EXHIBIT 10.7

THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED OR QUALIFIED UNDER  APPLICABLE  STATE  SECURITIES  LAWS.
SUCH  WARRANT  AND OTHER  SECURITIES  MAY NOT BE SOLD OR  OTHERWISE  TRANSFERRED
EXCEPT IN A TRANSACTION  WHICH IN THE OPINION OF SECURITIES  COUNSEL  REASONABLY
SATISFACTORY TO THE COMPANY IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL
OR STATE  SECURITIES  LAWS OR PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT
THEREUNDER.



                      FORM OF COMMON STOCK PURCHASE WARRANT
               For the Purchase of _______ Shares of Common Stock,
                                 $.001 Par Value

                                       of

                              GULFWEST ENERGY INC.
                              (A Texas Corporation)


         THIS CERTIFIES THAT, for value received, ___________ (the "Holder"), as
registered  owner of this  Warrant,  is  entitled to at any time or from time to
time before 5:00 P.M., Central Time, on the Expiration Date, but not thereafter,
to  subscribe  for,  purchase  and  receive  ______  shares  of  fully  paid and
non-assessable shares of the common stock, $.001 par value (the "Common Stock"),
of GulfWest Energy Inc., a Texas  corporation (the  "Company").  As used herein,
the term  "Expiration  Date"  shall  mean the third  anniversary  following  the
"Effective  Date";  and the term "Effective Date" shall mean _________ __, ____.
The exercise price for such number of shares shall be $___ per share. The number
of shares of the Common  Stock to be received  upon the exercise of this Warrant
and the price to be paid for a share of Common  Stock may be adjusted  from time
to time as hereinafter set forth.  The shares of Common Stock  deliverable  upon
such  exercise,  and as adjusted from time to time,  are  hereinafter  sometimes
referred to as "Warrant Stock" and the exercise price of a share of Common Stock
in effect at any time and as adjusted from time to time is hereinafter sometimes
referred to as the "Exercise Price." In addition, under certain circumstances as
set forth  herein,  the Holder  shall have the right to require  the  Company to
register the Warrant Stock.

         1.  EXERCISE OF WARRANT.  This  Warrant may be exercised in whole or in
part at any  time or  times  after  the  Effective  Date  and on or  before  the
Expiration  Date. This Warrant may be exercised by presentation and surrender of
this  Warrant  and payment by  cashier's  check of the  Exercise  Price for such
shares of Common Stock to the Company at the principal office of the Company. If
the subscription  rights  represented hereby shall not be exercised at or before
5:00 P.M.,  Houston,  Texas Time,  on the  Expiration  Date,  this Warrant shall
without any action on the part of the Company being required, become and be void
without further force or effect,  and all rights  represented hereby shall cease
and expire.  This Warrant may be exercised in accordance with its terms in whole
or in part  (payment of a portion of the  Exercise  Price shall  proportionately
reduce  the  number of shares to be issued to the  Holder).  In the event of the
exercise of this Warrant in part only,  the Company  shall cause to be delivered
to the Holder a new  Warrant  of like  tenor to this  Warrant in the name of the
Holder  evidencing  the right of the Holder to purchase  the number of shares of
the Company  Stock  purchasable  hereunder as to which this Warrant has not been
exercised.



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<PAGE>

         2. RIGHT OF REPURCHASE.  This Warrant  contains no express or mandatory
repurchase right.

         3. RIGHTS OF THE HOLDER.  The Holder  shall not, by virtue  hereof,  be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

         4. ANTI-DILUTION PROVISIONS.

                  a.  ADJUSTMENTS.  In case (i) the  outstanding  shares  of the
Common  Stock  shall be  subdivided  into a  greater  number of  shares,  (ii) a
dividend in Common Stock shall be paid in respect of Common Stock,  or (iii) the
outstanding  shares of Common Stock shall be combined  into a smaller  number of
shares thereof, the Exercise Price per share in effect immediately prior to such
subdivision   or  combination  or  at  the  record  date  of  such  dividend  or
distribution shall  simultaneously with the effectiveness of such subdivision or
combination  or   immediately   after  the  record  date  of  such  dividend  or
distribution  be  proportionately  adjusted  to equal the  product  obtained  by
multiplying  the  Exercise  Price by a fraction,  the  numerator of which is the
number  of  outstanding  shares  of  Common  Stock  prior  to such  combination,
subdivision  or  dividend,  and the  denominator  of  which  is that  number  of
outstanding  shares of Common  Stock after  giving  effect to such  combination,
subdivision or dividend. Any dividend paid or distributed on the Common Stock in
stock or any other  securities  convertible into shares of Common Stock shall be
treated as a dividend  paid in Common  Stock to the extent that shares of Common
Stock are issuable upon the conversion thereof.

