Exhibit 10.5

# ASSIGNMENT,
ASSUMPTION AND RELEASE

THIS
ASSIGNMENT, ASSUMPTION AND RELEASE (the Assignment), dated as of June
14, 2007, is made by and among STAR ENERGY CORPORATION, a corporation organized under the
laws of state of Nevada (the Corporation), VOLGA-NEFT LIMITED COMPANY,
a society with limited liability organized under the laws of the Russian Federation
(theCompany), and JSC CAPITAL DEPARTMENT STORES
(JSC), an entity headquartered in Riga, Latvia. The Corporation, the
Company and JSC are sometimes referred to herein collectively as the
Parties, each individually a Party.

# W I T N E S S E T H:

WHEREAS,
pursuant to the terms of a promissory note dated June 14, 2007 (the
Note), the Company is indebted to the Corporation in the amount of Four
Million Two Hundred Thousand Dollars ($4,200,000), with principal and interest due on the
unpaid balance repayable to the Corporation as described in the Note; and

WHEREAS,
under the terms of the Note, the Corporation is permitted to assign or transfer the Note
to any other person or entity without the consent of the Company; and

WHEREAS,
the Corporation now wishes to assign all of its right, title and interest in and delegate
all of its obligations under the Note to JSC; and

WHEREAS,
the Company is willing to release the Corporation from any of the Corporations
duties, obligations and rights under the Note upon such assignment and delegation;

WHEREAS,
JSC is willing to accept such assignment and delegation from the Corporation;

NOW
THEREFORE,for and in consideration of the mutual agreements contained in this
Assignment and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:

1.    
          Assignment. The Corporation hereby assigns and transfers to JSC all of
          the Corporations rights and interests in, to, and under the Note and all
          of the past, present, and future, known and unknown rights and obligations of
          the Corporation under and pursuant to the Note.

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2.    
          Assumption. JSC hereby accepts the assignment and transfer of such rights
          and obligations of the Corporation under the Note and agrees that such
          assignment and transfer shall be without recourse to the Corporation. As a
          result of the assignment and transfer contained herein, JSC assumes and agrees
          to be bound by the terms of the Note, and undertakes to perform, in accordance
          with and subject to the respective terms of the Note, any and all of the
          Corporations past, present, and future, known and unknown obligations and
          liabilities thereunder. Further, JSC agrees that as and for payment for the
          assignment of the Note to it by the Corporation it shall pay to the Corporation,
          in readily available funds, by wire transaction as set forth in the Note, the
          sum of $ 3,000,000, which payment constitute a condition precedent to the
          effectiveness of the assignment of the Note to it by the Corporation as
          contemplated hereunder.

3.    
          Release. JSC hereby releases the Corporation from any and all past,
          present, and future, known and unknown obligations and claims arising under or
          in connection with the Note.

4.    
          Amendments. No amendment to the terms and conditions of this Assignment
          shall be valid and binding on the Parties unless made in writing and signed by
          an authorized representative of each of the Parties.

5.    
          Waiver. No waiver of any provision of this Assignment, or breach hereof,
          shall be effective unless it is in writing, signed by the Party waiving such
          provision.

6.    
          Counterparts; Signatures. This Assignment may be executed in any number
          of counterparts, each of which shall be deemed an original, but all of which
          together shall constitute one instrument. Any signature page of any such
          counterpart, or any electronic facsimile thereof, may be attached or appended to
          any other counterpart to complete a fully executed counterpart of this
          Assignment. Any electronic facsimile transmission of any signature of a Party
          shall be deemed an original and shall bind such Party.

7.    
          Defined Terms. Any terms capitalized but not defined in this Assignment
          shall have the meanings provided thereto in the Note.

8.    
          Governing Law. This Assignment shall be governed and construed in
          accordance with the laws of the state of New York, excluding its conflicts of
          law rules or any principles that would trigger the application of any other law.

(signature pages follow)

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IN
WITNESS WHEREOF, the Parties have caused this Assignment, Assumption and Release to be
executed as of the date first above written.

| | STAR ENERGY CORPORATION
By: Patrick J. Kealy
Patrick J. Kealy
President and Chief Executive OfficerVOLGA-NEFT LIMITED
By: Andrej Butajev
Andrej Butajev
General DirectorJSC CAPITAL DEPARTMENT STORES
By: John Hampton
Name: John Hampton
Title: Director
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