f8k022310ex10_greenenergy.htm


    Exhibit
10.1

     

    

     

    February
23, 2010

    


    Jeffery
Peck

    Owner and
President

    4050
Williston Road

    Suite
511

    South
Burlington, Vermont 05403

    


    RE:
LETTER OF INTENT Between GREEN ENERGY LIVE, INC. and JEFFERY PECK concerning the
STOCK PURCHASE ARRANGEMENT OF PECK ELECTRIC, INC. BY GREEN ENERGY LIVE,
INC.

    


    Dear
Gentlemen:

    


    This
Letter of Intent is made between Green Energy Live, Inc. ("GELV") and Jeffery
Peck (the “Majority Owner”), shareholder of Peck Electric, Inc.
(”PEI”).  Majority Owner has indicated his intention to sell all of
his ownership interests in PEI (as well as coordinate in selling ownership
interest from all of PEI owners), and GELV have indicated their intention to
purchase 100% ownership interests in PEI.  In consideration of
furthering this business interests, GELV and Majority Owner do hereby agree as
follows, with the intention that the general terms, as amended through due
diligence, of this Letter of Intent shall be binding and be implemented under
any contemplated terms of a Definitive Agreements (“Definitive Agreements”), to
be drafted at a later date.

    


    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 only upon written consent
      of all parties.

            


    

    
      	
              a.  

            	
              Cooperation in Due
      Diligence.  Majority Owner shall cooperate in the due
      diligence of PEI and shall provide all the necessary paperwork to prove
      their ownership of PEI.

            


    

    
      	
              b.  

            	
              PEI
      Ownership.  Majority Owner understands that GELV desires
      to purchase 100% ownership in PEI, and therefore Majority Owner must work
      with the other owners of PEI to sell their ownership
      interests.

            


    

    
      	
              c.  

            	
              Audits.  If
      GELV is unsatisfied with the status of PEI after the Audit of PEI is
      complete, GELV may terminate this Letter of Intent.  The PEI
      Audits must be finalized prior to any Definitive Agreements
      drafted.

            


    

    
      	
              d.  

            	
              Closing
      Date.  The parties anticipate that the closing date shall
      be April 25, 2010 (“Closing Date”), unless further extended under Section
      2 below.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              Contemplated Total Estimated
      Purchase Price in Securities and/or Monies.  The
      contemplated purchase price is Five Million Dollars ($5,000,000)(“Total
      Purchase Price”), which shall include any interest amount.  It
      is contemplated that the following payment schedule be used for the Total
      Purchase Price of 100% ownership in
PEI:

            


    

    
      	
              a.  

            	
              $250,000
      in restricted stock payable on the Closing Date, valued at the average
      daily price for the full month prior to the Closing
  Date.

            


    

    
      	
              b.  

            	
              $1,000,000
      paid upon the Closing Date.  GELV intends to file a Registration
      S-1 with the Securities and Exchange Commission (“SEC”).  This
      amount may be paid through that filing or through other
      methods.

            


    

    
      	
              c.  

            	
              $3,750,000,
      evidenced by a promissory note, payable in 15 monthly payments of $250,000
      (inclusive of any accrued interests), starting 6 months after the Closing
      Date.

            


    

    
      	
              d.  

            	
              If
      the payment under subsection (b) is not paid by the Closing Date, the
      parties may agree to any number of 30-day extensions.  A new
      closing date shall be selected by mutual consent by all
      parties.

            


    

    
      	
              3.  

            	
              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 2,
      Inc.”  PEI shall be the surviving company between GELV Cloud 2,
      Inc. and PEI.  Owner Interests in PEI shall be transferred to
      GELV.  Majority Owner shall be paid the Purchase
      Price.

            


    

    
      	
              4.  

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

            


    

    
      	
              5.  

            	
              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 upon signing this Letter of
Intent.

            


    

    
      	
              6.  

            	
              GELV may file necessary
      documents with the SEC.  The Majority Owner hereby gives
      GELV permission to file whatever form is necessary with the SEC or any
      government agency concerning the actions contemplated in this Letter of
      Intent.

            


    

    


    Thank you
for helping to start the due diligence process by signing this
letter.

     

    


    
      	 	Sincerely,	 	 
	 	 	 	 
	 
      	
              “GELV”

            	 
      	 
      
	 
      	
              Green
      Energy Live, Inc.

            	 
      	 
      
	 
      	
               

              /s/
      Karen Clark

            	 
      	 
      
	 
      	
              Karen
      Clark, CEO

            	 
      	 
      


    

    


    I accept
the above terms of this Letter of Intent, and I shall work towards finalizing
the Definitive Agreements, through the due diligence process.

    


    
      	
              “Majority Owner”

            	 
      	 
      
	 
      	 
      	 
      
	/s/
      Jeffery Peck	 
      	2/23/10
	
              Jeffery
      Peck

            	 
      	
              Date