Filed by sedaredgar.com - Fox Petroleum, Inc. - Exhibit 10.35






SECURITIES PURCHASE AGREEMENT

     THIS SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of June 24, 2008, by and 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”).

WITNESSETH:

     WHEREAS, the Company and
the Buyer are executing and delivering this Agreement in reliance upon an
exemption from securities registration pursuant to Section 4(2) and/or Rule 506
of Regulation D (“Regulation D”) as promulgated by the U.S. Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as
amended (the “1933 Act”);

     WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, the
Company shall issue and sell to the Buyer(s), as provided herein, and the
Buyer(s) shall purchase Two Million Five Hundred Thousand United States Dollars
(US$2,500,000) of secured convertible redeemable debentures (the
“Debentures”), all of which shall be funded on the date hereof (the
“Closing”) for a total purchase price of Two Million Five Hundred
Thousand United States Dollars (US$2,500,000), (the “Purchase Price”).


     WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Registration Rights Agreement substantially in the
form attached hereto as Exhibit A (the “Registration Rights
Agreement”) pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act and the rules and regulations promulgated
there under, and applicable state securities laws; and

     WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering Irrevocable Transfer Agent Instructions substantially
in the form attached hereto as Exhibit B (the “Irrevocable Transfer
Agent Instructions”); and

     WHEREAS, contemporaneously
with the execution and delivery of this Agreement, the parties hereto are
executing and delivering a Security Agreement substantially in the form attached
hereto as Exhibit C, (the “Security Agreement”) pursuant to which
the Company has agreed to provide the Buyer a security interest in Pledged
Property (as this term is defined in the Security Agreement dated the date
hereof) to secure Company’s obligations under this Agreement, the Debenture, the
Registration Rights Agreement, the Security Agreement, the Irrevocable Transfer
Agent Instructions and the Warrant (as defined herein) (collectively, the
“Transaction Documents”) or any other obligations of the Company to the Buyer;


     NOW, THEREFORE, in
consideration of the mutual covenants and other agreements contained in this
Agreement the Company and the Buyer hereby agree as follows:

1. PURCHASE AND SALE OF DEBENTURES.

     (a) Purchase of Debentures.
Subject to the satisfaction (or waiver) of the terms and conditions of this
Agreement, the Buyer agrees to purchase at the Closing (as defined 




herein) and the Company agrees to sell and issue to the Buyer,
at such Closing, Debentures in amounts corresponding to the Purchase Price. The
Debentures purchased by Buyer shall have a maturity date of four (4) months from
the Closing. Prior to execution hereof by Buyer, the Buyer shall wire transfer
the Purchase Price to: “James G. Dodrill II, P.A. as Escrow Agent for
Trafalgar – Environment Ecology” (“Escrow Agent”).

     (b) Closing Dates. The Closing of
the purchase and sale of the Debentures shall take place on the date hereof,
subject to notification of satisfaction of the conditions to the Closing set
forth herein and in Sections 6 and 7 below (or such later date as is mutually
agreed to by the Company and the Buyer(s)) (the “Closing Date”). The
Closing shall occur on the Closing Date at the offices of James G. Dodrill II,
P.A., 5800 Hamilton Way, Boca Raton, FL 33496 (or such other place as is
mutually agreed to by the Company and the Buyer(s).

     (c) Escrow Arrangements; Form of
Payment. Prior to execution hereof by Buyer, the Purchase Price shall have been
deposited in an escrow account (the “Escrow Account”) with James G. Dodrill II,
P.A., as escrow agent (the “Escrow Agent”), pursuant to the terms of the Escrow
Agreement. Subject to the satisfaction of the terms and conditions of this
Agreement, on the Closing Date, (i) the Escrow Agent shall deliver to the
Company in accordance with the terms of the Escrow Agreement that portion of the
Escrow Funds (as that term is defined in the Escrow Agreement) equal to the
gross amount of the Debentures being purchased (minus the fees and expenses as
set forth herein which shall be paid directly from the Escrow Funds at such
Closing) by wire transfer of immediately available funds and (ii) the Company
shall deliver to the Buyer, Debentures which the Buyer is purchasing duly
executed on behalf of the Company along with the shares of Common Stock and the
Warrant to be issued pursuant to Section 4(f) hereof.

