Filed by Automated Filing Services Inc. (604) 609-0244 - Fox Petroleum Inc. - Exhibit 10.3






PURCHASE AGREEMENT 
(Cook Inlet) 

          THIS
AGREEMENT, dated effective as of October 10, 2007, is between DANIEL K. DONKEL
(“Donkel”), MONTE J. ALLEN (“Allen”) and SAMUEL H. CADE (“Cade”)(hereinafter
collectively referred to as "Sellers") and FOX
PETROLEUM (ALASKA), INC. (hereinafter called
"Buyer").

Recitations 

          1. State
of Alaska Oil and Gas Leases ADL 390746, 390751 and 390752, covering the lands
more particularly described on attached Exhibit A (hereinafter called the
“Issued Leases”), are owned by one or more of the Sellers as
reflected by the records of the Division of Oil and Gas, Department of Natural
Resources of the State of Alaska;

          2 State
of Alaska Oil and Gas Leases ADL 391272, 391274 and 391275, covering the lands
more particularly described on attached Exhibit A (hereinafter called the
“Un-issued Leases”), have not been issued by the State of Alaska
as of the date of this Agreement, but Sellers own the rights to said Un-issued
Leases as more fully reflected by the records of the Division of Oil and Gas,
Department of Natural Resources of the State of Alaska, which said Sellers
contemplate will be issued at a date subsequent to the Closing (as hereinafter
defined), subject to payment of the remaining cash bonus amount with respect to
each of the Un-Issued Leases (being an aggregate amount of approximately
$142,250.00) together with the first year rental payment on each Un-Issued Lease
(being an aggregate amount of approximately $17,280.00); 

          3. For
the purposes of this Agreement, the Issued Leases and the Un-issued Leases are
hereinafter collectively referred to as the “Leases”; and 

          4.
Sellers desire to sell and convey to Buyer, and Buyer desires to purchase and
acquire from Sellers, the Leases upon the terms and conditions hereinafter
provided for in this Agreement. 

          IN
CONSIDERATION of the above recitals and of the benefits to be derived by each of
the parties to this Agreement, it is hereby agreed as follows: 

Agreement 

          1.
Sale and Purchase: Sellers agree to sell and convey to Buyer, and Buyer
agrees to purchase and acquire from the Sellers, the Leases, subject to the
terms and conditions of this Agreement. 

          2.
Purchase Price: The total purchase price to be paid by the Buyer to the
Sellers for the Leases shall be the sum of $750,000.00 (the
"Purchase Price"), payable as 




provided below. The Purchase Price is allocated between and
among the various Leases as follows: 


	     Lease 	 	Purchase Price for Lease 	 
	 	 	  	 
	ADL 390746 	$	 125,000 	 
	ADL 390751 	$	 125,000 	 
	ADL 390752 	$	 125,000 	 
	Subtotal: 	$	 375,000 	 
	 	 	  	 
	ADL 391272 	$	 125,000 	 
	ADL 391274 	$	 125,000 	 
	ADL 391275 	$	 125,000 	 
	 	 	  	 
	TOTAL: 	$	 750,000 	 



          3.
Payment of Purchase Price.

              
(a) The Purchase Price as set forth in Section 2 above shall be paid by the
Buyer in installments on the following dates and in the indicated amounts: 

$125,000 shall be due and payable on
or before Wednesday, October 25, 2007;
$ 75,000 shall be due and payable on
or before Friday, November 2, 2007; 
$100,000 shall be due and payable on or
before Friday, December 7, 2007; 
$150,000 shall be due and payable on or
before Friday, January 4, 2008; 
$150,000 shall be due and payable on or
before Friday, February 1, 2008; and 
$150,000 shall be due and payable on or
before Friday, March 7, 2008; and 

              
(b) Buyer shall deliver each of the installments of the Purchase Price as set
forth in subparagraph (a) above by wire transfer in immediately available funds
to an escrow account established by the accounting firm of Ryan, Gunsauls &
O’Donnell (the “Escrow Agent”) exclusively for this
transaction. The wire transfer instructions are as follows: 

	 	Citywide Bank 
	 	ABA # 107 001 070 
	 	For credit to Ryan Gunsauls & O’Donnell,
      P.C. 
	 	           
                         
             Account # 211 008 790 


              
(c) Buyer shall have the right to prepay any installment amount, but not a
lesser amount, provided that such prepayment shall not defer or postpone the
scheduled date of payment for any remaining installment payment provided for
herein.

