LEASE PURCHASE AND SALE AGREEMENT

A.

Fox L.L.C. is the beneficial owner of certain oil and gas lease assets located onshore in the North Slope of Alaska; and

B.

Fox Inc. wishes to purchase from Fox L.L.C. and Fox LLC wishes to sell to Fox Inc. those oil and gas lease assets on the terms and conditions as described in this Agreement;

1.

DEFINITIONS

1.1

In this Agreement:

(a)

“ Agreement ” means this lease purchase and sale agreement including attached Schedule “A” and Schedule “B”

(b)

“ Assets ” means the Petroleum and Natural Gas Rights and Leases described in Schedule “A” of this Agreement;

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(c)

“ Closing Date ” means five business days after the effective date of the assignment of the Leases have been registered by the Land Administration System in the name of Fox Inc.;

(d)

“ Lands ” means the lands described in Schedule “A” of this Agreement;

(e)

“ Leases ” means collectively the leases, reservations, permits, licenses, or other documents of title described in Schedule “A” of this Agreement, including any renewals or extensions thereof, by virtue of which the holder is entitled to enter, access, drill for, win, take, own or remove the leased substances within, on or under the Lands;

(f)

“ oil and gas ” includes all minerals and hydrocarbon substances regardless of gravity or phase (including coal and coalbed gas) including, but not limited to condensate, helium, hydrogen, nitrogen and other gases;

(g)

“ Petroleum and Natural Gas Rights ” means the entire legal interest of Fox L.L.C. in and to the Leases.

2.

INTERPRETATION

2.1

The headings of the clauses of this Agreement are inserted for convenience of reference only and shall not affect the meaning or construction of the Agreement.

2.2

Whenever the singular or masculine or neuter is used in this Agreement, they shall be interpreted as meaning the plural or feminine or body politic or corporate, and vice versa, as the context requires.

2.3

If there is any conflict or inconsistency between the provisions of this Agreement and those of a schedule attached hereto, the provisions of this Agreement shall prevail. If any term or condition of this Agreement conflicts with a term or condition of any Lease, or the requirements of any governmental authority or agency having jurisdiction, then the term or condition of such Lease or governmental authority or agency shall prevail and this Agreement shall be deemed to be amended to the extent required.

3.

PURCHASE AND SALE AND CLOSING DATE

3.1

Fox Inc. hereby agrees to purchase the Assets from Fox L.L.C. and Fox L.L.C. hereby agrees to sell the Assets to Fox Inc. for a purchase price of 20,000,000 common restricted shares of Fox Inc. (the “Shares”).

3.2

On the Closing Date, Fox Inc. shall transfer the Shares to Fox L.L.C. or such other person as FOX L.L.C. may direct in writing prior to the Closing Date.

3.3

Fox L.L.C. will deliver to Fox Inc. a combined 100% working interest in the Assets, which shall be free and clear of any liens or encumbrances save and except for a royalty to the State of Alaska of 16.66667% and a private royalty equal to five percent (5%) as provided for in the Leases.

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4.

CONVEYANCE AND ASSIGNMENT OF LEASES

4.1

Fox L.L.C. shall deliver to Fox Inc. prior to the Closing Date a General Conveyance: Assignment of Leases, substantially in the form attached as Schedule “B” to this Agreement and Fox Inc. and Fox L.L.C. shall execute the General Conveyance: Assignment of Leases on or effective the Closing Date.

4.2

Fox L.L.C. shall cause the registered owners of the Assets to execute any instrument necessary to transfer legal ownership of the Assets to Fox Inc. and shall provide copies of such instruments to Fox Inc. Fox L.L.C. shall also provide at or after the Closing Date, any specific assignments, transfers or further assurances as Fox Inc. may reasonably require to obtain title to any Assets purchased herein, but no such documents shall require Fox L.L.C. to assume or incur any obligation, or to provide any representation or warranty, beyond that contained in this Agreement. Fox L.L.C. shall co-operate with Fox Inc. as reasonably required to secure execution of such documents by parties other than Fox L.L.C. and Fox Inc.

4.3

All costs incurred in registering any conveyances and assignment of title to the Assets, and all costs of preparing and registering any further assurances required to convey the Assets, shall be borne by Fox Inc.

5.

