Filed by sedaredgar.com - Fox Petroleum, Inc. - Exhibit 10.37






ESCROW AGREEMENT

     THIS ESCROW AGREEMENT
(this “Agreement”) is made and entered into as of June 24, 2008 among
Fox Petroleum, Inc. a Nevada corporation, with headquarters located at 64
Knightsbridge, London, SW1X7JF (the “Company”), and Trafalgar Capital
Specialized Investment Fund, Luxembourg (the “Buyer”), and The Law
Office of James G. Dodrill II, P.A., as Escrow Agent hereunder (the
“Escrow Agent”).

BACKGROUND

     WHEREAS, the Company and
the Buyer have entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”), dated as of the date hereof, pursuant to which the
Company proposes to sell secured convertible redeemable debentures (the
“Debentures”) to the Buyer. The Securities Purchase Agreement provides
that the Buyer shall deposit the purchase amount in a segregated escrow account
to be held by Escrow Agent in order to effectuate a disbursement to the Company
at closings to be held as set forth in the Securities Purchase Agreement (each,
a “Closing”).

     WHEREAS, the Company
intends to sell Debentures (the “Offering”).

     WHEREAS, Escrow Agent has
agreed to accept, hold, and disburse the funds deposited with it in accordance
with the terms of this Agreement.

     WHEREAS, in order to
establish the escrow of funds and to effect the provisions of the Securities
Purchase Agreement, the parties hereto have entered into this Agreement.

     NOW THEREFORE,
in consideration of the foregoing, it is hereby agreed as follows:

     1. Definitions. The
following terms shall have the following meanings when used herein:

     a. “Escrow Funds” shall
mean the funds deposited with Escrow Agent pursuant to this Agreement.

     b. “Joint Written
Direction” shall mean a written direction executed by the Buyer and the
Company directing Escrow Agent to disburse all or a portion of the Escrow Funds
or to take or refrain from taking any action pursuant to this Agreement.

     c. “Escrow Period” shall
begin with the commencement of the Offering and shall terminate upon the earlier
to occur of the following dates:

     (i) The date upon which Escrow
Agent confirms that it has received in the Escrow Account all of the proceeds of
the sale of the Debentures; 

     (ii) The date upon which a
determination is made by the Company and the Buyer to terminate the Offering
prior to the sale of all the Debentures.




     During the Escrow Period, the
Company and the Buyer are aware that they are not entitled to any funds received
into escrow and no amounts deposited in the Escrow Account shall become the
property of the Company or the Buyer or any other entity, or be subject to the
debts of the Company or the Buyer or any other entity.

     2. Appointment of and
Acceptance by Escrow Agent. The Buyer and the Company hereby
appoint Escrow Agent to serve as Escrow Agent hereunder. Escrow Agent hereby
accepts such appointment and, upon receipt by wire transfer of the Escrow Funds
in accordance with Section 3 below, agrees to hold, invest and disburse the
Escrow Funds in accordance with this Agreement.

     a. The Company hereby
acknowledges that the Escrow Agent is counsel to the Buyer in connection with
the transactions contemplated and referred herein. The Company agrees that in
the event of any dispute arising in connection with this Escrow Agreement or
otherwise in connection with any transaction or agreement contemplated and
referred herein, the Escrow Agent shall be permitted to continue to represent
the Buyer and the Company will not seek to disqualify such counsel.

     3. Creation of Escrow
Account. On or prior to the date of the commencement of the
Offering, the parties shall establish an escrow account with the Escrow Agent,
which escrow account shall be entitled as described below. The Buyer will wire
funds to the account of the Escrow Agent as follows:

	Bank: 	Bank of America 
	 	 
	Routing #: 	026009583 
	 	 
	Account #: 	435012691522 
	 	 
	SWIFT #: 	BOFAUS3N 
	 	 
	Name on Account: 	James G. Dodrill II, P.A. as
      Escrow Agent 
	 	 
	Name on Sub-Account: 	Trafalgar – Fox Petroleum account
    


     4. Deposits into the Escrow
Account. The Buyer agrees that it shall promptly deliver funds
for the payment of the Debentures to Escrow Agent for deposit in the Escrow
Account.