Page 2 of 19 




          4.
Execution and Delivery of Lease Assignments. Within a reasonable time
following the Closing, Sellers shall execute, acknowledge (where applicable) and
deliver to the Buyer, or cause to be executed, acknowledged (where applicable)
and delivered to the Buyer, Assignments of each of the Issued Leases in the form
attached as Exhibit B transferring 100% of the record title to the Leases from
Sellers to Buyer, or the Buyer’s designee, but reserving to Sellers, in the
proportions reflected on attached Exhibit C, an overriding royalty equal to five
percent (5%) of 8/8ths, which overriding royalty shall also apply to all
renewals and extensions of the Issued Leases 

          5.
Sellers’ Representations: Each of the Sellers (who makes the following
representations only to the extent of the interests owned by each of the Sellers
in the Leases) represents, warrants and agrees to and with Buyer that: 

            
  (a) As of the Closing, the Issued Leases are in full force and effect,
and Seller has or will have as of the Closing fully complied with all of the
terms and provisions thereof which it is obligated to perform for all periods up
to the Closing. Sellers shall own or otherwise have the right to assign and
convey or cause to be assigned and conveyed the Issued Leases, all of which
shall be free and clear of any liens and encumbrances and provide for a net
revenue interest to Sellers of not less than 87.5%, prior to reservation of an
overriding royalty equal to five percent (5%) of 8/8ths as provided for
below.

          
    (b) At such time as the Un-issued Leases are issued, Sellers
shall own or otherwise have the right to assign and convey or cause to be
assigned and conveyed the Un-issued Leases, all of which shall be free and clear
of any liens and encumbrances and provide for a net revenue interest to Sellers
of not less than 87.5%, prior to reservation of an overriding royalty equal to
five percent (5%) of 8/8ths as provided for below.

          
    (c) There is no litigation or governmental investigation or
proceeding pending or, to the knowledge of the Sellers, threatened affecting the
Leases or which would have the effect of restraining or prohibiting any of the
transactions contemplated by this Agreement. 

        
      (d) This Agreement constitutes the valid and
binding agreement of Sellers in accordance with its terms, and all instruments
required hereunder to be executed by Sellers at the Closing shall constitute
valid and binding agreements of Sellers in accordance with their terms. The
execution, delivery and performance of this Agreement and the transactions
contemplated hereby have been duly and validly authorized by all requisite
action on the part of Sellers;

          
    (e) This Agreement has been duly executed and delivered by
Sellers and all instruments required hereunder to be delivered by each party at
the Closing shall be duly executed and delivered by Seller;

Page 3 of 19 




             
 (f) Sellers have incurred no liability, contingent or otherwise, for
brokers' or finders' fees in respect of this transaction for which Buyer shall
have any responsibility whatsoever;

          
    (g) Sellers shall not enter into any new agreements or
commitments or incur, or agree to incur, any contractual obligation or liability
(absolute or contingent) affecting or relating to any of the Leases which extend
beyond the Closing except in connection with the consummation of the
transactions contemplated in this Agreement, without the written consent of
Buyer; and 

         
     (h) Sellers have relied upon their own independent
investigation made by each of them and their respective representatives, if any,
and have made such investigation of the Leases as deemed appropriate under the
circumstances. No Seller has been given any oral or written representations or
assurances from any other Seller or the Buyer other than as set forth
herein.

          6.
Buyer's Representations: Buyer represents, warrants and agrees to and
with Sellers that: 

       
       (a) This Agreement constitutes the valid
and binding agreement of Buyer in accordance with its terms, and all instruments
required hereunder to be executed by Buyer at the Closing shall constitute valid
and binding agreements of Buyer in accordance with their terms;

       
       (b) Buyer has good right and lawful
authority to purchase and pay for the Leases as contemplated by this
Agreement;

         
     (c) This Agreement has been duly executed and delivered
by Buyer and all instruments required hereunder to be delivered by Buyer at the
Closing shall be duly executed and delivered by Buyer;

      
        (d) Buyer has incurred no liability,
contingent or otherwise, for brokers' or finders' fees in respect of this
transaction, for which Sellers shall have any responsibility whatsoever; and

      
        (e) Buyer has relied upon his own
independent investigation made by him and his respective representatives, if
any, and have made such investigation of the Leases as deemed appropriate under
the circumstances. Buyer has not been given any oral or written representations
or assurance from Sellers other than as set forth herein.

          7.
Sellers’ Conditions of Closing: The obligations of Sellers under this
Agreement are subject, at the option of Sellers, to the satisfaction at or prior
to the Closing of the following conditions: 

Page 4 of 19 




         
     (a) All representations and warranties of Buyer
contained in this Agreement shall be true in all material respects at and as of
the Closing as if such representations and warranties were made at and as of the
Closing; and

          
    (b) Buyer shall have performed and satisfied all agreements
required by this Agreement to be performed and satisfied by Buyer at or prior to
the Closing, including payment on or at Closing to the Escrow Agent of that
portion of the Purchase Price which Buyer is obligated to pay as set forth in
Section 3(a) above.

