ex10_1.htm


    STATE OF
GEORGIA

    


    COUNTY OF
FULTON

    


    AGREEMENT FOR PURCHASE AND
SALE OF REAL PROPERTY

    


    This Agreement of Purchase and Sale
for  Commercial Property (the “Agreement”) by and between Stanley
Konter, Rose Konter , Natalie Sarnat, Jonathan Sarnat, Elissa Konter &
Harris Konter (“Seller”) and Blue Earth Solutions Georgia, Inc., a Georgia
Corporation, a wholly owned subsidiary of Blue Earth Solutions, Inc., a Nevada
Corporation (“Purchaser”) wherein Seller agrees to sell and Purchaser agrees to
purchase property under the terms and conditions set forth herein.

    


    1.           PROPERTY.  Purchaser
agrees to buy, and Seller agrees to sell, all that real property located in Land
Lot 63 of the 14th District Fulton County, Georgia containing
approximately  2.6  acres, more or less commonly known as
3428 Browns Mill Rd.  Atlanta, GA, as more particularly described in
Exhibit "A" attached hereto and incorporated herein, together with all
improvements now located thereon, including all electrical, mechanical, plumbing
and other systems and all fixtures located therein, as well as plants, trees,
and shrubbery thereon (collectively, the “Property”).  For purposes of
this Agreement, the “Execution Date” is the last date this Agreement is signed
by either Purchaser or Seller as noted in the signature block
hereof.

    


    2.           PURCHASE PRICE.  The
purchase price ("Purchase Price") of the Property shall be One Million Two
Hundred Seventy Thousand and no/100 Dollars ($1,270,000 US) and shall be paid to
Seller at Closing (as hereinafter defined),  The Purchase Price shall
be paid at Closing by bank wire transfer or by certified check of funds
available for immediate credit.

    


    3.           EARNEST MONEY.

     (a)
Within five (5) business days after the parties have executed the Agreement,
Purchaser shall deposit with Escrow Agent the sum of Twenty-Five Thousand
Dollars ($25,000 US) by check payable to Escrow Agent, which payment is
hereinafter referred to as "Earnest Money."  The Earnest Money shall
be refundable to Purchaser should the Atlanta Development Authority fail to
issue the proposed Solid Waste Facilities Revenue Bonds and disburse authorized
acquisition proceeds for the purchase of the Property on or before the Closing
Date (and any extensions thereof) as defined herein (“Financing
Contingency”).  The Earnest Money shall be applicable to the Purchase
Price at Closing and shall reduce the Purchase Price in an equal amount at the
Closing.

    


    (b)           Prior
to any disbursal by Escrow Agent other than at Closing, Escrow Agent shall
notify the parties hereto of Escrow Agent’s intent to disburse in
writing.  In the event Escrow Agent has not received a written
objection to such disbursal within five (5) days after such notice, then the
making of such disbursal shall discharge Escrow Agent of all further duties and
liabilities hereunder with regard to the Earnest Money. In the event that any
party disputes the proposed disbursal and Escrow Agent is unable to resolve the
dispute, then Escrow Agent may tender the Earnest Money (less any costs incurred
by Escrow Agent for doing so) into a court of competent jurisdiction which shall
discharge Escrow Agent of all further duties and liabilities hereunder with
regard to the Earnest Money.  If this Agreement is terminated by
Purchaser for any reason permitted under this Agreement, Escrow Agent shall
immediately refund the Earnest Money to Purchaser, and no party hereto shall
have any further rights or obligations hereunder, except with respect to the
indemnities contained herein.

    


    (c)           The
parties hereto agree Escrow Agent is acting solely as a stakeholder at their
request and for their convenience, that the Escrow Agent shall not be deemed to
be the agent of either of the parties in Escrow Agent’s capacity as escrow agent
hereunder, and Escrow Agent shall not be liable to either of the parties for any
action or omission on Escrow Agent’s part taken or made in good faith, but
Escrow Agent shall be liable for its acts of bad faith, in breach of this
Agreement or gross negligence or willful misconduct.  Seller and
Purchaser shall jointly and severally indemnify and hold the Escrow Agent
harmless from and against all costs, claims and expenses, including without
limitation reasonable attorneys’ fees, incurred in connection with the
performance of the Escrow Agent’s duties hereunder, except with respect to
actions or omissions taken or made by the Escrow Agent in bad faith, in breach
of this Agreement or involving gross negligence or willful misconduct on the
part of the Escrow Agent.

