Filed by sedaredgar.com - Fox Petroleum, Inc . - Exhibit 10.36






REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS
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 “Investor”).

WHEREAS:

     A. In connection with the
Securities Purchase Agreement by and among the parties hereto of even date
herewith (the “Securities Purchase Agreement”), the Company has
agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to the Investor secured convertible redeemable
debentures (the “Debentures”) which shall be convertible into that number
of shares of the Company’s common stock, par value US$0.001 per share (the
“Common Stock”), pursuant to the terms of the Securities Purchase
Agreement for an aggregate purchase price of up to Two Million Five Hundred
Thousand U.S. Dollars ($2,500,000), Two Hundred Thousand (200,000) shares of
Common Stock and warrants (the “Warrants”) to purchase up to Five Hundred
Thousand (500,000) shares of Common Stock. Capitalized terms not defined herein
shall have the meaning ascribed to them in the Securities Purchase
Agreement.

     B. To induce the Investor to
execute and deliver the Securities Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations there under, or any similar successor
statute (collectively, the “1933 Act”), and applicable state securities
laws.

     NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investor hereby agree as follows:

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the
following meanings:

     (a) “Person” means a
corporation, a limited liability company, an association, a partnership, an
organization, a business, an individual, a governmental or political subdivision
thereof or a governmental agency.

     (b) “Register,”
“registered,” and “registration” refer to a registration effected
by preparing and filing one or more Registration Statements (as defined below)
in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or
any successor rule providing for offering securities on a continuous or delayed
basis (“Rule 415”), and the declaration or ordering of effectiveness of
such Registration Statement(s) by the United States Securities and Exchange SEC
(the “SEC”).




     (c) “Registrable
Securities” means the shares of Common Stock issuable to Investor upon
conversion of the Debentures pursuant to the Securities Purchase Agreement and
the shares of Common Stock issuable to the Investor upon exercise of the
Warrants issued pursuant to the Securities Purchase Agreement. As to any
particular Registrable Securities, such securities will cease to be Registrable
Securities when (a) they have been effectively registered under the 1933 Act and
disposed of in accordance with the registration statement covering them, (b)
they have been sold, or may be sold without volume restrictions pursuant to Rule
144(b)(1) promulgated by the SEC under the 1933 Act, or (c) they have been
otherwise transferred and new certificates for them not bearing a restrictive
legend have been issued by the Company and the Company shall not have “stop
transfer” instructions against them.

     (d) “Registration
Statement” means a registration statement under the 1933 Act which covers
the Registrable Securities.

     (e) “Rule 144” means Rule
144 promulgated under the 1933 Act or any similar rule or regulation of the SEC
that may at any time permit the Investor to sell securities of the Company to
the public without registration.

2. REGISTRATION.

     (a) Subject to the terms and
conditions of this Agreement, the Company shall prepare and file, no later than
thirty (30) days from the date hereof (the “Scheduled Filing
Deadline”), with the SEC a registration statement on Form S-1 (or, if the
Company is then eligible, on Form S-3) under the 1933 Act (the “Initial
Registration Statement”) for the registration for the resale by the Investor
at least three (3) times the number of shares which are anticipated to be issued
upon conversion of the Debentures issued pursuant to the Securities Purchase
Agreement and shares of Common Stock issuable to the Investor upon exercise of
the Warrants issued pursuant to the Securities Purchase Agreement (subject to
Rule 415 restrictions). The Company shall cause the Registration Statement to
remain effective until all of the Registrable Securities have been sold by the
Investor. Prior to the filing of the Registration Statement with the SEC, the
Company shall furnish a copy (which may be in electronic form) of the Initial
Registration Statement to the Investor and The Law Office of James G. Dodrill
II, P.A. for their review and comment. The Investor and James G. Dodrill II,
P.A. shall furnish comments on the Initial Registration Statement to the Company
by the later of: (a) seventy-two (72) hours of the receipt thereof from the
Company and (b) the close of the second business day following receipt thereof
from the Company.

     (b) Effectiveness of the
Initial Registration Statement. The Company shall use its best its best
efforts (i) to have the Initial Registration Statement declared effective by the
SEC no later than ninety (90) days after the Closing Date (the “Scheduled
Effective Deadline”) and (ii) to insure that the Initial Registration
Statement and any subsequent Registration Statement remains in effect until all
of the Registrable Securities have been sold, subject to the terms and
conditions of this Agreement.

     (c) Failure to File or Obtain
Effectiveness of the Registration Statement. In the event the Registration
Statement is not declared effective by the SEC on or before the Scheduled
Effective Date, or if after the Registration Statement has been declared
effective by 

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the SEC, sales cannot be made pursuant to the Registration
Statement (whether because of a failure to keep the Registration Statement
effective, failure to disclose such information as is necessary for sales to be
made pursuant to the Registration Statement, failure to register sufficient
shares of Common Stock or otherwise then as partial relief for the damages to
any holder of Registrable Securities by reason of any such delay in or reduction
of its ability to sell the underlying shares of Common Stock (which remedy shall
not be exclusive of any other remedies at law or in equity), the Company will
pay as liquidated damages (the “Liquidated Damages”) to the
holder, at the holder’s option, either a cash amount or shares of the Company’s
Common Stock within three (3) business days, after demand therefore, equal to
two percent (2%) of the liquidated value of the Debentures outstanding as
Liquidated Damages for each thirty (30) day period (or any part thereof) after
the Scheduled Filing Deadline or the Scheduled Effective Date as the case may
be. Notwithstanding anything herein to the contrary, to the extent that the
registration of any or all of the Registrable Securities by the Company on a
registration statement is prohibited (the “Non-Registered Shares”) as a
result of rules, regulations, positions or releases issued or actions taken by
the SEC pursuant to its authority with respect to Rule 415 under the 1933 Act
and the Company has registered at such time the maximum number of Registrable
Securities permissible upon consultation with the SEC, then the liquidated
damages described herein shall not be applicable to such Non-Registered
Shares.

     (d) Liquidated Damages.
The Company and the Investor acknowledge and agree that the sums payable under
subsection 2(c) above shall constitute liquidated damages and not penalties and
are in addition to all other rights of the Investor, including the right to call
a default. The parties further acknowledge that (i) the amount of loss or
damages likely to be incurred is incapable or is difficult to precisely
estimate, (ii) the amounts specified in such subsections bear a reasonable
relationship to, and are not plainly or grossly disproportionate to, the
probable loss likely to be incurred in connection with any failure by the
Company to obtain or maintain the effectiveness of a Registration Statement,
(iii) one of the reasons for the Company and the Investor reaching an agreement
as to such amounts was the uncertainty and cost of litigation regarding the
question of actual damages, and (iv) the Company and the Investor are
sophisticated business parties and have been represented by sophisticated and
able legal counsel and negotiated this Agreement at arm’s length. 

     (e) Choice of law firm.
The Company shall use a law firm recommended by the Buyers.

3. RELATED OBLIGATIONS.

     (a) The Company shall keep the
Registration Statement effective pursuant to Rule 415 at all times until all
Registrable Securities covered by such Registration Statement have been sold
(the “Registration Period”), which Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading.

     (b) The Company shall prepare and
file with the SEC such amendments (including post-effective amendments) and
supplements to a Registration Statement 

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and the prospectus used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement
effective at all times during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or
sellers thereof as set forth in such Registration Statement. In the case of
amendments and supplements to a Registration Statement which are required to be
filed pursuant to this Agreement (including pursuant to this Section 3(b)) by
reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or
any analogous report under the Securities Exchange Act of 1934, as amended (the
“1934 Act”), the Company shall incorporate such report by reference into
the Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the 1934 Act report is filed
which created the requirement for the Company to amend or supplement the
Registration Statement. 