          Should
the above conditions not be satisfied to Sellers’ satisfaction as of the
Closing, Sellers may terminate this Agreement without further liability of
either Sellers or Buyer. 

          8.
Buyer's Conditions of Closing: The obligations of Buyer under this
Agreement are subject, at the option of Buyer, to the satisfaction at or prior
to the Closing of the following conditions: 

         
     (a) All representations and warranties of Sellers
contained in this Agreement shall be true in all material respects at and as of
the Closing as if such representations and warranties were made at and as of the
Closing; and

       
       (b) Sellers shall have performed and
satisfied all agreements required by this Agreement to be performed and
satisfied by Sellers at or prior to the Closing.

          Should
the above conditions not be satisfied to Buyer's satisfaction as of the Closing,
Buyer shall, as his sole and exclusive remedy, terminate this Agreement without
further liability between the Buyer and Sellers.

          9.
Closing: Unless extended pursuant to the terms of this Agreement, the
closing of this transaction (the “Closing”) shall be held on
October 25, 2007, at a place and time mutually agreed to by the parties.
Notwithstanding the foregoing or any other provision herein, if, by the close of
business on October 25, 2007, Anchorage, Alaska time, this Agreement is not
fully executed by all signatory parties hereto and if the initial $200,000
installment payment provided for in Section 3(a) above has not been received by
the Escrow Agent, then this Agreement shall be null and void and the Buyer and
Sellers shall have no further rights or obligations hereunder.

          10.
Actions at Closing. At the Closing, the parties shall proceed as follows:


              
(a) The Escrow Agent shall release the initial One Hundred Twenty Five Thousand
and 00/100 Dollars ($125,000.00) of the Purchase Price received in the Escrow
Account to the Sellers in the following amounts:

Page 5 of 19 






	Daniel K. Donkel 	$	 13,020.83 	 
	Monte Allen 	$	 72,916.67 	 
	Samuel H. Cade 	$	 39,082.50 	 
	               
         Subtotal: 	$	 125,000.00 	 



              
(b) At the Closing and thereafter as may be necessary, all of the parties hereto
shall, without further consideration, execute, acknowledge and deliver such
other instruments and shall take such other action as may be necessary to carry
out their obligations under this Agreement. 

          11.
Post-Closing Actions by Sellers. Within a reasonable time following the
Closing, the Sellers shall execute and deliver the Assignments for each of the
Issued Leases to the Buyer in accordance with the provisions of Section 4 above.


          12.
Post-Closing Actions by Escrow Agent. After the Closing, the Escrow Agent
shall proceed as follows: 

              
(a) Upon receipt from Buyer of the $75,000.00 installment obligation of the
Purchase Price due and payable on or before Friday, November 2, 2007, the Escrow
Agent shall release such funds to the Sellers in the following amounts: 


	Daniel K. Donkel 	$	 18,750.00 	 
	Samuel H. Cade 	$	 56,250.00 	 
	           
             Subtotal: 	$	 75,000.00 	 



              
(b) Upon receipt from Buyer of the $100,000.00 installment obligation of the
Purchase Price due and payable on or before Friday, December 7, 2007, the Escrow
Agent shall release such funds to the Sellers in the following amounts: 


	Daniel K. Donkel 	$	 25,000.00 	 
	Samuel H. Cade 	$	 75,000.00 	 
	           
             Subtotal: 	$	 100,000.00 	 



              
(c) Upon receipt from Buyer of the $150,000 installment obligation of the
Purchase Price due and payable on or before Friday, January 4, 2008, the Escrow
Agent shall release such funds to the Sellers in the following amounts: 


	Daniel K. Donkel 	$	 37,500.00 	 
	Samuel H. Cade 	$	 112,500.00 	 
	                   Subtotal:
    	$	 150,000.00 	 



              
(d) Upon receipt from Buyer of the $150,000 installment obligation of the
Purchase Price due and payable on or before Friday, February 1, 2008, the Escrow
Agent shall release such funds to the Sellers in the following amounts: 

Page 6 of 19 






	Daniel K. Donkel 	$	 37,500.00 	 
	Samuel H. Cade 	$	 112,500.00 	 
	           
             Subtotal: 	$	 150,000.00 	 



              
(e) Upon receipt from Buyer of the final $150,000 installment payment (the
“Escrowed Funds”) of the Purchase Price due and payable on or
before Friday, March 7, 2008, the Escrow Agent shall use the Escrowed Funds to
pay to the State of Alaska all balances, if any, due on the Un-issued Leases in
order to secure the issuance of said Un-issued Leases. Escrow Agent agrees to
deliver all funds requested in writing by Sellers in order to secure the
issuance of the Un-issued Leases, and to deliver to Sellers the balance, if any,
of said Escrowed Funds. If such Un-issued Leases have not been issued by the
State of Alaska by September 1, 2008 through no fault of Sellers, Buyer shall
have the option to require that all of the Escrowed Funds be remitted to Buyer
and further require that Donkel and Cade repay to the Buyer and aggregate of
$225,000.00, being the balance of the Purchase Price attributable to the
Un-Issued Leases. In such event, Buyer shall have no further claim to the
Un-issued Leases. Sellers and Buyer agree to indemnify and hold Escrow Agent
harmless for any acts or omissions of Escrow Agent in carrying out the terms of
this Agreement; and 

