EX-10.2






Exhibit 10.2




TERMINATION AGREEMENT




THIS TERMINATION AGREEMENT (this “Agreement”) is entered into as of March 16, 2009, by
and among Max Diversified Strategies Ltd. (“Customer”) and Alstra Capital Management, LLC
(“Alstra”).



WHEREAS, Customer and Alstra are parties to that certain Second Amended and Restated Customer
Agreement and Trading Authorization dated as of February 14, 2006 as amended as of May 5, 2008 and
November 20, 2008 (the “Customer Agreement”); and



WHEREAS, Customer desires to terminate the Customer Agreement as provided herein.



NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



1. Termination of Customer Agreement. The Customer Agreement is hereby terminated as
of January 31, 2009 and is of no further force and effect, and no party thereto shall have any
surviving obligations, rights, or duties thereunder.



2. Termination Amount. In consideration of the waiver set forth in Section 3 hereto,
Customer shall make a one-time payment to Alstra of $1,992,417 (the “Termination Amount”)
on or before March 20, 2009 to the account directed to Customer by Alstra in full satisfaction of
any amounts due and payable under the Customer Agreement. Alstra agrees to apply the Termination
Amount as set forth on Schedule A hereto.



3. Waiver. In consideration of the foregoing, Alstra agrees to waive any and all
claims, known or unknown, it has or may have against Customer and its officers, directors, agents
and employees and their respective successors and assigns under the Customer Agreement, including
without limitation Section 10 thereof, including, but not limited to, the right to receive prior
written notice of termination of the Customer Agreement and any payments contemplated under the
Customer Agreement.



4. Releases.



(a) Upon the satisfaction of the conditions set forth in Sections 2 and 3 hereof, the
arrangements and agreements as between Customer and Alstra pursuant to the Customer Agreement are
terminated, cancelled and of no further force and effect and Customer and Alstra shall have no
further obligations, duties or responsibilities in connection with the Customer Agreement.



(b) Alstra hereby releases, discharges and acquits Customer and its officers, directors,
agents and employees and their respective successors and assigns, from all obligations to Alstra
(and its successors and assigns) and from any and all claims, demands, debts, accounts, contracts,
liabilities, actions and causes of actions, whether in law or in equity, that Alstra at any time
had or has, or that its successors and assigns hereafter can or may have against Customer, its
officers, directors, agents or employees and their respective successors and assigns.



5. Binding Effect.  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns.



6. Counterparts.  This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be an original, and all of which when taken together
shall constitute one and the same instrument as if the parties hereto had executed the same
instrument.



7. Entire Agreement.  This Agreement constitutes the entire agreement among the
parties hereto in respect of the subject matter hereof and supersedes any and all prior agreements,
understandings, and representations, whether written or oral, relating to the subject matter
hereof.



8. Governing Law.  This Agreement and the rights and obligations hereunder shall be
governed in all respects, including as to validity, interpretation, and effect, by the laws of the
State of New York, U.S.A. without giving effect to the principles thereof relating to conflicts of
law.



[signature page follows]




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




MAX DIVERSIFIED STRATEGIES LTD.




By:

Name:

Title:





ALSTRA CAPITAL MANAGEMENT, LLC




By:

Name:

Title: