Greenlite Ventures Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






	GREENLITE VENTURES INC. 
	Suite 201, 810 Peace Portal Drive 
	Blaine, WA 98230 
	 


March 27, 2012

	TO: 	ADVANTAG AG 
	  	Attention: Raik Oliver Heinzelmann 
	  	Glockengasse 5 
	  	D-47608 Geldern 
	  	Germany 
	  	  
	AND TO: 	RAIK OLIVER HEINZELMANN (the “Principal
      Shareholder”) 


Dear Sirs/Mesdames:

	Re: 	Acquisition by Greenlite Ventures Inc. (“Greenlite”) of
      Advantag AG (“Advantag”) 


This letter of intent confirms the terms upon which Greenlite
proposes to acquire Advantag. The purpose of this letter of intent is to set
forth basic terms and conditions of such a transaction, not to cover all of the
issues related to the transaction. Completion of Greenlite’s acquisition of
Advantag is subject to Greenlite completing due diligence of Advantag,
satisfaction of conditions set out below and the parties entering into a formal
binding agreement.

Except for those provisions of this letter of intent dealing
with non-disclosure, confidentiality of information and exclusive negotiating
rights, the provisions of this letter of intent shall not be read as creating
any binding obligations on Greenlite or Advantag.

	1. 	
      Representations of Advantag and the Principal
      Shareholders. Advantag and the Principal Shareholder have represented
      to Greenlite as follows:

	 	 	 
		(a) 	
      Advantag is a company incorporated under the laws of
      Germany and is in good standing under the laws of its jurisdiction of
      incorporation;

	 	 	 
		(b) 	
      Advantag’s authorized capital consists of 50,000 equity
      shares, with a par value of EUR 1.00 per share, of which 50,000 equity
      shares are issued and outstanding. The board of Advantag has applied to
      increase their capital and have received subscriptions from investors
      totaling EUR 157,200 as of December 31, 2011 (the “Subscribers”). There
      are no other classes of shares or other securities of Advantag outstanding
      and except for the Subscribers, no person has any option or right to
      acquire any unissued shares of Advantag;

	 	 	 
		(c) 	
      The Principal Shareholder holds 50,000 equity shares
      representing 100% of the issued and outstanding equity shares of
      Advantag;

	 	 	 
		(d) 	
      All shares of Advantag issued and outstanding have been
      duly and properly issued in compliance with all applicable corporate and
      other laws;

	 	 	 
		(e) 	
      Advantag’s financial statements for the years ended
      December 31, 2010 and 2011 and for the two months ended February 29, 2012
      as delivered to Greenlite, present fairly the assets, liabilities (whether
      accrued, absolute, contingent or otherwise) and the
  financial condition of Advantag as at the date thereof and there
      has been no material change in the assets and liabilities since that
  date;



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		(f) 	
      Advantag is engaged in the business of marketing and
      trading carbon credits (the “Business”); and

	 	 	 
		(g) 	
      Advantag is a member of a number of carbon exchanges,
      including the Green Market Exchange of the Bavarian Exchange in Munich,
      Climex in the Netherlands, the KBB Bratislava and the Carbon Trade
      Exchange in London/Melbourne.

	 	 	 
	2. 	
      Representations of Greenlite. Greenlite represents
      as follows:

	 	 	 
		(a) 	
      Greenlite is a company incorporated under the laws of
      Nevada and is in good standing under the laws of its jurisdiction of
      incorporation;

	 	 	 
		(b) 	
      Greenlite is a reporting company under the United States
      Securities Exchange Act of 1934 (the “Act”) and is in good standing with
      respect to its filings under the Act;

	 	 	 
		(c) 	
      Greenlite’s authorized capital consists of 100,000,000
      shares of common stock, with a par value of $0.001 per share, of which
      24,616,666 shares of common stock are issued and outstanding;

	 	 	 
		(d) 	
      The shares of common stock of Greenlite are quoted on the
      OTC Bulletin Board; and

	 	 	 
		(e) 	
      There has been no material change in the affairs of
      Greenlite since its most recent filings in Form 10-K and Form 10-Q under
      the Act, except as may be disclosed in any Form 8- K filed under the
      Act.