     (d) The Debentures shall contain
provisions that provide that in the event the Euro strengthens against the U.S.
Dollar during the life of the Debenture, the Buyer shall be afforded an
adjustment to compensate for any such movement in either conversions or
redemptions.

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

The Buyer represents and warrants that:

     (a) Investment Purpose.
The Buyer is acquiring the Debentures for its own account for investment only
and not with a view towards, or for resale in connection with, the public sale
or distribution thereof, except pursuant to sales registered or exempted under
the 1933 Act.

     (b) Accredited Investor
Status. The Buyer is an “Accredited Investor” as that term is defined
in Rule 501(a)(3) of Regulation D.

     (c) Reliance on
Exemptions. The Buyer understands that the Debentures are being offered and
sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws and that the Company is
relying in part upon the truth and accuracy of, and such Buyer’s compliance
with, the representations, warranties, agreements, acknowledgments and
understandings of such Buyer set forth herein in 









order to determine the availability of such exemptions and the eligibility of such Buyer to acquire such securities.


     (d) Information. The Buyer and its advisors (and his or, its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information he deemed
material to making an informed investment decision regarding his purchase of the Debentures, which have been requested by such Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its
management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations
and warranties contained in Section 3 below. The Buyer understands that its investment in the Debentures involves a high degree of risk. The Buyer is in a position regarding the Company, which, based upon employment, family relationship or economic
bargaining power, enabled and enables such Buyer to obtain information from the Company in order to evaluate the merits and risks of this investment. The Buyer has sought such accounting, legal and tax advice, as it has considered necessary to make
an informed investment decision with respect to its acquisition of the Debentures.


     (e) No Governmental Review.  The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the
Debentures, or the fairness or suitability of the investment in the Debentures, nor have such authorities passed upon or endorsed the merits of the offering of the Debentures.


     (f) Transfer or Resale.  The Buyer understands that: (i) the Debentures have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, or (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such securities to be sold, assigned or transferred may be
sold, assigned or transferred pursuant to an exemption from such registration requirements; (ii) any sale of such securities made in reliance on Rule 144 under the 1933 Act (or a successor rule thereto) (“Rule 144”) may be made only
in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of such securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term
is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such
securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.


     (g) Legends.  The Buyer understands that the certificates or other instruments representing the Debentures and all certificates or other instruments representing the shares of the Company’s common stock into
which the Debentures are converted shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates):






   THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
    BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
    STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT
    PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE,
    SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
    STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
    OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, GENERALLY ACCEPTABLE
    TO COMPANY’S COUNSEL, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
    OR APPLICABLE STATE SECURITIES LAWS. 




The legend set forth above shall be removed and the Company within three (3) business days shall issue a certificate without such legend to the holder of the security upon which it is stamped, if, unless otherwise required by state securities laws,
(i) in connection with a sale transaction, provided the securities are registered under the 1933 Act or (ii) in connection with a sale transaction, after such holder provides the Company with an opinion of counsel, which opinion shall be in form,
substance and scope reasonably acceptable to counsel for the Company, to the effect that a public sale, assignment or transfer of the securities may be made without registration under the 1933 Act. 


     (h) Authorization, Enforcement.  This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and is a valid and binding agreement of such Buyer enforceable in accordance
with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of
applicable creditors’ rights and remedies.


     (i) Receipt of Documents. The Buyer and his or its counsel has received and read in their entirety: (i) this Agreement and each representation, warranty and covenant set forth herein, and the Transaction
Documents; (ii) all due diligence and other information necessary to verify the accuracy and completeness of such representations, warranties and covenants; and (iii) answers to all questions the Buyer submitted to the Company regarding an
investment in the Company; and the Buyer has relied on the information contained therein and has not been furnished any other documents, literature, memorandum or prospectus.


     (j) Due Formation Buyer. If the Buyer is a corporation, trust, partnership or other entity that is not an individual person, it has been formed and validly exists and has not been organized for the specific
purpose of purchasing the Debentures and is not prohibited from doing so.


