Filed by Automated Filing Services Inc. (604) 609-0244 - Blue Earth Refineries Inc.






BLUE EARTH REFINERIES INC.

TERM SHEET

	Background: 	Blue Earth Refineries (BER) wishes to sell their
      entire participation in 36569 Yukon Inc. and First Equity Securities (FES)
      wishes to purchase such participation. 
	 
    	  
		Blue Earth Refineries Holding in 36569 Yukon Inc.
      consist of the following items: 
	 
    	  
	  	Nom.Euro 4’242’000 Income Debenture (incl. unpaid
      interest) 
	 
    	  
	  	Nom.CAD 2’142’104 Credit Facility (incl. unpaid
      interest) 
	 
    	  
		49.2% Equity Investment in 36569 Yukon Inc. 
	  	Purchase and Sale Agreement: 
	Seller: 	Blue Earth Refineries Inc., 8th Floor, Dina House,
      Ruttonjee Centre, 11 Duddell Street, Hong Kong SAR, China. 
	 
    	  
	Buyer: 	First Equity Securities AG, Bleicherweg 66, 8002
      Zqrich Switzerland 
	 
    	  
	Purchase price: 	USD 2’700’000 – Payment in Kind. 
	 
    	  
	Payment in Kind of 	USD 1’350’000 by delivery of units representing
      this value in: 
	purchase price 	  
	consisting of: 	FE Global Undervalued Investments Ltd., BVI 

      Swiss Security Number 847.739. 
	 
    	  
	  	USD 1’350’000 by delivery of units representing
      this value in: 
	 
    	  
		Global Convertible Megatrend Ltd.

      Swiss Security Number 336.958. 
	 
    	  
	Sales restrictions
on delivered Funds: 	Blue Earth Refinery is not allowed to redeem above
      funds for a period of 5 years starting with the signature of this term
      sheet. Blue Earth Refinery is allowed to sell the above funds to a third
      party of their choice who will then assume the redemption restriction
      until the 5-year period is over. In case of a sale from BER to another
      party, BER has to notify FES in advance of such a move in writing. 
	 
    	  
	Representation: 	Besides the sales restrictions Blue Earth will have
      the same rights as all other unit owners in the received FE Global and
      Global Convertible Fund. 
	 
    	  
	Closing Date: 	December 31, 2006 
	 
    	  
	Delivery: 	By signing this agreement the Seller agrees to
      deliver the respective securities before the closing date, debentures and
      credit facility and Equity Investment according to the instruction
      received from FES. The Buyer FES will deliver the Funds to the Seller upon
      completion of the NAV for December 31, 2006 according to the instruction
      received from the Seller. 
	 
    	  
	Jurisdiction: 	This transaction will be subject to the laws of
      Switzerland. 
	 	 



	               
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
       1 
	Kasernenstrasse 1 
	9100 Herisau 
	Switzerland 
	CW1008850.1 







	Non-Disclosure: 	The existence of this proposal and the discussions
      occurring are strictly confidential, and are not to be disclosed to any
      third party without the prior written consent of the other party except
      where the law requires a respective communication or filing. 
	 	 


We hereby acknowledge and agree to the terms and conditions
outlined in the above Term Sheet subject to final purchase contract
approval.

Dated at Zurich the 30th day of November, 2006.


	/s/Signed	 
		 



First Equity Securities Investment Advisor of:

GLOBAL CONVERTIBLE MEGATREND & 

  FE GLOBAL UNDERVALUED INVESTMENT LTD

Dated at Hong Kong the 30th day of November, 2006

	/s/Michael J. Smith 	 
	Blue Earth Refinery 	 



	               
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
                         
       2 
	Kasernenstrasse 1 
	9100 Herisau 
	Switzerland 
	CW1008850.1