EMPLOYMENT AGREEMENT



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

on February 28, 2005 (the "EFFECTIVE DATE") by and between Allan Keel

("EMPLOYEE") and GulfWest Energy Inc. (the "COMPANY").



         WHEREAS, the Company desires to employ Employee as Chief Executive

Officer and President, 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 third anniversary of the Effective Date ("INITIAL TERM");

PROVIDED, HOWEVER, that beginning on the day immediately preceding the third

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 Chief Executive Officer and President, 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 $240,000

         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 100% 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"). However, for

         the year ended December 31, 2005, Employee shall receive a bonus of

         $120,000 payable on or before February 26, 2006.



                  (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

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