     (k) No Legal Advice From the Company. The Buyer acknowledges, that it had the opportunity to review this Agreement and the transactions contemplated by this Agreement with his or its own legal counsel and
investment and tax advisors. The Buyer is 











relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by
this Agreement or the securities laws of any jurisdiction.


3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


     Except as otherwise provided in the Company Disclosure Schedule delivered herewith, the Company represents and warrants as of the date hereof and as of the Closing Date to the Buyer that:


     (a) Organization and Qualification. The Company and its subsidiaries are corporations duly organized and validly existing in good standing under the laws of the jurisdiction in which they are incorporated, and
have the requisite corporate power to own their properties and to carry on their business as now being conducted. Each of the Company and its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its
subsidiaries taken as a whole.


     (b) Authorization, Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Transaction Documents, and any
related agreements, and to issue the Debentures in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Transaction Documents and any related agreements by the Company and the consummation by it of the
transactions contemplated hereby and thereby, including, without limitation, the issuance of the Debentures, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its
Board of Directors or its stockholders, (iii) this Agreement, the Transaction Documents and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Transaction Documents and any related agreements
constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Company knows of no reason why the Company cannot perform any of the Company’s obligations
under this Agreement or the Transaction Documents. 


     (c) Capitalization. The authorized capital stock of the Company consists of 90,000,000 shares of Common Stock, par value $0.001 per share and shares of preferred stock, par value $n/a per share. As
of the date hereof, the Company has 14,968,245 shares of Common Stock issued and outstanding and ____n/a_____
 shares of preferred stock issued and outstanding.  All of such outstanding shares have been validly issued and are fully paid
and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. As of the date of this Agreement, other than as disclosed in the
attached schedule 3(c), (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever 











relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become
bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into,
any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the
sale of any of their securities under the 1933 Act and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the SEC or any other regulatory agency.  There are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of the Debentures as described in this Agreement. The Company has furnished to the Buyer true and correct copies of the Company’s Articles of Incorporation, as amended
and as in effect on the date hereof (the “Articles of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable
for Common Stock and the material rights of the holders thereof in respect thereto other than stock options issued to employees and consultants. 


     (d) Issuance of Securities. The Debentures are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and nonassessable, are free from all taxes, liens and
charges with respect to the issue thereof.


     (e) No Conflicts.  The execution, delivery and performance of this Agreement, the Transaction Documents and any related agreements by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation or the By-laws or (ii), to the best knowledge of the Company, conflict with or constitute a default (or an event which with notice or lapse of time
or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or result in a
violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of The OTC Bulletin Board on which the Common Shares are quoted) applicable to
the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected. To the best knowledge of the Company, neither the Company nor its subsidiaries is in violation of any term of or
in default under its Articles of Incorporation or By-laws or their organizational charter or by-laws, respectively, or, any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule
or regulation applicable to the Company or its subsidiaries.  The business of the Company and its subsidiaries is not being conducted, and shall not be conducted in violation of any material law, ordinance, or regulation of any governmental entity.
Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency in order for it to execute, deliver or perform any of its obligations under or contemplated by this Agreement in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date 











hereof, except for any required post-Closing notice filings under applicable United States federal or state securities laws, if any.


     (f) SEC Documents: Financial Statements.  Except as set forth on the attached schedule, the Company has filed, or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be
filed by it with the SEC under the Exchange Act (the foregoing materials, including the exhibits and schedules thereto, and such financial statements and documents incorporated by reference therein, being hereinafter referred to as the “SEC
Documents”). The Company has delivered to the Buyer or its representatives, or made available through the SEC’s website at http://www.sec.gov, true and complete copies of the SEC Documents.  As of their respective dates, the financial
statements of the Company included in the SEC Documents (the “Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as in effect at the time of filing.
Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates
thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).


