f8k042408ex10ii_alliance.htm


     

    Exhibit
10.2


     

    ALLIANCE
RECOVERY CORPORATION

    OPTION
AGREEMENT,

     

    THIS AGREEMENT ("this -Agreement") is
entered into as of May 23, 2008 (the "Date of Grant") by and between ALLIANCE RECOVER CORPORATION, a Delaware
corporation (the "Company" or "Grantor"). and DAVID WILLIAMS ("Williams" or
the

    "Grantee").

     

    RECITALS

     

    A.           The
Grantor and Grantee have agreed that the Grantee will have the right to
purchase
a total of 600,000 shares of the Company's common stock of the Company as set
forth below.

     

    B.           The
grant
of the Option evidenced by this Agreement has been bargained for by
Grantee
and the Grantor.

     

    AGREEMENT

     

    NOW
THEREFORE, the parties hereto for good and sufficient consideration the receipt
of which is hereby acknowledged, and intending to be legally bound, do hereby
agree as follows:

     

    1. Grant
of Option. Grantor hereby grants Grantee an option (the "Option") to purchase a
total of 600,000 shares of the Company's common stock ("Option Shares") for a
total purchase price of $.25 per share subject to the terms and conditions set
forth herein.

     

    1.1 Method
or
Exercise.
The Option shall be exercisable by Grantee by giving
written notice to the Company of the
election to purchase the Option Shares, such notice to be accompanied by such
other zxecuted instruments or documents as may be required by the Company
pursuant to this Agreement.

     

    1.2 Payment
of Purchase Price. At such time the exercise is optioned, Grantee shall
tender in cash or by certified or bank cashier's check
payable to the Company. the purchase
price for the Option Shares.

     

    2. Vesting
of Option. Grantee shall have the Option to purchase all of the Option
Shares immediately
upon execution of this agreement. The Option must be exercised by April
24, 2018.

     

    3.  Non-Transferability of Option: Death.
The Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Grantee only by Grantee. In the event of death of Grantee during the
term of this Option, the Option may be exercised at any time prior to the date
of expiration of the term of this Option, by Grantee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had accrued at the date
of death. The terms of
this Option shall be binding upon the executors, administrators, heirs and
successors
of the Grantee and upon any successor by operation of law to
Grantors.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. 
 General
Provisions

     

    4.1 Amendments:
Waivers. This Agreement may be
amended only by agreement in writing of all parties. No waiver of any
provision nor consent to any exception to the terms of this Agreement shall be
effective unless in
writing and signed by the party to be bound and then only to the specific
purpose. extent and instance so provided.

     

    4.2 Entire
Agreement. This Agreement, together with its exhibit, constitutes the
entire agreement
among the parties pertaining to the subject matter hereof and supersedes
all prior agreements and understandings of the
parties in connection therewith.

     

    4.3 Governing
Law. This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and performed in such State.

     

    4.4 Attornevs'
Fees. Should any action or proceeding be brought to construe or enforce
the terms and conditions of this Agreement or the rights of the parties
hereunder. the losing party shall pay to the prevailing party all court costs
and reasonable attorneys' fees and costs (at the prevailing party's attorneys
then current
rates) incurred in such action or proceeding. A party
that voluntarily dismisses an action or proceeding shall be considered a
losing party for purposes of this provision. Attorneys' fees
incurred in enforcing any judgment in respect of this Agreement are
recoverable as a separate item. The preceding sentence is intended to be
severable from the other provisions of this Agreement and to survive any
judgment and, to the maximum extent permitted by law. shall not be deemed merged
into any such judgment.

     

    4.5 Receipt
of Agreement.
Each of the parties hereto acknowledges that he has read this Agreement
in its entirety and does hereby acknowledge receipt of a fully executed copy
thereof. A fully executed copy shall be an original for all purposes, and is a
duplicate original.

     

    4.6 Notices.
Any
written notice required or permitted to be given shall be deemed delivered either
when personally delivered or when mailed.
registered or certified. postage prepaid with
return receipt requested, if to Grantee, addressed to Grantee at the last
residence address of Grantee as provided by him to the Grantee from time to
time, and if to the Grantor. addressed to Grantee at
the last residence address of Grantee as provided by him to the Grantor
From time to time.

     

    4.7  Severability.  If
any provision of this Agreement is determined to
be
invalid. illegal
or unenforceable by any
governmental entity. the remaining provisions of this Agreement
to the
extent permitted byshall remain
in
full
force and effect

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    IN
WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the
date first above written.

     

     

    
      	ATTEST:	ALLIANCE
      RECOVERY CORPORATION 
	 	 
	/s/ 	By: /s/
      Peter Vaisler 
	 	 
	WITNESS	DAVID
      WILLIAMS
	 	 
	/s/ 	/s/
      David Williams
	 	 


    

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

      
        ALLIANCE
RECOVERY CORPORATION

        OPTION
AGREEMENT,

         

        THIS AGREEMENT ("this -Agreement") is
entered into as of May 23, 2008 (the "Date of Grant") by and between ALLIANCE RECOVER CORPORATION, a Delaware
corporation (the "Company" or "Grantor"). and PETER VAISLER ("Vaisler"
or the

        "Grantee").

         

        RECITALS

         

        A.           The
Grantor and Grantee have agreed that the Grantee will have the right to
purchase
a total of 500,000 shares of the Company's common stock of the Company as set
forth below.

         

        B.           The
grant
of the Option evidenced by this Agreement has been bargained for
byGrantee
and the Grantor.

         

        AGREEMENT

         

        NOW
THEREFORE, the parties hereto for good and sufficient consideration the receipt
of which is hereby acknowledged, and intending to be legally bound, do hereby
agree as follows:

         

        1. Grant
of Option. Grantor hereby grants Grantee an option (the "Option") to purchase a
total of 500,000 shares of the Company's common stock ("Option Shares") for a
total purchase price of $.20 per share subject to the terms and conditions set
forth herein.

         

        1.1 Method
or
Exercise.
The Option shall be exercisable by Grantee by giving
written notice to the Company of the
election to purchase the Option Shares, such notice to be accompanied by such
other zxecuted instruments or documents as may be required by the Company
pursuant to this Agreement.

         

        1.2 Payment
of Purchase Price. At such time the exercise is optioned, Grantee shall
tender in cash or by certified or bank cashier's check
payable to the Company. the purchase price for the Option
Shares.

         

        2. Vesting
of Option. Grantee shall have the Option to purchase all of the Option
Shares immediately
upon execution of this agreement. The Option must be exercised by April
24, 2018.

         

        3.  Non-Transferability of Option: Death.
The Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Grantee only by Grantee. In the event of death of Grantee during the
term of this Option, the Option may be exercised at any time prior to the date
of expiration of the term of this Option, by Grantee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had accrued at the date
of death. The terms of
this Option shall be binding upon the executors, administrators, heirs and
successors
of the Grantee and upon any successor by operation of law to
Grantors.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        4. 
 General
Provisions

         

        4.1 Amendments:
Waivers. This Agreement may be
amended only by agreement in writing of all parties. No waiver of any
provision nor consent to any exception to the terms of this Agreement shall be
effective unless in
writing and signed by the party to be bound and then only to the specific
purpose. extent and instance so provided.

         

        4.2 Entire
Agreement. This Agreement, together with its exhibit, constitutes the
entire agreement
among the parties pertaining to the subject matter hereof and supersedes
all prior agreements and understandings of the
parties in connection therewith.

         

        4.3 Governing
Law. This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and performed in such State.

         

        4.4 Attornevs'
Fees. Should any action or proceeding be brought to construe or enforce
the terms and conditions of this Agreement or the rights of the parties
hereunder. the losing party shall pay to the prevailing party all court costs
and reasonable attorneys' fees and costs (at the prevailing party's attorneys
then current
rates) incurred in such action or proceeding. A party
that voluntarily dismisses an action or proceeding shall be considered a
losing party for purposes of this provision. Attorneys' fees
incurred in enforcing any judgment in respect of this Agreement are
recoverable as a separate item. The preceding sentence is intended to be
severable from the other provisions of this Agreement and to survive any
judgment and, to the maximum extent permitted by law. shall not be deemed merged
into any such judgment.

         

        4.5 Receipt
of Agreement.
Each of the parties hereto acknowledges that he has read this Agreement
in its entirety and does hereby acknowledge receipt of a fully executed copy
thereof. A fully executed copy shall be an original for all purposes, and is a
duplicate original.

         

        4.6 Notices.
Any
written notice required or permitted to be given shall be deemed delivered either
when personally delivered or when mailed.
registered or certified. postage prepaid with
return receipt requested, if to Grantee, addressed to Grantee at the last
residence address of Grantee as provided by him to the Grantee from time to
time, and if to the Grantor. addressed to Grantee at
the last residence address of Grantee as provided by him to the Grantor
From time to time.

         

        4.7  Severability.  If
any provision of this Agreement is determined to
be
invalid. illegal
or unenforceable by any
governmental entity. the remaining provisions of this Agreement
to the
extent permitted byshall remain
in
full force and effect

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

         

        IN
WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the
date first above written.

