LOAN
      AGREEMENT

     

     

    THIS
      AGREEMENT,
      dated
      for reference the 24th day of May, 2007, is made

     

    
      	BETWEEN:	
              COACH
                CAPITAL LLC,
                having an address of EPS-D (2016), PO Box 02-5548, Miami, Florida,
                USA,
                33102

            


    

    


    (hereinafter
      referred to as the “Lender”)

    


    
      	AND:	
              RADIAL
                ENERGY INC.,
                a
                company incorporated under the laws of the State of Nevada, having
                an
                office at 1200 Smith Street, Suite 1600, Two Allen Center Building,
                Houston, Texas, USA, 77002

            


    

    


    (hereinafter
      referred to as the “Borrower”)

     

    WHEREAS
      the
      Borrower wishes to borrow and the Lender is willing to lend to the Borrower
      the
      sum of One Million, Three Hundred Thousand Dollars in US funds (US$1, 300,000)
      on the terms hereinafter set out.

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of the premises and the mutual covenants and agreements
      hereinafter set forth, the parties hereto agree as follows:

     

    
      	1.	
              Definitions

            


    

     

    Where
      used in this Agreement, the following words and phrases shall have the following
      meaning:

     

    
      	(a)	
              “Agreement”
                means this Agreement and the schedules hereto, as at any time amended
                or
                modified and in effect;

            


    

     

    
      	(b)	
              “Charter”
                means the Memorandum and Articles, the Articles and By-Laws or other
                constating documents of the Borrower, as at any time amended or modified
                and in effect;

            


    

     

    
      	(c)	
              “Event
                of Default” means any event specified in subsection
                7.1;

            


    

     

    
      	(d)	
              “Lender’s
                Security” means the Note;

            


    

     

    
      	(e)	
              “Loan”
                means the loan by the Lender to the Borrower established pursuant
                to
                subsection 3.1; and

            


    

     

    
      	(f)	
              “Note”
                means the non-interest bearing promissory note to be made by the
                Borrower
                to the Lender as evidence of the Loan which shall substantially be
                in the
                form set out in Schedule “A”.

            


    

     

    
      	2.	
              INTERPRETATION

            


    

     

    
      	2.1	
              Governing
                Law

            


    

     

    This
      Agreement is governed by the laws of the State of Nevada and the parties attorn
      to the non-exclusive jurisdiction of the courts of Nevada for the resolution
      of
      all disputes under this Agreement.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    
      	2.2	
              Severability

            


    

     

    If
      any
      one or more of the provisions contained in this Agreement is found to be
      invalid, illegal or unenforceable in any respect, the validity, legality and
      enforceability of the remaining provisions contained herein will not in any
      way
      be affected or impaired thereby.

     

    
      	2.3	
              Parties
                in Interest

            


    

     

    This
      Agreement enures to the benefit of and is binding on the parties hereto and
      their respective successors and permitted assigns.

     

    
      	2.4	
              Headings
                and Marginal
                References

            


    

     

    The
      division of this Agreement into sections, subsections, paragraphs and
      subparagraphs and the insertion of headings are for convenience of reference
      only and do not affect the construction or interpretation of this
      Agreement.

     

    
      	2.5	
              Currency

            


    

     

    All
      statements of, or references to, dollar amounts in this Agreement means lawful
      currency of the United States of America.

     

    
      	3.	
              THE
                LOAN

            


    

     

    
      	3.1	
              Establishment
                of the Loan

            


    

     

    The
      Lender agrees, on the terms and conditions set forth in this Agreement, to
      lend
      to the Borrower the sum of One Million, Three Hundred Thousand Dollars
      ($1,300,000).

     

    
      	3.2	
              Evidence
                of Indebtedness

            


    

     

    Indebtedness
      of the Borrower to the Lender in respect of the Loan will be evidenced by the
      Note, which will be made by the Borrower to the Lender at the time funds are
      advanced, a copy of which form is attached hereto as Schedule “A”.

     

    
      	3.3	
              Repayment
                of the Loan

            


    

     

    The
      Borrower will repay the Loan upon demand from the Lender. The Borrower may
      repay
      the Loan at any time without penalty, bonus or charges and must pay the Loan
      immediately after repaying
      the convertible debts issued by Cornell Capital Partners LP and before the
      repayment to any other long term debt currently outstanding or not yet
      incurred.

     

    
      	3.4	
              Interest
                

            


    

     

    The
      Loan
      will be subject to a Two Percent (2%) interest charge calculated monthly and
      payable on a monthly basis on the seventeenth day of each month the Agreement
      is
      in effect commencing June 17, 2007. 

     

    In
      the
      event the Borrower is unable to pay any interest charge due and owing to the
      Lender on the required date, the Lender may, at its option, grant an extension
      in respect of the interest payment in question or render the whole Loan due
      and
      payable.

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      	3.5	
              Conversion
                into Securities

            


    

     

    During
      the term of the Agreement, the Lender will have the option to convert the Loan,
      or any portion thereof, into securities of the Borrower. 

     

    In
      the
      event the Lender wishes to convert the loan into shares, the shares will be
      offered at a price per share of (a) $1.0536 (the “Fixed Conversion Price”) or
      (b) ninety percent (90%) of the lowest daily volume weighted average price
      during the fifteen (15) trading days immediately preceding the Conversation
      Date
      (the “Market Conversion Price”). 

     

    In
      any
      event, no amount of the Loan will be convertible into shares of the Borrower
      until such time as the Borrower has repaid the convertible debts issued by
      Cornell Capital Partners LP. 

     

    A
      Notice
      of Conversion is attached hereto as Schedule “B”.

     

    
      	4.	
              SECURITY
                FOR THE LOAN

            


    

     

    
      	4.1	
              Costs,
                Charges and Expenses

            


    

     

    The
      Borrower will assume and pay all costs, charges and expenses, including
      reasonable solicitors’ costs, charges and expenses on a special costs basis,
      which may be incurred by the Lender in respect of this Agreement or the Lender’s
      Security or which may be incurred by the Lender in respect of any proceedings
      taken or things done by the Lender in connection therewith to collect, protect,
      realize or enforce the Lender’s Security.

     

    
      	5.	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    
      	5.1	
              Representations
                and Warranties

            


    

     

    The
      Borrower represents and warrants to the Lender that:

     

    
      	
              (a)

            	
              the
                Borrower is a corporation duly incorporated, validly existing and
                in good
                standing under the laws of the State of
                Nevada;

            


    

     

    
      	
              (b)

            	
              the
                Borrower has all requisite corporate power and authority to enter
                into
                this Agreement and to grant the Lender’s Security and to carry out the
                obligations contemplated herein and
                therein;

            


    

     

    
      	
              (c)

            	
              this
                Agreement and the Lender’s Security have been duly and validly authorized,
                executed and delivered by the Borrower and are valid obligations
                of it;
                and

            


    

     

    
      	
              (d)

            	
              no
                Event of Default and no event which, with the giving of notice or
                lapse of
                time would become an Event of Default, has occurred or is
                continuing.

            


    

     

    
      	5.2	
              Survival
                of Representations and
                Warranties

            


    

     

    All
      representations and warranties made herein will survive the delivery of this
      Agreement to the Lender and no investigation at any time made by or on behalf
      of
      the Lender shall diminish in any respect whatsoever its rights to rely on those
      representations and warranties. All statements contained in any certificate
      or
      other instrument delivered by or on behalf of the Borrower under or pursuant
      to
      this Agreement will constitute representations and warranties made by the
      Borrower thereunder.

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    
      	6.	
              COVENANTS
                OF THE BORROWER

            


    

     

    The
      Borrower covenants and agrees with the Lender that, at all times during the
      currency of this Agreement, it will:

     

    
      	
              (a)

            	
              pay
                the Loan and all other monies required to be paid to the Lender pursuant
                to this Agreement in the manner set forth
                herein;

            


    

     

    
      	
              (b)

            	
              duly
                observe and perform each and every of its covenants and agreements
                set
                forth in this Agreement and the Lender’s
                Security;

            


    

     

    
      	
              (c)

            	
              provide
                the Lender with immediate notice of any Event of Default;
                and

            


    

     

    
      	
              (d)

            	
              do
                all things necessary to obtain and maintain the Lender’s Security in good
                standing and make payment of all fees and charges in respect
                thereto.

