fs82010ex4i_greenenergy.htm


    Exhibit 4.1


     

     

    February
2, 2010

    


    Ms. Karen
Clark, CEO

    Green
Energy Live, Inc.

    1740 44th
Street, Suite 5-230

    Wyoming,
MI  49519-6443

    


     

    
      	
               
      

            	
              Re:

            	
              Agreement between A.
      Joseph Cordi and Green Energy Live, Inc. -
  AMENDED

            


    

    


    Ms.
Clark:

    


    I am
pleased to submit this agreement (the “Agreement”) to you setting forth the
terms and conditions whereby I will assist Green Energy Live, Inc. (together
with any affiliates of Green Energy Live, the “Company”) in seeking one or more
persons, entities or groups interested in selling their business, which
transaction may be consummated through a sale of substantially all of their
assets and/or securities to the Company (the “Transaction”).  The term
“Transaction” as used in this Agreement expressly includes, among other things,
everything paid or payable by a person or group to the Company that has been
introduced by me.  The term “Transaction” as used in this Agreement
expressly excludes the offer or sale of securities in a capital raising
transaction.

    


    I.           Services
To Be Provided

    


    I will
endeavor, on a best-efforts basis, to obtain one or more commitments
(individually a “Commitment” or collectively the “Commitments”) for the
Transaction from one or more persons, entities or groups (the
“Candidates”).  I understand that this is a non-exclusive engagement
with the Company and the Company may consummate a Transaction through other
agents or representatives whereby I may not receive any compensation. The major
terms of the Transaction that I will seek to obtain will be determined by the
Company.

    


    
      	
              II.

            	
              Terms
      and Conditions

            


    

    


    
      	
               
      

            	
              A.

            	
              Authority.  The
      Company represents and warrants that the Company is in all respects
      qualified and authorized to accept the Commitments being arranged by me. I
      am not responsible for the qualifications of the Company, the vesting or
      quality of title or any other matters affecting the consummation of the
      Transaction.

            


    

     

    
      	
               
      

            	
              B.

            	
              Performance of
      Services.  The Company and I expressly agree and
      understand that my services in seeking to consummate the Transaction are
      fully performed at the time the Company accepts or otherwise enters into a
      Commitment.

            


    

    


    
      	
               
      

            	
              C.

            	
              Commitments.  If
      the Company does not accept a Commitment during the term of this
      Agreement, at the expiration of the term of this Agreement I shall present
      to the Company a list of Candidates with whom I have had contact with
      respect to the Transaction on behalf of the Company.  Should the
      Company accept and close any Commitment from any Candidate (i) registered
      with the Company by me or (ii) with whom the Company had contact during
      the period of my engagement within twenty four (24) months from the
      expiration date of the Agreement, the Company and I expressly agree and
      understand that I have performed my services and am entitled to
      compensation as provided herein.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      February
2, 2010 - amended

      Page
2



    
      	
               
      

            	
              D.

            	
              Information.  The
      Company represents and warrants that any information (a) made
      available to me by the Company or any Candidate or (b) contained in any
      documents provided to me will, at all times during the period of the
      engagement of me hereunder, be complete and correct in all material
      respects and will not contain any untrue statement of a material fact or
      omit to state a material fact necessary in order to make the statements
      therein not misleading in the light of the circumstances under which such
      statements are made.  The Company further represents and
      warrants that any projections provided to me or contained in any documents
      provided to me will have been prepared in good faith and will be based on
      assumptions that, in light of the circumstances under which they are made,
      are reasonable.  The Company acknowledges and agrees that, in
      rendering its services hereunder, I will be using and relying on such
      information (and additional information available from public or other
      sources) without independent verification, that I will not assume
      responsibility for the accuracy or completeness of such information
      (included in any documents provided to me or otherwise), and that I will
      not undertake to make an independent appraisal of any of the assets and/or
      securities of the Company or any of its subsidiaries or the Candidate or
      any of its subsidiaries.

            


    

    


    
      	
               
      

            	
              E.

            	
              Company
      Indemnification. The Company hereby
      agrees to indemnify and hold me harmless against any and all loss,
      liability, claim, damage and expense whatsoever (including reasonable
      attorneys’ and accountants’ fees and including the costs of investigating
      any event) arising out of or based upon a breach by the Company of any
      warranty, representation or agreement in this
  Agreement.

            


    

    


    


    
      	
              III.

            	
              Compensation/Payment
      For Services

            


    

    


    As
compensation for my services, the Company will pay, or cause to be paid: (i)
3,000,000 shares of the Company’s common stock to be issued upon signing; and (ii) 500,000 shares of the
Company’s common stock to be issued on each monthly anniversary of this
Agreement for a period of six months from the date hereof for a total of
3,000,000 shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      February
2, 2010 - amended

      Page
3

    

     

    IV.           Miscellaneous

    


    
      	
               
      

            	
              A.

            	
              Term.  This
      Agreement will become effective on the date of its acceptance by the
      Company (the “Effective Date”) and will continue thereafter for a period
      of twelve (12) months.    It is expressly agreed that
      the provisions of paragraphs II-C, II-E, III-A, III-B, IV-B and IV-F of
      this Agreement shall survive any expiration or termination of this
      Agreement.

            


    

    


    
      	
               
      

            	
              B.

            	
              Confidentiality.  Except
      as contemplated by the terms hereof or as required by applicable law, I
      shall keep confidential all material non-public information provided to it
      by the Company, and shall not disclose such information to any third
      party, other than such of its employees and advisors as I determine to
      have a need to know and except as otherwise required by law or legal
      process.  Any documents and any other information or data about
      the Company, its subsidiaries, or their assets will only be made available
      to a potential investor on the execution of a confidentiality agreement
      prepared by me and acceptable to the
Company.

            


    

    


    
      	
               
      

            	
              C.

            	
              Nature of
      Engagement.  I am being retained to serve as an
      independent contractor to the Company, and the engagement of me shall not
      be deemed to be on behalf of and is not intended to confer rights or
      benefits on any shareholder or creditor of the Company or its subsidiaries
      or on any other person.  Unless expressly agreed to in writing
      by me, no one other than the Company is authorized to rely on this
      engagement of me or any statements, conduct or advice of me.  No
      option or advice of me shall be used for any other purpose or reproduced,
      disseminated, quoted, or referred to at any time, in any manner or for any
      purpose, nor shall any public or other references to me (or to such
      opinions or advice) be made without my express prior written consent,
      which consent may be unreasonably
withheld.

            


    

    


    
      	
               
      

            	
              D.

            	
              Parties.  This
      Agreement shall be binding on the
parties.

            


    

    


    
      	
               
      

            	
              E.

            	
              Modifications and
      Amendments.  This Agreement represents the entire
      understanding between the Company and me with respect to the Transaction,
      and all prior discussions are merged herein.  It is understood
      that my obligations under this Agreement are to use its best efforts
      throughout the period for which it acts as the Company’s agent as
      described herein.  My engagement is not intended to provide the
      Company or any other person or entity with any assurances that any
      transaction will be consummated.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      February
2, 2010 - amended

      Page
4



    
      	
               
      

            	
              F.

            	
              Arbitration.  Any
      dispute related to this Agreement, any transaction contemplated hereby, or
      any other matter contemplated hereby shall be settled by arbitration in
      the State of Hawaii, in accordance with the commercial arbitration rules
      then in effect of the American Arbitration Association, before a panel of
      three arbitrators.  Any award entered by the arbitrators shall
      be final, binding, and nonappealable, and judgment may be entered thereon
      by any party in accordance with applicable law in any court of competent
      jurisdiction.  This arbitration provision shall be specifically
      enforceable.

            


    

    


    
      	
               
      

            	
              G.

            	
              Amendments.  This
      Agreement may not be amended or modified except pursuant to a writing
      signed by all parties and shall be governed by and construed in accordance
      with the laws of the State of
Hawaii.

            


    

    


    
      	
               
      

            	
              H.

            	
              This
      agreement was amended on February 2, 2010 and replaces any previous signed
      versions of this agreement.  The amendment to this agreement
      includes the following clause:  “This agreement may be canceled
      by either party with 30 days written notice to the other party, for any
      reason.  If either party cancels this contract, then any unpaid
      compensation is also canceled at the same
time”.

            


    

    


    [signature
page to follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
      

      
        February
2, 2010 - amended

        Page
5


      

    

     

    If the
foregoing correctly sets forth the entire understanding and agreement between me
and the Company, please affix your signature below and return an executed copy
to us at your earliest convenience, whereupon this letter shall constitute a
binding agreement between us as of the date first above written and amended on
February 2, 2010.

    


     

    
      	 	 /s/ A. Joseph
      Cordi	 
	 	 A. Joseph
      Cordi	 
	 	 	 
	 AGREED:	 	 
	 	 	 
	 GREEN ENERGY
      LIVE, INC.	 	 


    

    
 

    By:/s/ Karen
Clark                      

    President/CEO