FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1997

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                       for the transition period from to 

                         Commission file number 1-12108

                              GULFWEST OIL COMPANY
             (Exact name of Registrant as specified in its charter)

       Texas                                                87-0444770
    (State or other jurisdiction                         (IRS Employer
     of incorporation)                                    Identification No.)

          16800 Dallas Parkway
               Suite 250
             Dallas, Texas                               75248
  (Address of principal executive offices)             (zip code)

                                 (972) 250-4440
              (Registrant's telephone number, including area code)

       2644 Sherwood Forest Plaza, Suite 229, Baton Rouge, Louisiana 70816
                                 (504) 293-1100
               (Registrant's former address and telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           NO                        YES  X  

1,765,209 shares of the registrant's  Class A Common Stock,  $.001 par value per
share, were outstanding as of November 13, 1997.


<PAGE>




<TABLE>



                              GULFWEST OIL COMPANY

                         FORM 10-Q FOR THE QUARTER ENDED
                               SEPTEMBER 30, 1997
<CAPTION>


                                                                                                  Page of
                                                                                                 Form 10-Q
<S>                                                                                              <C>   

Part I:           Financial Information

Item 1.           Financial Statements
                  Balance Sheets, September 30, 1997
                   and December 31, 1996                                                             3
                  Statements of Operations for the three months
                    and nine months ended September 30, 1997 and 1996                                5
                  Statements of Cash Flows for the nine
                    months ended September 30, 1997 and 1996                                         6
                  Notes to Financial Statements                                                      7

Item 2.           Management's Discussion and Analysis
                    of Financial Condition and Results
                    of Operations                                                                   8

Part II:          Other Information

Item 6.           Exhibits and Reports on Form 8-K                                                  11

Signatures                                                                                          14
</TABLE>
















                                        2
<PAGE>


                          PART I. FINANCIAL INFORMATION
<TABLE>
ITEM 1.           FINANCIAL STATEMENTS.

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)
<CAPTION>

 
                                                                                              September 30,       December 31,
                                                                                                   1997               1996       
<S>                                                                                          <C>               <C>   

                                                               ASSETS
Current Assets:
  Cash and Cash Equivalents                                                                   $    100,764      $      84,477
  Accounts Receivable - Trade, Net of Allowance for Doubtful
      Accounts of -0- in 1997 and 1996                                                             688,669            612,439
  Prepaid Expenses                                                                                  80,879              2,343
  Notes Receivable                                                                                 100,000               -   

    Total Current Assets                                                                           970,312            699,259

Oil & Gas Properties, Using the Successful Efforts Method of Accounting:
  Undeveloped Properties                                                                           100,095             37,910
  Developed Properties                                                                          16,692,880         14,823,561
 
Other Property and Equipment                                                                     1,053,655            735,507

Less - Accumulated Depreciation, Depletion,
    and Amortization                                                                            (2,136,293)        (1,249,472)

    Net Oil and Gas Properties and
      Other Property and Equipment                                                              15,710,337         14,347,506

Long-Term Accounts and Notes Receivable -
   Related Party, Net of Allowance for Doubtful Accounts
     of $446,948 in 1997 and 1996                                                                   26,166            112,659

    Total Assets                                                                              $ 16,706,815      $  15,159,424

</TABLE>




     The accompanying notes are an integral part of these consolidated financial
     statements.

                                        3
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
                                   (UNAUDITED)
<CAPTION>



                                                                                             September 30,       December 31,
                                                                                                  1997               1996      
<S>                                                                                          <C>               <C>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable - Trade                                                                    $    959,055      $   1,018,419
  Accrued Expenses                                                                                 232,955            156,663
  Current Portion of Long-Term Debt                                                              4,142,764          1,702,208

    Total Current Liabilities                                                                    5,334,774          2,877,290
Long-Term Debt, Net of Current Portion                                                           7,850,476          8,352,941
Long-Term Debt, Related Parties                                                                    325,000            525,000 

    Total Long-Term Debt                                                                          8,175,476         8,877,941

Commitments and Contingencies                                                                        -                -


Stockholders' Equity:
  Preferred Stock, Par Value at $.01, 10,000,000 Shares
    Authorized, 5,065 and 4,621 Shares Issued and Outstanding
    In 1997 and 1996, respectively                                                                      54                 46
  Common Stock, Par Value at $.001, 20,000,000 Shares
     Authorized, 1,753,428 and 1,611,154 Shares Issued and Outstanding
     in 1997 and 1996, respectively                                                                  1,753              1,611
  Additional Paid-in Capital                                                                     7,533,671          6,909,092
  Retained Deficit                                                                              (4,338,913)        (3,506,556)

    Total Stockholders' Equity                                                                   3,196,565          3,404,193

    Total Liabilities and Stockholders'
      Equity                                                                                  $ 16,706,815      $  15,159,424

</TABLE>



     The accompanying notes are an integral part of these consolidated financial
     statements.

                                        4
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS AND NINE MONTHS ENDED
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)
<CAPTION>

                                                                    Three Months                       Nine Months
                                                                   Ended Sept. 30,                   Ended Sept. 30,
                                                               1997                1996                1997                  1996   
<S>                                                      <C>                 <C>                 <C>                  <C>
Revenues:
  Oil and Gas Sales                                        $   921,891         $   283,340         $ 3,132,514          $   757,937
  Well Servicing Revenues                                      319,147                -                813,964                 -
  Operating Overhead and Other Income                           88,545              56,497             283,162              141,909

    Total Revenues                                           1,329,583             339,837           4,229,640              899,846

Costs and Expenses:
  Lease Operating Expenses                                     575,476             176,711           1,475,216              387,888
  Cost of Well Servicing Operations                            263,729                -                684,945                 -
  Depreciation and Depletion                                   335,100              99,813             886,821              281,565
  Lease Abandonments                                              -                   -                   -                  85,696
  General and Administrative                                   412,936             261,271           1,110,485              719,779
 
    Total Costs and Expenses                                 1,587,241             537,795           4,157,467            1,474,928

Income (Loss) From Operations                                 (257,658)           (197,958)             72,173             (575,082)

Other Income and Expense:
  Interest Income                                                9,699              11,210              27,090               26,827
  Interest Expense                                            (281,550)            (57,108)           (781,558)            (172,671)

    Total Other Income and Expense                            (271,851)            (45,898)           (754,468)            (145,844)

Net (Loss) Before Taxes                                       (529,509)           (243,856)           (682,295)            (720,926)

Income Tax Provision                                              -                   -                   -                     -  

Net (Loss)                                                 $   (529,509)       $  (243,856)       $    (682,295)       $   (720,926)

(Loss) Per Share                                           $       (.35)       $      (.18)       $        (.48)       $       (.61)

Weighted Average Number of Shares                             1,753,428          1,360,931            1,715,055           1,184,393

</TABLE>



     The accompanying notes are an integral part of these consolidated financial
     statements.

