Phoenix Energy Resource Corporation: Exhibit 10.15 - Filed by
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Exhibit 10.15

Loan Contract of Bank of Chongqing  

(Corporate RMB Loan) 

Party A (Lender): Bank of Chongqing Guiyang
Branch Sub-branch (Department) 

Party B (Borrower): Qianxinan Aosen Forestry Ltd 

Bank of Chongqing Co., Ltd. 




Loan Contract  

(Corporate RMB Loan) 

Contract No.: (2010) (CYQD) No.0058 

Party A (Lender): Bank of Chongqing Guiyang Branch
Sub-branch (Department) 

Address: No.51, Jiefang Road, Nanming District, Guiyang


Tel: 0851-8575531           Fax: 0851-8577696     

Principal: Huang Changsheng           Title: President         

Party B (Borrower): Qianxinan Aosen Forestry Ltd 

Address: Hexin Village, Dingxiao Town, Xingyi           

Tel: 13765015978           Fax: 0851-5525598      

Legal Representative: Bai Yulu           Title: Executive
Director      

Party B applies to Party A for loan; and Party A agrees to
extend the loan after review. Now Party A and Party B, in accordance with
relevant laws, regulations and rules of the state and upon consensus through
consultation, hereby conclude this Loan Contract, and are willing to abide by
all articles hereof. 

Article 1 Loan Contents 

1. Loan amount (RMB): TWENTY MILLION ONLY (in words) 

2. Loan period: from 21 June 2010 to 20 June 2011


The loan period shall be calculated by the method below: 

The loan period shall commence on the date when the loan is
actually disbursed. The actual disbursement date of this loan and the maturity
date shall be subject to the loan note. The loan note shall be taken as an annex
to this Contract, and shall have the same legal effect as this Contract. 

3. Loan rate and adjustment 

The benchmark loan rate of the People’s Bank hereunder is
5.31%. Both parties agree to increase/ or decrease the benchmark loan
rate by    /  % or    /  %, therefore, the actual loan rate implemented
hereunder is 5.31%. 




Where the People’s Bank increases the benchmark loan rate
during the contract term, the actual loan rate implemented hereunder shall be
increased by the same ratio as the benchmark loan rate of the same term and
priority. 

Excepting a benchmark loan rate hike by the People’s Bank,
adjustment of the loan rate hereunder shall be subject to the consensus of both
Party A and Party B through consultation and conclusion of a separate loan rate
supplementary agreement, only thus can the loan rate hereunder be adjusted. The
adjusted loan rate shall follow the supplementary agreement signed. 

4. Loan purpose 

Party A shall specify the purpose of the loan. The purpose of
the loan is for working capital turnover. 

5. Security for loan 

The security method for the loan hereunder is as below: (tick
the option selected) 

√ Mortgage, the guarantor shall conclude
the Mortgage Contract of Bank of Chongqing with Party A. [See (2010) ( 
) No. __ Mortgage Contract of Bank of Chongqing for details]. 

√ Guarantee, the guarantor shall conclude the
Guarantee Contract of Bank of Chongqing with Party A. [See (2010) ( 
) No. __ Guarantee Contract of Bank of Chongqing for details]. 

√ Guarantee, the guarantor shall conclude the
Guarantee Contract of Bank of Chongqing with Party A. [See (2010) ( 
) No. __ Guarantee Contract of Bank of Chongqing for details]. 

[  ] Others __________________

Article 2 Disbursement of Loan 

1. Where Party A demands any security for the loan hereunder,
the following conditions shall be met when Party B intends to draw the loan
hereunder: 

1) Where the security for the loan hereunder is a guarantee,
the guarantee contract shall have become effective. 

2) Where the security for the loan hereunder is a mortgage, the
mortgage contract shall have become effective, and the mortgage registration
procedures in respect to the mortgage shall have been gone through. 

3) Where the security for the loan hereunder is a pledge, the
pledge contract shall have become effective and Party B shall have completed the
pledge registration procedures in respect to the article (or right) pledged, or
have handed the article pledged or (document of title) to Party A. 

4) Where the loan hereunder is secured by any other form, the
security shall have been established effectively and shall be able to challenge
any third party. 

Where Party A demands diversified securities for the loan
hereunder, including guarantee(s) and/or mortgage(s), the diversified securities
shall meet the aforesaid security conditions simultaneously. 

