Phoenix Energy Resource Corporation: Exhibit 4.2 - Filed by newsfilecorp.com






Exhibit 4.2

CONVERTIBLE PROMISSORY NOTE 

	$2,400,000 	Date: September 7, 2010
    


FOR VALUE RECEIVED, CHINA BINGWU FORESTRY GROUP LIMITED,
a Hong Kong company (the “Company”), unconditionally promises to pay to the
order of GOLDENBRIDGE INVESTMENT HOLDINGS LIMITED, a British Virgin
Islands company (the “Holder”), or its registered assigns or successors in
interest or order, without demand, the sum of Two Million Four Hundred Thousand
Dollars ($2,400,000) (the “Principal”) on or before November 15, 2010 (the
“Maturity Date”), in exchange for loan in the amount of the Principal provided
by Holder to the Company. The following terms shall apply to this Convertible
Promissory Note (the “Note”): 

ARTICLE I 

INTEREST 

1.1 Non-Interest Bearing. The parties hereby agree that
this Note shall not accrue interest during its term. 

1.2 Convertible. If at any time prior to Maturity Date
the Company is party to a reorganization or business combination transaction
where the Company is not the surviving entity (a “Reorganization”), the
principal balance of this Note shall be immediately convertible, in whole and
not in part, into shares of common stock of the surviving entity (the
“Conversion Shares”) at the option of the Holder or other holder hereof. The
number of Conversion Shares issuable upon such Reorganization shall be equal to
the quotient obtained by dividing the principal amount hereunder by $1.20 (the
“Conversion Price”) and upon such conversion, this Note shall be deemed canceled
without further action of the Holder or the Company. In the event of a
stock-split, stock dividend, recapitalization or similar event of the Company or
of a surviving entity in connection with a Reorganization, the Conversion Price
and Conversion Shares shall be equitably adjusted to reflect the occurrence of
such event in a manner reasonably satisfactory to the Holder.

1.3 Prepayment. The Company may prepay all or any part
of the amounts outstanding under this Note at any time without the express
written consent of the Holder.

1.4 Taxes. Any and all payments by the Company to or for
the account of the Holder under this Note shall be made free and clear of and
without deduction for any taxes, except as required by applicable law. If the
Company shall be required by any applicable law to deduct any taxes from or in
respect of any sum payable under this Note to the Holder, (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this
Section 1.4 ), the Holder receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Company shall make such
deductions, (iii) the Company shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law, and
(iv) as promptly as practicable after the date of such payment, the Company
shall furnish to the Holder the original or a certified copy of a receipt
evidencing payment thereof. 




ARTICLE II 

COVENANTS 

2.1 Covenants of the Company. The Company covenants and
agrees that, so long as all or any of the Principal of this Note remains outstanding, it
shall: (a) preserve its corporate existence and continue to engage in business
of the same general type as conducted as of the date hereof; and (b) comply in
all respects with all statutes, laws, ordinances, orders, judgments, decrees,
injunctions, rules, regulations, permits, licenses, authorizations and
requirements (the “Requirement(s)”) of all governmental bodies, departments,
commissions, boards, companies or associates insuring the premises, courts,
authorities, officials, or officers, which are applicable to the Company or its
property; except wherein the failure to comply would not have a materially
adverse on (i) the business, property, results of operations or
condition (financial or otherwise) of the Company and its Subsidiaries taken as
a whole or (ii) the ability of the Company to perform its obligations under this
Note; provided that nothing contained herein shall prevent the Company from
contesting the validity or the application of any Requirements. As used in this
Note, “Subsidiary” means, with respect to a person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which at least a majority of the total
voting power of the voting stock is at the time owned or controlled, directly or
indirectly, by such person, and, in respect of the Company, shall also include
any corporation, company (including any limited liability company), association,
partnership, joint venture or other business entity from time to time organized
and existing under the laws of the People’s Republic of China whose financial
reporting is consolidated with the Company in any audited financial statements
filed by the Company with the Commission in accordance with the Securities and
Exchange of 1934 as amended, together with the rules and regulations promulgated
thereunder from time to time in effect. 

ARTICLE III 

EVENTS OF DEFAULT; REMEDIES 

3.1 Events of Default. The occurrence of any of the
following events shall constitute an event of default (“Event of Default”):

(a) Failure to Pay Principal. The Company shall fail to
pay the Principal, when due under this Note. 

(b) Breach of Covenant. The Company breaches any
covenant in this Note in any material respect, which failure is not cured, if
possible to cure, within five Business Days after the Company has become or
should have become aware of such failure. 

(c) General Assignment. The Company or any Subsidiary
makes an assignment for the benefit of creditors, or apply for or consent to the
appointment of a receiver or trustee for them or for a substantial part of their
property or business; or such a receiver or trustee shall otherwise be
appointed. 

(d) Bankruptcy. Bankruptcy, insolvency, reorganization,
or liquidation proceedings or other such proceedings or relief under any
bankruptcy, insolvency or restructuring law or any law, or the issuance of any
notice in relation to such event, shall be instituted by or against the Company
or any Subsidiary. 

