Filed by Automated Filing Services Inc. (604) 609-0244 - Fox Petroleum Inc. - Exhibit 10.5






Farm-In Agreement for Farm-in to UKCS Petroleum Production
Licences P.1211 
Block 14/14b and P.1288 Blocks 14/8a
and 14/9a 

This Farm-In Agreement (“FIA”) dated 7th June 2007 is by
and between; 

1. Granby Enterprises Limited, a company incorporated in
England and Wales (registered number 4388397) with its registered office at
Antholin House, 71 Queen St, London EC4N 4TL (“Granby”); and 

2. Atlantic Petroleum UK Limited a company incorporated
in England and Wales (registered number 4395761) and having its registered
office at 4th Floor, 15 - 16 New Burlington Street, London. W1S 3BJ
(“Atlantic”); and 

3. Fox Energy Exploration Limited, a company
incorporated in England and Wales (registered number 6251095) and having its
registered office at 3rd Floor 15 Poland Street, London W1F 8QE (“Fox”), 

(hereinafter “Party” or “Parties” as the context requires).


WHEREAS: 

	A. 	
      At the date hereof, Granby is the sole licensee of UK
      Petroleum Production Licences P.1211 and P.1288 and holds one hundred
      percent (100%) of the legal and beneficial right, title and interest in
      Blocks 14/14b, 14/8a and 14/9a as listed in Schedule 1 and Granby is the
      “Operator” of the same.

	 	 
	B. 	
      Licences P.1211 and P.1288 are in the process of being
      merged by the Department of Trade and Industry (‘DTI’) into one licence,
      being P.1211 as revised block 14/14b and 14/9a hereinafter being referred
      to as the “Merged Licence” with a revised “Licence Area” (with coordinates
      as listed in Schedule 5) and revised work obligations (as listed in clause
      2.3).

	 	 
	C. 	
      Atlantic is in the process of acquiring a 50.00% interest
      in Licences P.1211 and P.1288 (Blocks 14/14b, 14/8a and 14/9a) from Granby
      (the “Granby/Atlantic Assignment”) which shall become a 50.00% interest in
      the Merged Licence after completion of the merger of Licences P.1211 and
      P.1288 by the DTI.

	 	 
	D. 	
      Fox wishes to farm-in and acquire from Granby and Granby
      wishes to farm-out and assign to Fox the Farm-In Interest (Granby) (as
      such term is defined below) in accordance with the terms and conditions
      contained in this FIA.

	 	 
	E. 	
      Subject to completion of the Granby/Atlantic Assignment,
      Fox wishes to farm-in and acquire from Atlantic and Atlantic wishes to
      farm-out and assign to Fox the



1





		
      Farm-In Interest (Atlantic) (as such term is defined
      below) in accordance with the terms and conditions contained in this
      FIA.

	 	 
	F. 	
      Granby and, subject to completion of the Granby/Atlantic
      Assignment, Atlantic shall also grant to Fox an option to acquire a
      further 26.67% interest in the Merged Licence in accordance with the terms
      and conditions contained in this FIA



NOW IT IS THEREFORE AGREED AS FOLLOWS: 

	1. 	
      Definitions and Scope

	 	 	 	 
		1.1 	
      For the purposes of this FIA, unless the context
      otherwise requires, the following terms shall have the meanings ascribed
      thereto below:

	 	 	 	 
			
      “Completion” means the completion of the transfer of the
      Farm-In Interest (Granby) and the Farm-In Interest (Atlantic) respectively
      from Granby and Atlantic to Fox in accordance with the provisions of this
      FIA.

	 	 	 	 
			
      “Effective Date” means 1st June
2007.

	 	 	 	 
			
      “Farm-In Interest (Atlantic)” means:

	 	 	 	 
			(a) 	
      an undivided legal interest in Licence P.1211;
  and

	 	 	 	 
			(b) 	
      an undivided legal interest in Licence P.1288;

	 	 	 	 
				
      (as the same may be varied by reason of the merger of
      Licences P. 1211 and P.1288); and

	 	 	 	 
			(c) 	
      an undivided sixteen point six seven percent (16.67%)
      interest (being a part of Atlantic’s entire undivided beneficial right,
      title and interest) in Blocks 14/14b, 14/8a and 14/9a (as the same may be
      varied by reason of the merger of Licences P.1211 and P.1288).

	 	 	 	 
			
      “Farm-In Interest (Granby)” means:

	 	 	 	 
			(a) 	
      an undivided legal interest in Licence P.1211;
  and

	 	 	 	 
			(b) 	
      an undivided legal interest in Licence P.1288;

	 	 	 	 
				
      (as the same may be varied by reason of the merger of
      Licences P. 1211 and P.1288); and

	 	 	 	 
			(c) 	
      an undivided sixteen point six six percent (16.66%)
      interest (being a part of Granby’s entire undivided beneficial right,
      title and



2




interest) in Blocks 14/14b, 14/8a and
14/9a (as the same may be varied by reason of the merger of Licences P.1211 and
P.1288). 

	 		
      “Licence” means Licence P.1211, Licence P.1288 and/or the
      Merged Licence (as the case may be).

	 	 	 
	 	1.2 	
      The scope of this FIA encompasses the transfer and
      assignment from Granby and Atlantic to Fox, respectively, of the Farm-In
      Interest (Granby) and, subject to completion of the Granby/Atlantic
      Assignment, the Farm-In Interest (Atlantic).




	2. 	
      Farm-In Terms

	 	 	 
		2.1 	
      In consideration of (a) the assignment to Fox from Granby
      of the Farm-In Interest (Granby); and (b) subject to completion of the
      Granby/Atlantic Assignment, the assignment to Fox from Atlantic of the
      Farm-In Interest (Atlantic), Fox agrees to fund its “Farm-In Paying
      Interest Share” (being 100.00% as defined in Schedule 2) of the Seismic
      Costs (as such term is defined in clause 2.4) and its 33.33% share of the
      Licence budget costs from the Effective Date as agreed by the
    Parties.

	 	 	 
		2.2 	
      In addition to the acquisition by Fox of the Farm-In
      Interest (Granby) and the Farm-In Interest (Atlantic) under this FIA,
      Granby and, subject to completion of the Granby/Atlantic Assignment,
      Atlantic shall grant to Fox an exclusive, non transferable option
      (“Option”) to acquire an additional 26.67% interest (‘Option Interest’) in
      the Licence, comprising a 13.34% interest to be assigned from Granby to
      Fox and a 13.33% interest to be assigned from Atlantic to Fox if the
      Option is validly exercised by Fox. The Option shall be granted and
      effective from Completion and shall continue to be valid and exerciseable
      by Fox (by written notice to both Granby and Atlantic) until the date
      being twenty eight days (28) after receipt by Fox of the processed seismic
      data from Fugro (‘Expiry Date’). On the Expiry Date the Option shall
      expire and be of no further force and effect if it has not been previously
      validly exercised. The terms for Fox to acquire the Option Interest shall
      be the payment of 46.67% of the dry hole costs (excluding testing) of the
      Contingent Well (as such term is defined below) (without prejudice to
      Fox’s obligation to fund 33.33% of the dry hole costs (excluding testing)
      of the Contingent Well in respect of the Farm-In Interest (Granby) and the
      Farm-In Interest (Atlantic) transferred to Fox under this FIA). Assignment
      of the Option Interest shall be subject to consent of the Secretary of
      State for Trade and Industry.

	 	 	 
		2.3 	
      The revised work obligations under the Licence as
      confirmed by the DTI are as follows;



(i)      Firm
commitment 

3




The shooting of sufficient High
Resolution 2D Seismic to cover the Licence as agreed with the DTI, and 

(ii)   
 Contingent commitment 

The drilling of a well (‘Contingent
Well’) on the Licence to a depth of 2,500 metres or to 30 metres into the top
Pentland Formation, whichever is the shallower; unless the DTI confirms in
writing that that it would not be justified to drill the Contingent Well, having
regard to the technical information available at the time, and in particular the
results of the following technical studies (‘Contingent Well Terms’): 

		•	
      The interpreted presence of Jurassic sand over the
      Anglesey structural culminations. 