2. The loan shall be disbursed to Party B in a lump sum
(lump sum/ installments). The detailed arrangement of the
disbursement in installments is as follows: 

First installment:
/                 
    . 

Second installment:
/                
. 

Third installment:
/                   
.         

Fourth installment:
/                
. 




The maturity date of each aforesaid installment shall be
subject to the maturity date of the first installment of loan's disbursement.


3. Where the loan is disbursed, the loan note shall be
completed in accordance with the stipulations hereof. 

Article 3 Interest Settlement 

1. The interests shall be calculated in light of the actual
loan disbursed and the actual loan period as of the actual date of the loan
disbursement. The interests shall be settled by the method specified in
sub-paragraph 1: 

(1) The interest shall be settled on a monthly basis,
and on each 20th day. 

(2) The interest shall be settled on a quarterly basis, and on
each 20th day of the last month of each quarter. 

(3) Others: ____________

2. Party B shall pay the interests on each interest settlement
date, or Party A shall have the right to deduct the interests directly form
Party B’s account. Where Party B fails to pay the interests on schedule, Party A
shall have the right to calculate and charge compound interests in respect to
the unpaid interests. 

Article 4 Loan Repayment 

1. Party B shall be obliged to repay all principal and
interests on the loan on the maturity date of the loan; where it actually fails
to make repayment on schedule, it shall notify Party A upon a one-month written
notice, and negotiate with Party A on affairs relating to the repayment. 

2. Where Party B intends to make early repayment, it shall
notify Party A upon a seven-day written notice and be subject to the recognition
of Party A. In the event of any early repayment by Party B, Party A shall have
the right to repay Party B to compensate the losses sustained by Party A at % of
the interests for the ammount repaid in advance. 

3. Party B shall irrevocably authorize Party A to deduct all
due principal and interests from its bank account. 

4. Where Party A agrees with Party B to make repayment by
installment, Party B’s detailed installment repayment arrangement shall be as
follows: 

___________________________

___________________________

___________________________. 

The loan repaid by Party B shall be used in the repayment in
the following order, but Party A reserves the right to change the order: (1)
penalty; (2) compensation; (3) compound interests; (4) penalty interests; (5)
interests; (6) principal; and (7) other outstanding amounts. 

Article 5 Penalty Interests 

Where Party B fails to clear the principal and interests of the
loan on schedule when the loan becomes mature or falls due in advance, Party A
shall have the right to calculate and charge penalty interests and compound
interests. The interest rate of the penalty interests and compound interests
shall be 50% (above) the actual loan rate hereunder (in the event of any
actual loan rate adjustment, it shall be the adjusted actual loan rate). 




Where Party B fails to use the loan for the purpose specified
herein, Party A shall have the right to calculate and charge the penalty
interests as of the date when the loan purpose is changed; and the penalty
interest rate shall be 100% (above) the actual loan rate hereunder (in
the event of any actual loan rate adjustment, it shall be the adjusted actual
loan rate); besides which, the compound interests shall be calculated on the
basis of the penalty interest rate. 

Article 6 Early Maturity of Loan 

In any of the following cases, it shall be taken as the early
maturity of the loan hereunder, where Party A shall have the right to forthwith
withdraw all loans disbursed and stop the disbursement of loans undistributed as
of the date when the aforesaid case is found. 

1. Party B violates any obligation specified herein, or Party B
expresses explicitly or expresses through its conduct that it will not perform
the contract obligations; 

2. Party B is forced to or forwardly suspend its business, or
reduce its registered capital; 

3. Party B’s loan project plan is canceled or can no longer be
implemented; 

4. Party B suffers financial deficit due to material errors in
operation; 

5. Party B suffers administrative punishment due to material
illegal operation; 

6. Such cases as division, merger, liquidation, restructuring,
cancellation, declaration of bankruptcy, and dissolution occur to Party B; 

7. Party B has delayed the interest payment for over one month;


8. Party B embezzles the loan; 

9. Party B has violated any other similar contract concluded
with Party A or any third party, or gotten involved in any litigation or
arbitration due to any dispute arising from such contract; 

10. The guarantor of relevant security contract attached to the
Contract breach the Contract, including but not limited to the false security
materials and procedures provided by the guarantor, or the guarantor is forced
to or forwardly suspend business; 

