Filed by Automated Filing Services Inc. (604) 609-0244 - Fox Petroleum Inc. - Exhibit 10.7






ESCROW AGREEMENT 

THIS ESCROW AGREEMENT (“Agreement”) dated effective as of June
8, 2007. 

AMONG: 


  
    
      
        
          ALEX CRAVEN, of 64 Knightsbridge, London,
            England SW1X 7JF 

          (“Mr. Craven”) 

        

      

    

  



AND: 


  
    
      
        
          RICHARD MOORE, of 1115 Finchley Road, London,
            NW11 0QD 

          (“Mr. Moore”) 

        

      

    

  



AND: 


  
    
      
        
          FOX PETROLEUM INC., a public company incorporated
            under the laws of the State of Nevada, with an office at 64 Knightsbridge,
            London, England, SW1X 7JF 

          (“Fox”) 

        

      

    

  



AND: 


  
    
      
        
          CLARK WILSON LLP, of 800 – 885 West Georgia
            Street, Vancouver, BC V6C 3H1 

          (the “Escrow Agent”) 

        

      

    

  



WHEREAS: 

A.          
            In an
Agreement dated June 8th, 2007, Mr. Craven has agreed to sell and Mr. Moore
has agreed to buy, 6,000,000 restricted shares of common stock of Fox (each,
a “Share”); 

B.                      
Mr. Moore, pursuant to an Employment Agreement dated June 8, 2007, (the
“Employment Agreement”) is the President and CEO of Fox (the
“Employment”); and, 

C.                      
Mr. Craven and Mr. Moore have agreed that the Shares will be held by the Escrow
Agent and released only in accordance with the terms of this Agreement. 

THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties covenant
and agree as follows: 




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1.                      
INTERPRETATION 

1.1                    
In this Agreement: 

	 	(a) 	
      the headings have been inserted for convenience of
      reference only and in no way define, limit, or enlarge the scope or
      meaning of the provisions of this Agreement;

	 	 	 
	 	(b) 	
      all references to any party, whether a party to this
      Agreement or not, will be read with such changes in number and gender as
      the context or reference requires; and

	 	 	 
	 	(c) 	
      when the context hereof makes it possible, the word
      “person” includes in its meaning any firm and any body corporate or
      politic.



1.2                    
Unless the context otherwise requires, reference in this Agreement to: 

	 	(a) 	
      "Earned Shares" shall mean the number of Shares to which
      Mr. Moore is entitled to upon termination of the Employment Agreement and
      is to be computed as follows (in the case of a fractional number of Earned
      Shares, the Earned Shares will be rounded down to the nearest whole
      number):





	X 	= 	Y(A) 
	  	  	B 




	 		
      where:

	 	 	 
	 		
      X = Earned Shares

	 	 	 
	 		
      Y = 500,000 Shares

	 	 	 
	 		
      A = The number of calendar days for which the Employment
      Agreement was in effect and not terminated during the relevant three month
      period

	 	 	 
	 		
      B = The number of calendar days in the relevant three
      month period; and

	 	 	 
	 	(b) 	
      “Unearned Shares” shall mean 500,000 Shares less the
      Earned Shares.



2.                      
DEPOSIT INTO ESCROW 

2.1                     Upon
the effective date of this Agreement, Mr. Craven will deliver the Shares, in the
form of twelve share certificates to the Escrow Agent. The twelve share
certificates will each represent 500,000 restricted shares in the capital stock
of Fox. Each of the twelve share certificates will certify that Mr. Moore is the
owner of the Shares represented by that certificate. The Escrow Agent will hold
the Shares in escrow subject to the terms and conditions of this Agreement. 




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3.                     
ESCROW PROVISIONS 

3.1                     Mr.
Craven and Mr. Moore hereby direct the Escrow Agent to retain the Shares and not
to cause anything to be done to release the same from escrow except in
accordance with this Agreement. The Escrow Agent accepts its responsibilities
hereunder and agrees to perform them in accordance with the terms hereof. 