     5. Disbursements from the
Escrow Account.

     a. The Escrow Agent will continue
to hold the Escrow Funds until: (a) the Buyer or Trafalgar Capital Sarl on
behalf of the Buyer and (b) the Company execute a Joint Written Direction
directing the Escrow Agent to disburse the Escrow Funds pursuant to Joint
Written Direction signed by the Company and the Buyer. In disbursing such funds,
Escrow Agent is authorized to rely upon such Joint Written Direction from the
Company and the Buyer and may accept any signatory from the Company listed on
the signature page to this Agreement and any signature from the Buyer that the
Escrow Agent already has on file.

2




     b. In the event Escrow Agent does
not receive the amount of the Escrow Funds from the Buyer, Escrow Agent shall
notify the Company and the Buyer. Upon receipt of payment instructions from the
Company, Escrow Agent shall refund to the Buyer, without interest the amount
received from the Buyer, without deduction, penalty, or expense to the Buyer
other than wire transfer fees. The purchase money returned to the Buyer shall be
free and clear of any and all claims of the Company, the Buyer or any of their
creditors.

     c. In no event will the Escrow
Funds be released to the Company until the Escrow Funds are received by Escrow
Agent in collected funds. For purposes of this Agreement, the term “collected
funds” shall mean the Escrow Funds received by Escrow Agent shall have cleared
normal banking channels and are in the form of cash.

     6. Collection
Procedure. Escrow Agent is hereby authorized to deposit the
proceeds of each wire in the Escrow Account.

     7. Suspension of
Performance: Disbursement Into Court. If at any time, there shall
exist any dispute between the Company and the Buyer with respect to holding or
disposition of any portion of the Escrow Funds or any other obligations of
Escrow Agent hereunder, or if at any time Escrow Agent is unable to determine,
to Escrow Agent’s sole satisfaction, the proper disposition of any portion of
the Escrow Funds or Escrow Agent’s proper actions with respect to its
obligations hereunder, or if the parties have not within thirty (30) days of the
furnishing by Escrow Agent of a notice of resignation pursuant to Section 9
hereof, appointed a successor Escrow Agent to act hereunder, then Escrow Agent
may, in its sole discretion, take either or both of the following action:

     a. suspend the performance of any
of its obligations (including without limitation any disbursement obligations)
under this Escrow Agreement until such dispute or uncertainty shall be resolved
to the sole satisfaction of Escrow Agent or until a successor Escrow Agent shall
be appointed (as the case may be); provided however, Escrow Agent shall continue
to invest the Escrow Funds in accordance with Section 8 hereof; and/or

     b. petition (by means of an
interpleader action or any other appropriate method) any court of competent
jurisdiction in any venue convenient to Escrow Agent, for instructions with
respect to such dispute or uncertainty, and to the extent required by law, pay
into such court, for holding and disposition in accordance with the instructions
of such court, all funds held by it in the Escrow Funds, after deduction and
payment to Escrow Agent of all fees and expenses (including court costs and
attorneys’ fees) payable to, incurred by, or expected to be incurred by Escrow
Agent in connection with performance of its duties and the exercise of its
rights hereunder.

     c. Escrow Agent shall have no
liability to the Company, the Buyer, or any person with respect to any such
suspension of performance or disbursement into court, specifically including any
liability or claimed liability that may arise, or be alleged to have arisen, out
of or as a result of any delay in the disbursement of funds held in the Escrow
Funds or any delay in with respect to any other action required or requested of
Escrow Agent.

3




     8. Investment of Escrow
Funds. Escrow Agent shall deposit the Escrow Funds into a
segregated escrow account which shall be used solely in connection with this
transaction (the “Escrow Account”). 

     If Escrow Agent has not received
a Joint Written Direction at any time that an investment decision must be made,
Escrow Agent shall maintain the Escrow Funds, or such portion thereof, as to
which no Joint Written Direction has been received, in the Escrow Account.

     9. Resignation and Removal
of Escrow Agent. Escrow Agent may resign from the performance of
its duties hereunder at any time by giving thirty (30) days’ prior written
notice to the parties or may be removed, with or without cause, by the parties,
acting jointly, by furnishing a Joint Written Direction to Escrow Agent, at any
time by the giving of ten (10) days’ prior written notice to Escrow Agent as
provided herein below. Upon any such notice of resignation or removal, the
representatives of the Buyer and the Company identified in Sections 13a.(iv) and
13b.(iv), below, jointly shall appoint a successor Escrow Agent hereunder, which
shall be a commercial bank, trust company or other financial institution with a
combined capital and surplus in excess of US$10,000,000.00. Upon the acceptance
in writing of any appointment of Escrow Agent hereunder by a successor Escrow
Agent, such successor Escrow Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Escrow Agent,
and the retiring Escrow Agent shall be discharged from its duties and
obligations under this Escrow Agreement, but shall not be discharged from any
liability for actions taken as Escrow Agent hereunder prior to such succession.
After any retiring Escrow Agent’s resignation or removal, the provisions of this
Escrow Agreement shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Escrow Agent under this Escrow Agreement. The
retiring Escrow Agent shall transmit all records pertaining to the Escrow Funds
and shall pay all funds held by it in the Escrow Funds to the successor Escrow
Agent, after making copies of such records as the retiring Escrow Agent deems
advisable and after deduction and payment to the retiring Escrow Agent of all
fees and expenses (including court costs and attorneys’ fees) payable to,
incurred by, or expected to be incurred by the retiring Escrow Agent in
connection with the performance of its duties and the exercise of its rights
hereunder.

     10. Liability of Escrow
Agent.

     a. Escrow Agent shall have no
liability or obligation with respect to the Escrow Funds except for Escrow
Agent’s willful misconduct or gross negligence. Escrow Agent’s sole
responsibility shall be for the safekeeping, investment, and disbursement of the
Escrow Funds in accordance with the terms of this Agreement. Escrow Agent shall
have no implied duties or obligations and shall not be charged with knowledge or
notice or any fact or circumstance not specifically set forth herein. Escrow
Agent may rely upon any instrument, not only as to its due execution, validity
and effectiveness, but also as to the truth and accuracy of any information
contained herein, which Escrow Agent shall in good faith believe to be genuine,
to have been signed or presented by the person or parties purporting to sign the
same and conform to the provisions of this Agreement. In no event shall Escrow
Agent be liable for incidental, indirect, special, and consequential or punitive
damages. Escrow Agent shall not be obligated to take any legal action or
commence any proceeding in connection with the Escrow Funds, any account in
which Escrow Funds are deposited, this Agreement or the Purchase 4









Agreement, or to appear in, prosecute or defend any such legal action or proceeding. Escrow Agent may consult legal counsel selected by it in any event of any dispute or question as to construction of any of the provisions hereof or of any other
agreement or its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any liability whatsoever in acting in accordance with the opinion or instructions of such
counsel. The Company and the Buyer jointly and severally shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.


     b. Escrow Agent is hereby authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by Escrow Agent of such court’s
jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or
enjoined by any court order, or in any case any order judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, Escrow Agent is authorized, in its sole discretion, to rely upon
and comply with any such order, writ judgment or decree which it is advised by legal counsel selected by it, binding upon it, without the need for appeal or other action; and if Escrow Agent complies with any such order, writ, judgment or decree, it
shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.


     c. Escrow Agent holds Company and Buyer harmless and indemnifies them for any claims, losses, charges, expenses, fines, or penalties, including, but not limited to, the reasonable attorneys fees and costs incurred,
which may arise related to acts or omissions which are caused directly by Escrow Agent's gross negligence and intentional misconduct related to Escrow Agent's services under this Escrow Agreement.