                                        5
<PAGE>
<TABLE>

                      GULFWEST OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)
<CAPTION>


                                                                                                       1997              1996   
<S>                                                                                             <C>               <C>
Cash Flows Provided (Used) By Operating Activities:
  Net Income (Loss)                                                                              $  (682,295)      $ (720,926)

  Adjustments to Reconcile Net Income (Loss) to Net
     Cash Provided (Used) by Operating Activities:
      Depreciation, Depletion, and Amortization                                                      886,821          281,564
      Lease Abandonments                                                                                -              85,696
      (Increase) in Accounts Receivable - Other, Net                                                 (76,230)        (112,153)
      (Increase) Decrease in Prepaid Expenses                                                        (78,536)          23,025
      Increase (Decrease) in Accounts Payable - Trade                                                (59,364)          87,297
      Increase (Decrease) in Accrued Expenses                                                         76,292           (6,792)

        Net Cash Provided (Used) By Operating Activities                                              66,688         (362,289)

Cash Flows Provided (Used) By Investing Activities:
  Purchase of Oil and Gas Properties                                                              (1,931,504)        (762,636)
  Purchase of Other Equipment                                                                       (318,148)         (60,410)

        Net Cash Provided (Used) By Investing Activities                                          (2,249,652)        (823,046)

Cash Provided (Used) By Financing Activities:
  Amortization Prepaid Interest                                                                        -               25,002
  (Increase) Decrease in Accounts and Notes Receivable - Related Parties                              86,493         (119,238)
  (Increase) in Notes Receivable                                                                    (100,000)         (69,578)
  Proceeds From Notes Payable - Related Parties                                                        -              200,000
  (Payments) on Notes Payable - Related Parties                                                     (200,000)            -
  Proceeds From Notes Payable - Other                                                              3,252,083          158,344
  (Payment) on Notes Payable - Other                                                              (1,313,992)        (185,474)
   Proceeds From Sale of Common Stock and Preferred Stock                                            624,729        1,304,638
   Dividends on Preferred Stock                                                                    (150,062)             -   
 
        Net Cash Provided By Financing Activities                                                  2,199,251        1,313,694

Increase in Cash and Cash Equivalents                                                                 16,287          128,359

Cash and Cash Equivalents, Beginning of Period                                                        84,477           10,548

Cash and Cash Equivalents, End of Period                                                         $   100,764       $  138,907

Cash Interest Paid                                                                               $   707,780       $  168,911
</TABLE>




     The accompanying notes are an integral part of these consolidated financial
     statements.

                                        6
<PAGE>

                              GULFWEST OIL COMPANY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1997 AND 1996
                                   (UNAUDITED)



1.   During interim  periods,  GulfWest Oil Company ("the Company")  follows the
     accounting  policies set forth in its Annual Report on Form 10-K filed with
     the  Securities  and Exchange  Commission.  Users of financial  information
     produced  for interim  periods  are  encouraged  to refer to the  footnotes
     contained in the Annual Report when reviewing interim financial results.
 
2.   The  accompanying   financial   statements  include  the  Company  and  its
     wholly-owned subsidiaries:  WestCo Oil Company ("WestCo"),  formed in 1995;
     VanCo Well Service,  Inc.  ("VanCo") , GulfWest  Texas Company  ("GWT") and
     GulfWest   Permian  Company  ("GWP")  all  formed  in  1996.  All  material
     intercompany transactions and balances are eliminated upon consolidation.

3.   In management's  opinion,  the accompanying  interim  financial  statements
     contain  all  material  adjustments,  consisting  only of normal  recurring
     adjustments  necessary  to present  fairly  the  financial  condition,  the
     results of  operations,  and the  statements  of cash flows of GulfWest Oil
     Company for the interim periods.

4.   Loss per share has been computed based upon the weighted  average number of
     common  shares  outstanding.  Loss per share for the three  months and nine
     months ended September 30, 1997 was computed by adding the net loss for the
     period plus  preferred  dividends  divided by the weighted  average  shares
     outstanding at September 30, 1997.

                                        7
<PAGE>

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Overview

     GulfWest Oil Company  ("GulfWest" or the  "Company") is an independent  oil
     and gas company  primarily  engaged in the acquisition of producing oil and
     gas properties  with proved reserves which have the potential for increased
     value  through  continued  development  and  the  application  of  enhanced
     recovery technology.  The Company's objective is to maximize production and
     continue to  increase  reserves  through  relatively  low-risk  development
     activities,  such as  workovers,  recompletions,  horizontal  drilling from
     existing  wellbores,  and infield  drilling,  efficient  use of  production
     facilities and expansion of existing waterflood operations.

     During the fourth  quarter of 1996,  the Company  acquired in two  separate
     transactions ("Phase I" and "Phase II") oil properties in the Permian Basin
     area of West  Texas  for a total  purchase  price of  $10.65  million.  The
     Company's subsidiary,  WestCo Oil Company ("WestCo") is the operator of the
     acquired properties.


Results of Operations

Comparative results of operations for the periods indicated are discussed below.

     Three-Month  Period Ended September 30, 1997 compared to Three-Month Period
     Ended September 30, 1996.

         Revenues

          Total  revenues  increased 291% to $1,329,583 for the third quarter of
     1997  compared  to  $339,837  for the third  quarter  of 1996.  Oil and gas
     revenues  increased by 225% to $921,891 for the period in 1997  compared to
     $283,340 for the period in 1996 due to the  acquisition  of the  additional
     properties  discussed  above.  Well servicing  revenues of $319,147 for the
     third  quarter of 1997 were  generated by the Company's  subsidiary,  VanCo
     Well Service,  Inc. ("VanCo") which commenced  operations in late September
     1996. Accordingly,  there were no well servicing revenues generated for the
     three-month  period of 1996.  Revenues  from  operating  overhead and other
     income in the third  quarter of 1997  increased 57% to $88,545 from $56,497
     in the third  quarter of 1996 and  included  management  fees,  rentals and
     saltwater disposal fees.

