EXHIBIT 4.8

                                                 LETTER AGREEMENT

                                                 February 28, 2005

J. Virgil Waggoner
480 North Sam Parkway East
Suite 300
Houston, Texas  77060


Mr. Waggoner:

We  understand  that you desire to exchange your 3,000 shares Series A Preferred
Stock,  par value $0.01 per share,  of GulfWest Oil & Gas Company (the "SERIES A
PREFERRED STOCK"), for 3,000 shares of Series H Preferred Convertible Stock, par
value $0.01 per share, of GulfWest Energy Inc. (the "SERIES H PREFERRED STOCK"),
as provided for in the Statement of Resolution for the Series A Preferred Stock,
as amended or as proposed to be amended.  We  understand  that you are executing
and delivering  the Omnibus and Release  Agreement as required by such Statement
of  Resolution  which,  among  other  things,  provides  for a release of claims
against  various persons and entities and restricts the transfer of the Series H
Preferred Stock to be received in such exchange. However, you are also executing
and delivering a Share Transfer Restriction Agreement which would also contain a
release  of claims  and  subject  your  shares of  Series H  Preferred  Stock to
transfer restrictions.

Based on and in  consideration  of the  foregoing and our rights under the Share
Transfer  Restriction  Agreement and related  irrevocable Proxy, we hereby waive
any rights we may have under the  Omnibus and Release  Agreement  under  SECTION
3(D) (RESTRICTIONS ON TRANSFER), SECTION 4 (RIGHT OF FIRST REFUSAL), and SECTION
7  (RELEASE).  Further,  in the event of a conflict  between the Share  Transfer
Restriction  Agreement  and Omnibus and Release  Agreement,  the Share  Transfer
Restriction Agreement shall control. In addition,  you agree to waive any rights
under SECTION 8 (PIGGYBACK REGISTRATION RIGHTS).

If you agree with the foregoing, please sign below.

                                             [signature pages follow]


<PAGE>


                                             [GulfWest Signature Page]

                                             Sincerely,


                                             GULFWEST ENERGY INC.

                                             By: /S/THOMAS KAETZER
                                             ------------------------------
                                             Name: Thomas Kaetzer
                                             Title: President


                                             GULFWEST OIL & GAS COMPANY

                                             By: /S/ THOMAS KAETZER
                                             ------------------------------
                                             Name: Thomas Kaetzer
                                             Title: President




<PAGE>

                                           [Oaktree Signature Pages]

                                           AGREED AND ACKNOWLEDGED:

                                           OCM GW HOLDINGS, LLC

                                           By: OCM Principal Opportunities
                                           Fund III, L.P., its managing member

                                           By: OCM Principal Opportunities
                                           Fund III GP, LLC, its general partner

                                           By: Oaktree Capital Management,
                                           LLC, its managing member

                                           By: /S/ STEPHEN A. KAPLAN
                                           -------------------------------------
                                           Name: Stephen A. Kaplan
                                           Title: Principal

                                           OCM PRINCIPAL
                                           OPPORTUNITIES FUND III, L.P.

                                           By: OCM Principal Opportunities
                                           Fund III GP, LLC, its general partner

                                           By: Oaktree Capital Management,
                                           LLC, its managing member

                                           By: /S/ STEPHEN A. KAPLAN
                                           -------------------------------------
                                           Name: Stephen A. Kaplan
                                           Title: President


                                           OCM PRINCIPAL
                                           OPPORTUNITIES FUND III GP, LLC

                                           By: Oaktree Capital Management,
                                           LLC, its managing member

                                           By: /S/ STEPHEN A. KAPLAN
                                           -------------------------------------
                                           Name: Stephen A. Kaplan
                                           Title: Principal



<PAGE>





                                           OAKTREE CAPITAL
                                           MANAGEMENT, LLC

                                           By: /S/ STEPHEN A. KAPLAN
                                           -------------------------------------
                                           Name: Stephen A. Kaplan
                                           Title: Principal


<PAGE>



                                           [Waggoner Signature Page]

                                           AGREED AND ACKNOWLEDGED:


                                           /S/ J. VIRGIL WAGGONER
                                           -------------------------------------
                                           J. Virgil Waggoner