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BILL OF SALE AND ASSIGNMENT IN LIEU OF
FORECLOSURE

THIS BILL OF SALE AND ASSIGNMENT
IN LIEU OF FORECLOSURE, made and entered effective as of the ____ day of
___________, 2009, by and between FOX PETROLEUM, INC., a Nevada
corporation, with a mailing address is 64 Knightsbridge, London SW 1X 7JF,
United Kingdom (Seller) and TCF OIL AND GAS CORP., a Florida
corporation, with a mailing address of 18851 N.E. 29th Avenue, Suite
306, Aventura, Florida 33180 (Purchaser).

W I T N E S S E T H:

WHEREAS, Seller owns all of the
real and personal property, rights, titles, interests and estates (hereinafter
collectively called the Mortgaged Properties) which are more
particularly described on Exhibit A attached hereto and made a part
hereof; and WHEREAS, Seller is in default on its obligations to Trafalgar
Capital Specialized Investment Fund, FIS (Trafalgar), under, inter
alia, (i) the mortgage (the Mortgage); (ii) the financing
statements of record in the Nevada Secretary of States office (collectively,
the Financing Statements); and (iii) the other documents which are
listed on the Schedule of Loan Documents which is attached hereto
as Exhibit B and made a part hereof (collectively, with the Mortgage and
the Financing Statements, the Loan Documents); and

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WHEREAS, by virtue of the default
by Seller, Trafalgar has the right to foreclose and exercise its rights and
remedies under the Uniform Commercial Code upon or against the Mortgaged
Properties including any personal property which is subject to the Financing
Statements; and

WHEREAS, Seller acknowledges that the fair market value of the
  Mortgaged Properties being transferred and conveyed hereby is less than the
  outstanding principal amount of and interest accrued on the foregoing
  obligations of Seller;

NOW, THEREFORE, for and in consideration of the payment
  of $100.00 by Purchaser to Seller and of the simultaneous execution by Trafalgar
  of a Covenant Not To Sue Seller for an in personam judgment under
  the obligations evidenced or secured by the Loan Documents, the receipt and
  sufficiency of all of which is hereby acknowledged by Seller, Seller has
  bargained and sold and does hereby irrevocably assign, grant, sell, convey and
  forever transfer unto Purchaser, its successors and assigns, forever, with
  Covenant of GENERAL WARRANTY, all of Sellers property located in Ellsworth
  County, Kansas, including, but not limited to, all of the following described
  property located in Ellsworth County, Kansas and being more particularly
  described on Exhibit A attached hereto and made a part hereof.

TO HAVE AND TO HOLD, the
above-described property unto Purchaser, its successors and assigns forever,
free, clear, and discharged of and from all grants, charges, taxes, judgments,
mortgages, liens and encumbrances of whatever nature, subject only to the
following: [i] the lien for current ad valorem taxes; [ii] the Loan Documents;
and [iii] any easements affecting the Property recorded prior to the recordation
of the Mortgage.

This Bill of Sale and Assignment
is executed, delivered and accepted as a Bill of Sale and Assignment in-lieu of
foreclosure of, and not as additional security for, the Loan Documents.