3.2 Remedies. If an Event of Default occurs and is
continuing, the Holder, by written notice to the Company, may declare 100% of
the Principal to be due and payable immediately, and upon any such declaration
Principal shall be immediately due and payable. If an Event of Default specified
in Sections 3.1(c) or (d) above occurs, the Principal shall automatically, and
without any declaration or other action on the part of the Holder, become
immediately due and payable, unless the Holder delivers a waiver of such
acceleration in writing; provided that no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon.
Upon an acceleration hereunder, the Principal shall be immediately due and payable and the Holder
shall have the right to exercise all available and applicable remedies.

- 2 - 




ARTICLE IV 

MISCELLANEOUS 

4.1 Non-Waiver and Other Remedies. No course of dealing,
failure or delay on the part of the Holder of this Note in exercising any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. All
rights and remedies existing hereunder are cumulative to, and not exclusive of,
any rights or remedies otherwise available. 

4.2 Notices. Any notice required or permitted pursuant
to this Note shall be given in writing and shall be given either personally or
by sending it by next-day or second-day courier service, fax, electronic mail or
similar means to the address as shown below (or at such other address as such
party may designate by fifteen (15) days’ advance written notice to the other
parties to this Note given in accordance with this section): 

	If to the Holder: 	Goldenbridge Investment Holdings Limited 
	  	c/o Qian Xi Nan Aosen Forestry Company,
      Limited, 
	  	Jun Yue Hua Ting, Building A 
	  	3rd Floor, Unit -1, #58 Xin Hua Road 
	  	Guiyang, Guizhou
  550002 
		People's Republic of
    China  
	  	Fax: 86 851-552-0951 
	  	Attention: Mr. Yulu Bai 
	 	 
	If to the Company: 	China Bingwu Forestry Group Limited 
	  	c/o Qian Xi Nan Aosen Forestry Company,
      Limited, 
	  	Jun Yue Hua Ting, Building A 
	  	3rd Floor, Unit -1, #58 Xin Hua Road 
	 	Guiyang, Guizhou
  550002 
		People's Republic of
    China  
	  	Fax: 86 851-552-0951 
	  	Attention: Mr. Yulu Bai 
	 	 
	  	with a copy to (which shall not constitute
      notice): 
	 	 
	  	Pillsbury Winthrop Shaw Pittman LLP 
	  	2300 N Street, NW 
	  	Washington, DC
  20037-1122 
	  	Attention: Joseph R. Tiano, Esq. 
	  	Fax: (202) 354.4844 


Where a notice is sent by next-day or second-day courier
service, service of the notice shall be deemed to be effected by properly
addressing, pre-paying and sending by next-day or second-day service through an
internationally-recognized courier a letter containing the notice, with a
confirmation of delivery, and to have been effected at the expiration of two (2)
days after the letter containing the same is sent as aforesaid. Where a notice
is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice
through a transmitting organization, with a written confirmation of delivery,
and to have been effected on the day the same is sent as aforesaid. 

- 3 - 




4.3 Assignability. This Note shall be binding upon the
Company and its successors and assigns, and shall inure to the benefit of the
Holder and its successors and assigns. Subject to applicable laws and
regulations, this Note and all rights hereunder may be transferred or assigned
in whole or in part by the Holder, and the Company shall assist the Holder in
consummating any such transfer or assignment. The Company may not assign this
Note without the consent of the Holder. A transfer of this Note may be effected
only by a surrender hereof to the Company and the issuance by the Company of a
new note or notes in replacement thereof, which shall be registered by the
Company in accordance with Section 4.4 hereof once an executed copy of
the replacement note has been executed by the transferee. 

4.4 Transfer Register. In the event of a transfer, the
Company shall maintain a register (the “Register”) for the registration or
transfer of this Note, and shall enter the names and addresses of the registered
holders of this Note, the transfers of this Note and the names and addresses of
the transferees of this Note. The Company shall treat any registered holder as
the absolute owner of this Note held by such holder, as indicated in the
Register, for the purpose of receiving payment of all amounts payable with
respect to this Note and for all other purposes. This Note and the right, title,
and interest of any person in and to this Note shall be transferable only upon
notation of such transfer in the Register. Solely for purposes of this
Section 4.4 and for tax purposes only, the keeper of the Register, if it
is not the Company, shall be the Company’s agent for purposes of maintaining the
Register.

4.5 Governing Law; Rules of Construction. THIS NOTE AND
THE RIGHTS AND OBLIGATIONS OF THE COMPANY HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. 

4.6 United States Dollars. All references to “$” or
dollars in this Note shall refer to the currency of the United States.

IN WITNESS WHEREOF, this Note has been executed and delivered
on the date specified above by the duly authorized representative of the
Company. 

CHINA BINGWU FORESTRY GROUP LIMITED


By: /s/ Ren Ping
Tu                                      

Name: Ren Ping Tu 
Title: Director 


- 4 -