Collateral Assignment Agreement between Gulf Coast Oil Corporation and Laurus Master Fund, Ltd.

Summary

Gulf Coast Oil Corporation assigns its rights under an Asset Purchase Agreement with Manti Resources, Inc., Manti Operating Company, and Manti Mustang Creek, Ltd. to Laurus Master Fund, Ltd. as collateral for obligations under a Securities Purchase Agreement. This allows Laurus to receive payments and enforce rights under the Asset Purchase Agreement if Gulf Coast Oil defaults. The agreement restricts changes to the Asset Purchase Agreement without Laurus's consent and authorizes Laurus to act on Gulf Coast Oil's behalf regarding the assigned rights.

EX-10.11 12 ex10-11.txt COLLATERAL ASSIGNMENT Exhibit 10.11 COLLATERAL ASSIGNMENT COLLATERAL ASSIGNMENT made as of this 26 day of April, 2006 by Gulf Coast Oil Corporation ("Assignor") to Laurus Master Fund, Ltd. ("Assignee"). FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to Assignee, now existing or hereafter arising under that certain Securities Purchase Agreement dated as of the date hereof between Assignor and Assignee (the "SPA") and the Related Agreements (as defined in the SPA) (each as amended, modified, restated or supplemented from time to time), Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns, all of its rights, but not its obligations, under that certain Asset Purchase Agreement dated as of April 28, 2006 by and between Manti Resources, Inc., Manti Operating Company and Manti Mustang Creek, Ltd. ("Seller") and Assignor and all of the agreements and documents by which assets or rights of Seller are transferred to Assignor (as each may be amended, modified, restated or supplemented from time to time, collectively, the "Agreements"), including, without limitation, all indemnity rights and all moneys and claims for moneys due and/or to become due to Assignor under the Agreements. Assignor hereby (i) specifically authorizes and directs Seller upon notice to Seller by Assignee to make all payments due to Assignor under or arising under the Agreements directly to Assignee and (ii) irrevocably authorizes and empowers Assignee (a) to ask, demand, receive, receipt and give acquittance for any and all amounts which may be or become due or payable, or remain unpaid at any time and times to Assignor by Seller under and pursuant to the Agreements, (b) to endorse any checks, drafts or other orders for the payment of money payable to Assignor in payment thereof, and (c) in Assignee's discretion to file any claims or take any action or institute any proceeding, either in its own name or in the name of Assignor or otherwise, which Assignee may deem necessary or advisable to effectuate the foregoing. It is expressly understood and agreed, however, that Assignee shall not be required or obligated in any manner to make any demand or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or take any other action to collect or enforce the payment of any amounts which may have been assigned to Assignee or to which Assignee may be entitled hereunder at any time or times. Seller is hereby authorized to recognize Assignee's claims to rights hereunder without investigating any reason for any action taken by Assignee or the validity or the amount of the obligations or existence of any default, or the application to be made by Assignee of any of the amounts to be paid to Assignee. Checks for all or any part of the sums payable under this Assignment shall be drawn to the sole and exclusive order of Assignee. Upon payment by Seller to Assignee of any amounts due to Assignor under or arising under the Agreements, the obligations of Seller to Assignor with respect to such amounts shall be deemed paid in full. Without first obtaining the written consent of Assignee, Assignor and Seller shall not amend or modify the Agreements. In the event Assignor declines to exercise any rights under the Agreements, Assignee shall have the right to enforce any and all such rights of Assignor directly against Seller. IN WITNESS WHEREOF, Assignor has duly executed this Collateral Assignment the day and year first above written. GULF COAST OIL CORPORATION By: /s/ Edward R. DeStefano ------------------------------- Name: Edward R. DeStefano ----------------------------- Title President ----------------------------- Seller hereby consents and agrees to the provisions of this Collateral Assignment as of this 28th day of April, 2006. MANTI RESOURCES, INC. By: /s/ Lee Barberito ------------------------------- Name: Lee Barberito ----------------------------- Title: Vice President ---------------------------- MANTI OPERATING COMPANY By: /s/ Lee Barberito ------------------------------- Name: Lee Barberito ----------------------------- Title: Vice President ---------------------------- MANTI MUSTANG CREEK, LTD. By: /s/ Lee Barberito ------------------------------- Name: Lee Barberito ----------------------------- Title: Vice President ----------------------------