Filed by sedaredgar.com - Fox Petroleum, Inc. - Exhibit 10.34






WARRANT

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT 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 IN A FORM
REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.

FOX PETROLEUM, INC.

Warrant To Purchase Common Stock

	Warrant No.: FPI - 1 	Number of Shares: 500,000 


Date of Issuance: June 24, 2008

Fox Petroleum, Inc. a Nevada corporation (the
“Company”), hereby certifies that, for Ten United States Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Trafalgar Capital Specialized Investment Fund,
Luxembourg, (“Trafalgar”), the registered holder hereof or its permitted
assigns, is entitled, subject to the terms set forth below, to purchase from the
Company upon surrender of this Warrant, at any time or times on or after the
date hereof, but not after 11:59 P.M. Eastern Time on the Expiration Date (as
defined herein) Five Hundred Thousand (500,000) fully paid and nonassessable
shares of Common Stock (as defined herein) of the Company (the “Warrant
Shares”) at the exercise price per share provided in Section 1(b) below
or as subsequently adjusted; provided, however, that in no event shall the
holder be entitled to exercise this Warrant for a number of Warrant Shares in
excess of that number of Warrant Shares which, upon giving effect to such
exercise, would cause the aggregate number of shares of Common Stock
beneficially owned by the holder and its affiliates to exceed 4.99% of the
outstanding shares of the Common Stock following such exercise, except within
sixty (60) days of the Expiration Date. For purposes of the foregoing proviso,
the aggregate number of shares of Common Stock beneficially owned by the holder
and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which the determination of such
proviso is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised Warrants beneficially
owned by the holder and its affiliates and (ii) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company
beneficially owned by the holder and its affiliates (including, without
limitation, any convertible notes or preferred stock) subject to a limitation on
conversion or 




exercise analogous to the limitation contained herein. Except
as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended. For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock a holder may rely
on the number of outstanding shares of Common Stock as reflected in (1) the
Company’s most recent Form 10-Q or Form 10-K, as the case may be, (2) a more
recent public announcement by the Company or (3) any other notice by the Company
or its transfer agent setting forth the number of shares of Common Stock
outstanding. Upon the written request of any holder, the Company shall promptly,
but in no event later than one (1) Business Day following the receipt of such
notice, confirm in writing to any such holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the exercise of Warrants (as
defined below) by such holder and its affiliates since the date as of which such
number of outstanding shares of Common Stock was reported.

  Section 1.

     (a) This Warrant is one of the
common stock purchase warrants (each, a “Warrant” and together, the
“Warrants”) issued pursuant to a Securities Purchase Agreement dated June 24,
2008 by and between the Company and Trafalgar (the “Purchase
Agreement”).

     (b) Definitions. The
following words and terms as used in this Warrant shall have the following
meanings:

          (i)
“Approved Stock Plan” means any employee benefit plan which has been
approved by the Board of Directors of the Company prior to the Issuance Date of
this Warrant, pursuant to which the Company’s securities may be issued to any
employee, consultant, officer or director for services provided to the
Company.

          (ii)
“Business Day” means any day other than Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized or required by law
to remain closed.

          (iii)
“Closing Bid Price” means the closing bid price of Common Stock as quoted
on the Principal Market (as reported by Bloomberg Financial Markets
(“Bloomberg”) through its “Volume at Price” function).

          (iv)
“Common Stock” means (i) the Company’s common stock, par value $0.001 per
share, and (ii) any capital stock into which such Common Stock shall have been
changed or any capital stock resulting from a reclassification of such Common
Stock.

          (v)
“Excluded Securities” means, provided such security is issued at a price
which is greater than or equal to the arithmetic average of the Closing Bid
Prices of the Common Stock for the ten (10) consecutive trading days immediately
preceding the date of issuance, any of the following: (a) shares of Common Stock
and options, warrants or other rights to purchase Common Stock issued to
employees, officers or directors of, or consultants or advisors to the
Corporation or any subsidiary pursuant to restricted stock purchase agreements,
stock option plans or similar arrangements outstanding as of the Issuance Date
of this Warrant 

2




(as adjusted for any stock dividend, stock split, combination
of shares, reorganization, recapitalization, reclassification or other similar
event. (a “Recapitalization”)) or (b) shares of Common Stock issued upon the
exercise or conversion of options or convertible securities outstanding as of
the Issuance Date of this Warrant; 

          (vi)
“Expiration Date” means the date that is five (5) years from the Issuance
Date of this Warrant or, if such date falls on a Saturday, Sunday or other day
on which banks are required or authorized to be closed in the City of New York
or the State of New York or on which trading does not take place on the
Principal Exchange or automated quotation system on which the Common Stock is
traded (a “Holiday”), the next date that is not a Holiday.