         Costs and Expenses

          Costs and expenses  increased  195% to $1,587,241 in the third quarter
     of 1997 compared to $537,795 in the third quarter of 1996. The increases in
     lease  operating  expenses,  depreciation  and  depletion  and  general and
     administrative  expenses  were due to the  acquisitions  of the  additional
     properties discussed above and the associated expansion of operations.

          Interest  expense  in the  third  quarter  of 1997  increased  393% to
     $281,550  from $57,108 in the third  quarter of 1996 due to the  additional
     properties  acquired  and  financed  in the fourth  quarter  of 1996.  Also
     included  is  a  non-cash  expense  of  $17,500  for  options  issued  to a
     non-related   third   party   who   guaranteed   a   $2,750,000   revolving
     line-of-credit.



                                        8

<PAGE>

     Nine-Month  Period Ended  September 30, 1997 compared to Nine-Month  Period
     Ended September 30, 1996.

         Revenues

          Total  revenues  increased 370% to $4,229,640 in the first nine months
     of 1997 compared to $899,846 in the first nine months of 1996.  Oil and gas
     revenues increased by 313% to $3,132,514 for the period in 1997 compared to
     $757,937 for the period in 1996 due to the  acquisition  of the  additional
     properties discussed above.

          Well servicing  revenues of $813,964 in the nine-month  period of 1997
     were generated by VanCo which commenced  operations in late September 1996.
     Accordingly,  there  were  no  well  servicing  revenues  generated  in the
     nine-month  period of 1996.  Revenues  from  operating  overhead  and other
     income in the nine- month period of 1997  increased  100% to $283,162  from
     $141,909 in the nine-month period of 1996, due to the additional management
     fees for the operation of the properties  acquired in the fourth quarter of
     1996.

         Costs and Expenses

          Costs and  expenses  increased  182% to  $4,157,467  in the first nine
     months in 1997 compared to $1,474,928 in the first nine months in 1996. The
     increases in lease  operating  expenses,  depreciation  and  depletion  and
     general and  administrative  expenses were due to the  acquisitions  of the
     additional  properties  discussed  above and the  associated  expansion  of
     operations.  There were no well servicing expenses in the nine-month period
     of 1996.

          Interest  expense in the first  nine  months of 1997  compared  to the
     first nine months of 1996  increased  353% to $781,558 from $172,671 due to
     the  additional  properties  acquired and financed in the fourth quarter of
     1996. Also included is a non-cash  expense of $37,500 for options issued to
     a   non-related   third  party  who   guaranteed  a  $2,750,000   revolving
     line-of-credit.


Financial Condition and Capital Resources

          During the fourth  quarter of 1996,  the Company  acquired and assumed
     operations for  $10,654,000 in oil properties in West Texas.  In connection
     with these  acquisitions,  the Company  issued senior secured notes payable
     (the  "Senior  Debt")  due  October  and  December,  1999  in the  original
     principal amount of $7,400,000.  The Company is currently  negotiating with
     banking  institutions  to refinance the  outstanding  balance of the Senior
     Debt which was  $6,645,000  at October 31, 1997.  There can be no assurance
     that this  refinancing will be completed,  and that if completed,  on terms
     favorable to the Company.

          On January 7, 1997,  the Company  established  a $2,000,000  revolving
     line-of-credit  with Southwest Bank of Texas,  with part of the proceeds to
     be used for payment of  short-term  notes  incurred for  acquisitions  made
     during the fourth quarter of 1996. The  line-of-credit  is guaranteed by an
     unrelated third party in exchange for options to purchase 250,000 shares of
     the  Company's  Common Stock at an exercise  price of $2.88 per share.  The
     Company used the  Black-Sholes  option  pricing  model to estimate the fair
     value of the options,  resulting  in a $40,000  non-cash  interest  expense
     amortized over one year, with $10,000 recorded each quarter.




                                        9
<PAGE>

          On July 2, 1997, the Company's revolving  line-of-credit was increased
     to $2,750,000  with the additional  funds to be used for  acquisitions  and
     further enhancements of the Company's West Texas properties.  In connection
     with the increase in the line-of-credit,  the guarantor received additional
     options to purchase  100,000  shares of the  Company's  Common  Stock at an
     exercise price of $2.56 per share. The Company used the Black-Sholes option
     pricing  model to estimate  the fair value of the  options,  resulting in a
     $15,000 non-cash  interest expense  amortized over six months,  with $7,500
     recorded each quarter.

          The Company is currently  negotiating  with a group of investors  (the
     "Investor  Partners")  regarding the formation of a drilling partnership to
     fund the intangible  drilling costs  associated with the  exploitation  and
     development of several of the Company's Proved  Undeveloped  Reserves.  The
     formation  and  terms of the  drilling  partnership  are  conditioned  upon
     several  events the  occurrence  of which are unable to be  predicted  with
     reasonable certainty.

          To date,  the Company has completed two separate  acquisitions  of oil
     and gas properties in 1997, with a combined total of approximately 330 MBOE
     of net Proved  Reserves as of the effective date of each  acquisition.  (1)
     Effective  May 1, 1997,  the Company  purchased  a 25% Working  Interest in
     certain oil and gas properties in Hardin County,  Texas from an independent
     oil company for a purchase  price of  $240,000.  (2)  Effective  October 1,
     1997, the Company  purchased a 75% Working  Interest in certain oil and gas
     properties in Blaine County, Oklahoma from an independent oil company for a
     purchase price of $190,000.

          On April  2,  1997,  the  Company  entered  into a  Purchase  and Sale
     Agreement to acquire oil and gas  properties  ("Phase  III") for a purchase
     price of $4,774,000,  subject to acceptable financing, with a balance to be
     paid in cash and  through  a net  profits  interest  from oil and gas sales
     under certain terms and  conditions.  Closing will occur upon the Company's
     receipt of evidence  of: (1) the  properties  meeting a certain  production
     quota,  (2)  satisfactory  title  to the  properties,  and  (3)  acceptable
     financing.

          Management does not anticipate closing any additional  acquisitions in
     1997; however,  management does intend to pursue an aggressive  acquisition
     strategy during 1998 and continues to explore the  possibilities of issuing
     more  Common  and/or  Preferred  Stock as the  market  allows  to fund such
     acquisitions.

          The matters discussed herein may contain "forward-looking"  statements
     that  involve  risks  and  uncertainties  including,   without  limitation,
     competitive factors in the marketplace.


                                       10
<PAGE>


                           PART II. OTHER INFORMATION



ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits -

     Number    Description

     X2.1 Restructuring  Agreement Regarding Madisonville Prospect,  dated April
          18, 1995.

     X2.2 Unanimous   Consent  to  First  Amendment  to  Regulations  of  S.G.C.
          Transmission, L.L.C., dated July 17, 1995.

     X2.3 Security Agreement RE: Subsequently Acquired Interests, dated July 17,
          1995.

     ^2.4 Purchase and Sale Agreement, with amendments,  between Pharaoh Oil and
          Gas, Inc, as Seller, and WestCo Producing Company, as Purchaser, dated
          June 12, 1996.

     ^2.5 Addendum of Purchase and Sale  Agreement by and between Gary O. Bolen,
          Individually and d/b/a Badger Oil Company,  Pharaoh Oil and Gas, Inc.,
          and GulfWest Texas Company.

     ^2.6 Assignment  of Purchase  and Sale  Agreement  by and  between  Gary O.
          Bolen, Individually and d/b/a Badger Oil Company, Pharaoh Oil and Gas,
          Inc., GulfWest Texas Company and WestCo Producing Company.

     ^2.7 Assignment and Bill of Sale by and between Gary O. Bolen, Individually
          and d/b/a Badger Oil Company and Pharaoh Oil and Gas, Inc. as Assignor
          and GulfWest Texas Company as Assignee.

     +2.8 Purchase and Sale Agreement  between Pharaoh Oil and Gas, Inc., Taylor
          Link  Operating Co. and Gary O. Bolen,  Individually  and d/b/a Badger
          Oil Company (collectively, "Pharaoh"), as Seller, and WestCo Producing
          Company, as Purchaser, dated November 6, 1996.

     +2.9 Addendum of Purchase  and Sale  Agreement  between  Pharaoh and WestCo
          Producing Company, dated December 5, 1996.

    +2.10 Assignment  of Purchase  and Sale  Agreement  by and between  Pharaoh,
          GulfWest Permian Company and WestCo Producing Company,  dated December
          5, 1996.

    +2.11 Form of Assignment and Bill of Sale by and between Pharaoh as Assignor
          and GulfWest Permian Company as Assignee.

     *3.1 Articles of Incorporation of the Registrant and Amendments thereto.

                                       11
<PAGE>

     *3.2 Bylaws of the Registrant.

     ^4.1 Statement of Resolution  Establishing  and  Designating  the Company's
          Class AA Preferred  Stock,  filed with the Secretary of State of Texas
          as  an  amendment  to  the  Company's  Articles  of  Incorporation  on
          September 23, 1996.

     ^4.2 Statement of Resolution  Establishing  and  Designating  the Company's
          Class AAA Preferred Stock,  filed with the Secretary of State of Texas
          as  an  amendment  to  the  Company's  Articles  of  Incorporation  on
          September 23, 1996.

     @4.3 Form of Note Purchase and Sale Agreement for the Company's 1995 Series
          A 9.5% Subordinated Notes, undated.

     @4.4 Subscription  and  Registration  Rights  Agreement for the Purchase of
          Preferred  Stock  Between the Company and Eco2,  Inc.  dated March 13,
          1996.

     ^4.5 Term  note in the  amount  of  $1,500,000.00  payable  to the order of
          Pharaoh  Oil and  Gas,  Inc.  and to be  executed  by  GulfWest  Texas
          Company.

     +4.6 Term  note in the  amount  of  $5,900,000.00  payable  to the order of
          Pharaoh Oil and Gas,  Inc. and executed by GulfWest  Permian  Company,
          dated December 5, 1996.

     +4.7 Term  note in the  amount  of  $1,604,000.00  payable  to the order of
          Pharaoh Oil and Gas,  Inc. and executed by GulfWest  Permian  Company,
          dated December 5, 1996.

    !10.1 GulfWest Oil Company 1994 Stock Option Plan,  approved by the Board of
          Directors on February 11, 1994.

    !10.2 Form of Nonqualified  Stock Option Agreement,  dated February 11, 1994
          between the Company and certain  officers,  directors  and advisors of
          the Company.

    #10.3 Letter  Agreement  between  the  Company  and  Madisonville   Project,
          Limited, dated December 28, 1993 and amendment dated March 28, 1994.

    #10.4 Investment Letter Subscription  Agreement of the Madisonville Project,
          Limited, executed by the Company on July 31, 1994.

    #10.5 The Madisonville  Project,  Limited Agreement of Limited  Partnership,
          dated July 31, 1994.

    !10.6 Warrant  Agreement  between the Company and Jackson & Walker,  L.L.P.,
          dated December 21, 1994.

    @10.7 Stock Option  Agreement  between the Company and John E. Loehr,  dated
          May 11, 1995.

    @10.8 Stock Option Agreement  between the Company and Marshall A. Smith III,
          dated May 11, 1995.

                                       12
<PAGE>

     10.9 Employment  Agreement  between the  Company and  Marshall A Smith III,
          dated September 9, 1997, filed herewith.

    10.10 Employment  Agreement  between the Company  and Jim C.  Bigham,  dated
           September 9, 1997, filed herewith.

    10.11 Employment  Agreement between the Company and Richard L. Creel,  dated
           September 9, 1997, filed herewith.

     27    Article 5 Financial Data Schedule

_______________

+    Previously  filed  with the  Company's  Current  Report on Form 8-K,  dated
     December 5, 1996, filed with the Commission on December 17, 1996.

^    Previously  filed  with the  Company's  Current  Report on Form 8-K,  dated
     October 10, 1996, filed with the Commission on October 25, 1996.

@    Previously filed with the Company's Annual Report on Form 10-K for the year
     ended December 31, 1995, filed with the Commission on April 12, 1996.

X    Previously filed with the Company's  Current Report on Form 8-K, dated July
     17, 1995, filed with the Commission on July 31, 1995.

!    Previously filed with the Company's Annual Report on Form 10-K for the year
     ended December 31, 1994, filed with the Commission on April 14, 1995.

#    Previously  filed with the Company's  Quarterly Report on Form 10-Q for the
     period ended June 30, 1994, filed with the Commission on August 14, 1994.

*    Previously  filed with the Company's  Registration  Statement (on Form S-1,
     Reg. No. 33-53526), filed with the Commission on October 21, 1992.


