0001264931-08-000485 Sample Contracts

ASSIGNMENT OF OIL & GAS LEASE
Gas Lease • October 21st, 2008 • Phoenix Energy Resource Corp • Services-advertising

This Assignment of Oil & Gas Lease is made and entered into this 1st- day ofOctober, 2008, by and between MARK A. CORNELL and BARBARA CORNELL, husband and wife, 706 Mount Olivet Road, Bowling Green, KY 42101, and JOHN W. ROBBINS, an unmarried person, 596 Sand Hill Road, Peterborough, NH 03458 (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").

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ASSIGNMENT OF OIL & GAS LEASE
Gas Lease • October 21st, 2008 • Phoenix Energy Resource Corp • Services-advertising

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").

OPERATING AGREEMENT
Operating Agreement • October 21st, 2008 • Phoenix Energy Resource Corp • Services-advertising • Kentucky

THIS OPERATING AGREEMENT, made and entered into this dl 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 "Leaseholder," and JMACK ENERGY, LLC, a Kentucky limited liability company whose address is 706 Mount Olivet Road, Bowling Green, KY 42101 hereinafter referred to as "Operator."

ASSIGNMENT OF OVERRIDING ROYALTY INTEREST
Assignment of Overriding Royalty Interest • October 21st, 2008 • Phoenix Energy Resource Corp • Services-advertising

This Assignment of Overriding Royalty Interest is made and entered into this day of September, 2008, by and between PHOENIX ENERGY RESOURCE

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