EXHIBIT 10.6

                              GULFWEST ENERGY, INC.

                            2005 STOCK INCENTIVE PLAN

                         STOCK OPTION EXERCISE AGREEMENT





         This Stock Option Exercise Agreement (the "EXERCISE AGREEMENT") is made
and entered into as of _________________  (the "EFFECTIVE DATE"), by and between
GulfWest Energy,  Inc., a Texas  corporation (the "Company"),  and the purchaser
named below (the  "PURCHASER").  Capitalized terms not defined herein shall have
the meanings  ascribed to them in the Company's  2005 Stock  Incentive Plan (the
"PLAN") or the Stock Option Agreement.

     Participant:
                                                 ------------------------------

     Social Security Number:
                                                 ------------------------------

     Address:
                                                 ------------------------------



     Option Shares Being Purchased:
                                                 ------------------------------

     Exercise Price Per Share:
                                                 ------------------------------

     Date of Grant:
                                                 ------------------------------

     Expiration Date:
                                                 ------------------------------

     Type of Stock Option:                       |_|  Incentive Stock Option
                                                 |_|  Nonqualified Stock Option

    1. EXERCISE OF OPTION.

         1.1.  EXERCISE.  Pursuant  to  exercise  of that  certain  option  (the
"OPTION") granted to Purchaser under the Plan and the Stock Option Agreement and
subject to the terms and conditions of this Exercise Agreement, Purchaser hereby
purchases from the Company, and the Company hereby sells to Purchaser, the Total
Number of Shares set forth above (the "SHARES") of the Company's Common Stock at
the Exercise Price Per Share set forth above (the "EXERCISE PRICE").  As used in
this Exercise Agreement,  the term "SHARES" refers to the Shares purchased under
this Exercise Agreement and includes all securities  received (a) in replacement
of the Shares,  (b) as a result of stock  dividends or stock splits with respect
to the Shares, and (c) all securities received in replacement of the Shares in a
merger, recapitalization, reorganization or similar corporate transaction.



                   GULFWEST ENERGY, INC. STOCK OPTION EXERCISE AGREEMENT  Page 1

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         1.2.  TITLE TO SHARES.  The exact  spelling of the name(s)  under which
Purchaser will take title to the Shares is:


         Purchaser desires to take title to the Shares as follows:
         |_|      Individual, as separate property
         |_|      Husband and wife, as community property
         |_|      Joint Tenants
         |_|      Other; please specify:
                                        -----------------------------------


         1.3. PAYMENT. Purchaser hereby delivers payment of the Exercise Price:

         |_| in cash (by check), whether or not acquired through a loan from the
Company,  in the amount of $_________,  receipt of which is  acknowledged by the
Company;

         |_| by a broker  assisted  cashless  exercise  procedure  that has been
approved by the Company;

         |_| by tender of _______ shares of the Company's  Common Stock that has
been owned for at least six months in a Stock-for-Stock exercise;

         |_| by delivery of a promissory  note  payable to the  Company,  in the
amount of $_________; or

         |_| other method or form of  consideration  that is  acceptable  to the
Plan Administrator in its sole discretion.

         Payment of the Exercise Price in any form other than cash is subject to
the advance approval of the Plan Administrator in its sole discretion.

    2. DELIVERY.

         2.1. DELIVERIES BY PURCHASER.  Purchaser hereby delivers to the Company
(a) this Exercise Agreement, (b) if Purchaser is married, a consent of spouse in
the form of EXHIBIT A attached  hereto executed by Purchaser's  spouse,  (c) the
Exercise Price and payment or other provision for any applicable tax obligations
in the form of a check,  or, if permitted under  applicable law and permitted by
the Administrator,  a secured full recourse  promissory note ("NOTE") and (d) if
the  Purchaser  has provided a Note for  exercise of the Shares,  a stock pledge
agreement  executed by Purchaser  ("PLEDGE  AGREEMENT")  and two (2) copies of a
blank stock power ("STOCK  POWER"),  both executed by Purchaser (and Purchaser's
spouse, if any).

                   GULFWEST ENERGY, INC. STOCK OPTION EXERCISE AGREEMENT  Page 2
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         2.2. DELIVERIES BY THE COMPANY. Upon its receipt of the Exercise Price,
payment  or other  provision  for any  applicable  tax  obligations  and all the
documents to be executed and delivered by Purchaser to the Company under SECTION
2.1 hereof, the Company will issue a duly executed stock certificate  evidencing
the Shares in the name of  Purchaser,  PROVIDED,  HOWEVER,  if the Purchaser has
provided a Note for  exercise of the  Shares,  such stock  certificate  shall be
placed  in escrow as  provided  in  SECTION  10  hereof  to  secure  payment  of
Purchaser's obligation under the Note.


    3.  REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser  represents  and
warrants to the Company that:

         3.1. AGREES TO TERMS OF THE PLAN.  Purchaser has received a copy of the
Plan and the Stock Option  Agreement,  has read and understands the terms of the
Plan, the Stock Option Agreement and this Exercise  Agreement,  and agrees to be
bound by their terms and conditions.  Purchaser  acknowledges  that there may be
adverse  tax  consequences  upon  exercise of the Option or  disposition  of the
Shares,  and that Purchaser  should consult a tax advisor prior to such exercise
or disposition.

         3.2.  SEC RULE 144.  Purchaser  understands  that Rule 144  promulgated
under the Securities  Act may  indefinitely  restrict  transfer of the Shares so
long as Purchaser  remains an "affiliate"  of the Company or if "current  public
information"  about  the  Company  (as  defined  in Rule  144)  is not  publicly
available.

         4.  COMPLIANCE  WITH  SECURITIES   LAWS.   Purchaser   understands  and
acknowledges  that,  notwithstanding  any other  provision  of the Stock  Option
Agreement to the contrary,  the exercise of any rights to purchase any Shares is
expressly conditioned upon compliance with the Securities Act and all applicable
state securities laws.  Purchaser agrees to cooperate with the Company to ensure
compliance with such laws.

         5. RIGHTS AS A STOCKHOLDER. Subject to the terms and conditions of this
Exercise  Agreement,  Purchaser  will have all of the rights of a stockholder of
the Company  with  respect to the Shares from and after the date that Shares are
issued to Purchaser until such time as Purchaser disposes of the Shares.

         6.  ESCROW.  If the  Purchaser  has provided a Note for exercise of the
Shares,  as security  for  Purchaser's  faithful  performance  of this  Exercise
Agreement,   Purchaser   agrees,   immediately   upon   receipt   of  the  stock
certificate(s)  evidencing the Shares, to deliver such certificate(s),  together
with the Stock Powers  executed by Purchaser and by Purchaser's  spouse,  if any
(with the date and number of Shares left blank), to the Secretary of the Company
or other designee of the Company (the "ESCROW HOLDER"),  who is hereby appointed
to hold  such  certificate(s)  and Stock  Powers in escrow  and to take all such
actions and to effectuate all such transfers  and/or  releases of such Shares as
are in accordance with the terms of this Exercise  Agreement.  Purchaser and the
Company  agree  that  Escrow  Holder  will not be  liable  to any  party to this
Exercise  Agreement (or to any other party) for any actions or omissions  unless
Escrow Holder is grossly  negligent or intentionally  fraudulent in carrying out
the duties of Escrow  Holder under this  Exercise  Agreement.  Escrow Holder may
rely upon any  letter,  notice or other  document  executed  with any  signature
purported to be genuine and may rely on the advice of counsel and obey any order
of any court with  respect to the  transactions  contemplated  by this  Exercise
Agreement.  The Shares  will remain in escrow so long as they are subject to the
Pledge Agreement.


                   GULFWEST ENERGY, INC. STOCK OPTION EXERCISE AGREEMENT  Page 3
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         7. TAX  CONSEQUENCES.  PURCHASER  UNDERSTANDS THAT PURCHASER MAY SUFFER
ADVERSE TAX  CONSEQUENCES AS A RESULT OF PURCHASER'S  PURCHASE OR DISPOSITION OF
THE SHARES. PURCHASER REPRESENTS:  (a) THAT PURCHASER HAS CONSULTED WITH ANY TAX
ADVISOR  THAT  PURCHASER  DEEMS  ADVISABLE  IN  CONNECTION  WITH THE PURCHASE OR
DISPOSITION  OF THE SHARES AND (b) THAT  PURCHASER IS NOT RELYING ON THE COMPANY
FOR ANY TAX  ADVICE.  IN ADDITION TO THE  FOREGOING,  THE COMPANY  SHALL HAVE NO
LIABILITY TO ANY  PARTICIPANT OR ANY OTHER PERSON IF AN OPTION  DESIGNATED AS AN
INCENTIVE  STOCK  OPTION FAILS TO QUALIFY AS SUCH AT ANY TIME OR IF AN OPTION IS
DETERMINED TO CONSTITUTE "NONQUALIFIED DEFERRED COMPENSATION" WITHIN THE MEANING
OF  SECTION  409A OF THE CODE AND THE TERMS OF SUCH  OPTION DO NOT  SATISFY  THE
ADDITIONAL  CONDITIONS  APPLICABLE TO NONQUALIFIED  DEFERRED  COMPENSATION UNDER
SECTION 409A OF THE CODE AND SECTION 7 OF THE PLAN.

         8. COMPLIANCE WITH LAWS AND  REGULATIONS.  The issuance and transfer of
the Shares will be subject to and conditioned upon compliance by the Company and
Purchaser with all applicable state, local and U.S. Federal laws and regulations
and  with  all  applicable  requirements  of any  stock  exchange  or  automated
quotation  system on which the Company's Common Stock may be listed or quoted at
the time of such issuance or transfer.

         9. OBLIGATION TO SELL. Notwithstanding anything herein to the contrary,
if at any time following  Optionee's  acquisition of shares of Stock  hereunder,
stockholders  of the Company owning 51% or more of the shares of the Company (on
a  fully  diluted  basis)  (the  "CONTROL  SELLERS")  enter  into  an  agreement
(including  any  agreement in  principal) to transfer all of their shares to any
person or group of persons who are not affiliated with the Control Sellers, such
Control  Sellers may require  each  stockholder  who is not a Control  Seller (a
"NON-CONTROL  SELLER")  to sell all of their  shares to such  person or group of
persons at a price and on terms and  conditions  the same as those on which such
Control  Sellers  have  agreed  to sell  their  shares,  other  than  terms  and
conditions  relating to the performance or non-performance of services.  For the
purposes of the preceding sentence, an affiliate of a Control Seller is a person
who controls, which is controlled by, or which is under common control with, the
Control Seller.

         10.  SUCCESSORS  AND ASSIGNS.  The Company may assign any of its rights
under this Exercise Agreement. This Exercise Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the Company. This exercise
Agreement  will be binding upon  Purchaser  and  Purchaser's  heirs,  executors,
administrators, legal representatives, successors and assigns.

         11.  GOVERNING  LAW;  SEVERABILITY.  This Exercise  Agreement  shall be
governed by and construed in  accordance  with the laws of the State of Delaware
without  giving  effect to its conflict of law  principles.  If any provision of
this  Exercise  Agreement  is  determined  by a court  of law to be  illegal  or
unenforceable,  then such  provision  will be  enforced  to the  maximum  extent
possible and the other provisions will remain fully effective and enforceable.



                    GULFWEST ENERGY, INC. STOCK OPTION EXERCISE AGREEMENT Page 4
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         12.  NOTICES.  Any  notice  required  to be given or  delivered  to the
Company  shall be in writing and  addressed  to the  Corporate  Secretary of the
Company at its principal  corporate offices.  Any notice required to be given or
delivered  to  Purchaser  shall be in writing and  addressed to Purchaser at the
address  indicated  above or to such other address as Purchaser may designate in
writing  from  time  to  time  to the  Company.  All  notices  shall  be  deemed
effectively given upon personal delivery, (a) five (5) days after deposit in the
United States mail by certified or registered mail (return  receipt  requested),
(b) two (2)  business  day after its  deposit  with any return  receipt  express
courier (prepaid), or (c) one (1) business day after transmission by facsimile.

         13.  FURTHER  INSTRUMENTS.  The parties  agree to execute  such further
instruments  and to take such further  action as may be reasonably  necessary to
carry out the purposes and intent of this Exercise Agreement.

         14. HEADINGS.  The captions and headings of this Exercise Agreement are
included for ease of reference only and will be disregarded in  interpreting  or
construing this Exercise Agreement.

         15.  ENTIRE  AGREEMENT.  The Plan,  the Stock  Option  Agreement,  this
Exercise  Agreement,  together with all Exhibits  thereto  constitute the entire
agreement and understanding of the parties with respect to the subject matter of
this Exercise Agreement,  and supersede all prior understandings and agreements,
whether oral or written, between the parties hereto with respect to the specific
subject matter hereof. If there is any  inconsistency  between the terms of this
Exercise  Agreement  and the terms of the Plan and Stock Option  Agreement,  the
terms of the Plan and Stock Option Agreement shall govern and control.

                            [SIGNATURE PAGE FOLLOWS]




                    GULFWEST ENERGY, INC. STOCK OPTION EXERCISE AGREEMENT Page 5
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         IN WITNESS WHEREOF,  the Company has caused this Exercise  Agreement to
be executed in triplicate by its duly  authorized  representative  and Purchaser
has executed  this Exercise  Agreement in  triplicate as of the Effective  Date,
indicated above.

                                              GULFWEST ENERGY, INC.



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


                                              PARTICIPANT



                                             ------------------------------
                                              (Signature)

                                              Printed Name:
                                              -----------------------------





                    GULFWEST ENERGY, INC. STOCK OPTION EXERCISE AGREEMENT Page 6
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                                    EXHIBIT A

                                 SPOUSE CONSENT



<PAGE>



                                 SPOUSE CONSENT

         The   undersigned   spouse   of    ____________________________    (the
"PURCHASER")  has read,  understands,  and  hereby  approves  the  Stock  Option
Exercise  Agreement (the  "AGREEMENT")  between  Purchaser and GulfWest  Energy,
Inc., a Texas  corporation  (the  "COMPANY").  In consideration of the Company's
granting  my  spouse  the  right to  purchase  the  Shares  as set  forth in the
Agreement,  the  undersigned  hereby  agrees  to be  irrevocably  bound  by  the
Agreement and further agrees that any community  property interest I may have in
the Shares shall  similarly be bound by the Agreement.  The  undersigned  hereby
appoints  Purchaser  as my  attorney-in-fact  with  respect to any  amendment or
exercise of any rights under the Agreement.



                                           Dated:
                                           -------------------------------

                                           SPOUSE



                                           -------------------------------
                                           (Signature)

                                           -------------------------------
                                           Printed Name

                                           Address:
                                           -------------------------------

                                           -------------------------------

                                           -------------------------------