2007 Consulting Agreement with Mirador Consulting, Inc.


    Mirador
      [Logo ] Consulting

     

    CONSULTING
      AGREEMENT

     

    THIS
      AGREEMENT (the
      "Agreement"), is made and entered into as of this 5th
      Day of
.March,
      2007, by and between Mirador Consulting. Inc. a Florida corporation. with
offices
      at 5499 N. Federal Hwy. Suite D. Boca Raton. Florida 33487 ("Mirador" or the
      "Consultant").
      and Alliance Recovery Corporation, a Delaware corporation. with offices at
      Borchart
      Park. PO Box 1538, Monroe, MI 48161 (the "Company") (together the
      "Parties").

     

    WH
      EREAS. Consultant
      is in the business of providing services for management consulting. business
      advisory, shareholder information and public relations:

     

    WHEREAS.
      the
      Company deems it to be in its best interest to retain Consultant to render
      to
      the Company
      such services as may be needed: and

     

    WHEREAS,
      the
      Parties desire to set forth the terms and conditions under which Consultant
      shall provide
      services to the Company.

     

    NOW,
      THEREFORE, in
      consideration of the mutual promises and covenants herein contained.
and
      other
      valid consideration, receipt of which is hereby acknowledged. the Parties agree
      as follows:

     

    Term
      of Agreement

     

    The
      Agreement shall remain in effect front the date hereof through the expiration
      old period of one
      year
      from the date hereof' (the "Term"). and thereafter may he renewed upon the
      mutual written
      consent of the Parties.

     

    Nature
      of Services to be rendered.

     

    During
      the Term and any renewal thereof. Consultant shall: (a) provide the Company
      with
corporate
      consulting services on a best effort basis in connection with corporate finance.
      corporate
      finance relations, introductions to other financial relations companies and
      other financial
      services: (b) contact the Company's existing stockholders. responding in a
      professional manner
      to
      their questions and following
      up as
      appropriate: and (c) use its best efforts to introduce the
      Company to various securities dealers, investment advisors, analysts. funding
      sources and other
      members of the financial community with whom it has established relationships,
      and generally assist the Company in its efforts to enhance its visibility in
      the
      financial community (collectively,
      the "Services").

     

    It
      is
      acknowledged and agreed by the Company that Consultant carries no professional
      licenses. and
      is
      not rendering legal advice or performing accounting
      services. nor acting as an investment advisor
      or brokerage/dealer within the meaning of the applicable state and federal
      securities laws. The Services of Consultant shall not he exclusive nor shall
      Consultant he required to render any specific
      number of hours or assign specific personnel to the Company or its
      projects.

     

    Disclosure
      of Information

     

    
      
        

      
Consulting Agreement 2007 for Alliance Recovery
      Corporation.

     

    


    
      
         

      

      
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    Mirador
      [Logo ] Consulting

     

    Consultant
      agrees as follows:

    File
      Consultant shall NOT disclose to any third party any material non-public
      information or data received
      from the Company without the written consent and approval of the Company other
      than: (i)
      to
      its agents or representatives that have a need to know in connection with the
      Services hereunder:
      provided such agents and representatives have a similar obligation to maintain
      the confidentiality
      of such information: (ii) as may be required by applicable law: provided.
Consultant
      shall provide prompt prior written notice thereof to the Company•
      to
      enable the Company
      to seek a protective order or otherwise prevent such disclosure; and (iii)
      such
information
      as becomes publicly known through no action of the Consultant. or its agents
      or
      representatives.

     

    Compensation.

     

    Upon
      execution of the Agreement, the Consultant shall purchase and the Company will
      issue to the
      Consultant 300,000 shares (three hundred thousand) of the Company's restricted
      common stock for a total purchase price of three hundred dollars ($300.00)
      (the
      "Restricted Stock-)
      as per
the
      Investment Representation Letter (incorporated by reference into the Agreement
      and attached as
      Addendum

     

    During
      the Term of this Agreement, the Company will pay to the Consultant the sum
      of
      four thousand
      ($4,000.00) dollars per month: provided, however that such payment for the
      first
      month shall
      be
      due and payable upon the execution of this Agreement.

     

    Representations
      and Warranties
      of the Consultant.

     

    In
      order
      to induce the Company to enter into this Agreement, the Consultant hereby makes
      the following
      unconditional representations and warranties:

     

    In
      connection with its execution of and performance under this Agreement. the
      Consultant has not taken
      and
      will not take any action that will cause it to become required to make any
      filings with or
      to
      register in any capacity with the Securities and Exchange Commission (the
      "SEC"). the National
      Association of Securities Dealers, Inc. (the "NASD.").
      the
      securities commissioner or department
      of any state, or any other regulatory or governmental body or
      agency.

     

    Neither
      the Consultant nor any of its principals is subject to any sanction or
      restriction imposed by
      the
      SEC. the NASD. any state securities commission or department. or any other
      regulatory or governmental
      body or agency. which would prohibit, limit or curtail the Consultant's
      execution of
      this
      Agreement or the performance of its obligation hereunder. The Consultant's
      purchase of shares
      pursuant to this Agreement is an investment made for its own account. The
      Consultant is permitted
      to provide consulting services to any corporation or entity engaged in a
      business identical
      or similar to the Company's.

