Filed by Automated Filing Services Inc. (604) 609-0244 - Fox Petroleum Inc. - Exhibit 10.1






PURCHASE AGREEMENT 
(North Slope Leases) 

          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") and FOX PETROLEUM (ALASKA), INC.
(hereinafter called "Buyer").

Recitations 

          1. State
of Alaska Oil and Gas Leases ADL 390750, 390753, 390825, 390827, 390993, 390994,
390995 and 390996, covering the lands more particularly described on attached
Exhibit A (hereinafter called the “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; and 

          2
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 $850,000.00 (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 390750 	$	 125,000 	 
	ADL 390753 	$	 125,000 	 
	Subtotal: 	$	 250,000 	 
	 	 	  	 
	ADL 390825 	$	 100,000 	 
	ADL 390827 	$	 100,000 	 
	ADL 390993 	$	 100,000 	 
	ADL 390994 	$	 100,000 	 
	ADL 390995 	$	 100,000 	 
	ADL 390996 	$	 100,000 	 
	TOTAL: 	$	 850,000 	 







          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: 

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

$75,000 in cash or certified funds,
and 

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. 

              
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.

              
(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.

          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 

Page 2 of 17 




          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 83.333%, prior to reservation
of an overriding royalty equal to five percent (5%) of 8/8ths as provided for
below.

       
       (b) 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. 

        
      (c) 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;

           
   (d) 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;

           
   (e) 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;

          
    (f) 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 

           
   (g) 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.
Cade’s Representations: Cade represents, warrants and agrees to and with
the Buyer that: 

Page 3 of 17 




            
  (a) He is an “accredited investor” as that term is defined in 17 CFR
Section 230.501 of Regulation D as promulgated by the U.S. Securities and
Exchange Commission. 

        
      (b) He is acquiring the Shares for investment
purposes and not with a view to the distribution of the Shares. Also, Cade
acknowledges that, prior to acquiring the Shares, he has had an opportunity to
review documents and information concerning Fox Petroleum, Inc. and its business
and financial affairs and to ask questions, and receive answers, concerning Fox
Petroleum, Inc. and its business and financial affairs.

         
     (c) He understands that Fox Petroleum, Inc. will place
a Rule 144 restrictive legend on each certificate representing any of the Shares
which he will receive. 

          7.
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.

          8.
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: 

              
(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

Page 4 of 17 




              
(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 delivery of the Shares and 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. 

          9.
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.

          10.
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 $75,000
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.

          11.
Actions at Closing. At the Closing, the parties shall proceed as follows:


              
(a) The Escrow Agent shall release the initial Seventy Five Thousand and 00/100
Dollars ($75,000.00) of the Purchase Price received in the Escrow Account to the
Sellers in the following amounts:


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



              
(b) The Shares shall be delivered to Cade. 

Page 5 of 17 




              
(c) 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. 

          12.
Post-Closing Actions by Sellers. Within a reasonable time following the
Closing but in no event latter than 60 days from 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. 

          13.
Post-Closing Actions by Escrow Agent. After the Closing, the Escrow Agent
shall proceed as follows: 

              
(a) Upon receipt from Buyer of the $125,000.00 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 	$	 106,250.00 	 
	Samuel H. Cade 	$	 18,750.00 	 
	                   Total:
    	$	 125,000.00 	 



              
(b) Upon receipt from Buyer of the $50,000.00 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 	$	 50,000.00 	 
	Samuel H. Cade 	$	 00.00 	 
	           
             Total: 	$	 50,000.00 	 



              
(c) 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. 

          14.
Post-Closing Provisions: After the Closing, the following additional
provisions shall become operative: 

             
 (a) 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. 

          
    (b) 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 

Page 6 of 17 




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).

          15.
Limitation of Liability; Indemnification. If a Seller has properly
executed, acknowledged and delivered any and all Assignments attributable to his
interest in the 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.

          16.
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) 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.

                   
(iii) 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, said amount or
amounts shall 

Page 7 of 17 




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 16(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.

          17.
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.


        
      (b) Entire Agreement. This Agreement
constitutes the entire agreement between the parties and supercedes all prior
agreements, understandings, negotiations 

Page 8 of 17 




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 9 of 17 





	 	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 10 of 17 




          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 
	 	  	  
	 	  	  
	 	  	  
	 	MONTE J. ALLEN 
	 	  	  
	 	  	  
	 	/s/ 	Samuel
      H. Cade 
	 	SAMUEL H. CADE 


SELLERS 

	 	FOX PETROLEUM (ALASKA), INC. 
	 	  	  
