Exhibit 10.12


FIRST AMENDMENT TO THE REPRESENTATION
SERVICES AGREEMENT

AND

AMENDMENT TO THE FOUNDERS AGREEMENT


          The
Representation Services Agreement (the
“Agreement”) dated July 1, 2007 set forth between Marketiquette, Inc.
(“ME”) having a place of business at 1208 Celebration Avenue, Celebration,
FLA 34747 and Green Earth Technologies, Inc. (“GET”) having a place
of business at 3 Stamford Landing, Stamford, CT 06902 is hereby amended
by this First Amendment as set forth below as of September 1, 2008 (the
“Effective Date”). 


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Subsections 2(a) and 2(b) of the Representation Services Agreement
 dated as of July 1,2007 is hereby deleted in its entirety and replaced
 with the following amendment:

 
	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Commencing on the Effective Date, GET shall pay ME sales commissions
 on annual net sales (for the period July 1 to June 30) on GET Products
 secured by ME and collected by GET of:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
      10% of net sales for the first
 $10,000,000;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
      9% of net sales greater than
 $10,000,000 but less than $30,000,000;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iii.

 	
      8% of net sales greater than
 $30,000,0000 but less than $50,000,000; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iv.

 	
      7% of net sales greater than
 $50,000,000.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Commissions shall be payable to ME with respect to commissionable net
 sales revenues (gross sales less returns, discounts and allowances) upon
 receipt of payment from GET customers in a calendar month by placement of a
 check in the mail (or electronic funds transfer) no later than the tenth (10th)
 day of the following calendar month. GET shall deliver with such payment a
 report listing all net sales revenues, by customer and purchase order number,
 received by GET during the prior calendar month and showing the calculation
 of the commission being paid.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Commencing on the Effective Date, GET shall pay ME a services fee of
 $540,000 per annum (to be paid in equal monthly installments of $45,000 per
 month) as full and complete remuneration for branding, marketing and sales
 management fees, that includes dedicated sales & marketing executive
 Jeffrey Loch to assume the responsibilities of GET’s Chief Marketing &
 Branding Officer.

 
	
  

 	
  

 
	
 2.

 	
 Pursuant to an Founders
 Agreement dated June 19, 2007, and Amended by the GET Board of Directors
 Resolution dated March 5, 2008: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 GET has issued to
 Marketiquette (“Marketing Agency”) or their designated assignee(s) 8,000,000
 shares of GET Common Stock, par value $0.001 of which 4,000,000 shares has
 already vested.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 With respect to the
 vesting of the remaining 4,000,000 shares of GET Common Stock the following
 vesting will apply:

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 i.

 	
 800,000
 shares immediately following execution of this agreement (GET will instruct
 its stock transfer agent to send a stock certificate to the Marketing Agency
 or their assignee(s) with a tack date of June 30, 2008); 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ii.

 	
 1,600,000
 shares on December 1, 2008, and;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 iii.

 	
 1,600,000
 shares on June 30, 2009.

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 With respect to sales not secured by Marketiquette, GET will pay 1%
 of sales to a maximum commission payment of $100,000 a month for which ME provides
 assistance with closing the sale.
 This may include providing product expertise, specification sheets, labels
 and any other sales support that may be required

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 With respect to
 intellectual property and pursuant to the consideration of common stock
 shares issued in the Founders Agreement dated June 19,
 2007, all advertisements, copy, layouts, scripts,
 commercials, artwork, photographs, designs, or other materials or documents
 prepared, purchased, or furnished by ME on GET’s account that are produced
 and published or broadcast become GET property.

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 This Agreement supersedes all previous agreements between ME and GET,
 whether written or oral, including, but not limited to, the Founders
 Agreement, dated June 19, 2007.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Except as
 amended as set forth above, the Agreement is hereby ratified and confirmed.

 



          IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Effective Date.




	
  

 	
  

 
	
 GREEN EARTH
 TECHNOLOGIES, INC.

 
	
  

 	
  

 
	
 By: 

 	
 /s/ Greg Adams

 
	
  

 	

 


 
	
  

 
	
 Name: Greg Adams

 
	
  

 
	
 Title: Chief Financial Officer

 
	
  

 
	
 MARKETTIQUETTE,
 INC.

 
	
  

 
	
 By: 

 	
 /s/ Carol A. Loch

 
	
  

 	

 


 
	
  

 
	
 Name: Carol A. Loch

 
	
  

 	
  

 
	
 Title: President