3.2                     The
Escrow Agent will hold the Shares in escrow and will, unless prohibited by an
order of a court of competent jurisdiction: 

	 	(a) 	
      if the Employment Agreement is terminated by any party
      for any reason whatsoever before all of the Shares are to be delivered to
      Mr. Moore pursuant to this Agreement, the Escrow Agent shall deliver the
      Earned Shares being held in escrow to Mr. Moore and deliver all Unearned
      Shares to Fox, the title to which the Unearned Shares shall be transferred
      by Fox to Mr. Craven;

	 	 	 	 
	 	(b) 	
      deliver the Shares to Mr. Moore at the address set out in
      Section 6 of this Agreement, or such other address as advised by Mr. Moore
      in writing from time to time, in the event of the following (collectively,
      “Change of Control Transaction”):

	 	 	 	 
	 		(i) 	
      an acquisition after the date hereof by an individual or
      legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated
      under the Exchange Act) of effective control (whether through legal or
      beneficial ownership of capital stock of Fox, by contract or otherwise) of
      in excess of fifty percent (50%) of the voting securities of Fox (except
      that the acquisition of voting securities by Mr. Moore shall not
      constitute a Change of Control Transaction for purposes hereof),

	 	 	 	 
	 		(ii) 	
      a replacement at one time or over time of more than
      one-half of the members of the board of directors of Fox which is not
      approved by a majority of those individuals who are members of the board
      of directors on the date hereof (or by those individuals who are serving
      as members of the board of directors on any date whose nomination to the
      board of directors was approved by a majority of the members of the board
      of directors who are members on the date hereof),

	 	 	 	 
	 		(iii) 	
      the merger, consolidation or sale of fifty percent (50%)
      or more of the assets of Fox or any subsidiary of Fox in one or a series
      of related transactions with or into another entity, or,

	 	 	 	 
	 		(iv) 	
      the execution by Fox of an agreement to which Fox is a
      party or by which it is bound, providing for any of the events set forth
      in this Section 3.2(b); or,

	 	 	 	 
	 	(c) 	
      except in the circumstances referred to in section 3.2(a)
      and 3.2(b), deliver the Shares to Mr. Moore in accordance with the table
      in Schedule “A” to this Agreement, for so long as Mr. Moore continues his
      Employment.







- 4 - 

3.3                     In
the event that any Unearned Shares are delivered by the Escrow Agent to Fox in
accordance with section 3.2(a) hereof, Fox will have the Unearned Shares
transferred and registered in the name of Mr. Craven promptly upon receipt. 

3.4                     The
Escrow Agent is authorized by Mr. Craven and Mr. Moore to make the deliveries
required by Sections 3.2 and 3.3 of this Agreement. 

3.5                    
In the event that any Unearned Shares are delivered by the Escrow Agent to Fox
in accordance with section 3.2(a) of this Agreement, Fox is authorized by Mr.
Craven and Mr. Moore to transfer those Unearned Shares as required by Section
3.3 of this Agreement.

3.6                     The
provisions of this Section 3 shall survive the termination or resignation of the
Escrow Agent or the termination of this Agreement. 

4.            
          ESCROW
AGENT 

4.1                     In
exercising the rights, duties and obligations prescribed or confirmed by this
Agreement, the Escrow Agent will act honestly and in good faith and will
exercise that degree of care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances. 

4.2                     Fox,
Mr. Craven and Mr. Moore agree that at all times hereafter, they will save,
defend and keep harmless and fully indemnify the Escrow Agent and its successors
and assigns from and against all loss, costs, charges, suits, demands, claims,
damages and expenses which the Escrow Agent, its successors or assigns may at
any time or times hereafter bear, sustain, suffer or be put unto for or by
reason or on account of its acting pursuant to this Agreement or anything in any
manner relating thereto or by reason of the Escrow Agent’s compliance in good
faith with the terms hereof. 

4.3                     In
case proceedings should hereafter be taken in any court respecting the Shares,
the Escrow Agent will not be obliged to defend any such action or submit its
rights to the court until it has been indemnified by other good and sufficient
security in addition to the indemnity given in Clause 4.2 against its costs of
such proceedings. 

4.4                     The
Escrow Agent will have no responsibility in respect of loss of the Shares except
the duty to exercise such care in the safekeeping thereof as it would exercise
if the Shares belonged to the Escrow Agent. The Escrow Agent may act on the
advice of counsel but will not be responsible for acting or failing to act on
the advice of counsel. 

