ex10_2.htm


     

    
      GUARANTY

      


      GUARANTY
dated as of February 4, 2010 ("Guaranty") made by Phoenix Energy Resource
Corporation. a Nevada corporation with offices at 1001 Bayhill Drive 2nd Floor,
Suite 200 San Brunco, CA 94066 (the "Guarantor"), in favor of JPF Securities
Law, LLC (the "Lender") for legal services rendered in preparing the SEC filings
for the Guarantor and acting as special securities counsel.

      


      WITNESSETH

      


      WHEREAS,
Helvetic Capital Ventures AG, a corporation organized under the laws of
Switzerland (the "Borrower"), and the Lender are parties to a Promissory Note,
dated as of January 28, 2010 (such Promissory Note, as amended, restated,
supplemented or otherwise modified from time to time, being hereinafter referred
to as the "Note") and attached hereto as Exhibit A;

      


      WHEREAS,
pursuant to the Note, this Guaranty and the guaranties entered into by the
Guarantor (referred to as the "Guarantee"), the Guarantor is required to execute
and deliver to the Lender a guaranty guaranteeing the Note and all other
obligations under the Note; the Note and the Guarantee, together with all other
documents required to be delivered in connection herewith and therewith are
collectively referred to as the "Loan Documents"); and

      


      WHEREAS,
the Guarantor has (a) received the sum of $10 for execution of this Guaranty,
and (b) determined that (i) it will derive substantial benefit and advantage
from the Loan and other financial accommodations made available to the Borrower
under the Note and the other Loan Documents, and (ii) its execution, delivery
and performance of this Guaranty directly benefits, and is within the best
interests of, the Guarantor;

      


      NOW,
THEREFORE, in consideration of the premises and the agreements herein, the
Guarantor hereby agrees with the Lender, as follows:

      


      Section
1. Definitions.
Reference is hereby made to the Note for a statement of the terms
thereof. All terms used in this Guaranty which are defined in the Note and not
otherwise defined herein shall have the same meanings herein as set forth
therein. As used in this Guaranty, the following terms have the following
meanings (terms defined in the singular to have the same meaning when used in
the plural and vice versa):

      "Borrower"
has the meaning specified in the preamble above. "Guaranty" means this
Guaranty.

      


      "Guaranteed
Obligations" means any and all present and future liabilities and obligations of
the Borrower and any of the Guarantor to the Lender incurred by the Borrower or
the Guarantor, and whether due or to become due, secured or unsecured, absolute
or contingent, joint or several, direct or indirect, acquired outright,
conditionally or as collateral security by the Lender from another, liquidated
or unliquidated, arising by operation of law or otherwise, together with all
fees and expenses incurred in collecting any or all of the items specified in
this definition or enforcing any rights under any of the Loan Documents,
including all fees and expenses of the Lender's counsel and of any experts and
agents which may be paid or incurred by the Lender in collecting any such items
or enforcing any such rights.

      


      Section
2. Rules of
Interpretation. When used in this Guaranty: (1) "or" is not exclusive,
(2) a reference to a law or document includes any amendment or modification to
such law or document and (3) a reference to an agreement, instrument or document
includes any amendment or modification of such agreement, instrument or
document.

      


      Section
3. Guaranty.
The Guarantor hereby guarantees to the Lender and his successors,
endorsees, transferees and assigns the prompt and complete payment, as and when
due and payable (whether at stated maturity or by required prepayment,
acceleration, demand or otherwise), of all of the Guaranteed Obligations now
existing or hereafter incurred will be paid strictly in accordance with their
terms.

      


      Section
4. Limitation of
Liability. The obligation of the Guarantor under this Guaranty shall be
limited to an aggregate amount equal to the largest amount that would not render
the obligation of the Guarantor under this Guaranty subject to avoidance under
Section 548 of the United States Bankruptcy Code or any comparable provision of
any applicable state law.

      


      Section
5. Type of Guaranty.
This Guaranty is absolute and unconditional and as such is not subject to
any conditions and the Guarantor is fully liable to perform all of its duties
and obligations under this Guaranty as of the date of execution of this
Guaranty. This Guaranty is a continuing guaranty and applies to all future
Guaranteed Obligations. In addition, this Guaranty shall remain in full force
and effect even if at any time there are no outstanding Guaranteed Obligations.
This Guaranty is a guaranty of payment and not of collection. The obligations
and liabilities of the Guarantor under this Guaranty shall not be conditioned or
contingent upon the pursuit by the Lender of any right or remedy against the
Borrower, the Guarantor or any other person which may be or become liable in
respect of all or any part of the Guaranteed Obligations, or against any assets
securing the payment of the Guaranteed Obligations or guarantee for such
Guaranteed Obligations or right of setoff with respect to such Guaranteed
Obligations. This Guaranty is irrevocable and as such cannot be cancelled,
terminated or revoked by the Guarantor.

      


      Section
6. Reinstatement of
Guaranty. This Guaranty shall continue to be effective or shall be
reinstated, as the case may be, if at any time any payment, or any part thereof,
of any of the Guaranteed Obligations are rescinded or must otherwise be returned
by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Borrower, the Guarantor or otherwise, all as though such
payment had not been made.

      


      The
Guarantor hereby consents that, without the necessity of any reservation of
rights against the Guarantor and without notice to or further assent by the
Guarantor, any demand for payment of any of the Guaranteed Obligations made by
the Lender may be rescinded by the Lender and any of such Guaranteed Obligations
continued after such rescission.

      


      Section
7. Security Interest.
To secure the payment of the obligations of the Borrower under this
Guaranty, the Borrower has executed an Affidavit of Confession of Judgment in
the form annexed hereto as Exhibit C. To secure
the payment of the obligations of the Guarantor under this Guaranty, the
Guarantor has executed an Affidavit of Confession of Judgment in the form
annexed hereto as Exhibit
D.

      


      Section
8. Waiver of Notices.
The Guarantor hereby waives any and all notices including (1) notice of
or proof of reliance by the Lender upon this Guaranty or acceptance of this
Guaranty, (2) notice of the incurrence of any Guaranteed Obligations or the
renewal, extension or accrual of any such Guaranteed Obligations, (3) notice of
any actions taken by the Lender, the Borrower, the Guarantor or any other person
under any Guaranty Document, and (4) notices of nonpayment or nonperformance,
protest, notices of protest and notices of dishonor.

      


      Section
9. Waiver of Defenses.
The Guarantor hereby waives any and all defenses to the performance by
the Guarantor of its duties and obligations under this Guaranty, including any
defense based on any of the following:

      


      (1) any
failure of the Lender to disclose to the Guarantor any information relating to
the business, condition (financial or otherwise), operations, performance,
properties or prospects of any party obligated to make payment on any and all
Guaranteed Obligations, whether as principal or guarantor, now or hereafter
known to the Lender,

      (2) any
defense to the payment of any or all the Guaranteed Obligations, including lack
of validity or enforceability of any of the Guaranteed Obligations or any of the
Loan Documents, any change in the time, manner or place of payment of, or in any
other tern in respect of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or consent to any departure from any Loan
Document,

      (3) any
exchange or release of, or non-perfection of any security interest on or in any
assets securing the payment of the Guaranteed Obligations,

      (4) any
failure to execute any other guaranty for all or any part of the Guaranteed
Obligations, or any release or amendment or waiver of, or consent to any
departure from, any other guaranty for any or all of the Guaranteed
Obligations,

      (5) any
subordination of any or all of the Guaranteed Obligations,

      (6) any act
or omission of the Lender in connection with the enforcement of, or the exercise
of rights and remedies, including any election of, or the order of exercising
any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other
guarantor of the Guaranteed Obligations, or (c) any assets securing the payment
of the Guaranteed Obligations,

      (7) any
manner of application of any funds received by the Lender to Guaranteed
Obligations or any other obligations owed to the Lender, whether from the sale
or disposition of any assets securing the Guaranteed Obligations, from another
guarantor of the Guaranteed Obligations or otherwise, and

      (8)            any
failure to give or provide any notices, demands or protests, including those
specified under Section 8 herein,
entitled "Waiver of Notices".

      


      Section
10. Subrogation.
The Guarantor may not exercise any rights which the Guarantor may acquire
by way of subrogation or contribution, whether acquired by any payment made
under this Guaranty, by any setoff or application of funds of the Borrower, by
the Lender or otherwise, until (1) the payment in full of the Guaranteed
Obligations (after the Lender no longer has any obligation or arrangement to
provide credit to the Borrower, including under or pursuant to a line of
credit), and (2) the payment of all fees and expenses to be paid by the
Guarantor pursuant to this Guaranty. If any amount shall be paid to the
Guarantor on account of such subrogation or contribution rights at any time when
all of the Guaranteed Obligations and all such other expenses shall not have
been paid in full (after the Lender no longer has any obligation or arrangement
to provide credit to the Borrower, including under or pursuant to a line of
credit), such amount shall be held in trust for the benefit of the Lender, shall
be segregated from the other funds of the Guarantor and shall forthwith be paid
over to the Lender to be credited and applied in whole or in part by the Lender
against the Guaranteed Obligations, whether matured or unmatured, and all such
other fees and expenses in accordance with the terms of the Loan
Documents.