              
(f) With respect to the additional Seventeen Thousand Two Hundred Eighty and
00/100 Dollars ($17,280.00), the Escrow Agent shall use these funds to: 

                   
(i) immediately pay the annual rental payment due in 2008 to the State of Alaska
on ADL 391275. The Escrow Agent shall provide the Buyer and the Sellers having
an interest in ADL 391275 with a copy of the transmittal letter and annual
rental payment being made to the State of Alaska;

                   
(ii) immediately pay the annual rental payment due in 2008 to the State of
Alaska on ADL 391274. The Escrow Agent shall provide the Buyer and the Sellers
having an interest in ADL 391274 with a copy of the transmittal letter and
annual rental payment being made to the State of Alaska;

                   
(iii) immediately pay the annual rental payment due in 2008 to the State of
Alaska on ADL 391272. The Escrow Agent shall provide the Buyer and the Sellers
having an interest in ADL 391272 with a copy of the transmittal letter and
annual rental payment being made to the State of Alaska;

                   
(iv) Deliver to Sellers the balance, if any, of additional funds after the
foregoing annual rental payments are made; and 

                   
(v) If the Un-issued Leases have not been issued by the State of Alaska by
September 1, 2008 through no fault of Sellers, Buyer shall have the option to
require that all of the additional $17,280.00 held in escrow by Escrow Agent be
remitted to Buyer, and Buyer shall have no further claim to the Un-issued
Leases.

Page 7 of 19 




              
(g) After the Closing as may be necessary, all of the parties hereto shall,
without further consideration, execute, acknowledge and deliver such other
instruments and shall take such other action as may be necessary to carry out
their obligations under this Agreement. 

          13.
Post-Closing Provisions: After the Closing, the following additional
provisions shall become operative: 

              
(a) Within no later than eight weeks after Closing, the Buyer shall provide the
Sellers with written instructions as to whether the Assignments to be executed
and delivered by the Sellers with respect to the Un-Issued Leases are to be
issued into the name of the Buyer or a Buyer’s designee together with all
applicable information necessary to complete said Assignments. If Buyer fails to
provide such written instructions within eight weeks after Closing, the Sellers
shall be authorized to execute and deliver the Assignments with respect to the
Un-Issued Leases into the name of only the Buyer.

              
(b) Assuming issuance of the Un-Issued Leases to Sellers before September 1,
2008, or if Buyer declines to exercise the option not to purchase the UnIssued
Leases as set forth in Section 12(e) above, then within a reasonable time not
exceeding sixty (60) days following issuance to them of the Un-issued Leases,
Sellers shall execute, acknowledge (where applicable) and deliver to Buyer, or
cause to be executed, acknowledged (where applicable) and delivered to Buyer, or
to Buyer’s designee, Assignments of each of the Un-issued Leases in the form
attached as Exhibit B transferring 100% of the record title to the Un-issued
Leases from Sellers to Buyer, or to Buyer’s designee, but reserving to Sellers,
in the proportions reflected on attached Exhibit C, an overriding royalty equal
to five percent (5%) of 8/8ths, which overriding royalty shall also apply to all
renewals and extensions of the Un-issued Leases 

              
(c) Buyer or its designee shall assume all obligations of Sellers under the
Issued Leases for all periods from and after the date of this Agreement,
including the obligation to timely pay all rentals thereafter due under such
Issued Leases; and shall likewise assume all obligations of Sellers on all
Un-issued Leases from and after the date of assignment of said Un-issued Leases
from Sellers to Buyer or its designee, including the obligation to timely pay
all rentals thereafter due under such Un-issued Leases. 

              
(d) Should Buyer or its designee elect not to pay rentals on any of the Leases,
then Buyer or its designee shall notify Sellers in writing, by certified mail,
not later than forty-five (45) days prior to a rental payment date, and shall
promptly execute and deliver to Sellers, or their designee(s), an assignment of
the applicable Lease or Leases free and clear of all liens and encumbrances
except the overriding royalties created by this Agreement, such assignment to be
on a form reasonably acceptable to Sellers or their designee(s).