     (c) The Company shall furnish to
the Investor, (i) such number of copies of the Registration Statement as
declared effective by the SEC and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference, all
exhibits and each preliminary prospectus as Investor may reasonably request,
(ii) such number of copies of the final prospectus included in such Registration
Statement and all amendments and supplements thereto (or such other number of
copies as such Investor may reasonably request in writing) as Investor may
reasonably request and (iii) such other documents as such Investor may
reasonably request in writing from time to time in order to facilitate the
disposition of the Registrable Securities owned by such Investor. Unless
otherwise specified by the Investor, the Company may furnish copies of all such
documents to the Investor in electronic form. The Investor acknowledges that any
obligation under section 5(b)(2) of the 1933 Act to have a prospectus that
satisfies the requirements of section 10(a) of the 1933 Act precede or accompany
the carrying or delivery of a security in a registered offering is satisfied if
the conditions in Rule 172(c) under the 1933 Act have been met. 

     (d) The Company shall use its
best efforts to (i) register and qualify the Registrable Securities covered by a
Registration Statement under such other securities or “blue sky” laws of such
jurisdictions in the United States as any Investor reasonably requests, (ii)
prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (w) make any change to its certificate of
incorporation or by-laws, (x) qualify to do business in any jurisdiction where
it would not otherwise be required to qualify but for this Section 3(d), (y)
subject itself to general taxation in any such jurisdiction, or (z) file a
general consent to service of process in any such jurisdiction. The Company
shall promptly notify the Investor of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or “blue sky”
laws of any 

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jurisdiction in the United States or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.

     (e) As promptly as practicable
after becoming aware of such event or development, the Company shall notify the
Investor in writing of the happening of any event as a result of which the
prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omission to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading (provided
that in no event shall such notice contain any material, nonpublic information),
and promptly prepare a supplement or amendment to such Registration Statement to
correct such untrue statement or omission, and deliver ten (10) copies of such
supplement or amendment to the Investor. The Company shall also promptly notify
the Investor in writing (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when a Registration Statement or
any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to the Investor by facsimile on the same day of
such effectiveness), (ii) of any request by the SEC for amendments or
supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

     (f) The Company shall use its
best efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement, or the suspension of the
qualification of any of the Registrable Securities for sale in any jurisdiction
within the United States of America and, if such an order or suspension is
issued, to obtain the withdrawal of such order or suspension at the earliest
possible moment and to notify the Investor of such order and the resolution
thereof or its receipt of actual notice of the initiation or threat of any
proceeding for such purpose.

     (g) Upon written request, the
Company shall make available for inspection by (i) any Investor and (ii) one (1)
firm of accountants or other agents retained by the Investor (collectively, the
“Inspectors”) all pertinent financial and other records, and pertinent
corporate documents and properties of the Company (collectively, the
“Records”), as shall be reasonably deemed necessary by each Inspector,
and cause the Company’s officers, directors and employees to supply all
information which any Inspector may reasonably request in writing; provided,
however, that each Inspector shall agree, and the Investor hereby agrees, to
hold in strict confidence and shall not make any disclosure (except to an
Investor) or use any Record or other information which the Company determines in
good faith to be confidential, and of which determination the Inspectors are so
notified, unless (a) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in any Registration Statement or is otherwise
required under the 1933 Act, (b) the release of such Records is ordered pursuant
to a final, non-appealable subpoena or order from a court or government body of
competent jurisdiction, or (c) the information in such Records has been made
generally available to the public other than by disclosure in violation of this
or any other agreement of which the Inspector and the Investor has knowledge.
The Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at
its expense, 

5




to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, the Records deemed confidential.

     (h) The Company shall hold in
confidence and not make any disclosure of information concerning an Investor
provided to the Company unless (i) disclosure of such information is necessary
to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any
Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction, or (iv) such information has been
made generally available to the public other than by disclosure in violation of
this Agreement or any other agreement. The Company agrees that it shall, upon
learning that disclosure of such information concerning an Investor is sought in
or by a court or governmental body of competent jurisdiction or through other
means, give prompt written notice to such Investor and allow such Investor, at
the Investor’s expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.