(b)      Form 8-K -

     Current  Report on Form 8-K/A-2 to amend the  Company's  Current  Report on
     Form 8-K dated October 10, 1996 as amended by the Company's  Current Report
     on Form 8-K/A dated  December 30, 1996,  filed with the  Commission on July
     15, 1997.

     Current  Report on Form 8-K/A-2 to amend the  Company's  Current  Report on
     Form 8-K dated December 5, 1996 as amended by the Company's  Current Report
     on Form 8-K/A dated  February 19, 1997,  filed with the  Commission on July
     15, 1997.

                                       13
<PAGE>

                                   SIGNATURES


     Pursuant  to the  requirements  of  Securities  Exchange  Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                      GULFWEST OIL COMPANY
                                      (Registrant)


Date: November 14, 1997               By: /s/ Jim C. Bigham                    
                                         Jim C. Bigham
                                         Executive Vice President
                                         and Secretary


Date: November 14, 1997                By: /s/ John E. Loehr                 
                                          John E. Loehr
                                          Chief Financial Officer



                                       14
<PAGE>

                                                                  EXHIBIT 10.9



                              EMPLOYMENT AGREEMENT



     AGREEMENT dated as of the 9th of September,  1997, by and between  GulfWest
Oil  Company,  hereinafter  called  the  Employer,  and  Marshall  A. Smith III,
hereinafter called the Employee.


     1. Employment. Employer hereby employs the Employee and the Employee hereby
accepts employment upon the terms and conditions hereinafter set forth.


     2. Term. Subject to the provisions for termination as hereinafter provided,
the term of this Agreement shall be for a period of three (3) years,  commencing
on the effective date of this Agreement between Employer and Employee.


     3.  Compensation.  For all  services  rendered by the  Employee  under this
Agreement,  the  Employer  shall pay the  Employee  a base  salary  of  $125,000
increasing a minimum of 15% annually.


     4. Medical  Insurance.  The Employee shall be entitled to coverage pursuant
to the terms and  provisions  of  Employer's  Medical/Hospitalization  insurance
coverage and such other  prerequisites  as are generally  available to executive
employees of the Company.

 
     5.  Duties.  The  Employee  is engaged in an  executive  capacity  with the
Employer and shall be assigned to  supervise  and direct the  activities  of the
Employer  as well as to  maintain  the  public  relations  and good  will of the
Employer.  The precise services of the Employee may be specified or changed from
time to time at the direction of the Board of Directors of Employer.


     6.  Extent of  Services.  The  Employee  shall  devote as much of his time,
attention  and energies to the business of the Employer as shall be necessary in
the reasonable determination of the Board of Directors of Employer, to carry out
the duties and responsibilities  delegated to Employee by Employer, but Employee
shall not be precluded  from  engaging in other  business  activities so long as
such additional business  activities do not, in the reasonable  determination of
the Board of  Directors of Employer,  conflict  with the  interests of Employer,
whether  or not such  business  activity  is pursued  for gain,  profit or other
pecuniary advantages.

<PAGE>


     7. Disclosure of Information. Employee will make no unauthorized disclosure
of any Employer's trade secrets or confidential  information,  the disclosure of
which would be detrimental  to Employer.  In the event of a breach or threatened
breach by the Employee of the provisions of this  paragraph,  the Employer shall
be entitled to an  injunction  restraining  the Employee  from  disclosing  such
information,  in whole or in part, or from rendering any services to any person,
firm,  corporation,  association  or other entity to whom such  information,  in
whole or in part, has been  disclosed or is threatened to be disclosed.  Nothing
herein shall be construed as  prohibiting  the Employer  from pursuing any other
remedies  available  to the  Employer  for such  breach  or  threatened  breach,
including the recovery of damages from the Employee.


     8. Expenses.  The Employee is authorized to incur  reasonable  expenses for
promoting  the business of the  Employer,  including  expenses  for  automobile,
entertainment,  travel and  similar  items.  The  Employer  will  reimburse  the
Employee for all such expenses upon the presentation by the Employee,  from time
to time, of an itemized account of such expenditures.


     9.  Vacations.  The Employee  shall be entitled  each year to a vacation of
three (3) weeks during which time his compensation shall be paid in full.


     10. Disability. If the Employee is unable to perform his services by reason
of illness or incapacity for a continuous period of more than three months,  the
compensation otherwise payable to him shall cease during the continued period of
such illness or incapacity. The Employee's full compensation shall be reinstated
upon his return to employment  and the  discharge of his full duties  hereunder.
Notwithstanding  anything  herein to the contrary,  the Employer may  terminated
this  Agreement  at any  time  after  the  Employee  shall  be  absent  from his
employment,  for  whatever  cause,  for a  continuous  period of more than three
months,  and all obligation of the Employer  hereunder shall cease upon any such
termination.


     11. Death During  Employment.  If the Employee  dies during the term of his
employment,   the  Employer  shall  pay  to  the  estate  of  the  Employee  the
compensation  which would  otherwise be payable to the Employee up to the end of
the month in which the Employee's death occurs.


     12.  Restrictive  Covenant.  If the  Employee is  terminated  with cause or
leaves the employ of the Employer for any reason,  then for a period of one year
following such  termination by the Employer,  the Employee will not,  within any
geographical  area wherein  Employer  conducts its business,  engage directly or
indirectly,  own, manage,  operate,  control, be employed by, participate in, or
engage in any manner with the ownership,  management,  operation,  or control of
any business  entity whose primary  activity  includes the  exploration  for oil
and/or gas, or engaging  in any other  similar  business  which would in any way
compete  with  the  business  conducted  by the  Employer,  at the  time  of the
termination of said Employee.

<PAGE>

     13. Notices. Any notice of termination of the Agreement shall be sufficient
if in writing, and if sent by certified mail to his residence in the case of the
Employee, or to its principal offices in the case of the Employer.


     14.  Termination.  The  Employer  shall  have the  right to  terminate  the
employment of Employee at any time for cause.  As used herein,  the term "Cause"
is defined to mean (a)  willful  action  intended by the  Employee to  adversely
impact the Employer or (b) the  conviction  of Employee of a felony or any other
offense involving moral turpitude.  Employee may terminate this agreement at any
time by the giving of ninety (90) days' prior  written  notice to  Employer,  in
which case Employer shall be obligated to pay Employee all compensation  accrued
through the effective  date of the  termination of the  employment,  after which
neither party shall have any further rights or obligations except the obligation
of Employee described in paragraph 7 and 13 hereof.


     15.  Waiver  of  Breach.  The  waiver  by the  Employer  of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.


     16.  Assignment.  The rights and  obligations  of the  Employee  under this
Agreement  shall not be  assignable  without  the prior  written  consent of the
Employer, which consent may be withheld at the discretion of the Employer.


     17.  Attorney's  Fees.  If either  party  hereto is  required to retain the
services of legal counsel to enforce its rights hereunder,  the party prevailing
in any such  proceeding  shall be entitled to  reimbursement  of its  reasonable
legal expenses incurred.


     18.  Additional  Compensation  to  Employee  in the Event of the  Change of
Control  of the  Board of  Directors  of  Employer.  In the event of a change of
control,  the  Employee  will have the option to  continue as an employee of the
Company under the terms of the  Agreement or receive a lump-sum  cash  severance
payment  equal to 300% of his  annual  base  salary for the year  following  the
change of control,  it being  understood  by Employer  that  Employee  would not
otherwise  commit  to  provide  his  services  to  Employer  upon the  Terms and
conditions  set forth  herein.  Such  additional  sums shall be paid to Employee
within fifteen (15) business days from the written demand therefor by Employee.

     A "change of control" is defined  as: (i) an  acquisition  (other than from
the Company) by an individual,  entity or a group  (excluding  the Company,  its
subsidiaries,  a related employee benefit plan or a corporation the voting stock
of which is  beneficially  owned  following such  acquisition 50% or more by the
Company's  stockholders in substantially  the same proportions as their holdings
in the Company prior to such acquisition) of beneficial ownership

<PAGE>

of 20% or more of the Company's voting stock; (ii) a change in a majority of the
Board of  Directors  (excluding  any  persons  approved  by a vote of at least a
majority of the incumbent  Board other than in connection with a proxy contest);
(iii)  the  approval  by  the  stockholders  of  a  reorganization,   merger  or
consolidation (other than a reorganization, merger or consolidation in which all
or  substantially  all of the stockholders of the Company receive 50% or more of
the voting stock of the surviving  company);  or (iv) a complete  liquidation or
dissolution  of the  Company or the sale of all,  or  substantially  all, of its
assets.


     19. Entire Agreement.  This instrument contains the entire agreement of the
parties. It may not be changed orally but only by an agreement in writing signed
by the party against whom  enforcement or any waiver,  change,  modification  or
discharge is sought.


     IN WITNESS WHEREOF, the parties have executed this Agreement on the 9th day
of September, 1997.

                                       EMPLOYER:

                                       GULFWEST OIL COMPANY


                                       By:/s/John E. Loehr                      
                                       Name:   John E. Loehr                    
                                       Title: Chairman of the Board             


                                       EMPLOYEE:


                                       /s/Marshall A. Smith III                 



<PAGE>

                                                                EXHIBIT 10.10


                              EMPLOYMENT AGREEMENT



     AGREEMENT dated as of the 9th of September,  1997, by and between  GulfWest
Oil Company,  hereinafter  called the Employer,  and Jim C. Bigham,  hereinafter
called the Employee.


     1. Employment. Employer hereby employs the Employee and the Employee hereby
accepts employment upon the terms and conditions hereinafter set forth.


     2. Term. Subject to the provisions for termination as hereinafter provided,
the term of this Agreement shall be for a period of three (3) years,  commencing
on the effective date of this Agreement between Employer and Employee.


     3.  Compensation.  For all  services  rendered by the  Employee  under this
Agreement,  the  Employer  shall  pay the  Employee  a base  salary  of  $75,000
increasing a minimum of 15% annually.


     4. Medical  Insurance.  The Employee shall be entitled to coverage pursuant
to the terms and  provisions  of  Employer's  Medical/Hospitalization  insurance
coverage and such other  prerequisites  as are generally  available to executive
employees of the Company.

 
     5.  Duties.  The  Employee  is engaged in an  executive  capacity  with the
Employer and shall be assigned to  supervise  and direct the  activities  of the
Employer  as well as to  maintain  the  public  relations  and good  will of the
Employer.  The precise services of the Employee may be specified or changed from
time to time at the direction of the Board of Directors of Employer.


     6.  Extent of  Services.  The  Employee  shall  devote as much of his time,
attention  and energies to the business of the Employer as shall be necessary in
the reasonable determination of the Board of Directors of Employer, to carry out
the duties and responsibilities  delegated to Employee by Employer, but Employee
shall not be precluded  from  engaging in other  business  activities so long as
such additional business  activities do not, in the reasonable  determination of
the Board of  Directors of Employer,  conflict  with the  interests of Employer,
whether  or not such  business  activity  is pursued  for gain,  profit or other
pecuniary advantages.



<PAGE>

     7. Disclosure of Information. Employee will make no unauthorized disclosure
of any Employer's trade secrets or confidential  information,  the disclosure of
which would be detrimental  to Employer.  In the event of a breach or threatened
breach by the Employee of the provisions of this  paragraph,  the Employer shall
be entitled to an  injunction  restraining  the Employee  from  disclosing  such
information,  in whole or in part, or from rendering any services to any person,
firm,  corporation,  association  or other entity to whom such  information,  in
whole or in part, has been  disclosed or is threatened to be disclosed.  Nothing
herein shall be construed as  prohibiting  the Employer  from pursuing any other
remedies  available  to the  Employer  for such  breach  or  threatened  breach,
including the recovery of damages from the Employee.


     8. Expenses.  The Employee is authorized to incur  reasonable  expenses for
promoting  the business of the  Employer,  including  expenses  for  automobile,
entertainment,  travel and  similar  items.  The  Employer  will  reimburse  the
Employee for all such expenses upon the presentation by the Employee,  from time
to time, of an itemized account of such expenditures.


     9.  Vacations.  The Employee  shall be entitled  each year to a vacation of
three (3) weeks during which time his compensation shall be paid in full.


     10. Disability. If the Employee is unable to perform his services by reason
of illness or incapacity for a continuous period of more than three months,  the
compensation otherwise payable to him shall cease during the continued period of
such illness or incapacity. The Employee's full compensation shall be reinstated
upon his return to employment  and the  discharge of his full duties  hereunder.
Notwithstanding  anything  herein to the contrary,  the Employer may  terminated
this  Agreement  at any  time  after  the  Employee  shall  be  absent  from his
employment,  for  whatever  cause,  for a  continuous  period of more than three
months,  and all obligation of the Employer  hereunder shall cease upon any such
termination.


     11. Death During  Employment.  If the Employee  dies during the term of his
employment,   the  Employer  shall  pay  to  the  estate  of  the  Employee  the
compensation  which would  otherwise be payable to the Employee up to the end of
the month in which the Employee's death occurs.


     12.  Restrictive  Covenant.  If the  Employee is  terminated  with cause or
leaves the employ of the Employer for any reason,  then for a period of one year
following such  termination by the Employer,  the Employee will not,  within any
geographical  area wherein  Employer  conducts its business,  engage directly or
indirectly,  own, manage,  operate,  control, be employed by, participate in, or
engage in any manner with the ownership,  management,  operation,  or control of
any business  entity whose primary  activity  includes the  exploration  for oil
and/or gas, or engaging  in any other  similar  business  which would in any way
compete  with  the  business  conducted  by the  Employer,  at the  time  of the
termination of said Employee.

<PAGE>

     13. Notices. Any notice of termination of the Agreement shall be sufficient
if in writing, and if sent by certified mail to his residence in the case of the
Employee, or to its principal offices in the case of the Employer.


     14.  Termination.  The  Employer  shall  have the  right to  terminate  the
employment of Employee at any time for cause.  As used herein,  the term "Cause"
is defined to mean (a)  willful  action  intended by the  Employee to  adversely
impact the Employer or (b) the  conviction  of Employee of a felony or any other
offense involving moral turpitude.  Employee may terminate this agreement at any
time by the giving of ninety (90) days' prior  written  notice to  Employer,  in
which case Employer shall be obligated to pay Employee all compensation  accrued
through the effective  date of the  termination of the  employment,  after which
neither party shall have any further rights or obligations except the obligation
of Employee described in paragraph 7 and 13 hereof.


     15.  Waiver  of  Breach.  The  waiver  by the  Employer  of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.


     16.  Assignment.  The rights and  obligations  of the  Employee  under this
Agreement  shall not be  assignable  without  the prior  written  consent of the
Employer, which consent may be withheld at the discretion of the Employer.


     17.  Attorney's  Fees.  If either  party  hereto is  required to retain the
services of legal counsel to enforce its rights hereunder,  the party prevailing
in any such  proceeding  shall be entitled to  reimbursement  of its  reasonable
legal expenses incurred.


     18.  Additional  Compensation  to  Employee  in the Event of the  Change of
Control  of the  Board of  Directors  of  Employer.  In the event of a change of
control,  the  Employee  will have the option to  continue as an employee of the
Company under the terms of the  Agreement or receive a lump-sum  cash  severance
payment  equal to 300% of his  annual  base  salary for the year  following  the
change of control,  it being  understood  by Employer  that  Employee  would not
otherwise  commit  to  provide  his  services  to  Employer  upon the  Terms and
conditions  set forth  herein.  Such  additional  sums shall be paid to Employee
within fifteen (15) business days from the written demand therefor by Employee.

     A "change of control" is defined  as: (i) an  acquisition  (other than from
the Company) by an individual,  entity or a group  (excluding  the Company,  its
subsidiaries,  a related employee benefit plan or a corporation the voting stock
of which is  beneficially  owned  following such  acquisition 50% or more by the
Company's  stockholders in substantially  the same proportions as their holdings
in the Company prior to such acquisition) of beneficial ownership
<PAGE>


of 20% or more of the Company's voting stock; (ii) a change in a majority of the
Board of  Directors  (excluding  any  persons  approved  by a vote of at least a
majority of the incumbent  Board other than in connection with a proxy contest);
(iii)  the  approval  by  the  stockholders  of  a  reorganization,   merger  or
consolidation (other than a reorganization, merger or consolidation in which all
or  substantially  all of the stockholders of the Company receive 50% or more of
the voting stock of the surviving  company);  or (iv) a complete  liquidation or
dissolution  of the  Company or the sale of all,  or  substantially  all, of its
assets.


     19. Entire Agreement.  This instrument contains the entire agreement of the
parties. It may not be changed orally but only by an agreement in writing signed
by the party against whom  enforcement or any waiver,  change,  modification  or
discharge is sought.


     IN WITNESS WHEREOF, the parties have executed this Agreement on the 9th day
of September, 1997.

                                 EMPLOYER:

                                 GULFWEST OIL COMPANY


                                 By:/s/Marshall A. Smith III                    
                                 Name: Marshall A. Smith III                    
                                 Title: President                               


                                  EMPLOYEE:


                                  /s/Jim C. Bigham                             



<PAGE>

                                                               EXHIBIT 10.11


                              EMPLOYMENT AGREEMENT



     AGREEMENT dated as of the 9th of September,  1997, by and between  GulfWest
Oil Company,  hereinafter called the Employer, and Richard L. Creel, hereinafter
called the Employee.


     1. Employment. Employer hereby employs the Employee and the Employee hereby
accepts employment upon the terms and conditions hereinafter set forth.


     2. Term. Subject to the provisions for termination as hereinafter provided,
the term of this Agreement shall be for a period of three (3) years,  commencing
on the effective date of this Agreement between Employer and Employee.


     3.  Compensation.  For all  services  rendered by the  Employee  under this
Agreement,  the  Employer  shall  pay the  Employee  a base  salary  of  $50,000
increasing a minimum of 15% annually.


     4. Medical  Insurance.  The Employee shall be entitled to coverage pursuant
to the terms and  provisions  of  Employer's  Medical/Hospitalization  insurance
coverage and such other  prerequisites  as are generally  available to executive
employees of the Company.

 
     5.  Duties.  The  Employee  is engaged in an  executive  capacity  with the
Employer and shall be assigned to  supervise  and direct the  activities  of the
Employer  as well as to  maintain  the  public  relations  and good  will of the
Employer.  The precise services of the Employee may be specified or changed from
time to time at the direction of the Board of Directors of Employer.


     6.  Extent of  Services.  The  Employee  shall  devote as much of his time,
attention  and energies to the business of the Employer as shall be necessary in
the reasonable determination of the Board of Directors of Employer, to carry out
the duties and responsibilities  delegated to Employee by Employer, but Employee
shall not be precluded  from  engaging in other  business  activities so long as
such additional business  activities do not, in the reasonable  determination of
the Board of  Directors of Employer,  conflict  with the  interests of Employer,
whether  or not such  business  activity  is pursued  for gain,  profit or other
pecuniary advantages.


