Ex. 10.22




                              FORBEARANCE AGREEMENT

         FORBEARANCE AGREEMENT, dated of as July 15, 2008 by and between GULF
COAST OIL & GAS, INC. (the "Company"), and TAIB BANK, B.S.C.(C) ("TAIB"). All
capitalized terms used herein shall have the respective meanings assigned
thereto in the Transaction Documents (as defined below) unless otherwise defined
herein.


                              W I T N E S S E T H:

         WHEREAS, the Company and TAIB have entered into certain financing
arrangements set forth on SCHEDULE A attached hereto and referred to herein as
the "TRANSACTION DOCUMENTS" pursuant to which, TAIB is the holder of the
following secured convertible debentures (collectively, the "DEBENTURES") issued
by the Company:

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

------------------------------------------- ----------------------------------- --------------------------------------
          DEBENTURE DESCRIPTION                   PRINCIPAL OUTSTANDING              ACCRUED AND UNPAID INTEREST
------------------------------------------- ----------------------------------- --------------------------------------
------------------------------------------- ----------------------------------- --------------------------------------
10% Secured  Convertible  Debenture issued           USD $ 187,165.00                        $ 31,146.50
on February 1, 2006,  due February 1, 2009
in   the   face   amount   of    $250,000.                                         (for both Debentures TAIB-1 and
(Debenture No. TAIB-1)                                                                         TAIB-2)
------------------------------------------- ----------------------------------- --------------------------------------
------------------------------------------- ----------------------------------- --------------------------------------
10% Secured  Convertible  Debenture issued                USD $                              (see above)
on April 5,  2006,  due  April 5,  2009 in
the face  amount of  $250,000.  (Debenture
No. TAIB-2)
------------------------------------------- ----------------------------------- --------------------------------------
</TABLE>


         The amounts referenced in this chart above are as of June 1, 2008 and
do not include any additional costs, charges, expenses, or liquidated damages.

         WHEREAS, the Company has breached the terms of the Transaction
Documents as set forth in the default letter forwarded to the Company from YA
Global Investments, L.P. dated March 17, 2008 (the "EXISTING DEFAULTS") a copy
of which is attached hereto as Exhibit A; and

         WHEREAS, TAIB is willing to agree to forbear from exercising certain of
its rights and remedies on the terms and conditions specified herein;

         NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto agree,
covenant and warrant as follows:

                                       1
<PAGE>


         1. ACKNOWLEDGMENTS.

         a.    ACKNOWLEDGEMENT OF OBLIGATIONS. The Company hereby acknowledges,
               confirms and agrees that as of the date hereof, the Company is
               indebted to TAIB under the Debentures and the Transaction
               Documents in the outstanding principal amount plus accrued and
               unpaid interest thereon set forth in the first Whereas clause
               above. In addition to the principal and interest set forth
               herein, all interest accrued and accruing hereafter and all
               liquidated damaged, fees, costs, expenses and other charges now
               or hereafter payable by the Company to TAIB under the Transaction
               Documents (collectively, the "OBLIGATIONS"), are unconditionally
               owing by the Company to TAIB, without offset, defense or
               counterclaim of any kind, nature or description whatsoever.

         b.    ACKNOWLEDGEMENT OF SECURITY INTERESTS. The Company hereby
               acknowledges, confirms and agrees that TAIB has and shall
               continue to have valid, enforceable and perfected first-priority
               liens upon and security interests in the Pledged Property
               heretofore granted to TAIB pursuant to the Security Agreement
               between the Company and TAIB dated February 1, 2006 or otherwise
               granted to or held by TAIB. The Company hereby acknowledges,
               confirms and agrees that TAIB has and shall continue to have
               valid, enforceable and perfected first-priority liens upon and
               security interests in the Pledged Property heretofore granted to
               TAIB pursuant to the Security Agreement between the Company and
               TAIB dated February 1, 2006 or otherwise granted to or held by
               the TAIB.

         c.    BINDING EFFECT OF DOCUMENTS. The Company 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
               TAIB by the Company, and each is in full force and effect as of
               the date hereof, (b) the agreements and obligations of the
               Company contained in such documents and in this Agreement
               constitute the legal, valid and binding obligations of the
               Company, enforceable against each in accordance with their
               respective terms, and the Company has no valid defense to the
               enforcement of such obligations, and (c) TAIB is and shall be
               entitled to the rights, remedies and benefits provided for in the
               Transaction Documents and applicable law, without setoff, defense
               or counterclaim of any kind, nature or descriptions whatsoever.

2.       FORBEARANCE IN RESPECT OF CERTAIN EVENTS OF DEFAULT.

         a.    ACKNOWLEDGEMENT OF DEFAULT. The Company hereby acknowledges and
               agrees that the Existing Defaults have occurred and are
               continuing, and each constitutes an Event of Default and entitles
               TAIB to exercise its rights and remedies under the Transaction
               Documents, applicable law or otherwise. The Company further
               represents and warrants that as of the date hereof no other Event
               of Default under the Transaction Documents exist. TAIB has not
               waived, presently do not intend to waive and may never waive such
               Existing Defaults and nothing contained herein or the
               transactions contemplated hereby shall be deemed to constitute
               any such waiver. The Company hereby acknowledges and agrees that
               TAIB has the presently exercisable right to declare the
               Obligations to be immediately due and payable under the terms of
               the Transaction Documents.

                                       2
<PAGE>


         b.    FORBEARANCE.

               i.   In reliance upon the representations, warranties and
                    covenants of the Company contained in this Agreement, and
                    subject to the terms and conditions of this Agreement and
                    any documents or instruments executed in connection
                    herewith, TAIB agrees to forbear from exercising its 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 ending on September 30,
                    2008, so long as the following conditions are met: (i) the
                    Company 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 Defaults.

               ii.  Upon the termination or expiration of the Forbearance
                    Period, the agreement of TAIB 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 TAIB 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 TAIB to notify the Company of the occurrence
                    of the Existing Defaults and satisfies any obligation by
                    TAIB to give the Company an opportunity to cure the Existing
                    Defaults.

         c.    NO OTHER WAIVERS; RESERVATION OF RIGHTS.

               i.   TAIB has not waived, is not by this Agreement waiving, and
                    has no intentions of waiving, any Events of Default which
                    may be continuing on the date hereof or any Events of
                    Default which may occur after the date hereof (whether the
                    same or similar to the Existing Defaults or otherwise), and
                    TAIB has not agreed to forbear with respect to any of its
                    rights or remedies concerning any Events of Default (other
                    than, during the Forbearance Period, the Existing Defaults
                    to the extent expressly set forth herein), which may have
                    occurred or are continuing as of the date hereof or which
                    may occur after the date hereof.

               ii.  Subject to Section 2(b) above (solely with respect to the
                    Existing Defaults), TAIB reserves the right, in its
                    discretion, to exercise any or all of its rights and
                    remedies under the Transaction Documents as a result of any
                    Events of Default which may be continuing on the date hereof
                    or any Event of Default which may occur after the date
                    hereof, and TAIB has not waived any of such rights or
                    remedies, and nothing in this Agreement, and no delay on its
                    part in exercising any such rights or remedies, should be
                    construed as a waiver of any such rights or remedies.

                                       3
<PAGE>


         3.    WARRANTS. In consideration of the agreements set forth herein,
               the Company shall issue to TAIB five (5) warrants in
               substantially the form attached hereto as EXHIBIT C to purchase
               shares of Common Stock of the Company as follows, for a period of
               seven (7) years from the issuance date:

               a.   Warrant to purchase 1,250,000 shares, at an exercise price
                    of $0.01 per share;

               b.   Warrant to purchase 1,166,666 shares at an exercise price of
                    $0.015 per share.

               c.   Warrant to purchase 1,125,000 shares at an exercise price of
                    $0.02 per share.

               d.   Warrant to purchase 1,200,000 shares at an exercise price of
                    $0.025 per share.

               e.   Warrant to purchase 1,416,666 shares at an exercise price of
                    $0.03 per share.

         4.    AMENDMENT OF DEBENTURES. Pursuant to the terms and conditions of
               this Agreement, contemporaneously with the execution and delivery
               of this Agreement, the Company will amend each of the Debentures
               by executing an amendment (the "DEBENTURE AMENDMENTS") in
               substantially the form attached hereto as EXHIBIT D for each
               Debenture. Pursuant to the Debenture Amendments, the following
               amendments will be made to the Debentures:

               a.   Interest will accrue on the outstanding principal balance of
                    the Debentures at an annual rate equal to eighteen percent
                    (18%) per annum effective as of June 1, 2008;

               b.   the Conversion Price as set forth in the Debentures shall be
                    equal to the lesser of (a) the Fixed Conversion Price, or
                    (b) an amount equal to seventy-five percent (75%) of the
                    lowest volume weighted average price (the "VWAP") of the
                    Common Stock as quoted by Bloomberg, LP during the ten (10)
                    trading days immediately preceding the Conversion Date.

               c.   All conversion calculations shall be rounded to the nearest
                    twelfth (12th) decimal, at the sole option of the holder.

         5.    COVENANTS

               a.   COMMON STOCK OF THE COMPANY. The Company shall, within
                    thirty (30) days of the date hereof, have filed the
                    appropriate paperwork with the Nevada Secretary of State and
                    the United States Securities and Exchange Commission and
                    increased the authorized shares of Common Stock the Company
                    to fifteen billion (15,000,000,000) and to provide for a par
                    value of no par value per share. Failure by the Company to
                    do so shall be considered an Event of Default.

               b.   FURTHER ASSURANCES. The Company shall, from and after the
                    execution of this Agreement, execute and deliver to TAIB
                    whatever additional documents, instruments, and agreements

                                       4
<PAGE>

                    that TAIB may require in order to correct any document
                    deficiencies, or to vest or perfect the Transaction
                    Documents and the collateral granted therein more securely
                    in TAIB and/or to otherwise give effect to the terms and
                    conditions of this Agreement, and hereby authorize TAIB to
                    file any financing statements (including financing
                    statements with a generic description of the collateral such
                    as "all assets"), and take any other normal and customary
                    steps, TAIB deems necessary to perfect or evidence TAIB's
                    security interests and liens in any such collateral.

               c.   NON-INTERFERENCE. From and after the termination of the
                    Forbearance Period, the Company agrees not to interfere with
                    the exercise by TAIB of any of its rights and remedies. The
                    Company further agrees that it shall not seek to restrain or
                    otherwise hinder, delay, or impair TAIB's efforts to realize
                    upon any collateral granted to TAIB, or otherwise to enforce
                    its rights and remedies pursuant to the Transaction
                    Documents. The provisions of this Paragraph shall be
                    specifically enforceable by TAIB.

               d.   CROSS DEFAULT. The Company hereby acknowledges and agrees
                    that any default or Event of Default under this Agreement or
                    under any Transaction Document shall constitute an Event of
                    Default under each other Transaction Document.

         6.    RELEASE. In exchange for the accommodations made by TAIB herein,
               the Company does hereby, on behalf of itself and its agents,
               representatives, attorneys, assigns, heirs, subsidiaries,
               executors and administrators (collectively, "COMPANY PARTIES")
               RELEASE AND FOREVER DISCHARGE TAIB and its subsidiaries and its
               respective affiliates, parents, joint ventures, officers,
               directors, shareholders, interest holders, members, managers,
               employees, consultants, representatives, successors and assigns,
               heirs, executors and administrators (collectively, "BUYER
               PARTIES") from all causes of action, suits, debts, claims and
               demands whatsoever known or unknown, at law, in equity or
               otherwise, which the Company Parties ever had, now has, or
               hereafter may have on or prior to the date hereof, and any claims
               for reasonable attorneys' fees and costs, and including, without
               limitation, any claims relating to fees, penalties, liquidated
               damages, and indemnification for losses, liabilities and
               expenses. The release contained in this Section is effective
               without regard to the legal nature of the claims raised and
               without regard to whether any such claims are based upon tort,
               equity, or implied or express contract. It is expressly
               understood and agreed that this release shall operate as a clear
               and unequivocal waiver by the Company Parties of any such claim
               whatsoever.

         7.    PROVISIONS OF GENERAL APPLICATION

               a.   EFFECT OF THIS AGREEMENT. Except as modified pursuant
                    hereto, no other changes or modifications to the Transaction
                    Documents are intended or implied and in all other respects
                    the Transaction Documents are hereby specifically ratified,
                    restated and confirmed by all parties hereto as of the
                    effective date hereof. To the extent of conflict between the
                    terms of this Agreement and the other Transaction Documents,
                    the terms of this Agreement shall control. The Transaction
                    Documents and this Agreement shall be read and construed as
                    one agreement.




                                       5
<PAGE>


               b.   GOVERNING LAW. This Agreement shall be interpreted according
                    to the laws of the State of New Jersey and shall inure to
                    the benefit of and be binding upon the parties hereto and
                    their respective successors and assigns. Any notices,
                    demands, consents, other writings or communications
                    permitted or required by this Agreement shall be given in
                    the manner and to the address as set forth in the
                    Transaction Documents.

               c.   MUTUAL WAIVER OF JURY TRIAL. BECAUSE DISPUTES ARISING IN
                    CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST
                    QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
                    EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND
                    FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
                    PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE
                    APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
                    BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND
                    OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL
                    BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE
                    ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE
                    BETWEEN FACTOR AND CLIENT ARISING OUT OF, CONNECTED WITH,
                    RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
                    BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
                    OTHER FACTORING DOCUMENTS OR THE TRANSACTIONS RELATED
                    THERETO.

                     [SIGNATURE PAGE IMMEDIATELY TO FOLLOW]



                                       6
<PAGE>



         IN WITNESS WHEREOF, this Agreement is executed and delivered as of the
day and year first above written.

                                       GULF COAST OIL & GAS, INC.


                                       By:
                                       Name:    Rahim Rayani
                                       Title:   President & CEO


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


                                       By:
                                       Name:     Larry Chaleff
                                       Title:   Authorized Person













                                       7
<PAGE>

                                   SCHEDULE A

                              TRANSACTION DOCUMENTS

1.       Securities Purchase Agreement dated February 1, 2006, entered into by
         and between Gulf Coast Oil &Gas, Inc. (the "Company") and YA Global
         Investments, L.P. (formerly, Cornell Capital Partners, LP) (herein "YA
         GLOBAL") and Certain Wealth, Ltd. ("CERTAIN WEALTH") and TAIB Bank,
         B.S.C. ("TAIB"). YA Global, Certain Wealth, and TAIB are collectively
         referred to as the "BUYERS".
2.       Investor Registration Rights Agreement dated February 1, 2006, entered
         into by and between the Company and the Buyers, as amended.
3.       Security Agreement dated February 1, 2006, entered into by and between
         the Company and the Buyers.
4.       Irrevocable Transfer Agent Instructions dated February 1, 2006 entered
         into by and between the Company, the Buyers, and Worldwide Stock
         Transfer, LLC.















                                       8
<PAGE>


                                    EXHIBIT A

                                 DEFAULT NOTICE












                                       9
<PAGE>


                                    EXHIBIT B

                          FORM OF AMENDMENT TO WARRANTS















                                       10
<PAGE>


                                    EXHIBIT C

                                 FORM OF WARRANT













                                       11
<PAGE>


                                    EXHIBIT D

                         FORM OF AMENDMENT TO DEBENTURES




















                                       12