    


    4.           TITLE.  Seller
agrees to convey good and marketable fee simple title to the Property to
Purchaser by limited warranty deed.  Good and marketable fee simple
title is hereby defined as title which is insurable by a national title company
(the “Title Company”) at its standard rates on an ALTA Owner Policy and in the
amount of the Purchase Price, without exception other than the following
"Permitted Title Exceptions":  (a) zoning ordinances affecting the
Property; (b) general utility, sewer and drainage easements of record upon which
any buildings in the Property do not encroach; (c) subdivision restrictions of
record; (d) current city, county and state ad valorem property and sanitary
taxes not yet due and payable; and (e) leases and other easements, restrictions
and encumbrances specified in this Agreement or on Exhibit
“B” attached hereto and incorporated herein by reference. Purchaser shall
have thirty (30) calendar days following the execution of this Agreement to
examine title to the Property and to furnish Seller with a written statement of
objections affecting the marketability or insurability of said title, other than
the Permitted Title Exceptions ("New Title Objections"). Seller shall then have
up to fifteen (15) calendar days after receipt of Purchaser’s written notice of
New Title Objections in which to correct any such New Title Objections, and
Seller agrees that it shall take all reasonable measures, including the payment
of money, to satisfy all New Title Objections. If Seller fails or refuses to
satisfy any such objections, then, at the option of Purchaser, (i) the Closing
Date shall be extended by agreement between the parties for a reasonable time
for Seller to satisfy such objections, (ii) Purchaser may waive its objections
and proceed to Closing and the matters not cured shall become permitted
encumbrances on the warranty deed, or  (iii) Purchaser may terminate
this Agreement and Escrow Agent shall immediately return all Earnest Money to
Purchaser.  The Closing Date will be deferred as necessary to comply
with this Paragraph 4 should Purchaser elect option (i) and the Financing
Contingency shall apply to any such closing date deferral.  Seller
shall deliver to Purchaser within ten (10) calendar days following the Execution
Date a copy of all title policies and surveys for the Property in Seller’s
possession or control, together with copies of all documents which appear as
exceptions to title in said title insurance policies. Seller and Purchaser agree
that such papers as may be necessary or appropriate to carry out the terms of
this Agreement shall be produced, executed, and delivered by such parties at the
times required to fulfill the terms and conditions of this
Agreement.

     

    
      
        
        

      

      
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    5.           INSPECTION.  Commencing
as of the Execution Date, Purchaser, its agents, or representatives, at
Purchaser’s expense and at all times before Closing, shall have the right during
regular business hours (or such other times as approved by Seller from time to
time) to enter upon the Property for the purpose of inspecting, examining, doing
borings, environmental studies testing, and surveying the
Property.  Seller shall deliver to Purchaser, within five (5) calendar
days following the Execution Date, all information it has in its possession or
control with respect to the Property, including without limitation, engineering
reports, soil tests and environmental tests, reports, studies and
audits.  Purchaser shall have a thirty (30) day period (the "Due
Diligence Period") after the Execution Date during which to decide whether in
its sole and absolute discretion the Property is satisfactory for Purchaser's
acquisition.  Purchaser shall have the right to terminate this
Agreement by sending Seller on or before the end of the Inspection Period, a
written termination notice and the Earnest Money shall be completely refundable
to Purchaser during the entire length of the Inspection
Period.  Purchaser shall and does hereby agree to indemnify, defend
and hold harmless Seller and Brokers or others from any loss or damages as a
result of the exercise by Purchaser of the rights herein granted, including any
damage resulting from the negligence of Purchaser or Purchaser’s agents,
employees or contractors.  This indemnity shall survive the
rescission, cancellation, termination or consummation of this
Agreement.