	 	 	 
	3. 	
      Purchase of Advantag. It is our intention that
      Greenlite will acquire all of the issued and outstanding shares of
      Advantag (the “Acquisition”). The consideration for the acquisition shall
      be the issuance by Greenlite to the shareholders of Advantag at closing
      such number of shares of Greenlite as shall be equal to 60% of the shares
      of Greenlite then outstanding. Of the shares to be issued to the Advantag
      shareholders, 25% shall be free of restrictions other than those imposed
      by securities laws. The balance of 75% of the shares to be issued to the
      Advantag shareholders shall be held in escrow to be released on the basis
      of one share for each EUR 2 of carbon credit sales calculated based on the
      formula presently used on the financial statements of Advantag releases to
      be made annually at fiscal year end. Any shares not released in five years
      shall be returned to the treasury of Greenlite for cancellation. The
      shareholders of Advantag will be entitled to vote the shares while in
      escrow.

	 	 	 
	4. 	
      Directors. At Closing, a majority of directors of
      Greenlite will resign and will be replaced by persons nominated by
      Advantag.

	 	 	 
	5. 	
      Conditions. The obligations of the parties to
      complete the Acquisition shall be subject to customary conditions
      including:

	 	 	 
		(a) 	
      All the representatives of the parties shall be true and
      accurate at closing as if they were made immediately prior to
    closing;

	 	 	 
		(b) 	
      Advantag shall have provided to Greenlite prior to or on
      closing such financial statements as are required by Article 8.01 of
      Regulation S-X of the United States Securities and Exchange Commission in
      order to permit Greenlite to make the United States Securities and
      Exchange Commission filings required in respect of the Acquisition;
    and



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      (c) 
	
      Advantag shall have provided to Greenlite such
      information as is necessary to satisfy Greenlite and its counsel that the
      Acquisition may be completed in reliance of exemptions from applicable
      federal and state or foreign securities laws;

	 	 	 
		(d)	
      Greenlite will have cash available for investment in
      Advantag’s business not less than USD$500,000 and no significant
      liabilities; and

	 	 	 
		(e)	
      The Subscribers for shares in Advantag will have agreed
      to accept shares of Greenlite on the basis set out in paragraph
  3.

	 	 	 
	6. 	
      Formal Agreement. The parties shall take such
      steps as may be necessary and use their best efforts to prepare and
      execute a formal agreement as soon as possible, but in any event not later
      than April 10, 2012. During this period, the parties will cooperate with
      each other and provide such documentation or information as may be
      necessary to permit the parties to complete reasonable due diligence with
      respect to the proposed Acquisition.

	 	 	 
	7. 	
      Full Disclosure. Advantag shall disclose to
      Greenlite any and all material adverse conditions or potential adverse
      conditions currently known about that could affect the business in a
      negative matter.

	 	 	 
	8. 	
      Exclusivity. In consideration of the undertaking
      by Greenlite of the costs and expenses in conducting due diligence and
      continuing negotiations, Advantag agrees that, during the term of this
      letter of intent, it will not seek or solicit, or engage anyone to seek or
      solicit, other suitors for a merger or purchase of Advantag, will not make
      available to other potential suitors information concerning itself, and
      will maintain confidentiality about the transaction contemplated by this
      letter of intent, except to the extent the disclosure is required by
      applicable law or is made to advisors on a “need to know” basis.

	 	 
	9. 	
      Counterparts. This letter of intent may be
      executed in one or more counter-parts, each of which so executed shall
      constitute an original and all of which together shall constitute one and
      the same letter of intent.



If the foregoing is in accordance with your understanding of
our intentions, please sign where indicated below and this will serve as a
letter of intent to govern our relationship pending completion of a formal
agreement.

Yours truly,

GREENLITE VENTURES INC.

	Per: 	   /s/ Howard Thomson 	 
	  	Howard Thomson, President 	 


Agreed and accepted as of the 27th day of March, 2012.

ADVANTAG AG

	Per: 	   /s/ Raik Oliver Heinzelmann 	 	/s/
      Raik Oliver Heinzelmann 
	  	Raik Oliver Heinzelmann,
    	 	Raik Oliver Heinzelmann, 
	  	Authorized Signatory 	 	Principal Shareholder 


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