EXHIBIT
      10.1

    


    ASSIGNMENT
      AGREEMENT

    


    THIS
      AGREEMENT
      dated
      for reference this 23rd day of November, 2007.

    


    BETWEEN:

    


    RADIAL
      ENERGY INC.,
      a
      Nevada corporation having an address at Suite 210,

    225
      Marine Drive, Blaine, Washington, USA, 98230

    


    (“Radial") 

    


    AND: 

    


    COACH
      CAPITAL, LLC,
      a
      Delaware corporation having an address at Suite 600,

    1201
      Orange Street, Wilmington, Delaware, USA, 19899-0511

    


    (“Coach”)

    


    WHEREAS:

    


    
      	A.  	
              Radial
                and Coach are party to a note purchase agreement (the “Note Purchase
                Agreement”) dated June 11, 2007 whereby Radial agreed to sell to Coach,
                and Coach agreed to buy, up to a total of USD$1,400,000 in secured
                convertible promissory notes.

            


    

    


    
      	B.  	
              Radial
                and Coach are party to a secured convertible promissory note (the
“Note”),
                dated June 11, 2007, in the amount of USD$1,200,000, the terms of
                which
                Note state that Radial grants, as security for repayment of the Note,
                its
                interest, including a 23% in the Lote 100 Block project (the “Property”)
                and in the agreements, licences, concessions and assets comprising
                it and
                attached hereto as Schedule “B” (collectively, the “Underlying
                Agreements”) whereby Radial has the right to acquire an interest in the
                Property.

            


    

    


    
      	C.  	
              Radial
                wishes to assign to Coach, and Coach wishes to acquire, any and all
                interest of Radial in and to the Underlying Agreements in consideration
                of
                the full and final settlement and forgiveness, by Coach, of any debts,
                liabilities and obligations which Radial owes to Coach under the
                terms of
                the Note and for further consideration of Coach assuming all liabilities
                and obligations of Radial to Ziegler-Peru, Inc. (“Ziegler-Peru”) under the
                terms of the Underlying Agreements, up to a maximum of USD$250,000
                (the
                “Outstanding Liability”) as of the date of the execution hereof, payment
                of which Outstanding Liability is a condition precedent to this Agreement.
                

            


    

    


    
      	D.  	
              Radial
                is, or may be, in default of the Underlying Agreements and its interest
                in
                the Underlying Agreements has, or soon will have, lapsed and terminated
                and Radial is unable to make further payments to Ziegler-Peru or
                any other
                party under the terms of the Underlying
                Agreements.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH
      that in
      consideration of the mutual covenants and provisos herein contained,
THE
      PARTIES HERETO AGREE AS FOLLOWS:

    


    
      	1.	
              RADIAL’S
                REPRESENTATIONS

            


    

    


    
      	1.1	
              Radial
                represents and warrants to Coach
                that:

            


    

    


    
      	(a)  	
              Save
                and except as concerns its agreements with Radial, to the best of
                Radial’s
                knowledge, Ziegler-Peru holds the Property free and clear of all
                liens,
                charges and claims of others;

            


    

    


    
      	(b)  	
              The
                Property has been, or to the best of the knowledge of Radial has
                been,
                duly and validly located and recorded in a good, workmanlike, and
                miner-like manner pursuant to the laws of Peru and the oil prospects
                comprising the Property are in good standing in the Loreto Department
                and
                with the government of Peru as of the date of this
                Agreement;

            


    

    


    
      	(c)  	
              Radial
                is duly incorporated under the laws of its incorporating jurisdiction
                and
                is a valid and subsisting company in good standing under those
                laws;

            


    

    


    
      	(d)  	
              Radial
                has the right to transfer, convey, option and assign its interest
                in the
                Property and in the Underlying Agreements to Coach as contemplated
                in this
                Agreement, provided that Ziegler-Peru and C.I.A. Consultora de Petroleo
                S.A. (“CCP”) execute and grant their consent to the assignment contained
                herein as set forth in the AS CONFIRMATION section
                below;

            


    

    


    
      	(e)  	
              There
                are no adverse claims or challenges against or to Radial’s or to
                Ziegler-Peru’s interest in the Property and the Underlying Agreements and
                to Radial’s knowledge, there are no outstanding agreements or options to
                acquire or purchase the Property or any portion thereof other than
                the
                Underlying Agreements;

            


    

    


    
      	(f)  	
              Save
                and except as noted in (d) above, Radial has the full right, authority
                and
                capacity to enter into this Agreement without first obtaining the
                consent
                of any other person or body corporate and the consummation of the
                transaction herein contemplated will not conflict with or result
                in any
                breach of any covenants or agreements contained in, or constitute
                a
                default under, or result in the creation of any encumbrance under
                the
                provisions of any indenture, agreement or other instrument whatsoever
                to
                which Radial is a party or to which it is subject;
                and

            


    

    


    
      	(g)  	
              As
                of today’s date, Radial is aware of no proceedings which are pending and
                which could lead to the placing of Radial in bankruptcy or insolvency,
                or
                in any position similar to bankruptcy, such that any person could
                claim an
                interest in and to the Property from Coach notwithstanding that Coach
                is
                at arm’s length with Radial and is entering into this Agreement for good
                and valuable consideration.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    
      	1.2	
              The
                representations and warranties of Radial set out in Paragraph 1.1
                above
                form a part  of
                this Agreement and are conditions upon which Coach has relied in
                entering
                into this  Agreement
                and shall survive the acquisition of any interest in the Property
                by
                Coach.

