EXHIBIT 10.3


                                ZIEGLER-PERU, INC
                                  OIL PRODUCER





April 19, 2006


Radial Energy, Inc.
Mr. G. Leigh Lyons, President

Re:  Huaya Anticline Project - Letter of Intent

Dear Leigh:

The Ziegler-Peru,  Inc. ("ZPI") proposes that Radial Energy,  Inc.  ("Investor")
participate in this Project as follows,  and by agreement  hereto Radial Energy,
Inc. intends to participate in this Project under the following terms:

1.   The Concession  Agreement  holder,  Compania  Consultora De Petroleo,  S.A.
     ("CCP") in Lima,  Peru will be the  Operator  the Huaya  Anticline  Area of
     Block 100 ("the  Project").  A Joint  Operating  Agreement  ("JOA") will be
     signed  which  gives  CCP,  Investor,  and ZPI  votes  based on a yet to be
     negotiated  format  similar to the ZPI Draft  attached as Exhibit A for the
     Voting Procedures  section,  which establishes an Operating  Committee with
     significant  voting  power in  Investor  and ZPI as  minority  owners.  ZPI
     provided a Draft AIPN 1995 Model Form International  Operating Agreement to
     Radial a few days ago.  See Exhibit A,  Section  5.9 for Voting  Procedures
     (draft).

2.   Investor will acquire a 20% working interest and 18% revenue interest (base
     royalty, depending on production rate) in the Project for a payment to CCP,
     on behalf of ZPI, of US$ 600,000 on May 5, 2006 at Closing. This payment is
     to  acquire  the  interest  in the  Project,  with this cash also  covering
     expenses of CCP other than items  acquired  for the project and expended by
     ZPI for the drilling rig, drilling,  casing, tubing, wellhead equipment and
     similar items for the first well  (Obligation Well One) or for the Project.
     The expenses to be paid by CCP for the Project  startup and for  Obligation
     Well One as part of the US$ 600,000 in this payment  includes such items as
     surface property settlements, roads, Obligation Well One location, drilling


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April 19, 2006
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     fluids,  mud logging while drilling,  open hole logging,  cased hole
     logging,  cementing,  running casing, and supervision,  which total CCP AFE
     totals over US$ 600,000  for these  items for  Obligation  Well One (again,
     does not include  drilling rig cost and  pipe/wellhead,  etc., as set forth
     above and the Equipment Acquisition Budget process set forth below).

3.   Investor shall, with an Equipment Acquisition Budget form presented by ZPI,
     fund monthly,  beginning on May 5, 2006, the costs to acquire and transport
     a drilling rig,  bulldozer,  casing, and related equipment,  with the total
     cost  to  Investor  through  the  drilling,   testing,  and  evaluation  of
     Obligation Well One being US$ 1,650,000 for the items in paragraph 2. above
     and this  paragraph  3. paid to CCP and ZPI, as  indicated  in this LOI, in
     total. It is estimated that the first Equipment  Acquisition  Budget on May
     5,  2006  will be US$  300,000.  Any  amount  not  paid  for a total of US$
     1,650,000  by the  day  Obligation  Well  One is  spudded  will  be paid by
     Investor to ZPI on that day.

4.   The interest of Investor  will be reduced  proportionately  for any part of
     the balance of the total of  US$1,650,000  not paid on the date the well is
     spudded as this payment and procedure is set forth in the paragraph above.

5.   Investor  will have the option to decide  whether to  continue  or withdraw
     from  the  Project  after  Obligation  Well  One is  drilled,  tested,  and
     evaluated.  See the decision  procedure  set forth in attached at Exhibit A
     Sections 6.1, 6.2,  and/or  6.(draft) of the 1995 AIPN Joint  International
     Operating Agreement section.

6.   If Investor  decides to continue in the Project after  Obligation Well One,
     Investor  will pay ZPI US$  1,650,000  within ten (10) days of being  given
     information  and a  recommendation  by the  Operator  to  proceed  as under
     Section  6.1 of the  Draft  JOA.  This  payment  will be for the  drilling,
     testing and evaluation of Obligation  Well Two and  Obligation  Well Three,
     and for  production  equipment,  metering and  measurement  provisions  for
     production,  production  testing  and  evaluation,  and a pipeline to and a
     loading  connection at the Ucayali River. It is planned that the production
     equipment and pipeline will be started  essentially  when/while  Obligation
     Well Two and  Obligation  Well Three are being drilled so cash flow will be
     generated from Obligation Well One during this period, and so the field can
     also continue production from Obligation Well Two and Obligation Well Three
     as soon as they are completed.  See again Exhibit A, Sections 6.1, 6.2, and
     6.3.