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Seller and Purchaser acknowledge and agree as follows: (a) the
execution, delivery, receipt, recording and acceptance of this Bill of Sale and
Assignment and the conveyance and transfer herein made shall not cause a merger
of the title herein conveyed to Purchaser with the title previously conveyed to
Trafalgar under the Mortgage and other Loan Documents; (b) the Mortgage and the
other Loan Documents and liens thereof remain in full force and effect,
unimpaired by this conveyance and the Mortgage and the other Loan Documents and
the liens thereof shall be and remain at all times as valid and continuous liens
on the property herein conveyed until such time as the holder thereof shall have
caused the Mortgage and the other Loan Documents to be released of record; (c)
there is no assumption by Purchaser of the obligations and liabilities of Seller
under the Mortgage and the other Loan Documents and all such obligations and
liabilities remain the responsibility of the Seller; (d) neither the execution,
delivery, receipt, acceptance, nor recording of this Bill of Sale and Assignment
is intended to effect a novation, an accord and satisfaction, an accord, a
satisfaction, a waiver, a discharge or release, or otherwise adversely affect
the obligations of Seller or any other person, including without limitation any
guarantor, liable with respect to the obligations of Seller to Trafalgar, its
participants, successors or assigns; (e) the transfer and conveyance herein is
an absolute conveyance of all right, title and interest, including Sellers
equity or right of redemption, if any, in and to the above-described property in
substance as well as in form and is not intended as a mortgage, trust conveyance
or security of any kind; and (f) the execution, delivery, receipt, acceptance
and recording of this Bill of Sale and Assignment shall not restrict the right
of Trafalgar as holder of (i) the Mortgage and (ii) the other Loan Documents, to
enforce the same or to institute or proceed with foreclosure or any other
remedial proceedings under the same if it so desires.

3

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IN TESTIMONY WHEREOF, Seller has
caused this instrument to be executed by and through its duly authorized
representatives, as of the date first above written.

| | SELLER:                            
| | -----------------------------------
| |                                    
| | FOX PETROLEUM,
      INC., a Nevada
| | corporation                        
| |                                    
| |                                    
| | By:                                
| |                                    

KINGDOM OF ENGLAND

CITY OF LONDON

The foregoing instrument was
acknowledged before me this _____day of ____________, 2009, by Richard Moore, as
CEO of Fox Petroleum, Inc., a Nevada corporation, on behalf of the
corporation.

My Commission expires:
_______________________.

| | NOTARY
      PUBLIC
| | -------------------

4

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EXHIBIT A

DESCRIPTION OF MORTGAGED PROPERTIES

(a) All rights, titles, interests
and estates now owned by Seller in and to the oil and gas and/or the oil, gas
and mineral leases described on Exhibit A-1, insofar as they cover the
lands described on Exhibit A-1 (herein sometimes called the
Leases), together with operating rights, forced pooling orders, farmout
agreements, participation agreements and other contractual or other rights
relating to oil, gas and mineral rights described on Exhibit A-1 which
is attached hereto and made a part hereof for all purposes, or which Leases are
otherwise mentioned or referred to herein and specifically, but without
limitation, all of Sellers undivided interests in the Leases described on
Exhibit A-1;

(b) All rights, titles, interests
and estates now owned by Seller in and to (i) the properties now or hereafter
pooled or unitized with the Leases; (ii) all presently existing or future
unitization, communitization, pooling agreements and declarations of pooled
units and the units created thereby (including, without limitation, all units
created under orders, regulations, rules or other official acts of any Federal,
State or other governmental body or agency having jurisdiction) which may affect
all or any portion of the Leases including, without limitation, those units, if
any, which may be described or referred to in Exhibit A-1; (iii) to the
extent assignable or transferable without otherwise violating the terms of any
such agreement, all area of mutual interest agreements, development agreements,
geologic and geophysical survey agreements, operating agreements, contracts and
other agreements which relate to any of the Leases or interests in the Leases
including, without limitation, any such agreements described or referred to
herein or in Exhibit A-1 or to the production, sale, purchase, exchange
or processing of the Hydrocarbons (as hereinafter defined) from or
attributable to such Leases or interests; and (iv) the Leases even though
Sellers interests therein be incorrectly described or a description of a part
or all of such Leases or Sellers interests therein be omitted;

(c) All rights, titles, interests
and estates now owned by Seller in and to all oil, gas, casinghead gas,
condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all
products refined therefrom and all other minerals of whatever kind or character
and in whatever form or phase (herein collectively called the
Hydrocarbons) in and under and which may be produced and saved from or
attributable to the Leases, the lands covered thereby and Sellers interests
therein, including all oil in tanks and all rents, issues, profits, proceeds,
products, revenues and other income from or attributable to the Leases, the
lands covered thereby and Sellers interests therein which are subjected or
required to be subjected to the liens and security interests of the
Mortgage;

(d) All tenements, hereditaments,
appurtenances and properties in anywise appertaining, belonging, affixed or
incidental to the Leases, properties, rights, titles, interests and estates
described or referred to in subparagraphs (a) and (b) and (c) above, which are
now owned by Seller, including, without limitation, any and all property, real
or personal, now owned and situated upon, used, held for use, or useful in
connection with the operating, working or development of any of such Leases or
properties

A-1

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(excluding drilling rigs, automotive equipment or other
personal property which may be on such premises for the purpose of drilling a
well or for other similar temporary uses, all proprietary intellectual property
rights, patents, trade secrets, computer software, mechanical engineering data,
research and files relating to horizontal drilling guidance systems and
geological and geophysical maps, licenses and data in which Seller cannot grant
a security interest without violating third party agreements) and including any
and all oil wells, gas wells, injection wells or other wells including without
limitation those, if any, described on Exhibit A-1 hereto, buildings,
structures, field separators, liquid extraction plants, plant compressors,
pumps, pumping units, field gathering systems, tanks and tank batteries,
fixtures, valves, fittings, machinery and parts, engines, boilers, meters,
apparatus, equipment, appliances, tools, implements, cables, wires, towers,
casing, tubing and rods, surface leases, rights-of-way, easements and servitudes
together with all additions, substitutions, replacements, accessions and
attachments to any and all of the foregoing properties;

(e) The easements, rights-of-way,
servitudes, real property, and permits, licenses, orders, certificates, and
related instruments (collectively herein referred to as the Easements)
described in Exhibit A-1 or described in any instrument or document
described in Exhibit A-1, and any strips and gores within or adjoining
any real property included in or covered by the Easements, all rights of ingress
and egress to and from such real property, all easements, servitudes,
rights-of-way, surface leases, fee tracts and other surface rights affecting
said Easements, and all rights appertaining to the use and enjoyment of said
Easements, rights, estates, titles, claims, and interests, including, without
limitation, lateral support, drainage, mineral, water, oil and gas rights (the
Easements and all of the property and other rights, privileges, interests,
titles, estates, and claims appurtenant thereto are hereinafter collectively
called the Gathering System Premises or Premises);

(f) All gathering systems and/or
pipeline systems, and all materials, equipment, and other property now or
hereafter located on the Gathering System Premises or used or held for use,
regardless of where the same are located, in connection with, or otherwise
related to such gathering systems and/or pipeline systems and all equipment,
including, but not limited to, all fittings, furnishings, appliances, apparatus,
machinery, treatment, storage, transportation, exchange units, gas, liquid
product and other storage tanks, liquid product truck loading terminals, and
other assets now or hereafter located on or in (or, whether or not located
thereon or therein, used or held for use in connection with) the Premises or
such gathering systems or pipeline systems (that portion of the Mortgaged
Properties described in this paragraph (f) is herein collectively called the
Gathering Systems);

(g) All materials, goods, surface
or subsurface machinery, equipment, and other property now or hereafter located
on the Gathering System Premises, and all other surface or subsurface machinery
and equipment, line pipe and pipe connections, fittings, flanges, welds or
interconnects, valves, control equipment, cathodic or electrical protection
units, by-passes, regulators, drips, meters and metering stations, compression
equipment, pumphouses and pumping stations, treating equipment, dehydration
equipment, separation equipment, processing equipment, telephone, telegraph and
other