	 	  	  
	 	By: 	/s/
      Alexander Craven 
	 	  	its Director 


BUYER 

ESCROW AGENT AGREES TO THE
TERMS SET FORTH IN SECTIONS 3, 11
and 
13 OF THE FOREGOING AGREEMENT: 

RYAN GUNSAULS & O’DONNELL 

	By: 	/s/ Douglas A. Barr 	 
	 	Douglas Barr 	 


Page 11 of 17 




EXHIBIT A 
PART I: ISSUED LEASES


	ADL 390750 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	01 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	02 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	03 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	10 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	11 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	12 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	13 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	14 	Total Acres: 	640 
	Meridian: 	S 	Township: 	015N 	Range: 	006W 	Section: 	15 	Total Acres: 	640 
	     THIS TRACT CONTAINS
      5,760.00 ACRES, MORE OR LESS. 	  	  
	  	  	  	  	  	  	  	  	  	  
	ADL 390753 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	19 	Total Acres: 	604 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	20 	Total Acres: 	640 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	21 	Total Acres: 	620 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	28 	Total Acres: 	622 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	29 	Total Acres: 	640 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	30 	Total Acres: 	606 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	31 	Total Acres: 	607 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	32 	Total Acres: 	640 
	Meridian: 	S 	Township: 	016N 	Range: 	006W 	Section: 	33 	Total Acres: 	623 
	     THIS TRACT
      CONTAINS 5,657.00 ACRES, MORE OR LESS. 	  	  
	  	  	  	  	  	  	  	  	  	  
	ADL 390825 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	U 	Township: 	009N 	Range: 	021E 	Section: 	05 	Total Acres: 	475 
	Meridian: 	U 	Township: 	009N 	Range: 	021E 	Section: 	06 	Total Acres: 	524 
	Meridian: 	U 	Township: 	009N 	Range: 	021E 	Section: 	07 	Total Acres: 	628 
	Meridian: 	U 	Township: 	009N 	Range: 	021E 	Section: 	08 	Total Acres: 	640 
	     THIS
      TRACT CONTAINS 2,447.450 ACRES, MORE OR LESS. 	  	  
	  	  	  	  	  	  	  	  	  	  
	ADL 390827 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	U 	Township: 	010N 	Range: 	021E 	Section: 	27 	Total Acres: 	640 
	Meridian: 	U 	Township: 	010N 	Range: 	021E 	Section: 	28 	Total Acres: 	640 
	Meridian: 	U 	Township: 	010N 	Range: 	021E 	Section: 	33 	Total Acres: 	514 
	Meridian: 	U 	Township: 	010N 	Range: 	021E 	Section: 	34 	Total Acres: 	640 
	     THIS TRACT
      CONTAINS 2,434.410 ACRES, MORE OR LESS. 	  	  
	  	  	  	  	  	  	  	  	  	  
	ADL 390993 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	U 	Township: 	009N 	Range: 	018E 	Section: 	01 	Total Acres: 	640 
	Meridian: 	U 	Township: 	009N 	Range: 	018E 	Section: 	02 	Total Acres: 	640 
	Meridian: 	U 	Township: 	009N 	Range: 	018E 	Section: 	11 	Total Acres: 	640 
	Meridian: 	U 	Township: 	009N 	Range: 	018E 	Section: 	12 	Total Acres: 	640 
	     THIS
      TRACT CONTAINS 2,560.000 ACRES, MORE OR LESS. 	  	  


Page 12 of 17 





	ADL 390994 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	U 	Township: 	019N 	Range: 	019E 	Section: 	03 	Total Acres: 	640 
	Meridian: 	U 	Township: 	019N 	Range: 	019E 	Section: 	04 	Total Acres: 	640 
	Meridian: 	U 	Township: 	019N 	Range: 	019E 	Section: 	09 	Total Acres: 	640 
	Meridian: 	U 	Township: 	019N 	Range: 	019E 	Section: 	10 	Total Acres: 	640 
	     THIS
      TRACT CONTAINS 2,560.000 ACRES, MORE OR LESS. 	  	  
	  	  	  	  	  	  	  	  	  	  
	ADL 390995 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	U 	Township: 	009N 	Range: 	019E 	Section: 	23 	Total Acres: 	640 
	Meridian: 	U 	Township: 	009N 	Range: 	019E 	Section: 	24 	Total Acres: 	640 
	     THIS TRACT
      CONTAINS 1,280.000 ACRES, MORE OR LESS. 	  	  
	  	  	  	  	  	  	  	  	  	  