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April 19, 2006
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7.   After the work described  above for Obligation Well Two and Obligation Well
     Three,  Investor  will  again  decide  whether  it will go  forward or not.
     Investor will bear its 20% WI share of the development and operation of the
     Project if it proceeds.

8.   It is the goal of CCP to begin the drilling of Obligation  Well One as soon
     as possible with September 1, 2006 as a  self-imposed  latest planned date,
     and CCP and ZPI will work diligently to achieve that goal.

9.   The drilling rig and related equipment  acquired will be owned by the Joint
     Operation/Project  after  Obligation Well Three is drilled and the decision
     is made for the Project to go forward to development.  The drilling rig and
     related  equipment  is part of  Investor's  payment for the interest in the
     Project,  but if all of the owners of the Project agree to withdraw  before
     proceeding to development of the Project after  Obligation Well Three,  the
     rig and related  equipment will be sold by CCP for a reasonable  amount and
     Investor  will  receive 67% of the proceeds and ZPI will receive 33% of the
     proceeds.

10.  Conditions Precedent to Investor's Obligations:

     Each and every  obligation  of Investor to be performed on the closing date
     shall  be  subject  to the  satisfaction  prior  thereto  of the  following
     conditions:

     10.1 Truth of  Representations  and  Warranties.  The  representations  and
     warranties  made by ZPI in this Agreement or given on its behalf  hereunder
     shall be substantially  accurate in all material  respects on and as of the
     Closing  date  with the same  effect  as though  such  representations  and
     warranties had been made or given on and as of the Closing date.

     10.2  Performance  of  Obligations  and  Covenants.  ZPI and CCP shall have
     performed and complied with all obligations and covenants  required by this
     Agreement  to be  performed  or  complied  with  by it  prior  to or at the
     Closing.

     10.3  Officer's  Certificate.  Investor  shall have been  furnished  with a
     certificate  (dated  as of the  Closing  date  and in  form  and  substance
     reasonably  satisfactory to Investor),  executed by an executive officer of
     ZPI and CCP, respectively,  certifying to the fulfillment of the conditions
     specified in subsections 10.1 and 10.2 hereof.


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     10.4 No Material  Adverse  Change.  As of the closing  date there shall not
     have occurred any material adverse change,  financially or otherwise, which
     materially  impairs the ability of ZPI or CCP to conduct  their  respective
     business or the earning power thereof, as contemplated herein.

     10.5  Opinion of Counsel.  ZPI and CCP shall  provide an opinion of counsel
     opining as to the usual and customary  matters of law covered under similar
     transactions and parties.

     10.6 Investor shall have completed its due diligence  regarding the Project
     and  matters  related  thereto,  all in the  discretion  of  Investor,  and
     provided written notice thereof to ZPI.

     10.7 The parties  shall have met,  face to face,  and  negotiated  to their
     mutual satisfaction and agreement, a JOA.

     10.8 In the event any of the  representations  made by ZPI or CCP are false
     or  misleading,  ZPI  and  CCP  shall  reimburse  Investor  for any and all
     reasonable  costs,  expenses  and fees  expended by Investor as of the date
     such misrepresentation(s) is first determined by Investor.

Please  consider  this  proposal  and Letter of Intent,  and we look  forward to
making this project a success.

Regards,


Edward R. Ziegler
President
Ziegler-Peru, Inc.

Agreed to this 19th day of April, 2006.

/s/ G. LEIGH LYONS
_______________________________________
Radial Energy, Inc.

/s/ EDWARD R. ZIEGLER
_______________________________________
Ziegler-Peru, Inc.


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April 19, 2006
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                                                                      EXHIBIT  A



[Modified by Ziegler-Peru, Inc. from AIPN 1995 Model Form International
Operating Agreement ]



                         ARTICLE V - OPERATING COMMITTEE
                         _______________________________

5.1  ESTABLISHMENT OF OPERATING COMMITTEE

          To  provide  for  the  overall  supervision  and  direction  of  Joint
     Operations,  there  is  established  an  Operating  Committee  composed  of
     representatives of each Party holding a Participating  Interest. Each Party
     shall appoint one (1) representative  and one (1) alternate  representative
     to serve on the Operating  Committee.  Each Party shall as soon as possible
     after  the date of this  Agreement  give  notice  in  writing  to the other
     Parties  of the  name  and  address  of its  representative  and  alternate
     representative to serve on the Operating  Committee.  Each Party shall have
     the right to change its  representative and alternate at any time by giving
     notice to such effect to the other Parties in writing.

5.2  POWERS AND DUTIES OF OPERATING COMMITTEE

          The  Operating  Committee  shall have power and duty to authorize  and
     supervise  Joint  Operations that are necessary or desirable to fulfill the
     Concession  Agreement and properly  exploit the Project in accordance  with
     this Agreement and in a manner appropriate in the circumstances.

                 X X X X X (SECTIONS DELETED FROM THIS SUMMARY)

5.9  VOTING PROCEDURE

          All  votes,  except  as  expressly  provided  for  elsewhere  in  this
     Agreement,  will be decided by the  majority of the number of Parties  with
     Participating  Interests.  At the time this agreement is signed,  there are
     three  (3)  Parties  with  Participating  Interests.  The  number of voting
     interests will not be increased by any sale or division of interests in the
     Project, but will stay at three (3) total, with any interests created after
     the  effective  date of this  Agreement  having a  percentage  share of the
     original interest from which the new or acquired  interest is derived,  and
     the total of those  percentage  interests so  subdivided  will count as one
     total vote. All effective  decisions and  affirmative  votes will be either
     unanimous or by a two vote to one vote margin. However, CCP as the Operator
     or a successor  Operator with the same interest as CCP originally  holds in
     the Project, or the combined divided or successor interests to the original


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     CCP  interest,  shall  have a veto  vote  that  may be  exercised  over any
     affirmative  vote  that it does not  agree to as one of the three (3) total
     votes under this section.  Once CCP or that successor interest votes in the
     affirmative on any vote, the veto vote may not be later exercised to negate
     that  decision.  Thus  the  Operator  may  veto a vote,  but no work on the
     Project,  other than for  Minimum  Work  Commitments  under the  Concession
     Agreement,  if any, can go forward without at least a 2/3 vote based on the
     original Participating Interest formula set forth in this Section 5.9.


                 X X X X X (SECTIONS DELETED FROM THIS SUMMARY)



                     ARTICLE VI - WORK PROGRAMS AND BUDGETS
                     ______________________________________

6.1        DRILLING OF OBLIGATION WELL ONE

           (A)  Within  sixty  (60)  days  after the date of  execution  of this
           Agreement,  Operator  shall  deliver to the  Parties a proposed  Work
           Program and Budget detailing the Joint Operations to be performed for
           the  mobilization  of a rig  and  equipment  and  for  the  drilling,
           testing, and evaluation of Obligation Well One. It is the goal of the
           Joint  Operation  to begin the  drilling  of  Obligation  Well One by
           September 1, 2006.

           (B) After  obtaining  the results of  Obligation  Well One,  Operator
           shall as soon as possible  submit to the  Operating  Committee and to
           the Parties a report  containing  available  details  concerning  the
           results  of  and  data  from   Obligation  Well  One  and  Operator's
           recommendation  as to whether  the  result  merits  the  drilling  of
           Obligation Wells Two and Three.

           (C) Parties agree that Obligation Well One includes  approval for the
           drilling,  testing,  logging,  setting  casing  on,  and  a  test  or
           completion  attempt for the well, with no Casing Point Election as is
           provided for other wells under this Agreement.

           (D) By unanimous agreement of the Parties, Obligation Well One may be
           abandoned at any point without  finishing  the drilling of,  testing,
           evaluation, or completion of the well.

           (E) If the  attempt  to drill  and  evaluate  Obligation  Well One is
           abandoned for any reason,  the Parties or remaining  Party or Parties
           (if any Party or Parties  withdraw  from the  Project as  provided in
           this  agreement),  may propose a replacement or alternate  Obligation
           Well One and proceed then as set forth in this  agreement  during and
           after that well as though it was the originally  proposed  Obligation
           Well One.


