EMPLOYMENT AGREEMENT



         This Employment Agreement (this "Agreement") is made and entered into

on April 1, 2005 (the "Effective Date") by and between Tracy Price ("Employee")

and GulfWest Energy Inc. (the "Company").



         WHEREAS, the Company desires to employ Employee as Senior Vice

President of Land/Business Development, and Employee desires to be employed by

the Company in said capacity; and



         WHEREAS, each party desires to set forth in writing the terms and

conditions of their understandings and agreements.



         NOW, THEREFORE, in consideration of the mutual covenants and

obligations contained herein, the Company hereby agrees to employ Employee and

Employee hereby accepts such employment upon the terms and conditions set forth

in this Agreement:



                                   ARTICLE 1



                   EMPLOYMENT; RESPONSIBILITIES; COMPENSATION



     Section 1.1 Employment. Subject to Article 3, the Company hereby agrees to

employ Employee and Employee hereby agrees to be employed by the Company, in

accordance with this Agreement, for the period commencing as of the Effective

Date and ending on the second anniversary of the Effective Date ("Initial

Term"); provided, however, that beginning on the day immediately preceding the

second anniversary of this Agreement and on the day immediately preceding each

anniversary of this Agreement thereafter, the Initial Term shall automatically

be extended one additional year unless either party gives written notice to the

other party between 90 and 120 days prior to the next anniversary of this

Agreement that it or he, as applicable, does not wish to extend this Agreement.

Employee's continued employment after the expiration of the Initial Term shall

be in accordance with and governed by this Agreement, unless modified by the

parties to this Agreement in writing.



     Section 1.2 Responsibilities; Loyalty.



     (a) Subject to the terms of this Agreement, Employee is employed in the

position of Senior Vice President of Operations, and shall perform the functions

and responsibilities of that position. Additional or different duties may be

assigned by the Company. Employee's position, job descriptions, duties and

responsibilities may be modified from time to time in the sole discretion of the

Company.



     (b) Employee shall devote the whole of Employee's professional time,

attention and energies to the performance of Employee's work responsibilities

and shall not, either directly or indirectly, alone or in partnership, consult

with, advise, work for or have any interest in any other business or pursuit

during Employee's employment under this Agreement. During the term of Employee's

employment with the Company, it shall not be a violation of this Agreement for

Employee to (i) serve on corporate, civic or charitable boards or committees;

(ii) deliver lectures or fulfill speaking engagements; and (iii) subject to

Section 2.3, manage personal investments, in each case, so long as such

activities do not materially interfere with the performance of Employee's

responsibilities as an employee of the Company in accordance with this

Agreement. Employee further agrees to comply with all policies of the Company in

effect from time to time, and to comply with all laws, rules and regulations,

including those applicable to the Company



                                       1



<PAGE>



     Section 1.3 Compensation. As consideration for the services and covenants

described in this Agreement, the Company agrees to compensate Employee in the

following manner:



     (a) The Company will pay Employee a base salary of $185,000 per year ("Base

Salary").



     (b) Employee shall be entitled to employment benefits including holidays,

leaves of absence, health insurance, dental insurance, 401(k) plan

participation, etc., if any, available to employees of the Company generally, in

accordance with any policies, procedures or benefit plans adopted by the Company

from time to time during the existence of this Agreement. In addition, Employee

shall be entitled to vacation in accordance with the Company's vacation policy

as adopted from time to time. Employee's rights or those of Employee's

dependents under any such benefits policies or plans shall be governed solely by

the terms of such policies or plans. The Company reserves to itself, or its

designated administrators, exclusive authority and discretion to determine all

issues of eligibility, interpretation and administration of each such benefit

plan or policy. The Company's employment benefits, and policies related thereto,

are subject to termination, modification or limitation at the Company's sole

discretion.



     (c) Employee shall be eligible to receive, for each full calendar year in

which Employee is employed by the Company hereunder, a bonus of 0% to 70% of

Base Salary established by the Board of Directors of the Company or a duly

authorized committee thereof (the "Board") in its sole discretion

("Discretionary Bonus").



     (d) Payment of all compensation to Employee shall be made in accordance

with the terms of this Agreement, applicable state or federal law, and

applicable Company policies in effect from time to time, including normal

payroll practices, and shall be subject to all applicable withholdings and

taxes.

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