Exhibit 10.2

# MICHAEL STEMPLE

# AMENDED AND
RESTATED EMPLOYMENT AGREEMENT

THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the Agreement), effective as of the
17th day of July 2008, is between Almadoro Minerals Corp., a Nevada corporation with its
principal place of business located at 9620 Williams Road, Richmond Canada A1 V7A 1H2 (the
Company) and Michael Stemple (the Employee).

# RECITALS

A.       
          The Company desires to be assured of the association and services of Employee
          for the Company.

B.       
          Employee is willing and desires to be employed by the Company, and the Company
          is willing to employ Employee, upon the terms, covenants and conditions
          hereinafter set forth.

NOW
THEREFORE, in consideration of the Recitals and the mutual covenants, promises,
agreements, representations and warranties contained in this Agreement, the parties hereby
accept employment on the terms and conditions hereinafter set forth.

1.    Employment.
The Company hereby employs Employee as its President and           Chief Executive
Officer.

2.    Term. The
term of this Agreement shall be for a period of three (3) years           effective as of
July 17, 2008 and ending on July 31, 2011 (the Initial           Term),
unless terminated earlier pursuant to Section 10 below; provided,           however, that
Employees obligations in Section 11 below shall continue in           effect after
such termination. This Agreement shall be automatically renewed for           successive
one-year periods (the Renewal Term) unless, at least 60           days prior
to the expiration of the Initial Term or any Renewal Term, either           party gives
written notice to the other party specifically electing to terminate           this
Agreement at the end of the Initial Term or any such Renewal Term.

3.    Compensation.

(a)       
          Base Salary. For all services rendered by Employee under this Agreement,
          the Company shall pay Employee a base salary of One Hundred and Twenty Thousand
          Dollars ($120,000) per year (the Base Salary). The Base Salary shall
          be payable in equal, consecutive monthly installments beginning on August 1,
          2008. Payment of the Base Salary shall be subject to the customary withholding
          tax and other employment taxes as required with respect to compensation paid by
          a corporation to an employee. It is expressly understood and agreed that the
          Base Salary may be increased upon the approval of the Companys
          Compensation Committee (if such a committee exists) or of the Board of
          Directors.

---



(b)       
          Bonus.In addition to the Base Salary, the Company shall pay Employee
          such Bonus or Bonuses as the Board of Directors shall determine in their sole
          discretion.

4.    Reimbursement. Employee
is entitled to reimbursement from the Company of           any amounts expended by him in
connection with this Agreement and the sale of           any intellectual property and
the purchase of shares of Common Stock and other           transactions, up to $80,000.
Further, the Employee is authorized to incur           reasonable expenses for promoting
the business of the Company, including his           out-of-pocket expenses for
entertainment, travel and similar items. The Company           shall reimburse the
Employee for all such expenses on the presentation by the           Employee, from time
to time, of an itemized account of such expenses in           accordance with the
guidelines set forth by the Internal Revenue Service for           travel and
entertainment.

5.    Duties. Employee
is engaged as the President and Chief Executive Officer           of the Company. In such
capacity, Employee shall exercise detailed supervision           over the operations of
the Company subject, however, to control by the Board of           Directors. The
Employee shall perform all duties incident to the title of           President and Chief
Executive Officer and such other duties as from time to time           may be assigned to
him by the Board of Directors.

6.              Employees
Devotion of Time.Employee shall devote such productive time, ability, and
attention to the business of the Company during the term of this Agreement, as
employee deems necessary to accomplish the duties assigned to him and to the
promotion and forwarding of the business affairs of the Company, and not to
divert any business opportunities from the Company to himself or to any other
person or business entity. Such services shall be rendered at such other place
or places as the Company shall in good faith require or as the interest, needs,
business or opportunity of the Company shall require. the Company understands
that Employee has other commitments and will not function exclusively as the
Companys employee; however, it is expected that the employee will devote
significant time to the business of the Company.

7.       
Benefits.The Employee shall be entitled to receive any and all health,
insurance, disability or any other benefit, if and when a plan is adopted by the
Board of Directors for the benefit of its employees.

8.       
Vacation.The Employee shall be entitled each year to a vacation of a
reasonable amount during which time his compensation shall be paid in full.

9.       
Change of Control.If any time during the Initial Term or any Renewal
Term of this Agreement there is a change of control of the Company, as defined
below, and Employees employment is terminated by the Company under Section
10.1(a), (b), (d) or (e) within the greater of one (1) year following the change
of control or the remaining term of this Agreement (the Change of Control
Date), the Company shall pay to Employee (a) the balance of all amounts
due from the Change of Control Date until the end of the Initial Term plus (b)
an amount equal to 2.99 times the sum of (i) his annual Base Salary as in effect
on the date of termination plus (ii) the amount of bonus paid in the prior year
to Employee, and (c) any other amounts due to Employee under any other provision
of this Agreement. This amount shall be paid to Employee in one lump sum as soon
as practicable, but in no event later than thirty (30) days, after the date that
Employees employment is terminated. In addition to the lump sum payment
referenced in the preceding sentence, the Company shall pay to Employee any
accrued and unpaid bonuses as provided for in Section 3(b) at the same time as
the lump sum payment is made. For example, if the Change of Control Date was
July 31, 2009, the amount paid to would be equal to [$120,000 (Base Salary) +
$0.00 (Bonus)] X 2 (years remaining on contract)] + [$120,000 X 2.99] or an
aggregate of $598,800).