     (i) The Company shall use its
best efforts either to cause all the Registrable Securities covered by a
Registration Statement (i) to be listed on each securities exchange on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such Registrable Securities is then permitted under the
rules of such exchange or (ii) the inclusion for quotation on the OTC Bulletin
Board for such Registrable Securities. The Company shall pay all fees and
expenses in connection with satisfying its obligation under this Section
3(j).

     (j) The Company shall cooperate
with the Investor, to the extent applicable, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend)
representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts,
as the case may be, as the Investor may reasonably request in writing and
registered in such names as the Investor may request.

     (k) The Company shall use its
best efforts to cause the Registrable Securities covered by the applicable
Registration Statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to consummate the
disposition of such Registrable Securities.

     (l) The Company shall make
generally available to its security holders as soon as practical, but not later
than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with the provisions of Rule 158 under the 1933 Act)
covering a twelve (12) month period beginning not later than the first day of
the Company’s fiscal quarter next following the effective date of the
Registration Statement.

     (m)The Company shall otherwise
use its best efforts to comply with all applicable rules and regulations of the
SEC in connection with any registration hereunder.

     (n) Within two (2) business days
after a Registration Statement which covers Registrable Securities is declared
effective by the SEC, the Company shall deliver, and 

6




shall cause legal counsel for the Company to deliver, to the
transfer agent for such Registrable Securities (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A.

     (o) The Company shall take all
other reasonable actions necessary to expedite and facilitate the lawful
disposition by the Investor of Registrable Securities pursuant to a Registration
Statement.

4. OBLIGATIONS OF THE
INVESTOR.

     The Investor agrees that, upon
receipt of any notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of 3(e), such Investor will
immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such
Investor’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 3(e) or receipt of notice that no supplement or
amendment is required. Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to deliver unlegended certificates for shares of
Common Stock to a transferee of an Investor in accordance with the terms of the
Securities Purchase Agreement in connection with any sale of Registrable
Securities with respect to which an Investor has entered into a contract for
sale prior to the Investor’s receipt of a notice from the Company of the
happening of any event of the kind described in Section 3(f) or the first
sentence of 3(e) and for which the Investor has not yet settled.

5. EXPENSES OF REGISTRATION.

     All expenses incurred in
connection with registrations, filings or qualifications pursuant to Sections 2
and 3, including, without limitation, all registration, listing and
qualifications fees, printers, legal and accounting fees shall be paid by the
Company. 

6. INDEMNIFICATION.

     With respect to Registrable
Securities which are included in a Registration Statement under this
Agreement:

     (a) To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless
and defend the Investor, Investor’s directors, officers, partners, employees,
agents, representatives of, and each Person, if any, who controls the Investor
within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified
Person”), against any losses, claims, damages, liabilities, judgments,
fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in
settlement or expenses, joint or several (collectively, “Claims”)
incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court or governmental, administrative or other regulatory agency,
body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto (“Indemnified Damages”), to which any
of them may become subject insofar as such Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in
a Registration Statement or any post-effective amendment thereto or in any
filing made in connection with the qualification of 

7




the offering under the securities or other “blue sky” laws of
any jurisdiction in which Registrable Securities are offered (“Blue Sky
Filing”), or the omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; (ii) any untrue statement or alleged untrue statement of a material
fact contained in any final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the
omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the
statements therein were made, not misleading; or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation there under relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”). The Company
shall reimburse the Investor and each such controlling person promptly as such
expenses are incurred and are due and payable, for any legal fees or
disbursements or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by such Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (y) shall not be
available to the extent such Claim is based on a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investor pursuant to Section 9 hereof.