                  Whenever  the Exercise Price per share is adjusted as provided
in the  immediately  preceding  paragraph,  the number of shares of the  Warrant
Stock  purchasable  upon  exercise  of the  Warrant  immediately  prior  to such
Exercise Price adjustment shall be adjusted,  effective simultaneously with such
Exercise  Price  adjustment,  to equal the product  obtained  (calculated to the
nearest full share) by multiplying such number of shares of the Warrant Stock by
a fraction,  the  numerator of which is the  Exercise  Price per share in effect
immediately prior to such Exercise Price adjustment and the denominator of which
is the Exercise Price per share in effect upon such Exercise  Price  adjustment,
which  adjusted  number of shares of the Warrant  Stock shall  thereupon  be the
number of shares of the Warrant Stock  purchasable  upon exercise of the Warrant
until further adjusted as provided herein.

                  b. NO ADJUSTMENT FOR SMALL AMOUNTS. Anything in this Section 4
to the  contrary  notwithstanding,  the  Company  shall not be  required to give
effect to any  adjustment in the Exercise  Price unless and until the net effect
of one or more adjustments,  determined as above provided, shall have required a
change of the Exercise Price by at least ten cents,  but when the cumulative net
effect of more than one  adjustment so determined  shall be to change the actual
Exercise  Price by at least ten cents,  such change in the Exercise  Price shall
thereupon be given effect.

                  c. COMMON STOCK  DEFINED.  Whenever  reference is made in this
Section  4 to the issue or sale of shares  of  Common  Stock,  the term  "Common
Stock" shall mean the Common Stock of the Company of the class  authorized as of
the date  hereof  and any other  class of stock  ranking  on a parity  with such
Common Stock.  However,  shares issuable upon exercise hereof shall include only
shares of the class  designated  as Common  Stock of the  Company as of the date
hereof.



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<PAGE>



         5.  REGISTRATION  RIGHTS WITH  RESPECT TO THE  WARRANT  AND  UNDERLYING
SHARES.

                  a.  PIGGYBACK  REGISTRATION  RIGHTS.  In the event the Company
proposes  to file a  registration  statement  under the  Securities  Act of 1933
("Securities Act" or "Act") which relates to a current offering of securities of
the  Company  (except in  connection  with an offering on Form S-8 or S-4 or any
other  inappropriate  form),  such  registration  statement  (and the prospectus
included  therein)  shall  also,  at the  written  request to the Company by the
Holder,  relate  to and meet the  requirements  of the Act with  respect  to any
public  offering  of the  Warrant  Stock so as to permit the public  sale of the
Warrant  Stock.  The  Company  shall  give  written  notice to the Holder of its
intention to file a registration  statement  under the Act relating to a current
offering  of  securities  in the Company not less than thirty (30) days prior to
the filing of such  registration  statement.  The  written  request by Holder to
include the Warrant  Stock held by such Holder shall be given to the Company not
less than twenty (20) days prior to the date  specified in the  notice(s) as the
date on which it is intended to file such  registration  statement.  Neither the
delivery  of such  notice by the  Company  nor of such  request by Holder  shall
obligate the Company to file such registration statement and notwithstanding the
filing of such registration statement, the Company may, at any time prior to the
effective day thereof, determine to withdraw such registration statement and not
offer  the  securities  intended  to be  offered  by the  Company  to which  the
registration  statement  relate,  without  liability  to the  Holder on  account
thereof.

                  b.  GENERAL.  In each instance in which the Company shall take
any  action to permit a public  offering  or sale or other  distribution  of the
Warrant Stock pursuant to a registration statement to be filed under subpart (a)
above, the Company shall:


                           (i) Supply to Holder a reasonable number of copies of
the preliminary, final and other prospectuses in conformity with requirements of
the Act and the rules and  regulations  promulgated  thereunder  and such  other
documents the Holder as shall reasonably request.

                           (ii) Use its best efforts to cause the Warrant  Stock
to be  registered,  qualified  or  exempted  under the  securities  laws of such
reasonable  number and selection of states selected by the Holder and do any and
all other acts and things which may be  necessary or advisable to enable  Holder
to  consummate  the proposed sale or other  disposition  of the Warrant Stock in
such states; PROVIDED, HOWEVER, that in no event shall the Company be obligated,
in connection therewith,  to qualify to do business or to file a general consent
to service of process in any jurisdiction where it shall not then be qualified.

                           (iii) Pay all costs of the Registration Statement and
public offering exclusive of (i) brokers or sales commissions on the sale of the
Warrant Stock; and (ii) any legal fees incurred by the Holder in connection with
the registration statement or public offering.

