RECITALS

Exhibit 10.2

STOCK OPTION AND IRREVOCABLE PROXY AGREEMENT

This Stock Option and Irrevocable Proxy Agreement is made as of April
__, 2003 by and between Xxxx X. XxXxxx, trustee for the Xxxx X. XxXxxx Revocable
Trust dated March 17, 1998 (the "Xxxx Trust"), Xxxxx X. XxXxxx, trustee for the
Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998 (the "Xxxxx Trust"), Xxxxx
X. Xxxxxxx, trustee for the Xxxxx X. Xxxxxxx Revocable Trust dated April 19,
2000 (the "Xxxxx Trust"), Xxxxxxxx X. Xxxxxxx, trustee for the Xxxxxxxx X.
Xxxxxxx Revocable Trust dated April 19, 2000 (the "Xxxxxxxx Trust"),
(collectively, the Xxxx Trust, the Xxxxx Trust, the Xxxxx Trust and the Xxxxxxxx
Trust are referred to as the "Trusts") and Altos Bancorp Inc. (the "Optionee").

RECITALS

A. Optionee has entered into an Advisory Agreement (the "Advisory
Agreement") with Hy-Tech Technologies Group, Inc. (the "Company"), pursuant to
which there is a condition that the Trusts grant an option to the Optionee to
acquire ten million (10,000,000) shares of common stock held by the Trusts (the
"Option Shares") and a proxy (the "Proxy') with respect to all of the shares of
common stock held by the Trusts. The Trusts hereby agree to grant such option
for the Option Shares and Proxy as hereinafter provided.

NOW THEREFORE, specifically incorporating these recitals herein, it is agreed as
follows:

AGREEMENT

SECTION 1
GRANT OF OPTIONS

1.1 NUMBER OF SHARES. Subject to the terms and conditions of this Agreement, the
Trusts grant to Optionee, Options to purchase from the Trusts an aggregate of
ten million (10,000,000) shares (the "Option Shares") of the Company's common
stock. Each of the Trusts grants an option for the number of Option Shares set
forth next to its name on Schedule A attached hereto.

1.2 EXERCISE PRICE. Each Option Share is exercisable at a price of US $.01 per
share (the "Option Price").

1.3 TERM. The Expiration Date for all Options shall be the later of (a) the date
occurring three (3) years from the date of this Agreement or (b) the date that
this three (3) years after the date that this Agreement is released to Optionee
under the terms of the Advisory Agreement.

1.4 VESTING. The Options granted herein fully vest upon execution of this
Agreement.

1.5 CONDITIONS OF OPTION. The Options may be exercised immediately upon delivery
to Optionee under the terms of the Advisory Agreement, subject to the terms and
conditions as set forth in this Agreement.

SECTION 2
EXERCISE OF OPTION

2.1 DATE EXERCISABLE. The Options shall become exercisable by Optionee in
accordance with Section 1.4 above.

2.2 MANNER OF EXERCISE OF OPTIONS AND PAYMENT FOR COMMON STOCK. The Options may
be exercised by the Optionee, in whole or in part, by giving written notice to
the Trust or Trusts whose Option Shares are subject to such exercise, setting
forth the number of Shares with respect to which Options are being exercised, in
the form attached hereto as Exhibit A. The purchase price of the Option Shares
upon exercise of the Options by the Optionee shall be paid in full in cash,
except as provided in section 2.3 below.

2.3 CASHLESS EXERCISE. Optionee may, at its option, in lieu of paying cash for
the Option Shares, exercise this Option by an exchange, in whole or in part (an
"Option Exchange"), by delivery of (i) a duly executed Notice of Exercise
electing an Option Exchange and (ii) the Option Agreement representing this
Option. In connection with any Option Exchange, the Optionee shall be deemed to
have paid for the Option Shares an amount equal to the Fair Market Value of each
Option delivered, and the Options shall be deemed exercised for the amount so
paid. For this purpose, the Fair Market Value of each Option is the difference
between the Market Value of a Share of Common Stock and the Exercise Price on
the date of delivery. Market Value shall mean the average of the closing bid
price for a Share of common Stock during the ten (10) trading days preceding
delivery. In no event shall the Optionee be entitled to receive more than the
total number of Option Shares granted hereunder.