     11. Indemnification of Escrow Agent. From and at all times after the date of this Agreement, the Company and the Buyer, jointly and severally, shall, to the fullest extent permitted by law and to
the extent provided herein, indemnify and hold harmless Escrow Agent and each director, officer, employee, attorney, agent and affiliate of Escrow Agent (collectively, the “Indemnified Parties”) against any and all actions, claims
(whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorney’s fees, costs and expenses) incurred by or asserted against any of the Indemnified
Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action, or proceeding (including any inquiry or investigation) by any person,
including without limitation the parties to this Agreement, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state
securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Agreement or any transaction contemplated herein,
whether or not any such Indemnified Party is a party to any such action or proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for
liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of 5






such Indemnified Party. If any such action or claim shall be
brought or asserted against any Indemnified Party, such Indemnified Party shall
promptly notify the Company and the Buyer hereunder in writing, and the Buyer
and the Company shall assume the defense thereof, including the employment of
counsel and the payment of all expenses. Such Indemnified Party shall, in its
sole discretion, have the right to employ separate counsel (who may be selected
by such Indemnified Party in its sole discretion) in any such action and to
participate and to participate in the defense thereof, and the fees and expenses
of such counsel shall be paid by such Indemnified Party, except that the Buyer
and/or the Company shall be required to pay such fees and expense if (a) the
Buyer or the Company agree to pay such fees and expenses, or (b) the Buyer
and/or the Company shall fail to assume the defense of such action or proceeding
or shall fail, in the sole discretion of such Indemnified Party, to employ
counsel reasonably satisfactory to the Indemnified Party in any such action or
proceeding, (c) the Buyer and the Company are the plaintiff in any such action
or proceeding or (d) the named or potential parties to any such action or
proceeding (including any potentially impleaded parties) include both the
Indemnified Party, the Company and/or the Buyer and the Indemnified Party shall
have been advised by counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
Company or the Buyer. The Buyer and the Company shall be jointly and severally
liable to pay fees and expenses of counsel pursuant to the preceding sentence,
except that any obligation to pay under clause (a) shall apply only to the party
so agreeing. All such fees and expenses payable by the Company and/or the Buyer
pursuant to the foregoing sentence shall be paid from time to time as incurred,
both in advance of and after the final disposition of such action or claim. The
obligations of the parties under this section shall survive any termination of
this Agreement, and resignation or removal of the Escrow Agent shall be
independent of any obligation of Escrow Agent.

     The parties agree that neither
payment by the Company or the Buyer of any claim by Escrow Agent for
indemnification hereunder shall impair, limit, modify, or affect, as between the
Buyer and the Company, the respective rights and obligations of Buyer, on the
one hand, and the Company, on the other hand.

     12. Expenses of Escrow
Agent. Except as set forth in Section 11 the Company shall
reimburse Escrow Agent for all of its reasonable out-of-pocket expenses,
including reasonable attorney’s fees, telephone and facsimile transmission
costs, postage (including express mail and overnight delivery charges), copying
charges and the like. All of the compensation and reimbursement obligations set
forth in this Section shall be payable by the Company, upon demand by Escrow
Agent. The obligations of the Company under this Section shall survive any
termination of this Agreement and the resignation or removal of Escrow
Agent.

     13.
Warranties.

     a. The Buyer makes the following
representations and warranties to Escrow Agent:

     (i) The Buyer has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.

6




     (ii) This Agreement has been duly
approved by all necessary action of the Buyer, including any necessary approval
of the limited partner of the Buyer or necessary corporate approval, as
applicable, has been executed by duly authorized officers of the Buyer,
enforceable in accordance with its terms.