          14.
Limitation of Liability; Indemnification. If a Seller has properly
executed, acknowledged and delivered any and all Assignments attributable to his
interest in the 

Page 8 of 19 




Leases and otherwise performed all obligations imposed on him
pursuant to this Agreement, the Buyer shall not have any claim or remedy against
such Seller. Each Seller (the “Indemnitor”) shall indemnify and hold the other
Sellers harmless with respect to any claim, damage, liable and cost or expense
(including reasonable attorney’s fees) attributable to any act, omission or
other conduct of the Indemnitor in connection with this Agreement.

          15.
Events of Default and Remedies. 

              
(a) Events of Default. The occurrence of any one or more of the following
events shall constitute an event of default (“Event of Default”) hereunder: 

                   
(i) If the Buyer fails to pay the second or any subsequent installment payment
of the Purchase Price within (5) business days of its due date as set forth in
Section 3(a) above. 

                   
(ii) If the Sellers fail to pay all or any portion of the $225,000 due to Buyer
in the event the Buyer exercises the option not to purchase the Un-Issued Leases
as set forth in Section 12(e) above. 

                   
(iii) The failure by any party to this Agreement to perform or comply with any
non-monetary obligation imposed upon it pursuant to this Agreement, which
failure shall continue for a period of 15 days after receipt of written notice
thereof from the non-defaulting party. If, prior to the expiration of such 15
day period, the defaulting party shall have cured such default, or if the
default can not be cured within 15 days, shall have in good faith commenced and
be diligently proceeding to cure, and shall cure, such default within 45 days,
then such party shall not be deemed to be in default.

                   
(ivi) The Buyer shall (1) apply for or consent to the appointment of a receiver,
trustee or liquidator of itself or for its property, (2) be unable, or admit in
writing its inability, to pay its debts as they mature, (3) make a general
assignment for the benefit of creditors, (4) be adjudicated as bankrupt or
insolvent, or (5) filed a voluntary petition in bankruptcy, or a petition or
answer seeking reorganization or an arrangement with creditors or seeking to
take advantage of any insolvency law, or an answer admitting the material
allegations of a petition filed against it in any bankruptcy, reorganization or
insolvency proceeding, or take any other action for the purpose of effecting any
of the foregoing.

              
(b) Default Interest Payable on Delinquent Payments. In the event that
Buyer fails to pay any installment payment of the Purchase Price within five (5)
business days of its due date as set forth in Section 3(a) above, or upon
acceleration of the unpaid Purchase Price, or if Donkel and Cade fail to pay in
proportion to their ownership, within five (5) business days of the due date,
any portion of the $225,000 

Page 9 of 19 




due to Buyer as provided in Section 12(e) above, said amount or
amounts shall bear interest at the default rate of 10% per annum until said
delinquent payment(s) together with accrued interest as provided for herein is
paid in full.

              
(c) Remedies. Upon the occurrence of an Event of Default or at any time
thereafter, the non-defaulting party may pursue any and all rights or remedies
available to it, whether at law, in equity, by statute or otherwise, to enforce
collection of all amounts and performance of all other obligations due and owing
to it. If they are the non-defaulting party, the Sellers may pursue any and all
of the foregoing rights and remedies and may further pursue other specific
remedies including, without limitation, the following: 

                   
(i) If an Event of Default arises under Section 15(a)(i) above, the Sellers may,
at their option and without notice, accelerate any and all unpaid amounts of the
Purchase Price which shall thereafter be immediately due and payable together
with default interest thereon as provided in subsection (b) above; and

                   
(ii) If an Event of Default arises under any other provision of Section 15(a)
above, the Seller and/or buyer may, at its and/or their option and without
notice, pursue any and all other rights and remedies available to them as set
forth herein.

              
(d) Remedies Cumulative. Each and every right, power and remedy hereunder
shall be cumulative and shall be in addition to every other right, power and
remedy now or hereafter existing at law, in equity, by statute or otherwise.
Each and every right, power and remedy may be exercised from time to time as
often and in such order as may be determined by a party, and the exercise or the
beginning of the exercise of any right, power or remedy shall not be construed
to be a waiver of the right to exercise at the same time or thereafter any other
right, power or remedy. No delay or omission by a party in the exercise of any
right, power or remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default or to be an acquiescence therein.

              
(e) Attorney’s Fees. In the event of any litigation between the parties
concerning enforcement of, or remedies under, the terms of this Agreement, the
court shall award the prevailing party its costs and expenses, including
reasonable attorney’s fees, incurred in connection with such litigation.

          16.
Miscellaneous:

              
(a) Governing Law. This Agreement and all instruments executed in
accordance with it shall be governed by and interpreted in accordance with the
laws of the State of Alaska, without regard to conflict of law rules that would
direct application of the laws of another jurisdiction. 

Page 10 of 19 




              
(b) Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supercedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties. No
supplement, amendment, alteration, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the parties hereto.

              
(c) Waiver. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.