     (g) No Material Misstatement or Omission. None of the Company’s SEC Documents at the time of filing, none of the materials provided to the Buyer by the Company and none of the representation and warranties
made in this Agreement or any of the other Transaction Documents include any untrue statements of material fact, nor do the Company’s SEC Documents at the time of filing and none of the representations and warranties made in this Agreement or
any of the other Transaction Documents omit to state any material fact required to be stated therein necessary to make the statements made, in light of the circumstances under which they were made, not misleading.


     (h) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or affecting
the Company, the Common Stock or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would (i) have a material adverse effect on the transactions contemplated hereby or (ii) adversely affect the validity or
enforceability of, or the authority or ability of the Company to perform its obligations under, this Agreement or any of the Transaction Documents have a material adverse effect on the business, operations, properties, financial condition or results
of operations of the Company and its subsidiaries taken as a whole.


     (i) Acknowledgment Regarding Buyer’s Purchase of the Debentures. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of an arm’s length purchaser with respect to this
Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any advice given by the Buyer or any of their respective representatives 











or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Buyer’s purchase of the Debentures. The Company further represents to the Buyer that the Company’s decision to enter into
this Agreement has been based solely on the independent evaluation by the Company and its representatives.


     (j) No General Solicitation.  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the
meaning of Regulation D under the 1933 Act) in connection with the offer or sale of the Debentures.


     (k) No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any
offers to buy any security, under circumstances that would require registration of the Debentures under the 1933 Act or cause this offering of the Debentures to be integrated with prior offerings by the Company for purposes of the 1933 Act.


     (l) Employee Relations. Neither the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company or any of its subsidiaries, is any such dispute threatened.  None of
the Company’s or its subsidiaries’ employees is a member of a union and the Company and its subsidiaries believe that their relations with their employees are good.


     (m) Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted.  The Company and its subsidiaries do not have any knowledge of any
infringement by the Company or its subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, and,
to the knowledge of the Company there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its subsidiaries regarding trademark, trade name, patents, patent
rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the
foregoing.


     (n) Environmental Laws.  The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and
safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval.


     (o) Title.  Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases 











with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.


     (p) Insurance. The Company and each of its current and future acquired subsidiaries are or will be upon acquisition by the Company insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. Neither the Company nor any such subsidiary has been refused any insurance
coverage sought or applied for and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.


     (q) Regulatory Permits.  The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to
conduct their respective businesses, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.


     (r) Internal Accounting Controls.  The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset
accountability, and (iii) the recorded amounts for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


     (s) No Material Adverse Breaches, etc. Neither the Company nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in
the judgment of the Company’s officers has or is expected in the future to have a material adverse effect on the business, properties, operations, financial condition, results of operations or prospects of the Company or its subsidiaries.
Neither the Company nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of the Company’s officers, has or is expected to have a material adverse effect on the business, properties, operations,
financial condition, results of operations or prospects of the Company or its subsidiaries.


     (t) Tax Status. The Company and each of its subsidiaries has made and filed all federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject and
(unless and only to the extent that the Company and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which 






such returns, reports or declarations apply. There are no
unpaid taxes in any material amount claimed to be due by the taxing authority of
any jurisdiction, and the officers of the Company know of no basis for any such
claim.

     (u) Certain Transactions.
Except for arm’s length transactions pursuant to which the Company makes
payments in the ordinary course of business upon terms no less favorable than
the Company could obtain from third parties and other than the grant of stock
options or stock grants disclosed to the Buyer, none of the officers, directors,
or employees of the Company is presently a party to any transaction with the
Company (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

     (v) Fees and Rights of First
Refusal. The Company is not obligated to offer the securities offered
hereunder on a right of first refusal basis or otherwise to any third parties
including, but not limited to, current or former shareholders of the Company,
underwriters, brokers, agents or other third parties.

4. COVENANTS.

     (a) Best Efforts. Each
party shall use its best efforts timely to satisfy each of the conditions to be
satisfied by it as provided in Sections 6 and 7 of this Agreement.