            


    

    


    
      	
              1.3

            	
              Radial
                will indemnify Coach from all loss, damage, costs, actions and suits
                arising out of or in connection with any breach of any representation,
                warranty, covenant, agreement or condition made by Radial and contained
                in
                this Agreement including, without limiting the generality of the
                foregoing, against any and all loss, damage, costs, actions and suits
                which may be brought as a result of any shareholder actions on the
                part of
                Radial’s shareholders. In lieu of any monetary indemnification, Coach may
                claim from Radial indemnification in the form of repayment, sale
                or
                transfer to it of some or all of Radial’s other assets or may, at Coach’s
                election, request repayment in equity securities of
                Radial.

            


    

    


    
      	1.4	
              The
                Property is not, to the best of Radial’s knowledge, subject to any royalty
                claims on the  part
                of any party other than the royalty from production normally due
                to the
                government of  Peru.

            


    

    


    
      	2.	
              COACH'S
                REPRESENTATIONS

            


    

    


    
      	2.1	
              Coach
                warrants and represents to Radial that it is a body corporate, duly
                incorporated  under
                the laws of the State of Nevada with full power and absolute capacity
                to
                enter into  this
                Agreement and that the terms of this Agreement have been or will
                be
                authorized by all  necessary
                corporate acts and deeds in order to give effect to the terms
                hereof. 

            


    

    


    
      	2.2	
              Coach
                warrants and represents that it will perform all of Radial’s obligations
                under the  terms
                of the Underlying Agreements save and except that it is expressly
                agreed
                between  the
                parties hereto that Coach is not assuming any present debts, liabilities
                and obligations  of
                Radial in excess of the Outstanding
                Liability.

            


    

    


    
      	3.	
              ASSIGNMENT
                OF OPTION, EXERCISE OF
                OPTION

            


    

     

    
      	3.1	
              Radial,
                in exchange for the consideration in section 4. below, hereby assigns
                to
                Coach all of  its
                right, title and beneficial interest in and to the Underlying Agreements,
                the Property and,  in
                particular, in a 23% interest in and to the Lote 100 Block Project
                (the
                “Assigned  Interests”).

            


    

    


    
      	4.	
              CONSIDERATION
                AND FULL AND FINAL RELEASE


            


    

    


    
      	4.1	
              Coach
                shall pay for the assignment of the Assigned Interests
                by:

            


    

    


    (a)   Paying
      to
      Ziegler-Peru the sum of USD$250,000, being the Outstanding Liability;
      and  

    (b)   Forgiveness
      of the Note, as evidenced by this Agreement, and full and final release of
      Radial, as evidence by this Agreement, from the terms of the Note and
      from
      any and
      all past and present claims or potential claims, liabilities, debts or
      obligations, of any  kind,
      including claims for any outstanding monies or damages due to Coach from
      Radial.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              CONDITIONS
                PRECEDENT

            


    

    


    
      	5.1	
              This
                Agreement is expressly subject to the payment, to Ziegler-Peru, of
                the
                Outstanding  Liability
                by Coach as described in section 4.1 hereof
                .

            


    

    


    
      	5.2	
              In
                the event that the Outstanding Liability is not paid on or before
                November
                30, 2007, this  Agreement
                may terminate if Radial gives Coach notice of termination on or before
                 December
                7, 2007.

            


    

    


    
      	6.	
              TERM
                OF AGREEMENT AND RIGHT TO ABANDON PROPERTY
                INTERESTS

            


    

    


    
      	
              6.1
                

            	
              Nothing
                in this Agreement shall require Coach to continue work or payments
                to
                Ziegler-Peru or CCP under the terms of either the Underlying Agreements
                or
                this Agreement. Coach may abandon the Project at any time provided
                that it
                first provides to Radial sixty (60) days notice of its intention
                (the
                “Termination Notice”) and provided that it keeps the Underlying Agreements
                in good standing until such time as the sixty (60) days from the
                notice
                date has expired. 

            


    

    


    
      	
              6.2

            	
              Where
                this term conflicts with the terms of the joint operating agreement
                (“JOA”) among Radial (which is hereby assigned to Coach), Ziegler-Peru,
                and CCP, the terms of the JOA shall govern, assuming that Ziegler-Peru
                and
                CCP have consented to this assignment and, consequently, the substitution
                of Coach for Radial under the terms of the
                JOA.

            


    

    


    
      	7.	
              FURTHER
                ASSURANCES AND WAIVER OF LEGAL
                RIGHTS

            


    

    


    
      	7.1	
              The
                parties hereto agree to do or cause to be done all acts or things
                reasonably necessary to  implement
                and carry into effect the provisions and intent of this Agreement
                including,  without
                limiting the generality of the foregoing, obtaining consent resolutions,
                or minutes,  of
                their respective boards of directors consenting and approving of
                this
                Agreement and  obtaining
                any necessary legal, regulatory and governmental approvals or
                registrations  required
                to effect this Agreement and the assignment
                herein.

            


    

    


    
      	7.2	
              Radial
                hereby waives any legal rights or objections it may have to this
                Agreement
                based on the terms of the Underlying Agreements or the operation
                of
                applicable laws of Nevada, of Texas, of the United States of America
                or of
                Peru. For greater clarity, the purpose of this clause is to ensure,
                given
                that the parties hereto have not yet been able to obtain legal advice
                with
                 respect
                to the operation of these applicable laws, that this Agreement and
                the
                assignment contemplated herein is nevertheless effective and enforceable
                at law given that Coach is relying upon it to make payment of the
                Outstanding Liability and forgiveness of the
                Note.

            


    

    


    
      	8.	
              FORCE
                MAJEURE

            


    

    


    
      	8.1	
              If
                either of the parties hereto is prevented from or delayed in complying
                with any provisions  of
                this  Agreement
                by reasons of strikes, labour disputes, lockouts, labour shortages,
                power
                 shortages,
                fires, wars, acts of God, governmental regulations restricting normal
                operations

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    or
      any
      other reason or reasons beyond their control, the time limited for the
      performance of  various
      provisions of this Agreement as set out above shall be extended by a period
      of
      time  equal
      in
      length to the period of such prevention and delay, and they, insofar as is
      possible,  shall
      promptly give written notice the other party of the particulars of the reasons
      for any  prevention
      or delay under this paragraph, and shall take all reasonable steps to remove
      the
 cause
      of
      such prevention or delay and shall give written notice as soon as such cause
      ceases  to
      exist.

    


    
      	9.	
              ENTIRE
                AGREEMENT

            


    

    


    
      	9.1	
              This
                Agreement constitutes the entire agreement to date between the parties
                hereto and  supersedes
                every previous agreement, communication, expectation, negotiation,
                 representation
                or understanding, whether oral or written, express or implied, statutory
                or  otherwise,
                between the parties hereto with respect to the subject matter of
                this
                Agreement. 

            


    

    


    
      	10.	
              NOTICE

            


    

    


    
      	10.1	
              Any
                notice required to be given under this Agreement shall be deemed
                to be
                well and  sufficiently
                given if mailed to the addresses on the first page of this
                Agreement.

            


    

    


    
      	10.2	
              Either
                party hereto may from time to time by notice in writing change its
                address
                for the  purpose
                of paragraph 10.1.

            


    

    


    
      	11.	
              TIME
                OF ESSENCE

            


    

    


    
      	11.1	
              Time
                shall be of the essence of this
                Agreement.

            


    

    


    
      	12.	
              CURRENCY

            


    

    


    
      	12.1	
              All
                funds referred to under the terms of this Agreement shall be funds
                designated in the  lawful
                currency of the United States of America
                (“USD$”).

            


    

    


    
      	13.	
              APPLICABLE
                LAW

            


    

    


    
      	13.1	
              This
                Agreement shall be governed by the laws of the State of Texas and
                the
                parties  hereto
                agree to attorn to the courts
                thereof.

            


    

    


    
      	14.	
              ENUREMENT

            


    

    


    
      	14.1	
              This
                Agreement shall enure to the benefit of and be binding upon the parties
                hereto and  their
                respective successors and assigns.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	15.	
              LEGAL
                COUNSEL

            


    

    


    
      	15.1	
              The
                parties hereto confirm and acknowledge that corporate counsel for
                Coach
                has, in the past,
                been retained to provide advice to Radial on matters other than the
                Underlying Agreements.
                Radial has acknowledged that it believes there is no conflict in
                Coach’s
                corporate
                counsel acting to draft this Agreement and the parties acknowledge
                that
                Radial and
                Coach negotiated and agreed to the terms of this Agreement between
                themselves. The parties
                further agree and acknowledge that they have been advised to seek
                independent and qualified
                legal advice with respect to the application, if any, of the laws
                of the
                State of Nevada,
                the laws of Peru and the federal laws of the United States of America
                to
                this Agreement.

            


    

    


    


    IN
      WITNESS WHEREOF
      this
      Agreement has been executed as of the day and year first above
      written.

    


    


    
      	COACH CAPITAL,
              LLC.	 	RADIAL ENERGY
              INC.
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Per: Authorized Signatory	 	Per: Authorized
              Signatory


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
      “A”

    


    NOTE
      PURCHASE AGREEMENT AND SECURED CONVERTIBLE PROMISSORY NOTE

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    SCHEDULE
      "B"

    


    THE
      UNDERLYING AGREEMENTS