      


      Section
11. Representations.
At the time of execution of this Guaranty and each time the Lender
provides credit as noted above, the Guarantor represents and warrants to the
Lender as follows:

      


      (1)            Name. The exact legal
name of the Guarantor is the name specified in the preamble to this
Guaranty.

      (2)            Location. The
principal location of the Guarantor is as specified in the preamble to this
Guaranty.

      (3)            No Contravention. The
execution, delivery and performance by the Guarantor of this Guaranty do not and
will not (a) violate any provision of any law, order, writ, judgment,
injunction, decree, determination, or award presently in effect applicable to
the Guarantor, (b) result in a breach of or constitute a default under any
indenture or loan or credit agreement or any other agreement, lease, or
instrument to which the Guarantor is a party or by which the Guarantor or its
properties may be bound or affected, or (c) result in, or require, the creation
or imposition of any lien upon or with respect to any of the properties now
owned or hereafter acquired by the Guarantor.

      (4)            Governmental Authority.
No authorization, approval or other action by, and no notice to or filing
with, any governmental authority is required for the due execution, delivery and
performance by the Guarantor of this Guaranty.

      (5) Legally Enforceable
Guaranty. This Guaranty is the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in accordance with its turns,
except to the extent that such enforcement may be limited by (a) applicable
bankruptcy, insolvency, and other similar laws affecting creditors' rights
generally, or (b) general equitable principles, regardless of whether the issue
of enforceability is considered in a proceeding in equity or at
law.

       
 

      Section
12. Remedies.
The Lender shall not, by any act, delay, omission or otherwise, be deemed
to have waived any of its rights or remedies under this Guaranty or otherwise. A
waiver by the Lender of any right or remedy hereunder on any one occasion, shall
not be construed as a ban or waiver of any such right or remedy which the Lender
would have had on any future occasion, nor shall the Lender be liable for
exercising or failing to exercise any such right or remedy. The rights and
remedies of the Lender under this Guaranty are cumulative and, as such, are in
addition to any other rights and remedies available to the Lender under law or
any other agreements.

      


      Section
13.                                Appointment as
Attorney-in-Fact. The Guarantor hereby appoints the Lender as the
attorney-in-fact for the Guarantor, with full authority in the place and stead
of, and in the name of, the Guarantor, or otherwise, to exercise all rights and
remedies granted to the Lender under this Guaranty and to take any action and to
execute any instrument which the Lender may deem necessary or advisable to
accomplish the purposes of this Guaranty.

       
 

      Section
14. Indemnity and
Expenses. The Guarantor hereby indemnifies the Lender from and against
any and all claims, losses, damages and liabilities growing out of or resulting
from this Guaranty (including, without limitation, enforcement of this
Guaranty), except claims, losses, damages or liabilities resulting from the
Lender's gross negligence and willful misconduct.

      


      The
Guarantor will upon demand pay to the Lender the amount of any and all expenses,
including the fees and expenses of its counsel and of any experts and agents,
which the Lender may incur in connection with (1) any amendment to this
Guaranty, (2) the administration of this Guaranty, (3) the exercise or
enforcement of any of the rights of the Lender under this Guaranty, or (4) the
failure by the Guarantor to perform or observe any of the provisions of this
Guaranty.

      


      Section
15. Amendments.
No amendment or waiver of any provision of this Guaranty, nor consent to
any departure by the Guarantor from this Guaranty, shall in any event be
effective unless the same shall be in writing and signed by the Guarantor and
the Lender, and then such amendment or waiver shall be effective only in the
specific instance and for the specific purpose for which given.

      


      Section
16. Addresses for
Notices. All notices and other communications provided for under this
Guaranty shall be in writing and, mailed or delivered by messenger or overnight
delivery service, addressed, in the case of the Guarantor at its address
specified below its signature, and in the case of the Lender at the address
specified below, or as to any such party at such other address as shall be
designated by such party in a written notice to the other party complying as to
delivery with the terms of this Section.

      


      If to the
Lender:

      


      JPF
Securities Law, LLC

      19720
Jetton Road

      Suite
300

      Cornelius,
NC 28031

      


      If to the
Guarantor:

      


      Phoenix
Energy Resource Corporation

      1001
Bayhill Drive 2nd Floor

      Suite
200

      San
Brunco, CA 94066

      


      All such
notices and other communications shall, when mailed, be effective three (3) days
after being placed in the mails, or when delivered to a messenger or overnight
delivery service, be effective one (1) day after being delivered to the
messenger or overnight delivery service, in each case, addressed as specified
above.