A-2

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communication systems, office equipment and furniture, files
and records, computer equipment and software, storage sheds, vehicles, loading
docks, loading racks, towers, process tanks, storage tanks and other storage
facilities, and shipping facilities, gas and electric fixtures, radiators,
heaters, engines and machinery, boilers, elevators and motors, pipes, faucets
and other air conditioning, plumbing, and heating fixtures, refrigerators and
appurtenances which relate to Sellers use of the Gathering Systems
(collectively, the Gathering System Equipment), and all building
materials and supplies now or hereafter delivered to the Gathering System
Premises and intended to be installed thereon; all other personal property of
whatever kind and nature at present contained in or hereafter placed on the
Gathering System Premises in which Seller has a possessory or title interest;
and all renewals or replacements thereof or articles in substitution thereof;
and all proceeds and profits thereof, all of which shall be deemed to be a
portion of the security for the Obligations (as hereafter defined). If the
lien of the Mortgage on any fixtures or personal property is subject to a lease
agreement, conditional sales agreement or chattel mortgage covering such
property, then all the right, title and interest of Seller in and to any and all
deposits made thereon or therefor are hereby assigned to Purchaser, together
with the benefit of any payments now or hereafter made thereon. Seller also
transfers, sets over and assigns to Purchaser, its successors and assigns, all
leases and use agreements covering machinery, Equipment and other personal
property of Purchaser related to the Gathering System Premises or the conduct of
its business thereon, under which Seller is the lessee of, or entitled to use,
such items;

(h) All inventory and all
materials used or consumed in the processing of Hydrocarbons, and all products
thereof, now or hereafter located in or on, or stored in or on, transported
through or otherwise related to the lands covered by the Leases and the
Gathering System Premises (herein collectively, the Premises),
including all inventory (as such term is used in the Uniform Commercial Code of
the State of Kansas (the Uniform Commercial Code)) and such other
property held by Seller for sale or lease (or in the possession of other persons
while on lease or consignment) or furnished or to be furnished under any service
contract and all raw materials, work in process and materials and supplies used
or consumed in Sellers business relating to the Premises, and returned or
repossessed goods, together with any bill of lading, dock warrant, dock receipt,
warehouse receipt or order for the delivery of such goods of Seller related to
the Leases and Gathering System, and any other document which in the regular
course of business or financing is treated as adequately evidencing that the
person in possession of it is entitled to receive, hold and dispose of the
document and the goods that it covers (the Mortgaged Properties described in
this paragraph (h) are hereinafter collectively referred to as the
Inventory), and all proceeds thereof and all accounts, contract rights
and general intangibles under which such proceeds may arise, and together with
all liens and security interests securing payment of the proceeds of the
Inventory, including, but not limited to, those liens and security interests
provided for under statutes enacted in the jurisdictions in which the Mortgaged
Properties are located;

(i) All presently existing and
hereafter created Hydrocarbon purchase agreements, Hydrocarbon sales agreements,
supply agreements, raw material purchase agreements, product purchase
agreements, product sales agreements, processing agreements, exchange
agreements, gathering agreements, transportation agreements and

A-3

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other contracts and agreements which cover, affect, or
otherwise relate to the production, extraction, transportation and/or processing
of Hydrocarbons through or in the Premises or any other part of the Mortgaged
Properties, and all other contracts and agreements (including, without
limitation, equipment leases, maintenance agreements, electrical supply
contracts, hedge or swap agreements, cap, floor, collar, exchange, forward or
other hedge or protection agreements or transactions relating to crude oil,
natural gas or other Hydrocarbons, or any option with respect to any such
agreement or transaction, and other contracts and agreements) which cover,
affect or otherwise relate to the Premises, or any part thereof, together with
any and all amendments, modifications, renewals or extensions (now or hereafter
existing) to any of the foregoing (the Mortgaged Properties described in this
paragraph (i) are herein collectively called the Contracts);