4.5                     The
Escrow Agent will not be bound in any way by any contract between the other
parties hereto whether or not it has notice thereof or of its terms and
conditions and the only duty, liability and responsibility of the Escrow Agent
will be to hold the Shares as herein directed and to pay and deliver the same to
such persons and other such conditions as are herein set forth. The Escrow Agent
will not be required to pass upon the sufficiency of any of the Shares or to
ascertain whether or not the person or persons who have executed, signed or
otherwise issued or authenticated any documents have the authority to do so or
that they are the same persons named therein or otherwise to pass upon any
requirement of such instruments that may be essential for their validity, but it
shall be sufficient for all purposes under this Agreement 




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insofar as the Escrow Agent is concerned that the said
documents are deposited with it as herein specified by the parties executing
this Agreement with the Escrow Agent. 

4.6                    
In the event that the delivery of the Shares is stayed or enjoined by any court
order or if any court order is issued affecting the Shares or any act by the
Escrow Agent, the Escrow Agent may, in its sole discretion, comply with all
orders so issued, whether any such order has or does not have jurisdiction,
notwithstanding any provision of this Agreement to the contrary. If the Escrow
Agent complies with any such orders, it will not be liable to any of the parties
hereto or to any other person by reason of such compliance, notwithstanding that
such orders may be subsequently modified. 

4.7                    
Except as herein otherwise provided, the Escrow Agent may disregard, in its sole
discretion, any and all notices and warnings which may be given to it by any of
the parties hereto or by any other person, firm, association or corporation.

4.8                    
If the Escrow Agent receives any valid court order contrary to the instructions
contained in this Agreement, the Escrow Agent may continue to hold the Shares
until the lawful determination of the issue between the parties hereto. 

4.9                    
If written notice of protest is made by Fox, Mr. Craven or Mr. Moore to the
Escrow Agent to any action contemplated by the Escrow Agent under this
Agreement, and such notice sets out reasons for such protest, the Escrow Agent
may, at its sole discretion, continue to hold the Shares until the right to the
documents is legally determined by a court of competent jurisdiction or
otherwise. 

4.10                    Notwithstanding
anything herein to the contrary, the Escrow Agent may act upon any written
instructions given jointly by Mr. Craven and Mr. Moore. 

4.11                    Notwithstanding
anything to the contrary contained herein, in the event of any dispute arising
between Mr. Craven and Mr. Moore, this Agreement or any matters arising thereto,
the Escrow Agent may in its sole discretion deliver and interplead the Shares
into court and such delivery and interpleading will be an effective discharge to
the Escrow Agent. 

4.12                    The
provisions of this Section 4 shall survive the termination or resignation of the
Escrow Agent or the termination of this Agreement. 

5.                      
TERMINATION 

5.1                     This
Agreement will terminate upon the completion of delivery of the Shares pursuant
to Section 3 of this Agreement or through the resignation or termination of the
Escrow Agent as described in Section 5.2 below. 

5.2                    
The Escrow Agent may resign as Escrow Agent by giving not less than five (5)
days’ notice thereof to Mr. Craven and Mr. Moore. Mr. Craven and Mr. Moore,
jointly but not severally, may terminate the Escrow Agent by giving not less
than five (5) days’ notice to the Escrow Agent. The resignation or termination
of the Escrow Agent will be effective and the Escrow Agent will cease to be
bound by this Agreement on the date that is five (5) days after the date of
receipt of the termination notice given hereunder or on such other date as the
Escrow 




- 6 - 

Agent, Mr. Craven and Mr. Moore may agree upon. All indemnities
granted to the Escrow Agent herein will survive the termination of this
Agreement or the termination or resignation of the Escrow Agent. In the event of
termination or resignation of the Escrow Agent for any reason, the Escrow Agent
shall, within that five (5) days’ notice period deliver the Shares to the new
escrow agent to be named by Mr. Craven and Mr. Moore. 

6.                      
FEES 

6.1                     Fox
will pay all of the compensation of the Escrow Agent and will reimburse the
Escrow Agent for any and all reasonable expenses, disbursements and advances
made by the Escrow Agent in the performance of its duties hereunder, including
reasonable fees, expenses and disbursements incurred by its counsel. 

7.                      
GENERAL 

7.1                     Except
as herein otherwise provided, no subsequent alteration, amendment, change, or
addition to this Agreement will be binding upon the parties hereto unless
reduced to writing and signed by all of the parties. 

7.2                    
This Agreement will enure to the benefit of and be binding upon the parties and
their respective heirs, executors, administrators and successors. 

7.3                     The
parties will execute and deliver all such further documents, do or cause to be
done all such further acts and things, and give all such further assurances as
may be reasonably necessary to give full effect to the provisions and intent of
this Agreement. 

