ASSIGNMENT OF OIL & GAS LEASE

ASSIGNMENT OF OIL & GAS LEASE

This Assignment of Oil & Gas Lease is made and entered into this 13th day of October, 2008, by and between XXXX X. XXXXXXX and XXXXXXX XXXXXXX, husband and wife, 000 Xxxxx Xxxxxx Xxxx, Xxxxxxx Xxxxx, 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, 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 leases 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 leases and assignment and the Assignors covenant to the Assignee, its successors and assigns, that they are the lawful owners of the leases 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 leases and assignment.

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

Xxxx X. Xxxxxxx                                                  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 13th day of October, 2008.

NOfARY PUBLIC - STATE AT LARGE My Commission Expires: Q(

XXXXXXXX.& XXXXXX, P.L.L.C. X.X. Xxx 000

Xxxxxxx Xxxxx, XX 00000-0000 (000)000-0000   ,

EXHIBIT A

An oil and gas lease from Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx, to Xxxx X. Xxxxxxx dated February 25,2008 and recorded in Lease Book 50, Page 524, in the Xxxxx County Clerk's Office. (Lessors' source deed is recorded in Deed Book 144, Page 344 containing 4.70 acres, more or less)

An oil and gas lease from Xxxxxxx Xxxxxx and Xxxxxx Xxxxxx, to Xxxx X. Xxxxxxx dated September 30,2008 and recorded in Lease Book 50, Page 572, in the Xxxxx County Clerk's Office. (Lessors' source deed is recorded in Deed Book 143, Page 179 containing 72.5 acres, more or less)

An oil and gas lease from Xxxxx Xxxxxxxx, to Xxxx X. Xxxxxxx, a married person, dated April 14,2008 and recorded in Lease Book 50, Page 528, in the Xxxxx County Clerk's Office. (Lessor's source deed is recorded in Deed Book 244, Page 393 containing 20 acres, more or less)

An oil and gas lease from Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxxxx, to Xxxx X. Xxxxxxx, dated June 30,2008 and recorded in Lease Book 50, Page 545, 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 Xxxxxx Xxxxxx to Xxxx X. Xxxxxxx dated June 30, 2008 and recorded in Lease Book 50, Page 547, in the Xxxxx County Clerk's Office. (Lessor's source deed is recorded in Deed Book 232, Page 347 and Deed containing 45 acres, more or less)