2.4 STOCK CERTIFICATES. Promptly after any exercise in whole or in part of the
Options by Optionee, the Trust or Trusts subject to such exercise shall deliver
to Optionee a certificate or certificates for the number of Shares with respect
to which the Options were so exercised, registered in Optionee's name. In lieu
thereof, if the certificates for the Shares are held in escrow, they shall be
delivered to Optionee by the escrow agent or comparable party. The certificates
for the Shares shall bear a legend referring to the restrictions set forth in
this Agreement and that the Shares are subject to the Option and Proxy set forth
in this Agreement..

SECTION 3
TRANSFERABILITY

3.1 NO RESTRICTION. The Options are transferable by Optionee.

SECTION 4
IRREVOCABLE PROXY; NO OTHER RIGHTS AS SHAREHOLDER
PRIOR TO EXERCISE

4.1 Each Trust, being a holder of Shares of Common Stock of the Company, does
hereby constitute and appoint Optionee, with full power of substitution, the
true and lawful attorney and proxy of such Trust for it and in its name, place
and stead, to attend and to vote as the proxy of such Trust, at any and all
meetings of shareholders of the Company or any adjournments thereof, all of the
Common Stock eligible to vote which are held of record or beneficially, by such
Trust, on any and all matters, proposals and questions, that may be lawfully
considered there, and to execute any written consents of Shareholder which may
be solicited as fully and with the same number of votes and with the same effect
as such Trust could do if personally present thereat or if personally solicited

to execute such written consents. Each Trust hereby revokes all proxies
heretofore made by it. Each Trust hereby ratifies all that the Optionee may or
shall lawfully do in voting the Common Stock in accordance herewith at any such
meeting or adjournment in respect of all matters, proposals and questions that
may properly come before the shareholders for consideration and action. Each
Trust acknowledges that this proxy is coupled with an interest and is
irrevocable with respect to all Common Stock owned by such Trust for the term
set forth in the forms of proxy attached hereto. The Xxxx Trust shall execute
and deliver the form of irrevocable proxy attached hereto as Schedule B-1
simultaneously with the execution of this Agreement. The Xxxxx Trust shall
execute and deliver the form of irrevocable proxy attached hereto as Schedules
B-2 and B-3 simultaneously with the execution of this Agreement. The Xxxxx Trust
shall execute and deliver the form of irrevocable proxy attached hereto as
Schedule B-4 simultaneously with the execution of this Agreement. The Xxxxxxxx
Trust shall execute and deliver the form of irrevocable proxy attached hereto as
Schedule B-5 and B-6 simultaneously with the execution of this Agreement.

4.2 Except for the irrevocable proxy set forth in section 4.1, Optionee shall
not be deemed for any purpose to be a shareholder of Company with respect to any
shares subject to the Options under this Agreement to which the Options shall
not have been exercised.

SECTION 5
ADJUSTMENTS

5.1 NO EFFECT ON CHANGES IN COMPANY'S CAPITAL STRUCTURE. The existence of the
Options shall not affect in any way the right or power of the Company or its
shareholders to make or authorize any adjustments, recapitalization,
reorganization, or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or preference stocks ahead of or affecting the Option
Shares, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

5.2 ADJUSTMENT TO OPTION SHARES. The Option Shares are subject to adjustment
upon recapitalization, reclassification, consolidation, merger, reorganization,
stock dividend, reverse or forward stock split and the like. If the Company
shall be reorganized, consolidated or merged with another Company, Optionee
shall be entitled to receive upon the exercise of the Option the same number and
kind of shares of stock or the same amount of property, cash or securities as
Optionee would have been entitled to receive upon the happening of any such
corporate event as if Optionee had been, immediately prior to such event, the
holder of the number of Shares covered by the Option. If the Company shall
declare any dividend or distribution after the date of execution of this
Agreement, the Trust or Trusts whose Shares are subject to the Option shall
deliver such dividend or distribution to the Optionee along with the certificate
for such shares when the Option is exercised.