          (vii)
“Issuance Date” means the date hereof.

          (viii)
“Options” means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities. 

          (ix)
“Other Securities” means (i) those options and warrants of the Company
issued prior to, and outstanding on, the Issuance Date of this Warrant, (ii) the
shares of Common Stock issuable on exercise of such options and warrants,
provided such options and warrants are not amended after the Issuance Date of
this Warrant and (iii) the shares of Common Stock issuable upon exercise of this
Warrant. 

          (x)
“Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.

          (xi)
“Principal Market” means the New York Stock Exchange, the American Stock
Exchange, the Nasdaq Global Market, the Nasdaq Capital Market, whichever is at
the time the principal trading exchange or market for such security, or the
over-the-counter market on the electronic bulletin board for such security as
reported by Bloomberg or, if no bid or sale information is reported for such
security by Bloomberg, then the average of the bid prices of each of the market
makers for such security as reported in the “pink sheets” by the National
Quotation Bureau, Inc.

          (xii)
“Securities Act” means the Securities Act of 1933, as amended.

          (xiii)
“Warrant” means this Warrant and all Warrants issued in exchange,
transfer or replacement thereof.

          (xiv)
“Warrant Exercise Price” shall be $2.9851 ($2.9851) per share or as
subsequently adjusted as provided in Section 8 hereof.

          (xv)
“Warrant Shares” means the shares of Common Stock issuable at any time
upon exercise of this Warrant.

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     (c) Other Definitional
Provisions.

          (i)
Except as otherwise specified herein, all references herein (A) to the Company
shall be deemed to include the Company’s successors and (B) to any applicable
law defined or referred to herein shall be deemed references to such applicable
law as the same may have been or may be amended or supplemented from time to
time.

          (ii)
When used in this Warrant, the words “herein”, “hereof”, and
“hereunder” and words of similar import, shall refer to this
Warrant as a whole and not to any provision of this Warrant, and the words
“Section”, “Schedule”, and “Exhibit” shall refer to
Sections of, and Schedules and Exhibits to, this Warrant unless otherwise
specified.

          (iii)
Whenever the context so requires, the neuter gender includes the masculine or
feminine, and the singular number includes the plural, and vice versa.

  Section 2. Exercise of Warrant. Subject to the
terms and conditions hereof, this Warrant may be exercised by the holder hereof
then registered on the books of the Company, pro rata as hereinafter provided,
at any time on any Business Day on or after the opening of business on such
Business Day, commencing with the first day after the date hereof, and prior to
11:59 P.M. Eastern Time on the Expiration Date, by (i) delivery of a written
notice, in the form of the subscription notice attached as Exhibit A
hereto (the “Exercise Notice”), of such holder’s election to exercise
this Warrant, which notice shall specify the number of Warrant Shares to be
purchased, (ii) payment to the Company of an amount equal to the Warrant
Exercise Price(s) applicable to the Warrant Shares being purchased, multiplied
by the number of Warrant Shares (at the applicable Warrant Exercise Price) as to
which this Warrant is being exercised (plus any applicable issue or transfer
taxes) (the “Aggregate Exercise Price”): (a) in cash or wire transfer of
immediately available funds, (b) by delivery of a written notice of Net
Exercise, as set forth in the following paragraph and (iii) the surrender of
this Warrant (or an indemnification undertaking with respect to this Warrant in
the case of its loss, theft or destruction) to a common carrier for overnight
delivery to the Company as soon as practicable following such date. In the event
of any exercise of the rights represented by this Warrant in compliance with
this Section 2(a), the Company shall on the fifth (5th) Business Day following
the date of receipt of the Exercise Notice, the Aggregate Exercise Price and
this Warrant (or an indemnification undertaking with respect to this Warrant in
the case of its loss, theft or destruction) and the receipt of the
representations of the holder specified in Section 6 hereof, if requested by the
Company (the “Exercise Delivery Documents”), and if the Common Stock is
DTC eligible credit such aggregate number of shares of Common Stock to which the
holder shall be entitled to the holder’s or its designee’s balance account with
The Depository Trust Company; provided, however, if the holder who submitted the
Exercise Notice requested physical delivery of any or all of the Warrant Shares,
or, if the Common Stock is not DTC eligible then the Company shall, on or before
the fifth (5th) Business Day following receipt of the Exercise
Delivery Documents, issue and surrender to a common carrier for overnight
delivery to the address specified in the Exercise Notice, a certificate,
registered in the name of the holder, for the number of shares of Common Stock
to which the holder shall be entitled pursuant to such request. Upon delivery of
the Exercise Notice and Aggregate Exercise Price referred to in clause (ii)
above the holder of this Warrant shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which
this Warrant has been 

