms of subsection 10.1.1 of the Credit Agreement.
Except as specifically provided in the immediately preceding sentence, such
limited consent shall not constitute: <b>(i)</b> a modification or alteration of
the terms, conditions or covenants of the Credit Agreement or any document
entered into in connection therewith including, without limitation, any Loan
Document, <b>(ii</b>) a waiver, release or limitation upon the exercise by Agent
or any Bank of any of its rights, legal or equitable, hereunder or under the
Credit Agreement or any Loan Document or <b>(iii)</b> a course of dealing
between or among Borrower, Agent or any Bank. Except as specifically set forth
in the first sentence of this paragraph, Agent and each Bank reserve any and all
rights and remedies they may have had, have or may have under the Credit
Agreement and each other Loan Document.

         Except as expressly set forth herein, the Loan Documents remain
unmodified and in full force and effect.
<i>
                 - Remainder of Page Intentionally Left Blank -
                            [Signature Page Follows]
</i>


</pre>
<hr>
<pre>



         Please do not hesitate us in the event you have any questions or
concerns.

Very truly yours,


<b><u>AGENT AND BANK:</u></b>
<b>
LASALLE BANK NATIONAL ASSOCIATION,</b>
a national banking association,
as Agent and a Bank


By:      /s/ Meghan Payne
         --------------------------
Name:    Meghan Payne
         --------------------------
Title:   VP
         --------------------------
<b><i>
Acknowledged and accepted as of the year and date first
written above:</i></b>
<b>
ENERGY WEST, INCORPORATED,</b>
a Montana corporation


By:      /s/ John C. Allen
         --------------------------
Name:    John C. Allen
         --------------------------
Title:
         --------------------------

</pre>
<hr>
<pre>


<b><i>
Acknowledged and accepted as of the year and date first
written above:</i></b>


<b><u>OTHER LOAN PARTIES</u></b>:

<b>
ENERGY WEST PROPANE, INC.,</b>
a Montana corporation


By:      /s/ John C. Allen
         --------------------------
Name:    John C. Allen
         --------------------------
Title:
         --------------------------


<b>
ENERGY WEST RESOURCES, INC.,</b>
a Montana corporation


By:      /s/ James E. Morin
         --------------------------
Name:    James E. Morin
         --------------------------
Title:   President
         --------------------------

<b>
ENERGY WEST DEVELOPMENT, INC.,</b>
a Montana corporation


By:      /s/ John C. Allen
         --------------------------
Name:    John C. Allen
         --------------------------
Title:
         --------------------------





</PRE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