SECTION 6
MISCELLANEOUS PROVISIONS

6.1 DISPUTES; CONSENT TO JURISDICTION. All of the parties hereto hereby consent
to the jurisdiction of the Federal and State courts located in New York, NY, in
any proceeding arising out of or in connection with this Agreement. The Trusts
each waive any objection to such proceeding based on venue or forum non
conveniens. The Optionee and the Trusts each waive personal service of any and
all process upon them and consent that all such service may be made by certified
mail (return receipt requested) directed to them as provided in section 6.2.

6.2 NOTICES. Any notice that a party may be required or permitted to give to the
other shall be in writing, and may be delivered personally, by overnight courier
or by certified or registered mail, postage prepaid, addressed to the parties at
their current principal addresses, or such other address as either party, by
notice to the other, may designate in writing from time to time.

6.3 LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

6.4 TITLES AND CAPTIONS. All section titles or captions contained in this
Agreement are for convenience only and shall not be deemed part of the context
nor effect the interpretation of this Agreement.

6.5 ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties and supersedes any prior understandings and agreements between them
respecting the subject matter of this Agreement.

6.6 AGREEMENT BINDING. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.

6.7 PRONOUNS AND PLURALS. All pronouns and any variations thereof shall be
deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.

6.8 FURTHER ACTION. The parties hereto shall execute and deliver all documents,
provide all information and take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of the Agreement.

6.9 PARTIES IN INTEREST. Nothing herein shall be construed to be to the benefit
of any third party, nor is it intended that any provision shall be for the
benefit of any third party.

6.10 SAVINGS CLAUSE. If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.

6.11 COUNTERPARTS. This Agreement may be exercised in two or more counterparts,
all of which taken together shall be treated as one and the same agreement.

6.12 EFFECTIVE DATE; RELEASE OF AGREEMENT. This Agreement shall become
effective, and will be released to the Optionee and the Trusts, on the same date
that the Company receives not less than one million dollars ($1,000,000) in debt
financing.

[Signatures on Next Page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.

ALTOS BANCORP, INC.

By: _____________________________
Xxxxxx Xxxxxxx, CEO

Xxxx X. XxXxxx, trustee for the
Xxxx X. XxXxxx Revocable Trust dated March 17, 1998

By: _____________________________
Xxxx X. XxXxxx

Xxxxx X. XxXxxx, trustee for the
Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998

By: _____________________________
Xxxxx X. XxXxxx

Xxxxx X. Xxxxxxx, trustee for the
Xxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000

By: _____________________________
Xxxxx X. Xxxxxxx

Xxxxxxxx X. Xxxxxxx, trustee for the
Xxxxxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000

By: _____________________________
Xxxxxxxx X. Xxxxxxx

EXHIBIT A

HY-TECH TECHNOLOGIES GROUP, INC. (the "Company")

NOTICE OF EXERCISE OF STOCK OPTION

The undersigned hereby exercises the Stock Option granted by _________________
(insert name of Trust) and seeks to purchase ____________________ shares of
Common Stock of the Company pursuant to said Option. The undersigned understands
that this exercise is subject to all the terms and provisions of the Stock
Option and Irrevocable Proxy Agreement dated as of April __,, 2003.

Enclosed is a check in the sum of US $_____________________ in payment for such
shares.

-----------------------------------------------------
Signature of Optionee

Date:
----------------------------------------------

SCHEDULE A

The following calculation is upon the assumption that as of the date of the
execution of this contract, HYTT has approximately 27 million shares outstanding
on a fully-diluted basis (assuming the certificate to Mercatus for 13,888,889
shares will be cancelled).

Shares by McNear, Conklin, and affiliates subject to option (10,000,000 shares)
and irrevocable proxy (15,838,448):

Shares Subject Shares
To Option Subject to
Proxy*

Xxxx X. XxXxxx, trustee for the
Xxxx X. XxXxxx Revocable Trust dated March 17, 1998 3,959,612 3,959,612

Xxxxx X. XxXxxx, trustee for the
Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998 1,040,388 3,959,612

Xxxxx X. Xxxxxxx, trustee for the
Xxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000 3,959,612 3,959,612

Xxxxxxxx X. Xxxxxxx, trustee for the
Xxxxxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000 1,040,388 3,959,612
---------- ---------

Total 10,000,000 15,838,444

* The proxy will be irrevocable for (a) the term of the option with respect to
shares that are subject to the option and (b) six (6) months with respect to
shares that are not subject to the option.

