AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT

      THIS AMENDMENT NO.1 (the "Amendment") is made and entered into effective
as of March 15, 2006, to that certain Investor Registration Rights Agreement
(the "Agreement") dated February 1, 2006 by and among GULF COAST OIL & GAS,
INC., a Nevada corporation (the "Company"), DAVID GONZALEZ, ESQ. (the "Escrow
Agent") and CORNELL CAPITAL PARTNERS, LP, CERTAIN WEALTH, LTD., and TAIB BANK,
B.S.C. (C) (collectively, the "Investors").

                                    Recitals:

      WHEREAS, on or about February 1, 2006, the Company and the Investors
entered into a series of financing agreements (the "Transaction Documents"),
including, without limitation the Securities Purchase Agreement, the convertible
debentures issued thereto, and the Agreement (as defined herein), pursuant to
which, among other things, the Investors agreed to advance the Company the
aggregate of Two Million Dollars ($2,000,000) of secured convertible debentures;

      WHEREAS, the parties hereto desire to amend the Agreement to extend
certain deadlines contained therein; and

      WHEREAS, all terms in the Agreement, except as modified herein, and the
terms contained in the Transaction Documents, shall remain in full force and
effect.

      NOW, THEREFORE, in consideration of the premises and the mutual promises,
conditions and covenants contained herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto agree
as follows:

      1.    The foregoing recitals are hereby incorporated herein by reference
            and acknowledged as true and correct by the parties hereto.

      2.    Sections 2(a) and (b) of the Agreement are hereby amended and
            restated in their entirety to read as follows:

                  "(a) Subject to the terms and conditions of this Agreement,
            the Company shall prepare and file, no later than March 31, 2006
            (the "Scheduled Filing Deadline"), with the SEC a registration
            statement on Form S-1 or SB-2 (or, if the Company is then eligible,
            on Form S-3) under the Securities Act (the "Initial Registration
            Statement") for the resale by the Investors of the Registrable
            Securities, which includes at least 514,403,329 shares of Common
            Stock to be issued upon conversion of the Convertible Debentures and
            30,000,000 shares of Common Stock to be issued upon exercise of the
            Warrants of even date herewith. The Company shall cause the
            Registration Statement to remain effective until the earlier of (i)
            all of the Registrable Securities have been sold or (ii) the date
            the Registrable Securities become eligible for sale without
            restriction under Section 144 (k) promulgated under the Securities
            Act of 1933, as amended. Prior to the filing of the Registration
            Statement with the SEC, the Company shall furnish a copy of the
            Initial Registration Statement to the Investors for their review and
            comment. The Investors shall furnish comments on the Initial
            Registration Statement to the Company within twenty-four (24) hours
            of the receipt thereof from the Company."
<PAGE>

                  "(b) Effectiveness of the Initial Registration Statement. The
            Company shall use its best efforts (i) to have the Initial
            Registration Statement declared effective by the SEC no later than
            June 2, 2006 (the "Scheduled Effective Deadline") and (ii) to insure
            that the Initial Registration Statement and any subsequent
            Registration Statement remains in effect until all of the
            Registrable Securities have been sold, subject to the terms and
            conditions of this Agreement. It shall be an event of default
            hereunder if the Initial Registration Statement is not filed by the
            Scheduled Filing Deadline or declared effective by the SEC by the
            Scheduled Effective Deadline."

      3.    Notwithstanding anything to the contrary herein or in the
            Transaction Documents, in the event the Company fails to file the
            Registration Statement by the Scheduled Filing Deadline (as defined
            herein), the Company shall pay to Investors one (1) month of
            liquidated damages in accordance with the calculation set forth in
            Section 2 (c) of the Agreement, in addition to any remedies
            contained in the Transaction Documents.

                     [SIGNATURE PAGES TO IMMEDIATELY FOLLOW]
<PAGE>

      IN WITNESS WHEREOF, the parties have signed and delivered this Amendment
Agreement on the date first set forth above.

GULF COAST OIL & GAS, INC.                       CORNELL CAPITAL PARTNERS, LP

By: /s/ Rahim Rayani                             By: Yorkville Advisors, LLC
    --------------------
Name:  Rahim Rayani                              Its: General Partner
Title: President & CEO
                                                 By: /s/ Mark A. Angelo
                                                     ----------------------
                                                 Name: Mark A. Angelo
                                                 Title: Portfolio Manager


                                                 CERTAIN WEALTH, LTD.

                                                 By: /s/ Larry Chaleff
                                                     ----------------------
                                                 Name: Larry Chaleff


                                                 TAIB BANK, B.S.C. (C)

                                                 By: /s/ Larry Chaleff
                                                     ----------------------
                                                 Name: Larry Chaleff