11. Party B fails to provide complete and authentic annual
financial reports, or to maintain the financial indicators required by the Bank
continuously, or to provide information about the related transactions with the
value over 10% of the net assets; 

12. Bonus distributed by Party B without the consent of Party A
exceeds certain percentage of the after-tax net income; 

13. Party B’s capital expenditure exceeds the percentage
specified by Party A; 

14. Party B has sold specific assets (mainly refers to fixed
assets) without the consent of Party A; 

15. Party B has, without the consent of Party A, changed the
debt articles with other credit grantors; 

16. Party B has, without the consent of Party A, applied to
other credit grantors for credit or mortgaged its assets to other creditors or
credit grantors; 

17. Party B has, without the consent of Party A, made early
repayment of other long-term debts; 

18. Party B has, without the consent of Party A, carried out
any M&A activity; 

19. Party B has, without the consent of Party A, offered
additional debt guarantee to any third party; or 

20. Other cases that have endangered or will probably endanger
the security of Party A’s loan. 




Article 7 Rights of Party B 

1. Party B shall have the right to draw and use all loans as
specified herein; 

2. to reject any additional condition not specified herein; and


3. to transfer the debt to any third party after obtaining
Party A’s written consent. 

Article 8 Obligations of Party B 

1. Party B shall be obliged to provide the documents and
materials, and all bank account number and balance of deposits and loans
required by Party A, and give cooperation to Party A’s investigation, review and
inspection; 

2. to forthwith provide the monthly financial statements and
latest change in registration information to Party A; 

3. to accept Party A’s supervision to its use of credit capital
and relevant production, operation and financial activities; 

4. to use the loans for the purpose specified herein; 

5. to repay the loan principal and interests on schedule and in
full as specified herein; and 

6. to transfer the debt hereunder to any third party in whole
or in part under the premise of obtaining Party A’s written consent; 

7. to notify Party A of affairs relating to any material
property transfer, system change or transfer of creditor’s right or debt in
advance, and carry out the security measures for the repayment of the principal
and interests of the loan hereunder and all of the other relevant fees. 

Article 9 Rights of Party A 

1. Party A shall have the right to require Party B to provide
materials relating to the loan; 

2. to require Party B to repay the loan principal and interests
on schedule; 

3. to know Party B’s production, operation and financial
activities, and the business and repayment plan; 

4. to supervise Party B to use the loan for the purpose
specified herein; 

5. to deduct the loan principal and interests directly from
Party B’s account; 

6. to require Party B to make early repayment as specified
herein or stop disbursing the loan unused by Party B if Party B fails to perform
any obligation specified herein; and 

7. to require Party B to repay the principal and interests of
the loan hereunder and all of the other relevant fees, or transfer the debts
hereunder to the assignee agreed by Party A or to provide the security measures
agreed by Party A in case of any material property transfer, system change or
transfer of creditor’s right or debt. 

Article 10 Obligations of Party A 

1. Party A shall be obliged to disburse the loan to Party B in
accordance with the conditions specified herein; 

2. Unless otherwise specified in laws, to keep Party B’s
financial, production and operation information confidential. 




Article 11 Fees 

1. Party B shall be liable for the fees arising from the credit
investigation, inspection, notarization, witness and registration relating to
the Contract; 

2. Party B shall be liable for the fees sustained by Party A
for collecting the loan principal and interests as Party B fails to repay the
loan principal and interests on schedule, including the announcement, service,
identification fees, attorney's fees, court fees, traveling expenses, evaluation
fees, auction fees, property preservation fees, enforcement fees, etc. 

Article 12 Party B shall open a settlement account with Party
A, which shall be used to settle their business. 

Article 13 Default Liability 

1. Where Party B violates the obligations specified in
subparagraphs 1, 2 and 3 of Article 8 hereof, Party A shall have the right to
stop the disbursement of loans unused by Party B and withdraw part or all of the
loans in advance; 

2. Where Party B violates the obligation specified in
subparagraph 4 of Article 8 hereof, Party A, besides calculating and charging
the penalty interests, shall have the right to stop the disbursement of loans
unused by Party B and withdraw part or all of the loans in advance; 

3. Where Party B violates the obligations specified in
subparagraphs 6 and 7 of Article 8 hereof, which frustrates the loan debt
hereunder, Party A shall have the right to stop the disbursement of the
remaining unused loan, and withdraw the amount of loans disbursed in advance, as
well as investigate part or all of the compensation liability of Party B if
Party A has sustained any loss on credit assets; and 

4. Party A shall have the right to increase the percentage that
the loan rate shall be raised as Party B has any stipulation herein. 