              
(d) Captions. The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.

              
(e) Assignment. Prior to the Closing, no party hereto shall assign this
Agreement or any of its rights or obligations hereunder without the prior
written consent of the other parties, and any assignment made without such
consent shall be void ab initio. Except as otherwise provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted heirs, successors and assigns.

              
(f) Notices. Any notice provided or permitted to be given under this
Agreement shall be in writing, and may be served by personal delivery or by
depositing same in the mail, addressed to the party to be notified, postage
pre-paid, and registered or certified with a return receipt requested. Notice
deposited in the mail in the manner hereinabove described shall be deemed to
have been given and received on the date of the delivery as shown on the return
receipt. Notice served in any other manner shall be deemed to have been given
and received only if and when actually received by the addressee. For purposes
of notice, the addresses of the parties shall be as follows:

	 	Sellers’ Mailing
      Address: 
	 	 	  
	 	 	Monte J. Allen 
	 	 	Post Office Box 104438 
	 	 	Anchorage, Alaska 99510 
	 	 	  
	 	 	Daniel K. Donkel 
	 	 	1420 N. Atlantic Ave., #1201 
	 	 	Daytona Beach, Florida 32118 
	 	 	  
	 	 	Samuel H. Cade 
	 	 	3701 Junius Street 
	 	 	Dallas, TX 75246 


Page 11 of 19 





	 	Buyer's Mailing
      Address: 
	 	 	  
	 	 	Fox Petroleum (Alaska), Inc. 
	 	 	64 Knightsbridge 
	 	 	London, England SW1X7JF 
	 	 	  
	 	Escrow Agent’s
      Mailing Address: 
	 	 	  
	 	 	Douglas Barr, CPA 
	 	 	Ryan Guansauls & O’Donnell 
	 	 	5590 E. Yale Avenue, #201 
	 	 	Denver, Colorado 80222 


Each party shall have the right, upon giving ten (10) days'
prior notice to the other in the manner hereinabove provided, to change its
address for purposes of notice.

              
(g) Expenses. Except as otherwise provided herein, each party shall be
solely responsible for all expenses incurred by it in connection with this
transaction.

              
(h) Joint Preparation. This Agreement shall be deemed for all purposes to
have been prepared through the joint efforts of the parties hereto and shall not
be construed for or against one party or any other party as a result of the
preparation, submittal, drafting, execution or other event of negotiation
hereof. 

              
(i) Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced under any rule of law, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in a materially adverse manner with respect
to either party.

              
(j) Counterpart Execution. For the sake of simplicity in execution, this
Agreement may be executed by original or telefax signature in any number of
counterparts, each of which shall be deemed an original hereof. All counterparts
of this Agreement which are executed by telefax signature shall be valid and
binding as original signatures for all purposes (evidentiary or otherwise).

Page 12 of 19 




          EXECUTED
as of the respective acknowledgment dates of the signatory parties; effective as
of the date first above mentioned. 

	 	/s/ 	Daniel
      K. Donkel 
	 	DANIEL K. DONKEL 
	 	  	  
	 	  	  
	 	/s/ 	Monte
      J. Allen 
	 	MONTE J. ALLEN 
	 	  	  
	 	  	  
	 	/s/ 	Samuel
      H. Cade 
	 	SAMUEL H. CADE 


SELLERS 

	 	FOX PETROLEUM (ALASKA), INC. 
	 	  	  
	 	By: 	/s/
      Alexander Craven 
	 	  	its Director 
	 	  	           
                         
                         
                         
                         
           BUYER 
	 	  	/s/ Richard Moore 
	 	  	CEO/President 


ESCROW AGENT AGREES TO THE
TERMS SET FORTH IN SECTIONS 3, 10
and 
12 OF THE FOREGOING AGREEMENT: 

RYAN GUNSAULS & O’DONNELL 

	By 	 /s/ Douglas Barr 	 
	 	Douglas Barr 	 


Page 13 of 19 




EXHIBIT A 
PART I: ISSUED LEASES

	ADL 390746 Legal Description: 	  	  	  	  	  	  	  
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	04 	Total Acres: 	640 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	05 	Total Acres: 	640 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	06 	Total Acres: 	620 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	07 	Total Acres: 	622 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	08 	Total Acres: 	640 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	09 	Total Acres: 	640 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	16 	Total Acres: 	640 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	17 	Total Acres: 	640 
	Meridian: 	S 	Township: 	014N 	Range: 	006W 	Section: 	18 	Total Acres: 	623 
	     THIS TRACT CONTAINS
      5705.00 ACRES, MORE OR LESS. 	  	  	  