     (b) In connection with a
Registration Statement, the Investor agrees to indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section
6(a), the Company, each of its directors, each of its officers, employees,
representatives, or agents and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each an “Indemnified
Party”), against any Claim or Indemnified Damages to which any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
Claim or Indemnified Damages arise out of or is based upon any Violation, in
each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the
Company by such Investor expressly for use in connection with such Registration
Statement; and, subject to Section 6(d), such Investor will reimburse any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of such
Investor, which consent shall not be unreasonably withheld; provided, further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such


8




Registration Statement. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(b)
with respect to any prospectus shall not inure to the benefit of any Indemnified
Party if the untrue statement or omission of material fact contained in the
prospectus was corrected and such new prospectus was delivered to the Investor
prior to the Investor’s use of the prospectus to which the Claim relates.

     (c) Promptly after receipt by an
Indemnified Person or Indemnified Party under this Section 6 of notice of the
commencement of any action or proceeding (including any governmental action or
proceeding) involving a Claim, such Indemnified Person or Indemnified Party
shall, if a Claim in respect thereof is to be made against any indemnifying
party under this Section 6, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to
retain its own counsel with the fees and expenses of not more than one (1)
counsel for such Indemnified Person or Indemnified Party to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
or Indemnified Party and the indemnifying party would be inappropriate due to
actual or potential differing interests between such Indemnified Person or
Indemnified Party and any other party represented by such counsel in such
proceeding. The Indemnified Party or Indemnified Person shall cooperate fully
with the indemnifying party in connection with any negotiation or defense of any
such action or claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Indemnified Party
or Indemnified Person which relates to such action or claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent;
provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Indemnified Party or Indemnified Person, consent to entry
of any judgment or enter into any settlement or other compromise which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided
for hereunder, the indemnifying party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations relating to the matter for which indemnification has been made.
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified
Party under this Section 6, except to the extent that the indemnifying party is
prejudiced in its ability to defend such action.

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     (d) The indemnification required
by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are
received or Indemnified Damages are incurred.

     (e) The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar
right of the Indemnified Party or Indemnified Person against the indemnifying
party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.

7. CONTRIBUTION.

     To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which it
would otherwise be liable under Section 6 to the fullest extent permitted by
law; provided, however, that: (i) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any seller of Registrable Securities
who was not guilty of fraudulent misrepresentation; and (ii) contribution by any
seller of Registrable Securities shall be limited in amount to the net amount of
proceeds received by such seller from the sale of such Registrable
Securities.

8. REPORTS UNDER THE 1934
ACT.

     With a view to making available
to the Investor the benefits of Rule 144 the Company agrees to:

     (a) make and keep public
information available, as those terms are understood and defined in Rule
144;

     (b) file with the SEC in a timely
manner all reports and other documents required of the Company under the 1933
Act and the 1934 Act so long as the Company remains subject to such requirements
(it being understood that nothing herein shall limit the Company’s obligations
under Section 4(c) of the Securities Purchase Agreement) and the filing of such
reports and other documents as are required by the applicable provisions of Rule
144; and

     (c) furnish to the Investor so
long as the Investor owns Registrable Securities, promptly upon written request,
(i) a written statement by the Company that it has complied with the public
information requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investor to sell such securities
pursuant to Rule 144(b)(1) without registration.

9. AMENDMENT OF REGISTRATION
RIGHTS.

     Provisions of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and Investor. Any amendment or waiver effected in


10




accordance with this Section 9 shall be binding upon the
Investor and the Company. No such amendment shall be effective to the extent
that it applies to fewer than all of the holders of the Registrable Securities.
No consideration shall be offered or paid to any Person to amend or consent to a
waiver or modification of any provision of any of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.

10. MISCELLANEOUS.

     (a) A Person is deemed to be a
holder of Registrable Securities whenever such Person owns or is deemed to own
of record such Registrable Securities. If the Company receives conflicting
instructions, notices or elections from two (2) or more Persons with respect to
the same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election received from the registered owner of such
Registrable Securities.