		•	
      The demonstration of 3-way dip closure back to the
      north-west along the tilted fault blocks. 

		•	
      The demonstration of some positive direct hydrocarbon
      indicator (being AVO, amplitude, rock physics) from the new high
      resolution dataset. 




	 	2.4 	
      The high resolution 2D seismic work programme is
      scheduled to commence and be performed by Fugro Survey Ltd in the third
      quarter of 2007. The “Seismic Costs” shall comprise the costs of shooting
      a High Resolution 2D seismic survey and reprocessing using ‘Geocube’ over
      the Licence in accordance with Schedule 6.

	 	 	 
	 	2.5 	
      If under the terms of the Licence the Contingent Well
      Terms are not met (as determined by the DTI) after interpretation of the
      High Resolution 2D Seismic and there becomes no firm obligation under the
      Licence to drill the Contingent Well the Parties shall endeavour to reach
      unanimous agreement under the JOA (as defined below) on whether to
      voluntarily drill the Contingent Well. If any Party votes against drilling
      the Contingent Well then such Party shall withdraw from the Licence and
      shall assign its entire Percentage Interest in the Licence pro rata to the
      continuing Parties and if all Parties vote against drilling the Contingent
      Well the Licence shall be relinquished.

	 	 	 
	 	2.6 	
      The Contingent Well if drilled shall be drilled to a true
      vertical depth of no less than the deeper of the obligation depth under
      the Licence as listed in Schedule 4 or such sufficient depth to test the
      Anglesey Prospect whichever is the greater.

	 	 	 
	 	2.7 	
      Upon Completion, Fox’s Farm-in Paying Interest Share
      (being 100%) of the Seismic Costs shall be due upon and in accordance with
      the invoice from Fugro Survey Ltd as a reimbursement of the Seismic Costs
      paid by Granby and Atlantic. Unless all the Parties hereto agree otherwise
      in writing, all costs incurred under the Licence from the Effective Date
      (save for (a) the



4





	 		
      Seismic Costs which shall be borne 100% by Fox; and (b)
      the Contingent Well costs of which Fox shall bear a total of eighty (80%)
      percent in the event that it has validly exercised the Option and had the
      Option Interest assigned to it) shall, upon Completion, be borne by the
      Parties in accordance with their respective percentage interests in the
      Licence being, on Completion, Granby: 33.34%, Atlantic: 33.33% and Fox:
      33.33%.

	 	 	 
	 	2.8 	
      The Parties agree to negotiate in good faith to agree the
      terms of a Joint Operating Agreement (“JOA”) after Completion, such JOA to
      be based upon the most recent United Kingdom Offshore Operators
      Association (“UKOOA”) industry standard
document.




	3. 	
      Third Party Farminees and Assignment of Licence
      Interest

	 	 	 
		3.1 	
      With respect to the Licence, the assignment of the
      Farm-In Interest (Granby) and, subject to completion of the
      Granby/Atlantic Assignment, the Farm-In Interest (Atlantic) under this
      FIA, to Fox shall be made by Granby and Atlantic, respectively, from their
      legal and beneficial interests as listed in Schedule 1.

	 	 	 
		3.2 	
      The assignment of the Farm-In Interest (Granby) and,
      subject to completion of the Granby/Atlantic Assignment, the Farm-In
      Interest (Atlantic) under this FIA to Fox shall be subject to their
      reassignment by Fox to Granby and Atlantic, respectively, (without
      prejudice to any other remedies available to Granby and/or Atlantic) in
      the event of material non-performance of the obligations of Fox in respect
      of the Licence under this FIA, provided that Fox is given at least
      fourteen (14) days written notice to remedy any default.

