ex10_1.htm


     

    
      
        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 1001 Bayhill Drive, 2nd Floor,
Suite 200, San Bruno, CA 94066, (hereinafter referred to as "Assignor") and
MARK A. CORNELL, a
married person, 706 Mount Olivet Road, Bowling Green, KY 42101, (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, Mark A. Cornell, 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 wells, 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

      

      
        


         

        Rene
Ronald SouUier, CEO

      

      
        


         

        STATE OF
COUNTY
OF

      

      
        


      

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

      

      
         

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

      

      
        PREP.

      

      
        fley
Walto

      

      
        LANPHEAR^fe
WALTON, P.L.L.C. P.O. Box 128

      

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

         

      

      
        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 Mark A.
Cornell and Barbara Cornell, husband and wife, by Assignment dated October 13,
2008 and recorded
in Lease Book, Page, in the Allen County Clerk's
Office, which leases are more fully described as follows:

      

      
         

        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)

         

      

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

      

      
         

        An oil
and gas lease from John Means and Patty Means, husband and wife, to Mark A.
Cornell and John W. Robbins, dated April 14,2008 and recorded in Lease Book 50,
Page 526, in the Allen 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 Babs Adams and Julie Steinheimer, to Mark A. Cornell and John
W. Robbins, dated April 14,2008 and recorded in Lease Book 50, Page 530, hi the
Allen 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 Babs Adams to Mark A. Cornell and John W. Robbins dated April
14,2008 and recorded hi Lease Book 50, Page 532, hi the Allen County Clerk's
Office. (Lessor's source deed is recorded hi Deed Book 232, Page 347 containing
45 acres, more or less)