f8k111208ex10i_greenenergy.htm


     

    LETTER
OF INTENT

     

    Between

    GREEN
ENERGY LIVE, INC.

    And

    JEFFERY
PECK

     

    CONCERNING

    STOCK
PURCHASE ACQUISTION AGREEMENT OF PECK ELECTRIC, INC. BY GREEN

    ENERGY
LIVE, INC.

      
        

      

    

     

    This
Letter of intent is made this 12th day of November 2008 between Green Energy
Live, Inc. ("GELV") and Jeffery Peck (together the "Sole Owner"), sole
shareholder of Peck Electric, Inc. ("PEI").

     

    RECITALS

     

    WHEREAS,
Sole Owner have indicated their intention to sell their ownership interests of
Contemplated Sale Items;

     

    WHEREAS,
GELV have indicated their intention to purchase the Contemplated Sale
Items;

     

    NOW,
THEREFORE, in consideration of furthering their respective business interests,
GELV and Sole Owner do hereby agree as follows, with the intention that this
Letter of Intent will be binding and be implemented under the contemplated terms
of a Definitive Agreements ("Definitive Agreements"), see attached Exhibit
A.

     

    This is a
letter of intent and the final terms of the agreement may change as to suit the
findings of the due diligence, but be in the spirit of the forthcoming
items:

     

    
      	
               
      1.  

            	
              The Intentions proposed in this
      Letter of Intent and Definitive Agreements may change. As the due
      diligence process continues, both parties may desire cohesively to change
      the intentions of the transaction. Both parties may do so upon written
      consent of all parties.

            


    

     

    
      	
              a.  

            	
              Cooperation in Due Diligence.
      Sole
      Owner shall cooperate in the due diligence of the Contemplated Sale
      Items and shall provide all the necessary paperwork to prove
      their  ownership of the
      Contemplated Sale Items.

            


    

     

    
      	
              b.  

            	
              Audits. If GELV is
      unsatisfied with the status of PEI after the Audit of PEI is complete,
      GELV may terminate this Letter of Intent.

            
	 	 
	c.  	Timeline:


    

     

    
      	
              i.  

            	
              December 2008 Filing:
      GEL files additional shares with the Securities and Exchange
      Commission ("SEC"). See Section 4 of this Letter of
  Intent.

            


    

     

    
      	
              ii.  

            	
              Effective Registration 30 to 90
      Days after Filing: Waiting for Approval from SEC for approval of
      registration of additional shares.

            


    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
               
      iii.    

            	
              60 Days from Effective
      Registration: Approximately 60 days after Effective Registration,
      GELV shall make the first payment of Total Purchase Price under the Note,
      See Section 3 of this Letter.

            


    

     

    
      	
              2. 

            	
              Contemplated Sale Items.
      a. Sole Ownership in Peck Electric, Inc.

            
	 	 


    

    
      	
              3.  

            	
              Contemplated Total Estimated
      Purchase Price in Securities and/or Monies. The contemplated
      purchase price is Five Million Dollars ($5,000,000) ("Total Purchase
      Price"). It is contemplated that a Promissory Note ("Note") will be used
      for this purchase.

            


    

     

    
      	
              4.  

            	
              Conditions for Purchase of
      Contemplated Sale Items. Sole Owner agrees and represents their
      understanding that the Definitive Agreements are dependent upon PEI
      completing a PCAOB certified financial audit, paid for and handled by
      GELV, and a GELV successful registration of an additional 20,000,000 GELV
      common shares with the Securities and Exchange Commission
      ("SEC").

            


    

     

    
      	
              5.  

            	
              Formation. PEI shall be
      acquired by GELV through a reverse triangular merger. PEI shall be merged
      into a subsidiary of GELV, The subsidiary shall be called "GELV Cloud I,
      Inc." PEI shall be the surviving company. Owner Interests in PEI shall be
      transferred to GELV. Sole Owner shall be paid the Purchase
      Price.

            


    

     

    
      	
              6.  

            	
              Outside Consultant and Audit
      Costs. Each party shall pay for their own consultant/counsel. GELV
      shall pay for the Audit costs.

            


    

     

    
      	
              7.  

            	
              Non-Disclosure of Terms and
      other Discovered Information. No party shall disclose any and all
      material information to third parties without the other party's approval.
      Seller shall not engage other potential purchasers once the Audit
      procedure has started.

            


    

     

    IN
WITNESS WHEREOF, intending to be bound, the parties do hereby execute this
Letter of Intent.

     

    
      	
              "Sole Owner"

              Jeffery Peck

            	 	      
              "Buyer"

              Green
      Energy Live, Inc.

            	 
	 	 	 	 
	/s/Jeffery
      Peck	11/12/08	/s/Karen
      Clark	11/13/08
	Jeffery
    Peck	Date	
              Karen
      Clark

              President

            	Date