ASSIGNMENT OF OIL & GAS LEASE

ASSIGNMENT OF OIL & GAS LEASE

This Assignment of Oil & Gas Lease is made and entered into this 1st- day ofOctober, 2008, by and between XXXX X. XXXXXXX and XXXXXXX XXXXXXX, husband and wife, 000 Xxxxx Xxxxxx Xxxx, Xxxxxxx Xxxxx, XX 00000, and XXXX X. XXXXXXX, an unmarried person, 000 Xxxx Xxxx Xxxx, Xxxxxxxxxxxx, XX 00000 (hereinafter referred to as "Assignors") and PHOENIX ENERGY RESOURCE COPORATION, a Nevada Corporation, whose address is 0000 Xxxxxxx Xxxxx, 0xx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000, (hereinafter referred to as "Assignee").

WITNESSETH, NOWTHEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00) cash in hand paid, the receipt of which is hereby acknowledged and other good and valuable consideration, Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, husband and wife, and Xxxx X. Xxxxxxx, an unmarried person, Assignors, do hereby grant, sale, transfer, and assign unto Phoenix Energy Resource Corporation, Assignee, its successors and assigns, all of their right, title and interest in and to the following described oil and gas lease and the oil and gas xxxxx, including any renewals, extensions and amendments thereof, as more particularly described as follows:

SEE ATTACHED EXHIBIT A

This assignment is made subject to the terms and conditions of the aforementioned lease and assignment and the Assignors covenant to the Assignee, its successors and assigns, that they are the lawful owners of the lease and/or assignment, and the rights and interests there under, and that they have good right and authority to sale, convey and assign the same.

TO HAVE AND TO HOLD unto said Assignee, its successors and assigns, subject to the terms and conditions of the subject lease and assignment.

IN TESTIMONY WHEREOF, the Assignors, Xxxx Xxxxxxx and Xxxxxxx Xxxxxxx, husband and wife, and Xxxx X. Xxxxxxx, an unmarried person, have executed the foregoing assignment on the day and date first above written. ASSIGNORS:

Xxxxxxx Xxxxxxx

COMMONWEALTH OF KENTUCKY      )

)

COUNTY OF XXXXXX)

SUBSCRIBE, SWORN TO AND ACKNOWLEDGED before me by, Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, husband and wife, on this the /1 day of October, 2008.

                   NOTARY PUBLIC - STATE AT LARGE

                    Mv Commission Expires: QCl

                    :    June 29.20/V;     J

                    STATE OF NEW HAMPSHIRE

COUNTY

SUBSCRIBE, SWORN TO AND ACKNOWLEDGED before me by, Xxxx X. Xxxxxxx, an unmarried person on this the      / day ofOctober, 2008.

 - STATE AT LARGE My Commission Expires: ^ -,-J(5~ ~<

D. BaiTfe/xxxxxx

XXXXXXXX ^XXXXXX, P.L.L.C.

X.X. Xxx 000

Xxxxxxx Xxxxx, XX 00000-0000

(000) 000-0000

XXXXXXX.XxXXXXX-XXXXXXX

NOTARY PUBLIC My Commission Expires June 25,2013

EXHIBIT A

An oil and gas lease from Xxxx Xxxxx and Xxxxx Means, husband and wife, to Xxxx X. Xxxxxxx and Xxxx X. Xxxxxxx, dated April 14,2008 and recorded in Lease Book 50, Page 526, in the Xxxxx County Clerk's Office. (Lessors' source deed is recorded in Deed Book 145, Page 293 containing 130 acres, more or less)

An oil and gas lease from Xxxx Xxxxx and Xxxxx Xxxxxxxxxxx, to Xxxx X. Xxxxxxx and Xxxx X. Xxxxxxx, dated April 14,2008 and recorded in Lease Book 50, Page 530, in the Xxxxx County Clerk's Office. (Lessors' source deed is recorded in Deed Book 238, Page 539 containing 83 acres, more or less)

An oil and gas lease from Xxxx Xxxxx to Xxxx X. Xxxxxxx and Xxxx X. Xxxxxxx dated April 14,2008 and recorded in Lease Book 50, Page 532, in the Alien County Clerk's Office. (Lessor's source deed is recorded in Deed Book 232, Page 347 containing 45 acres, more or less)