EXHIBIT 4.10

                      FIRST AMENDMENT TO WARRANT AGREEMENT



         This First  Amendment to the Warrant  Agreement  (this  "Amendment") is
executed  as of February  28,  2005,  by and among  GulfWest  Energy  Inc.  (the
"Company"), a Texas corporation and Highbridge/Zwirn Special Opportunities Fund,
L.P.  ("Zwirn") and Drawbridge  Special  Opportunities  Fund  ("Drawbridge"  and
together with Zwirn the "Warrantholders").



         A. The Company and the Warrantholders entered into that certain Warrant
Agreement dated April 27, 2004 (the "Agreement"),  pursuant to which the Company
issued warrants (the "Warrants") to the  Warrantholders to purchase an aggregate
amount of 2,035,621  shares of the common stock,  par value $0.001 per share, of
the Company;

         B. Section 12.1 of the  Agreement  provides  that the  Agreement may be
amended at any time with the  consent of the  Company  and all of the holders of
the Warrants;

         C. The undersigned constitute the holders of all of the Warrants issued
pursuant to the Agreement.

         D. The parties desire to amend the Agreement by deleting Section 3.1(d)
of the Agreement.

         NOW, THEREFORE,  for and in consideration of the premises and covenants
set forth herein and for good and valuable consideration,  the adequacy, receipt
and sufficiency of which are hereby acknowledged, the undersigned parties hereto
hereby agree as follows:

         1. AMENDMENTS. Section 3.1(d) of the Agreement is hereby deleted in its
entirety.

         2.  CONTINUING  EFFECT.  Except as  modified  and amended  hereby,  the
Agreement is and shall remain in force and effect in accordance with its terms.

         3. COUNTERPARTS;  TELECOPIES. This Amendment may be executed in several
counterparts,  all of which  are  identical,  each of which  shall be  deemed an
original,  and all of which  counterparts  together shall constitute one and the
same instrument.

         4. GOVERNING LAW. This Amendment  shall be governed by and construed in
accordance with, the laws of the State of Texas.





                       [SIGNATURE PAGE ON FOLLOWING PAGE]

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



                                    GULFWEST ENERGY INC.



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


                                    HIGHBRIDGE/ZWIRN SPECIAL
                                    OPPORTUNITIES FUND, L.P.

                                    By: D.B. Zwirn & Co., L.P.,
                                    its General Partner


                                    By:      /S/ PERRY A. GRUSS
                                    -------------------------------------
                                    Name:    PERRY A. GRUSS
                                    -------------------------------------
                                    Title:   CHIEF FINANCIAL OFFICER
                                    -------------------------------------


                                    DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP

                                    By: Drawbridge Special Opportunities
                                    GP LLC, its General Partner


                                    By:      /S/ MARC K. FURSTEIN
                                    -------------------------------------
                                    Name:    MARC K. FURSTEIN
                                    -------------------------------------
                                    Title:   CHIEF OPERATING OFFICER
                                    -------------------------------------

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