SCHEDULE B-1

IRREVOCABLE PROXY
EXECUTED April __, 2003

THE UNDERSIGNED SHAREHOLDER ("Shareholder"), being a holder of shares
of common stock (the "Common Stock") of Hy-Tech Technologies Group, Inc. (the
"Company"), does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful attorney and proxy of Shareholder for it and in its name,
place and stead, with full power of substitution, to attend and to vote as the
proxy of Shareholder, at any and all meetings of shareholders of the Company or
any adjournments thereof, three million nine hundred fifty nine thousand six
hundred and twelve (3,959,612) shares of the Common Stock eligible to vote which
are held of record or beneficially by Shareholder, for the period ending on the
later of (a) the date occurring three (3) years from the date of this Proxy or
(b) the date that is three (3) years after the date that this Irrevocable Proxy
is released to the Proxy under the terms of the Advisory Agreement of even date
herewith of which the undersigned is a signatory (the "Term"), on any and all
matters, proposals and questions, that may be lawfully considered there, and to
execute any written consents of Shareholder which may be solicited during the
Term, as fully and with the same number of votes and with the same effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

Shareholder hereby revokes all proxies heretofore made by it.

Shareholder hereby ratifies all that the Proxy may or shall lawfully do
in voting the Common Stock in accordance herewith at any such meeting or
adjournment in respect of all matters, proposals and questions that may properly
come before the shareholders for consideration and action.

Shareholder acknowledges that this proxy is coupled with an interest as
to all of Shareholder's Common Stock that is subject to this Proxy and is
irrevocable for the Term.

Xxxx X. XxXxxx, trustee for the
Xxxx X. XxXxxx Revocable Trust dated March 17, 1998

By:________________________
Xxxx X. XxXxxx

SCHEDULE B-2

IRREVOCABLE PROXY
EXECUTED April __, 2003

THE UNDERSIGNED SHAREHOLDER ("Shareholder"), being a holder of shares
of common stock (the "Common Stock") of Hy-Tech Technologies Group, Inc. (the
"Company"), does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful attorney and proxy of Shareholder for it and in its name,
place and stead, with full power of substitution, to attend and to vote as the
proxy of Shareholder, at any and all meetings of shareholders of the Company or
any adjournments thereof, one million forty thousand three hundred eighty eight
(1,040,388) shares of the Common Stock eligible to vote which are held of record
or beneficially by Shareholder, for the period ending on the later of (a) the
date occurring three (3) years from the date of this Proxy or (b) the date that
is three (3) years after the date that this Irrevocable Proxy is released to the
Proxy under the terms of the Advisory Agreement of even date herewith of which
the undersigned is a signatory (the "Term"), on any and all matters, proposals
and questions, that may be lawfully considered there, and to execute any written
consents of Shareholder which may be solicited during the Term, as fully and
with the same number of votes and with the same effect as Shareholder could do
if personally present thereat or if personally solicited to execute such written
consents.

Shareholder hereby revokes all proxies heretofore made by it.

Shareholder acknowledges that this proxy is coupled with an interest as
to all of Shareholder's Common Stock that is subject to this Proxy and is
irrevocable for the Term.

Xxxxx X. XxXxxx, trustee for the
Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998

By:________________________
Xxxxx X. XxXxxx

SCHEDULE B-3

IRREVOCABLE PROXY
EXECUTED April __, 2003

THE UNDERSIGNED SHAREHOLDER ("Shareholder"), being a holder of shares
of common stock (the "Common Stock") of Hy-Tech Technologies Group, Inc. (the
"Company"), does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful attorney and proxy of Shareholder for it and in its name,
place and stead, with full power of substitution, to attend and to vote as the
proxy of Shareholder, at any and all meetings of shareholders of the Company or
any adjournments thereof, two million nine hundred nineteen thousand two hundred
twenty four (2,919,224) shares of the Common Stock eligible to vote which are
held of record or beneficially by Shareholder, for the period ending on the
later of (a) the date occurring six (6) months from the date of this Proxy or
(b) the date that is six (6) months after the date that this Irrevocable Proxy
is released to the Proxy under the terms of the Advisory Agreement of even date
herewith of which the undersigned is a signatory (the "Term"), on any and all
matters, proposals and questions, that may be lawfully considered there, and to
execute any written consents of Shareholder which may be solicited during the
Term, as fully and with the same number of votes and with the same effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

Shareholder hereby revokes all proxies heretofore made by it.

