Ex. 10.14




                              FORBEARANCE AGREEMENT

         FORBEARANCE AGREEMENT, dated of as July 15, 2008 by and between GULF
COAST OIL & GAS, INC. (the "Company"), and CERTAIN WEALTH, LTD. ("CERTAIN
WEALTH"). 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 Certain Wealth have entered into certain
financing arrangements set forth on SCHEDULE A attached hereto and referred to
herein as the "TRANSACTION DOCUMENTS" pursuant to which, Certain Wealth 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 $ 207,383.00                        $ 32,180.29
on February 1, 2006,  due February 1, 2009
in   the   face   amount   of    $250,000.                                       (for both Debentures CW-1 and CW-2)
(Debenture No. CW-1)
------------------------------------------- ----------------------------------- --------------------------------------
------------------------------------------- ----------------------------------- --------------------------------------
10% Secured  Convertible  Debenture issued               USD $ 0                             (see above)
on April 5,  2006,  due  April 5,  2009 in
the face  amount of  $250,000.  (Debenture
No. CW-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, Certain Wealth 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 Certain Wealth 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 Certain Wealth under
               the Transaction Documents (collectively, the "OBLIGATIONS"), are
               unconditionally owing by the Company to Certain Wealth, 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 Certain Wealth has and
               shall continue to have valid, enforceable and perfected
               first-priority liens upon and security interests in the Pledged
               Property heretofore granted to Certain Wealth pursuant to the
               Security Agreement between the Company and Certain Wealth dated
               February 1, 2006 or otherwise granted to or held by Certain
               Wealth. The Company hereby acknowledges, confirms and agrees that
               Certain Wealth has and shall continue to have valid, enforceable
               and perfected first-priority liens upon and security interests in
               the Pledged Property heretofore granted to Certain Wealth
               pursuant to the Security Agreement between the Company and
               Certain Wealth dated February 1, 2006 or otherwise granted to or
               held by the Certain Wealth.

         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
               Certain Wealth 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) Certain Wealth 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
               Certain Wealth 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.
               Certain Wealth 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 Certain Wealth 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, Certain Wealth 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 Certain Wealth 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 Certain Wealth
                    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 Certain Wealth to notify
                    the Company of the occurrence of the Existing Defaults and
                    satisfies any obligation by Certain Wealth to give the
                    Company an opportunity to cure the Existing Defaults.

         c.    NO OTHER WAIVERS; RESERVATION OF RIGHTS.

               i.   Certain Wealth 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 Certain Wealth 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), Certain Wealth 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

                                       3
<PAGE>

                    or any Event of Default which may occur after the date
                    hereof, and Certain Wealth 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.       WARRANTS. In consideration of the agreements set forth herein, the
         Company shall issue to Certain Wealth 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 1,166,667 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 1,416,665 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.

                                       4
<PAGE>


         b.    FURTHER ASSURANCES. The Company shall, from and after the
               execution of this Agreement, execute and deliver to Certain
               Wealth whatever additional documents, instruments, and agreements
               that Certain Wealth 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 Certain Wealth
               and/or to otherwise give effect to the terms and conditions of
               this Agreement, and hereby authorize Certain Wealth 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, Certain Wealth deems
               necessary to perfect or evidence Certain Wealth'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 Certain Wealth of any of its rights and remedies. The
               Company further agrees that it shall not seek to restrain or
               otherwise hinder, delay, or impair Certain Wealth's efforts to
               realize upon any collateral granted to Certain Wealth, or
               otherwise to enforce its rights and remedies pursuant to the
               Transaction Documents. The provisions of this Paragraph shall be
               specifically enforceable by Certain Wealth.

         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 Certain Wealth
         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 Certain Wealth 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.

                                       5
<PAGE>


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.

         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


                              CERTAIN WEALTH, LTD.


                              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