(j) All accounts, including but
not limited to, (i) all of Sellers rights to receive payment, whether or not
earned by Sellers performance and however acquired or evidenced, which arise
out of or in connection with (A) Sellers sale of Hydrocarbons, (B) Sellers
sale, assignment, lease, hiring out or allowance of use of, consignment,
licensing or other voluntary disposition, whether permanent or temporary, of
Inventory or other goods or property related to the Premises and/or the conduct
of Sellers business thereon (including, without limitation, all payments
received in lieu of payment for Inventory regardless of whether such payments
accrued, and/or the events which gave rise to such payments occurred, on or
before or after the date hereof, including, without limitation, take or pay or
minimum bill payments and similar payments, payments received in settlement of
or pursuant to a judgment rendered with respect to take or payor minimum bill or
similar obligations or other obligations under a sales contract, and payments
received in buyout or other settlement of a contract covered by the Mortgage),
(C) rendering of services related to the Gathering Systems and/or Premises
and/or the conduct of Sellers business thereon or (D) any loan, advance,
purchase of Debentures or other extension of credit made by Seller; (ii) any and
all rights and interests Seller may have in connection with any of the
transactions described in the preceding clause (i) and relating to the Premises,
whether now existing or hereafter acquired, (A) to demand and receive payment or
other performance from any guarantor, surety, accommodation party or other
person indirectly or secondarily obligated to Seller in respect of the Leases,
Hydrocarbons, Gathering Systems and/or the Premises and/or the conduct of
Sellers business thereon, (B) arising out of the enforcement of any of Sellers
rights to payment or performance by means of judicial or administrative
proceedings, including, without limitation, any rights to receive payment under
or in connection with any settlement of such proceedings, any judgment or any
administrative order or decision arising out of actions related to the Leases,
Hydrocarbons, Gathering Systems and/or the Premises and/or the conduct of
Sellers business thereon, (C) in and to the goods or other property related to
the Premises and/or the conduct of Sellers business thereon that is the subject
of any such transaction, including, without limitation, (1) in the case of
goods, an unpaid sellers or lessors rights of rescission, replevin or to stop
such goods in transit, and all rights to such goods on return or repossession,
and (2) in the case of other property, rights of an unpaid seller, assignor or
licensor to rescind or cancel the applicable agreement and demand the return of
such property or, if such property is intangible, of any writing or other
tangible evidence of its existence and/or disposition, and (D) to proceed
against any collateral security related to the Premises provided by any obligor
and to realize any

A-4

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proceeds thereof; and (iii) all contracts and other agreements
and writings, all accounts, chattel paper, documents, general intangibles and
instruments, and all other items of property now or hereafter owned by Seller or
in which Seller now has any rights or interests, whether tangible or intangible
and related to the Premises that in any way constitute, embody or evidence any
payment rights described in clause (i) of this paragraph (j) or any of Sellers
other rights and interests described in clause (ii) of this paragraph (j) (the
Mortgaged Properties described in this paragraph (j) are hereinafter
collectively referred to as the Accounts Receivable);

(k) All contracts, agreements,
leases, permits, orders, franchises, servitudes, certificates, privileges,
rights, technology, licenses and general intangibles (including, without
limitation, all trademarks, trade names, and symbols) which are now or hereafter
used, or held for use, in connection with or otherwise relate to the Premises,
the Gathering Systems, the Gathering System Equipment and/or the other items
described in paragraph (g), the Inventory, the Contracts, and/or the Accounts
Receivable (the Premises, the Gathering Systems, the Gathering System Equipment
and the other items described in paragraph (g), the Inventory, the Contracts,
and the Accounts Receivable are hereinafter collectively referred to as the
Property) or the conduct of Sellers business on the Leases and/or
Gathering System Premises whether now or hereafter created, acquired, or entered
into and all right, title and interest of Seller thereunder, including, without
limitation, rights, incomes, profits, revenues, royalties, accounts, contract
rights and general intangibles under any and all of the foregoing;

(l) Any and all data, books and
records related to the Premises and Sellers operations thereon, including, but
not limited to, accounting records, files, computer software, employee records,
engineering drawings or plans, surveys, site assessments, environmental reports,
customer lists, production records, laboratory and testing records, sales and
administrative records, and any other material or information relating to the
ownership, maintenance, or operation of the Property (the Books and
Records);

(m) All unearned premiums,
accrued, accruing or to accrue under insurance policies now or hereafter
obtained by Seller for the Property or the conduct of Sellers business on the
Premises and all judgments, awards of damages and settlements hereafter made as
a result of or in lieu of any taking of the Premises or any part thereof or any
interest therein under the power of eminent domain, or for any damage (whether
caused by such taking or otherwise) to the Leases and/or Gathering System
Premises or any part thereof or interest therein, including any award for change
of grade of streets;