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<PAGE>


                           (iv)  Indemnify  and hold  harmless  Holder  and each
underwriter,  within the meaning of the Act, who may  purchase  from or sell for
Holder,  any  Warrant or Warrant  Stock,  from and  against  any and all losses,
claims,  damages,  and liabilities  (including,  but not limited to, any and all
expenses whatsoever reasonably incurred in investigating,  preparing,  defending
or settling any claim) arising from (i) any untrue or alleged  untrue  statement
of a material fact contained in any registration statement furnished pursuant to
Section 5, or any prospectus contained therein or delivered thereunder,  or from
(ii) any omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading,  unless such untrue  statement or omission
based upon  information  furnished or required to be furnished in writing to the
Company by Holder or  underwriter  in writing  expressly for use therein,  which
indemnification  shall  include each person,  if any, who controls the Holder or
underwriter  within the meaning of the Act;  PROVIDED,  HOWEVER that the Company
shall not be so obligated to indemnify the Holder or  underwriter or controlling
person unless such Holder and  underwriter  shall at the same time indemnify the
Company, its directors,  each officer signing any registration  statement or any
amendment to any  registration  statement and each person,  if any, who controls
the Company  within the meaning of the Act, from and against any and all losses,
claims,  damages  and  liabilities  (including,  but not limited to, any and all
expenses whatsoever reasonably incurred in investigating,  preparing,  defending
or settling any claim) arising from (a) any untrue or alleged  untrue  statement
of a material fact contained in any  registration  statement or any amendment to
any registration or prospectus  furnished  pursuant to this Section,  or (b) any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they were made, not misleading,  but the indemnity of
the Holder,  underwriter  or  controlling  person  shall be limited to liability
based upon  information  furnished  in  writing to the  Company by the Holder or
underwriter  or  controlling  person  expressly  for use therein.  The indemnity
agreement  of the  Company  herein  shall not inure to the  benefit  of any such
underwriter  (or to the benefit of any person who controls such  underwriter) on
account of any losses, claims,  damages,  liabilities (or actions or proceedings
in respect  thereof)  arising from the sale of this Warrant or any Warrant Stock
by such underwriter to any person if such  underwriter  failed to send or give a
copy of the  prospectus  furnished  pursuant to this  Section 5, as the same may
then be supplemented or amended (if such supplement or amendment shall have been
furnished  pursuant  to this  Section  5, to such  person  with or  prior to the
written confirmation of the sale involved.

                  c. ADDITIONAL TERMS AND Conditions. Notwithstanding  any other
provision of this Section 5:

                           (i) The registration rights under this Section 5 will
be exercisable commencing on the first anniversary of the Effective Date.

                           (ii) The Company shall be obligated under subpart (a)
to offer piggyback registration one time only.

                           (iii)   If,  in the  case of an  underwritten  public
offering of the  Company's  securities  proposed to be made by the Company by or
through a firm of  underwriters,  the managing  underwriters  shall certify in a
writing  addressed  to the Holder that in their  opinion a  registration  of the
Warrant Stock would materially  adversely affect the offering,  then the Company
may elect to suspend  its  obligations  under  subpart (a) until such as, in the
opinion of the  managing  underwriters,  the  offering  would not be  materially
adversely  affected by the  registration  of the Warrant Stock.  In the event of
such a suspension,  the Company shall remain obligated to offer the registration
rights under subpart (a) on the occasion of its next public offering.

                           (iv) The  registration  rights  under this  Section 5
shall expire at 5:00 p.m.,  Central  time,  on the  Expiration  Date,  except as
otherwise provided in Section 5(c)(III).

         6. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933.

                  a.  This  Warrant  may not be sold or  assigned  except to the
Company,  and the Warrant  Stock or any other  security  issued or issuable upon
exercise of this Warrant may not be sold,  transferred or otherwise  disposed of
except to a person who, in the opinion of counsel for the  Company,  is a person
to whom this such Warrant Stock may legally be transferred without  registration
and without  the  delivery of a current  prospectus  under the Act with  respect
thereto and then only  against  receipt of an agreement of such person to comply
with the  provisions  of this  Section  6 with  respect  to any  resale or other
disposition of such securities.




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<PAGE>




                  b. The Company may cause the following  legend to be set forth
on each certificate  representing  Warrant Stock or any other security issued or
issuable upon exercise of this Warrant not theretofore distributed to the public
or sold to  underwriters  for  distribution  to the public pursuant to Section 5
hereof,  unless  counsel  for  the  Company  is of the  opinion  as to any  such
certificate that such legend is unnecessary:

                  "The  securities  represented by this  certificate  may not be
                  offered  for  sale,  sold  or  otherwise   transferred  except
                  pursuant to an effective registration statement made under the
                  Securities  Act  of  1933  (the  "Act"),  or  pursuant  to  an
                  exemption from registration under the Act, the availability of
                  which  is  to  be  established  to  the  satisfaction  of  the
                  Company."

         IN WITNESS  WHEREOF,  the Company has caused this Common Stock Purchase
Warrant to be signed by its duly  authorized  officer,  effective the ___ day of
_________, _____.

                                            GULFWEST ENERGY INC.



                                            By:
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