Article 14 Modification and Rescission of the Contract 

This Contract shall be modified or rescinded upon the consensus
of Party A and Party B through consultation. The Agreement for the contract
modification or rescission shall be made in writing. Article 15 Miscellaneous


1. During the valid period of the Contract, any tolerance of,
grace period granted by or delayed execution of any right or power available for
Party A hereunder by Party A in respect of Party B’s default or delay shall not
damage, influence or restrict all rights and powers specified in the Contract
and relevant legal provisions available for Party A as a creditor, or be taken
as Party A’s permission or recognition to Party B’s behavior to damage this
Contract, or be taken as Party A’s waiver of the right to take action to the
defaults now or in the future. 

2. Where this Contract or any article hereof becomes invalid
legally whatever the reason is, Party B shall still perform the repayment
liability. In the aforesaid case, Party A shall have the right to terminate the
Contract, and forthwith claim the loan principal and interests and other
relevant amounts against Party B; and 

3. Party A and Party B’s notices and requests relating to the
Contract shall be made in writing. 

Article 16 Party B’s Representations and Warranties 

Party B shall be legally qualified to conclude and perform this
Contract, and have been fully authorized by its board of directors or any other
competent body to conclude and perform the Contract (where the authorization is
required). 

Party B shall warrant to Party A that the application materials
are true, legal and valid, and without any material error or omission of any
significant fact against the facts. 




Party B shall warrant notifying Party A in writing of any
change in its domicile, correspondence address, contact telephone, business
scope, legal representative and name within ten days upon the change of relevant
issue. 

Party B has fully known and understood the contents of all
articles hereof; and conclusion of the Contract is the expression of both
parties’ true intention. 

Article 17 Governing Law and Dispute Resolution 

This Contract shall be concluded and governed by law of the
People’s Republic of China. Any dispute arising from the contract performance
shall be settled by both parties through negotiation or mediation; should no
consensus be reached, the dispute shall be settled by the method specified in
1 below: 

1. Taking legal action to the people’s court of the place where
Party A is located; 

2. Applying to Chongqing Arbitration Commission for
arbitration; 

3. Where Party B fails to perform the obligations specified
herein completely or incompletely after the Contract has gone through the
notarization conferring it the effect of enforcement by Party A and Party B,
Party A shall have the right to apply to the original notary office for the
enforcement certificate, and apply to the people’s court with jurisdiction (i.e.
the people’s court of the place where the person subject to enforcement is
located or his property is located) for enforcement with the original notarial
deed and the enforcement certificate; and Party B shall be willing to accept the
enforcement of the people’s court. 

4.            
/             
 . 

Article 18 Other affairs agreed by Party A and Party
B:         
/           .


Article 19 This Contract shall be made in five
counterparts, with Party A holding two copies, Party B, Guizhou
Yinyan Woods Co., Ltd. and Guizhou Huacheng Real Estate Development Co., Ltd.
each holding one copy of equal legal effect. 

Article 20 Party A has reminded Party B to pay attention to
make comprehensive and accurate understanding to articles hereof, and give
corresponding explanation to corresponding articles upon the request of Party B.
The parties concluding the Contract have reached consensus on significations of
the Contract. 

	Party A (Seal): Bank of Chongqing Guiyang Branch
      	Party B (Seal): Qianxinan Aosen
      Forestry Ltd 
	Principal: Huang Changsheng 	Legal Representative: 
	(or Entrusted Agent) 	(or Entrusted Agent) 
	Guarantor (Seal): Qianxinan Aosen Forestry Ltd.
      	Guizhou Yinyan Woods Co., Ltd.
  
	Legal Representative: 	Guizhou Huacheng Real Estate
      Development Co., 
	(or Entrusted Agent) 	Ltd. 
	  	  
	  	Signing Date: 21 June 2010 
	  	  
	  	Signing Place: