ex10_1.htm


    THIRD
AMENDMENT TO PURCHASE AGREEMENT

     

    


     

    This THIRD Amendment to Purchase
Agreement (“Third Amendment”) entered into as of April 29, 2009 by and between
BLUE EARTH SOLUTIONS TENNESSEE Inc., a Tennessee corporation (“Purchaser”) and
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA,  a New York
corporation, successor by merger to Berkshire Life Insurance Company, a
Massachusetts corporation (“Seller”)

     

    W I T N E S S E T
H

     

    WHEREAS, Seller and Purchaser
entered into that certain Purchase and Sale Agreement, effectively dated January
8, 2009 (the “Contract”) and extended the Contract pursuant to an Amendment to
Purchase Agreement entered into as of February 12, 2009 (the “First Amendment”)
and a Second Amendment to Purchase Agreement entered into as of March 25, 2009
(the “Second Amendment”); and

     

    WHEREAS, Purchaser and Seller
desire to continue with the Contract subject to the changes thereto hereinafter
set forth:

     

    NOW, THEREFORE,  for
and in consideration of the premises hereof and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Purchase and Seller do hereby covenant, stipulate and agree as
follows:

     

    
      	
              1.  

            	
              Closing Date:
      Seller and Purchaser agree and recognize that the Closing date for this
      transaction shall be on or before May 31,
2009.

            


    

     

    
      	
              2.  

            	
              All
      other terms and conditions as set forth in the Agreement shall remain in
      full force and effect.

            


    

     

    
      	
              3.  

            	
              This
      Third Amendment may be executed in multiple counterparts, each of which
      shall be deemed an original.

            


    

     

    
      	
              4.  

            	
              The
      Agreement, as modified herein, is hereby ratified and confirmed by the
      parties as binding upon each of them and enforceable against them in
      accordance with its terms and
conditions.

            


    

     

     

            
IN WITNESS WHEREOF, the parties have executed this Amendment to Purchase
and Sale Agreement as of the date set forth above.

     

    
      	 
      	
              PURCHASER:

            
	 
      	 
      
	 
      	
              BLUE
      EARTH SOLUTIONS TENNESSEE INC., a Tennessee corporation

            
	 
      	 
      
	 
      	
              By:       /s/James Cohen,
  Jr.

            
	 
      	
              Name:  James
      Cohen, Jr.

            
	 
      	
              Title:   
      President

            
	 
      	 
      
	 
      	
              SELLER:

            
	 
      	 
      
	 
      	
              THE
      GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York corporation,
      successor by merger to Berkshire Life Insurance Company, a Massachusetts
      corporation

            
	 
      	 
      
	 
      	
              By:      
      /s/Robert
      LoCascio

            
	 
      	
              Name:  Robert
      LoCascio

            
	 
      	
              Title:   
      Senior Director Real Estate
Investments