4




exercised. In the case of a dispute as to the determination of
the Warrant Exercise Price, the Closing Sale Price or the arithmetic calculation
of the Warrant Shares, the Company shall promptly issue to the holder the number
of Warrant Shares that is not disputed and shall submit the disputed
determinations or arithmetic calculations to the holder via facsimile within one
(1) Business Day of receipt of the holder’s Exercise Notice. If the holder and
the Company are unable to agree upon the determination of the Warrant Exercise
Price or arithmetic calculation of the Warrant Shares within one (1) day of such
disputed determination or arithmetic calculation being submitted to the holder,
then the Company shall immediately submit via facsimile (i) the disputed
determination of the Warrant Exercise Price or the Closing Bid Price to an
independent, reputable investment banking firm or (ii) the disputed arithmetic
calculation of the Warrant Shares to its independent, outside accountant. The
Company shall cause the investment banking firm or the accountant, as the case
may be, to perform the determinations or calculations and notify the Company and
the holder of the results no later than forty-eight (48) hours from the time it
receives the disputed determinations or calculations. Such investment banking
firm’s or accountant’s determination or calculation, as the case may be, shall
be deemed conclusive absent manifest error.

     If the Company is in Default
under any of the Transaction Documents, then the Holder may notify the Company
in an Exercise Notice of its election to utilize cashless exercise, in which
event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:

	X= 	Y(A-B)
	  	    A 
	  	  
	Where X = 	
      the number of shares of Common Stock to be issued to the
      holder 

	  	
       

	Y = 	
      the number of shares of Common Stock purchasable under
      this Warrant or, if only a portion of this Warrant is being exercised, the
      portion of this Warrant being exercised (at the date of such calculation)
      

	  	
       

	A = 	
      the Fair Market Value of one share of the Company’s
      Common Stock (at the date of such calculation) 

	  	
       

	B = 	
      the Exercise Price per share (as adjusted to the date of
      such calculation). 



     (a) Unless the rights represented
by this Warrant shall have expired or shall have been fully exercised, the
Company shall, as soon as practicable and in no event later than five (5)
Business Days after any exercise and at its own expense, issue a new Warrant
identical in all respects to this Warrant exercised except it shall represent
rights to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant exercised, less the number of Warrant Shares
with respect to which such Warrant is exercised.

     (b) No fractional Warrant Shares
are to be issued upon any pro rata exercise of this Warrant, but rather the
number of Warrant Shares issued upon such exercise of this Warrant shall be
rounded up or down to the nearest whole number.

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     (c) If the Company or its
Transfer Agent shall fail for any reason or for no reason to issue to the holder
within ten (10) days of receipt of the Exercise Delivery Documents , a
certificate for the number of Warrant Shares to which the holder is entitled or
to credit the holder’s balance account with The Depository Trust Company for
such number of Warrant Shares to which the holder is entitled upon the holder’s
exercise of this Warrant, the Company shall, in addition to any other remedies
under this Warrant or otherwise available to such holder, pay as additional
damages in cash to such holder on each day the issuance of such certificate for
Warrant Shares is not timely effected an amount equal to 0.025% of the product
of (A) the sum of the number of Warrant Shares not issued to the holder on a
timely basis and to which the holder is entitled, and (B) the Closing Bid Price
of the Common Stock for the trading day immediately preceding the last possible
date which the Company could have issued such Common Stock to the holder without
violating this Section 2.

     (d) If within ten (10) days after
the Company’s receipt of the Exercise Delivery Documents, the Company fails to
deliver a new Warrant to the holder for the number of Warrant Shares to which
such holder is entitled pursuant to Section 2 hereof, then, in addition to any
other available remedies under this Warrant, or otherwise available to such
holder, the Company shall pay as additional damages in cash to such holder on
each day after such tenth (10th) day that such delivery of such new
Warrant is not timely effected in an amount equal to 0.25% of the product of (A)
the number of Warrant Shares represented by the portion of this Warrant which is
not being exercised and (B) the Closing Bid Price of the Common Stock for the
trading day immediately preceding the last possible date which the Company could
have issued such Warrant to the holder without violating this Section 2.

  Section 3. Covenants as to Common Stock. The
Company hereby covenants and agrees as follows:

     (a) This Warrant is, and any
Warrants issued in substitution for or replacement of this Warrant will upon
issuance be, duly authorized and validly issued.

