ASSIGNMENT OF OVERRIDING ROYALTY INTEREST

ASSIGNMENT OF OVERRIDING ROYALTY INTEREST

This Assignment of Overriding Royalty Interest is made and entered into this  day of September, 2008, by and between 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 "Assignor") and XXXX X. XXXXXXX, a married person, 000 Xxxxx Xxxxxx Xxxx, Xxxxxxx 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, Phoenix Energy Resource Corporation and Assignors, do hereby grant, sale, transfer, and assign unto, Xxxx X. Xxxxxxx, Assignee, his heirs and assigns, a five (5%) percent overriding royalty 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 of a five (5%) percent overriding royally interest is made subject to the terms and conditions of the aforementioned leases and the Assignor covenants to the Assignee, his heirs and assigns, that it is the lawful owner of the leases and/or assignments, and the rights and interests there under, and that it has good right and authority to sale, convey and assign the same.

TO HAVE AND TO HOLD unto said Assignee, his heirs and assigns, subject to the terms and conditions of the subject leases and assignments.

IN   TESTIMONY   WHEREOF,   the   Assignor,   Phoenix   Energy   Resource Corporation, has executed the foregoing assignment on the day and date first above written. ASSIGNOR: PHOENIX ENERGY RESOURCES CORPORATION

Xxxx Xxxxxx SouUier, CEO

STATE OF COUNTY OF

SUBSCRIBE, SWORN TO AND ACKNOWLEDGE: Xxxxxx SouUier, CEO of Phoenix Energy Resources Corporate by and on behalf of said corporation, on this the       ;2-»  le by. Xxxx 'Corporation, 2008.

NOTARf PUBLIC - STATE AT LARGE My Commission Expires: <h&^- ■?>

PREP.

xxxx Xxxxx

XXXXXXXX^xx XXXXXX, P.L.L.C. X.X. Xxx 000

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

EXHIBIT A

Being a five (5%) percent overriding royalty interest in the Oil and Gas Leases assigned to Phoenix Energy Resource Corporation, a Nevada corporation, from Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, husband and wife, by Assignment dated October 13, 2008 and recorded in Lease Book, Page, in the Xxxxx County Clerk's Office, which leases are more fully described as follows:

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)

Being a five (5%) percent overriding royalty interest in the Oil and Gas Leases assigned to Phoenix Energy Resource Corporation, a Nevada corporation, from Xxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, husband and wife, and Xxxx X. Xxxxxxx, an unmarried person, by Assignment dated October 1, 2008 and recorded in Lease Book, Page, in the Xxxxx County Clerk's Office, which leases are more fully described as follows:

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, hi the Xxxxx County Clerk's Office. (Lessors' source deed is recorded hi 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 hi Lease Book 50, Page 532, hi the Xxxxx County Clerk's Office. (Lessor's source deed is recorded hi Deed Book 232, Page 347 containing 45 acres, more or less)