ex10_8.htm


     

    
      


      LOAN
AGREEMENT

       

      THIS LOAN
AGREEMENT, dated February 27, 2009, made in Zurich, Switzerland by and
between:

       

      Party
A

      Helvetic
Capital Ventures AG, a limited liability company registered in Switzerland, with
its registered address at Sihlamtsstrasse 5 in CH-8002 Ziirich, Switzerland,
Legal Representative: Dr. Urs Felder (President)

       

      Party
B

      Phoenix
Energy Resource Corporation (formerly Exotacar Inc.), a publicly listed company
incorporated in Nevada located at 1001 Bayhill Drive, 2nd Floor Suite 200, San
Bruno CA 94066. Legal representative: Rene Soullier (President)

       

      RECITALS

       

      WHEREAS,
Party B desires to receive funding for business development and operational
costs; and Party A desires to provide Party B with a loan. Party A and Party B
enter into this Loan Agreement (this "Agreement") on the principle of equality
and mutual benefit.

       

      ARTICLE
I

       

      AMOUNT
AND TERM OF LOAN

       

      1.1

      Party A
agrees, subject to the terms and conditions of this Agreement, to extend a loan
to Party B (the "Loan"). The amount of the Loan shall be USD 35,000. The
interest rate is according to and subject of change due to Swiss Federal Tax
legislation and practice. In case of a change of the interest rate by the Swiss
Federal Tax Authority the parties agree to take the actual yearly published
interest rate without any further written additional agreement. For the year
2009 the interest rate is 4%. The interest is due at the end of each calendar
year and has to be paid from Party B without notice of Party A.

       

      1.2.

      The term
of the Loan shall be three years, commencing from the execution date, that is,
from February 27, 2009 until February 26, 2012.

       

      1.3.

      Party B
shall repay the Loan in full at the latest on the expiration of the term thereof
Repayment shall be in fowl of either cash or shares as per agreement between
Party A and Party B. Share price shall be market price minus 15%.

       

      


       

      ARTICLE
II

       

      


       

      METHOD OF
BORROWING AND USE OF LOAN PROCEEDS

       

      Within 10
business days after execution of this Agreement, Party A shall make available to
Party B the full amount of the Loan to the following account designated by Party
B:

       

      Account
Name:

      Exotacar
Inc.

       

      Account
number:

      148
000-925-1

       

      Address:

      RBC
Centura Bank

       

      17010
Kenton Drive

       

      Cornelius,
NC 28031

      Routing:

      053100850

      Swift
Code:

      CNTAUS33

       

      Party B
shall not use such Loan for any purposes in violation of US laws and
regulations, otherwise Party A may at any time require Party B to repay the Loan
immediately and in full.

       

      ARTICLE
III

       

      PARTY B's
REPRESENTATIONS AND WARRANTIES

       

      Party B
hereby represents and warrants to Party A that:

       

      3.1

      Party B
is a publicly listed corporation, registered in Nevada, USA, has all the
necessary rights, power and capability to enter into an perform all the duties
and obligations hereunder, and that this Agreement shall be binding upon Party B
after the execution hereof

       

      3.2.

      Party B
will resolve appropriately any issues not covered hereunder in conjunction with
Party A in accordance with relevant US laws and policies.

       

      ARTICLE
IV

       

      PARTY A's
REPRESENTATIONS AND WARRANTIES

       

      4.1.

      Party A
is a limited liability company established and existing under the laws of
Switzerland, has all the necessary rights, power and capability to enter into
and perform all the duties and obligations hereunder, and that this Agreement
shall be binding upon Party A after the execution hereof.

      


      4.2.

      Party A
will resolve appropriately any issues not covered hereunder in conjunction with
Party B in accordance with relevant US laws and policies.

      


      


      ARTICLE
V

       

      CONFIDENTIALITY

       

      Without
written consent of the other party, neither Party shall disclose to any third
parties this Agreement or any information disclosed by any Party hereto during
the performance of this Agreement, except such disclose is necessary for
compliance with relevant laws and regulations, court rules and/or governmental
or regulatory or stock exchange rules; unless such information become public not
as a result of violation of this Article.

       

      ARTICLE
VI

       

      WAIVER

       

      6.1.

      No waiver
of any breach hereof or failure of any Party in exercising any power or right
hereunder shall operate as a waiver of other breach or further breach hereof,
nor waiver of all the power or right hereunder.

       

      6.2.

      Any delay
of any Party in exercising any power or right hereunder shall operate as a
waiver thereof.

       

      ARTICLE
VII

       

      SEVERABILITY

       

      If any
provision of this Agreement shall be held invalid, illegal or unenforceable in
any respect under any US laws and regulations, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof.

       

      ARTICLE
VIII

       

      ENTIRE
AGREEMENT

       

      6.1.

      This
Agreement contains all the agreement and understanding between the Parties with
respect to the Loan.

       

      6.2.

      This
Agreement shall supersede all prior agreements, understandings, letter of
intent, documents or communications between both Parties or their
representatives and advisors relating to the Loan. Neither Party shall bring
forward any claims against the other Party by reference to such superseded
agreements, understandings, letter of intent, documents or
communications.

       

      6.3.

      No
amendment to this Agreement or any provisions hereof shall be effective unless
it shall be agreed in writing by both Parties.

       

      ARTICLE
LX

       

      TAXES,
FEES AND EXPENSES

       

      Any and
all taxes, fees and expenses that are payable as a result of the Loan shall be
solely borne by the Party exercising its rights hereunder, unless either Party A
or Party B has been expressly required to pay the same under applicable law or
this Agreement.

       

      


       

      


       

      ARTICLE
X

       

      BREACH

       

      10.1.

      Failure
by any of Party A or Party B in performing its obligations hereunder shall
constitute a breach of this Agreement.

       

      10.2.

      The Party
in breach of this Agreement shall indemnify the other Party for all economic
damages suffered as a result of such breach.

       

      10.3.

      If this
Agreement or any portion hereof cannot be performed due to negligence of any
Party hereto, such Party shall be held liable for breach, and the other Party
shall have the right to terminate this Agreement. If both Parties have
negligence, each of Party A and Party B shall take respective responsibilities
to the extent of loss and damage.

       

      ARTICLE
XI

       

      GOVERNING
LAW

       

      The
formulation, validity, interpretation, performance, amendment and termination of
this Agreement and resolution of dispute shall be governed by the relevant laws
of the United States of America.

       

      ARTICLE
XII

       

      DISPUTE
RESOLUTION

       

      Any
dispute arising out of or in connection with this Agreement shall be settled by
friendly discussion and, failing such a settlement within 30 days upon notice by
any Party hereto asking for negotiations, both Parties agree that such dispute
shall be referred to and finally resolved by arbitration in San Francisco at the
American Arbitration Association's Regional Center pursuant to the then
effective arbitration rules and regulations thereof The arbitration award shall
be final and binding on both Parties.

       

      ARTICLE
XIII

       

      DISPUTE
RESOLUTION

       

      This
Agreement shall be signed in two counterparts, each of Party A and Party B shall
hold one thereof, with the same legal effect, and shall become effective after
being signed by both Parties.

      


       

      


      


       

      /s/ Helvetic Capital
Ventures AG

      Helvetic Capital Ventures AG

      


      


      


      /s/ Phoenix Energy
Resource Corporation 

      Phoenix Energy Resource Corporation