     

    Duties
      of the Company.

     

    The
      Company will supply Consultant. on a regular basis and timely basis, with all
      approved data and
      information about the Company, its management, its products, and its operations
      as reasonably
      requested by Consultant and which the Company can obtain with reasonable effort:
      and
      Company shall he responsible for advising Consultant of any facts which would
      affect the

    


    
      
        

      
Consulting Agreement 2007 for Alliance Recovery
      Corporation.

    


    
      
         

      

      
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    Mirador
      [Logo ] Consulting

    


    accuracy
      of any prior data and information previously supplied to Consultant so that
      the
Consultant
      may take corrective action.

    


    Representations
      and Warranties of the Company.

    In
      order
      to induce the Consultant to enter into this Agreement, the Company hereby makes
      the following
      unconditional representations and warranties:

     

    The
      Company is not subject to any restriction imposed by the SEC or by operation
      of
      the 1933 Act,
      the
      Exchange Act of 1934. as amended (the "1934 Act") or any of the rules and
      regulations promulgated
      under the 1933 Act or the 1934 Act which prohibit its execution of this
      Agreement or
      the
      performance of its obligations to the Consultant set forth herein.

     

    The
      Company has not been sanctioned by the SEC. the NASD or any state securities
      commissioner
      or department in connection with any issuance of its securities. All payments
      required
      to he made on time and in accordance with the payment terms and conditions
      set
      forth herein.

     

    Compliance
      with Securities Laws

     

    The
      Parties acknowledge and agree that the Company is subject to the requirements
      of
      the 1934 Act,
      and
      that the 1933 Act, the 1934 Act, the rules and regulations promulgated
      thereunder and the
      various state securities laws (collectively. -Securities Laws") impose
      significant burdens and limitations
      on the dissemination of certain information about the Company by the Company
      and
by
      persons acting for or on behalf of the Company. Each of the Parties agrees
      to
      comply with all applicable
      Securities Laws in carrying out its obligations under the Agreement: and without
      limiting
      the generality of the foregoing, the Company hereby agrees (i) all information
      about the Company
      provided to the Consultant by the Company, which the Company expressly agrees
      may be
      disseminated to the public by the Consultant in providing any public relations
      or other services pursuant
      to the Agreement, shall not contain any untrue statement of a material tact
      or
      omit to state
      any
      material fact necessary to make the statements made. in light of the
      circumstances in which
      they were made. not misleading, (ii) the Company shall promptly notify the
      Consultant if

     

    becomes
      aware that it has publicly made any untrue statement of a material fact
      regarding the Company
      or
      has
      omitted to state any material fact necessary to make the public statements
      made
by
      the
      Company, in light of the circumstances in which they were made, not misleading.
      and (iii) the
      Company shall promptly notify the Consultant of any "quiet period" or "blackout
      period" or other
      similar period during which public statements by or on behalf of the Company
      are
      restricted by
      any
      Securities Law. Each Party (an "indemnifying party") hereby agrees, to the
      full
      extent permitted by applicable law, to indemnify and hold harmless the other
      Party (the "indemnified party-)
      for any
      damages caused to the indemnified party by the indemnifying party's breach
      or
      violation of any Securities Law. except to the extent that the indemnifying
      party's breach or violation
      of a Securities I.aw is caused by the indemnified party's breach or violation
      of
      the Agreement,
      or any Securities Law,

     

    Issuance
      of Restricted Stock to Consultant

     

    The
      Restricted Stock shall be issued as fully-paid and non-assessable securities.
      The Company shall
      take all corporate action necessary for the issuance Restricted Stock. to be
      legally valid and irrevocable,
      including obtaining the prior approval of Board of Directors.

    


    
      
        

      
Consulting Agreement 2007 for Alliance Recovery
      Corporation.

    


    
      
         

      

      
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    Mirador
      [Logo ] Consulting

    


    Expense
      Reimbursement.

     

    Consultant
      shall be entitled to receive cash reimbursement, and the Company shall provide
      cash reimbursement,
      of all reasonable and necessary cash expenses paid by the Consultant on behalf
      of the
      Company in performance of its own duties hereunder. Such expenses shall include,
      without limitation,
      reasonable expenses for communications, deliveries and travel. In no event,
      however will
      the
      Consultant incur on behalf of the Company any expense without the prior written
      consent oil
      he
      Company.

     

    Indemnification
      of Consultant by the Company.

     

    The
      Company acknowledges that the Consultant relics on information provided by
      the
      Company) in
      connection with the provisions of Services hereunder and represents that said
      information does not
      contain any untrue statement of a material fact or omit to state any material
      fact necessary to make
      the
      statements made, in light of the circumstances in which they were made. not
      misleading,
      and agrees
      to
      hold harmless and indemnify the Consultant for claims against the Consultant
      as a result of any breach of such representation and for any claims
      relating
      to the
purchase
      and/or sale of the Company's securities occurring out of or in connection with
      the Consultant's
      relationship with the Company including, without limitation, reasonable
      attorney's fees
      and
      other costs arising out of any such claims; provided, however. that the Company
      will not be
      liable
      in any such case for losses, claims. damages, liabilities or expenses that
      arise
      from the gross
      negligence or willful misconduct of Consultant.

