exhibit.htm


    
      AMENDED AND RESTATED LOAN
AGREEMENT

       

      THIS AGREEMENT made the 24th
day of October, 2008

       

      BETWEEN:

       

      JAMES ASKEW, of 6417 Mercer,
Houston, Texas, 77005; and

      


      
        	
                 
      

              	
                (the
      “Lender” or “Holder”)

              


      

      


       OF
THE FIRST PART

      


      
        	
                 
      

              	
                AND:

              


      

      GULF UNITED ENERGY, INC., a
company incorporated pursuant to the laws of Nevada with an office at 3555
Timmons, Suite 1500, Houston, Texas, 77027

      


      
        	
                 
      

              	
                (“Gulf
      United”, “Maker” or “Borrower”)

              


      

      


       OF
THE SECOND PART

      


      WHEREAS:

      


      
        	
                A.

              	
                The
      Maker issued that certain Loan Agreement, dated April 10th  2007
      in favor of Lender for a total of US$1,388,985.00 (the “Original Loan”)
      pursuant to that certain letter of intent dated March 22, 2006 by and
      between Gulf United and Cia. Mexicana de Gas Natural, S.A. de C.V. (the
      “Letter of Intent”) and subsequently pursuant to the related Joint Venture
      Agreement dated July 15, 2007;

              


      

       

      
        	
                B.

              	
                The
      Lender and Maker wish to amend the Original Loan on the certain terms and
      conditions contained herein;

              


      

       

      NOW THEREFORE THIS AGREEMENT
WITNESSETH that for and in consideration of the set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

      


      1.           The
Original Loan is hereby amended and restated in it entirety.

      


      2.           The
Lender has advanced/loaned as of August 31, 2008 total principal and interest
ofv $1,884,273.79 to Gulf United (the “Loan”).  In addition, the Loan
shall include any additional funds that the Lender may advance to Gulf United,
or on its behalf, in the future, subject to Gulf United’s consent.

      


      3.           The
Loan shall bear simple interest at a rate of 10% per annum, calculated in
arrears on a monthly basis commencing as of September 1, 2007 and for each
additional advance on the date that such advance is made to Gulf United and
continuing until the entire Loan amount is paid in full.  The Loan
shall be secured by Gulf United’s equity interest in the Project Companies, as
defined in the Joint Venture Agreement. In the event of a default hereunder by
Gulf United, such equity interest held by Gulf United in the Project Companies,
as defined in the Joint Venture Agreement, shall immediately be assigned to
Lender at Lender’s sole discretion.

      


      4.           The
Loan, as well as all accrued interest, shall be due and payable from Gulf United
to the Lender on January 15, 2009.  Gulf United shall not be penalized
for early repayment.

      


      5.           At
any time, Gulf United may satisfy the repayment of the Loan and all interest
accrued hereunder by transferring by way of bill of sale all of its rights,
title and interest in the joint venture companies to the Lender.

      


      6.           All
funds and dollar amounts referred to in this Agreement are in the lawful
currency of the United States of America.

      


      7.           Lender
hereby waives any and all breaches or defaults on the Original Loan, including
any late fees.

      


      8.           This
Agreement shall be interpreted in accordance with the laws in effect from time
to time in the State of Texas.

       

      IN WITNESS WHEREOF the parties
hereto have hereunto affixed their respective hands, both as of the day and year
first above written.

       

      GULF
UNITED ENERGY, INC.

       

      By:  /s/ DON
W.WILSON

      Name: 
Don Wilson

      Titile: 
Chief Executive Officer

       

      By:/s/
JAMES ASKEW

      James
Askew