     (b) All Warrant Shares which may
be issued upon the exercise of the rights represented by this Warrant will, upon
issuance, be validly issued, fully paid and nonassessable and free from all
taxes, liens and charges with respect to the issue thereof.

     (c) If at any time after the date
hereof the Company shall file a registration statement, the Company shall
include the Warrant Shares issuable to the holder, pursuant to the terms of this
Warrant and shall maintain, so long as any other shares of Common Stock shall be
so listed, such listing of all Warrant Shares from time to time issuable upon
the exercise of this Warrant; and the Company shall so list on each national
securities exchange or automated quotation system, as the case may be, and shall
maintain such listing of, any other shares of capital stock of the Company
issuable upon the exercise of this Warrant if and so long as any shares of the
same class shall be listed on such national securities exchange or automated
quotation system.

     (d) The Company will not, by
amendment of its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities, or any other voluntary action, avoid or seek to avoid the 

6




observance or performance of any of the terms to be observed or
performed by it hereunder, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may reasonably be requested by the holder of this Warrant in order to
protect the exercise privilege of the holder of this Warrant against dilution or
other impairment, consistent with the tenor and purpose of this Warrant. The
Company will not increase the par value of any shares of Common Stock receivable
upon the exercise of this Warrant above the Warrant Exercise Price then in
effect, and (ii) will take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

     (e) This Warrant will be binding
upon any entity succeeding to the Company by merger, consolidation or
acquisition of all or substantially all of the Company’s assets.

  Section 4. Taxes. The Company shall pay any and
all taxes, except any applicable withholding, which may be payable with respect
to the issuance and delivery of Warrant Shares upon exercise of this
Warrant.

  Section 5. Warrant Holder Not Deemed a
Stockholder. Except as otherwise specifically provided herein, no holder, as
such, of this Warrant shall be entitled to vote or receive dividends or be
deemed the holder of shares of capital stock of the Company for any purpose, nor
shall anything contained in this Warrant be construed to confer upon the holder
hereof, as such, any of the rights of a stockholder of the Company or any right
to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation,
merger, conveyance or otherwise), receive notice of meetings, receive dividends
or subscription rights, or otherwise, prior to the issuance to the holder of
this Warrant of the Warrant Shares which he or she is then entitled to receive
upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on such holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a
stockholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company will
provide the holder of this Warrant with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

  Section 6. Representations of Holder. The holder
of this Warrant, by the acceptance hereof, represents that it is acquiring this
Warrant and the Warrant Shares for its own account for investment only and not
with a view towards, or for resale in connection with, the public sale or
distribution of this Warrant or the Warrant Shares, except pursuant to sales
registered or exempted under the Securities Act; provided, however, that by
making the representations herein, the holder does not agree to hold this
Warrant or any of the Warrant Shares for any minimum or other specific term and
reserves the right to dispose of this Warrant and the Warrant Shares at any time
in accordance with or pursuant to a registration statement or an exemption under
the Securities Act. The holder of this Warrant further represents, by acceptance
hereof, that, as of this date, such holder is an “accredited investor” as such
term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities
and Exchange Commission under the Securities Act (an “Accredited
Investor”). Upon exercise of this Warrant 

7




the holder shall, if requested by the Company, confirm in
writing, in a form satisfactory to the Company, that the Warrant Shares so
purchased are being acquired solely for the holder’s own account and not as a
nominee for any other party, for investment, and not with a view toward
distribution or resale and that such holder is an Accredited Investor. If such
holder cannot make such representations because they would be factually
incorrect, it shall be a condition to such holder’s exercise of this Warrant
that the Company receive such other representations as the Company considers
reasonably necessary to assure the Company that the issuance of its securities
upon exercise of this Warrant shall not violate any United States or state
securities laws.

  Section 7. Ownership and Transfer.

     (a) The Company shall maintain at
its principal executive offices (or such other office or agency of the Company
as it may designate by notice to the holder hereof), a register for this
Warrant, in which the Company shall record the name and address of the person in
whose name this Warrant has been issued, as well as the name and address of each
transferee. The Company may treat the person in whose name any Warrant is
registered on the register as the owner and holder thereof for all purposes,
notwithstanding any notice to the contrary, but in all events recognizing any
transfers made in accordance with the terms of this Warrant.

