Attached files

                             Assignment of Interest
                         in Gulfstar Energy Group, LLC,
                               Consent of Manager,
                        Amendment to Operating Agreement,
                           and Acceptance by Assignee


         Assignment: For good and valuable consideration,  the adequacy of which
is hereby  acknowledged.  The undersigned  Limited  Liability Company members of
Gulfstar  Energy  Group LLC, a  Mississippi  Limited  Liability  Company  hereby
irrevocably assign to Gulfstar Energy  Corporation,  a Colorado  Corporation the
following interest in Gulfstar Energy Group LLC:

1)       10 % interest owned by Jason Sharp.
2)       50 % interest owned by Timothy Sharp

                  It is the intent of  Assignors  that the  Assignee  succeed to
         Assignors interest as Substitute Member in his place.


Dated: 6/25/2010

Assignors:

Timothy Sharp

by: /s/Timothy Sharp

Jason Sharp

by: /s/Jason Sharp


         Consent:  Gulfstar Energy Management LLC, as manager of Gulfstar Energy
Group LLC, a  Mississippi  Limited  Liability  Company,  hereby  consents to the
Assignment  of the Interest set forth above and the  Substitution  for the prior
Members by Gulfstar Energy Corporation.


Dated: 6/25/2010


Gulfstar Energy Management LLC,
a Mississippi Limited Liability Company

by: /s/Timothy Sharp






         Acceptance  by Assignee:  The  Assignee,  Gulfstar  Energy  Corporation
hereby  accepts  the  Assignment  and adopts  the  provisions  of the  Operating
Agreement of Gulfstar Energy Group LLC, and grants the Special Power of Attorney
under the Agreement to Gulfstar  Energy  Management  LLC, this ____ day of June,
2010.


Dated: _____________________________


Gulfstar Energy Corporation


by: /s/Robert McCann
         Chief Executive Officer





         Amendment to Operating  Agreement:  The Operating Agreement of Gulfstar
Energy Group LLC a Mississippi  Limited  Liability  Company is hereby amended to
Substitute  Gulfstar Energy Corporation as to 60% of the Interest in the LLC for
the Interest of Jason Sharp and Timothy Sharp as assigned in this  instrument to
Gulfstar Energy Corporation.


Dated: 6/25/2010


Gulfstar Energy Management Group LLC                Substitute Member:
                                                    Gulfstar Energy Corporation,
                                                    a Colorado Corporation


/s/Timothy Sharp                                  by: /s/Rober McCann
Manager of Gulfstar Energy Group LLC,                Chief Executive Officer
a Mississippi Limited Liability Company