INDEMNIFICATION AGREEMENT



     This  Indemnification  Agreement (this  "Agreement")  dated the ____ day of

_______,  2005, by and between  GulfWest Energy Inc., a Texas  corporation  (the

"Company"), and ____________, an individual ("Indemnitee").



                                    RECITALS



     A.   Competent  and  experienced  persons  are  reluctant  to  serve  or to

continue  to  serve  as  directors  and  officers  of  corporations  or in other

capacities unless they are provided with adequate  protection  through insurance

or  indemnification  (or both) against  claims against them arising out of their

service and activities on behalf of the corporation.



     B.   The current  uncertainties  relating to the  availability  of adequate

insurance  have  increased the  difficulty  for  corporations  of attracting and

retaining competent and experienced persons to serve in such capacity.



     C.   The Board of Directors of the Company (the "Board of  Directors")  has

determined  that the  continuation  of present trends in litigation will make it

more difficult to attract and retain competent and experienced  persons to serve

as directors and officers of the Company,  that this situation is detrimental to

the best interests of the Company's shareholders and that the Company should act

to assure  such  persons  that there will be  increased  certainty  of  adequate

protection in the future.



     D.   As a supplement to and in the furtherance of the Company's Articles of

Incorporation,  as amended (the  "Articles"),  and Bylaws (the "Bylaws"),  it is

reasonable,  prudent,  desirable and necessary for the Company  contractually to

obligate  itself to  indemnify,  and to pay in  advance  expenses  on behalf of,

officers and directors to the fullest extent  permitted by law so that they will

serve or continue to serve the Company  free from  concern that they will not be

so indemnified and that their expenses will not be so paid in advance;



     E.   This  Agreement  is not a  substitute  for,  nor does it  diminish  or

abrogate any rights of Indemnitee under, applicable law, the Articles and/or the

Bylaws or any resolutions adopted pursuant thereto (including any contractual or

other rights of Indemnitee that may exist).



     F.   Indemnitee is a director  and/or officer of the Company and his or her

willingness to continue to serve in such capacity is predicated,  in substantial

part,  upon the  Company's  willingness  to indemnify  him or her to the fullest

extent  permitted  by the  laws  of the  State  of  Texas  and  upon  the  other

undertakings set forth in this Agreement.





                                    AGREEMENT



     NOW,  THEREFORE,  in consideration of the premises and covenants  contained

herein, the Company and Indemnitee hereby agree as follows:





                                       1



<PAGE>





                                   ARTICLE 1

                               CERTAIN DEFINITIONS



     Capitalized terms used but not otherwise defined in this Agreement have the

meanings set forth below:



     "Corporate  Status"  means the status of a person who is or was a director,

officer,  employee  or agent of the  Company or a  director,  officer,  partner,

venturer,  proprietor,  trustee,  employee,  agent or similar functionary of any

other  Enterprise  which such  person is or was  serving  at the  request of the

Company.  In  addition  to any  service  at the actual  request of the  Company,

Indemnitee will be deemed,  for purposes of this Agreement,  to be serving or to

have  served at the  request of the  Company as a  director,  officer,  partner,

venturer, proprietor, trustee, employee, agent or similar functionary of another

Enterprise  if  Indemnitee  is or was serving as a director,  officer,  partner,

venturer,  proprietor,  trustee,  employee, agent or similar functionary of such

Enterprise  and (i)  such  Enterprise  is or at the time of such  service  was a

Controlled Affiliate, (ii) such Enterprise is or at the time of such service was

an employee  benefit  plan (or related  trust)  sponsored or  maintained  by the

Company or a Controlled Affiliate or (iii) the Company or a Controlled Affiliate

directly or indirectly  caused Indemnitee to be nominated,  elected,  appointed,

designated, employed, engaged or selected to serve in such capacity.



     "Controlled  Affiliate" means any corporation,  limited liability  company,

partnership,  joint  venture,  trust or  other  Enterprise,  whether  or not for

profit, that is directly or indirectly  controlled by the Company.  For purposes

of this  definition,  the term  "control"  means  the  possession,  directly  or

indirectly, of the power to direct, or cause the direction of, the management or

policies of an Enterprise,  whether through the ownership of voting  securities,

through other voting rights, by contract or otherwise;  provided,  however, that

direct or indirect  beneficial  ownership of capital stock or other interests in

an  Enterprise  entitling  the holder to cast 30% or more of the total number of

votes  generally  entitled to be cast in the election of  directors  (or persons

performing comparable functions) of such Enterprise will be deemed to constitute

"control" for purposes of this definition.



     "Disinterested Director" means a director of the Company who is not and was

not a named  defendant  or  respondent  to the  Proceeding  in  respect of which

indemnification is sought by Indemnitee.



     "Enterprise"  means the  Company  and any other  corporation,  partnership,

limited liability company, joint venture,  employee benefit plan, trust or other

entity or other  enterprise of which Indemnitee is or was serving at the request

of the Company in a Corporate Status.



     "Expenses" means all attorneys' fees,  disbursements  and retainers,  court

costs,  transcript  costs,  fees of  experts,  witness  fees,  travel  expenses,

duplicating costs, printing and binding costs,  telephone charges,  postage, fax

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