<PAGE>

     7. Disclosure of Information. Employee will make no unauthorized disclosure
of any Employer's trade secrets or confidential  information,  the disclosure of
which would be detrimental  to Employer.  In the event of a breach or threatened
breach by the Employee of the provisions of this  paragraph,  the Employer shall
be entitled to an  injunction  restraining  the Employee  from  disclosing  such
information,  in whole or in part, or from rendering any services to any person,
firm,  corporation,  association  or other entity to whom such  information,  in
whole or in part, has been  disclosed or is threatened to be disclosed.  Nothing
herein shall be construed as  prohibiting  the Employer  from pursuing any other
remedies  available  to the  Employer  for such  breach  or  threatened  breach,
including the recovery of damages from the Employee.


     8. Expenses.  The Employee is authorized to incur  reasonable  expenses for
promoting  the business of the  Employer,  including  expenses  for  automobile,
entertainment,  travel and  similar  items.  The  Employer  will  reimburse  the
Employee for all such expenses upon the presentation by the Employee,  from time
to time, of an itemized account of such expenditures.


     9.  Vacations.  The Employee  shall be entitled  each year to a vacation of
three (3) weeks during which time his compensation shall be paid in full.


     10. Disability. If the Employee is unable to perform his services by reason
of illness or incapacity for a continuous period of more than three months,  the
compensation otherwise payable to him shall cease during the continued period of
such illness or incapacity. The Employee's full compensation shall be reinstated
upon his return to employment  and the  discharge of his full duties  hereunder.
Notwithstanding  anything  herein to the contrary,  the Employer may  terminated
this  Agreement  at any  time  after  the  Employee  shall  be  absent  from his
employment,  for  whatever  cause,  for a  continuous  period of more than three
months,  and all obligation of the Employer  hereunder shall cease upon any such
termination.


     11. Death During  Employment.  If the Employee  dies during the term of his
employment,   the  Employer  shall  pay  to  the  estate  of  the  Employee  the
compensation  which would  otherwise be payable to the Employee up to the end of
the month in which the Employee's death occurs.


     12.  Restrictive  Covenant.  If the  Employee is  terminated  with cause or
leaves the employ of the Employer for any reason,  then for a period of one year
following such  termination by the Employer,  the Employee will not,  within any
geographical  area wherein  Employer  conducts its business,  engage directly or
indirectly,  own, manage,  operate,  control, be employed by, participate in, or
engage in any manner with the ownership,  management,  operation,  or control of
any business  entity whose primary  activity  includes the  exploration  for oil
and/or gas, or engaging  in any other  similar  business  which would in any way
compete  with  the  business  conducted  by the  Employer,  at the  time  of the
termination of said Employee.


     13. Notices. Any notice of termination of the Agreement shall be sufficient
if in writing, and if sent by certified mail to his residence in the case of the
Employee, or to its principal offices in the case of the Employer.


     14.  Termination.  The  Employer  shall  have the  right to  terminate  the
employment of Employee at any time for cause.  As used herein,  the term "Cause"
is defined to mean (a)  willful  action  intended by the  Employee to  adversely
impact the Employer or (b) the  conviction  of Employee of a felony or any other
offense involving moral turpitude.  Employee may terminate this agreement at any
time by the giving of ninety (90) days' prior  written  notice to  Employer,  in
which case Employer shall be obligated to pay Employee all compensation  accrued
through the effective  date of the  termination of the  employment,  after which
neither party shall have any further rights or obligations except the obligation
of Employee described in paragraph 7 and 13 hereof.


     15.  Waiver  of  Breach.  The  waiver  by the  Employer  of a breach of any
provision of this Agreement by the Employee shall not operate or be construed as
a waiver of any subsequent breach by the Employee.


     16.  Assignment.  The rights and  obligations  of the  Employee  under this
Agreement  shall not be  assignable  without  the prior  written  consent of the
Employer, which consent may be withheld at the discretion of the Employer.


     17.  Attorney's  Fees.  If either  party  hereto is  required to retain the
services of legal counsel to enforce its rights hereunder,  the party prevailing
in any such  proceeding  shall be entitled to  reimbursement  of its  reasonable
legal expenses incurred.


     18.  Additional  Compensation  to  Employee  in the Event of the  Change of
Control  of the  Board of  Directors  of  Employer.  In the event of a change of
control,  the  Employee  will have the option to  continue as an employee of the
Company under the terms of the  Agreement or receive a lump-sum  cash  severance
payment  equal to 300% of his  annual  base  salary for the year  following  the
change of control,  it being  understood  by Employer  that  Employee  would not
otherwise  commit  to  provide  his  services  to  Employer  upon the  Terms and
conditions  set forth  herein.  Such  additional  sums shall be paid to Employee
within fifteen (15) business days from the written demand therefor by Employee.

     A "change of control" is defined  as: (i) an  acquisition  (other than from
the Company) by an individual,  entity or a group  (excluding  the Company,  its
subsidiaries,  a related employee benefit plan or a corporation the voting stock
of which is  beneficially  owned  following such  acquisition 50% or more by the
Company's  stockholders in substantially  the same proportions as their holdings
in the Company prior to such acquisition) of beneficial ownership
<PAGE>

of 20% or more of the Company's voting stock; (ii) a change in a majority of the
Board of  Directors  (excluding  any  persons  approved  by a vote of at least a
majority of the incumbent  Board other than in connection with a proxy contest);
(iii)  the  approval  by  the  stockholders  of  a  reorganization,   merger  or
consolidation (other than a reorganization, merger or consolidation in which all
or  substantially  all of the stockholders of the Company receive 50% or more of
the voting stock of the surviving  company);  or (iv) a complete  liquidation or
dissolution  of the  Company or the sale of all,  or  substantially  all, of its
assets.


     19. Entire Agreement.  This instrument contains the entire agreement of the
parties. It may not be changed orally but only by an agreement in writing signed
by the party against whom  enforcement or any waiver,  change,  modification  or
discharge is sought.


     IN WITNESS WHEREOF, the parties have executed this Agreement on the 9th day
of September, 1997.

                                 EMPLOYER:

                                 GULFWEST OIL COMPANY


                                 By:/s/Marshall A. Smith III                   
                                 Name: Marshall A. Smith III                   
                                 Title: President                              



                                 EMPLOYEE:


                                 /s/Richard L. Creel