7.4                    
This Agreement will be governed by and construed in accordance with the laws of
the Province of British Columbia and applicable federal laws related thereto.


7.5                    
Any notice required or permitted to be given under this Agreement will be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail, the notice to the following
address:

	 	(a) 	
      If to Mr. Craven:

	 	 	 
	 		
      64 Knightsbridge,

	 		
      London, England SW1X 7JF,

	 	 	 
	 		
      Telephone:                    
      011-44-7968171519

	 	 	 
	 	(b) 	
      If to Mr. Moore: 
1115 Finchley Road

	 		
      London England, NW11 0QD

	 	 	 
	 		
      Telephone:                    
      44-7914-217-726







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	 	(c) 	
      If to Fox:

	 	 	 
	 		64 Knightsbridge
	 		
      London, England, SW1X 7JF

	 	 	 
	 		
      Telephone:                     44-796-817-1519

	 	 	 
	 	(d) 	
      If to the Escrow Agent:

	 	 	 
	 		 Clark Wilson LLP 

        Barristers and Solicitors

	 		800 – 885 West Georgia Street
	 		
      Vancouver, British Columbia
Canada V6C 3H1

	 	 	 
	 		
      Fax:                                   (604)
      687-6314
      
Attention:                       
      Bernard Pinsky



(or to such other address as any party may specify by notice in
writing to another party). Any notice delivered or sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy on a business day will be deemed conclusively to have been
effectively given on the day the notice was delivered, or the electronic
communication was successfully transmitted, as the case may be. Any notice sent
by prepaid registered mail will be deemed conclusively to have been effectively
given on the third business day after posting; but if at the time of posting or
between the time of posting and the third business day thereafter there is a
strike, lockout, or other labour disturbance affecting postal service, then the
notice will not be effectively given until actually delivered. 

7.6                     Time
is of the essence of this Agreement. 

7.7                     It
is understood and agreed by the parties to this Agreement that the only duties
and obligations of the Escrow Agent are those specifically stated herein and no
other. 

7.8                     This
Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart. This Agreement may be executed by delivery of executed signature
pages by fax and such fax execution will be effective for all purposes. 




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

	WITNESSED BY: 	) 	  
	  	) 	  
	M. C. Stoffberg
	) 	  
	Name 	) 	  
	64 Knightsbridge
    	) 	  
	Address 	) 	/s/
      Alex Craven 
	  	) 	ALEX CRAVEN 
	  	) 	  
	Administrator 	) 	  
	Occupation 	) 	  
	  	  	  
	WITNESSED BY: 	) 	  
	  	) 	  
	/s/ A. Shapino 	) 	  
	Name 	) 	  
	A. Shapino 	) 	  
	Address 	) 	 
    
	  	) 	RICHARD MOORE 
	  	) 	  
	  	) 	  
	Occupation 	) 	  






- 9 - 

		FOX
      PETROLEUM INC. 
	  	  
	  	  
	Per: 	/s/ Alex Craven 
	  	Name: Alex Craven 
	  	Title: President 
	  	  
	  	  
		CLARK
      WILSON LLP 
	  	  
	  	  
	Per: 	/s/ B.
      Pinsky                                      
    
	  	Partner 






- 10 - 

Schedule “A” 

TO THE ESCROW AGREEMENT 
AMONG ALEX CRAVEN, RICHARD MOORE,
FOX PETROLEUM INC. AND CLARK WILSON LLP
 (the “Agreement”) 

SALE OF 6,000,000 SHARES OF FOX PETROLEUM INC. (the “Fox
Shares”) TO RICHARD MOORE 

Pursuant and subject to the terms and conditions of the
Agreement, Clark Wilson LLP will deliver to Richard 
Moore the Fox Shares as
indicated in the table below: 


	Release Date 	Number of Shares 
	July 20, 2007 (the “First Release Date”) 	500,000 
	Three months from the First Release Date 	500,000 
	Six months from the First Release Date 	500,000 
	Nine months from the First Release Date 	500,000 
	Twelve months from the First Release Date 	500,000 
	Fifteen months from the First Release Date 	500,000 
	Eighteen months from the First Release Date 	500,000 
	Twenty-one months from the First Release Date 	500,000 
	Twenty-four months from the First Release Date 	500,000 
	Twenty-seven months from the First Release Date 	500,000 
	Thirty months from the First Release Date 	500,000 
	Thirty-three months from the First Release Date 	500,000