(n) All proceeds of the
conversion, voluntary or involuntary, of the Property or any part thereof into
cash or liquidated claims, including, without limitation, proceeds of hazard and
title insurance;

(o) All of the rights, titles and
interests of every nature whatsoever now owned by Seller in and to the Leases,
Easements, properties, rights, titles, interests and estates and every part and
parcel thereof, including, without limitation, said Leases, properties, rights,
titles, interests and estates as the same may be enlarged by the discharge of
any payments out of production or by the removal of any charges or

A-5

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Permitted Encumbrances (hereinafter defined) to which
any of said Leases, Easements, properties, rights, titles, interests or estates
are subject, or otherwise; together with any and all renewals and extensions of
any of said Leases, Easements, properties, rights, titles, interests or estates;
and all contracts and agreements supplemental to or amendatory of or in
substitution for the Leases, Easements, the contracts and agreements described
or mentioned above; and

(p) All accounts, contract
rights, equipment, fixtures, inventory, general intangibles and any and all
other personal/movable property of any kind or character constituting a part of,
relating to or arising out of those portions of the Mortgaged Properties which
are described in paragraphs (a) through (o) above and all proceeds and products
of all such portions of the Mortgaged Properties.

A-6

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EXHIBIT A-1

DEFINITIONS:

1. The terms used in Exhibit
A-1 have the same meaning as defined in the Mortgage.

2. The term working interest as
used herein means (a) when applied to individual leases, the undivided interest
owned by Seller in the leasehold estate, out of which are paid Sellers share of
(i) all costs of drilling, completing, equipping and operating a well or wells,
and (ii) all royalties, overriding royalties, production payments and other
interests in or measured by production, and (b) when applied to leases described
as unitized or pooled, the undivided interest owned by Seller and out of which
is paid all costs of drilling, completing, equipping and operating a well or
wells producing oil and gas, or either of them, from the portions of the leases
so unitized or pooled. The term net revenue interest as used herein means that
portion of oil and gas (or oil only, or gas only, where so limited herein)
produced from the respective properties herein described to which Seller is
entitled after deduction of all royalties, overriding royalties, production
payments and other interests in or measured by production which are borne by
Seller.

3. The term Permitted
Encumbrances shall mean (i) Permitted Liens under the Amended Security
Agreement between Seller and Purchaser; provided that such liens or encumbrances
do not materially interfere with the use and value of the Mortgaged Properties;
and (ii) the specific exceptions and encumbrances, if any, affecting each of the
Mortgaged Properties as described in Exhibit A INSOFAR ONLY as said
exceptions and encumbrances are valid and subsisting and are enforceable against
the particular Lease which is made subject to said exceptions and
encumbrances.

4. With respect to the
descriptions of each of the Mortgaged Properties, if the description requires,
such description may continue on several successive pages of Exhibit
A-1. Certain property descriptions are in abbreviated form as to Sections,
Townships and Ranges. In such descriptions the following terms may be
abbreviated as follows:

Northwest Quarter NW, NW/4 or NW1/4;
Southwest Quarter SW, SW/4 or SW1/4; Southeast Quarter SE, SE/4 or
SE1/4; Northeast Quarter NE, NE/4 or NE1/4; North Half N/2 or N1/2;
South Half S/2 or S1/2; East Half E/2 or E1/2; and West HalfW/2 or
W1/2.

The applicable Section, Township and Range may be identified by
a series of three numbers, each separated by a dash, with the first number being
the Section number, the second number being the Township number and the third
number being the Range number. The Township and Range numbers are followed by an
N, S, E or W to indicate whether the Township or Range is North, South, East or
West, respectively. In some instances, the Section number may be stated by

A-1-1

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itself and not in conjunction with a series of dashed numbers
representing the appropriate Township and Range, e.g., the description N/2 14,
SESW 21 29N 8W means North one half of Section 14 and Southeast quarter of
Southwest quarter of Section 21, all in Township 29 North, Range 8 West.
Certain descriptions merely refer to the subdivision or survey in which the
property is located in whole or in part. In such cases, the recorded Leases and
any amendments thereof and any other recorded instruments affecting Sellers
title more particularly describe the land within such subdivision or survey in
which Seller owns an interest, and the descriptions contained in such
instruments are incorporated herein by this reference.

