Filed by Automated Filing Services Inc. (604) 609-0244 - Fox Petroleum Inc. - Exhibit 10.2






AMENDMENT AGREEMENT NO. 1 TO PURCHASE
AGREEMENT

THIS AMENDMENT AGREEMENT NO. 1 is made and entered into the
2nd day of November, 2007, by and between DANIEL K. DONKEL, SAMUEL H.
CADE (hereinafter collectively referred to as "Sellers"), FOX PETROLEUM
(ALASKA), INC. (hereinafter called "Buyer"), and FOX PETROLEUM INC.

WHEREAS:

A. The Sellers and the Buyer have entered into an agreement
titled "Purchase Agreement (North Slope Leases)" (hereinafter called
"Purchase Agreement") whereby the Buyer agreed to acquire certain State
of Alaska oil and gas leases from the Sellers for $850,000.00;

B. As a portion of the purchase price, the Buyer was to pay
400,000 shares of common stock of Fox Petroleum Inc., even though Fox Petroleum
Inc. was not a party to the Purchase Agreement;

C. Therefore, the Sellers, the Buyer, and Fox Petroleum Inc.
(hereinafter collectively referred to as "Parties") wish to amend the
Purchase Agreement by adding Fox Petroleum Inc. to a party to the Purchase
Agreement;

D. Furthermore, 400,000 shares of common stock of Fox Petroleum
Inc. (the "Shares") were to be delivered to Samuel H. Cade on or before
October 25, 2007, but the Shares are not yet issued and delivered; and

E. Therefore, the Parties wish to change the date that the
Shares are to be delivered.

     NOW THEREFORE, in consideration
of the mutual covenants herein contained, and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the
parties hereto agree as follows:

1. FOX PETROLEUM INC.

1.1 The introductory paragraph of the Purchase Agreement is
hereby deleted and the following substituted therefor:

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

2. AMENDMENT TO SECTION 2

2.1 Section 2 of the Purchase Agreement is hereby amended by
replacing "the Buyer" with "the Buyer and Fox Petroleum Inc.".




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3. AMENDMENT TO SECTION 3

3.1 Section 3 of the Purchase Agreement is hereby deleted and
the following substituted therefor:

	 	3. 	 Payment of Purchase Price.



(a)(1) 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:

On or before Wednesday, October 25,
2007, the following shall be paid:

$75,000 in cash or certified funds,
and

On or before Friday, November 2,
2007, $125,000 in cash or certified funds shall be paid; and

On or before Friday, December 7,
2007, the remaining $50,000 in cash or certified funds shall be paid. 

(a)(2) The Purchase Price as set
forth in Section 2 above shall be paid by Fox Petroleum Inc. on the following
date and in the indicated amount:

On or before Friday, November 9,
2007, the following shall be paid:

400,000 shares of common stock of
Fox Petroleum Inc. (the "Shares") shall be issued in the name of Samuel H. Cade
(shares have an agreed value of $600,000.00) and the subject stock certificate
evidencing such shares delivered to Cade.

     (b)
Buyer shall deliver each of the installments of the Purchase Price as set forth
in subparagraph (a)(1) 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.




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4. BALANCE OF TERMS

4.1 All other terms of the Purchase Agreement shall remain in
full force and effect.

4.2 In the event of any conflict in the terms of this Amendment
with the terms of the Purchase Agreement, the terms of this Amendment shall
govern and control.

5. COUNTERPART EXECUTION

5.1 For the sake of simplicity in execution, this Amendment
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 Amendment Agreement which are executed by telefax signature shall be
valid and binding as original signatures for all purposes (evidentiary or
otherwise).

IN WITNESS WHEREOF. the parties hereto have executed this
Amendment Agreement as of the date first written above.

	SELLERS: 	BUYER: 
	  	  	  
	/s/ Daniel K. Donkel 	FOX PETROLEUM (ALASKA), INC.
    
	DANIEL K. DONKEL 	  	  
	  	  	  
	  	  	  
	/s/ Samuel H. Cade 	By: 	/s/ Alexander Craven 
	SAMUEL H. CADE 	  	Alexander Craven 
	  	  	President 


FOX PETROLEUM INC.

	 By:	/s/ Richard Moore 
	 	Richard Moore 
	 	President and Chief Executive Officer
  


ESCROW AGENT AGREES TO THE TERMS SET FORTH IN SECTION 3 OF
THE FOREGOING AMENDMENT NO. 1 TO PURCHASE AGREEMENT:

RYAN GUNSAULS & O’DONNELL

	 By:	/s/ Douglas Barr 
	 	Douglas Barr