	ADL 390996 Legal Description 	  	  	  	  	  	  	  
	Meridian: 	U 	Township: 	009N 	Range: 	019E 	Section: 	15 	Total Acres: 	640 
	Meridian: 	U 	Township: 	009N 	Range: 	019E 	Section: 	16 	Total Acres: 	640 
	Meridian: 	U 	Township: 	009N 	Range: 	019E 	Section: 	21 	Total Acres: 	640 
	Meridian: 	U 	Township: 	009N 	Range: 	019E 	Section: 	22 	Total Acres: 	640 
	     THIS
      TRACT CONTAINS 2,560.000 ACRES, MORE OR LESS. 	  	  


Page 13 of 17 




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 14 of 17 




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 15 of 17 





	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 16 of 17 




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

	  	 	LEASE # 	 	 	WI % 	 	 	PURCHASE PRICE 	 	 	ORRI % Retained 	 
	  	 	ISSUED 	 	 	  	 	 	  	 	 	  	 
	         
       ADL 	 	390750 	 	 	 
      	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	93,750.00 	 	 	3.75% 	 
	  	 	Donkel
      	 	 	25%
    	 	 	31,250.00 	 	 	1.25% 	 
	  	 	  	 	 	  	 	 	125,000.00 	 	 	5.00% 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	           ADL 	 	390753 	 	 	  	 	 	  	 	 	  	 
	  	 	Cade
      	 	 	75%
    	 	 	93,750.00 	 	 	3.75% 	 
	  	 	Donkel 	 	 	25% 	 	 	31,250.00 	 	 	1.25% 	 
	  	 	 
      	 	 	 
      	 	 	125,000.00 	 	 	5.00% 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	         
       ADL 	 	390825 	 	 	 
      	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	75,000.00 	 	 	3.75% 	 
	  	 	Donkel
      	 	 	25%
    	 	 	25,000.00 	 	 	1.25% 	 
	  	 	  	 	 	  	 	 	100,000.00 	 	 	5.00% 	 
	         
       ADL 	 	390827 	 	 	 
      	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	75,000.00 	 	 	3.75% 	 
	  	 	Donkel
      	 	 	25%
    	 	 	25,000.00 	 	 	1.25% 	 
	  	 	  	 	 	  	 	 	100,000.00 	 	 	5.00% 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	           ADL 	 	390993 	 	 	  	 	 	  	 	 	  	 
	  	 	Cade
      	 	 	75%
    	 	 	75,000.00 	 	 	3.75% 	 
	  	 	Donkel 	 	 	25% 	 	 	25,000.00 	 	 	1.25% 	 
	  	 	 
      	 	 	 
      	 	 	100,000.00 	 	 	5.00% 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	         
       ADL 	 	390994 	 	 	 
      	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	75,000.00 	 	 	3.75% 	 
	  	 	Donkel
      	 	 	25%
    	 	 	25,000.00 	 	 	1.25% 	 
	  	 	  	 	 	  	 	 	100,000.00 	 	 	5.00% 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	           ADL 	 	390995 	 	 	  	 	 	  	 	 	  	 
	  	 	Cade
      	 	 	75%
    	 	 	75,000.00 	 	 	3.75% 	 
	  	 	Donkel 	 	 	25% 	 	 	25,000.00 	 	 	1.25% 	 
	  	 	 
      	 	 	 
      	 	 	100,000.00 	 	 	5.00% 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	         
       ADL 	 	390996 	 	 	 
      	 	 	  	 	 	  	 
	  	 	Cade 	 	 	75% 	 	 	75,000.00 	 	 	3.75% 	 
	  	 	Donkel
      	 	 	25%
    	 	 	25,000.00 	 	 	1.25% 	 
	  	 	  	 	 	  	 	 	100,000.00 	 	 	5.00% 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	TOTAL 	 	  	 	 	  	 	 	850,000.00 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	       
                 CADE 	 	 	  	 	$	37,500.00 	 	 	  	 
	             
           CADE (Stock) 	 	 	  	 	$	600,000.00 	 	 	  	 
	       
                 DONKEL 	 	 	  	 	$	212,500.00 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	  	 
	TOTAL SALES PRICE
    	 	 	  	 	$	850,000.00 	 	 	  	 


Page 17 of 17