Phoenix Energy Resource Corporation: Exhibit 10.4 - Filed by newsfilecorp.com











Exhibit 10.4


Shareholder Investment Agreement


	Party A: Qianxinan Aosen Forestry Company, Limited 	Address: Hexin Village, Guizhou Dingxiao
      Economic Development Zone 
	Party B: Guizhou Yinyan Wood Co., Ltd. 	Address: Gelao Site, Bailang Village, Yunguan
      Town, Nanming District, Guiyang City 


This Agreement is made upon the incorporation of Qianxinan
Silvan Flooring Company, Limited jointly invested in by the two parties pursuant
to the laws and regulations of the PRC for mutual observance.

1. Names and addresses of the investors

Address: Hexin Village, Guizhou Dingxiao Economic Development
Zone Shareholder: Qianxinan Aosen Forestry Company, Limited Legal
representative: Bai Yulu ID Card No. 520102196412161618

Address: Gelao Site, Bailang Village, Yunguan Town, Nanming
District, Guiyang City

Shareholder: Guizhou Yinyan Wood Co., Ltd.

Legal representative: Bai Yulu

ID Card No. 520102196412161618

2. Form and Amount of Investment

The total investment amount of the investors is RMB 20 million
yuan only (the Total Investment), 11 million yuan from Party A accounting for
55% of the Total Investment, 9 million yuan from Party B accounting for 45% of
the Total Investment.

Each investor shall before ( ) of 2007 pay the above amount
into the account of the specified bank: 

_________________________________.

3. Distribution of Profit and Bearing of Loss

Each investor shall get the profit generated by the investment
and bear the loss arising from the investment in the proportion of its
investment amount to the Total Investment.

Each investor shall bear liability for the investment within
the scope of its investment amount, the investors shall bear liability towards
Qianxinan Silvan Flooring Company, Limited within the scope of the Total
Investment.

The shares formed by the investment amount of the investors and
the ownership interest of the investors therein shall be owned jointly by the
investors in proportion to their respective investment amount.




Each investor shall be entitled to obtain corresponding
property in proportion to its investment amount after the transfer of its shares
in Qianxinan Silvan Flooring Company, Limited (hereinafter referred to as the
Company).

4. Management of the Investment

4.1 The investors delegate Party B to handle the daily
management of the investment on behalf of all the investors, including but not
limited to: (1) The exercise of the right and the performance of obligation as
the incorporator of the Company at the stage of the incorporation of the
Company; (2) The exercise of the right and the performance of obligation as the
shareholder of the Company after the incorporation of the Company; 4.2 Party A
shall be entitled to check the daily management, Party B shall be obligated to
report to the other investor the operational and the financial situation of the
investment; 4.3 The earnings from the management of the investment by Party B
belongs to both investors and the loss or civil liability from the management of
the investment by Party B shall be borne by both investors; 4.4 Party B shall
make compensation for the loss suffered by the other investor as a result of
negligence or non-compliance with this Agreement of Party B in the management of
the investment.

4.5 Each investor may object to the management of the
investment by Party B, upon which time the management shall be suspended. A
dispute, if any, shall be settled mutually by the two investors; 4.6 The
following matters shall be agreed upon by the investors unanimously: (1)
Transfer the shares in Qianxinan Silvan Flooring Company, Limited; (2) Make
investment with the above shares; (3) Change the manager of the investment.

5. Investment Transfer

5.1 The investor shall obtain the consent of the other investor
for the transfer of all or part of the investment of the former to other person
than the parties hereto; 5.2 If one party intends to transfer all or part of its
shares in the total investment to the other, it shall notify the other of such
intention; 5.3 If one party intends to transfer its shares in the total
investment pursuant to laws, the other party shall have the right of the first
refusal under equal conditions.

6. Other Rights and Obligations

6.1 The investors shall not transfer or dispose of its shares
without permission;




6.2 The investors shall not transfer its shares or investment
amount within 3 years after the registration date of Qianxinan Silvan Flooring
Company, Limited; 6.3 Either investor shall not withdraw its investment amount
from the Company illegally after the incorporation of Qianxinan Silvan Flooring
Company, Limited; 6.4 When Qianxinan Silvan Flooring Company, Limited can not be
incorporated, the investors shall bear the debt and expense incurred in the act
of incorporation in proportion to their investment amount.

7. Assignment of Responsibility and Appointment

Both parties shall appoint Bai Duolu as the Chairman of the
Board of Directors and legal representative of the Company.

8. Liability for Breach of Agreement

In order to secure the actual performance of this Agreement,
Party B voluntarily provides guarantee to the other investor(s) with all it has.
Party B guarantees to take the liability for breach hereof towards the other
investor within the scope of the above property if it breaches this Agreement
and causes loss to the other investor.

9. Miscellaneous Provisions

9.1 The unexhausted matters hereof shall be subject to a
supplementary agreement signed after the unanimous consent by the investors
through friendly discussion. 

9.2 This Agreement shall become effective upon the signature
and seal by both investors. This Agreement is made in duplicate, with each party
keeping one duplicate.

	Party A (signature): Bai Yulu 	Party B (signature): Bai Yulu 
	October 16, 2007 	October 16, 2007 
	Place of signature: ______________________	Place of signature:
  ______________________