EXHIBIT 10.13

                               D.B. ZWIRN SPECIAL
                            OPPORTUNITIES FUND, L.P.
                           745 5th Avenue, 18th Floor
                            New York, New York 10151

                                 January 7, 2005


GulfWest Oil & Gas Company
4801 N. Sam Houston Pkwy. E.
Suite 300
Houston, Texas 77060
Attention:  Thomas Kaetzer


RE:      Amended and Restated  Credit  Agreement  dated as of September 22, 2004
         (the "Credit  Agreement")  among  GulfWest  Oil & Gas Company,  a Texas
         corporation,  as Borrower, D.B. Zwirn Special Opportunities Fund, LP, a
         Delaware   limited   partnership,   as   Administrative   Agent  (f/k/a
         Highbridge/Zwirn  Special  Opportunities  Fund,  L.P.) and the  Lenders
         named therein.

Ladies and Gentlemen,

                  Reference  is  hereby  made  for all  purposes  to the  Credit
Agreement.  All capitalized  terms used herein and not otherwise  defined herein
shall have the meaning specified in the Credit Agreement for such term. You have
requested  the  Administrative  Agent and the Lenders grant Borrow the option to
extend  the  Target  Date  until   February  28,  2005.   Borrower  will  notify
Administrative  Agent in writing on or before  January  26, 2005 if it elects to
exercise  the option  granted  hereby.  Such  notice  shall be  irrevocable.  In
consideration  for granting the option Borrower will pay to the Lenders,  in the
aggregate, a non-refundable fee of $25,000  contemporaneously with the execution
hereof.  In the event that  Borrower  elects to exercise  the option as provided
herein,  Borrower  will  make  an  additional  payment  to the  Lenders,  in the
aggregate,  of  $75,000  contemporaneously  with  the  delivery  of  the  notice
exercising  this option.  All notices and other  payments  required or permitted
under this letter  agreement  shall be made in accordance  with the terms of the
Credit  Agreement.  All amounts payable  hereunder shall be deemed to be amounts
due under the  Credit  Agreement.  The  option  provided  for herein may only be
exercised by strict compliance with the terms of this letter  agreement.  In the
event that Borrower fails to exercise the option  provided for herein the Target
Date shall remain January 28, 2005 and nothing  contained  herein is intended to
consent to any other  modification  of the Credit  Agreement with respect to the
Target  Date or any other  covenant or  provision  thereof.  By your  acceptance
hereof,  you agree that the terms of the Credit  Agreement  shall remain in full
force and effect except as may be expressly modified herein through the exercise
of the option as provided for herein.



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           If the  foregoing  is  acceptable  to  you  please  acknowledge  your
agreement by executing this letter in the space below.

                                              Very truly yours,

                                              D.B. ZWIRN SPECIAL
                                              OPPORTUNITIES FUND, L.P.

                                              BY: D.B. ZWIRN PARTNERS, LLC,
                                              AS GENERAL PARTNER

                                              By:      /S/ DANIEL B. ZWIRN
                                                       ------------------------
                                              Name:    Daniel B. Zwirn
                                              Title:   MANAGING MEMBER

ACCEPTED this 7th day of
January, 2005,

BORROWER:

GULFWEST OIL & GAS COMPANY


By: /S/ THOMAS R. KAETZER
    ---------------------------
Name:  THOMAS R. KAETZER
Title: PRESIDENT

LENDERS:

D.B. ZWIRN SPECIAL
OPPORTUNITIES FUND, L.P.

     BY: D.B. ZWIRN PARTNERS, LLC,
          ITS GENERAL PARTNER

         By: /S/ DANIEL B. ZWIRN
         ----------------------------------
         Name:  DANIEL B. ZWIRN
         Title: MANAGING MEMBER



DRAWBRIDGE SPECIAL
OPPORTUNITIES FUND LP

     BY: DRAWBRIDGE OPPORTUNITIES GP LLC,
          ITS GENERAL PARTNER

         By: /S/ CONSTANTINE DAKOLIAS
         -----------------------------------
         Name:  CONSTANTINE DAKOLIAS
         Title: CHIEF CREDIT OFFICER