    


    6.           CLOSING. The closing date
("Closing Date") shall occur upon the earlier of within fifteen business days
following the funding of the Solid Waste Facilities Revenue Bonds closing or by
February 28, 2009.  The consummation of the sale contemplated hereby
(the "Closing") shall be at the office of Escrow Agent  or any other
mutually agreed upon location at a specified time on a date designated by
Purchaser to Seller at least five (5) calendar days prior to the Closing Date,
unless extended pursuant to the terms of this Agreement. Seller shall deliver,
and Purchaser shall take, possession of the Property on the Closing
Date.  Purchaser shall pay all recording costs of this transaction
including document recording costs, all intangible taxes and Purchaser’s
attorneys’ fees.  Seller shall pay the State of Georgia Real Estate
Transfer Tax on the Warranty Deed from Seller to Purchaser. Real estate taxes
based upon the most recent assessment for the Property shall be prorated as of
the Closing Date for the calendar year in which the sale is closed. If the
proration is incorrect by more than five percent (5%) based on the actual tax
bill when issued, the party receiving the excess proration shall promptly
reimburse the other to correct the misallocation upon receipt of written notice.
All unpaid assessments and annual special charges applicable to the Property
outstanding at Closing, including those arising between the Execution Date and
the Closing Date, shall be paid at Closing by Seller, irrespective of when the
same shall be due and payable. If the Property is assessed as a part of a larger
tract, a sum sufficient to pay the entire tax bill for the larger tract when due
shall be deposited at Closing with an escrow agent selected by Purchaser. The
estimated portion of the entire tax bill allocable to the Property shall be
prorated by dividing the total tax bill by the number of acres in the larger
tract and multiplying the result thereof by the number of acres contained in the
Property.  Seller and Purchaser shall each deposit their share of the
total tax bill for the Property with the Escrow Agent.

    


    7.           SURVEY.  Purchaser
may, at Purchaser's expense, cause an accurate survey to be made of the Property
by a Georgia Registered Land Surveyor of Purchaser's choice prepared in
accordance with no less than the minimum standards of the State of Georgia for
surveys and land surveyors.  The survey shall certify the number of
acres contained within the Property, computed to the nearest 100th of an acre,
including such portions of the Property as may be within all right-of-way for
public use, any portion of the Property lying within the 100-year flood plain,
easements of any type or description, cemeteries, or otherwise legally
undevelopable area, and the location of all buildings, structures, fences and
other improvements situated on the Property.  The survey shall also
include acreage contained within any proposed road or right-of-way widenings, or
any other taking, of which any entity having the power of eminent domain has
given notice or any land required to be dedicated as a condition of a rezoning
or obtaining building permits or curb cuts for the Property. The survey shall be
sufficient in form and content so that the Title Company will delete the
standard survey exception from its title insurance policy to be issued to
Purchaser. Prior to Closing Purchaser may deliver three copies of the survey to
Seller. In the event the survey discloses any matters other than Permitted Title
Exceptions to which the Purchaser objects, such matters shall be deemed to be
New Title Objections and the provisions of Paragraph 4 above shall
apply.  If the survey is reasonably unacceptable to Seller, then
Seller may, within five (5) calendar days after receipt of Purchaser's survey,
notify Purchaser that the survey is unacceptable setting out all of Seller's
reasons for such objections, and Seller shall appoint (at Seller's expense) a
second surveyor who shall attempt to resolve with Purchaser's surveyor the
discrepancies with or objections to the survey of which Seller has notified
Purchaser.  In the event the two surveyors are unable to resolve such
matters, then Purchaser shall have the right to terminate this Agreement and the
Earnest Money shall be immediately refunded to Purchaser.  In the
event the survey shows a legal description that is different from Exhibit “A”,
Seller will execute a quit-claim deed with respect to the legal description
drawn from the survey.  Notwithstanding the foregoing, Seller shall
provide Purchaser with the most recent survey within five (5) days of the
execution of this Agreement.

     

    
      
        
        

      

      
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    8.           TIME.  Time is of
the essence with respect to this Agreement.

    