  Section 8. Adjustment of Warrant Exercise Price and
Number of Shares. The Warrant Exercise Price and the number of shares of
Common Stock issuable upon exercise of this Warrant shall be adjusted from time
to time as follows:

     (a) Adjustment of Warrant
Exercise Price and Number of Shares upon Issuance of Common Stock. If
and whenever on or after the Issuance Date of this Warrant, the Company issues
or sells, or is deemed to have issued or sold, any shares of Common Stock (other
than (i) Excluded Securities and (ii) shares of Common Stock which are issued or
deemed to have been issued by the Company in connection with an Approved Stock
Plan or upon exercise or conversion of the Other Securities) for a consideration
per share less than a price (the “Applicable Price”) equal to the Warrant
Exercise Price in effect immediately prior to such issuance or sale, then
immediately after such issue or sale the Warrant Exercise Price then in effect
shall be reduced to an amount equal to eighty-five percent (85%) of such
consideration per share. Upon each such adjustment of the Warrant Exercise Price
hereunder, the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted to the number of shares determined by multiplying the Warrant
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Warrant Exercise Price
resulting from such adjustment.

     (b) Effect on Warrant Exercise
Price of Certain Events. For purposes of determining the adjusted Warrant
Exercise Price under Section 8(a) above, the following shall be applicable:

          (i)
Issuance of Options. If after the date hereof, the Company in any manner
grants any Options (other than Excluded Issuances) and the lowest price per
share for which one share of Common Stock is issuable upon the exercise of any
such Option or upon 

8




conversion or exchange of any convertible securities issuable
upon exercise of any such Option is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued
and sold by the Company at the time of the granting or sale of such Option for
such price per share. For purposes of this Section 8(b)(i), the lowest price per
share for which one share of Common Stock is issuable upon exercise of such
Options or upon conversion or exchange of such Convertible Securities shall be
equal to the sum of the lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share of Common Stock upon the
granting or sale of the Option, upon exercise of the Option or upon conversion
or exchange of any convertible security issuable upon exercise of such Option.
No further adjustment of the Warrant Exercise Price shall be made upon the
actual issuance of such Common Stock or of such convertible securities upon the
exercise of such Options or upon the actual issuance of such Common Stock upon
conversion or exchange of such convertible securities.

          (ii)
Issuance of Convertible Securities. If the Company in any manner issues
or sells any convertible securities (other than Excluded Issuances) and the
lowest price per share for which one share of Common Stock is issuable upon the
conversion or exchange thereof is less than the Applicable Price, then such
share of Common Stock shall be deemed to be outstanding and to have been issued
and sold by the Company at the time of the issuance or sale of such convertible
securities for such price per share. For the purposes of this Section 8(b)(ii),
the lowest price per share for which one share of Common Stock is issuable upon
such conversion or exchange shall be equal to the sum of the lowest amounts of
consideration (if any) received or receivable by the Company with respect to one
share of Common Stock upon the issuance or sale of the convertible security and
upon conversion or exchange of such convertible security. No further adjustment
of the Warrant Exercise Price shall be made upon the actual issuance of such
Common Stock upon conversion or exchange of such convertible securities, and if
any such issue or sale of such convertible securities is made upon exercise of
any Options for which adjustment of the Warrant Exercise Price had been or are
to be made pursuant to other provisions of this Section 8(b), no further
adjustment of the Warrant Exercise Price shall be made by reason of such issue
or sale. 

          (iii)
Change in Option Price or Rate of Conversion. If the purchase price
provided for in any Options, the additional consideration, if any, payable upon
the issue, conversion or exchange of any convertible securities, or the rate at
which any convertible securities are convertible into or exchangeable for Common
Stock changes at any time, the Warrant Exercise Price in effect at the time of
such change shall be adjusted to the Warrant Exercise Price which would have
been in effect at such time had such Options or convertible securities provided
for such changed purchase price, additional consideration or changed conversion
rate, as the case may be, at the time initially granted, issued or sold and the
number of Warrant Shares issuable upon exercise of this Warrant shall be
correspondingly readjusted. For purposes of this Section 8(b)(iii), if the terms
of any Option or convertible security that was outstanding as of the Issuance
Date of this Warrant are changed in the manner described in the immediately
preceding sentence, then such Option or convertible security and the Common
Stock deemed issuable upon exercise, conversion or exchange thereof shall be
deemed to have been issued as of the date of such change. No adjustment pursuant
to this Section 8(b) shall be made if such adjustment would result in an
increase of the Warrant Exercise Price then in effect.

