EMPLOYMENT AGREEMENT



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

on April 1, 2005 (the "Effective Date") by and between Tom Kaetzer ("Employee")

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



         WHEREAS, the Company desires to employ Employee as Senior Vice

President of Operations, 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 $182,800 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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