     (b) Form D. The Company
agrees to file a Form D with respect to the Debentures as required under
Regulation D and to provide a copy thereof to the Buyer promptly after such
filing. The Company shall, on or before the Closing Date, take such action as
the Company shall reasonably determine is necessary to qualify the Debentures,
or obtain an exemption for the Debentures for sale to the Buyer at the Closing
pursuant to this Agreement under applicable securities or “Blue Sky” laws of the
states of the United States, and shall provide evidence of any such action so
taken to the Buyer on or prior to the Closing Date. 

     (c) Reporting Status.
Until the date on which none of the Debentures are outstanding (the
“Registration Period”), the Company shall file in a timely manner all
reports required to be filed with the SEC pursuant to the 1934 Act and the
regulations of the SEC thereunder, and the Company shall not terminate its
status as an issuer required to file reports under the 1934 Act even if the 1934
Act or the rules and regulations thereunder would otherwise permit such
termination.

     (d) Use of Proceeds. The
Company will use the net proceeds from the sale of the Debentures for working
capital purposes.

     (e) Reservation of Shares.
The Company shall take all action reasonably necessary to at all times have
authorized, and reserved for the purpose of issuance, such number of shares of
Common Stock as shall be necessary to effect the issuance of the shares upon
conversion of the Debentures. If at any time the Company does not have available
such shares of 




Common Stock as shall from time to time be sufficient to effect
the issuance of all shares upon conversion of the Debentures, the Company shall
file a preliminary proxy statement with the Securities and Exchange Commission
within ten (10) business day and shall call and hold a special meeting of the
shareholders as soon as practicable after such occurrence, for the sole purpose
of increasing the number of shares authorized. The Company’s management shall
recommend to the shareholders to vote in favor of increasing the number of
shares of Common Stock authorized. Management shall also vote all of its shares
in favor of increasing the number of authorized shares of Common Stock.

     (f) Fees and Expenses.

     (i) Each
of the Company and the Buyer shall pay all costs and expenses incurred by such
party in connection with the negotiation, investigation, preparation, execution
and delivery of this Agreement the Transaction Documents and any other documents
relating to this transaction.

     (ii) The
Company has agreed to pay a legal and documentation review fee to Buyer of
Seventeen Thousand Five Hundred Dollars ($17,500), one half of which has been
paid prior to this date and the remainder of which shall be paid directly from
the proceeds of the Closing.

     (iii) The
Company has agreed to pay a Due Diligence Fee to Buyer of Ten Thousand Dollars
($10,000), one-half of which has been paid prior to this date and one-half of
which shall be paid directly from the proceeds of the Closing.

     (iv) On
the Closing Date, the Company shall issue to the Buyer a warrant to purchase
five hundred thousand (500,000) shares of the Company’s Common Stock for a
period of five (5) years at an exercise price equal to $2.9851 (the
“Warrant”). The Warrants shall be exercised on a cash basis provided that
the Company is not in Default and the shares underlying the Warrants are subject
to an effective registration statement. 

     (v) The
Company shall pay to the Buyer a Commitment Fee equal to seven percent (7%) of
the principal amount of the Debenture which shall be paid directly from the
proceeds of the Closing.

     (vi) The
Company shall pay to the Buyer a Facility Fee equal to two percent (2%) of the
principal amount of each Debenture issued which shall be paid directly from the
proceeds of the Closing.

     (vii) On
the Closing Date, the Company shall issue to the Buyer two hundred thousand
(200,000) restricted shares of the Company’s Common Stock.

     (g) Corporate Existence.
So long as any of the Debentures remain outstanding, the Company shall not
directly or indirectly consummate any merger, reorganization, restructuring,
reverse stock split consolidation, sale of all or substantially all of 









the Company’s assets or any similar transaction or related transactions (each such transaction, an “Organizational Change”) unless, prior to the consummation an Organizational Change, the Company obtains the written consent of
the Buyer . In the case of any Organizational Change, the Company will make appropriate provision with respect to such holders’ rights and interests to insure that the provisions of this Section 4(g) will thereafter be applicable to the
Debentures.


     (h) Transactions With Affiliates. So long as any Debentures are outstanding, the Company shall not, and shall cause each of its subsidiaries not to, enter into, amend, modify or supplement, or permit any
subsidiary to enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any subsidiary’s officers, directors, persons who were officers or directors at any time during the previous two (2)
years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or Affiliates (as defined below) or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such
entity or individual owns a five percent (5%) or more beneficial interest (each a “Related Party”), except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an Affiliate of the
Company,  (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, (d) any agreement transaction,
commitment, or arrangement which is approved by a majority of the disinterested directors of the Company, for purposes hereof, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director
with respect to any such agreement, transaction, commitment, or arrangement.  “Affiliate” for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a ten percent
(10%) or more equity interest in that person or entity, (ii) has ten percent (10%) or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) shares common control with that person or entity.
“Control” or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.


     (i) Transfer Agent. The Company covenants and agrees that, in the event that the Company’s agency relationship with the transfer agent should be terminated for any reason prior to a date which is two (2)
years after the Closing Date, the Company shall immediately appoint a new transfer agent.


     B. (j) Restriction on Issuance of the Capital Stock. So long as any of the principal of or interest on the Debenture remains unpaid, the Company shall not, without the prior written consent of the Buyer, (i)
issue or sell shares of Common Stock or Preferred Stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance provided that upon such sale with Buyer’s
consent, the Fixed Price in the Debentures shall be reset to an amount equal to eighty-five percent of such sales price (the “Reset Price”) if such Reset Price would be lower than the then current Fixed Price, (ii) issue or sell any
warrant, option, right, contract, call, or other security instrument granting the holder thereof, the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s bid price value determined
immediately prior to it’s issuance, (iii) enter into any security instrument granting the holder a security interest in any and all assets of the Company or any subsidiary of the Company (whether now owned or 











acquired in the future while the Debentures are outstanding), (iv) permit any subsidiary of the Company (whether now owned or acquired in the future while the Debentures are outstanding) to enter into any security instrument granting the holder a
security interest in any and all assets of such subsidiary or (v) file any registration statement on Form S-8.


     (k) Restriction on “Short” Position. Neither the Buyer nor any of its affiliates have an open short position in the Common Stock of the Company, and the Buyer agrees that it shall not, and that it will
cause its affiliates not to, engage in any short sales with respect to the Common Stock as long as any Debentures shall remain outstanding.


     (l) Restriction on Incurring Additional Secured Debt. The Company shall not incur any additional debt or permit any subsidiary of the Company to incur any additional debt without the Holder’s prior written
consent.


5. TRANSFER AGENT INSTRUCTIONS.


The Company shall enter into irrevocable transfer agent instructions in substantially the form attached hereto as Exhibit C (the “Irrevocable Transfer Agent Instructions”) and shall pay the law offices of James G. Dodrill II, P.A. a cash
fee of One Hundred Dollars ($100) for every occasion they act pursuant to the Irrevocable Transfer Agent Instructions.


6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.


     The obligation of the Company hereunder to issue and sell the Debentures to the Buyer at the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole discretion:


     (a) The Buyer shall have executed this Agreement and the Transaction Documents and delivered the same to the Company along with the shares of Common Stock required to be delivered pursuant to Section 4(f) hereof.


     (b) The Buyer shall have delivered to the Company the Purchase Price for Debentures to be purchased at the Closing (minus the fees and expenses as set forth herein which shall be paid directly at the Closing) by
wire transfer of immediately available U.S. funds pursuant to the wire instructions provided by the Company.


     (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of each Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by
the Buyer at or prior to such Closing Date.


     (d) The Company shall have filed a form UCC-1 with regard to the Pledged Property and Pledged Collateral as detailed in the Security Agreement dated the date hereof and provided proof of such filing to the Buyer.











     (e) The Company shall have executed such other documents as are reasonably required by the Buyer.


7. CONDITIONS TO THE BUYER’S OBLIGATION TO PURCHASE.


     The obligation of the Buyer hereunder to disburse to the Company the net proceeds of the Purchase Price at the Closing is subject to the satisfaction of each of the following conditions, provided that these conditions
are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


     (a) The Company shall have executed this Agreement the Transaction Documents and any other documents relating to this transaction and delivered the same to the Buyer. 


     (b) The trading in the Common Shares on the over-the-counter bulletin board shall not have been suspended for any reason.


