EXHIBIT 4.6

                                IRREVOCABLE PROXY

         The  undersigned,  a  shareholder  of  GulfWest  Energy  Inc.,  a Texas
corporation  (the  "COMPANY"),  hereby  irrevocably  appoints  each  of  OCM  GW
Holdings,  LLC, a Delaware limited liability company ("HOLDINGS"),  and B. James
Ford and Skardon F. Baker,  executive officers of Holdings,  and each of them as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of  substitution  and  resubstitution,  to the full extent of the  undersigned's
rights with respect to:

         a)       the number of shares of Class A common stock, par value $0.001
                  per share (the "COMMON STOCK"), and the Cumulative Convertible
                  Preferred Stock, Series E (the "SERIES E PREFERRED STOCK"), of
                  the Company  (collectively,  "BENEFICIAL COMMON STOCK") listed
                  on the final page of this irrevocable proxy;

         b)       any shares of the  Beneficial  Common  Stock  acquired  by the
                  undersigned  by purchase  or by any other  means of  acquiring
                  Beneficial   Ownership  (as  defined  below),   including  the
                  conversion  or  exchange  of any  securities  of  the  Company
                  (including   the  H  Shares  (as   defined))  or  any  of  its
                  subsidiaries into or for shares of Beneficial Common Stock, on
                  or after the date of this  irrevocable  proxy and on or before
                  the Reincorporation Date (as defined below);

         c)       any shares of the Series H  Preferred  Stock,  par value $0.01
                  per share (the "SERIES H PREFERRED  STOCK" and,  together with
                  the  Beneficial  Common Stock,  the "COMPANY  STOCK"),  of the
                  Company,  acquired  by the  undersigned  by purchase or by any
                  other means of acquiring Beneficial  Ownership,  including the
                  conversion or exchange of any securities of the Company or any
                  of its  subsidiaries  into or for shares of Series H Preferred
                  Stock, on or after the date of this  irrevocable  proxy and on
                  or before the Termination Date; and

         d)       any shares of Company  Stock  acquired  after the date of this
                  irrevocable proxy and on or before the Reincorporation Date or
                  Termination Date, as applicable,  in connection with any stock
                  dividend  and  distribution  and any shares  into which or for
                  which any or all of Company  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 Company
                  Stock  (or  any  class  thereof)   because  of  any  split-up,
                  recapitalization,  combination,  merger, exchange of shares or
                  the like with respect to such shares of the Company Stock;

in each case Beneficially Owned by the undersigned  (collectively,  the "SHARES"
and,  with respect to the Series H Preferred  Stock,  or such class or series of
stock which it may be changed into or exchanged for pursuant to (d) by merger or
otherwise, when referred to individually,  the "H SHARES"). For purposes of this
irrevocable  proxy,   "BENEFICIALLY  OWN,"  "BENEFICIAL  OWNER"  or  "BENEFICIAL
OWNERSHIP"  with  respect to any  securities  will mean having  voting  power or
investment power with respect to such securities (as determined pursuant to Rule
13d-3(a)  under the  Securities  Exchange Act of 1934,  as  amended),  including
pursuant  to any  agreement,  arrangement  or  understanding,  whether or not in
writing.


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         THIS IRREVOCABLE  PROXY IS IRREVOCABLE AND IS COUPLED WITH AN INTEREST.
It is granted pursuant to the Share Transfer  Restriction  Agreement between the
undersigned and Holdings, dated the date hereof, and is granted in consideration
of  Holdings  entering  into  the  Subscription   Agreement  (the  "SUBSCRIPTION
AGREEMENT"), dated the date hereof, with the Company. Upon the execution hereof,
all prior proxies given by the undersigned with respect to the Shares are hereby
revoked and no subsequent proxies will be given.

         The  attorneys and proxies named above will be empowered at any time on
or prior to the first to occur of (i) the merger of the Company  into a Delaware
corporation  and wholly owned  subsidiary of the Company (the "Merger") and (ii)
the  conversion of certain of the shares of the  Company's  Series G Convertible
Preferred  Stock (the "SERIES G PREFERRED  STOCK") into New Preferred  Stock (as
defined  in  the  Shareholders   Rights  Agreement  (the  "SHAREHOLDERS   RIGHTS
AGREEMENT")  between  Holdings  and the  Company,  dated  the  date  hereof)  in
accordance  with  SECTION  4.26(D) of the  Shareholders  Rights  Agreement  (the
"REINCORPORATION  DATE"),  to vote (or cause to be voted) all of the Shares,  at
any annual, special or other meeting of the shareholders of the Company or class
or series thereof,  and at any adjournment or adjournments  thereof, or pursuant
to any  consent in lieu of a meeting or  otherwise  (to the extent such class or
series of Shares is  entitled  to a vote  thereon  under  applicable  law or the
Company's  articles of  incorporation),  in favor of (i) the Merger, or, (ii) if
the Merger is not consummated by December 31, 2005, the conversion of certain of
the  Series G  Preferred  Stock  into New  Preferred  Stock (as  defined  in the
Shareholders  Rights  Agreement)  in  accordance  with  SECTION  4.26(D)  of the
Shareholders Rights Agreement (collectively, the "REINCORPORATION").

         The attorneys and proxies named above will be empowered, at any time on
or prior to the conversion  into common stock of all the H Shares received or to
be received (the "TERMINATION DATE") in exchange for the undersigned's  Series A
Preferred  Stock of GulfWest Oil & Gas  Company,  to vote (or cause to be voted)
all of the H Shares, at any annual, special or other meeting of the shareholders
of  the  Company  or  class  or  series  thereof,  and  at  any  adjournment  or
adjournments  thereof,  or  pursuant  to any  consent  in lieu of a  meeting  or
otherwise  (to the extent the Series H  Preferred  Stock is  entitled  to a vote
thereon under applicable law or the Company's articles of incorporation), (i) in
favor  of the  Reincorporation  as  provided  for in the  immediately  preceding
paragraph, and (ii) in such a manner as determined by such attorneys and proxies
in their sole and  absolute  discretion  with  respect to any and all matters on
which such  securities  are  entitled to vote on or consent with respect to as a
class.  The undersigned may not vote the H Shares (or provide a written consent)
on any  matter  relating  to the  Merger or on which the H Shares  may vote as a
class.  Except for (i) these provisions shall survive the Merger and shall apply
with respect to the surviving Delaware corporation and its capital stock without
any further action on the part of the undersigned.

         Any  obligation of the  undersigned  hereunder will be binding upon the
successors and assigns of the undersigned.

         9,545,229  Number of shares of the Common  Stock that are  Beneficially
Owned by the  undersigned  and  subject to this  irrevocable  proxy  pursuant to
subsection (a) above.

         9,000  Number  of  shares  of the  Series E  Preferred  Stock  that are
Beneficially  Owned by the  undersigned  and subject to this  irrevocable  proxy
pursuant to subsection (a) above.

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Dated:  February 28, 2005

                         Signature of Shareholder:/s/ J. Virgil Waggoner
                         -----------------------------------------------
                         Name of Shareholder: J. Virgil Waggoner



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