9




     (c) Effect on Warrant Exercise
Price of Certain Events. For purposes of determining the adjusted Warrant
Exercise Price under Sections 8(a) and 8(b), the following shall be
applicable:

          (i)
Calculation of Consideration Received. If any Common Stock, Options or
convertible securities are issued or sold or deemed to have been issued or sold
for cash, the consideration received therefore will be deemed to be the net
amount received by the Company therefore. If any Common Stock, Options or
convertible securities are issued or sold for a consideration other than cash,
the amount of such consideration received by the Company will be the fair value
of such consideration, except where such consideration consists of marketable
securities, in which case the amount of consideration received by the Company
will be the market price of such securities on the date of receipt of such
securities. If any Common Stock, Options or convertible securities are issued to
the owners of the non-surviving entity in connection with any merger in which
the Company is the surviving entity, the amount of consideration therefore will
be deemed to be the fair value of such portion of the net assets and business of
the non-surviving entity as is attributable to such Common Stock, Options or
convertible securities, as the case may be. The fair value of any consideration
other than cash or securities will be determined jointly by the Company and the
holders of Warrants representing at least two-thirds (b) of the Warrant Shares
issuable upon exercise of the Warrants then outstanding. If such parties are
unable to reach agreement within ten (10) days after the occurrence of an event
requiring valuation (the “Valuation Event”), the fair value of such
consideration will be determined within five (5) Business Days after the tenth
(10th) day following the Valuation Event by an independent, reputable
appraiser jointly selected by the Company and the holders of Warrants
representing at least two-thirds (b) of the Warrant Shares issuable upon
exercise of the Warrants then outstanding. The determination of such appraiser
shall be final and binding upon all parties and the fees and expenses of such
appraiser shall be borne jointly by the Company and the holders of Warrants.

          (ii)
Integrated Transactions. In case any Option is issued in connection with
the issue or sale of other securities of the Company, together comprising one
integrated transaction in which no specific consideration is allocated to such
Options by the parties thereto, the Options will be deemed to have been issued
for a consideration of $.01.

          (iii)
Treasury Shares. The number of shares of Common Stock outstanding at any
given time does not include shares owned or held by or for the account of the
Company, and the disposition of any shares so owned or held will be considered
an issue or sale of Common Stock.

          (iv)
Record Date. If the Company takes a record of the holders of Common Stock
for the purpose of entitling them (1) to receive a dividend or other
distribution payable in Common Stock, Options or in convertible securities or
(2) to subscribe for or purchase Common Stock, Options or convertible
securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.

10




     (d) Adjustment of Warrant
Exercise Price upon Subdivision or Combination of Common Stock. If
the Company at any time after the date of issuance of this Warrant subdivides
(by any stock split, stock dividend, recapitalization or otherwise) one or more
classes of its outstanding shares of Common Stock into a greater number of
shares, any Warrant Exercise Price in effect immediately prior to such
subdivision will be proportionately reduced and the number of shares of Common
Stock obtainable upon exercise of this Warrant will be proportionately
increased. If the Company at any time after the date of issuance of this Warrant
combines (by combination, reverse stock split or otherwise) one or more classes
of its outstanding shares of Common Stock into a smaller number of shares, any
Warrant Exercise Price in effect immediately prior to such combination will be
proportionately increased and the number of Warrant Shares issuable upon
exercise of this Warrant will be proportionately decreased. Any adjustment under
this Section 8(d) shall become effective at the close of business on the date
the subdivision or combination becomes effective.

     (e) Distribution of
Assets. If the Company shall declare or make any dividend, or other
distribution, of its assets (or rights to acquire its assets) to holders of
Common Stock, by way of return of capital or otherwise (including, without
limitation, any distribution of cash, stock or other securities, property or
options by way of a dividend, spin off, reclassification, corporate
rearrangement or other similar transaction) (a “Distribution”), at any
time after the issuance of this Warrant, then, in each such case:

          (i)
any Warrant Exercise Price in effect immediately prior to the close of business
on the record date fixed for the determination of holders of Common Stock
entitled to receive the Distribution shall be reduced, effective as of the close
of business on such record date, to a price determined by multiplying such
Warrant Exercise Price by a fraction of which (A) the numerator shall be the
Closing Sale Price of the Common Stock on the trading day immediately preceding
such record date minus the value of the Distribution (as determined in good
faith by the Company’s Board of Directors) applicable to one share of Common
Stock, and (B) the denominator shall be the Closing Sale Price of the Common
Stock on the trading day immediately preceding such record date; and

          (ii)
either (A) the number of Warrant Shares obtainable upon exercise of this Warrant
shall be increased to a number of shares equal to the number of shares of Common
Stock obtainable immediately prior to the close of business on the record date
fixed for the determination of holders of Common Stock entitled to receive the
Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding clause (i), or (B) in the event that the Distribution is
of common stock of a company whose common stock is traded on a national
securities exchange or a national automated quotation system, then the holder of
this Warrant shall receive an additional warrant to purchase Common Stock, the
terms of which shall be identical to those of this Warrant, except that such
warrant shall be exercisable into the amount of the assets that would have been
payable to the holder of this Warrant pursuant to the Distribution had the
holder exercised this Warrant immediately prior to such record date and with an
exercise price equal to the amount by which the exercise price of this Warrant
was decreased with respect to the Distribution pursuant to the terms of the
immediately preceding clause (i).