     (c) The representations and warranties of the Company in this Agreement, the Debentures and the Transaction Documents shall be true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing
Dates as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Dates. If requested by the Buyer, the Buyer shall have received a certificate, executed by the President of the Company, dated as of the
respective Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer.


     (d) The Company shall have executed and delivered to the Buyer the Debentures, the Warrants and the shares of Common Stock required to be delivered pursuant to Section 4(f) hereof.


     (e) The Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer(s).


     (f) The Company shall have provided to the Buyer a certificate of good standing from the secretary of state from the state in which the company is incorporated.


     (g) As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of issuing shares of Common Stock upon conversion of the Debenture and exercise of the
Warrants, shares of Common Stock to effect the issuance of the shares of Common Stock: (1) upon conversion of the Debenture in accordance with the Fixed Price and (2) upon exercise of the Warrants.











     (h) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to Buyer, shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


     (i) The Company shall provide to the Buyer an acknowledgement, to the satisfaction of the Buyer, from the Company’s independent certified public accountants as to its ability to provide all consents required in
order to file a registration statement in connection with this transaction.


     (j) The Company shall file a form UCC-1 or such other forms as may be required to perfect the Buyer’s interest in the Pledged Collateral as detailed in the Security Agreement dated the date hereof, providing the
Buyer with a senior lien on all of the Company’s assets and intellectual property and provided proof of such filing to the Buyer. 


     (k) The Company shall have agreed to enter into a Committed Equity Facility with the Buyer, which shall be entered into upon the Debentures being repaid in full by the Company.


     (l) The Company shall have assigned its interest in the Genesco-Edwards Fields leases (Kansas) (the “Leases”).  The Leases shall be held in escrow and upon the occurrence of an Event of Default the Leases
shall be immediately assigned to the Buyer.


     (m) The Company shall have delivered to the Buyer evidence satisfactory to Buyer of the Company’s pending capital raise, which shall be in an amount in excess of the Purchase Price.


     (n) The Company shall agree to use a corporate communications firm during the life of the Debentures that is acceptable to the Buyer.


8. INDEMNIFICATION.


     (a) In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Debentures hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company
shall defend, protect, indemnify and hold harmless the Buyer and each other holder of the Debentures, and all of their officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions
contemplated by this Agreement) (collectively, the “Buyer Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection
therewith (irrespective of whether any such Buyer Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by the Buyer Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, or the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Buyer Indemnitee by a third party and arising out of or resulting 











from a material misrepresentations by the Company under this Agreement or due to a material breach by the Company of its obligations under this Agreement and the execution, delivery, performance or enforcement of this Agreement or any other
instrument, document or agreement executed pursuant hereto by any of the Indemnities, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Debentures or the status of the
Buyer or holder of the Debentures, as a Buyer of Debentures in the Company. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities, which is permissible under applicable law.


     (b) In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Buyer’s other obligations under this Agreement, the Buyer shall defend, protect, indemnify and hold
harmless the Company and all of its officers, directors, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Company
Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by
the Buyer in this Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby executed by the Buyer, (b) any breach of any covenant, agreement or obligation of the Buyer contained in this
Agreement, the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby executed by the Buyer, or (c) any cause of action, suit or claim brought or made against such Company Indemnitee based on material
misrepresentations or due to a material breach and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement, the Transaction Documents or any other certificate instrument, document or agreement executed
pursuant hereto by any of the Company Indemnities. To the extent that the foregoing undertaking by the Buyer may be unenforceable for any reason, the Buyer shall make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities, which is permissible under applicable law.


9. GOVERNING LAW: MISCELLANEOUS.


     (a) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the principles of conflict of laws. The parties further agree that any
action between them shall be heard in Broward County, Florida and expressly consent to the jurisdiction and venue of the State Court sitting in Broward County, Florida and the United States District Court for the Southern District of Florida for the
adjudication of any civil action asserted pursuant to this Paragraph.


     (b) Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party.


     (c) Headings.  The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.






     (d) Severability. If any
provision of this Agreement shall be invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of any provision of this Agreement in any other
jurisdiction.