      


      Section
17. Assignment and
Transfer of Obligations. This Guaranty will bind the estate of the
Guarantor as to Guaranteed Obligations created or incurred both before and after
the bankruptcy or liquidation of the Guarantor, whether or not the Lender
receives notice of such bankruptcy or liquidation. This Guaranty shall inure to
the benefit of the Lender and his successors, transferees and assigns. The
Guarantor may not transfer or assign its obligations under this Guaranty. The
Lender may assign or otherwise transfer all or a portion of his rights or
obligations with respect to the Guaranteed Obligations to any other party, and
such other party shall then become vested with all the benefits in respect of
such transferred Guaranteed Obligations granted to the Lender in this Guaranty
or otherwise. The Guarantor agrees that the Lender can provide information
regarding the Guarantor to any prospective or actual successor, transferee or
assign.

      


      Section
18. Setoff. The
Guarantor agrees that, in addition to, and without limiting, any right of
setoff, the Lender's lien or counterclaim the Lender may otherwise have, the
Lender shall be entitled, at its option, to offset balances (general or special,
time or demand, provisional or final) held by it for the account of the
Guarantor, at any of the offices of the Lender, in Dollars or any other
currency, against any amount payable by the Guarantor to the Lender under this
Guaranty which is not paid when demanded (regardless of whether such balances
are then due to the Guarantor), in which case the Lender shall promptly notify
the Guarantor, provided that the Lender's failure to give such notice shall not
affect the validity of such offset.

      


      Section
19. Submission to
Jurisdiction. The Guarantor hereby irrevocably submit to the jurisdiction
of any federal or state court sitting in Clark County in the State of Nevada
over any action or proceeding arising out of or related to this Guaranty and
agrees with the Lender that personal jurisdiction over the Guarantor rests with
such courts for purposes of any action on or related to this Guaranty. The
Guarantor hereby waives personal service by manual delivery and agrees that
service of process may be made by prepaid certified mail directed to the
Guarantor at the address of the Guarantor for notices under this Guaranty or at
such other address as may be designated in writing by the Guarantor to the
Lender, and that upon mailing of such process such service will be effective as
if the Guarantor were personally served. The Guarantor agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any manner
provided by law. The Guarantor further waives any objection to venue in any such
action or proceeding on the basis of inconvenient forum. The Guarantor agrees
that any action on or proceeding brought against the Lender shall only be
brought in such courts.

      


      Section
20. Governing Law.
This Guaranty shall be governed by and construed in accordance with the
laws of the State of Nevada without regard to its principles of conflicts of
law.

      


      Section
21. Subordination.
Once a demand for payment is made on the Guarantor under this Guaranty,
the Guarantor will not (1) make any demand for payment of, or take any action to
accelerate, any obligation owed to the Guarantor by the Borrower, (2) seek to
collect payment of, or enforce any right or remedies against the Borrower, any
of the obligations owed to the Guarantor by the Borrower or any guarantees,
credit supports, collateral or other security related to or supporting any of
such obligations, or (3) commence, or join with any other creditor in
commencing, any bankruptcy or similar proceeding against the Borrower. The
Guarantor also agrees that the payment of all obligations of the Borrower to the
Guarantor shall be subordinate and junior in time and right of payment in
accordance with the terms of this Section 21 to the
prior payment in full (in cash) of the Guaranteed Obligations. In furtherance of
such subordination, (1) to the extent possible, the Guarantor will not take or
receive from the Borrower any payments, in cash or any other property, by setoff
or any other means, of any or all of the obligations owed to the Guarantor by
the Borrower, or purchase, redeem, or otherwise acquire any of such obligations,
or change the terms or provisions of any such obligations and (2) if for any
reason and under any circumstance the Guarantor receives a payment on such
obligation, whether in a bankruptcy or similar proceeding or otherwise, all such
payments or distributions upon or with respect to such obligations shall be
received in trust for the benefit of the Lender, shall be segregated from other
funds and property held by the Guarantor and shall be forthwith paid over to the
Lender in the same form as so received (with any necessary endorsement) to be
applied (in the case of cash) to, or held as collateral (in the case of
securities or other non-cash property) for, the payment or prepayment of the
Guaranteed Obligations.

      


      Section
22. Miscellaneous.
This Guaranty is in addition to and not in limitation of any other rights
and remedies the Lender may have by virtue of any other instrument or agreement
previously, contemporaneously or hereafter executed by the Guarantor or any
other party or by law or otherwise. If any provision of this Guaranty is
contrary to applicable law, such provision shall be deemed ineffective without
invalidating the remaining provisions of this Guaranty. Titles in this Guaranty
are for convenience of reference only and shall not affect the interpretation or
construction of this Guaranty. This Guaranty constitutes the entire agreement
between the Guarantor and the Lender with respect to the matters covered by this
Guaranty and supersedes all written or oral agreements with respect to such
matters.

