EXHIBIT 10.1
                                 March 28, 2006

Falcon Natural Gas Corp.
Westchase Center
2500 Citywest Blvd. - Suite 300
Houston, Texas 77019
Attn: Massimiliano Pozzoni

         Re:      Forbearance Agreement

Dear Mr. Pozzoni:

      This forbearance agreement will confirm our understanding regarding Falcon
Natural Gas Corp.'s ("Falcon")  obligations owed to Cornell Capital Partners, LP
("Cornell").  Falcon  hereby  acknowledges,  confirms  and agrees that as of the
close of  business on March 28,  2006,  Falcon is  indebted  (collectively,  the
"Existing Debentures") to Cornell in the amounts set forth below:

                             Date of            Outstanding          Outstanding
   Investor Name:            Debenture:         Principal:           Interest:
   -------------             ----------          ---------            --------
   Cornell                   4/19/05             $1,000,000           $88,767
   Cornell                   10/17/05            $7,000,000           $151,509

      Falcon  acknowledges that it is in default of the Existing Debentures for,
among other  things,  failure to make timely  payments of principal and interest
and failing to timely  register  with the  Securities  and  Exchange  Commission
("SEC") the common stock underlying the Existing Debentures  (collectively,  the
"Existing Defaults").

      Our agreement is as follows:

1.    In consideration of the accommodations made by Cornell to Falcon set forth
      herein,

      a.    Cornell  shall  convert the  outstanding  balance of $250,000 on the
            Convertible  Debenture  dated as of April 19,  2005 at a  conversion
            price of $0.10 per share (i.e., the default conversion price of such
            debenture).  The outstanding  principal  balance of such Convertible
            Debenture  shall be reduced by  $250,000,  the amount so  converted.
            Falcon shall cause 2,500,000 shares of its common stock to be issued
            to Cornell  within 5 days of the date hereof,  and shall  deliver to
            Falcon's  transfer  agent  at  such  time a legal  opinion  rendered
            pursuant to Rule 144 and shall render any additional  legal opinions
            to Cornell as may be required by Cornell from time to time to resell
            the common stock underlying such debenture; and

      b.    Further,  Falcon  shall  issue to  Cornell  the  following  warrants
            (collectively,  the "Warrant") to purchase shares of Falcon's common
            stock, each warrant in the form of the warrant attached as Exhibit A
            hereto:

                                       17
<PAGE>

Mr. Massimiliano Pozzoni
March 28, 2006
Page 2

<TABLE>
<CAPTION>
                                                                                        Warrant Exercise
            Investor Name:                     Warrant No.:      Warrant Shares:              Price:
            -------------                      -----------       --------------         ----------------
<S>                                            <C>                 <C>                       <C>
            Cornell Capital Partners, LP.      CCP-1                3,000,000                 $0.30
            Cornell Capital Partners, LP.      CCP-2                3,000,000                 $0.35
            Cornell Capital Partners, LP.      CCP-3                3,000,000                 $0.40
            Cornell Capital Partners, LP.      CCP-4                3,000,000                 $0.50
            Cornell Capital Partners, LP.      CCP-5                3,000,000                 $0.60
            Cornell Capital Partners, LP.      CCP-6                3,000,000                 $0.70
            Cornell Capital Partners, LP.      CCP-7                5,000,000                 $0.80
            Total                                                  23,000,000
</TABLE>

2.    The maturity  dates of the  Existing  Debentures  shall be extended  until
      December  31,  2007.  Payments of  principal  and interest on the Existing
      Debentures shall commence on April 1, 2007 and shall continue on the first
      business day of each  calendar  month  thereafter  until the paid in full.
      Each monthly payment shall be equal to the outstanding  principal  balance
      on the date such  payment is due  divided by 10,  plus  accrued and unpaid
      interest.  For  example,  if  the  outstanding  principal  balance  on the
      Convertible  Debenture  dated October 17, 2005 issued by Falcon to Cornell
      was  $4,000,000  on April 1, 2007,  then the  payment due on April 1, 2007
      would be $400,000  (i.e.,  $4,000,000  divided  10),  plus all accrued and
      unpaid interest through such date.

3.    Falcon  shall  re-file  the  Registration  Statement  with the SEC for the
      resale of the shares of common stock  underlying  the Existing  Debentures
      and the  Warrants  on, or before,  May 15,  2006.  Falcon  shall have such
      Registration  Statement  declared  effective by the SEC on, or before July
      31, 2006.

4.    All amounts owed, together with interest accrued and accruing thereon, and
      fees, costs, expenses and other charges (collectively,  the "Obligations")
      now  or  hereafter  payable  by  Falcon  to  Cornell  (including,  without
      limitation,   the  amounts  referenced  in  the  table  above)  under  the
      Convertible Debentures and all other agreements, contracts, instruments or
      other items delivered in connection  therewith  (collectively,  along with
      this  letter  agreement  shall be  referenced  herein as the  "Transaction
      Documents")  are  unconditionally  owing by  Falcon  to  Cornell,  without
      offset, setoff, defense or counterclaim of any kind, nature or description
      whatsoever.  All terms of the  Transaction  Documents not modified by this
      letter  agreement  shall  remain  in full  force and  effect.  An event of
      default on any Transaction  Document shall  constitute an Event of Default
      on all other Transaction Documents.

                                       2
<PAGE>

Mr. Massimiliano Pozzoni
March 28, 2006
Page 3

5.    Falcon hereby  acknowledges,  confirms and agrees that each of Cornell has
      and shall continue to have valid, enforceable and perfected first-priority
      liens upon and security  interests in the Pledged  Property (as defined in
      the  Transaction  Documents)  heretofore  granted  pursuant to any and all
      security agreements or otherwise granted to or held by Cornell.

6.    In reliance upon the  representations,  warranties and covenants of Falcon
      contained in this  Agreement,  and subject to the terms and conditions set
      forth herein,  Cornell hereby waives on a one-time basis only the Existing
      Defaults  and further  agree to forbear from  exercising  their rights and
      remedies under the  Transaction  Documents or applicable law in respect of
      or  arising  out of the  Existing  Defaults,  subject  to the  conditions,
      amendments  and  modifications   contained  herein  for  the  period  (the
      "Forbearance  Period") commencing on the date hereof and continuing for so
      long as the following  conditions  are met: (i) Falcon  strictly  complies
      with the  terms of this  Agreement,  and (ii)  there is no  occurrence  or
      existence of any event of default,  other than the Existing  Default under
      the  Transaction  Documents or any other agreement that Falcon has entered
      into with Cornell.

7.    Upon  the  termination  or  expiration  of  the  Forbearance  Period,  the
      agreement of Cornell to forbear shall  automatically  and without  further
      action terminate and be of no force and effect,  it being expressly agreed
      that the effect of such  termination will be to permit Cornell to exercise
      such rights and remedies immediately,  including,  but not limited to, the
      acceleration of all of the Obligations without any further notice, passage
      of time or  forbearance  of any kind.  This  Agreement  shall be deemed to
      satisfy  any and all  requirements  by  Cornell  to  notify  Falcon of the
      occurrence of the Existing Default and satisfies any obligation by Cornell
      to give Falcon an opportunity to cure each Existing Default.

8.    Falcon  hereto  acknowledges,  confirms and agrees  that:  (a) each of the
      Transaction  Documents  to which it is a party has been duly  executed and
      delivered to Cornell by Falcon, and each is in full force and effect as of
      the date hereof, (b) the agreements and obligations of Falcon contained in
      such  documents  and in this  Agreement  constitute  the legal,  valid and
      binding  obligations of Falcon,  enforceable against it in accordance with
      their respective terms, and Falcon has no valid defense to the enforcement
      of such  obligations,  and (c)  Cornell  is and shall be  entitled  to the
      rights,  remedies and benefits  provided for in the Transaction  Documents
      and applicable law, without offset, setoff, defense or counterclaim of any
      kind, nature or descriptions whatsoever.

9.    Falcon shall disclose the contents of this letter  agreement on a Form 8-K
      or such other form as may be applicable within 1 day of the date hereof.

                                       3
<PAGE>

Mr. Massimiliano Pozzoni
March 28, 2006
Page 4


10.   This letter may be executed in any number of  counterparts,  each of which
      shall be deemed an original, and all of which shall constitute one and the
      same instrument. This letter shall be accepted, effective and binding, for
      all purposes,  when the parties shall have signed and  transmitted to each
      other,  by telecopier or  otherwise,  copies of this letter.  The terms of
      this letter  supersede the terms of any other verbal or written  agreement
      existing prior to the date hereof. In the event of any litigation  arising
      hereunder,  the  prevailing  party or parties shall be entitled to recover
      its or their  reasonable  attorneys'  fees and court  costs from the other
      party or parties,  including  the costs of bringing  such  litigation  and
      collecting upon any judgments. This letter shall be binding upon and shall
      inure to the benefit of the  parties  hereto and their  respective  heirs,
      executors, legal representatives, trustees, successors and assigns. Except
      for the amounts  expressly  set forth herein,  none of the parties  hereto
      shall be liable to any other party for any amounts whatsoever.

      If the foregoing  correctly sets forth the terms of our agreement,  please
sign this letter on the line  provided  below,  whereupon  it will  constitute a
binding agreement among us.

                                            Sincerely,

                                            CORNELL CAPITAL PARTNERS, LP

                                            By: Yorkville Advisors, LLC
                                            Its:  General Partner

                                            By: /s/ Mark Angelo
                                              -------------------------
                                            Name:    Mark Angelo
                                            Title:   Portfolio Manager

ACCEPTED AND AGREED:
FALCON NATURAL GAS CORP.

By:      /s/ Massimiliano Pozzoni
  -------------------------------
Name: Massimiliano Pozzoni
Title:  Chief Executive Officer

                                       4
<PAGE>


                                    EXHIBIT A

                                 FORM OF WARRANT

                                 See Exhibit 4.1