2

---



If
any payment or distribution by the Company to Employee is determined to be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code, Employee is entitled to
receive a payment on an after-tax basis equal to the excise tax imposed. Employee is under
no obligation to mitigate amounts payable under these agreements.

For
purposes of this subsection, a change of control shall mean the occurrence of one or more
of the following three events:

| | (1) | After the effective date of this Agreement, any person becomes a beneficial
               owner (as such term is defined in Rule 13d-3 promulgated under the Securities
               Exchange Act of 1934, as amended) directly or indirectly of securities
               representing 33% or more of the total number of votes that may be cast for the
               election of directors of the Company;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Within one year after a merger, consolidation, liquidation or sale of assets
               involving the Company, or a contested election of a Company director, or any
               combination of the foregoing, the individuals who were directors of the Company
               immediately prior thereto shall cease to constitute a majority of the Board of
               Directors; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Within one year after a tender offer or exchange offer for voting securities of
               the Company, the individuals who were directors of the Company immediately prior
               thereto shall cease to constitute a majority of the Board of Directors.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10.        Termination
and Bases for Termination.

(a)       
          Employees employment hereunder may be terminated at any time by mutual
          agreement of the parties.

(b)       
          Should the Employee, by reason of illness or incapacity, be unable to perform
          his job for a period of up to and including a maximum of two (2) months, the
          compensation payable for and during such period under this Agreement shall be
          unabated. The Board of Directors shall have the right to determine the
          incapacity of the Employee for the purposes of this provision, and any such
          determination shall be evidenced by its written opinion delivered to the
          Employee. Such written opinion shall specify with particularity the reasons
          supporting such opinion and be manually signed by at least a majority of the
          Board. Should the Board of Directors determine the Employee incapable of the
          performance of his duties, the Employees compensation thereafter shall be
          terminated.

3

---



The
Employee shall begin to receive full compensation pursuant to Section 3 of this Agreement
upon his return to employment and regular discharge of his full duties hereunder. Should
the Employee be absent from his employment for whatever cause for a continuous period of
more than 180 calendar days, the Company may terminate this Agreement and all obligations
of the Company hereunder shall cease upon such termination.

(c)       
          Employees employment may be terminated by the Company with
          cause, effective upon delivery of written notice to Employee given at any
          time (without any necessity for prior notice) if any of the following shall
          occur:

| | (1)       
               any action by Employee which would be grounds for termination under applicable
               law (currently covering any willful breach of duty, and habitual neglect of
               duty);
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
               any material breach of Employees obligations in Sections 5 or 11 of this
               Agreement; or
| | --------------------------------------------------------------------------------------------------------------------------------

| | (3)       
               any material acts or events which inhibit Employee from fully performing his
               responsibilities to the Company in good faith, such as (i) a felony criminal
               conviction; (ii) any other criminal conviction involving Employees lack of
               honesty or Employees moral turpitude; (iii) drug or alcohol abuse; or (iv)
               acts of dishonesty, gross carelessness or gross misconduct.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)       
          Employees employment may be terminated by the Company without
          cause (for any reason or no reason at all) at any time by giving Employee
          30 days prior written notice of termination, which termination shall be
          effective on the 30th day following such notice. If Employees employment
          under this Agreement is so terminated, the Company shall (i) make a lump sum
          cash payment to Employee within 10 days after termination is effective of an
          amount equal to (1) Employees Base Salary accrued to the date of
          termination; (2) unreimbursed expenses accrued to the date of termination; (3)
          an amount equal to the greater of (a) two times Employees annual Base
          Salary (i.e., 24 months of Base Salary), or (b) amounts remaining due to
          Employee as Base Salary (assuming that payments under this Agreement were made
          until expiration of the Initial Term or if applicable the Renewal Term), and (4)
          any other amounts due to Employee under any other provision of this Agreement.
          After the Companys termination of Employee under this provision, the
          Company shall not be obligated to provide the benefits to Employee described in
          Section 3 (except as may be required by law). In addition to the lump sum
          payment referenced in this section, the Company shall pay to Employee the Bonus
          provided for in Section 3(b) based upon the number of days in the year that
          Employee was employed by the Company, within one hundred twenty days after the
          end of the fiscal year in which Employee was terminated.

(e)       
          Employee may terminate his employment hereunder by giving the Company 30 days
          prior written notice, which termination shall be effective on the 30th day
          following such notice. The Company shall not be obligated to compensate
          Employee, his estate or representatives after any such termination. Further,
          Employee shall not be entitled to any of the benefits described in Section 3
          (except as provided by law) after such termination.

