Exhibit 10.2


 


[Global Letterhead]


 


Effective as of January 1, 2010


 


Mark
Cosenza, Chief Financial Officer


Alliance
Energy LLC


404
Wyman Street, Suite 425


Waltham,
MA  02451


 


Re:          2010
Shared Services Fee Structure with Global Companies LLC


 


Dear
Mark:


 


The
herein letter agreement shall reflect the agreement between Alliance Energy LLC
(“Alliance”) and Global Companies LLC (“Global”) with respect to shared
services for the calendar year 2010.


 


Reference
is made to that certain Amended and Restated Services Agreement by and between
Alliance and Global dated as of the 4th day of
October, 2005, a copy of which is attached hereto and incorporated herein by
reference as Exhibit A (the “Shared Services Agreement”).  To the extent that there is a conflict
between the terms of the herein letter agreement and said Shared Services
Agreement, the terms and provisions of this letter agreement shall govern.


 


In
consideration of the following services to be provided by Global to Alliance
during the 2010 calendar, Alliance agrees to pay Global those corresponding
amounts hereinafter set forth:


 


1.                                     Information
Technology Infrastructure:  $106,000.00
billed in equal monthly installments of $8,833.00.


 


2.                                     Pending hirings
as contemplated by Paragraph 5 hereunder, production support, routine IT
maintenance and approved projects support shall be provided by Global and
billed to Alliance at the rate of $100.00 per hour.


 


3.                                     A copy of the
2010 IT Resource Allocation of Alliance work is attached hereto and
incorporated herein by reference as Exhibit B.  The signatories recognize that said resource
allocation represents those IT services and functions necessary to address the
then current needs of Alliance as of January 1, 2010.  Expansion of Alliance’s operations shall
warrant a reassessment of costs and benefits being provided.  All “new” projects for which IT support from
Global is sought to be provided shall require the approval of Alliance and
Global.


 

















 


4.                                     In connection
with network and system IT support and functionality, Global has agreed to hire
two (2) employees dedicated on a full time basis to the Alliance IT
account.  All salary and benefits for
said individuals shall be reimbursed to Global by Alliance.  Except as otherwise may be required in
connection with the provisions of Paragraph 5, effective May 1, 2010 (the
contemplated hiring date of said individuals), the hourly rate protocol will be
eliminated.  From time to time
thereafter, Alliance and Global agree to review the need to maintain said two (2) full-time
dedicated employees for the exclusive benefit of Alliance and adjust the fees
and services accordingly.


 


5.                                     To the extent
that Alliance and Global reasonably determine at their monthly IT Resource
Allocation Status meetings that two full-time employees are inadequate to
provide the resources and services that were otherwise necessary considering
Alliance’s needs as of January 1, 2010, additional support services shall
be provided at the rate of $100.00 per hour.


 


6.                                     To the extent
that Global cannot provide additional in-house resources at the rate of $100.00
per hour to effectively provide a request by Alliance for an expansion of the
IT services, Global may seek such additional support services from a
third-party vendor, which costs, in all instances, shall be borne by Alliance
(upon presentation of documentation evidencing such costs and subject to
Alliance’s approval, not to be unreasonably withheld).


 


7.                                     In addition to
those IT services described in the immediately preceding paragraphs, Global
shall provide limited legal support services in consideration of $75,000 per
annum, payable in equal monthly installments.


 


8.                                     In addition to
those IT and legal services described above, Global shall provide limited
accounting, treasury, tax and human resources support in consideration of
$15,000.00 per annum, payable in equal monthly installments.


 


9.                                     Except as
modified by the terms of the herein letter agreement, the Shared Services
Agreement shall remain in full force and effect.


 


10.                               Absent the
occurrence of material changes in the actual services being provided, or
personnel providing same, the shared services fees for 2010 shall remain in
full force and effect for the 2010 calendar year.


 


Witness
our hands and seals this 12th day of May, 2010.


 


	
  ALLIANCE ENERGY LLC

  	
   

  	
  GLOBAL
  COMPANIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ MARK COSENZA

  	
   

  	
  By:
  

  	
  /s/
  CHARLES RUDINSKY

  
	
   

  	
  Mark Cosenza

  	
   

  	
   

  	
  Charles Rudinsky

  
	
   

  	
  Its Chief Financial Officer

  	
   

  	
   

  	
  Its Chief Accounting Officer

  



 


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