Shareholder acknowledges that this proxy is coupled with an interest as
to all of Shareholder's Common Stock that is subject to this Proxy and is
irrevocable for the Term.

Xxxxx X. XxXxxx, trustee for the
Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998

By:________________________
Xxxxx X. XxXxxx

SCHEDULE B-4

IRREVOCABLE PROXY
EXECUTED April __, 2003

Shareholder hereby revokes all proxies heretofore made by it.

Shareholder acknowledges that this proxy is coupled with an interest as
to all of Shareholder's Common Stock that is subject to this Proxy and is
irrevocable for the Term.

Xxxxx X. Xxxxxxx, trustee for the
Xxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000

By:________________________
Xxxxx X. Xxxxxxx

SCHEDULE B-5

IRREVOCABLE PROXY
EXECUTED April __, 2003

THE UNDERSIGNED SHAREHOLDER ("Shareholder"), being a holder of shares
of common stock (the "Common Stock") of Hy-Tech Technologies Group, Inc. (the
"Company"), does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful attorney and proxy of Shareholder for it and in its name,
place and stead, with full power of substitution, to attend and to vote as the
proxy of Shareholder, at any and all meetings of shareholders of the Company or
any adjournments thereof, one million forty thousand three hundred eighty eight
(1,040,388) shares of the Common Stock eligible to vote which are held of record
or beneficially by Shareholder, for the period ending on the later of (a) the
date occurring three (3) years from the date of this Proxy or (b) the date that
is three (3) years after the date that this Irrevocable Proxy is released to the
Proxy under the terms of the Advisory Agreement of even date herewith of which
the undersigned is a signatory (the "Term"), on any and all matters, proposals
and questions, that may be lawfully considered there, and to execute any written
consents of Shareholder which may be solicited during the Term, as fully and
with the same number of votes and with the same effect as Shareholder could do
if personally present thereat or if personally solicited to execute such written
consents.

Shareholder hereby revokes all proxies heretofore made by it.

Shareholder acknowledges that this proxy is coupled with an interest as
to all of Shareholder's Common Stock that is subject to this Proxy and is
irrevocable for the Term.

Xxxxxxxx X. Xxxxxxx, trustee for the
Xxxxxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000

By:________________________
Xxxxxxxx X. Xxxxxxx

SCHEDULE B-6

IRREVOCABLE PROXY
EXECUTED April __, 2003

THE UNDERSIGNED SHAREHOLDER ("Shareholder"), being a holder of shares
of common stock (the "Common Stock") of Hy-Tech Technologies Group, Inc. (the
"Company"), does hereby constitute and appoint Altos Bancorp Inc. (the "Proxy")
the true and lawful attorney and proxy of Shareholder for it and in its name,
place and stead, with full power of substitution, to attend and to vote as the
proxy of Shareholder, at any and all meetings of shareholders of the Company or
any adjournments thereof, two million nine hundred nineteen thousand two hundred
twenty four (2,919,224) shares of the Common Stock eligible to vote which are
held of record or beneficially by Shareholder, for the period ending on the
later of (a) the date occurring six (6) months from the date of this Proxy or
(b) the date that is six (6) months after the date that this Irrevocable Proxy
is released to the Proxy under the terms of the Advisory Agreement of even date
herewith of which the undersigned is a signatory (the "Term"), on any and all
matters, proposals and questions, that may be lawfully considered there, and to
execute any written consents of Shareholder which may be solicited during the
Term, as fully and with the same number of votes and with the same effect as
Shareholder could do if personally present thereat or if personally solicited to
execute such written consents.

Shareholder hereby revokes all proxies heretofore made by it.

Shareholder acknowledges that this proxy is coupled with an interest as
to all of Shareholder's Common Stock that is subject to this Proxy and is
irrevocable for the Term.

Xxxxxxxx X. Xxxxxxx, trustee for the
Xxxxxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000

By:________________________

Xxxxxxxx X. Xxxxxxx

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