EXHIBIT 4.4

                          OMNIBUS AND RELEASE AGREEMENT

         This  OMNIBUS  AND RELEASE  AGREEMENT  (the  "AGREEMENT"),  dated as of
February 28, 2005, is entered into by and among OCM GW Holdings, LLC, a Delaware
limited   liability  company   ("HOLDINGS"),   GulfWest  Energy  Inc.,  a  Texas
corporation (the "COMPANY"),  and those Shareholders of the Company set forth on
the  signature  page  hereto  (each  a  "SHAREHOLDER"   and   collectively   the
"SHAREHOLDERS").

                                    RECITALS

         A. Holdings and the Company have entered into a Subscription  Agreement
of even date herewith (the "SUBSCRIPTION AGREEMENT"), pursuant to which Holdings
has agreed to  purchase  81,000  shares of the  Company's  Series G  Convertible
Preferred Stock, par value $0.01 per share (the "SERIES G PREFERRED STOCK").

         B. As of the date hereof,  the  Shareholders  are the record owners and
Beneficial  Owners of that  number of shares of Series H  Convertible  Preferred
Stock, par value $0.01 per share, as set forth in SCHEDULE I.

         C. As a condition  to its  willingness  to enter into the  Subscription
Agreement,  Holdings has required  that each  Shareholder  agree,  and to induce
Holdings to enter into the Subscription  Agreement,  each Shareholder is willing
to agree,  to,  among  other  things,  the  release of the  certain  persons and
entities and  restrictions on the disposition of their H Shares (as defined) and
Common Stock as set forth herein.

         D.  The  Company  is  granting  certain   registration  rights  to  the
Shareholders.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
covenants,  agreements,  representations  and warranties herein  contained,  and
intending to be legally bound hereby, Holdings and the Shareholders hereby agree
as follows:

         1. DEFINITIONS. Undefined capitalized terms in this Agreement are
defined in the Subscription Agreement. For purposes of this Agreement:

                  (a)  "BENEFICIALLY  OWN,"  "BENEFICIAL  OWNER" or  "BENEFICIAL
         OWNERSHIP" with respect to any securities  means having voting power or
         investment  power  with  respect  to  such  securities  (as  determined
         pursuant to Rule 13d-3(a) under the Exchange Act),  including  pursuant
         to any  agreement,  arrangement  or  understanding,  whether  or not in
         writing.

                  (b) "BONA  FIDE  OFFER"  means any bona fide  offer to acquire
         shares of H Shares  (whether  in the form of a purchase  of shares of H
         Shares,   merger,   consolidation,   exchange,   business  combination,
         recapitalization  or otherwise)  made by an unrelated  Person which has
         the demonstrable financial ability to consummate such a transaction.





                                      B-1
<PAGE>


                  (c) "H  SHARES"  means  shares  of the  Series  H  Convertible
         Preferred  Stock of the  Company,  par  value  $.001.  References  to a
         person's or entity's H Shares shall  include any H Shares  Beneficially
         Owned by such  Shareholder  or any H Shares  acquired by a  Shareholder
         after the date hereof  without  any  further  action on the part of the
         Shareholders or Holdings, including acquisitions: (i) by purchase or by
         any  other  means  of  acquiring  Beneficial  Ownership;  and  (ii)  in
         connection with any stock dividend and distribution and any shares into
         which or for which  any or all of the  Series H  Convertible  Preferred
         Stock (or any class  thereof)  may be  changed or  exchanged  as may be
         appropriate  to reflect  any stock  dividend  or  distribution,  or any
         change  in the  Series H  Convertible  Preferred  Stock  (or any  class
         thereof)  by reason  of any  split-up,  recapitalization,  combination,
         exchange of shares or the like.

                  (d) "OAKTREE PARTIES" means Oaktree Capital  Management,  LLC,
         Holdings,  OCM Principal  Opportunities  Fund III,  L.P., OCM Principal
         Opportunities  Fund IIIA, L.P. and each of their  respective  Permitted
         Transferees and affiliates.

                  (e) "PERMITTED  TRANSFEREE"  means,  with respect to a Person,
         (i) any general partner or managing member of such Person,  or (ii) any
         partnership,    limited   partnership,   limited   liability   company,
         corporation  or other  entity  organized,  formed or  incorporated  and
         managed or controlled by such Person,  its general  partner or managing
         member as a vehicle for purposes of making investments.

         2. NO OWNERSHIP  INTEREST.  Nothing contained in this Agreement will be
deemed to vest in Holdings  any direct or indirect  ownership  or  incidents  of
ownership  of or  with  respect  to  securities  of the  Company  of  which  any
Shareholder  is a record owner or Beneficial  Owner.  All rights,  ownership and
economic  benefits of and relating to such  securities will remain and belong to
such  Shareholder,  and  Holdings  will have no  authority  to  manage,  direct,
superintend,  restrict,  regulate,  govern or administer  any of the policies or
operations  of  Company  or  exercise  any power or  authority  to  direct  such
Shareholder  in the  voting  of any of  such  securities,  except  as  otherwise
expressly provided herein.

         3. COVENANTS,  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. Each
Shareholder hereby represents,  warrants and covenants to Company, severally and
not jointly, as follows:

                  (a) OWNERSHIP.  As of the date hereof, such Shareholder is the
         record  owner  and  Beneficial  Owner  of  the  number  of  issued  and
         outstanding  H Shares  set forth in  SCHEDULE  I with  respect  to such
         Shareholder.  Except as  contemplated  by SECTION  9(I) with respect to
         such Shareholder's  spouse, if any, such Shareholder has the sole power
         to agree to all of the  matters  set forth in this  Agreement,  in each
         case with respect to all H Shares, with no limitations,  qualifications
         or restrictions on such rights,  subject to applicable  securities laws
         and the terms of this Agreement.

                  (b)  POWER;  BINDING  AGREEMENT.  If  such  Shareholder  is an
         individual,   such  Shareholder  has  the  legal  capacity,  power  and
         authority  to  enter  into  and  perform  all  of  such   Shareholder's
         obligations under this Agreement.  If such Shareholder is an entity, it
         is an entity duly organized, created or formed, validly existing and in
         good  standing  under  the laws of its  jurisdiction  of  organization,
         creation or formation,  such Shareholder has the power and authority to
         perform all of such Shareholder's  obligations under the Agreement, and
         the  performance of all of such  Shareholder's  obligations  under this
         Agreement  have been duly  authorized by all requisite  entity  action.
         This Agreement has been duly and validly executed and delivered by such
         Shareholder  and  constitutes  a valid and  binding  agreement  of such
         Shareholder,  enforceable  against such  Shareholder in accordance with
         its terms (except as such  enforceability  may be limited by applicable
         bankruptcy,  insolvency,   reorganization  or  similar  laws  affecting
         creditors' rights generally and by general equitable principles). There
         is no beneficiary or Shareholder of a voting trust certificate or other
         interest  of any  trust of which  such  Shareholder  is  trustee  whose
         consent is required for the execution and delivery of this Agreement or
         the consummation by such  Shareholder of the transactions  contemplated
         hereby.


                                      B-2
<PAGE>

                  (c) NO CONFLICTS. As of the date of this Agreement, except for
         filings under the Exchange Act, if  applicable,  no filing with, and no
         permit,  authorization,  consent or  approval  of, any state or federal
         public  body  or  authority  is  necessary  for the  execution  of this
         Agreement by such  Shareholder and the consummation by such Shareholder
         of the transactions  contemplated hereby, and none of the execution and
         delivery of this Agreement by such  Shareholder,  the  consummation  by
         such Shareholder of the transactions  contemplated hereby or compliance
         by such Shareholder  with any of the provisions  hereof will (i) result
         in a violation or breach of, or constitute  (with or without  notice or
         lapse of time or both) a default (or give rise to any third party right
         of termination,  cancellation,  material  modification or acceleration)
         under any of the terms,  conditions or  provisions  of any note,  bond,
         mortgage,  indenture,  license,  contract,   commitment,   arrangement,
         understanding,  agreement or other instrument or obligation of any kind
         to which such  Shareholder  is a party or by which such  Shareholder or
         any of such  Shareholder's  properties  or assets  may be  bound,  (ii)
         require any consent,  authorization or approval of any person or entity
         or (iii) violate any order, writ, injunction,  decree, judgment, order,
         statute,  rule or regulation  applicable to such  Shareholder  or any H
         Shares.

                  (d) RESTRICTION ON TRANSFERS. Except as otherwise contemplated
         by this Agreement, such Shareholder will not:

                           (i) from and  after  the date of this  Agreement  and
                  ending at such time as such  Shareholder no longer is a record
                  owner  or  Beneficial  Owner  of  any H  Shares,  directly  or
                  indirectly,  enter into any swap, option,  future,  forward or
                  other similar  agreement that transfers,  in whole or in part,
                  any of the economic  consequences of ownership of any H Shares
                  or the Company's  Class A Common  Stock,  par value $0.001 per
                  share (the "COMMON STOCK") (the "COVERED SECURITIES"), whether
                  any such  transaction  is to be  settled  by  delivery  of any
                  security, in cash or otherwise;  PROVIDED,  HOWEVER, that such
                  Shareholder  may sell shares of Common Stock to the extent not
                  prohibited by the foregoing;

                                      B-3
<PAGE>

                           (ii) from and after  the date of this  Agreement  and
                  until the second  anniversary of the date hereof,  directly or
                  indirectly  without  the  written  consent of  Holdings,  with
                  respect to any H Shares,  offer for sale,  sell,  announce the
                  intention to sell, transfer,  tender, pledge, encumber, assign
                  or otherwise dispose of, or enter into any contract, option or
                  other  arrangement  or  understanding  with  respect to, any H
                  Shares,  or  consent  to the offer for sale,  sale,  transfer,
                  tender, pledge,  encumbrance,  assignment or other disposition
                  of, any H Shares, including pursuant to a Bona Fide Offer;

                           (iii)  enter  into  any   agreement  or   arrangement
                  providing  for any of the actions  described  in clause (i) or
                  (ii) above until  expiration of the applicable time period set
                  forth therein;

                           (iv)  take  any  action  that  would   reasonably  be
                  expected to have the effect of  preventing  or disabling  such
                  Shareholder  from  performing such  Shareholder's  obligations
                  under this Agreement; or

                           (v)  request  that  Company   register  the  transfer
                  (book-entry or otherwise) of any certificate or uncertificated
                  interest  representing  any H Shares,  or  Common  Stock to be
                  delivered pursuant to a transaction in violation of clause (i)
                  above, except as otherwise contemplated hereby.

                  (e) STOP  TRANSFER  ORDER.  Each  Shareholder  consents to the
         entry of a stop  transfer  order with the  transfer  agent or agents of
         Company's  securities  against  the  transfer of such  Shareholder's  H
         Shares except in compliance  with this  Agreement or, if the Company is
         its own transfer  agent with  respect to any H Shares or Common  Stock,
         refusal by the Company to transfer any such H Shares or Common Stock to
         be delivered pursuant to a transaction in violation of SECTION 3(D)(I),
         except in compliance with this Agreement.

                  (f)  FURTHER  ASSURANCES.  From  time to  time,  at  Holding's
         reasonable request and without further consideration,  such Shareholder
         will perform such further acts and execute and deliver such  additional
         documents  as may be necessary  or  desirable  to  consummate  and make
         effective, in the most expeditious manner practicable, the transactions
         contemplated by this Agreement.

         4. RIGHT OF FIRST REFUSAL.

                  (a) Subject to the terms and  conditions in this SECTION 4, on
         and  after  the  second  anniversary  of the date the  first H Share is
         issued  to such  Shareholder  (immediately  following  the lapse of the
         restrictions set forth in SECTION  3(D)(II)),  each Shareholder  hereby
         grants to Holdings (or such Oaktree Party  designated by Holdings) (the
         "RIGHTS  SHAREHOLDER")  a right of first refusal with respect to offers
         to purchase its H Shares.

                  (b) Each  time  each  such  Shareholder  receives  a Bona Fide
         Offer, such Shareholder (the "RFR SELLING  SHAREHOLDER") will allow the
         Rights  Shareholder  to purchase such H Shares subject to the Bona Fide
         Offer  (the "RFR  CAPITAL  STOCK")  in  accordance  with the  following
         provisions:

                                      B-4
<PAGE>

                           (i) Such RFR  Selling  Shareholder  shall  deliver  a
                  notice by  certified  mail (the "OFFER  NOTICE") to the Rights
                  Shareholder  stating (i) it has received  from a third party a
                  bona fide offer to acquire  such RFR Capital  Stock,  (ii) the
                  number of shares of RFR Capital Stock  proposed to be acquired
                  by such third party,  and (iii) the per share price and terms,
                  if any,  upon which such third party  proposes to acquire such
                  RFR Capital Stock.

                           (ii)  By  written  notification  received  by the RFR
                  Selling  Shareholder  within 20 days after giving of the Offer
                  Notice (the "OFFER PERIOD"),  the Rights Shareholder may elect
                  to purchase or obtain, at the price and on the terms specified
                  in the  Offer  Notice,  up to that  number  of  shares  of RFR
                  Capital  Stock as that  proposed to be  acquired  from the RFR
                  Selling Shareholder and set forth in the Offer Notice.

                           (iii) In the  notice of  election  made by the Rights
                  Shareholder  pursuant  to  paragraph  (ii)  above,  the Rights
                  Shareholder  shall state whether it has agreed to purchase all
                  the RFR Capital  Stock set forth  therein or a lesser  number,
                  and if a lesser number, how many shares.

                           (iv) Any notice by the Rights Shareholder to purchase
                  RFR Capital  Stock shall be binding on the Rights  Shareholder
                  except to the extent otherwise provided in this SECTION 4.

                           (v) With respect to those shares of RFR Capital Stock
                  that are not subscribed by the Rights Shareholder, (a) the RFR
                  Selling   Shareholder   shall  have  60  days   following  the
                  expiration  of the  Offer  Period  to  sell or  enter  into an
                  agreement  to sell such RFR  Capital  Stock to the third party
                  that so offered to purchase  such RFR Capital Stock at a price
                  not less than,  and upon terms no more favorable to such third
                  party than those  specified  in the Offer  Notice,  (b) if the
                  Rights  Shareholder  has  exercised its right to purchase less
                  than all RFR Capital Stock pursuant to this SECTION 4 it shall
                  not be obligated to consummate  such purchase unless and until
                  any  remaining  shares of RFR  Capital  Stock set forth in the
                  Offer  Notice  not  elected  to be  purchased  by  the  Rights
                  Shareholder  have actually  been sold in  accordance  with the
                  terms set forth in the Offer Notice,  in which event a closing
                  with respect to both the  purchase by such Rights  Shareholder
                  and such third party shall occur  simultaneously,  and (c) the
                  proposed  third party  transferee  must agree in writing to be
                  bound by the  terms  and  provisions  of this  Agreement  as a
                  Shareholder.  If the  Company  does not sell such RFR  Capital
                  Stock  referred  to in the  Offer  Notice  within  such 60 day
                  period or the agreement  entered into with respect to such RFR
                  Capital  Stock  within  such 60 day period is not  consummated
                  within  30  days of the  execution  thereof,  the RFR  Selling
                  Shareholder  shall not  thereafter  issue or sell any H Shares
                  without  first again  offering  such  securities to the Rights
                  Shareholder in the manner provided above.


                                      B-5
<PAGE>

         5. SHAREHOLDER  CAPACITY. If such Shareholder is an officer or director
of the Company,  such  Shareholder  does not make any agreement or understanding
herein in such Shareholder's  capacity as a director or officer of Company. Such
Shareholder  executes this Agreement solely in such Shareholder's  capacity as a
record owner and/or  Beneficial  Owner of Company  securities and nothing herein
will limit or affect any actions  taken by such  Shareholder  or any designee of
such  Shareholder  in such  Shareholder's  capacity as an officer or director of
Company or any of its  subsidiaries to comply with his fiduciary  obligations as
an officer or director of Company.

         6. OAKTREE PARTIES. For administrative convenience, any notice or other
communication  to any Oaktree  Party shall be deemed  given,  subject to SECTION
9(C),  upon  delivery to the care of Oaktree  Capital  Management,  LLC, and any
right or  obligation  of any Oaktree  Party may be exercised or  discharged,  as
applicable,  by Oaktree  Capital  Management,  LLC on behalf any or all  Oaktree
Parties

         7. RELEASE.

                  (a) Each  Shareholder,  on behalf of such Shareholder and each
         of such  Shareholder's  affiliates and all of their  respective  heirs,
         representatives,  successors,  and assigns, hereby releases and forever
         discharges each Releasee from any and all liabilities, claims, demands,
         debts and causes of action,  whether  known or  unknown,  suspected  or
         unsuspected,  contingent,  unmatured  or  inchoate,  both at law and in
         equity, which such Shareholder or any of such Shareholder's  affiliates
         or  any of  their  respective  heirs,  representatives,  successors  or
         assigns  now has,  have  ever had or may  hereafter  have  against  the
         respective  Releasees  arising  contemporaneously  with or prior to the
         Closing or on account of or arising out of any matter,  cause, or event
         occurring contemporaneously with or prior to the Closing Date including
         any rights to  indemnification or reimbursement from the Company or any
         of   its   subsidiaries,   whether   pursuant   to   their   respective
         organizational  documents,  contract  or  otherwise  and whether or not
         relating  to  actions  pending  on, or  asserted  after,  the  Closing;
         provided,  however,  that  nothing  contained  herein  will  operate to
         release any  obligations  of the Company or any Oaktree  Party  arising
         under this  Agreement or the  Statement of  Resolution  governing the H
         Shares.

                  (b) Each Shareholder hereby  irrevocably  covenants to refrain
         from,  directly  or  indirectly,  asserting  any  cause of  action,  or
         commencing,  instituting or causing to be commenced, any action, of any
         kind  against  any  Releasee,  based  upon any matter  purported  to be
         released hereby.

                  (c) "RELEASEE" or "RELEASEES"  means each of the Company,  its
         subsidiaries,   the  Oaktree  Parties  and  each  of  their  respective
         officers, directors,  managers, employees, advisors, attorneys, agents,
         Shareholders,  controlling  persons,  representatives  and  affiliates,
         including  in each case those  persons and  entities  currently in such
         positions and any persons or entities put in such positions as a result
         of the transactions  contemplated  hereby, and each of their respective
         heirs, successors and assigns.


                                      B-6
<PAGE>

         8. PIGGYBACK REGISTRATION RIGHTS.

                  (a) RIGHT TO INCLUDE REGISTRABLE  SECURITIES.  At any time the
         Company  proposes  for any reason to register  any of its Common  Stock
         under the Securities Act, either for its own account or for the account
         of a  securityholder  of the  Company  exercising  demand  registration
         rights other than pursuant to a Registration  Statement on Forms S-4 or
         S-8 (or similar or successor  forms) (a "PROPOSED  REGISTRATION"),  the
         Company   shall   promptly   give  written   notice  of  such  Proposed
         Registration to all of the Shareholders holding Registrable  Securities
         (which  notice shall be given not less than 20 days before the expected
         effective date of the Company's Registration Statement) and shall offer
         such  Shareholders  the  right  to  request  inclusion  of any of  such
         Shareholder's Registrable Securities in the Proposed Registration.  The
         rights to piggyback  registration  may be exercised an unlimited number
         of occasions.

                  (b) PIGGYBACK PROCEDURE.  Each Shareholder shall have ten days
         from the date of receipt of the Company's notice referred to in SECTION
         8(A) to deliver to the Company a written request  specifying the number
         of Registrable  Securities  such  Shareholder  intends to sell and such
         Shareholder's  intended  method of  disposition.  Any  Shareholder  may
         withdraw such Shareholder's request for inclusion of such Shareholder's
         Registrable  Securities in any Registration  Statement pursuant to this
         SECTION 8 by giving written  notice to the Company of such  withdrawal;
         PROVIDED,  HOWEVER,  that the Company may ignore a notice of withdrawal
         made  within  24 hours of the time  the  Registration  Statement  is to
         become  effective.  Subject to SECTION 8(D),  the Company shall use its
         reasonable best efforts to include in such  Registration  Statement all
         such  Registrable  Securities  so  requested  to be  included  therein;
         provided,  HOWEVER,  that the Company may at any time withdraw or cease
         proceeding  with any such  Proposed  Registration  if it  withdraws  or
         ceases  proceeding  with  the  registration  of  all  other  securities
         originally proposed to be registered.  If the Proposed Registration is,
         in whole or in part, an  underwritten  public offering of securities of
         the Company,  any request  under this  SECTION 8(B) shall  ------------
         specify that the Registrable Securities be included in the underwriting
         on the same terms and conditions as the shares, if any, otherwise being
         sold through underwriters under such registration.

                  (c) PRIORITY FOR PIGGYBACK  REGISTRATION.  Notwithstanding any
         other  provision of this SECTION 8, if the managing  underwriter  of an
         underwritten  public  offering  determines and advises the Company that
         the inclusion of all Registrable  Securities proposed to be included by
         the  Participating  Shareholders  in the  underwritten  public offering
         would materially and adversely interfere with the successful  marketing
         of the Company's  securities,  then the Participating  Shareholders may
         not include any Registrable Securities in excess of the amount, if any,
         of  Registrable  Securities  which  the  managing  underwriter  of such
         underwritten  public offering shall  reasonably and in good faith agree
         in writing to include in such public offering in addition to the amount
         of  securities  to be  registered  for the  Company.  The Company  must
         include  in  such  Registration  Statement,  as to  each  Participating
         Shareholder,   only  a  portion  of  the  Registrable  Securities  such
         Participating  Shareholder  has  requested be  registered  equal to the
         ratio  which such  Participating  Shareholder's  requested  Registrable
         Securities  bears  to  the  total  number  of  Registrable   Securities
         requested  to  be  included  in  such  Registration  Statement  by  all
         Participating  Shareholders  who have requested that their  Registrable
         Securities be included in such Registration Statement.  Pursuant to the
         foregoing  provision,  the  securities to be included in a registration
         initiated by the Company shall be allocated:


                                      B-7
<PAGE>

                  (i) first, to the Company;

                  (ii)  second,  to  any  others   requesting   registration  of
         securities of the Company pursuant to demand registration rights;

                  (iii)  third to persons or  entities  exercising  registration
         rights under the Shareholders  Rights  Agreement of the Company,  dated
         the date hereof, as amended from time to time; and

                  (iv)  fourth,  to the  Participating  Shareholders  and others
         having the right to include securities in such Registration Statement.

         If  as  a  result  of  the   provisions  of  this  SECTION  8(C),   any
Participating Shareholder may not include all of its Registrable Securities in a
registration  that  such  Shareholder  has  requested  to be so  included,  such
Participating Shareholder may withdraw such Participating  Shareholder's request
to include Registrable Securities in such Registration Statement.

                  (d)  REGISTRATION  PROCEDURES.  The Company shall use its best
         efforts  to  effect  the  registration  and  sale  of  the  Registrable
         Securities  in  accordance  with the  intended  method of  distribution
         thereof  as  promptly  as  possible,  and in  connection  with any such
         request, the Company shall, as expeditiously as possible:

                           (i)    PREPARATION   OF    REGISTRATION    STATEMENT;
                  EFFECTIVENESS.  Prepare  and file with the SEC a  Registration
                  Statement  on any form on which the  Company  then  qualifies,
                  which  counsel  for the  Company  shall deem  appropriate  and
                  pursuant to which such offering may be made in accordance with
                  the intended method of  distribution  thereof (except that the
                  Registration  Statement shall contain such  information as may
                  reasonably be requested for marketing or other purposes by the
                  managing  underwriter),  and use its best efforts to cause any
                  registration required hereunder to become effective as soon as
                  practicable  after  the  initial  filing  thereof  and  remain
                  effective until all  Registrable  Securities have been sold in
                  accordance with the methods of  distribution  set forth in the
                  Registration Statement;

                           (ii) 10B-5  NOTIFICATION.  Promptly notify in writing
                  the Participating Shareholders,  the sales or placement agent,
                  if  any,   therefor  and  the  managing   underwriter  of  the
                  securities being sold pursuant to the  Registration  Statement
                  at any time when a prospectus  relating thereto is required to
                  be delivered  under the Securities Act upon discovery that, or
                  upon the  happening  of any event as a result  of  which,  any
                  prospectus   included  in  the   Registration   Statement  (or
                  amendment or supplement  thereto) contains an untrue statement
                  of a  material  fact or  omits  to  state  any  material  fact
                  required  to be  stated  therein  or  necessary  to  make  the
                  statements   therein   not   misleading   in   light   of  the
                  circumstances  under  which  they were made,  and the  Company
                  shall  promptly  prepare a  supplement  or  amendment  to such
                  prospectus  and  file it with  the SEC (in any  event no later
                  than ten days following notice of the occurrence of such event
                  to each  Participating  Shareholder,  the  sales or  placement
                  agent and the managing  underwriter) so that after delivery of
                  such  prospectus,  as  so  amended  or  supplemented,  to  the
                  purchasers of such Registrable Securities, such prospectus, as
                  so  amended  or  supplemented,  shall  not  contain  an untrue
                  statement  of a  material  fact or omit to state any  material
                  fact  required to be stated  therein or  necessary to make the
                  statements   therein   not   misleading   in   light   of  the
                  circumstances under which they were made;


                                      B-8
<PAGE>

                           (iii)  NOTIFICATION  OF STOP ORDERS;  SUSPENSIONS  OF
                  QUALIFICATIONS AND EXEMPTIONS.  Promptly notify in writing the
                  Participating  Shareholders,  the sales or placement agent, if
                  any,  therefor and the managing  underwriter of the securities
                  being  sold of the  issuance  by the SEC of (A) any stop order
                  issued  or  threatened  to be  issued  by the  SEC or (B)  any
                  notification   with   respect   to  the   suspension   of  the
                  qualification  or exemption from  qualification  of any of the
                  Registrable  Securities  for sale in any  jurisdiction  or the
                  initiation or  threatening  of any proceeding for such purpose
                  and the Company  agrees to use its best efforts to (x) prevent
                  the issuance of any such stop order,  and in the event of such
                  issuance,  to obtain the withdrawal of any such stop order and
                  (y)  obtain  the   withdrawal  of  any  order   suspending  or
                  preventing the use of any related prospectus or suspending the
                  qualification  of any Registrable  Securities  included in the
                  Registration  Statement  for sale in any  jurisdiction  at the
                  earliest practicable date;

                           (iv)  AMENDMENTS  AND  SUPPLEMENTS.  Prepare and file
                  with  the  SEC  such  amendments,   including   post-effective
                  amendments to the  Registration  Statement as may be necessary
                  to keep the Registration  Statement continuously effective for
                  the  applicable  time  period   required   hereunder  and,  if
                  applicable, cause the related prospectus to be supplemented by
                  any required prospectus supplement,  and as so supplemented to
                  be filed pursuant to Rule 424 (or any similar  provisions then
                  in force)  promulgated  under the  Securities  Act; and comply
                  with the provisions of the Securities Act and the Exchange Act
                  with respect to the  disposition of all securities  covered by
                  the  Registration  Statement  during such period in accordance
                  with  the  intended  methods  of  disposition  by the  sellers
                  thereof set forth in the Registration  Statement as so amended
                  or in such prospectus as so supplemented;

                           (v) BLUE SKY.  Use its  reasonable  best  efforts to,
                  prior to any public  offering of the  Registrable  Securities,
                  register or qualify (or seek an exemption from registration or
                  qualifications)  such Registrable  Securities under such other
                  securities  or blue  sky  laws of  such  jurisdictions  as any
                  Participating  Shareholder or underwriter may request,  and to
                  continue   such   qualification   in   effect   in  each  such
                  jurisdiction  for as long as is  permissible  pursuant  to the
                  laws of such  jurisdiction,  or for as long as a Participating
                  Shareholder  or  underwriter  requests  or  until  all of such
                  Registrable Securities are sold, whichever is shortest, and do
                  any and all other  acts and  things  which  may be  reasonably
                  necessary or advisable to enable any Participating Shareholder
                  to consummate  the  disposition in such  jurisdictions  of the
                  Registrable Securities;


                                      B-9
<PAGE>

                           (vi) OTHER APPROVALS. Use its reasonable best efforts
                  to  obtain  all  other  approvals,   consents,  exemptions  or
                  authorizations from such governmental  agencies or authorities
                  as may be necessary to enable the  Participating  Shareholders
                  and  underwriters to consummate the disposition of Registrable
                  Securities;

                           (vii)  AGREEMENTS.  Enter into  customary  agreements
                  (including any underwriting agreements in customary form), and
                  take such other actions as may be reasonably required in order
                  to expedite  or  facilitate  the  disposition  of  Registrable
                  Securities;

                           (viii) SEC  COMPLIANCE,  EARNINGS  STATEMENT.  Comply
                  with all applicable  rules and regulations of the SEC and make
                  available  to  its   Shareholders,   as  soon  as   reasonably
                  practicable,  but no later than 15 months after the  effective
                  date of the  Registration  Statement,  an  earnings  statement
                  covering a period of 12 months  beginning  after the effective
                  date  of  the  Registration   Statement,  in  a  manner  which
                  satisfies the  provisions  of Section 11(a) of the  Securities
                  Act and Rule 158 thereunder;

                           (ix)   CERTIFICATES,   CLOSING.   Provide   officers'
                  certificates and other customary closing documents;

                           (x)   NASD.   Cooperate   with   each   Participating
                  Shareholder  and  each   underwriter   participating   in  the
                  disposition of such Registrable  Securities and  underwriters'
                  counsel in  connection  with any  filings  required to be made
                  with the NASD;

                           (xi) LISTING.  Use its best efforts to cause all such
                  Registrable   Securities  to  be  listed  on  each  securities
                  exchange on which similar securities issued by the Company are
                  then  listed  and if not so  listed,  to be listed on the NASD
                  automated quotation system;

                           (xii) TRANSFER AGENT,  REGISTRAR AND CUSIP. Provide a
                  transfer  agent and registrar for all  Registrable  Securities
                  registered  pursuant  hereto  and a CUSIP  number for all such
                  Registrable  Securities,  in each  case,  no  later  than  the
                  effective date of such registration; and

                           (xiii) BEST EFFORTS.  Use its reasonable best efforts
                  to take all other actions necessary to effect the registration
                  of the Registrable Securities contemplated hereby.


                                      B-10
<PAGE>

                  (e)  SELLER   INFORMATION.   The  Company  may  require   each
         Participating   Shareholder  as  to  which  any  registration  of  such
         Shareholder's  Registrable  Securities is being  effected to furnish to
         the  Company  with  such  information   regarding  such   Participating
         Shareholder and such Participating Shareholder's method of distribution
         of such  Registrable  Securities  as the  Company may from time to time
         reasonably request in writing.  If a Participating  Shareholder refuses
         to provide the Company with any of such information on the grounds that
         it is not  necessary to include such  information  in the  Registration
         Statement,  the Company may exclude  such  Participating  Shareholder's
         Registrable  Securities from the Registration  Statement if the Company
         provides such  Participating  Shareholder with an opinion of counsel to
         the effect that such information should be included in the Registration
         Statement and such Participating  Shareholder  continues  thereafter to
         withhold   such   information.   The   exclusion  of  a   Participating
         Shareholder's  Registrable Securities shall not affect the registration
         of the other Registrable  Securities to be included in the Registration
         Statement.

                  (f)  NOTICE TO  DISCONTINUE.  Each  Participating  Shareholder
         whose Registrable  Securities are covered by the Registration Statement
         filed pursuant to this Agreement  agrees that,  upon receipt of written
         notice  from the  Company  of the  happening  of any  event of the kind
         described  in  SECTION  8(D)(II)  or  8(D)(III),   such   Participating
         Shareholder shall forthwith  discontinue the disposition of Registrable
         Securities until such Participating Shareholder's receipt of the copies
         of the  supplemented  or  amended  prospectus  contemplated  by SECTION
         8(D)(II) or  8(D)(III) or until it is advised in writing by the Company
         that the use of the prospectus  may be resumed and has received  copies
         of any additional or  supplemental  filings which are  incorporated  by
         reference  into the  prospectus,  and, if so directed by the Company in
         the case of an event described in SECTION  8(D)(II) or 8(D)(III),  such
         Participating   Shareholder  shall  deliver  to  the  Company  (at  the
         Company's expense) all copies, other than permanent file copies then in
         such Participating Shareholder's possession, of the prospectus covering
         such Registrable  Securities which is current at the time of receipt of
         such notice.

                  (g)  REGISTRATION  EXPENSES.   Except  as  otherwise  provided
         herein,  all Registration  Expenses shall be borne by the Company.  All
         Selling Expenses relating to Registrable Securities registered shall be
         borne by the Participating  Shareholders of such Registrable Securities
         pro rata on the basis of the number of shares so registered.

                  (h) INDEMNIFICATION.

                           (i)  INDEMNIFICATION  BY  THE  COMPANY.  The  Company
                  agrees,  notwithstanding  termination  of this  Agreement,  to
                  indemnify and hold harmless to the fullest extent permitted by
                  applicable  law,  each  Shareholder,  each  of its  directors,
                  officers,  employees,  advisors, agents and general or limited
                  partners (and the directors, officers, employees, advisors and
                  agents thereof),  their respective  Affiliates and each Person
                  who controls  (within the meaning of the Securities Act or the
                  Exchange Act) any of such Persons,  and each  underwriter  and
                  each Person who controls (within the meaning of the Securities
                  Act  or  the  Exchange  Act)  any  underwriter  (collectively,
                  "SHAREHOLDER  INDEMNIFIED  PARTIES")  from and against any and
                  all losses, claims, damages,  expenses (including,  reasonable
                  costs of  investigation  and  fees,  disbursements  and  other
                  charges  of  counsel  and  experts  and  any  amounts  paid in
                  settlement effected with the Company's consent,  which consent
                  shall  not be  unreasonably  withheld  or  delayed)  or  other
                  liabilities   (collectively,   "LOSSES")  to  which  any  such
                  Shareholder  Indemnified  Party may become  subject  under the
                  Securities Act, Exchange Act, any other federal law, any state
                  or common law or any rule or regulation promulgated thereunder
                  or   otherwise,   insofar  as  such   Losses  (or  actions  or
                  proceedings,  whether  commenced  or  threatened,  in  respect
                  thereof)  are  resulting  from or arising out of or based upon
                  (i) any untrue,  or alleged  untrue,  statement  of a material
                  fact contained in the  Registration  Statement,  prospectus or
                  preliminary  prospectus  (as amended or  supplemented)  or any
                  document  incorporated by reference in any of the foregoing or
                  resulting from or arising out of or based upon any omission or
                  alleged  omission to state therein a material fact required to
                  be stated therein or necessary to make the statements  therein
                  (in the case of a  prospectus,  in light of the  circumstances
                  under  which  they were  made),  not  misleading,  or (ii) any
                  violation by the Company of the Securities Act,  Exchange Act,
                  any other  federal law, any state or common law or any rule or
                  regulation promulgated thereunder or otherwise incident to any
                  registration,  qualification  or  compliance  and in any  such
                  case,   the  Company  will   promptly   reimburse   each  such
                  Shareholder  Indemnified  Party for any legal expenses and any
                  other   Losses   reasonably   incurred  in   connection   with
                  investigating,  preparing or defending  any such claim,  loss,
                  damage,  liability,  action  or  investigation  or  proceeding
                  (collectively,  a "CLAIM").  Such indemnity  obligation  shall
                  remain  in  full   force   and   effect   regardless   of  any
                  investigation   made  by  or  on  behalf  of  the  Shareholder
                  Indemnified   Parties  and  shall   survive  the  transfer  of
                  Registrable   Securities  by  such   Shareholder   Indemnified
                  Parties.