     

    Indemnification
      of the Company by the Consultant.

     

    The
      Consultant shall indemnify and hold harmless the Company and its principals
      from
      and against
      any and all liabilities and damages arising out of any the Consultant's gross
      negligence or intentional
      breach of its representations. warranties or agreements made
      hereunder.

     

    Applicable
      Law.

     

    It
      is the
      intention of the parties hereto that this Agreement and the performance
      hereunder and all suits
      and
      special proceedings hereunder be construed in accordance with and under and
      pursuant to the laws of' the State of Florida and that in any action, special
      proceeding or other proceedings that may be brought
      arising out of, in connection with or by reason of this Agreement. the law
      of
the
      State
      of Florida shall be applicable and shall govern to the exclusion of the law
      of
      any other forum,
      without regard to the jurisdiction on which any action or special proceeding
      may
      be instituted.

     

    Disputes.

     

    Any
      and
      all conflicts, disputes and disagreements arising out of or
      in
      connection with any aspect of
      the
      Agreement shall he subject to the jurisdiction of state court. Palm Beach
      County. Florida. However, if Consultant needs to enforce any registration rights
      or shareholder rights. Consultant reserves
      the right to file an injunctive action in a court in Palm Beach County, Florida.
      In signing this
      Agreement, the Company waives their right to challenge jurisdiction on this
      issue.

     

    Entire
      Understanding/Incorporation of other Documents.

     

    
      
        

      
Consulting Agreement 2007 for Alliance Recovery
      Corporation.

    


    
      
         

      

      
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      Mirador
        [Logo ] Consulting

      


      


      The
        Agreement contains the entire understanding of the Parties with regard to
        the
        subject mailer hereof; superseding any and all prior agreements or
        understandings whether oral or written. and no further or additional agreements.
        Promises, representations or covenants may be inferred or construed to exist
        between the Parties.

       

      No
        Assignment or Delegation without Prior Approval.

       

      No
        portion of the Agreement or any of its provisions may be assigned, nor
        obligations delegated, to any other person or party without the prior written
        consent of the Parties except by operation of law or as otherwise set forth
        herein.

       

      Survival
        of Agreement.

       

      The
        Agreement and all of its terms shall inure to the benefit of any permitted
        assignees of or lawful successors to either Party.

       

      Independent
        Contractor.

       

      Consultant
        agrees to perform its consulting duties hereto as an independent contractor.
        Nothing contained herein shall be considered to as creating an employer-employee
        relationship between the parties to this Agreement.

       

      No
        Amendment except in Writing.

       

      Neither
        the Agreement nor any of its provisions may be altered or amended except
        in a
        dated writing signed by the Parties.

       

      Waiver
        of
        Breach.

       

      No
        Waiver
        of any breach of any provision hereof shall be deemed to constitute a continuing
        waiver or a waiver of any other portion of the Agreement.

       

      Severability
        of the Agreement.

       

      Except
        as
        otherwise provided herein, if any provision hereof is deemed by arbitration
        or a
        court of competent jurisdiction to be legally unenforceable or void. such
        provision shall be stricken from the Agreement and the remainder hereof shall
        remain in full force and effect.

       

      Termination
        of the Agreement.

       

      The
        Company may terminate the Agreement. with or without cause, by providing
        a
        thirty (30) day written notification to the Consultant. The Agreement will
        terminate thirty (30) days following the date of receipt of the written
        notification by the non-terminating party (-Date of Termination"). In the
        event
        of termination of the Agreement by the Company. the Consultant shall be entitled
        to keep any and all lees, Company stock or other compensation it received
        from
        the Company under the Agreement prior to the Dale of Termination.

       

      Counterparts
        and Facsimile Signature.

       

       

      


       

      
        
          

        
Consulting Agreement 2007 for Alliance Recovery
        Corporation.

    

     

     

    
      
         

      

      
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    Mirador
      [Logo ] Consulting

    


     

    This
      agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which taken together shall
      constitute one and the same instrument. Execution and delivery of this agreement
      by exchange of facsimile copies bearing the facsimile signature of a party
      hereto shall continue a valid and binding execution and delivery of this
      Agreement by such party. Such facsimile copies shall constitute enforceable
      original documents.

     

    No
      Construction against Drafter.

     

    The
      Agreement shall be construed without regard to any presumption or other
      requiring construction against the Party causing the drafting
      hereof.

     

    


     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed and delivered
      this Agreement as of the date set forth above.

     

    


     

    
      	
              Alliance
                Recovery Corporation

            	
              Mirador
                Consulting, Inc.

            
	 	 
	
              By:
                /s/ Peter Vaisler        

            	
              By: 
                /s/ Brian S. Jolm        

            
	 Peter Vaisler,
              CFO	Brian S.
              Jolm,
              President


    

    


     

    


     

    


     

    


     

    
      
        

      
Consulting Agreement 2007 for Alliance Recovery
      Corporation.

    


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