	ADL 390751 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	10 	Total Acres: 	615 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	20 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	21 	Total Acres: 	620 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	28 	Total Acres: 	622 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	29 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	30 	Total Acres: 	616 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	31 	Total Acres: 	618 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	32 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	33 	Total Acres: 	640 
	     THIS TRACT CONTAINS
      5689.00 ACRES MORE OR LESS. 	  	  	  



	ADL 390752 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	01 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	02 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	03 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	10 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	11 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	12 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	13 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	14 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	007W 	Section: 	15 	Total Acres: 	640 
	     THIS TRACT CONTAINS
      5,760.00 ACRES, MORE OR LESS. 	  	  


Page 14 of 19 




PART II - UN-ISSUED LEASES 

The following provides general information related to the
general location of the Un-issued Leases. The final exact legal descriptions of
each lease, when compiled by the AK Department of Natural Resources Division of
Oil and Gas and as shown on the respective lease form, are herein incorporated
by reference. 

	ADL 391275 Area Description 
	  	Tract Number C12007-678 
	  	This Tract is stated to contain
      5,760.00 acres, more or less. 
	  	  	  	  	  	  
	  	  	  	  	  	  
	ADL 391272 Area Description 
	  	Tract Number C12007-633 
	  	This Tract is stated to contain
      5,760.00 acres, more or less 
	  	  	  	  	  	  
	ADL 391274 Area Description 
	  	Tract Number C12007-674 
	  	This Tract is stated to contain
      5,760.00 acres, more or less 


Page 15 of 19 




EXHIBIT B 
ASSIGNMENT FORM 

	DO&G 25-84 	LEASE ADL
      ___________________________________________
	  	  
	(LEASE ASSIGNMENT) 	EFFECTIVE DATE 
	Revised 12/01 	OF LEASE
      ____________________________________________
	DNR #10-113 	Is this lease producing? 
_____yes _____no
    


STATE OF ALASKA 
DEPARTMENT OF NATURAL RESOURCES

DIVISION OF OIL AND GAS 

ASSIGNMENT OF INTEREST IN OIL AND GAS LEASE 

	The undersigned 
	assignor_____________________________________________________________________________________________________,
    
	whose address
      is______________________________________________________________________________________________,
    
	as owner of
      ____________________________________________________________________,
      percent of the lease's working interest 
	does hereby assign to
      _______________________________________________________________________________,
      the assignee, 
	whose address
      is______________________________________________________________________________________________,
    



	1. 	___________________________________________________________________________________percent
      working interest; 
	2. 	____________________________________________________________________________percent
      overriding royalty interest. 
	3. 	The assignor is retaining
      ______________________________________________________percent of the
      lease's working interest. 
	4. 	The assignor is retaining
      ______________________________________________________percent of
      overriding royalty interest. 
	5. 	LANDS AFFECTED by this assignment of
      interest (Attach Exhibit A if necessary) 
	T__________, R ____________, Meridian
  


containing ___________________________acres, more or less.

The Notification Lessee for the purpose of receiving any and
all notices from the State of Alaska in connection with the lease will be:

	Name 	 
	 	 
	Attn:	 
	 	 
	Address 	 
	City, State, Zip 	 


Page 16 of 19 




We, the undersigned, request the approval of this assignment
application. We attest that this application discloses all parties receiving an
interest in the lease and that it is filed pursuant to 11 AAC 82.605 and 11 AAC
82.615. We further attest that all parties to this agreement are qualified to
transfer or hold an interest in oil and gas leases pursuant to 11 AAC 82.200 and
11 AAC 2.205. Whether approved in whole or in part, the assignee agrees to be
bound by the provisions of said lease.

	Assignor's Signature 	 	Date 	 
	 	 	 	 
	Assignor's Name (Print or Type) & Title
    	 		 
	 	 	 	 
	Company Name 	 	  	 


DNR Qualification File # __________________


	THE UNITED STATES OF AMERICA 	) 	 
	  	)SS. 	 
	STATE OF _____________________________	) 	 


This certifies that on the ___________day of
_____________________, 20 _____, before me, a notary public in and for the State
of _______________________________________________, duly commissioned and sworn,
personally appeared __________________________________________, to me known and
known to me to be the person described in, and who executed the foregoing
assignment, who then after being duly sworn according to law, acknowledged to me
under oath that he executed same freely and voluntarily for the uses and
purposes therein mentioned. WITNESS my hand and official seal the day and year
in this certificate first above written.

	Notary Public 
	My Commission expires ______________________________
	 
	Assignee's Signature
      ________________________________Date_______________________ 
	 
	Assignee's Name (Print or Type) & Title
      ____________________________________________________________________________
	 
	Company Name
      _______________________________________________________________________________________________
	               
                         
                         
                         
                         
           DNR Qualification File #
    ____________________________


Page 17 of 19 





	THE UNITED STATES OF AMERICA 	) 	 
	  	)SS. 	 
	STATE OF 	) 	 


This certifies that on the ___________day of _______________,
20 _____, before me, a notary public in and for the State of
_________________________________________________, duly commissioned and sworn,
personally appeared _________________________________________, to me known and
known to me to be the person described in, and who executed the foregoing
assignment, who then after being duly sworn according to law, acknowledged to me
under oath that he executed same freely and voluntarily for the uses and
purposes therein mentioned. WITNESS my hand and official seal the day and year
in this certificate first above written.

