ex10_2.htm


     

    
      
        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 MARK A. CORNELL and BARBARA CORNELL, husband and wife,
706 Mount Olivet Road, Bowling Green, KY 42101, (hereinafter referred to
as "Assignors") and PHOENIX
ENERGY RESOURCE COPORATION, a Nevada Corporation, whose address is 1001
Bayhill Drive, 2nd Floor,
Suite 200, San Bruno, CA 94066, (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, Mark A. Cornell and Barbara Cornell, 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 wells, 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, Mark Cornell and Barbara Cornell, husband and
wife, have executed the foregoing assignment on the day and date first above
written. ASSIGNORS:

      

       

      


      
        Mark A.
Cornell                                                  Barbara
Cornell

      

      
        


         

        COMMONWEALTH
OF KENTUCKY       )

      

      
        


         

        )

      

      
        


         

        COUNTY OF
WARREN)

      

      
        


         

        SUBSCRIBE,
SWORN TO AND ACKNOWLEDGED before me by, Mark A. Cornell and Barbara Cornell,
husband and wife, on this the 13th day of
October, 2008.

      

      


      


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

      

      
        


      

      
        LANPHEAR.&
WALTON, P.L.L.C. P.O. Box 128

      

      
        Bowling
Green,
KY 42102-0128 (270)843-5500   ,

      

      
        EXHIBIT
A

      

      
        


         

        An oil
and gas lease from Randall Harper and Eugene Harper, to Mark A. Cornell dated
February 25,2008 and recorded in Lease Book 50, Page 524, in the Allen 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 Randall Harper and Eugene Harper, to Mark A. Cornell dated
September 30,2008 and recorded in Lease Book 50, Page 572, in the Allen 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 Ricky Cornwell, to Mark A. Cornell, a married person, dated
April 14,2008 and recorded in Lease Book 50, Page 528, in the Allen 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 Curtis Martin and Julie Steinheimer, to Mark A. Cornell,
dated June 30,2008 and recorded in Lease Book 50, Page 545, in the Allen 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 Curtis Martin to Mark A. Cornell dated June 30, 2008 and
recorded in Lease Book 50, Page 547, in the Allen County Clerk's Office.
(Lessor's source deed is recorded in Deed Book 232, Page 347 and Deed containing
45 acres, more or less)