            


    

     

    
      	7.	
              EVENT
                OF DEFAULT

            


    

     

    
      	7.1	
              Definition
                of Event of Default

            


    

     

    The
      Loan,
      costs and any other money owing to the Lender under this Agreement will
      immediately become payable upon demand by the Lender or, unless otherwise waived
      in writing by the Lender, in any of the following events:

     

    
      	
              (a)

            	
              if
                the Borrower defaults in any payment when due under this
                Agreement;

            


    

     

    
      	
              (b)

            	
              if
                the Borrower commits any default under any of the Lender’s Security
                instruments;

            


    

     

    
      	
              (c)

            	
              if
                the Borrower becomes insolvent or makes a general assignment for
                the
                benefit of its creditors, or if any order is made or an effective
                resolution is passed for the winding-up, merger or amalgamation of
                the
                Borrower or if the Borrower is declared bankrupt or if a custodian
                or
                receiver be appointed for the Borrower under the applicable bankruptcy
                or
                insolvency legislation, or if a compromise or arrangement is proposed
                by
                the Borrower to its creditors or any class of its creditors, or if
                a
                receiver or other officer with like powers is appointed for the
                Borrower;

            


    

     

    
      	
              (d)

            	
              if
                the Borrower defaults in observing or performing any other covenant
                or
                agreement of this Agreement on its part to be observed or performed
                and
                such default has continued for a period of seven (7) days after notice
                in
                writing has been given by the Lender to the Borrower specifying the
                default.

            


    

     

    
      	8.	
              GENERAL

            


    

     

    
      	8.1	
              Waiver
                or Modification

            


    

     

    No
      failure on the part of the Lender in exercising any power or right hereunder
      will operate as a waiver of power or right nor will any single or partial
      exercise of such right or power preclude any other right or power hereunder.
      No
      amendment, modification or waiver of any condition of this Agreement or consent
      to any departure by the Borrower therefrom will be effective unless it is in
      writing signed by the Lender. No notice to or demand on the Borrower will
      entitle the Borrower to any other further notice or demand in similar or other
      circumstances unless specifically provided for in this Agreement.

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    
      	8.2	
              Time

            


    

     

    Time
      is
      of the essence of this Agreement.

     

    
      	8.3	
              Further
                Assurances

            


    

     

    The
      parties to this Agreement will do, execute and deliver or will cause to be
      done,
      executed and delivered all such further acts, documents and things as may be
      reasonably required for the purpose of giving effect to this
      Agreement.

     

    
      	8.4	
              Assignment

            


    

     

    The
      Borrower may not assign this Agreement or its interest herein or any part hereof
      except with the prior written consent of the Lender.

     

    
      	9.	
              NOTICES

            


    

     

    
      
        	9.1	
                Anynotice
                  under this Agreement will be given in writing and may be sent by
                  fax,
                  telex, telegram or may be delivered or mailed by prepaid post addressed
                  to
                  the party to which notice is to be given at the address indicated
                  above,
                  or at another address designated by that party in
                  writing.

              


      

    

     

    
      	9.2	
              If
                notice is sent by fax, telex, telegram or is delivered, it will be
                deemed
                to have been given at the time of transmission or
                delivery.

            


    

     

    
      	9.3	
              If
                notice is mailed, it will be deemed to have been received 48 hours
                following the date of mailing of the
                notice.

            


    

     

    
      	9.4	
              If
                there is an interruption in normal mail service due to strike, labour
                unrest or other cause at or before the time a notice is mailed the
                notice
                will be sent by fax, telex, telegram or will be
                delivered.

            


    

     

    
      	10.	
              AMENDMENTS

            


    

     

    This
      Agreement may be amended, waived, discharged, or terminated only by instrument
      in writing signed by the party against whom enforcement of the amendment,
      waiver, discharge or termination is sought.