4

---



10.2        Payment
Upon Termination. Upon termination under Sections 10.1(a), (b), (c) or (e), the
Company shall pay to Employee within 10 days after termination an amount equal to the sum
of (1) Employees Base Salary accrued to the date of termination; (2) unreimbursed
expenses accrued to the date of termination, and (3) any other amounts due to Employee
under any other provision of this Agreement. The Company shall not be obligated to
compensate Employee, his estate or representatives after any such termination. Further,
Employee shall not be entitled to any of the benefits described in Section 3 (except as
provided by law) after such termination.

10.3        Dismissal
from Premises. At the Companys option, Employee shall immediately leave the
Companys premises on the date notice of termination is given by either Employee or
the Company.

11.       
          Confidential Information. During the term of this Agreement, the Employee
          will have access to certain confidential information and materials originated by
          the Company or disclosed to the Company by others under agreements to hold the
          same confidential (Confidential Information). Confidential
          Information further includes, but is not limited to, all technical, financial,
          business practices, customer lists, customer identities and commercial
          information heretofore or hereafter disclosed or transmitted by the Company in
          any form and manner to the Employee or otherwise received by the Employee,
          whether orally or in writing. Employee acknowledges that Employee shall not
          either directly or indirectly use, disclose or communicate to any person or
          entity any Confidential Information for any purpose at all whether during or
          after the term of this Agreement, except to the extent any such information
          becomes generally known to the public through no fault of Employee. Furthermore,
          the terms of this provision shall survive the Initial Term or any Renewal Term
          of this Agreement, or any termination thereof.

12.        Miscellaneous.

(a)                     Entire
Agreement. This Agreement contains the entire agreement between the           Company and
the Employee, regarding employment of the Employee. This Agreement           shall not be
modified except by written agreement signed by both parties.

(b)                     Headings.
The subject headings of the articles and sections contained in this           Agreement
are included for convenience purposes only and shall not control or           affect the
meaning, construction or interpretation of any provision hereof.

(c)                     Assigns.
This Agreement shall be binding upon the Company and Employee, their           respective
heirs, executors, legal representatives, successors and assigns.

(d)                     Notices.
All notices, demands, elections, opinions or requests (however           characterized or
described) required or authorized hereunder shall be deemed           given sufficiently
if in writing and sent by registered or certified mail,           return receipt
requested and postage prepaid, or by tested telex, telegram or           cable to, in the
case of the Company:

5

---



| | Almadoro
Minerals Corp.                  9620 Williams Road                   Richmond Canada A1
V7A 1H
| | -------------------------------------------------------------------------------------------------------

| | with
a copy to:
| | ---------------

| | Schlueter
& Associates, P.C.                   1050 17th Street, Suite 1750
                 Denver, Colorado 80265
| | -------------------------------------------------------------------------------------------------------------------

and in the case of the Employee:

| | Michael
Stemple                   14405 W. Colfax Ave., Suite 104                   Lakewood,
Colorado 80401
| | ------------------------------------------------------------------------------------------------------------

(e)                     Remedies.
Employee acknowledges that any failure to carry out an obligation           under this
Agreement, or a breach by the Employee of any provision herein, will           constitute
immediate and irreparable damage to the Company, which cannot be           fully and
adequately compensated in money damages and which will warrant           preliminary and
other injunctive relief, an order for specific performance, and           other equitable
relief. Employee also understands that other actions may be           taken and remedies
enforced against the Employee, including termination of any           other agreements
the Employee may have with the Company.

(f)                     Waiver
and Severability. No waiver by either party of any breach or default           hereof by
the other shall be deemed to be a waiver of any preceding or           succeeding breach
or default hereof, and no waiver shall be operative unless the           same shall be in
writing. Should any provision of this Agreement be declared           invalid by a court
of competent jurisdiction, the remaining provisions hereof           shall remain in full
force and effect regardless of such declaration.

(g)                     Arbitration.
Any dispute regarding the subject matter of this Agreement shall be           resolved by
binding arbitration to be conducted by an arbitration association           upon mutual
written agreement of the parties. The prevailing party shall be           entitled to an
award of attorneys fees, costs and expenses. The award may           be converted
to an order of a court of competent jurisdiction, and each party           voluntarily
submits to personal jurisdiction in the federal and state courts           located in
Colorado. Notwithstanding the aforementioned, the Company shall be           entitled to
seek injunctive relief for violation of the provisions of Section 11           herein.

(h)                     Counterparts.
This Agreement may be executed in several counterparts, and as to           executed
shall constitute one Agreement, binding on all parties hereto,           notwithstanding
that all parties are not signatory as to other original or the           same
counterpart. Facsimile signatures are acceptable.

(i)                     Time.
Time is of the essence.

6

---



(j)                     Governing
Law. This Agreement shall be construed under the laws of the State of           Colorado.

IN
WITNESS WHEREOF, the parties have executed this Agreement effective on the day and
year first above written.

|                                                                                          |                                                 
|----------------------------------------------------------------------------------------- | ------------------------------------------------
|THE COMPANY: 
ALMADORO MINERALS CORP.
By:  /s/ Michael Stemple
Michael Stemple, President | THE EMPLOYEE:/s/ Michael Stemple
Michael Stemple

7

---