                                      B-11
<PAGE>

                           (ii)  INDEMNIFICATION BY SHAREHOLDERS.  In connection
                  with  any  proposed  registration  in which a  Shareholder  is
                  participating   pursuant   to  this   Agreement,   each   such
                  Shareholder  shall  furnish to the  Company  in  writing  such
                  information  with respect to such  Shareholder  as the Company
                  may reasonably request or as may be required by law for use in
                  connection  with the  Registration  Statement or prospectus or
                  preliminary  prospectus  to be used in  connection  with  such
                  registration  and each Shareholder  agrees,  severally and not
                  jointly,  to indemnify  and hold  harmless  the  Company,  any
                  underwriter  retained  by the  Company  and  their  respective
                  directors, officers, partners, employees, advisors and agents,
                  their  respective  Affiliates  and each  Person  who  controls
                  (within the meaning of the Securities Act or the Exchange Act)
                  any of  such  Persons  to the  same  extent  as the  foregoing
                  indemnity from the Company to the Shareholders as set forth in
                  SECTION  8(H)(I)  (subject to the  exceptions set forth in the
                  foregoing   indemnity,   the  proviso  to  this  sentence  and
                  applicable law), but only with respect to any such information
                  furnished  in writing by such  Shareholder  expressly  for use
                  therein;  PROVIDED,  HOWEVER,  that,  unless such liability is
                  directly caused by such  Shareholder's  willful or intentional
                  misconduct,  the liability of any such Shareholder  under this
                  SECTION  8(H)(II)  shall be  limited  to the amount of the net
                  proceeds  received by such  Shareholder in the offering giving
                  rise to such liability. Such indemnity obligation shall remain
                  in full force and effect regardless of any investigation  made
                  by or on behalf of the Shareholder Indemnified Parties (except
                  as  provided   above)  and  shall   survive  the  transfer  of
                  Registrable Securities by such Shareholder.

                                      B-12
<PAGE>

                           (iii)  CONDUCT OF  INDEMNIFICATION  PROCEEDINGS.  Any
                  person or entity  entitled to  indemnification  hereunder (the
                  "INDEMNIFIED  PARTY")  agrees to give prompt written notice to
                  the indemnifying  party (the  "INDEMNIFYING  PARTY") after the
                  receipt by the Indemnified  Party of any written notice of the
                  commencement of any action, suit,  proceeding or investigation
                  or threat  thereof  made in writing for which the  Indemnified
                  Party  intends  to  claim   indemnification   or  contribution
                  pursuant  to this  Agreement;  PROVIDED,  HOWEVER,  that,  the
                  failure so to notify the Indemnifying  Party shall not relieve
                  the  Indemnifying  Party of any liability  that it may have to
                  the Indemnified  Party hereunder unless and to the extent such
                  Indemnifying  Party is materially  prejudiced by such failure.
                  If notice of  commencement  of any such action is given to the
                  Indemnifying  Party as above provided,  the Indemnifying Party
                  may  participate  in and,  to the extent it may wish,  jointly
                  with any  other  Indemnifying  Party  similarly  notified,  to
                  assume the  defense of such  action at its own  expense,  with
                  counsel  chosen  by it and  reasonably  satisfactory  to  such
                  Indemnified  Party. The Indemnified  Party may employ separate
                  counsel in any such  action  and  participate  in the  defense
                  thereof,  but the fees and expenses of such  counsel  shall be
                  paid by the  Indemnified  Party  unless  (i) the  Indemnifying
                  Party  agrees to pay the  same,  (ii) the  Indemnifying  Party
                  fails to  assume  the  defense  of such  action  with  counsel
                  satisfactory  to  the  Indemnified  Party  in  its  reasonable
                  judgment  or  (iii)  the  named  parties  to any  such  action
                  reasonably believe that the representation of such Indemnified
                  Party and the Indemnifying  Party by the same counsel would be
                  inappropriate  under  applicable   standards  of  professional
                  conduct. In the case of clause (ii) above and (iii) above, the
                  Indemnifying  Party may not assume the  defense of such action
                  on behalf of such  Indemnified  Party. No  Indemnifying  Party
                  shall be liable for any  settlement  entered  into without its
                  written  consent,  which  consent  shall  not be  unreasonably
                  withheld.  No  Indemnifying  Party may,  without  the  written
                  consent of the  Indemnified  Party,  effect the  settlement or
                  compromise  of, or consent to the entry of any  judgment  with
                  respect  to,  any  pending or  threatened  Claim in respect of
                  which  indemnification or contribution may be sought hereunder
                  (whether  or  not  the  Indemnified  Party  is  an  actual  or
                  potential  party  to  such  Claim)  unless  such   settlement,
                  compromise or judgment (A) includes an  unconditional  release
                  of the  Indemnified  Party from all  liability  arising out of
                  such Claim and (B) does not include a  statement  as to, or an
                  admission of, fault,  culpability or a failure to act by or on
                  behalf of any  Indemnified  Party.  The rights afforded to any
                  Indemnified Party hereunder shall be in addition to any rights
                  that  such  Indemnified  Party  may  have at  common  law,  by
                  separate agreement or otherwise.

                           (iv) CONTRIBUTION.  If the  indemnification  provided
                  for in this  SECTION  8(H)  from  the  Indemnifying  Party  is
                  unavailable  or  insufficient  to hold harmless an Indemnified
                  Party in respect of any Losses,  then the Indemnifying  Party,
                  in  lieu  of  indemnifying   the  Indemnified   Party,   shall
                  contribute  to the amount  paid or payable by the  Indemnified
                  Party as a result  of such  Losses  in such  proportion  as is
                  appropriate to reflect the relative fault of the  Indemnifying
                  Party and the Indemnified Party, as well as any other relevant
                  equitable   considerations.   The   relative   faults  of  the
                  Indemnifying  Party and Indemnified  Party shall be determined
                  by  reference  to, among other  things,  whether any action in
                  question,  including any untrue or alleged untrue statement of
                  a material  fact or  omission  or alleged  omission to state a
                  material fact, was made by, or relates to information supplied
                  by, such  Indemnifying  Party or  Indemnified  Party,  and the
                  Indemnifying  Party's and Indemnified Party's relative intent,
                  knowledge, access to information and opportunity to correct or
                  prevent  such action;  PROVIDED,  HOWEVER,  that,  unless such
                  liability is directly caused by such Shareholder's  willful or
                  intentional misconduct,  the liability of any such Shareholder
                  under this SECTION  8(H)(IV) shall be limited to the amount of
                  the net proceeds  received by such Shareholder in the offering
                  giving rise to such liability. The amount paid or payable by a
                  party as a result of the Losses or other liabilities  referred
                  to  above  shall  be  deemed  to   include,   subject  to  the
                  limitations  set  forth  in  SECTIONS  8(H)(I),  8(H)(II),  or
                  8(H)(III),  any  legal  or other  fees,  charges  or  expenses
                  reasonably  incurred  by such  party  in  connection  with any
                  investigation or proceeding.

                                      B-13
<PAGE>

                                    The parties  hereto  agree that it would not
                  be just and equitable if contribution pursuant to this SECTION
                  8(H)(IV)  were  determined  by PRO RATA  allocation  or by any
                  other method of allocation  which does not take account of the
                  equitable   considerations  referred  to  in  the  immediately
                  preceding   paragraph.   No  person   guilty   of   fraudulent
                  misrepresentation  (within the meaning of Section 11(f) of the
                  Securities Act) shall be entitled to contribution  pursuant to
                  this SECTION 8(H)(IV).

                  (i) RULE 144 AND RULE  144A;  OTHER  EXEMPTIONS.  The  Company
         shall use its commercially  reasonable  efforts to (i) file in a timely
         manner all reports and other documents required to be filed by it under
         the Securities  Act and the Exchange Act and the rules and  regulations
         adopted by the SEC thereunder and (ii) take such further action as each
         Shareholder may reasonably request (including providing any information
         necessary  to comply with Rule 144),  all to the extent  required  from
         time to time to enable such Shareholder to sell Registrable  Securities
         without  registration under the Securities Act within the limitation of
         the exemptions  provided by (x) Rule 144 under the  Securities  Act, as
         such rules may be amended  from time to time or (y) any other  rules or
         regulations  now  existing or  hereafter  adopted by the SEC.  Upon the
         written  request of a  Shareholder,  the Company  shall  deliver to the
         Shareholder a written statement as to whether it has complied with such
         requirements.

                  (j) CERTAIN LIMITATIONS ON REGISTRATION RIGHTS. No Shareholder
         may participate in the  Registration  Statement  hereunder  unless such
         Shareholder  completes  and  executes  all  questionnaires,  powers  of
         attorney,  indemnities,  underwriting  agreements,  and other documents
         reasonably  required under the terms of such underwriting  arrangements
         and agrees to sell such  Shareholder's  Registrable  Securities  on the
         basis  provided  in  any   underwriting   agreement   approved  by  the
         Shareholder  or  Shareholders   entitled   hereunder  to  approve  such
         arrangements;  PROVIDED,  HOWEVER,  that no such  Shareholder  shall be
         required to make any  representations  or  warranties to the Company or
         the  underwriters in connection with any such  registration  other than
         representations  and warranties as to (i) such Shareholder's  ownership
         of its  Registrable  Securities  to be sold or  transferred,  (ii) such
         Shareholder's  power and  authority  to effect such  transfer and (iii)
         such matters  pertaining to compliance  with  securities laws as may be
         reasonably requested. Such Shareholders of Registrable Securities to be
         sold by such underwriters may, at their option, require that any or all
         of the  representations  and warranties by, and the other agreements on
         the part of the  Company to and for the  benefit of such  underwriters,
         shall also be made to and for the benefit of such Shareholders and that
         any or  all  of the  conditions  precedent  to the  obligations  of the
         underwriters under the underwriting  agreement be conditions  precedent
         to the obligations of the Shareholders.