    9.           BROKER.  In
negotiating this Agreement, CB Richard Ellis ("CBRE") and _Empire South
Commercial Real Estate_(“Empire South”)  (collectively, “Brokers”)
have rendered a valuable service for which reason Brokers are made a party
hereto in order to enable Brokers to enforce its commission rights
hereunder.  Empire South will be compensated outside of closing
detailed in a separate agreement.  Brent Weitnauer with CBRE acted as
agent for the Purchaser in this transaction, and _Jon Sarnat with Empire South_
has acted as agent for the Seller. Notwithstanding Brokers’ agency
relationships, it is agreed by all parties hereto that Seller shall pay CBRE a
commission (the “Commission”) in cash at Closing in the amount
of  Twenty Six Thousand Seven Hundred Fifty Thousand Dollars
($26,750.00).  If closing occurs on or before January 31st 2009
CBRE will be paid an additional Five Thousand Dollars ($5000) totaling Thirty
One Thousand Seven Hundred Fifty Thousand Dollars ($31,750.00) from the proceeds
of the Purchase Price.  Brokers acknowledge that they will not be
entitled to a commission in the event that the Closing does not occur for any
reason whatsoever, including default by Purchaser or Seller, and that Purchaser
has no obligation to Brokers for payment of any commission arising out of the
execution and delivery of this Agreement or the sale and conveyance contemplated
hereby.  Purchaser, Seller and Brokers each hereby represent and
warrant to each other that no party other than any named herein is entitled as a
result of the actions of Seller, Purchaser or Brokers, as the case may be, to a
real estate commission or other fee resulting from the execution of this
Agreement or the transactions contemplated hereby, and Seller, Purchaser and
Brokers hereby agree to indemnify, defend and hold each other harmless from and
against any and all costs, damages and expenses, including reasonably incurred
attorneys’ fees, resulting directly or indirectly from any such claim arising
out of the actions of or contact with Seller, Purchaser or Brokers, as the case
may be. These representations, warranties and indemnifications shall survive the
rescission, cancellation, termination or consummation of this
Agreement.  Brokers agree to execute and deliver such affidavits and
documents as may be required in order to conform to the requirements of O.C.G.A.
§ 44-14-600.  Purchaser or its principals are or may be licensed real
estate brokers or salesmen in the state of Georgia.

    


    10.           CONDITION OF
PROPERTY.  Seller warrants that at Closing the Property and
title to the Property will be in the same condition as it is on the Acceptance
Date, normal wear and tear excepted, and Seller covenants and agrees that from
and after the Execution Date until the Closing or until this Agreement has been
terminated pursuant to the terms hereof, Seller shall not, without the prior
written consent of Purchaser, change the title to the Property, remove any trees
from the Property, change or alter the physical condition of the Property, or
commit waste to the Property.  However, should the Property be
destroyed or damaged either physically or through condemnation (or threat
thereof) before Closing, Seller shall provide Purchaser written notice of such
occurrence within ten (10) calendar days after the date of casualty or receipt
of condemnation notice and, at the election of Purchaser (without prejudice to
any other rights or remedies available to Purchaser at law or in equity for
violation or breach of this Agreement): (i) Purchaser may terminate this
Agreement and all Earnest Money will be immediately returned to Purchaser by
Escrow Agent; or (ii) Purchaser may consummate this Agreement and receive such
insurance proceeds (or an appropriate credit against the Purchase Price, if no
insurance coverage is in effect) or condemnation awards (if any) which are paid;
and, in addition, Seller shall assign to Purchaser Seller's interest in and to
any condemnation awards or offers or insurance proceeds as the case may
be.  This latter option must be exercised by Purchaser within fifteen
(15) calendar days after Seller provides Purchaser written notice of (x) the
amount of insurance proceeds, if any, Seller will receive on the claim of loss
or (y) the amount of the condemnation award.  Seller shall not make
any casualty or condemnation settlement without Purchaser's prior written
approval.

    


    11.           REPRESENTATIONS AND WARRANTIES OF
SELLER.  As a material inducement to Purchaser to enter into
this Contract and as a condition to Purchaser's obligations hereunder, Seller
hereby makes the following representations and warranties which are true and
correct as of the date hereof and which shall he true and correct on the Closing
Date:

     

    
      
        
        

      

      
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    (a) Seller
has the full right and authority to enter into this Agreement and to consummate
the sale of the Property as set forth herein;

    (b)  Neither
the entering into of this Agreement nor the consummation of the transaction
herein described will constitute or result in a violation or breach by Seller of
any judgment, order, writ, injunction or decree issued against or imposed upon
it, nor will it result in a violation of any applicable law, order, rule or
regulation of any governmental authority.  There is no action, suit,
proceeding or investigation pending which would result in a cloud on the title
to the Property or any portion thereof or which questions the validity or
enforceability of the transaction herein described or any action taken in
connection with said transaction in any court or before or by any federal,
district, county, or municipal department, commission, board, bureau, agency or
other governmental instrumentality.  No approval, consent, order or
authorization of, or designation, registration or filing (other than for
recording purposes) with any governmental authority is required in connection
with the consummation by Seller of the transaction herein
described.