SYMBOLS AND ABBREVIATIONS:

1. The abbreviation BPO or the
term before payout as used herein means that the figure next to which this
abbreviation appears represents Sellers net income interest until such time as
the operator of the well or wells situated on the described property has
recovered from production from that well or those wells all costs as specified
in underlying farmout assignments or other documents in the chain of title,
usually including costs of drilling, completing and equipping a well or wells
plus costs of operating the well or wells during the recoupment period.

2. The abbreviation APO or the
term after payout as used herein means that the figure next to which this
abbreviation appears represents Sellers net income interest after the point in
time when the operator of the well or wells situated on the described property
has recovered from production from that well or those wells all costs as
specified in underlying farmout assignments or other documents in the chain of
title, usually including costs of drilling, completing and equipping a well or
wells plus costs of operating the well or wells during the recoupment period.

LEASES:

LEASE A:

Oil and gas lease dated November 20,
2006, from Bryant Wires and Rosalie Wires, husband and wife, lessors, to Wint
Harris, lessee, recorded November 27, 2006, in Book 107, pages 695-697, in the
office of the Register of Deeds of Ellsworth County, Kansas.

LEASE B:

Oil and gas lease dated November 20,
2006, from Gary George Kratzer, Trustee of the Gary George Kratzer Trust dated
12/23/96, lessor, to Wint Harris, lessee, recorded November 27, 2006, in Book
107, pages 692-694, in the office of the Register of Deeds of Ellsworth County,
Kansas.

LEASE C:

Oil and gas lease dated September 2,
2008, and September 8, 2008, from Don Kratzer and Gary George Kratzer,
Co-Trustees of the Pauline B. Kratzer Trust dated February 26, 1991, lessors, to
Fox Petroleum, Inc., lessee, recorded

A-1-2

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September 15, 2008, in Book 110, at
pages 73-76 and pages 77-79, respectively, in the office of the Register of
Deeds of Ellsworth County, Kansas.

The leases referred to above
cover all of the following described land located in Ellsworth County, Kansas,
to-wit:

Southwest Quarter (SW/4) of Section
Thirty-four (34), Township Seventeen (17) South, Range Eight (8) West,
Ellsworth County, Kansas.

WARRANTED INTEREST:

| | Lease   | Working  | Net Revenue Interest
| | ------- | -------- | --------------------
| |         | Interest |                     
| | Lease A | 100.00%  | 87.50%              
| | Lease B | 100.00%  | 87.50%              
| | Lease C | 100.00%  | 87.50%              

A-1-3

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EXHIBIT B

SCHEDULE OF LOAN DOCUMENTS

The documents listed on this Schedule of Loan Documents are
described by reference to, as applicable, the type of instrument, the date of
instrument, the maker or grantor of the instrument, the payee or grantee of the
instrument, the original principal amount of the indebtedness evidenced or
secured by the instrument, and the book and the page, if any, in which the
instrument is recorded in the Office of the Register of Deeds of Ellsworth
County, Kansas. The instruments to which this Schedule of Loan Documents refers
are incorporated herein by reference with the same force and effect as if the
same were set forth at length herein.

Various abbreviations are used in this Schedule of Loan
Documents in order to facilitate the typing and listing of the instruments. A
representative list is as follows:

