Unassociated Document


    PURCHASE
      AGREEMENT

    


    


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

    


    
      	BETWEEN:	
              COVENTRY
                CAPITAL LLC,
                having an address of Suite 600, 1201 Orange Street, Wilmington, Delaware,
                USA, 19899-0511

            


    

    


    (hereinafter
      referred to as the “Buyer”)

    


    
      	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 “Seller”)

    


    WHEREAS
      the
      Seller desires to sell to the Buyer and the Buyer desires to purchase from
      the
      Seller Fifty Percent (50%) of the Seller’s right, title and interest in and to
      its share of the Net Production Revenue generated from the Peruvian Huaya
      Anticline Project, Block 100, oil prospect located in Loreto Department, Peru,
      Ucayali Basin (hereinafter referred to as the “Assets”), subject to the terms
      and conditions set forth in this Purchase and Sale Agreement (the “Agreement”).


    


    NOW
      THEREFORE,
      in
      consideration of the mutual promises contained herein, the benefits to be
      derived by each party hereunder, as well as other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Buyer and Seller agree as follows:

    


    
      
        
          	1.	
                  Purchase
                    of Assets 

                


        

      

    

    


    The
      Seller offers and agrees to sell, and the Buyer offers and agrees to purchase
      all of Seller’s right, title and interest in and to Fifty Percent (50%) of the
      Seller’s right, title and interest in and to its share of the Net Production
      Revenue generated from the Peruvian Huaya Anticline Project, Block 100, oil
      prospect located in Loreto Department, Peru, Ucayali Basin, being Ten point
      Thirty-Five Percent (10.35%) of Total Production Revenue.

    


    The
      Purchaser shall have access to original, or, if no originals are available,
      clean and legible copies of information and data respecting the Assets in the
      Seller's possession, including, without limitation, Agreements, production
      records, geological and geophysical data and reports and all other information
      relating directly to the ownership of or production revenue of the Assets but
      exclusive of any such records, data or information where provision of same
      is
      prohibited by third party agreements or applicable law.

    


    
      
        	2.	
                Purchase
                  Price 

              


      

    

    


    As
      consideration for the sale of the Assets, the Buyer shall pay or deliver to
      the
      Seller upon execution of this Agreement the sum of One Hundred Thousand Dollars
      ($100,000) in US funds (the “Purchase Price”). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	3.	
                Mandatory
                  Repurchase of
                  Assets

              


      

    

    


    The
      Purchaser shall grant to the Seller the option to repurchase the Assets at
      any
      time until May 2, 2008 on the following terms:

    


    
      
        	(a)	
                The
                  Seller can repurchase the Assets on or before November 1, 2007
                  for the
                  purchase price of Four Hundred Thousand Dollars ($400,000) in US
                  funds;
                  or

              


      

    

    


    
      
        	(b)	
                The
                  Seller can repurchase the Assets from November 2, 2007 to March
                  1, 2008
                  for the purchase price of Six Hundred Thousand Dollars ($600,000)
                  in US
                  funds; or

              


      

    

    


    
      
        	(c)	
                The
                  Seller can repurchase the Assets from March 2, 2008 to May 1, 2008
                  for the
                  purchase price of Eight Hundred Thousand Dollars ($800,000) in
                  US
                  funds.

              


      

    

    


    In
      the
      event the Seller is unable to repurchase the Assets by May 1, 2008, the Seller
      will be required to convert the final purchase price of Eight Hundred Thousand
      Dollars ($800,000) into a loan due and payable to the Buyer.

    


    In
      any
      event, the Seller will be required to meet it’s financial obligations to Coach
      Capital LLC prior to the repurchase of the Assets.

    


    
      
        	4.	
                Monthly
                  Payments

              


      

    

    


    The
      Seller agrees to pay to the Buyer a monthly fee of Fifty Thousand Dollars
      ($50,000) commencing September 1, 2007 and payable on the first day of each
      and
      every month prior to the repurchase of Assets. The funds are to be generated
      from the Seller’s share of production revenue derived from the Assets and, in
      the event the Seller is unable to pay this monthly fee, the fee, or any amount
      thereof remaining outstanding from time to time, will accrue in the form of
      a
      loan payable to the Buyer.

    


    Upon
      the
      repurchase of Assets by the Seller the payment of the monthly fees shall cease.
      Should the Seller be unable to complete the repurchase of Assets by May 1,
      2008
      and the purchase price converts into a loan, the monthly fee of Fifty Thousand
      Dollars ($50,000) shall continue to be payable and accrue until such time as
      the
      full amount of the repurchase loan and any amount of accrued monthly payments
      have been paid in full.

    


    
      
        	4.	
                Seller's
                  Representations and Warranties


              


      

    

    


    The
      Seller represents and warrants as follows. 

    


    
      
        	(a)	
                Legal
                  Status and Authority:

              


      

    

    


    (i)    The
      Seller
      is a corporation, validly organized and existing, and in good standing, under
      the laws of the State of Nevada. The Seller has the power and authority to
      own
      its property and to carry on its business as now conducted and to enter into
      and
      to carry out the terms of this Agreement.

    


    (ii)   The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action and Seller is not subject to any articles or by-laws, lien
      or
      encumbrance of any kind, agreement, instrument, order or decree of any court
      or
      governmental body (other than any governmental approval required) which would
      prevent consummation of the transactions contemplated by this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)   The
      consummation of this transaction will not violate or cause a default under
      (i)
      any provision of the Seller's governing documents; (ii) any provision of any
      material contract or agreement or of any bank loan, indenture or credit
      agreement to which the Seller is a party; (iii) any law, ordinance, rule or
      regulation of any governmental authority; or (iv) any applicable order, writ,
      judgment or decree of any court or other competent authority and will not result
      in the creation of any lien, charge or encumbrance on any of the
      Assets.

    


    
      
        	(b)	
                Litigation 

              


      

    

    


    There
      is
      no claim, demand, legal action, administrative proceeding, lawsuit, governmental
      inquiry or investigation relating to the Assets pending or, to the Seller's
      knowledge, threatened. Nor are there any bankruptcy, reorganization or
      arrangement proceedings pending, being contemplated by or, to the knowledge
      of
      the Seller, threatened against the Seller.

    


    
      
        	5.	
                Buyer's
                  Representations and Warranties 

              


      

    

     

    The
      Buyer
      represents and warrants:

    


    
      
        	(a)	
                Legal
                  Status and Authority:

              


      

    

    


    (i)    The
      Buyer
      is a corporation validly organized and existing and in good standing, under
      the
      laws of the state of Delaware and has the power and authority to own its
      property and to carry on its business, as now conducted, and to enter into
      and
      to carry out the terms of this Agreement. 

    


    (ii)   The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated hereby have been duly authorized by all necessary
      action on behalf of the Buyer, and the Buyer is not subject to any charter,
      bylaw, lien or encumbrance of any kind, agreement, instrument, order or decree
      of any court or governmental body which would prevent consummation of the
      actions contemplated by this Agreement.

    


    
      
        	6.	
                Time

              


      

    

    


    Time
      is
      of the essence of this Agreement.

    


    
      
        	7.	
                Further
                  Assurances

              


      

    

    


    The
      Seller and the Buyer 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.	
                Assignment

              


      

    

    


    This
      Agreement cannot be assigned to another party except with the prior written
      consent of both the Buyer and the Seller.

    


    
      
        	9.	
                Notices

              


      

    

    


    
      	9.1	
              Any
                notice 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.

    


    
      
        	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
      Buyer and the Seller have executed and delivered this Agreement as of the day
      and year first written above.

    


    COVENTRY
      CAPITAL LLC

    


    


    


    


    


                                                                                                                       


    Per: Authorized
      Signatory

    


    


    RADIAL
      ENERGY INC. 

    


    


    


     

    
      /s/
        G.
        Leigh Lyons

    

                                                                                                                       


    Per:
       G.
      Leigh
      Lyons, President