    (c) Seller
has received no written notice of any default or breach by Seller under any
covenants, conditions, restrictions, rights-of-way or easements affecting the
Property or any portion thereof and Seller has no actual knowledge of the
existence of any such default or breach or of any event which, with the giving
of notice, the passage to time, or both, would constitute such a breach or
default.

    (d) There is
no litigation or proceeding pending or, to the actual knowledge of Seller,
threatened against or relating to the Property.

    (e) There are
no tenants with respect to the Property or leases with tenants that are pending
and there are no persons, firms or corporations who have or may have a
possessory right in the Property or any portion thereof under and pursuant to
any lease, tenancy or other unusual arrangement with Seller.  With the
exception of Standard Door, who occupies a portion of the property on a month to
month basis.

    (f) The
Property has not been used as a dump or sanitary landfill, a stump pit or for
disposal of construction debris or for disposal or storage of toxic or hazardous
wastes.  However, there may have been releases of petroleum products
on the Property.

    (g) No
assessments have been made against the Property which are unpaid, or shall not
be paid in full, at or prior to the Closing, except those ad valorem taxes, if
any, for the current year which are not yet due and payable, whether or not they
have become liens; and, Seller has no actual knowledge of any assessments
against the Property for public improvements not yet in place.

    (h) The
aforesaid representations shall survive Closing for a period of ten (10) years
and shall not merge into the deed delivered at Closing.

    (i) Except
for the representations and warranties set forth in this Agreement or in any of
the documents delivered at Closing (the “Seller’s Warranties”), this sale is
made and will be made without additional representations, covenants or
warranties of any kind by Seller and shall be made on an “as is”, “where is”
basis, with all faults, latent or patent.  Consistent with the
foregoing and subject solely to the Seller’s Warranties, effective as of the
Closing Date, Purchaser, for itself and its agents, affiliates, successors and
assigns, hereby waives, relinquishes, releases and forever discharges Seller,
its agents, affiliates, subsidiaries, successors and assigns (collectively, the
“Releasees”) from any and all rights, claims and demands at law or in equity,
whether known or unknown, which Purchaser has or may have in the future,
arising  out of the physical, environmental, economic, legal or other
condition of the Property.

    


    In the
event any of the representations and warranties of Seller herein made shall
become untrue or incorrect between the date hereof and the date of Closing, then
Seller, immediately upon learning of such untruth or incorrectness, shall notify
Purchaser of the same in writing.  Purchaser shall have ten (10) days
from receipt of such written notice in which to either (i) terminate this
Agreement and thereafter Purchaser and Seller shall be released of all rights,
duties and obligations hereunder, except for those which expressly survive
termination of this Agreement, or (ii) waive the condition that such
representation and warranty be as stated herein and proceed to close in
accordance with the terms of this Agreement; provided, however, in the event
such representation and warranty shall become untrue or incorrect between the
date hereof and Closing and such untruth or incorrectness shall be caused by
Seller, then Seller shall be in default hereunder and unless Seller, within
twenty-four (24) hours of receipt of written notice from Purchaser demanding
such representation and warranty be made true and correct, corrects such
representations and warranties, then Purchaser shall have Purchaser’s rights and
remedies under Section 16 hereunder.

    


    12.           DISCLAIMER.  Seller
and Purchaser acknowledge that they have not relied upon the advice or
representations, if any, of Brokers, or their associate brokers or salespersons,
concerning: (i) the legal or tax consequences of this Agreement in the sale of
the Property; (ii) the terms and conditions of financing the Property; (iii) the
purchase and ownership of the Property; (iv) the structural condition of the
Property; (v) the operating condition of the electrical, heating, air
conditioning, plumbing, water heating systems and appliances on the Property;
(vi) the availability of utilities to the Property; (vii) the investment
potential or resale value of the Property; (viii) the financial viability of
Purchaser; (ix) any conditions existing on the Property which may affect the
Property; (x) any matter which could have been revealed through a survey, title
search or inspection of the Property; (xi) environmental matters relative to the
Property.  Seller and Purchaser both acknowledge that, if such matters
have been a concern to them, they have sought and obtained independent advice
relative thereto.