      


      Section
23. WAIVER OF JURY
TRIAL. THE GUARANTOR EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY
JURY IN ANY ACTION ON OR RELATED TO THIS GUARANTY.

      


      IN
WITNESS 'WHEREOF, the Guarantor has duly executed and delivered this Guaranty as
of the date of this Guaranty.

       

      Phoenix
Energy Resource Corporation

      By:  ________________

      Name:  Rene
Soullier

      Title:   Chief
Executive Officer

      


      Attest:________________________

      


      


      


      


      EXHIBIT
B

      COPY OF
NOTE

      


      EXHIBIT
C

      AFFIDAVIT
FOR CONFESSION OF JUDGMENT

      


      STATE OF
NEVADA COUNTY OF CLARK

      


       
 

      JPF
SECURITIES LAW, LLC

      


      Plaintiffs,

      Affidavit
For Confession

      -against­ of
Judgment

      


      HELVETIC
CAPITAL VENTURES AG

      


      


      Defendants,

      


      


      Ilona
Klausgaard, being duly sworn, depose and say:

      


      1. That I am
the President of Helvetic Capital Ventures AG the Defendants in this action,
with offices at Sihlamtsstrasse 5, Zurich, Switzerland CH8002.

      2. That
the Defendants hereby confess judgment in this court in favor of the Plaintiffs,
the Lenders listed in Exhibit A of the Loan Documents, in the sum of up to
Fifteen Thousand and 00/100 Dollars ($15,000), together with interest from the
28th day
of January, 2010, plus costs and disbursements and do hereby authorize the
Plaintiffs or assigns to enter judgment for said amount in any court of
appropriate jurisdiction.

      3.  That
the Defendants had their own independent attorney review the loan documentation
at the request of the lender and was advised of the existence of possible
conflicts of interests including but not limited to the conflicts of interest
between the defendant and the lender. Such documentation was deemed to be
lawful, fair and reasonable and any and all conflicts of interest were approved
and any rights afforded thereunder have been waived.

      4. That
this confession of judgment is for a debt justly due or to become due to
Plaintiffs arising out of the following facts: Promissory Note executed by the
undersigned on behalf of the Defendant on the 28th day
of January, 2010.

      


      


      


      _______________________

      


      Name:  Ilona
Klausgaard

      Title:  President
of Helvetic Capital Ventures AG

      


      Sworn to
before me this 28th Day
of January 2010

      


      


      ___________________________________

      


      NOTARY
PUBLIC

      EXHIBIT
D

      AFFIDAVIT
FOR CONFESSION OF JUDGMENT

      


      STATE OF
NEVADA COUNTY OF CLARK

      


       
 

      JPF
SECURITIES LAW, LLC

      


      Plaintiffs,

      Affidavit
For Confession

      -against­ of
Judgment

      


      PHOENIX
ENERGY RESOURCE CORPORATION

      


      


      Defendants,

      


      


      Rene
Soullier, being duly sworn, depose and say:

      


      1. That I am
the Chief Executive Officer of Phoenix Energy Resource Corporation the
Defendants in this action, with offices at 1001 Bayhill Drive 2nd Floor, Suite
200 San Brunco, CA 94066.

      2. That
the Defendants hereby confess judgment in this court in favor of the Plaintiffs,
the Lenders listed in Exhibit A of the Loan Documents, in the sum of up to
Fifteen Thousand and 00/100 Dollars ($15,000), together with interest from the
4th day
of February, 2010, plus costs and disbursements and do hereby authorize the
Plaintiffs or assigns to enter judgment for said amount in any court of
appropriate jurisdiction.

      3.  That
the Defendants had their own independent attorney review the loan documentation
at the request of the lender and was advised of the existence of possible
conflicts of interests including but not limited to the conflicts of interest
between the defendant and the lender. Such documentation was deemed to be
lawful, fair and reasonable and any and all conflicts of interest were approved
and any rights afforded thereunder have been waived.

      4. That
this confession of judgment is for a debt justly due or to become due to
Plaintiffs arising out of the following facts: Guaranty executed by the
undersigned on behalf of the Defendant on the 4th day
of February, 2010.

      


      


      


      ___________________

      


      Name:  Rene
Soullier

      Title:  CEO
of Phoenix Energy Resource Corporation

      


      Sworn to
before me this 4th Day
of February 2010

      


      


      ___________________________________

      


      NOTARY
PUBLIC