Notary Public
My Commission expires ______________


APPROVAL 

The foregoing assignment is approved as to the lands described
in item 5 thereof, effective as of the date set forth below.

Mark D. Myers, Director
_________________________________________________________
Division of Oil and
Gas, DNR, State of Alaska

Effective Date of Assignment
_________________________________________ 

Page 18 of 19 




EXHIBIT C 
SELLERS’ SHARE OF PURCHASE PRICE AND
ORRI PERCENTAGE RETAINED 

	  	 	LEASE # 	 	 	WI % 	 	 	PURCHASE PRICE 	 	 	ORRI % Retained 	 	 	1st Yr Rental 	 
	  	 	ISSUED 	 	 	  	 	 	  	 	 	  	 	 	  	 
	ADL 	 	390746 	 	 	 
      	 	 	  	 	 	  	 	 	N/A 	 
	  	 	Donkel 	 	 	25% 	 	 	31,250.00 	 	 	1.25% 	 	 	  	 
	  	 	Allen
      	 	 	0%
    	 	 	0.00 	 	 	0.00% 	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	93,750.00 	 	 	3.75% 	 	 	  	 
	  	 	 
      	 	 	 
      	 	 	125,000.00 	 	 	5.00% 	 	 	  	 
	ADL 	 	390751 	 	 	  	 	 	  	 	 	  	 	 	N/A 	 
	  	 	Donkel
      	 	 	16.67%
      	 	 	20,833.33 	 	 	0.83% 	 	 	  	 
	  	 	Allen 	 	 	33.33% 	 	 	41,666.67 	 	 	1.67% 	 	 	  	 
	  	 	Cade
      	 	 	50.00%
      	 	 	62,500.00 	 	 	2.50% 	 	 	  	 
	  	 	  	 	 	  	 	 	125,000.00 	 	 	5.00% 	 	 	  	 
	ADL 	 	390752 	 	 	 
      	 	 	  	 	 	  	 	 	N/A 	 
	  	 	Donkel 	 	 	18.75% 	 	 	23,437.50 	 	 	0.9375% 	 	 	  	 
	  	 	Allen
      	 	 	25.00%
      	 	 	31,250.00 	 	 	1.2500% 	 	 	  	 
	  	 	Cade 	 	 	56.25% 	 	 	70,312.50 	 	 	2.8125% 	 	 	  	 
	  	 	 
      	 	 	 
      	 	 	125,000.00 	 	 	5.00% 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	ISSUED 	 	LEASE
      TOTAL 	 	 	 
      	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	$	375,000.00 	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	UN-ISSUED 	 	 	  	 	 	  	 	 	  	 	 	  	 
	ADL 	 	391272 	 	 	 
      	 	 	  	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	93,750.00 	 	 	3.75% 	 	 	  	 
	  	 	Donkel
      	 	 	25%
    	 	 	31,250.00 	 	 	1.25% 	 	 	  	 
	  	 	  	 	 	  	 	 	125,000.00 	 	 	5.00% 	 	$	5,760.00 	 
	ADL 	 	391274 	 	 	 
      	 	 	  	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	93,750.00 	 	 	3.75% 	 	 	  	 
	  	 	Donkel
      	 	 	25%
    	 	 	31,250.00 	 	 	1.25% 	 	 	  	 
	  	 	  	 	 	  	 	 	125,000.00 	 	 	5.00% 	 	$	5,760.00 	 
	ADL 	 	391275 	 	 	 
      	 	 	  	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	93,750.00 	 	 	3.75% 	 	$	5,760.00 	 
	  	 	Donkel
      	 	 	25%
    	 	 	31,250.00 	 	 	1.25% 	 	 	  	 
	  	 	  	 	 	  	 	 	125,000.00 	 	 	5.00% 	 	 	  	 
	UN-ISSUED TOTAL 	 	 	  	 	 	375,000.00 	 	 	  	 	$	17,280 	 
	ISSUED/UN-ISSUED TOTALS 	 	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	$	 750,000.00 	 	 	  	 	 	  	 
	BID AMOUNTS/RENTAL TO ESCROW 	 	 	  	 	 	  	 	 	  	 	 	  	 
	GRAND TOTALS 	 	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	TOTAL SALES PRICE
    	 	 	  	 	$	 750,000.00 	 	 	  	 	 	  	 


Page 19 of 19