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Exhibit 10.2
 Beacon Energy Corp.
 SERIES B STOCK SUBSCRIPTION AGREEMENT
AND STOCKHOLDER AGREEMENT
 Agreement Company Purchasers Purchaser Metalico
 Original Agreement Amended Agreement)
   1. AUTHORIZATION. Securities  Series B Capital Contribution
 2. PURCHASE AND SALE OF SECURITIES; CLOSING.
 2A. Purchase and Sale of Series B Securities.
 2B. Closing. Closing Closing Date
 3. CONDITIONS OF CLOSING.




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3A. Representations and Warranties. Paragraph
6 .
 3B. Sale of all Series B Securities Paragraph 2A provided
 3C. Metalico Approval
 4. COVENANTS OF THE COMPANY.
 4A. Financial and Other Reporting by the Company.
   Paragraph 5D
 Paragraph 5D
 4B. Use of Proceeds.
 4C. Business of the Company.
 4D. Investor Relations Firm. Paragraph 5C
 Page 2




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4E Board of Directors.
 4F. Anti-Dilution. Paragraph 5C)
 5. CONDITIONAL RIGHT TO SELL.
 5A. Sale Rights. Paragraph 5C Paragraph 5C Sale Notice
   Paragraph 5A(i)
 Paragraph 5A(i) Paragraph 5C and 5A
 Paragraph 5A(i)(a) Paragraph
5A(i)(b)
 5B. Stock Rights. Paragraph 5A(i)(b) Paragraph 5A(i)(b) Paragraph 5A(i)(b)
 5C. Public Trading Event. Paragraph 5 Public Trading Event
 Page 3




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(i)
    
    as of April 30, 2008 the Company shall have completed the filing of an
appropriate application and required supporting materials with any of the following
national securities exchangesor listing services providing a platform for public
trading in the Companys common stock: the American Stock Exchange, the New York Stock
Exchange, the NASDAQ market, or the OTC Bulletin Board (each a Traditional Trading
Platform) or(ii)
    
    as of July 31, 2008 completed an alternative listing arrangement through a
reverse merger with a public shell, a listing on the Pink Sheets trading system, acquisition by a Special Purpose Acquisition Company (SPAC)or any other similar
mechanism deemed appropriate by the Companys Board of Directors (each a
Non-Traditional Trading Platform and, collectively together with the
Traditional Trading Platform each a Trading Platform ).
  Platform Date  Paragraph 5C Paragraph 5C
  provided Paragraph 5C
 5D. Insider Information. Paragraphs
4A(ii) (iii)
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
 6A. Organization, Etc. Schedule
6A
  Page 4




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6B. Company Ownership. Schedule 6A Schedule 6A provided Schedule 6A Schedule
6A
 7. REPRESENTATIONS OF THE PURCHASERS.
 7A. Purchase for Own Account.
 7B. Accredited Investor Status.
 7C. Unregistered Securities.
 8. REPRESENTATIONS OF METALICO.
   9. RATABLE LIQUIDATION. Liquidation
 Page 5




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10. MISCELLANEOUS.
 10A. Consent to Amendments.
 1B. Survival of Representations and Warranties; Entire Agreement.
 11C. Successors and Assigns.
 11D. Additional Stock.
 11E. Governing Law.
 11F. Counterparts.
 11G. Severability.
 Page 6




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BEACON ENERGY CORP.By:Carlos E. Agüero
Chairman The foregoing Agreement is hereby accepted as of the date first above written.*By:SignatureName:Please PrintSeries B Capital Contribution:
    $Number of Shares:
 
 *
    
    Corporate/business entities: Please insert appropriate
Purchasers name and signature block. Page 7