INDEMNIFICATION AGREEMENT



         This Indemnification Agreement (this "AGREEMENT") dated the 28th day of

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

"COMPANY"), and B. James Ford, 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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