                                      B-14
<PAGE>

                  (k) RESTRICTIONS ON PUBLIC SALE BY SHAREHOLDERS.  If requested
         by the lead managing  underwriter with respect to any firm underwriting
         public  offering in which  Shareholders  are  permitted to  participate
         hereunder,  each  Shareholder of Registrable  Securities  agrees not to
         effect any public sale or distribution  of any  Registrable  Securities
         being registered or of any securities  convertible into or exchangeable
         or  exercisable  for  such  Registrable  Securities,  including  a sale
         pursuant to Rule 144 under the Securities  Act,  during a period of not
         more  than 180 days  after any firm  underwriting  public  offering  of
         Common Stock of the Company,  commencing on the  effective  date of the
         Registration   Statement  (the  "LOCK-UP  Period"),   unless  expressly
         authorized  to  do so  by  the  lead  managing  underwriter;  provided,
         however,  that if any other Shareholder of securities of the Company is
         subject  to a  shorter  period  or  receives  more  advantageous  terms
         relating to the Lock-Up  Period,  then the Lock-Up Period shall be such
         shorter   period   and   also  on   such   more   advantageous   terms.
         Notwithstanding  the foregoing,  the Shareholders shall not be required
         to sign lock-up  agreements  unless other Persons  permitted to include
         securities  on such  Registration  Statement  and all of the  Company's
         directors and  executive  officers  have signed  substantially  similar
         lock-up  agreements  with the managing  underwriters.  Any such lock-up
         agreements  signed by the  Shareholders  shall contain  reasonable  and
         customary exceptions.

                  (l)  TRANSFER  OF  REGISTRATION   RIGHTS.   The  rights  of  a
         Shareholder  under this SECTION 8 may not be transferred or assigned in
         connection with a transfer of Registrable Securities.

                  (m) AMENDMENT.  The provisions of this SECTION 8 may be waived
         or amended by the agreement of  Shareholders  holding a majority of the
         Registrable Securities.

                  (n) DEFINITIONS. For this SECTION 8:

         "CLAIM" is defined in SECTION 8(H)(I).

         "EXCHANGE  ACT" means the  Securities  Exchange Act of 1934, as amended
from time to time.

         "INDEMNIFIED PARTY" is defined in SECTION 8(H)(III).

         "INDEMNIFYING PARTY" is defined in SECTION 8(H)(III).

         "LOSSES" is defined in SECTION 8(H)(I).

         "NASD" means the National Association of Securities Dealers, Inc.

         "PARTICIPATING  SHAREHOLDERS"  means  Shareholders  participating,   or
electing to participate, in an offering of Registrable Securities.



                                      B-15
<PAGE>

         "PROPOSED REGISTRATION" is defined in SECTION 8(A).

         "REGISTRABLE  SECURITIES"  means any  shares of  Common  Stock  held by
Shareholder as listed as Registrable  Securities on Schedule I and any shares of
Common Stock issued to a  Shareholder  as a dividend on H Shares,  including any
resulting shares issued,  by virtue of the effect of antidilution  provisions or
combination,  merger,  consolidation or other similar event; PROVIDED,  HOWEVER,
that shares of Common Stock that are  considered  to be  Registrable  Securities
shall cease to be Registrable  Securities (i) upon the sale thereof  pursuant to
an effective registration statement, (ii) upon the first anniversary of the date
of the  issuance  of such  shares  or (iii)  when  such  securities  cease to be
outstanding.

         "REGISTRATION  EXPENSES"  means all expenses  (other than  underwriting
discounts and  commissions)  arising from or incident to the  performance of, or
compliance with, SECTION 8, including,  (i) SEC, stock exchange,  NASD and other
registration and filing fees, (ii) all fees and expenses  incurred in connection
with complying with any securities or blue sky laws  (including,  fees,  charges
and  disbursements of counsel in connection with blue sky  qualifications of the
Registrable  Securities),  (iii) all printing,  messenger and delivery expenses,
(iv) the fees,  charges and  disbursements  of counsel to the Company and of its
independent  public accountants and any other accounting and legal fees, charges
and expenses incurred by the Company  (including,  any expenses arising from any
special audits or "comfort  letters"  required in connection with or incident to
any  registration),  (v) the fees,  charges  and  disbursements  of any  special
experts retained by the Company in connection with any registration  pursuant to
the  terms  of  this  Agreement,  (vi)  all  internal  expenses  of the  Company
(including,  all salaries and expenses of its officers and employees  performing
legal or accounting duties),  (vii) the fees and expenses incurred in connection
with the  listing of the  Registrable  Securities  on any  securities  exchange,
over-the-counter  market or Nasdaq and (viii) Securities Act liability insurance
(if the Company  elects to obtain  such  insurance),  regardless  of whether the
Registration  Statement filed in connection  with such  registration is declared
effective.   "Registration   Expenses"  shall  not  include  fees,  charges  and
disbursements of any firm of counsel to any Participating Shareholders.

         "REGISTRATION  STATEMENT"  means  the  registration  statement  of  the
Company filed with the SEC on the  appropriate  form pursuant to the  Securities
Act which covers shares of Registrable  Securities pursuant to the provisions of
this Agreement and all amendments and supplements to the Registration Statement,
including  post-effective  amendments,  in each case  including  the  prospectus
contained  therein,  all  exhibits  thereto and all  materials  incorporated  by
reference therein.

         "SEC" or "COMMISSION" means the  United  States Securities and Exchange
Commission.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

         "SELLING  EXPENSES" means the  underwriting  fees,  discounts,  selling
commissions and stock transfer taxes  applicable to all  Registrable  Securities
registered by the Participating Shareholders.

         "SHAREHOLDER INDEMNIFIED PARTIES" is defined in SECTION 8(H)(I).


                                      B-16
<PAGE>

9.       MISCELLANEOUS.

                           (a) ENTIRE AGREEMENT.  This Agreement constitutes the
                  entire  agreement and  understanding  of the parties hereto in
                  respect  of  its  subject  matter  and  supersedes  all  prior
                  understandings, agreements, or representations by or among the
                  parties hereto,  written or oral, to the extent they relate in
                  any  way to the  subject  matter  hereof  or the  transactions
                  contemplated hereby.

                           (b)  AMENDMENT;  WAIVER.  This  Agreement  may not be
                  amended or modified,  and no provisions  hereof may be waived,
                  without the written consent of Shareholders holding a majority
                  of the H Shares  governed by this  Agreement  at the  relevant
                  time and  Holdings;  provided that no amendment may be made to
                  SECTION  7 or the  provisions  of  SECTION  9  affecting  such
                  Section  without the  consent of each  affected  Releasee.  No
                  action  taken  pursuant  to  this  Agreement,   including  any
                  investigation by or on behalf of any party, shall be deemed to
                  constitute  a  waiver  by the  party  taking  such  action  of
                  compliance  with any  representation,  warranty,  covenant  or
                  agreement  contained herein. The waiver by any party hereto of
                  a breach of any provision of this Agreement  shall not operate
                  or be  construed  as a further  or  continuing  waiver of such
                  breach or as a waiver of any other or  subsequent  breach.  No
                  failure on the part of any party to exercise,  and no delay in
                  exercising, any right, power or remedy hereunder shall operate
                  as a waiver thereof,  nor shall any single or partial exercise
                  of such  right,  power or remedy by such  party  preclude  any
                  other or further exercise thereof or the exercise of any other
                  right,  power or remedy. All remedies hereunder are cumulative
                  and are not exclusive of any other  remedies  provided by law.
                  Notwithstanding the foregoing, Shareholders holding a majority
                  of the H Shares  governed by this  Agreement  at the  relevant
                  time and Holdings may waive the performance of a party to this
                  Agreement;  provided  that no such  waiver  shall  affect  any
                  Shareholders  obligations under SECTION 7 or the provisions of
                  SECTION 9 affecting  such Section  without the consent of each
                  affected Releasee.

