EXHIBIT 4.7

                               EXCHANGE AGREEMENT

         This Exchange  Agreement (this "AGREEMENT") is dated as of the 28th day
of February, 2005, and is between GulfWest Energy Inc., a Texas corporation (the
"PARENT") and GulfWest Oil & Gas Company, a Texas corporation (the "COMPANY").

                                    RECITALS

         WHEREAS,  the  Company  has 7,950  outstanding  shares of its  Series A
Cumulative  Exchangeable  Preferred  Stock,  par  value  $0.01  per  share  (the
"PREFERRED STOCK"); and

         WHEREAS,  the  Company  and the  holders  of the  Preferred  Stock have
amended its terms to provide that shares of the Preferred  Stock are convertible
into shares of Series H Convertible  Preferred Stock, par value $0.01 per share,
of Parent (the "SERIES H PREFERRED STOCK"); and

         WHEREAS, Parent desires that shares of the Preferred Stock be converted
into shares of the Series H Preferred Stock; and

         WHEREAS,  as a condition to issuing the Series H Preferred  Stock,  the
holders of  preferred  stock would be required to execute an Omnibus and Release
Agreement (the OMNIBUS  AGREEMENT"),  attached as an exhibit to the Statement of
Resolution governing the Series H Preferred Stock; and

         WHEREAS,  to the extent a holder of Preferred  Stock did not execute an
Omnibus  Agreement,  such holder's  shares of Preferred Stock would be exchanged
for Class A Common Stock of the Company ("COMMON STOCK").

         NOW, THEREFORE, in consideration of the representations,  covenants and
agreement  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

         1. EXCHANGE.  The Parent hereby agrees to exchange the Preferred  Stock
for its Series H Preferred Stock or Common Stock,  as applicable,  in accordance
with the terms of the  Statement  of  Resolution,  as  amended  pursuant  to the
amendment attached as EXHIBIT A (as so amended,  the "STATEMENT OF RESOLUTION").
The  shares  of Series H  Preferred  Stock and  Common  Stock to be issued  upon
exchange (the  "EXCHANGE  SHARES") shall be issued by the Parent once the holder
of Preferred  Stock to be exchanged  tenders the  certificates  evidencing  such
shares of Preferred Stock to the Company for cancellation.

         2. EXERCISE PRICE.  Each share of Preferred Stock shall be exchangeable
into  either (a) one share of Series H  Preferred  Stock or (ii) that  number of
shares of Common Stock contemplated by the Statement of Resolution.

         3.  DELIVERY OF STOCK  CERTIFICATES  ON  EXCHANGE.  The exchange of the
Preferred  Stock shall be deemed to have been  effected at such time or times as
set forth in the Statement of Resolution. At such time, the person or persons in
whose name or names any certificate or certificates for Exchange Shares shall be
issued upon such  exchange  shall be deemed to have become the holder or holders
of  record  of  the  shares  of the  applicable  Exchange  Shares.  As  soon  as
practicable  after the exchange of Preferred Stock for Exchange  Shares,  and in
any event within ten days thereafter,  the Parent at its expense  (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of, and delivered to the exchanging  holder,  a certificate or certificates  for
the number of fully paid and nonassessable  Exchange Shares to which such holder
shall be  entitled  upon such  exchange.  Unless the  Exchange  Shares have been
registered under the Securities Act of 1933, such securities, when issued, shall
have the appropriate legend, in addition,  in the case of the Series H Preferred
Stock, such certificate shall bear a legend noting that the Series is subject to
the Omnibus and Release Agreement.


<PAGE>

         4.  NOTICES.  Any notice,  consent or other  communication  to be given
under this  Agreement  by any party to any other  party  shall be in writing and
shall be either (a) personally delivered,  (b) mailed by registered or certified
mail, postage prepaid with return receipt requested,  (c) delivered by overnight
express delivery service or same-day local courier service,  or (d) delivered by
telex or facsimile transmission, as follows:

         If to the Parent or Company                 GulfWest Energy Inc. or
                                                     GulfWest Oil & Gas Company
                                                     480 N. Sam Houston Parkway
                                                     East Suite 300
                                                     Houston, Texas 77060
                                                     Attn: President
                                                     Fax: (281) 260-8488

or at such other  address as may be  designated by the parties from time to time
in accordance with this Section 4. Notices  delivered  personally,  by overnight
express delivery service or by local courier service shall be deemed given as of
actual  receipt.  Mailed  notices shall be deemed given five business days after
mailing.  Notices delivered by telex or facsimile  transmission  shall be deemed
given upon receipt by the sender of the  answerback  (in the case of a telex) or
transmission confirmation (in the case of a facsimile transmission).

         5.  AMENDMENTS  AND  WAIVERS.  This  Agreement  may be amended  and the
observance  of any term  may be  waived  (either  generally  or in a  particular
instance and either retroactively or prospectively) only by written agreement of
the Parent and the Company.

         6. GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be governed
by and  construed  under  the  laws of the  State  of Texas  without  regard  to
principles  of  conflict  of  laws.  The  parties  irrevocably  consent  to  the
jurisdiction and venue of the state and federal courts located in Houston, Texas
in connection with any action relating to this Agreement.

         7.  SEVERABILITY.  If one or more provisions of this Agreement are held
to be unenforceable  under applicable law, such provision shall be excluded from
this  Agreement,  and the balance of this  Agreement  shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance  with its
terms.


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<PAGE>

         8. ENTIRE  AGREEMENT;  COUNTERPARTS.  This  Agreement  constitutes  the
entire agreement  between the parties about its subject and supersedes all prior
agreements.  This Agreement may be executed in two or more  counterparts,  which
together shall constitute one instrument.

         9.  CAPTIONS;  REFERENCES.  The  captions  in  this  Agreement  are for
convenience of reference only and shall not limit or otherwise affect any of the
terms or provisions  hereof.  Wherever the context  shall so require,  all words
herein  in the male  gender  shall be  deemed to  include  the  female or neuter
gender,  all singular words shall include the plural, and all plural words shall
include the singular.

10. THIRD PARTY  BENEFICIARIES.  The holders of the Preferred Stock shall be the
express third party beneficiaries of this Agreement.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first above written.


                                         PARENT:

                                         GULFWEST ENERGY INC.


                                         By: /S/ JOHN E. LOEHR
                                         ------------------------
                                         Its: CEO



                                         COMPANY:

                                         GULFWEST OIL & GAS COMPANY


                                         By: /S/ JOHN E. LOEHR
                                         ------------------------
                                         Its: CEO


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