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           (F) Parties agreeing to do so within Five (5) Days of being presented
           with the  Operator's  recommendation  as in Section 6.1(B) above will
           continue the Project and proceed to the drilling of Obligation  Wells
           Two and Three.

6.2        DRILLING OF OBLIGATION WELLS TWO AND THREE

           (A) Once a vote is taken as set forth in  Article V as to  whether to
           proceed with the drilling of Obligation  Wells Two and Three,  and if
           the result is positive,  the  drilling,  testing,  and  evaluation of
           those wells shall proceed  under the direction of the Operator,  with
           the Operator  reporting on the  operations and results of those wells
           as provided elsewhere in this Agreement.

           (B) Parties  agree that  approval to drill  Obligation  Wells Two and
           Three includes approval for the drilling,  testing,  logging, setting
           casing on, and a test or completion attempt for the well(s),  with no
           Casing  Point  Election  as is  provided  for other  wells under this
           Agreement.

           (C) By unanimous  vote of the Operating  Committee as is set forth in
           Article V, any  operation on Obligation  Well Two or Obligation  Well
           Three may be stopped, modified, or abandoned.

6.3        DEVELOPMENT PROGRAM AND DRILLING

           (A) If after the  drilling,  testing,  and  evaluation  of Obligation
           Wells Two and  Three  the  Operating  Committee  determines  that the
           Project merits  development,  Operator within Ninety (90) Days, shall
           deliver to the  Parties a proposed  Work  Program  and Budget for the
           development of the Project. Within Ninety (90) Days of such delivery,
           or earlier if necessary  to meet any  applicable  deadline  under the
           Concession Agreement, the Operating Committee shall meet to consider,
           modify and then either approve or reject the development Work Program
           and Budget. If the development Work Program and Budget is approved by
           the  Operating  Committee,  Operator  shall take such steps as may be
           required  under the  Concession  Agreement to secure  approval of the
           development  Work Program and Budget by the Government,  if required.
           In the event the Government  requires changes in the development Work
           Program and Budget,  the matter shall be resubmitted to the Operating
           Committee for further consideration.

           (B) The Work Program and Budget  agreed  pursuant to this Article 6.3
           shall include the Minimum Work Obligations,  or at least that part of
           such Minimum Work  Obligations  required to be carried out during the
           Calendar  Year  in  question   under  the  terms  of  the  Concession
           Agreement.  If within the time periods prescribed in this Article 6.3
           the Operating Committee is unable to agree on such a Work Program and
           Budget,  then the  proposal  capable of  satisfying  the Minimum Work
           Obligations  for the  Calendar  Year in question  that  receives  the
           largest Participating Interest vote (even if less than the applicable
           percentage  under Article 5.9) shall be deemed adopted as part of the
           annual Work Program and Budget. If competing  proposals receive equal
           votes, then Operator shall choose between those competing  proposals.


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           Any  portion of a Work  Program and Budget  adopted  pursuant to this
           Article  6.3(B)  instead  of  Article  5.9  shall  include  only such
           operations  for the Joint  Account as are  necessary  to maintain the
           Concession  Agreement  in  full  force  and  effect,  including  such
           operations as are necessary to fulfill the Minimum Work  Obligations,
           if any, required for the given Calendar Year.

           (C) The Operator  will submit to the Parties a proposed  Work Program
           and  Budget by  October 31 of each  Calendar  Year for the  following
           year,  and the Parties  will vote on and approve the  presented  Work
           Program and Budget or an agreed or compromise program.

           (D) Any  approved  Work  Program  and  Budget  may be  revised by the
           Operating  Committee  from time to time. To the extent such revisions
           are approved by the Operating Committee,  the Work Program and Budget
           shall be amended accordingly. The Operator shall prepare and submit a
           corresponding  work program and budget amendment to the Government if
           required  by the terms of the  Concession  Agreement.  (E) During the
           development Work Program, any Party or Participating  Interest may go
           "non-consent" for an operation under the following terms:


                 X X X X X (SECTIONS DELETED FROM THIS SUMMARY)

                          [ End of Draft Text Example ]