     (iii) The execution, delivery,
and performance of the Buyer of this Agreement will not violate, conflict with,
or cause a default under any agreement of limited partnership of Buyer or the
certificate of incorporation or bylaws of the Buyer (as applicable), any
applicable law or regulation, any court order or administrative ruling or degree
to which the Buyer is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement.

     (iv) Andrew Garai has been duly
appointed to act as the representative of the Buyer hereunder and has full power
and authority to execute, deliver, and perform this Escrow Agreement, to execute
and deliver any Joint Written Direction, to amend, modify, or waive any
provision of this Agreement, and to take any and all other actions as the
Buyer’s representative under this Agreement, all without further consent or
direction form, or notice to, the Buyer or any other party.

     (v) No party other than the
parties hereto and the Buyer have, or shall have, any lien, claim or security
interest in the Escrow Funds or any part thereof. No financing statement under
the Uniform Commercial Code is on file in any jurisdiction claiming a security
interest in or describing (whether specifically or generally) the Escrow Funds
or any part thereof.

     (vi) All of the representations
and warranties of the Buyer contained herein are true and complete as of the
date hereof and will be true and complete at the time of any disbursement from
the Escrow Funds.

     b. The Company makes the
following representations and warranties to the Escrow Agent:

     (i) The Company is a corporation
duly organized, validly existing, and in good standing under the laws of Nevada
and has full power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.

     (ii) This Agreement has been duly
approved by all necessary corporate action of the Company, including any
necessary shareholder approval, has been executed by duly authorized officers of
the Company, enforceable in accordance with its terms.

     (iii) The execution, delivery,
and performance by the Company of this Agreement is in accordance with the
Securities Purchase Agreement and will not violate, conflict with, or cause a
default under the certificate of incorporation or bylaws of the Company, any
applicable law or regulation, any court order or administrative ruling or decree
to which the Company is a party or any of its property is subject, or any
agreement, contract, indenture, or other binding arrangement, including without
limitation to the Securities Purchase Agreement, to which the Company is a
party.

7




     (iv) Mr. Richard Joseph Moore has
been duly appointed to act as the representative of the Company hereunder and
has full power and authority to execute, deliver, and perform this Agreement, to
execute and deliver any Joint Written Direction, to amend, modify or waive any
provision of this Agreement and to take all other actions as the Company’s
Representative under this Agreement, all without further consent or direction
from, or notice to, the Company or any other party.

     (v) No party other than the
parties hereto and the Buyer have, or shall have, any lien, claim or security
interest in the Escrow Funds or any part thereof. No financing statement under
the Uniform Commercial Code is on file in any jurisdiction claiming a security
interest in or describing (whether specifically or generally) the Escrow Funds
or any part thereof.

     (vi) All of the representations
and warranties of the Company contained herein are true and complete as of the
date hereof and will be true and complete at the time of any disbursement from
the Escrow Funds.

     14. Consent to Jurisdiction
and Venue. In the event that any party hereto commences a lawsuit
or other proceeding relating to or arising from this Agreement, the parties
hereto agree that the United States District Court for the Southern District of
Florida shall have the sole and exclusive jurisdiction over any such proceeding.
If all such courts lack federal subject matter jurisdiction, the parties agree
that the State Courts of Florida located in Broward County shall have sole and
exclusive jurisdiction. Any of these courts shall be proper venue for any such
lawsuit or judicial proceeding and the parties hereto waive any objection to
such venue. The parties hereto consent to and agree to submit to the
jurisdiction of any of the courts specified herein and agree to accept the
service of process to vest personal jurisdiction over them in any of these
courts.