11




     (f) Certain Events. If any
event occurs of the type contemplated by the provisions of this Section 8 but
not expressly provided for by such provisions (including, without limitation,
the granting of stock appreciation rights, phantom stock rights or other rights
with equity features), then the Company’s Board of Directors will make an
appropriate adjustment in the Warrant Exercise Price and the number of shares of
Common Stock obtainable upon exercise of this Warrant so as to protect the
rights of the holders of the Warrants; provided, except as set forth in section
8(d),that no such adjustment pursuant to this Section 8(f) will increase the
Warrant Exercise Price or decrease the number of shares of Common Stock
obtainable as otherwise determined pursuant to this Section 8.

     (g) Notices.

          (i)
Immediately upon any adjustment of the Warrant Exercise Price, the Company will
give written notice thereof to the holder of this Warrant, setting forth in
reasonable detail, and certifying, the calculation of such adjustment.

          (ii)
The Company will give written notice to the holder of this Warrant at least ten
(10) days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common Stock,
(B) with respect to any pro rata subscription offer to holders of Common Stock
or (C) for determining rights to vote with respect to any Organic Change (as
defined below), dissolution or liquidation, provided that such information shall
be made known to the public prior to or in conjunction with such notice being
provided to such holder.

          (iii)
The Company will also give written notice to the holder of this Warrant at least
ten (10) days prior to the date on which any Organic Change, dissolution or
liquidation will take place, provided that such information shall have been made
known to the public.

  Section 9. Purchase Rights; Reorganization,
Reclassification, Consolidation, Merger or Sale.

     (a) In addition to any
adjustments pursuant to Section 8 above, if at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase stock,
warrants, securities or other property pro rata to the record holders of any
class of Common Stock (the “Purchase Rights”), then the holder of this
Warrant will be entitled to acquire, upon the terms applicable to such Purchase
Rights, the aggregate Purchase Rights which such holder could have acquired if
such holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant immediately before the date on which a record
is taken for the grant, issuance or sale of such Purchase Rights, or, if no such
record is taken, the date as of which the record holders of Common Stock are to
be determined for the grant, issue or sale of such Purchase Rights.

     (b) Any recapitalization,
reorganization, reclassification, consolidation, merger, sale of all or
substantially all of the Company’s assets to another Person or other transaction
in each case which is effected in such a way that holders of Common Stock are
entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets 

12




with respect to or in exchange for Common Stock is referred to
herein as an “Organic Change.” Prior to the consummation of any Organic
Change following which the Company is not a surviving entity, the Company will
secure from the Person purchasing such assets or the successor resulting from
such Organic Change (in each case, the “Acquiring Entity”) a written
agreement (in form and substance satisfactory to the holders of Warrants
representing at least two-thirds of the Warrant Shares issuable upon exercise of
the Warrants then outstanding) to deliver to each holder of Warrants in exchange
for such Warrants, a security of the Acquiring Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant and
satisfactory to the holders of the Warrants (including an adjusted warrant
exercise price equal to the value for the Common Stock reflected by the terms of
such consolidation, merger or sale, and exercisable for a corresponding number
of shares of Common Stock acquirable and receivable upon exercise of the
Warrants without regard to any limitations on exercise, if the value so
reflected is less than any Applicable Warrant Exercise Price immediately prior
to such consolidation, merger or sale). Prior to the consummation of any other
Organic Change, the Company shall make appropriate provision (in form and
substance satisfactory to the holders of Warrants representing a majority of the
Warrant Shares issuable upon exercise of the Warrants then outstanding) to
insure that each of the holders of the Warrants will thereafter have the right
to acquire and receive in lieu of or in addition to (as the case may be) the
Warrant Shares immediately theretofore issuable and receivable upon the exercise
of such holder’s Warrants (without regard to any limitations on exercise), such
shares of stock, securities or assets that would have been issued or payable in
such Organic Change with respect to or in exchange for the number of Warrant
Shares which would have been issuable and receivable upon the exercise of such
holder’s Warrant as of the date of such Organic Change (without taking into
account any limitations or restrictions on the exercisability of this
Warrant).

  Section 10. Lost, Stolen, Mutilated or Destroyed
Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the
Company shall promptly, on receipt of an indemnification undertaking (or, in the
case of a mutilated Warrant, the Warrant), issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or
destroyed.

