ex10_1.htm


     AMENDMENT
TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY 

     

     This
Amendment to Agreement for Purchase and Sale of Real Property entered into as of
February 23, 2009 by and between Blue Earth Solutions Georgia, Inc., a Georgia
Corporation, a wholly owned subsidiary of Blue Earth Solutions, Inc., a Nevada
Corporation ("Purchaser") and Stanley Konter, Rose Konter, Natalie Sarnat,
Jonathan Sarnat, Elissa Konter & Harris Konter. ("Seller"); 

     

    WITNESSETH:

     

     WHEREAS, Seller and Purchaser
entered into that certain Purchase and Sale Agreement, effectively dated January
I11,2009 (the "Contract"); 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,
Purchaser 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 March 31 ,
      2009. 

            


    

     

    
      	
               2.   

            	
              Purchase
      Price : The Purchase Price payable at Closing shall be increased
      by Five Thousand Dollars ($5,000.00) to One Million Two Hundred
      Seventy-Five Thousand Dollars
  ($1,275,000.00). 

            


    

     

    
      	
               3.   

            	
              Earnest
      Money : Both Seller and Purchaser agree and recognize that Five
      Thousand Dollars ($5,000.00) of the Twenty-Five Thousand Dollars
      ($25,000.00) of Eames! Money being held in escrow by The Anderson Firm
      ("Escrow Agent”) shall be disbursed to the Seller on March 31, 2009 in the
      event that the transaction has not Closed by the end of business that day
      and the Seller has performed all of its obligations under the Contract. If
      both parties mutually agree to extend the Closing date beyond March 31,
      2009 then the amount disbursed to the Seller shall be applied towards the
      Purchase Price at Closing. 

            


    

     

    
      	
               4.   

            	
               All
      other terms and conditions as set fOl1h in the Agreement shall remain in
      full force and effect. 

            


    

     

    
      	
               5.   

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

            


    

     

    
      	
               6.   

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

            


    

     

     IN
WITNESS WHEREOF, the parties have executed this Amendment to Purchase and Sale
Agreement as of the dates set forth below their respective
signatures. 

     

     (Signatures
on page 2) 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                 PURCHASER:
      Blue Earth Solutions, Inc. 

                 a
      Georgia Corporation 

              
	
                 By:
      /s/ James Cohen
      Jr. 

              
	
                 Name:
      James Cohen Jr. 

              
	
                 Title:
      President 

              
	  
      
	
                 Date
      Executed: 

              
	  
      
	
                 SELLER, 

                 Stanley
      Konter 

              
	
                 By:
      /s/ Stanley
      Koner 

              
	
                 Date
      Executed: 2/23/09 

              
	  
      
	
                 Rose
      Konter 

              
	
                 By:
      /s/ Rose
      Konter 

              
	
                 Date
      Executed: 2/23/09 

              
	  
      
	
                 Jonathan
      Sarnat 

              
	
                 By:
      /s/ Jonathan
      Sarnat 

              
	
                 Date
      Executed: 2/27/09 

              
	  
      
	
                 Natalie
      Sarnat 

              
	
                 By:
      /s/ Natalie
      Sarnat 

              
	
                 Date
      Executed: 2/27/09 

              
	  
      
	
                 Elissa
      Sarnat 

              
	
                 By:
      /s/ Elissa
      Sarnat 

              
	
                 Date
      Executed: 2/25/09 

              
	  
      
	
                 Harris
      Konter 

              
	
                 By:
      /s/ Harris
      Konter 

              
	
                 Date
      Executed:
2/25/09