Filed by sedaredgar.com - Fox Petroleum, Inc. - Exhibit 10.1






Amendment to Securities Purchase Agreement, Secured
Debenture, Registration 
Rights Agreement and Security
Agreement 

          This
Amendment to Securities Purchase Agreement, Secured Debenture, Registration
Rights Agreement and Security Agreement (“Amendment”) is entered into this 31st
day of October 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 (“Buyer”). 

          WHEREAS,
the Company and Buyer have executed a Securities Purchase Agreement through
which the Buyer has purchased secured debentures (the “Secured
Debentures”), which are convertible into shares of the Company’s common
stock, par value $.0001 (the “Common Stock”) (as converted, the
“Conversion Shares”); and

          WHEREAS,
in connection with such Securities Purchase Agreement, the Company has also
issued to Buyer various Warrants to purchase shares of the Common Stock of the
Company; and 

          WHEREAS,
the Securities Purchase Agreement, the Debentures, the Registration Rights
Agreement, the Escrow Agreement dated June 24, 2008, the Irrevocable Transfer
Agent Instructions, the Pledge and Escrow Agreement and the Warrants, each as
amended as the case may be, are collectively referred to herein as the
“Agreements”; and 

          WHEREAS
the Company and Buyer have mutually agreed to the following amendments to the
Agreements, which shall be incorporated into the Agreements as if the Agreements
originally included such terms;

          NOW,
THEREFORE, in consideration of the foregoing and in consideration of the mutual
promises set forth herein, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows: 

	 	1. 	
      Capitalized Terms not defined herein shall have the
      definitions set forth in the Agreements.

	 	 	 
	 	2. 	
      The Purchase Price shall be increased to Three Million
      Five Hundred Thousand Dollars ($3,500,000), One Million Dollars
      ($1,000,000) of which shall be delivered to the Company on the date
      hereof. The Company shall enter into a “lock box” agreement covering
      revenue generated by the Company which shall be executed prior to November
      21, 2008. Failure by the Company to execute such “lock box” agreement
      shall be deemed an Event of Default hereunder, under the New Debenture (as
      defined herein) and under the Agreements.

	 	 	 
	 	3. 	
      The Warrant is amended such that it shall be exercisable
      for a total of two million (2,000,000) shares of Common Stock at an
      exercise price equal to one-tenth of one cent ($0.001) per share. The
      shares of Common Stock into which the Warrant is exercisable shall be
      considered Registrable Securities and shall be registered
  within



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      thirty days of the date hereof, subject to compliance
      with Rule 415 as promulgated under the Securities Act of 1933, as amended,
      or any Rule 415 comments or restrictions placed by the Securities and
      Exchange Commission on the registration statement for the Registrable
      Securities. A replacement Warrant, in the form attached hereto as Exhibit
      A shall be executed by the Company on the date hereof which shall replace
      the original Warrant. At the Closing, Buyer shall deliver to the Company
      its originally executed original Warrant in order to be exchanged for the
      replacement Warrant, as contemplated by this Section 3.

	 	 	 
	 	4. 	
      The Company additionally agrees to issue to the Buyer two
      million five hundred thousand (2,500,000) shares of Common Stock, which
      shall be considered Registrable Securities and which shall be registered
      within thirty days of the date hereof, subject to compliance with Rule 415
      as promulgated under the Securities Act of 1933, as amended, or any Rule
      415 comments or restrictions placed by the Securities and Exchange
      Commission on the registration statement for the Registrable
      Securities.

	 	 	 
	 	5. 	
      The Secured Debenture shall be amended and extended such
      that the Secured Debenture shall be separated into two Secured Debentures,
      each of which shall be for a total principal amount of One Million Two
      Hundred Fifty Thousand Dollars ($1,250,000), as set forth in the Secured
      Debentures attached hereto as Exhibits B and C the executed versions of
      which shall replace the previously executed Secured Debenture.

	 	 	 
	 	6. 	
      The Company shall also issue a new Secured Debenture in
      the principal amount of One Million Dollars ($1,000,000) (the “New
      Debenture”) issued effective October 31, 2008, which contains mandatory
      redemption provisions, as set forth in the Secured Debenture attached
      hereto as Exhibit D.

	 	 	 
	 	7. 	
      The Company shall issue to the Buyer an additional
      Fifteen Million (15,000,000) shares of Common Stock, which shall serve as
      additional Pledged Property as defined in the Security Agreement. Failure
      to deliver the shares on or prior to November 14, 2008 shall be deemed an
      Event of Default hereunder, under the New Debenture (as defined herein)
      and under the Agreements. An amended Security Agreement shall be executed
      in the form attached hereto as Exhibit E.

	 	 	 
	 	8. 	
      The Company’s use of the One Million Dollars received
      pursuant to the New Debenture shall require the prior written approval of
      the Buyer.

	 	 	 
	 	9. 	
      The Buyer shall have the first right of refusal to
      provide additional funding to the Company.

	 	 	 
	 	10. 	
      Upon the disbursement of the additional One Million
      Dollars relating to the purchase of the New Debenture, the Company shall
      pay to the Buyer one (1)



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      interest payment due on the each of the three Debentures
      on the date hereof, which shall be paid directly from the proceeds of the
      Closing.

	 	 	 
	 	11. 	
      Within ten (10) business days of the date hereof, the
      Company shall enter into an exclusive investment banking agreement with
      Trafalgar Capital Advisors.

	 	 	 
	 	12. 	
      The Buyer shall have received an opinion of counsel from
      counsel to the Company in a form satisfactory to the Buyer.

	 	 	 
	 	13. 	
      The Company has agreed to pay a legal and documentation
      review fee to James G. Dodrill II, P.A. of Seven Thousand Five Hundred
      Dollars ($7,500), which shall be paid directly from the proceeds of the
      Closing.

	 	 	 
	 	14. 	
      Failure by the Company to comply with any of the
      requirements herein shall be deemed to constitute an event of default
      under each of the three Secured Debentures and under the
  Agreements.

	 	 	 
	 	15. 	
      All other terms of the Agreements remain
  unchanged.

	 	 	 
	 	16. 	
      This Amendment may be executed in any number of
      counterparts, each of which when so executed shall be deemed to be an
      original and, all of which taken together shall constitute one and the
      same Amendment.

	 	 	 
	 	17. 	
      This Amendment shall be governed by and construed and
      enforced in accordance with and governed by the laws of the State of
      Florida (without giving effect to any conflicts or choice of law
      provisions thereof that would cause the application of the domestic
      substantive laws of any other jurisdiction).



IN WITNESS WHEREOF, the parties have executed this Amendment to
Securities Purchase Agreement as of the Date first set forth above. 

	Fox Petroleum, Inc. 	 	Trafalgar Capital Specialized
    
	  	  	 	Investment Fund, Luxembourg 
	  	  	 	  	  
	  	  	 	By: 	Trafalgar Capital Sarl 
	  	  	 	Its: 	General Partner 
	  	  	 	  	  
	  	  	 	  	  
	By: 	/s/ Richard Joseph Moore 	 	By: 	/s/ Andrew Garai 

	Name: 	Mr. Richard Joseph Moore 	 	Name: 	Andrew Garai 
	Title: 	CEO and Director 	 	Title: 	Chairman of the Board 


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