  Section 11. Notice. Any notices, consents,
waivers or other communications required or permitted to be given under the
terms of this Warrant must be in writing and will be deemed to have been
delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when
sent by facsimile (provided confirmation of receipt is received by the sending
party transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one Business 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:

13





	If to Trafalgar: 	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: 	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


If to a holder of this Warrant, to it at the address and
facsimile number set forth on Exhibit C hereto, with copies to such
holder’s representatives as set forth on Exhibit C, or at such other
address and facsimile as shall be delivered to the Company upon the issuance or
transfer of this Warrant. Each party shall provide five days’ prior written
notice to the other party of any change in address or facsimile number. Written
confirmation of receipt (A) given by the recipient of such notice, consent,
facsimile, waiver or other communication, or (B) provided by a nationally
recognized overnight delivery service shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above,
respectively.

  Section 12. Date. The date of this Warrant is set
forth on page 1 hereof. This Warrant, in all events, shall be wholly void and of
no effect after the close of business on the Expiration Date, except that
notwithstanding any other provisions hereof, the provisions of Section 8(b)
shall continue in full force and effect after such date as to any Warrant Shares
or other securities issued upon the exercise of this Warrant.

14




  Section 13. Amendment and Waiver. Except as
otherwise provided herein, the provisions of the Warrants may be amended and the
Company may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written
consent of the holders of Warrants representing at least two-thirds of the
Warrant Shares issuable upon exercise of the Warrants then outstanding; provided
that, except for Section 8(d), no such action may increase the Warrant Exercise
Price or decrease the number of shares or class of stock obtainable upon
exercise of any Warrant without the written consent of the holder of such
Warrant.

  Section 14. Descriptive Headings; Governing Law.
The descriptive headings of the several sections and paragraphs of this Warrant
are inserted for convenience only and do not constitute a part of this Warrant.
The corporate laws of the State of Florida shall govern all issues concerning
the relative rights of the Company and its stockholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of Florida without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Florida or any other jurisdictions) that would cause the
application of the laws of any jurisdictions other than the State of Florida
Each party hereby irrevocably submits to the exclusive jurisdiction of the state
courts sitting in Broward County, Florida and the United States District Court
for the Southern District of Florida for the adjudication of any dispute
hereunder or in connection herewith or therewith, or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is brought in an inconvenient forum or that the venue of such
suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the
address for such notices to it under this Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law.

  Section 15. Waiver of Jury Trial. AS A MATERIAL
INDUCEMENT FOR EACH PARTY HERETO TO ENTER INTO THIS WARRANT, THE PARTIES HERETO
HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATED IN ANY
WAY TO THIS WARRANT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS ASSOCIATED WITH
THIS TRANSACTION.

     IN WITNESS WHEREOF, the
Company has caused this Warrant to be signed as of the date first set forth
above.

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


15




EXHIBIT A TO WARRANT

EXERCISE NOTICE

TO BE EXECUTED 
BY THE REGISTERED HOLDER TO
EXERCISE THIS WARRANT

     The undersigned holder hereby
exercises the right to purchase ______________ of the shares of Common Stock
(“Warrant Shares”) of Fox Petroleum, Inc. a ___________
corporation (the “Company”), evidenced by the attached Warrant (the
“Warrant”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.

     1. Form of Warrant Exercise
Price. The Holder intends that payment of the Warrant Exercise Price shall
be made as a “Cash Exercise” with respect to ______________ Warrant
Shares.

     2. Payment of Warrant Exercise
Price. The holder shall pay the sum of $______________ to the Company in
accordance with the terms of the Warrant.

     3. Delivery of Warrant
Shares. The Company shall deliver to the holder _________ Warrant Shares in
accordance with the terms of the Warrant.

	Date: 		 
	  	  	 
	  	  	 
	Name of Registered Holder 	 
	  	  	 
	By: 	  	 
	Name: 	  	 
	Title: 	  	 


A-1




EXHIBIT B TO WARRANT

FORM OF WARRANT POWER

     FOR VALUE RECEIVED, the
undersigned does hereby assign and transfer to ________________, Federal
Identification No. __________, a warrant to purchase ____________shares of the
capital stock of Fox Petroleum, Inc. a ________corporation, represented
by warrant certificate no. _____, standing in the name of the undersigned on the
books of said corporation. The undersigned does hereby irrevocably constitute
and appoint ______________, attorney to transfer the warrants of said
corporation, with full power of substitution in the premises.

	Dated: 	 		 
	 	 	  	 
	 	 	By: 	 
	 	 	Name: 	 
	 	 	Title: 	 


B-1