     (b) 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 receipt, when
sent by facsimile (provided confirmation of transmission is mechanically or
electronically generated and kept on file by the sending party); or (iii) one
(1) 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:

	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 Investor, to: 	Trafalgar Capital Specialized Investment Fund    
	  	8-10 Rue Mathias Hardt 
	  	BP 3023 
		L-1030 Luxembourg 
	  	Attention:         
      Andrew Garai, Chairman of the Board of 
	  	                           
      Trafalgar Capital Sarl, General Partner 
	  	Facsimile:          
      011-44-207-405-0161 and 
	  	                           
      001-786-323-1651 


11





	With a 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 


or to such other address and/or facsimile number and/or to the
attention of such other person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a courier or overnight courier 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.

     (c) Failure of any party to
exercise any right or remedy under this Agreement or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver
thereof.

     (d) The laws of the State of
Florida shall govern all issues concerning the relative rights of the Company
and the Investor as 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 jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Florida Each party hereby
irrevocably submits to the non-exclusive jurisdiction of the State Courts of the
State of Florida sitting in Broward County, Florida and federal courts for the
Southern District of Florida for the adjudication of any dispute hereunder or in
connection herewith 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.
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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
AGREES NOT TO REQUEST, A JURY TRIAL FOR THE 

12




ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     (e) This Agreement, the
Irrevocable Transfer Agent Instructions, the Securities Purchase Agreement and
related documents including the Debenture and the Escrow Agreement dated the
date hereof by and among the Company, the Investor, and The Law Office of James
G. Dodrill II, P.A. (the “Escrow Agreement”) and the Security Agreement
dated the date hereof (the “Security Agreement”) constitute the entire
agreement among the parties hereto with respect to the subject matter hereof and
thereof. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein. This Agreement, the
Irrevocable Transfer Agent Instructions, the Securities Purchase Agreement and
related documents including the Debenture, the Escrow Agreement and the Security
Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.

     (f) This Agreement shall inure to
the benefit of and be binding upon the permitted successors and assigns of each
of the parties hereto.

     (g) The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.

     (h) This Agreement may be
executed in identical counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement. This Agreement,
once executed by a party, may be delivered to the other party hereto by
facsimile transmission of a copy of this Agreement bearing the signature of the
party so delivering this Agreement.

     (i) 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.

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.

     (j) 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

13




     IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed as of
day and year first above written.

		 	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 


14




EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION
STATEMENT

Attention:

Re: Fox Petroleum,
Inc.

Ladies and Gentlemen:

     We are counsel to Fox Petroleum,
Inc., a Nevada corporation (the “Company”), and have represented
the Company in connection with that certain Securities Purchase Agreement (the
“Securities Purchase Agreement”) entered into by and among the Company
and Trafalgar Capital Specialized Investment Fund, Luxembourg (the
“Investor”) pursuant to which the Company issued to the Investor shares
of its Common Stock, par value US$
_______
per share (the “Common
Stock”). Pursuant to the Purchase Agreement, the Company also has entered
into a Registration Rights Agreement with the Investor (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things,
to register the Registrable Securities (as defined in the Registration Rights
Agreement) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with the Company’s obligations under the Registration Rights
Agreement, on ________________, the Company filed a Registration Statement on
Form ________(File No. 333-_____________) (the “Registration Statement”)
with the Securities and Exchange SEC (the “SEC”) relating to the
Registrable Securities which names each of the Investor as a selling stockholder
there under.

     In connection with the foregoing,
we advise you that a member of the SEC’s staff has advised us by telephone that
the SEC has entered an order declaring the Registration Statement effective
under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a
member of the SEC’s staff, that any stop order suspending its effectiveness has
been issued or that any proceedings for that purpose are pending before, or
threatened by, the SEC and the Registrable Securities are available for resale
under the 1933 Act pursuant to the Registration Statement.

	  	Very truly yours, 
	  	[INSERT NAME OF COMPANY COUNSEL] 
	 	 
		By:
      ______________________________________________________ 
	cc: Trafalgar Capital Specialized Investment
      Fund, Luxembourg