                           (c)  NOTICES.  Any notice,  request,  demand or other
                  communication  required  or  permitted  to be given to a party
                  pursuant  to the  provisions  of  this  Agreement  will  be in
                  writing  and will be  effective  and deemed  given  under this
                  Agreement  on the  earliest  of:  (a)  the  date  of  personal
                  delivery,  (b) the date of  transmission  by  facsimile,  with
                  confirmed transmission and receipt, (c) two days after deposit
                  with a nationally-recognized courier or overnight service such
                  as  Federal  Express,  or (d)  five  days  after  mailing  via
                  certified  mail,  return  receipt  requested.  All notices not
                  delivered personally or by facsimile will be sent with postage
                  and other charges prepaid and properly  addressed to the party
                  to be notified at the address set forth for such party:


                                      B-17
<PAGE>

                           (i) If to Holdings:

                           c/o Oaktree Capital Management, LLC
                           333 South Grand Avenue, 28th Floor
                           Los Angeles, California 90071
                           Attention: B. James Ford
                           Telecopier: (213) 830-6394

                           with a copy to (which does not constitute notice):

                           Akin Gump Strauss Hauer & Feld LLP
                           1111 Louisiana Street, 44th Floor
                           Houston, Texas 77002
                           Phone: (713) 220-5800
                           Fax: (713) 236-0822
                           Attn:  Julien Smythe

                           (ii) If to a Shareholder:

                           To the name and  address  beside  such  Shareholder's
name on the signature page hereto.

                           (d)  SEVERABILITY.  The  provisions of this Agreement
                  will   be   deemed    severable   and   the    invalidity   or
                  unenforceability  of any provision  hereof will not affect the
                  validity or  enforceability  of the other  provisions  hereof;
                  provided that if any provision of this  Agreement,  as applied
                  to any party or to any  circumstance,  is adjudged by a court,
                  governmental  body,   arbitrator  not  to  be  enforceable  in
                  accordance  with its terms,  the parties agree that the court,
                  governmental  body,  arbitrator making such determination will
                  have the power to modify the provision in a manner  consistent
                  with its  objectives  such that it is  enforceable,  and/or to
                  delete  specific  words or phrases,  and in its reduced  form,
                  such provision will then be enforceable and will be enforced.

                           (e)  CONSTRUCTION.  The parties  hereto have  jointly
                  participated   in  the   negotiation   and  drafting  of  this
                  Agreement.   If  an   ambiguity   or  question  of  intent  or
                  interpretation  arises, this Agreement will be construed as if
                  drafted  jointly by the parties  hereto and no  presumption or
                  burden of proof will arise favoring or  disfavoring  any party
                  hereto  because of the  authorship  of any  provision  of this
                  Agreement.  Any  reference  to any  federal,  state,  local or
                  foreign  law  will  also be  deemed  to  refer  to such law as
                  amended and all rules and regulations  promulgated thereunder,
                  unless the context  otherwise  requires.  The words "include,"
                  "includes"  and  "including"  will be deemed to be followed by
                  "without  limitation."  Pronouns in  masculine,  feminine  and
                  neuter  genders will be construed to include any other gender,
                  and words in the  singular  form will be  construed to include
                  the  plural  and vice  versa,  unless  the  context  otherwise
                  requires.  The words  "this  Agreement,"  "herein,"  "hereof,"
                  "hereby,"  "hereunder"  and words of similar  import  refer to
                  this   Agreement  as  a  whole  and  not  to  any   particular
                  subdivision  unless  expressly so limited.  The parties hereto
                  intend  that  each   representation,   warranty  and  covenant
                  contained  herein will have independent  significance.  If any
                  party  hereto has  breached  any  representation,  warranty or
                  covenant contained herein in any respect,  the fact that there
                  exists another  representation,  warranty or covenant relating
                  to the same subject matter  (regardless of the relative levels
                  of  specificity)  which  such  party  has  breached,  will not
                  detract from or mitigate the fact that such party is in breach
                  of the first representation, warranty or covenant.

                                      B-18
<PAGE>

                           (f) ARBITRATION.  Any and all claims,  counterclaims,
                  demands, causes of action, disputes,  controversies, and other
                  matters  in  question  arising  out  of or  relating  to  this
                  Agreement or in any way relating to the subject matter of this
                  Agreement  or the  relationship  between  the  parties  hereto
                  created by this  Agreement,  involving  the parties  hereto or
                  their respective representatives  ("DISPUTES") even though all
                  or some of the Disputes  allegedly  are  extra-contractual  in
                  nature,  whether  such  Disputes  sound in  contract,  tort or
                  otherwise,  at law or in equity,  under state,  provincial  or
                  federal  law, for damages or any other relief will be resolved
                  as   follows:    first,   each   affected    Shareholder   and
                  representatives  of  Holdings  will meet to attempt to resolve
                  such Dispute.  If the Dispute  cannot be resolved by agreement
                  of the affected parties hereto, any such party may at any time
                  make a written  demand for binding  arbitration of the Dispute
                  in  accordance  with this Section  provided that the foregoing
                  shall  not  preclude  equitable  or other  judicial  relief to
                  enforce the  provisions  hereof or to preserve  the status quo
                  pending  resolution  of Disputes;  and  provided  further that
                  resolution of Disputes with respect to claims by third Persons
                  will be deferred until any judicial  proceedings  with respect
                  thereto  are  concluded.  Subject  to the  provisions  of this
                  Section,  such Shareholder(s) and Holdings will agree upon the
                  rules of the  arbitration  prior to the  arbitration and based
                  upon the nature of the  Dispute;  provided  that to the extent
                  that the  parties  hereto  cannot  agree  on the  rules of the
                  arbitration,  then  the  Commercial  Arbitration  Rules of the
                  American Arbitration Association in effect on the date hereof,
                  and  except  as the  applicable  rules  are  modified  by this
                  Agreement,  will  apply.  As a  minimum  set of  rules  in the
                  arbitration the parties hereto agree as follows:

                                    (i) To the extent the claims asserted are in
                           excess of $4.0 million,  the arbitration will be held
                           before a panel of three arbitrators consisting of one
                           arbitrator  selected  by  Shareholder(s),  the  other
                           selected by Holdings,  and the third then selected by
                           those two  arbitrators  (such third  arbitrator to be
                           neutral).  If agreement  cannot be reached on a third
                           arbitrator  within 30 days of the need therefor,  the
                           Chief  Judge  of the  U.S.  District  Court  for  the
                           Southern   District   of  Texas   shall   appoint  an
                           arbitrator. If the claims asserted are less than $4.0
                           million,  the Chief Judge of the U.S.  District Court
                           for the  Southern  District of Texas shall  appoint a
                           sole arbitrator.  All arbitrators  shall be attorneys
                           with at least  ten  years  experience  in oil and gas
                           transactions.

                                    (ii) The  arbitrator(s)  will deliver  their
                           decision   in  writing   within  20  days  after  the
                           termination of the arbitration hearings.

                                    (iii) The non-prevailing party will bear the
                           costs and fees of the arbitration.

                                    (iv) The  arbitrator(s)  final decision will
                           be in  writing  but will not  specify  the  basis for
                           their  decision,  the basis for the damages  award or
                           the basis of any  other  remedy.  The  arbitrator(s)'
                           decision  will be  considered  as a final and binding
                           resolution of the  disagreement,  will not be subject
                           to appeal and may be entered as an order in any court
                           of  competent  jurisdiction  in  the  United  States;
                           PROVIDED  that  this  Agreement  confers  no power or
                           authority  upon the  arbitrator(s)  (i) to render any
                           decision   that  is  based  on  clearly   erroneously
                           findings of fact, (ii) that manifestly disregards the
                           law,  or  (iii)  that   exceeds  the  powers  of  the
                           arbitrator(s),  and no such decision will be eligible
                           for confirmation.  Each party hereto agrees to submit
                           to the jurisdiction of any such court for purposes of
                           the  enforcement of any such order. No party will sue
                           the   other   except   for    enforcement    of   the
                           arbitrator(s)'  decision  if any  other  party is not
                           performing  in  accordance  with  the  arbitrator(s)'
                           decision.  The  provisions of this  Agreement will be
                           binding on the arbitrator(s).


                                      B-19
<PAGE>

                                    (v)  Any  arbitration   proceeding  will  be
                           conducted on a confidential basis.

                                    (vi)  Any  arbitration  proceeding  shall be
                           held in Houston, Texas.

                                    (vii) Any arbitration proceeding,  including
                           discovery,  shall be conducted in accordance with the
                           Texas Rules of Civil Procedure and the Texas Rules of
                           Evidence.

                  (g) REMEDIES  CUMULATIVE.  The parties shall have all remedies
         for breach of this  Agreement  available  to them as provided by law or
         equity.  Without limiting the generality of the foregoing,  the parties
         agree that in addition to any other  rights and  remedies  available at
         law or in equity,  the parties  shall be  entitled  to obtain  specific
         performance  of the  obligations  of each party to this  Agreement  and
         immediate  injunctive  relief  and that,  in the  event  any  action or
         proceeding  is brought in equity or to enforce the same,  no party will
         urge, as a defense,  that there is an adequate remedy at law. No single
         or partial  assertion  or exercise  of any right,  power or remedy of a
         party  hereunder  shall  preclude  any other or  further  assertion  or
         exercise thereof.

                  (h) NO THIRD  PARTY  BENEFICIARIES.  Except as  otherwise  set
         forth in this Agreement, all representations, warranties, covenants and
         agreements  contained  in this  Agreement by or on behalf of any of the
         parties  hereto  shall bind and inure to the benefit of the  respective
         successors  and assigns of the parties  hereto  whether so expressed or
         not.  Nothing in this Agreement shall create or be deemed to create any
         third-party  beneficiary  rights  in any  Person  not a  party  to this
         Agreement;  provided that the Releasees are expressly  made third party
         beneficiaries of this Agreement.