FOX L.L.C.'S REPRESENTATIONS

5.1

Fox L.L.C. represents and warrants to Fox Inc. that:

(a)

Fox L.L.C. is, and at the Closing Date shall continue to be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and duly registered and authorized to carry on business in all jurisdictions where the Lands are located;

(b)

All necessary corporate action has been taken by Fox L.L.C. to authorize the execution, delivery and performance of this Agreement;

(c)

This Agreement has been duly executed and delivered by FOX L.L.C. and, if properly executed and delivered by Fox Inc., constitutes a valid and binding obligation of Fox L.L.C. enforceable in accordance with its terms, and subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, liquidation, reorganization or other laws of general application relating to or affecting rights of creditors;

(d)

Fox L.L.C. has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which Fox Inc. shall have any obligation or liability;

(e)

To the best of the information, knowledge and belief of Fox L.L.C., there are no claims, proceedings, actions or lawsuits in existence, contemplated or threatened against or with respect to the Assets or the interests of Fox L.L.C. therein;

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(f)

To the best of the information, knowledge and belief of Fox L.L.C., all royalties and rentals due under the said Leases and payable by Fox L.L.C. have been properly and timely paid; and

(g)

Fox L.L.C. has not encumbered or alienated its interest in the Assets, and the Assets are now, and will be at the Closing Date, free and clear of all liens, encumbrances and adverse claims created by, through or under Fox L.L.C. except as and if set forth in Schedule “A” to this Agreement. Except as expressly stated in this sub-clause, FOX L.L.C. does not make or give any representation or warranty as to its title to the Assets.

5.2

The representations and warranties of Fox L.L.C. in this clause 5 shall survive the Closing Date and not be merged in any conveyances or other documents provided pursuant to this Agreement, provided that no claim may be made by Fox Inc. against Fox L.L.C., its successors or assigns, pursuant to or based in any way upon any of these representations and warranties unless written notice thereof with reasonable particulars shall have been provided by Fox Inc. to Fox L.L.C. within two (2) years of the Closing Date.

6.

FOX INC.'S REPRESENTATIONS

6.1

Fox Inc. represents and warrants to and with Fox L.L.C. that:

(a)

Fox Inc. is, and at the Closing Date shall continue to be, a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and duly registered and authorized to carry on business in all jurisdictions in which the Lands are located;

(b)

All necessary corporate action has been taken by Fox Inc. to authorize the execution, delivery and performance of this Agreement;

(c)

This Agreement has been duly executed and delivered by Fox Inc. and, if properly executed and delivered by Fox L.L.C., constitutes a valid and binding obligation of Fox Inc. enforceable in accordance with its terms, and subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, liquidation, reorganization or other laws of general application relating to or affecting the rights of creditors; and

(d)

That Fox Inc. is relying upon its own investigations concerning the tile to and fitness of the Assets and is not relying upon any representations, warranties or statements in any form of Fox L.L.C. except those contained in sub-clause 5.1(g) of this Agreement.

(e)

Fox Inc. is a reporting issuer under the Securities Exchange Act of 1934;

(f)

Fox Inc. is in compliance with and is not in default or violation of (and has not received any notice of non-compliance, default or violation with respect to) any law, rule, regulation, order, judgment or decree applicable to Fox Inc. or by which

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(g)

Fox Inc. has timely filed and made available to the Company all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by Fox Inc. with the SEC (collectively, the “Fox Inc. SEC Reports”). Fox Inc. SEC Reports, including all forms, reports and documents filed by Fox Inc. with the SEC after the date hereof and prior to the Closing, (i) were and, in the case of Fox Inc. SEC Reports filed after the date hereof, will be prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), and in the case of such forms, reports and documents filed by Fox Inc. with the SEC after the date of this Agreement, will not as of the time they are filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Fox Inc. SEC Report or necessary in order to make statements in such Fox Inc. SEC Reports, in light of the circumstances under which they were and will be made, not misleading;

(h)

Each of the consolidated financial statements (including in each case, any related notes and schedules), contained in Fox Inc. SEC Reports, including any Fox Inc. SEC Reports filed after the date of this Agreement, complied or will comply, as of its respective date, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (except as may be indicated in the notes thereto) applied on a consistent basis throughout the periods involved and fairly presented in all material respects or will fairly present in all material respects the consolidated financial position of Fox Inc. as of the respective dates thereof and the consolidated results of its operations and cash flows for