	 	 	 
	4. 	
      Completion

	 	 	 
		4.1 	
      Completion of the assignment of the Farm-In Interest
      (Granby) and the Farm-In Interest (Atlantic) to Fox under this FIA shall
      be subject to the following conditions precedent; (i) confirmation from
      the DTI that the Licences P.1211 and P.1288 have been merged and reissued
      into one merged Licence; (ii) the Secretary of State for Trade and
      Industry’s consent being obtained to the assignment of the Farm-In
      Interest (Granby) and the Farm-In Interest (Atlantic) to Fox; (iii)
      payment by Fox on behalf of Granby and Atlantic of 100.00% of the Seismic
      Costs; (iv) completion of the Granby/Atlantic Assignment; and (v)
      completion by the Parties of assignment documentation.

	 	 	 
		4.2 	
      The Parties shall each use their reasonable endeavours to
      procure satisfaction of the conditions precedent referred to in Clause 4.1
      (i) to (v) inclusive as soon as reasonably practicable after the date of
      this FIA. Unless said conditions precedent have been satisfied or waived
      by 31st July 2007 this FIA shall terminate without liability or
      other responsibility on any



5





	 		
      Party, subject always to each Party’s obligation to use
      reasonable endeavours as aforesaid.

	 	 	 
	 	4.3 	
      The Parties agree that the assignment documentation
      (referred to in clause 4.1) shall be based on standard industry
      documentation but not under the Master Deed process.

	 	 	 
	 	4.4 	
      Completion shall take place on the day which falls two
      (2) days after the date on which the last condition precedent is satisfied
      or waived (or on such other day as the Parties may
  agree).




	5. 	
      Operatorship, Warranties and
    Liability

	 	 	 
		5.1 	
      Granby shall be Operator of the Licence. However, if
      Granby is required to transfer operatorship of the Licence to another
      co-venturer (or another co- venturer becoming contract Operator) under the
      Licence for the purposes of drilling the Contingent Well (such as a
      drilling rig being under contract to such co-venturer and available to
      drill the Contingent Well) then the Parties agree to support such transfer
      of operatorship provided that such co-venturer has demonstrated to the
      reasonable satisfaction of all Parties its ability to operate the
      Licence.

	 	 	 
		
      5.2 
	
      Granby warrants to Fox that Granby is a licensee of
      Licences P.1211 and P. 1288 (as the same may be varied by reason of the
      merger of Licences P. 1211 and P.1288) and that it holds a 50.00% legal
      and beneficial interest in Blocks 14/14b, 14/8a and 14/9a (as the same may
      be varied by reason of the merger of Licences P.1211 and P.1288) and that
      to the best of its knowledge and belief there are no encumbrances or
      adverse claims being actual, pending or threatened against the Farm-In
      Interest (Granby) to be assigned to Fox. This warranty shall be deemed to
      be repeated at Completion.

	 	 	 
		5.3 	
      Subject to completion of the Granby/Atlantic Assignment,
      Atlantic warrants to Fox that Atlantic is a licensee of Licences P.1211
      and P.1288 (as the same may be varied by reason of the merger of Licences
      P.1211 and P.1288) and that it holds a 50.00% legal and beneficial
      interest in Blocks 14/14b, 14/8a and 14/9a (as the same may be varied by
      reason of the merger of Licences P.1211 and P.1288) and that to the best
      of its knowledge and belief there are no encumbrances or adverse claims
      being actual, pending or threatened against the Farm-In Interest
      (Atlantic) to be assigned to Fox. This warranty shall be deemed to be
      repeated at Completion.

	 	 	 
		5.4 	
      Each of the Parties represents and warrants at the date
      of this FIA that it has the legal right, power and authority to execute
      and enter into this FIA and that the execution of and performance under
      this FIA will not constitute or cause a breach of or default under any
      other agreement or arrangement to



6





	 		
      which it is a party and such representation and warranty
      shall be deemed to be repeated at Completion.

	 	 	 
	 	5.5 	
      Except in the event of fraud or wilful concealment, no
      Party shall be liable to any other Party for indirect or consequential
      loss including loss of profits or business opportunity howsoever
      arising.