         

         

         

        
          	ATTEST:	ALLIANCE
      RECOVERY CORPORATION 
	 	 
	/s/ 	By: /s/
      Peter Vaisler 
	 	 
	WITNESS	PETER
      VAISLER
	 	 
	/s/ 	/s/
      Peter Vaisler 
	 	 


        

         

         

         

         

         

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        ALLIANCE
RECOVERY CORPORATION

        OPTION
AGREEMENT,

         

        THIS AGREEMENT ("this -Agreement") is
entered into as of May 23, 2008 (the "Date of Grant") by and between ALLIANCE RECOVER CORPORATION, a Delaware
corporation (the "Company" or "Grantor"). and WALTER MARTIN ("Martin"
or the

        "Grantee").

         

        RECITALS

         

        A.           The
Grantor and Grantee have agreed that the Grantee will have the right to
purchase
a total of 600,000 shares of the Company's common stock of the Company as set
forth below.

         

        B.           The
grant
of the Option evidenced by this Agreement has been bargained for
byGrantee
and the Grantor.

         

        AGREEMENT

         

        NOW
THEREFORE, the parties hereto for good and sufficient consideration the receipt
of which is hereby acknowledged, and intending to be legally bound, do hereby
agree as follows:

         

        1. Grant
of Option. Grantor hereby grants Grantee an option (the "Option") to purchase a
total of 600,000 shares of the Company's common stock ("Option Shares") for a
total purchase price of $.25 per share subject to the terms and conditions set
forth herein.

         

        1.1 Method
or
Exercise.
The Option shall be exercisable by Grantee by giving
written notice to the Company of the
election to purchase the Option Shares, such notice to be accompanied by such
other zxecuted instruments or documents as may be required by the Company
pursuant to this Agreement.

         

        1.2 Payment
of Purchase Price. At such time the exercise is optioned, Grantee shall
tender in cash or by certified or bank cashier's check
payable to the Company. the purchase price for the Option
Shares.

         

        2. Vesting
of Option. Grantee shall have the Option to purchase all of the Option
Shares immediately
upon execution of this agreement. The Option must be exercised by April
24, 2018.

         

        3.  Non-Transferability of Option: Death.
The Option may not be transferred in any manner otherwise than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of Grantee only by Grantee. In the event of death of Grantee during the
term of this Option, the Option may be exercised at any time prior to the date
of expiration of the term of this Option, by Grantee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but
only to the extent of the right to exercise that had accrued at the date
of death. The terms of
this Option shall be binding upon the executors, administrators, heirs and
successors
of the Grantee and upon any successor by operation of law to
Grantors.

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        4. 
 General
Provisions

         

        4.1 Amendments:
Waivers. This Agreement may be
amended only by agreement in writing of all parties. No waiver of any
provision nor consent to any exception to the terms of this Agreement shall be
effective unless in
writing and signed by the party to be bound and then only to the specific
purpose. extent and instance so provided.

         

        4.2 Entire
Agreement. This Agreement, together with its exhibit, constitutes the
entire agreement
among the parties pertaining to the subject matter hereof and supersedes
all prior agreements and understandings of the
parties in connection therewith.

         

        4.3 Governing
Law. This Agreement and the legal relations between the parties shall be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and performed in such State.

         

        4.4 Attornevs'
Fees. Should any action or proceeding be brought to construe or enforce
the terms and conditions of this Agreement or the rights of the parties
hereunder. the losing party shall pay to the prevailing party all court costs
and reasonable attorneys' fees and costs (at the prevailing party's attorneys
then current
rates) incurred in such action or proceeding. A party
that voluntarily dismisses an action or proceeding shall be considered a
losing party for purposes of this provision. Attorneys' fees
incurred in enforcing any judgment in respect of this Agreement are
recoverable as a separate item. The preceding sentence is intended to be
severable from the other provisions of this Agreement and to survive any
judgment and, to the maximum extent permitted by law. shall not be deemed merged
into any such judgment.

         

        4.5 Receipt
of Agreement.
Each of the parties hereto acknowledges that he has read this Agreement
in its entirety and does hereby acknowledge receipt of a fully executed copy
thereof. A fully executed copy shall be an original for all purposes, and is a
duplicate original.

         

        4.6 Notices.
Any
written notice required or permitted to be given shall be deemed delivered either
when personally delivered or when mailed.
registered or certified. postage prepaid with
return receipt requested, if to Grantee, addressed to Grantee at the last
residence address of Grantee as provided by him to the Grantee from time to
time, and if to the Grantor. addressed to Grantee at
the last residence address of Grantee as provided by him to the Grantor
From time to time.

         

        4.7  Severability.  If
any provision of this Agreement is determined to
be
invalid. illegal
or unenforceable by any
governmental entity. the remaining provisions of this Agreement
to the
extent permitted byshall remain
in
full force and effect

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

         

        IN
WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the
date first above written.

         

         

        
          	ATTEST:	ALLIANCE
      RECOVERY CORPORATION 
	 	 
	/s/ 	By: /s/
      
	 	 
	WITNESS	WALTER
      MARTIN
	 	 
	/s/ 	/s/