|Name                                                                                                                      | Abbreviation      
|------------------------------------------------------------------------------------------------------------------------- | ------------------
|                                                                                                                          |                   
|Fox Petroleum, Inc., a Nevada corporation                                                                                 | Fox               
|                                                                                                                          |                   
|Fox Petroleum, Inc., a Kansas corporation                                                                                 | Fox Kansas        
|                                                                                                                          |                   
|Trafalgar Capital Specialized Investment Fund, FIS                                                                        | Trafalgar         
|                                                                                                                          |                   
|Mortgage, Indenture, Security Agreement, Fixture Filing,
      Financing Statement and Assignment of Production           | Mortgage          
|                                                                                                                          |                   
|Form UCC-1, Financing Statement                                                                                           | UCC-1             
|                                                                                                                          |                   
|Amended Senior Secured Convertible Redeemable Debenture                                                                   | Amended Debenture 
|                                                                                                                          |                   
|Senior Secured Convertible Redeemable Debenture                                                                           | Debenture         
|                                                                                                                          |                   
|General Assignment of Contracts and Leases                                                                                | Assignment        
|                                                                                                                          |                   
|Securities Purchase Agreement                                                                                             | Purchase Agreement
|                                                                                                                          |                   
|Amended Security Agreement                                                                                                | Amended SA        
|                                                                                                                          |                   
|Amendment to Securities Purchase Agreement, Secured
      Debenture, Registration Rights Agreement and Security Agreement | Amended Agreement 

B-1

---

|Type of                     | Date       | Borrower/  | Lender/Payee | Original      | Recording               
|--------------------------- | ---------- | ---------- | ------------ | ------------- | ------------------------
|Instrument                  |            | Maker/     | /Grantee     | Principal     | Information             
|                            |            | Grantor    |              | Amount        |                         
|                            |            |            |              |               |                         
|Mortgage                    | 10/31/2008 | Fox        | Trafalgar    | $3,500,000.00 | Ellsworth County, Kansas
|                            |            |            |              |               |                         
|UCC-1                       | 07/02/2008 | Fox        | Trafalgar    | $2,500,000.00 | Nevada SOS 200802105 9-6
|                            |            |            |              |               |                         
|UCC-1                       | 06/30/2008 | Fox Kansas | Trafalgar    | $2,500,000.00 | Kansas SOS 6504278      
|                            |            |            |              |               |                         
|UCC-1                       | 04/__/2009 | Fox        | Trafalgar    | $3,500,000.00 | Ellsworth County, Kansas
|                            |            |            |              |               |                         
|Security Agreement          | 06/24/2008 | Fox        | Trafalgar    | $2,500,000.00 |                         
|                            |            |            |              |               |                         
|Amended SA                  | 10/31/2008 | Fox        | Trafalgar    | $3,500,000.00 |                         
|                            |            |            |              |               |                         
|Purchase Agreement          | 06/24/2008 | Fox        | Trafalgar    | $2,500,000.00 |                         
|                            |            |            |              |               |                         
|Amended Agreement           | 10/31/2008 | Fox        | Trafalgar    | $3,500,000.00 |                         
|                            |            |            |              |               |                         
|Debenture                   | 10/31/2008 | Fox        | Trafalgar    | $1,000,000.00 |                         
|                            |            |            |              |               |                         
|Amended Debenture           | 10/31/2008 | Fox        | Trafalgar    | $1,250,000.00 |                         
|                            |            |            |              |               |                         
|Amended Debenture           | 10/31/2008 | Fox        | Trafalgar    | $1,250,000.00 |                         
|                            |            |            |              |               |                         
|Debenture                   | 06/24/2008 | Fox        | Trafalgar    | $2,500,000.00 |                         
|                            |            |            |              |               |                         
|Assignment                  | 06/18/2008 | Fox        | Trafalgar    |               |                         
|                            |            |            |              |               |                         
|Warrant                     | 10/31/2008 | Fox        | Trafalgar    |               |                         
|                            |            |            |              |               |                         
|Pledge and Escrow Agreement | 10/31/2008 | Fox        | Trafalgar    |               |                         

B-2

---

|Type of                       | Date       | Borrower/ | Lender/Payee | Original  | Recording  
|----------------------------- | ---------- | --------- | ------------ | --------- | -----------
|Instrument                    |            | Maker/    | /Grantee     | Principal | Information
|                              |            | Grantor   |              | Amount    |            
|                              |            |           |              |           |            
|Registration Rights Agreement | 06/24/2008 | Fox       | Trafalgar    |           |            

B-3

---