	6. 	
      Governing Law, Assignment and
  General

	 	 	 
		6.1 	
      This FIA shall be governed by and construed in accordance
      with English law and each Party irrevocably submits to the excusive
      jurisdiction of the English courts as regards any claim or matter arising
      under or in connection with this FIA.

	 	 	 
		6.2 	
      Unless expressly stated, no term this FIA is intended to
      be enforceable by third parties under the Contracts (Rights of Third
      Parties) Act 1999.

	 	 	 
		6.3 	
      This FIA shall not be assignable unless with the written
      agreement of all Parties except that any Party may assign all or part of
      its interest under this FIA and under the Licence to an Affiliate
      incorporated in England and Wales of such Party. For the purposes of this
      FIA an Affiliate shall be defined as any company or legal entity which (a)
      controls either directly or indirectly a Party, or (b) which is controlled
      directly or indirectly by such Party or (c) is directly or indirectly
      controlled by a company or entity which directly or indirectly controls
      such Party. “Control” means the right to exercise 50% or more of the
      voting rights in the appointment of the directors of such
  company.

	 	 	 
		6.4 	
      Each Party shall be responsible for its own costs in
      connection with the preparation and negotiation of this FIA and any
      documents contemplated by it including, without limitation, the
  JOA.

	 	 	 
		6.5 	
      This FIA represents the entire understanding of the
      Parties in relation to the matters dealt with herein and supersedes all
      prior understandings and negotiations of the Parties in respect of such
      matters.

	 	 	 
		6.6 	
      This FIA is not intended to constitute and shall not be
      construed so as to constitute any partnership or association.

	 	 	 
		6.7 	
      No waiver by any Party of any breach of a provision of
      this FIA shall be binding unless made expressly in writing signed by or on
      behalf of the Party granting such waiver. Further, any such waiver shall
      relate only to the breach to which it expressly relates and shall not
      apply to any subsequent or other breach, and the giving of any time or
      indulgence shall not constitute a waiver.



7





	 	6.8 	
      The illegality, invalidity or unenforceability of any
      provision of this FIA or any part thereof shall not affect the legality,
      validity or enforceability of any other part thereof or of any other
      provision.

	 	 	 
	 	6.9 	
      The terms and conditions of this FIA may only be varied
      by an agreement in writing signed by an authorised representative of each
      of the Parties and specifically referring to this
FIA.




	7. 	
      Announcements and Confidentiality

	 	 	 
		7.1 	
      This FIA is confidential to the Parties and their
      respective advisers. Save in respect of disclosure to each Party’s
      advisers which is hereby authorised by all Parties, none of the Parties
      shall make any disclosure or announcements regarding the existence of this
      FIA or the matters contained in this FIA, unless the Party wishing to make
      such disclosure or announcement has first obtained the written consent of
      the other Parties, save for any disclosures or announcements which such
      Party is obliged to make by law or by any governmental, statutory or
      regulatory body or to comply with the rules of any recognized stock
      exchange in which event such Party shall give advance written notice to
      the other Parties of such disclosure or announcement.

	 	 	 
	8. 	
      Taxation

	 	 	 
		8.1 	
      The Parties agree that the Licence disposals referred to
      in both clauses 2.1 and 2.2 fall within section 194 of the Taxation of
      Chargeable Gains Act 1992 and section 553 of the Capital Allowances Act
      2001 and that they will each file their tax returns on this
  basis.

	 	 	 
		8.2 	
      All sums payable and other consideration given under this
      Agreement are exclusive of value added tax (“VAT”), which will be added
      where applicable and will be payable by the relevant purchaser on
      production of a valid VAT invoice.

	 	 	 
		8.3 	
      Granby and Atlantic confirm that they are each registered
      as a taxable person for the purposes of VAT as at the date of
      Completion.