     (e) Entire Agreement,
Amendments. This Agreement supersedes all other prior oral or written
agreements between the Buyer, the Company, their affiliates and persons acting
on their behalf with respect to the matters discussed herein, and this Agreement
and the instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor any Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by
an instrument in writing signed by the party to be charged with enforcement.

     (f) Notices. Any notices,
consents, waivers, or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have
been delivered (i) upon receipt, when delivered personally; (ii) upon
confirmation of receipt, when sent by facsimile; (iii) three (3) days after
being sent by U.S. certified mail, return receipt requested, or (iv) one (1) day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

	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 
	  	  	  
	  	  	  
	With a copy to: 	As above 	  
	  	  	  
	  	  	  
	  	Attention: Alex Craven - Director 
		
      Telephone: as above 

		
      Facsimile: as above 

	  	  	  
	If to the Buyer: 	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 








	With Copy to: 	James G. Dodrill II, P.A. 
	  	5800 Hamilton Way 
	  	Boca Raton, FL 33496 
	  	Attention: 	Jim Dodrill, Esq. 
	  	Telephone: 	
      (561) 862-0529 

	  	Facsimile: 	
      (561) 892-7787 



     If to the Buyer, to its address
and facsimile number on Schedule I, with copies to the Buyer’s counsel as set
forth on Schedule I. Each party shall provide five (5) days’ prior written
notice to the other party of any change in address or facsimile number.

     (g) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns. Neither the Company nor
any Buyer shall assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other party hereto.

     (h) No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person.

     (i) Survival. Unless this
Agreement is terminated under Section 9(l), the representations and warranties
of the Company and the Buyer contained in Sections 2 and 3, the agreements and
covenants set forth in Sections 4, 5 and 9, and the indemnification provisions
set forth in Section 8, shall survive the Closing for a period of two (2) years
following the date on which the Debentures are redeemed in full. The Buyer shall
be responsible only for its own representations, warranties, agreements and
covenants hereunder.

     (j) Publicity. The Company
and the Buyer shall have the right to approve, before issuance any press release
or any other public statement with respect to the transactions contemplated
hereby made by any party; provided, however, that the Company shall be entitled,
without the prior approval of the Buyer, to issue any press release or other
public disclosure with respect to such transactions required under applicable
securities or other laws or regulations (the Company shall use its best efforts
to consult the Buyer in connection with any such press release or other public
disclosure prior to its release and Buyer shall be provided with a copy thereof
upon release thereof).

     (k) Further Assurances.
Each party shall do and perform, or cause to be done and performed, all such
further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.
Furthermore, the Company agrees to execute such other documents as are
reasonably required by the Buyer. It shall be deemed a default of this Agreement
and the Transaction Documents if the Company or the referenced shareholders fail
to sign such agreements within one business day of the date of request by the
Buyer.




     (l) Termination. In the
event that the Closing shall not have occurred with respect to the Buyer on or
before five (5) business days from the date hereof due to the Company’s or the
Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above
(and the non-breaching party’s failure to waive such unsatisfied condition(s)),
the non-breaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date without
liability of any party to any other party; provided, however, that if this
Agreement is terminated by the Company pursuant to this Section 9(l), the
Company shall remain obligated to pay the Buyer for the legal and documentation
review fee described in Section 4(f) above.

     (m) No Strict
Construction. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




     IN WITNESS WHEREOF,
the Buyer and the Company have caused this Securities Purchase Agreement to be
duly executed as of the date first written above.

	 	COMPANY: 
	 	FOX PETROLEUM, INC. 
	 	  	  
	 	By: 	/s/ Richard Joseph Moore    
	 	Name: 	Mr. Richard Joseph Moore 
	 	Title: 	CEO and Director 
	 	  	  
	 	  	  
	 	BUYER: 
	 	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 






EXHIBIT A

FORM OF REGISTRATION RIGHTS AGREEMENT




EXHIBIT B

FORM OF IRREVOCABLE TRANSFER AGENT
INSTRUCTIONS




EXHIBIT C

FORM OF SECURITY AGREEMENT