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    
      	11.	
              EXECUTION
                IN COUNTERPART

            


    

    


    This
      Agreement may be signed in counterpart and each such counterpart, whether in
      original or facsimile form, together shall constitute a true original and
      provide satisfactory evidence that this Agreement has been duly executed by
      the
      parties hereto.

     

    IN
      WITNESS WHEREOF
      the
      Lender and the Borrower have executed and delivered this Agreement as of the
      day
      and year first written above.

    


    COACH
      CAPITAL LLC

    


     

    
      

        /s/
          Michael
          Laidlaw

      

                                                                                                                             
        

      Per: Michael
        Laidlaw, Secretary

      


      


      RADIAL
        ENERGY INC. 

      


      


      


      


      

        /s/
          G.
          Leigh Lyons

      

      
                                                                                                                               
          

      

      Per:
         G.
        Leigh
        Lyons, President

       

      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        “A”

       

      to
        the
        Loan Agreement dated for reference the 24th
        day of
        May, 2007

      between
        Coach Capital LLC and Radial Energy Inc.

       

      
        
          

        



      PROMISSORY
        NOTE

       

      Principal
        Amount: US
        $1,300,000      

      


      For
        value
        received, Radial
        Energy Inc. (the
        "Borrower") hereby promises to pay to Coach
        Capital LLC
        (the
        "Lender") the principal sum of One Million, Three Hundred Thousand Dollars
        in US
        funds (US$1,300,000) upon the earlier of:

       

      
        	(i)	
                demand:

              


      

       

      
        	(ii)	
                any
                  change of control of the Borrower ("control" being defined as ownership
                  of
                  or control of direction over, directly or indirectly, 20% or more
                  of the
                  outstanding voting securities of the Borrower);
                  and

              


      

       

      
        	(iii)	
                the
                  occurrence of an Event of Default (as defined in the Loan Agreement
                  between the Borrower and the Lender dated for reference May 17,
                  2007),

              


      

      


      together
        with any interest calculated at a rate of two percent (2%) on a monthly basis
        that remains unpaid upon repayment of the Loan. All payments under this
        promissory note will be made by cheque, bank draft or wire transfer (pursuant
        to
        wire transfer instructions provided by the Lender from time to time) and
        delivered to the Lender. 

      


      The
        undersigned is entitled to prepay this promissory note, in whole or in part,
        without notice or penalty. The undersigned waives demand and presentment
        for
        payment, notice of non-payment, protest, notice of protest and notice of
        dishonour. This promissory note will be governed by and construed in accordance
        with the laws of the State of Nevada. 

      


      Dated:
        May 24, 2007.

      


      RADIAL
        ENERGY INC.

      


      


      


      


      


      


      
                                                                                                                               
          

      

      Per: G.
        Leigh
        Lyons, President

      


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      


      SCHEDULE
        “B”

      


       

      to
        the
        Loan Agreement dated for reference the 24th
        day of
        May, 2007

      between
        Coach Capital LLC and Radial Energy Inc.

       

        
          

        

      

       

      CONVERSION
        FORM

      


      


      


      TO: Radial
        Energy Inc.
        (Company) 

      


      


      The
        undersigned Holder of a Loan in the amount of One Million, Three Hundred
        Thousand Dollars in US funds (US$1,300,000) hereby irrevocably elects to
        convert
        the said Loan (or $ ______________ thereof) into securities in accordance
        with
        the Terms and Conditions of the Loan Agreement and directs that the securities
        issuable and deliverable upon the conversion be issued and delivered to the
        address indicated below.

       

      


      
        	Dated:                                                                                                               	                                                                                                                       
                
	 	(Signature of
                Holder)


      

      
 

      
                                                                                                                               
          

      

      (Name
        of Holder)

      


      


      
                                                                                                                               
          

      

      (Address
        of Holder)

      


      


      
                                                                                                                               
          

         

      

      


      
                                                                                                                               
          



       

      


      
        
          
          

        

        
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            8
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