                  (i) SPOUSE.  Each Shareholder and his spouse, if any, by their
         execution of this Agreement, (a) evidence that they are fully aware of,
         understand  and  fully  consent  and  agree to the  provisions  of this
         Agreement and its binding effect upon any community property or similar
         marital  property  interest in the  securities of the Company that they
         may now or  hereafter  own and (b)  agree  that  termination  of  their
         marital  relationship  for any  reason  shall  not have the  effect  of
         removing any such securities  otherwise  subject to this Agreement from
         coverage hereof.  Each  Shareholder  further agrees that he shall cause
         his spouse (and any subsequent  spouse), if any, to execute and deliver
         a Joinder Agreement in the form of EXHIBIT A. ---------

                  (j) GOVERNING LAW. This  Agreement and the  performance of the
         transactions  and the  obligations  of the  parties  hereunder  will be
         governed by and construed  and enforced in accordance  with the laws of
         the  State  of  Texas,  without  giving  effect  to any  choice  of law
         principles.

                                      B-20
<PAGE>

                  (k) DESCRIPTIVE HEADINGS.  The section and subsection headings
         contained in this Agreement are inserted for convenience  only and will
         not affect in any way the meaning or interpretation of this Agreement.

                  (l)  COUNTERPARTS.  This  Agreement  may be executed in two or
         more counterparts,  each of which will be deemed an original but all of
         which  together  will  constitute  one and the  same  instrument.  If a
         Shareholder  listed on the signature  page hereto does not execute this
         Agreement, this Agreement shall not be binding against such Shareholder
         but shall be binding  against  those  Shareholders  who do execute  the
         Agreement.

                  (m) SUCCESSORS AND ASSIGNS.  This Agreement and the rights and
         obligations of the parties hereunder shall inure to the benefit of, and
         be  binding  upon,  their  respective  successors,  assigns  and  legal
         representatives.

                  (n)  ATTORNEYS'  FEES.  If any  action  at law or in equity is
         necessary  to enforce or interpret  the terms of this  Agreement or any
         other  agreement  or  document to be  executed  or  delivered  pursuant
         hereto, the prevailing party shall be entitled to reasonable attorneys'
         fees, costs, and disbursements in addition to any other relief to which
         such party may be entitled.

                  (o)  ADJUSTMENTS  FOR  STOCK  SPLITS,  ETC.  Wherever  in this
         Agreement  there is a reference to a specific number of units or shares
         of any  Company  security  of any  class  or  series,  then,  upon  the
         occurrence of any  subdivision,  combination  or stock dividend of such
         class or series of stock,  the specific  number of shares so referenced
         in this  Agreement will  automatically  be  proportionally  adjusted to
         reflect the effect of such  subdivision,  combination or stock dividend
         on the outstanding shares of such class or series of stock.

                  (p) TERMINATION.  SECTIONS 3(D)-(F) and 4 will terminate as to
         a  Shareholder  without any action of any party  hereto on the later of
         (i) two years  from the date the first H Share was issued and (ii) such
         time as all of such  Shareholder's  H Shares have converted into Common
         Stock. Holdings may terminate Sections 3(d)-(f) and 4 at any time as to
         any or all  party(ies)  by giving ten days written  notice to the other
         parties  hereto.  SECTION 7 and the  provisions  of SECTION 9 affecting
         such section may not be  terminated  without the consent of each person
         affected, including the third party beneficiaries thereof.

                  (q) MERGER.  The parties  acknowledge that it is intended that
         the Company merge into a Delaware  corporation  in connection  with the
         transactions contemplated by the Subscription Agreement. This Agreement
         shall survive such merger and shall apply to such Delaware  corporation
         and its capital  stock  without  any further  action on the part of the
         parties. Each Shareholder agrees to vote in favor such merger.



                                      B-21
<PAGE>

                  (r) LETTER AGREEMENT.  Each Shareholder is party to the Letter
         Agreement dated April 22, 2004, by and among the Company,  Gulfwest Oil
         & Gas  Company  and the other  signatories  thereto.  Each  Shareholder
         agrees to exercise no rights under such agreement.  In addition, to the
         extent  requested  by  the  Company,   each  Shareholder  will  execute
         consents,  amendments  and  waivers  to such  agreement  to effect  the
         transactions  contemplated hereby.  Notwithstanding the foregoing,  the
         Company  and the  Shareholders  agree  that,  as provided in the Letter
         Agreement,  the Company will keep the shelf  Registration  Statement on
         Form S-1 (SEC Registration No. 333-116048)  effective and current under
         the Securities  Act of 1933, as amended,  at its expense until December
         8, 2006.





                                      B-22
<PAGE>



         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the Shareholders and Holdings on the day and year first written above.


                                            GULFWEST ENERGY INC.



                                            By: /S/ JOHN E. LOEHR
                                            -------------------------------
                                            Name: John E. Loehr
                                            Title: CEO


                                            OCM GW HOLDINGS, LLC


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

                                            SHAREHOLDERS
                                            ------------

                                            PETRO CAPITAL ADVISORS

                                            By:
                                            -------------------------------
                                            Name:
                                            Title:

                                            XMEN, LLC

                                            By:
                                            -------------------------------
                                            Name:
                                            Title:

                                            BARRY S. COHN REVOCABLE TRUST

                                            By:
                                            -------------------------------
                                            Name:
                                            Title:

                                            BARGUS PARTNERSHIP

                                            By: /S/ GUS SCHULTES
                                            -------------------------------
                                            Name: Gus Schultes
                                            Title: Partner

                                            -------------------------------
                                            Patrick Parker


                                            /S/ DOUGLAS MORELAND
                                            -------------------------------
                                            Douglas Moreland

                                            -------------------------------
                                            Bruce Goldstein


                                            -------------------------------
                                            Edwin J. Haggerty


<PAGE>


                                            STAR-TEX TRADING CO.

                                            By: John E. Loehr
                                            -------------------------------
                                            Name: John E. Loehr
                                            Title: CEO



<PAGE>


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



<PAGE>






                                   SCHEDULE I



--------------------------------------------------------------------------
               SHAREHOLDER     H SHARES       REGISTRABLE SECURITIES
--------------------------------------------------------------------------

   Douglas Moreland              1,000                  75,000
--------------------------------------------------------------------------

   Bargus Partnership              500                  37,500
--------------------------------------------------------------------------

   Star-Tex Trading Co.            200                  15,000*
--------------------------------------------------------------------------

   J. Virgil Waggoner            3,000                 225,000*
--------------------------------------------------------------------------

         * Such Shareholder elected not to receive those Registrable  Securities
set forth opposite his name.




<PAGE>





                                    EXHIBIT A

                                JOINDER AGREEMENT


         This Joinder  Agreement  (this "JOINDER  AGREEMENT") is executed by the
undersigned  spouse ( "SPOUSE") of ___________  ("SHAREHOLDER")  pursuant to the
terms of that Share Transfer  Restriction  and Right of First Refusal  Agreement
among OCM GW Holdings,  LLC  ("HOLDINGS")  and the Shareholders set forth on the
signature page thereto (as may be amended from time to time,  the  "AGREEMENT").
By the execution of this Joinder Agreement, Spouse agrees as follows:

1. JOINDER.  Spouse hereby agrees to be bound by the terms and conditions of the
Agreement  to the same  extent as if Spouse had  executed  the  Agreement  as an
original  party  thereto.  Nothing  contained  herein shall be deemed to relieve
Shareholder from any liability or obligation incurred thereunder.

2. REPRESENTATIONS AND WARRANTIES. The covenants, representations and warranties
set forth in SECTIONS 3 and 4 of the Agreement are  incorporated  herein MUTATIS
MUTANDIS, and Spouse hereby makes and agrees to such covenants,  representations
and warranties as of the date of this Joinder  Agreement (except as to the first
sentence of SECTION 3(A) where  Shareholder  represents  and warrants as to both
record  ownership and  Beneficial  Ownership,  to the extent Spouse may not have
record ownership,  or become record owner of, securities of the Company owned of
record or that would be owned of record by Shareholder).

3. NOTICE.  Any notice  required as permitted by the Agreement shall be given to
the Spouse at the address listed below Spouse's signature below.

4.  DEFINITIONS.  Undefined  capitalized  terms in this  Joinder  Agreement  are
defined in the Agreement.

5.  COUNTERPARTS.  This  Joinder  Agreement  may be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

6.  GOVERNING LAW. This Joinder  Agreement  shall be governed by the laws of the
State of Texas, without reference to the principles of conflicts of law thereof.


<PAGE>




EXECUTED AND DATED this _____ day of __________, 200_.


                                                           [SPOUSE]


                                                     By:____________________
                                                           Name:
                                                           Address:
                                                           Attention:
                                                           Telecopy:

Agreed to and accepted by Holdings:

OCM GW HOLDINGS, LLC


By:
   ---------------------------------
     Name:
     Title:


Agreed to and accepted by the Company:

GULFWEST ENERGY INC.


By:
   ---------------------------------
     Name:
     Title: