ex10-6.htm


    Exhibit 10.6

     

    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
      STATE SECURITIES LAWS.  THIS WARRANT AND THE SHARES OF COMMON STOCK
      ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
      PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      AS
      TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
      AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO GULF COAST OIL CORPORATION THAT
      SUCH REGISTRATION IS NOT REQUIRED.

     

    Right
      to
      Purchase Shares of

     

    Gulf
      Coast Oil Corporation

     

    (subject
      to adjustment as provided herein)

     

    AMENDED
      AND RESTATED

     

    COMMON
      STOCK PURCHASE WARRANT

    
      	
              No.
                _________________

            	
              Issue
                Date:  Effective as of April 28,
                2006

            


    

     

    GULF
      COAST OIL CORPORATION, a corporation organized under the laws of the State
      of
      Delaware, hereby certifies that, for value received, LAURUS MASTER FUND, LTD.,
      or assigns (the “Holder”), is entitled, subject to the terms set forth below, to
      purchase from the Company (as hereinafter defined) at any time or from time
      to
      time following payment in full of all obligations and liabilities owing by
      the
      Company to the Holder in connection with the transactions contemplated by the
      Securities Purchase Agreement dated as of April 28, 2006 by and between the
      Company and the Holder (as amended, modified and/or supplemented from time
      to
      time, the “Securities Purchase Agreement”) and the Related Agreements (as
      defined in the Securities Purchase Agreement) (the “Debt Repayment Date”), up to
      the Specified Number (as hereinafter defined) fully paid and nonassessable
      shares of Common Stock (as hereinafter defined), at the Exercise Price (as
      hereinafter defined).

     

    This
      Warrant amends and restates the warrant originally issued to the Holder pursuant
      to the Securities Purchase Agreement (the “Original Warrant”) for the purposes
      of clarifying certain of the exercise provisions of the Original Warrant and
      the
      percentage of the Company’s equity into which the Original Warrant was
      exercisable.  All references to the “Warrant” set forth in the
      Securities Purchase Agreement and in each Related Agreement (as defined in
      the
      Securities Purchase Agreement) shall hereafter by deemed to refer to this
      Warrant.

     

    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:

     

    (a)  The
      term
“Common Stock” includes (i) the Company’s Common Stock, par value $.001 per
      share; and (ii) any other securities into which or for which any of the
      securities described in the preceding clause (i) may be converted or exchanged
      pursuant to a plan of recapitalization, reorganization, merger, sale of assets
      or otherwise.

     

    (b)  The
      term
“Company” shall include Gulf Coast Oil Corporation and any person or entity
      which shall succeed, or assume the obligations of, Gulf Coast Oil Corporation
      hereunder.

     

    (c)  The
      term
“Exercise Price” means a price of $.001 per share of Common Stock.

     

    (d)  The
      term
“Other Securities” refers to any securities of the Company or any other person
      (corporate or otherwise) which the holder of the Warrant at any time shall
      be
      entitled to receive, or shall have received, on the exercise of the Warrant,
      in
      lieu of or in addition to Common Stock, or which at any time shall be issuable
      or shall have been issued in exchange for or in replacement of Common Stock
      or
      Other Securities pursuant to Section 3 or
      otherwise.

     

    (e)  the
      term
“Record Date” means the first date on which the Company shall have received from
      the Holder (i) an Exercise Notice (as hereinafter defined), and (ii) payment
      of
      the Exercise Price for the number of shares of Common Stock reflected in the
      Exercise Notice.

     

    (f)  The
      term
“Specified Number” means, on any date on which the Company receives an Exercise
      Notice from the Holder, a number of shares of Common Stock computed using the
      following formula:

     

    (AxB)-C

     

    where
      (i)
“A” equals 0.49, (ii) “B” equals the number of shares of Common Stock
      outstanding on a Fully Diluted Basis (as hereinafter defined) on the date of
      exercise and (iii) “C” equals the number of shares of Common Stock previously
      issued to the Holder in connection with partial exercises of this
      Warrant.  As of the date of this Warrant, this Warrant is exercisable
      for 961 shares of Common Stock (the “Warrant Shares”).  As used in
      this Warrant, the term “Fully Diluted Basis” means all outstanding Common Stock
      plus all Common Stock issuable on conversion or exercise of securities
      convertible into or exercisable for Common Stock  (including the
      Common Stock  issuable upon exercise of this Warrant on such date),
      regardless whether any payment must be made pursuant to such conversion or
      exercise or whether any conversion or exercise price is above or below the
      market price of the Common Stock .

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.  Exercise
      of Warrant.

     

    1.1  Number
      of Shares Issuable upon Exercise.  From and after the Debt
      Repayment Date thereof, the Holder shall be entitled to receive, upon exercise
      of this Warrant in whole or in part, by delivery of an original or fax copy
      of
      an exercise notice in the form attached hereto as Exhibit A (the “Exercise
      Notice”) the Specified Number of shares of Common Stock of the Company, which
      Specified Number shall be calculated on each date that the Company receives
      an
      Exercise Notice.

     

    1.2  Company
      Acknowledgment.  The Company will, at the time of the exercise of
      this Warrant, upon the request of the Holder hereof, acknowledge in writing
      its
      continuing obligation to afford to such Holder any rights to which such Holder
      shall continue to be entitled after such exercise in accordance with the
      provisions of this Warrant.  If the Holder shall fail to make any such
      request, such failure shall not affect the continuing obligation of the Company
      to afford to such Holder any such rights.

     

    1.3  Trustee
      for Warrant Holders.  In the event that a bank or trust company
      shall have been appointed as trustee for the Holder of this Warrant pursuant
      to
      Subsection 3.2, such bank or trust company shall have all the powers and duties
      of a warrant agent (as hereinafter described) and shall accept, in its own
      name
      for the account of the Company or such successor person as may be entitled
      thereto, all amounts otherwise payable to the Company or such successor, as
      the
      case may be, on exercise of this Warrant pursuant to this Section
      1.

     

    1.4  Ownership.  The
      Holder shall be deemed a shareholder of the Company and shall be entitled to
      all
      of the rights of a shareholder as of the Record Date, without any further action
      on the part of the Holder or the Company.

     

    2.  Procedure
      for Exercise.

     

    2.1  Delivery
      of Common Stock Certificates, Etc., on Exercise.  The Company
      agrees that the Common Stock purchased upon exercise of this Warrant shall
      be
      deemed to be issued to the Holder as the record owner of such Common Stock
      as of
      the close of business on the Record Date.  As soon as practicable
      after each exercise of this Warrant and in any event within three (3) business
      days thereafter, the Company at its expense (including the payment by it of
      any
      applicable issue taxes) will cause to be issued in the name of and delivered
      to
      the Holder, or as such Holder (upon payment by such Holder of any applicable
      transfer taxes) may direct in compliance with applicable securities laws, a
      certificate or certificates for the number of duly and validly issued, fully
      paid and nonassessable shares of Common Stock (or Other Securities) to which
      such Holder shall be entitled on such exercise, together with any other stock
      or
      other securities and property (including cash, where applicable) to which such
      Holder is entitled upon such exercise pursuant to Section 1 or
      otherwise.  Unless this Warrant has been fully exercised for the
      Specified Number, a new Warrant representing the number of Warrant Shares with
      respect to which this Warrant shall not then have been exercised shall also
      be
      issued to the Holder as soon as practicable thereafter (but not later than
      three
      (3) business days) after such exercise.  Such warrant shall be
      identical to this Warrant except for the number of Warrant Shares (which will
      be
      adjusted to reflect any exercise of this Warrant).  In the event that
      this Warrant is fully exercised for the Specified Number on any given date,
      no
      new warrant will be issued to the Holder and its rights under this Warrant
      will
      be terminated.

     

    2.2  Exercise.  Payment
      may be made in cash by wire transfer of immediately available funds or by
      certified or official bank check payable to the order of the Company equal
      to
      the applicable aggregate Exercise Price for the number of Warrant Shares
      specified in such Exercise Notice (as such exercise number shall be adjusted
      to
      reflect any adjustment in the total number of shares of Common Stock issuable
      to
      the Holder in accordance with the terms of this Warrant).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  Effect
      of Reorganization, Etc.; Adjustment of Exercise Price.

     

    3.1  Reorganization,
      Consolidation, Merger, Etc.  If there occurs any capital
      reorganization or any reclassification of the Common Stock of the Company,
      the
      consolidation or merger of the Company with or into another person (other than
      a
      merger or consolidation of the Company in which the Company is the continuing
      entity and which does not result in any reorganization or reclassification
      of
      its outstanding Common Stock) or the sale or conveyance of all or substantially
      all of the assets of the Company to another person, then, as a condition
      precedent to any such reorganization, reclassification, consolidation, merger,
      sale or conveyance, the Holder will be entitled to receive upon surrender of
      the
      Warrant to the Company (x) to the extent there are cash proceeds resulting
      from
      the consummation of such reorganization, reclassification, consolidation,
      merger, sale or conveyance, in exchange for such Warrant, cash in an amount
      equal to the cash proceeds that would have been payable to the Holder had the
      Holder exercised such Warrant immediately prior to the consummation of such
      reorganization, reclassification, consolidation, merger, sale or conveyance,
      less the aggregate Exercise Price payable upon exercise of the Warrant, and
      (y)
      to the extent that the Holder would be entitled to receive Common Stock (or
      Other Securities) (in addition to or in lieu of cash in connection with any
      such
      reorganization, reclassification, consolidation, merger, sale or conveyance),
      the same kind and amounts of securities or other assets, or both, that are
      issuable or distributable to the holders of outstanding Common Stock (or Other
      Securities) of the Company with respect to their Common Stock (or Other
      Securities) upon such reorganization, reclassification, consolidation, merger,
      sale or conveyance, as would have been deliverable to the Holder had the Holder
      exercised such Warrant immediately prior to the consummation of such
      reorganization, reclassification, consolidation, merger, sale or conveyance
      less
      an amount of such securities having a value equal to the aggregate Exercise
      Price payable upon exercise of the Warrant.

     

    3.2  Dissolution.  In
      the event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, concurrently with
      any distributions made to holders of its Common Stock, shall at its expense
      deliver or cause to be delivered to the Holder the stock and Other Securities
      and property (including cash, where applicable) receivable by the Holder of
      this
      Warrant pursuant to Section 3.1, or, if the Holder shall so instruct the
      Company, to a bank or trust company specified by the Holder and having its
      principal office in New York, NY as trustee for the Holder  (the
“Trustee”).

     

    3.3  Continuation
      of Terms.  Upon any reorganization, consolidation, merger or
      transfer (and any dissolution following any transfer) referred to in this
      Section 3, this Warrant shall continue in full force and effect and the terms
      hereof shall be applicable to the Common Stock and other securities and property
      receivable on the exercise of this Warrant after the consummation of such
      reorganization, consolidation or merger or the effective date of dissolution
      following any such transfer, as the case may be, and shall be binding upon
      the
      issuer of any such stock or other securities, including, in the case of any
      such
      transfer, the person acquiring all or substantially all of the properties or
      assets of the Company, whether or not such person shall have expressly assumed
      the terms of this Warrant.  In the event this Warrant does not
      continue in full force and effect after the consummation of the transactions
      described in this Section 3, then the Company’s securities and property
      (including cash, where applicable) receivable by the Holder of this Warrant
      will
      be delivered to the Holder or the Trustee as contemplated by Section
      3.2.

     

    4.  Certificate
      as to Adjustments.  In each case of any adjustment or readjustment
      in the Common Stock (or Other Securities) issuable on the exercise of this
      Warrant, the Company at its expense will promptly cause its Chief Financial
      Officer or other appropriate designee to compute such adjustment or readjustment
      in accordance with the terms of this Warrant and prepare a certificate setting
      forth such adjustment or readjustment and showing in detail the facts upon
      which
      such adjustment or readjustment is based, including a statement of (a) the
      consideration received or receivable by the Company for any additional shares
      of
      Common Stock (or Other Securities) issued or sold or deemed to have been issued
      or sold, (b) the number of shares of Common Stock (or Other Securities)
      outstanding or deemed to be outstanding, and (c) the number of shares of Common
      Stock to be received upon exercise of this Warrant, in effect immediately prior
      to such adjustment or readjustment and as adjusted or readjusted as provided
      in
      this Warrant.  The Company will forthwith mail a copy of each such
      certificate to the Holder of this Warrant and any Warrant agent of the Company
      (appointed pursuant to Section 9
      hereof).

     

    5.  Reservation
      of Stock, Etc., Issuable on Exercise of Warrant.  The Company will
      at all times reserve and keep available, solely for issuance and delivery on
      the
      exercise of this Warrant, shares of Common Stock (or Other Securities) from
      time
      to time issuable on the exercise of this Warrant.

     

    6.  Assignment;
      Exchange of Warrant.  Subject to compliance with applicable
      securities laws, this Warrant, and the rights evidenced hereby, may be
      transferred by any registered holder hereof (a “Transferor”) in whole or in
      part.  On the surrender for exchange of this Warrant, with the
      Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with evidence reasonably
      satisfactory to the Company demonstrating compliance with applicable securities
      laws, which shall include, without limitation, the provision of a legal opinion
      from the Transferor’s counsel (at the Company’s expense) that such transfer is
      exempt from the registration or equivalent requirements of applicable securities
      laws, the Company at its expense (but with payment by the Transferor of any
      applicable transfer taxes) will issue and deliver to or on the order of the
      Transferor thereof a new Warrant of like tenor, in the name of the Transferor
      and/or the transferee(s) specified in such Transferor Endorsement Form (each
      a
“Transferee”), calling in the aggregate on the face or faces thereof for the
      number of shares of Common Stock called for on the face or faces of the Warrant
      so surrendered by the Transferor.  Notwithstanding the foregoing, in
      the event that the transfer of the Warrant to the Transferee, absent the
      execution of the Proxy (as defined below), would result in any interest paid
      to
      a person that is not a “United States Person” (as such term is defined in
      Section 7701(a)(30) of the Code (as hereinafter defined)) on the Obligations (as
      such term is defined in the Master Security Agreement dated April 28, 2006
      among
      the Company, certain subsidiaries of the Company and Laurus Master Fund, Ltd.,
      as amended, restated, modified and/or supplemented from time to time (the
“Security Agreement”)) to not qualify as portfolio interest within the
      meaning of Section 871(h)(2) or 881(c)(2) of the Internal Revenue Code of 1986,
      as amended (the “Code”), as applicable, by reason of Section 871(h)(3) or
      881(c)(3)(B) of the Code, as applicable, taking into account the constructive
      ownership rules under Section 871(h)(3)(C) of the Code, neither this Warrant
      nor
      any portion hereof may be transferred unless and until the Transferee executes
      a
      proxy in the form attached hereto as Exhibit C (the “Proxy”) and delivers the
      Proxy to the Company.  In such case, the Company will have no
      obligation to transfer the Warrant until the Proxy has been executed and
      delivered.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.  Replacement
      of Warrant.  On receipt of evidence reasonably satisfactory to the
      Company of the loss, theft, destruction or mutilation of this Warrant and,
      in
      the case of any such loss, theft or destruction of this Warrant, on delivery
      of
      an indemnity agreement or security reasonably satisfactory in form and amount
      to
      the Company or, in the case of any such mutilation, on surrender and
      cancellation of this Warrant, the Company at its expense will execute and
      deliver, in lieu thereof, a new Warrant of like tenor.

     

    8.  Maximum
      Exercise.  Notwithstanding anything herein to the contrary, in no
      event shall the Holder be entitled to exercise any portion of this Warrant
      in
      excess of that portion of this Warrant upon exercise of which the sum of (1)
      the
      number of shares of Common Stock beneficially owned by the Holder and its
      Affiliates (other than shares of Common Stock which may be deemed beneficially
      owned through the ownership of the unexercised portion of the Warrant or the
      unexercised or unconverted portion of any other security of the Holder subject
      to a limitation on conversion analogous to the limitations contained herein)
      and
      (2) the number of shares of Common Stock issuable upon the exercise of the
      portion of this Warrant with respect to which the determination of this proviso
      is being made, would result in beneficial ownership by the Holder and its
      Affiliates of any amount greater than 9.99% of the then outstanding shares
      of
      Common Stock (whether or not, at the time of such exercise, the Holder and
      its
      Affiliates beneficially own more than 9.99% of the then outstanding shares
      of
      Common Stock).  As used herein, the term “Affiliate” means any person
      or entity that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a person or entity,
      as such terms are used in and construed under Rule 144 under the Securities
      Act.   For purposes of the second preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except
      as
      otherwise provided in clause (1) of such sentence.  For any reason at
      any time, upon written or oral request of the Holder, the Company shall within
      one (1) business day confirm orally and in writing to the Holder the number
      of
      shares of Common Stock outstanding as of any given date.  The
      limitations set forth herein (x) may be waived by the Holder (i) if the Company
      is required to file reports with the Securities and Exchange Commission, upon
      provision of no less than sixty-one (61) days prior written notice to the
      Company, or (ii) if the Company is not required to file reports with the
      Securities and Exchange Commission, upon provision of not less than two (2)
      days
      prior written notice to the Company, and (y) shall automatically become null
      and
      void following notice to the Company upon the occurrence and during the
      continuance of an Event of Default (as defined in the Security
      Agreement).

     

    9.  Warrant
      Agent.  The Company may, by written notice to the each Holder of
      the Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
      Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section
6, and replacing
      this Warrant pursuant to Section 7, or any of the foregoing, and thereafter any
      such
      issuance, exchange or replacement, as the case may be, shall be made at such
      office by such agent.

     

    10.  Transfer
      on the Company’s Books.  Until this Warrant is transferred on the
      books of the Company, the Company may treat the registered holder hereof as
      the
      absolute owner hereof for all purposes, notwithstanding any notice to the
      contrary.

     

    11.  Rights
      of Shareholders.  No Holder shall be entitled to vote or receive
      dividends or be deemed the holder of the shares of Common Stock or any other
      securities of the Company which may at any time be issuable upon exercise of
      this Warrant for any purpose (the “Warrant Shares”), nor shall anything
      contained herein be construed to confer upon the Holder, as such, any of the
      rights of a shareholder of the Company or any right to vote for the election
      of
      directors or upon any matter submitted to shareholders at any meeting thereof,
      or to give or withhold consent to any corporate action (whether upon the
      recapitalization, issuance of shares, reclassification of shares, change of
      nominal value, consolidation, merger, conveyance or otherwise) or to receive
      notice of meetings, or to receive dividends or subscription rights or otherwise,
      in each case, until the Record Date.

     

    12.  Notices,
      Etc.  All notices and other communications from the Company to the
      Holder shall be mailed by first class registered or certified mail, postage
      prepaid, at such address as may have been furnished to the Company in writing
      by
      such Holder or, until any such Holder furnishes to the Company an address,
      then
      to, and at the address of, the last Holder  who has so furnished an
      address to the Company.

     

    13.  Representations
      and Warranties.  The representations and warranties made by the
      Company in the Securities Purchase Agreement and each other Related Agreement
      (as defined in the Securities Purchase Agreement) with respect to (a) the
      Original Warrant, (b) the shares of stock issuable upon exercise of the Original
      Warrant (whether described in such manner in the Securities Purchase Agreement
      or as the “Warrant Shares”) and (c) the Securities (as defined in the Securities
      Purchase Agreement and to the extent such term, as used therein, refers to
      the
      items described in the immediately preceding clauses (a) or (b)) shall be true
      and correct on and as of the effective date of that certain Securities Purchase
      Agreement dated as of November [__], 2007, by and between the Company, the
      purchasers from time to time party thereto and LV Administrative Services,
      Inc.
      (as amended, restated, modified and/or supplemented from time to time), with
      the
      same effect as if such representations and warranties had been made on and
      as of
      such date, except that any such representation or warranty which was expressly
      made only as of a specified date need be true only as of such date.

     

    14.  Miscellaneous.  This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.  THIS
      WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
      LAWS.  ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY
      THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE
      FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK; PROVIDED, HOWEVER, THAT THE
      HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND BRING AN ACTION OUTSIDE THE STATE
      OF NEW YORK.  The individuals executing this Warrant on behalf of the
      Company agree to submit to the jurisdiction of such courts and waive trial
      by
      jury.  The prevailing party shall be entitled to recover from the
      other party its reasonable attorneys’ fees and costs.  In the event
      that any provision of this Warrant is invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform with such statute or rule of law.  Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of this
      Warrant.  The headings in this Warrant are for purposes of reference
      only, and shall not limit or otherwise affect any of the terms
      hereof.  The invalidity or unenforceability of any provision hereof
      shall in no way affect the validity or enforceability of any other provision
      hereof.  The Company acknowledges that legal counsel participated in
      the preparation of this Warrant and, therefore, stipulates that the rule of
      construction that ambiguities are to be resolved against the drafting party
      shall not be applied in the interpretation of this Warrant to favor any party
      against the other party.

     

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    IN
      WITNESS WHEREOF, the Company has executed this Amended and Restated Common
      Stock
      Purchase Warrant on November 20, 2007.

    


    
      	 	
              GULF
                COAST OIL CORPORATION

            
	 	 
	
              WITNESS:
                /s/ Michael Pearson

            	 
	 	
              By:  /s/
                Edward R.
                DeStefano                                                             

            
	 	
              Name: Edward
                R.
                DeStefano                                                              

            
	 	
              Title:  President                                                             

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    FORM
      OF
      SUBSCRIPTION

     

    (To
      Be
      Signed Only On Exercise Of Warrant)

     

    
      	
              TO:

            	
              Gulf
                Coast Oil Corporation

            


    

     

    
      	
               

            	
              5851
                San Felipe, Suite 775

            


    

     

    
      	
               

            	
              Houston,
                Texas 77057

            


    

     

    
      	
              Attention:

            	
              Chief
                Financial Officer

            


    

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase shares of Common Stock covered
      by such warrant.

     

    The
      undersigned herewith makes payment of the full Exercise Price for such shares
      of
      Common Stock at the price per share provided for in such Warrant, which is
      $___________ in lawful money of the United States.

     

    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to ______________________________________________ whose
      address is
      ___________________________________________________________________________.

     

    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to a registration statement under the Securities Act of 1933, as
      amended (the “Securities Act”) or pursuant to an exemption from registration
      under the Securities Act.

    
      	
              Dated:                                                          

            	 
	 	
              (Signature
                must conform to name of holder as specified on the face of the
                Warrant)

            
	 	 
	 	
              Address:                                                                  

            
	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Exhibit
      B

     

    FORM
      OF
      TRANSFEROR ENDORSEMENT

     

    (To
      Be
      Signed Only On Transfer Of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading “Transferees” the right represented by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of Gulf Coast Oil Corporation into which the within Warrant relates
      specified under the headings “Percentage Transferred” and “Number Transferred,”
respectively, opposite the name(s) of such person(s) and appoints each such
      person Attorney to transfer its respective right on the books of Gulf Coast
      Oil
      Corporation with full power of substitution in the premises.

     

    
      	
              Transferees

            	
              Address

            	
              Percentage
                Transferred

            	
              Number

              Transferred

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    


    
      	
              Dated:                                                          

            	 
	 	
              (Signature
                must conform to name of Holder as specified on the face of the
                Warrant)

            
	 	 
	 	
              Address:                                                                  

            
	 	 
	 	 
	 	
              Address:

            
	 	 
	 	
              SIGNED
                IN THE PRESENCE OF:

            
	 	 
	 	
               

              (Name)

            
	
              ACCEPTED
                AND AGREED:

            	 
	
              [TRANSFEREE]

            	 
	
               

              (Name)