	 	 	 
		8.4 	
      Notwithstanding that the Parties believe that the sales
      and transfers hereunder are transactions which are outside the scope of
      VAT by virtue of the Value Added Tax (Special Provisions) Order 1995, or
      Article 5 of the Value Added Tax (Place of Supply of Services) Order 1992,
      in the event that any Party is advised in writing by HM Revenue &
      Customs after full disclosure of all material facts that any transaction
      hereunder is subject to VAT, the relevant purchaser undertakes that, if
      called upon to do so by the relevant seller, it will pay to the relevant
      seller on presentation by the relevant seller of a VAT invoice any amounts
      properly due in respect of VAT set out in such invoice within thirty (30)
      days of demand.



8





	 	8.5 	
      If required, the Parties agree that the relevant seller
      shall make an application to the Commissioners of Revenue & Customs
      under section 49(1)(b) of the Value Added Tax Act 1994 for a direction
      that any records relating to the Licence(s) which under paragraph 6,
      Schedule 11 of the Value Added Tax Act 1994 have been maintained by the
      relevant seller or its affiliates should be preserved by the relevant
      seller or its affiliates. The relevant seller shall forthwith upon receipt
      thereof provide the relevant purchaser with a copy of any such direction,
      and the relevant purchaser shall retain access at all reasonable times
      during business hours to all books and records retained by the relevant
      seller or its affiliates in relation to VAT matters concerning the
      Licence(s), and the relevant seller covenants to retain such records as
      required by paragraph 6, Schedule 11 of the Value Added Tax Act
    1994.



IN WITNESS WHEREOF, the Parties have all their required
corporate approvals to execute this FIA as a valid and binding understanding
between them effective on the date first written above. 

 

Granby Enterprises Limited 

 

By: /s/ Robert Moore 

 

Atlantic Petroleum UK Limited 

 

By: /s/ David Hill 

 

Fox Energy Exploration Limited 

 

By: /s/ Alexander Craven 

9




Schedule to Farm-In Agreement for UKCS Petroleum
Production Licences P.1211 
Block 14/14b and P.1288
Blocks 14/8a and 14/9b

Schedule 1 – Initial Licence Percentage Interests prior to
farm-in by Fox 


	Licences 
	Block 
	Granby’s Initial 
Interest
    	Atlantic’s Initial 
Interest
    
	P.1211 	14/14b 	50.00% 	50.00% 
	P.1288 	14/8a & 14/9a 	50.00% 	50.00% 



Schedule 2 – Fox’s Farm-In Paying Interest Share for Seismic
Costs in Merged Licence 


	Licence 
after 
merger 	Blocks after 
merger of the
      
Licences 	Fox’s 
Farm-In Paying
      
Interest Share 
	P.1211 	14/14b and 14/9a 	100.00% 



Schedule 3 - Licence Percentage Interests after assignment
to Fox of the Farm-In Interest (Granby) and the Farm-In Interest
(Atlantic)


	Merged Licence 
as reissued by the
      
DTI 	Blocks after 
merger
      of 
the Licences 	Example Prospect 
Mapped by
      
Granby	Granby 
Interest 	Atlantic 
Interest 
	Fox 
Farm-In
      
Interest 
	P.1211 	14/9a, 	Anglesey 	33.34% 	33.33% 	33.33% 
	  	14/14b 	  	  	  	  



Schedule 4 – Minimum Licence Obligation Contingent Well
Drilling Depth (True Vertical Depth Sub Sea in Meters)


	Merged 
Licence 
	Blocks after 
merger of the
      
Licences 	Contingent Well Licence
      Drilling Depth (mTVDSS) 


	P.1211 	14/14b and 14/9a 	One contingent well to be drilled
      to the shallower of 2500mTVDSS or 30m into the top Pentland Formation
  



10




Schedule 5- Coordinates for Licence after merger of P.1288
into P.1211 

 

PDF from DTI of new Merged Licence coordinates to be inserted


 

 

11





 





 




Schedule 6- Licence Seismic Programme 

Acquisition of 1,545 line Kms High Resolution 2D Seismic and
processing using ‘Geocube’ to be shot and processed by Fugro Survey Ltd. 

Budgeted costs of GBP 956,620 including contingency. 

 

 

12