     15. Notices.
All notices and other communications hereunder shall be in writing and shall
be deemed to have been validly served, given or delivered five (5) days after
deposit in the United States mails, by certified mail with return receipt
requested and postage prepaid, when delivered personally, one (1) day delivered
to any overnight courier, or when transmitted by facsimile transmission and upon
confirmation of receipt and addressed to the party to be notified as
follows:

	If to Buyer, to: 	Trafalgar Capital
      Specialized Investment Fund 
	  	8-10 Rue Mathias Hardt
    
	  	BP 3023 
	  	L-1030 Luxembourg

	  	Attention: 	Andrew Garai, Chairman of the
      Board of 
	  	  	Trafalgar Capital Sarl, General
      Partner 
	  	Facsimile: 	011-44-207-405-0161 and 
	  	  	001-786-323-1651



8





	If to Escrow Agent, to: 	James G. Dodrill II, P.A. 
	 	5800 Hamilton Way
	  	Boca Raton, FL 33496 
	  	Attention: 	James Dodrill Esq. 
	  	Telephone: 	(561) 862-0529 
	  	Facsimile: 	(561) 892-7787 
	  	 
	If to the Company, to: 	Fox Petroleum, Inc. 
	  	64 Knightsbridge 
	  	London, SW1X7JF 
	  	Attention: 	Mr. Richard Joseph Moore, CEO and Director  
	  	Telephone:  	011-44-207-590-9630
	  	Facsimile: 	011-44-207-590-9601 
	  	  	  
	With a copy to: 	As above 	  
	  	  	  
	  	  	  
	  	  	  
	  	Attention: Alex Craven - Director  
	 	Telephone: as
      above  
	 	Facsimile: as
      above  


Or to such other address as each party may designate for itself
by like notice.

     16. Amendments or
Waiver. This Agreement may be changed, waived, discharged or
terminated only by a writing signed by the parties hereto. No delay or omission
by any party in exercising any right with respect hereto shall operate as
waiver. A waiver on any one occasion shall not be construed as a bar to, or
waiver of, any right or remedy on any future occasion.

     17.
Severability. To the extent any provision of this Agreement
is prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition, or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

     18. Governing
Law. This Agreement shall be construed and interpreted in
accordance with the internal laws of the State of Florida without giving effect
to the conflict of laws principles thereof.

     19. Entire
Agreement. This Agreement constitutes the entire Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

9




     20. Binding
Effect. All of the terms of this Agreement, as amended from time
to time, shall be binding upon, inure to the benefit of and be enforceable by
the respective heirs, successors and assigns of the Buyer, the Company, or the
Escrow Agent.

     21. Execution of
Counterparts. This Agreement and any Joint Written Direction may
be executed in counter parts, which when so executed shall constitute one and
same agreement or direction.

     22. Termination.
Upon the first to occur of the disbursement of all amounts in the Escrow
Funds pursuant to Joint Written Directions or the disbursement of all amounts in
the Escrow Funds into court pursuant to Section 7 hereof, this Agreement shall
terminate and Escrow Agent shall have no further obligation or liability
whatsoever with respect to this Agreement or the Escrow Funds.

IN WITNESS WHEREOF the parties have hereunto set their
hands and seals the day and year above set forth.

		FOX PETROLEUM, INC. 
	  	 	  
		By: 	/s/ Mr. Richard Joseph Moore 
	 	Name:	Mr. Richard Joseph Moore 
		Title: 	CEO and Director 
	  	 	  
	  	 	  
		TRAFALGAR CAPITAL SPECIALIZED 
		INVESTMENT FUND, LUXEMBOURG 
	  	 	  
		By:
    	Trafalgar Capital Sarl
  
	 	Its:	General Partner 
	  	 	  
	 	By:	/s/ Andrew Garai 
		Name: 	Andrew Garai 
		Title: 	Chairman of the Board 
	  	 	  
		THE LAW OFFICE OF 
		JAMES G. DODRILL II, P.A. 
	  	 	  
		By: 	/s/ James Dodrill, Esq. 
		Name: 	James Dodrill, Esq. 
		Title: 	President 


10