AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED LOAN AGREEMENT

THIS AGREEMENT made the 7th day of April 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:

                           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:

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 June 15, 2008. 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.