     

    
      
        
        

      

      
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    13.           ENVIRONMENTAL
MATTERS.  To Seller’s knowledge, the Property has never been
used as a landfill for garbage or refuse, dump, stump pit, toxic waste dump or
cemetery, or for the handling, generation, treatment, release, storage or
disposal of chemicals or hazardous wastes or substances so as to create an
environmental hazard.  For purposes of this Agreement, the term
“hazardous wastes or substances” shall mean petroleum including crude oil or any
fraction thereof, and any substance identified in CERCLA, RCRA or any federal,
state or other governmental legislation or ordinance identified by its terms as
pertaining to the disposal of hazardous substances or waste.  The
Property is free from any hazardous or toxic materials or waste or similarly
described substances under any applicable federal or state laws or regulations
and there have been no violations of applicable “wetlands” regulations in
connection with the development of the Property.  Seller warrants and
represents that there are no storage tanks located on the Property, either above
or below ground.   The aforesaid representations and warranties
shall survive Closing and shall not merge into the deed delivered at
Closing.  Seller shall indemnify and hold Purchaser harmless for any
damages suffered or incurred by Purchaser, including reasonable and actual
attorneys fees occasioned wholly or in part by Seller’s or any of Seller’s acts
or omissions in contradiction or violation of this Paragraph 13.

    


    14.ASSIGNMENT.  This
Agreement, and the rights and obligations hereunder, may be assigned by
Purchaser without the prior written consent of Seller, provided that such
assignment is to an entity that is affiliated with or in partnership with
Purchaser.  Notwithstanding the foregoing, Purchaser may not assign
this Agreement without the written prior consent of Seller, which consent shall
not be unreasonably withheld.  Any such approved assignee shall assume
in writing all of the obligations and liabilities of Purchaser hereunder, and a
copy of such assignment shall be provided to Seller in writing within two (2)
business days after it is signed by Purchaser and his (its)
assignee.  No such assignment shall release the original Purchaser
from liability to Seller as set forth in this Agreement.

    


    15.           AUTHORITY.  Each
individual or entity executing this Agreement in any representative capacity
warrants that such individual or entity is authorized to execute this Agreement
on behalf of the person or entity on whose behalf such person or entity is shown
to be acting.  Seller shall deliver to Purchaser at Closing an
affidavit certifying: (i) that Seller is not a foreign person within the meaning
of Section 1445 of the Internal Revenue Code; (ii) that Seller is not subject to
withholding under Georgia statutes; and (iii) such other affidavits, tax returns
and other documents as may be required by Georgia withholding requirements, and
Seller shall and does hereby indemnify and agree to hold Purchaser harmless for
any loss, cost or expense incurred by Purchaser by virtue of Seller's failure to
comply with Georgia withholding requirements.

    


    16.           DEFAULT.  In the
event of Purchaser's default under this Agreement, including, but not limited
to, failure to consummate the purchase as herein provided, Seller agrees to
provide Purchaser with written notice of such default specifying the nature of
such default.  Purchaser shall have a ten (10) day period after the
date of receipt of said notice in which to commence to cure said default. In the
event that Purchaser does not commence to cure said default within said ten (10)
day period and the transaction contemplated hereby is not closed by reason of
Purchaser's default (and Seller has performed all of its obligations hereunder
and all conditions precedent to Purchaser's obligation to Close have been met or
fulfilled), then the Earnest Money shall be paid to Seller as full liquidated
damages, this Agreement shall be null and void, and none of the parties hereto
shall have any further rights or obligations hereunder.  Purchaser and
Seller acknowledge that it would be difficult if not impossible to ascertain
more precisely the actual damages which might be suffered by Seller as a result
of any default by Purchaser and agree that such liquidated damages are a
reasonable estimate thereof are not intended as a penalty but rather as full
liquidated damages and shall be Seller's sole remedy in the event of Purchaser's
default, Seller hereby waiving the remedy of specific performance.  If
the purchase of the Property is not consummated in accordance with the terms and
conditions of this Agreement because of Seller’s default, Purchaser being ready,
willing, and able to perform all obligations imposed upon Purchaser hereby, the
Earnest Money shall be returned to Purchaser within five (5) business days of
written demand from Purchaser to Escrow Agent and Seller and in addition,
Purchaser shall have the right, at its sole election: (a) to terminate this
Agreement; (b) to pursue specific performance of Seller’s obligations under this
Agreement; or, if specific performance is an inadequate remedy as a result of
the acts or omissions of Seller, to pursue its remedies at law and
equity.

    


    17.           NOTICES.  Any
notices or demands permitted or required hereunder shall be in writing, shall
include a copy to all parties hereto, and shall be deemed to have been duly
given as of the date and time that same are hand delivered or are received via
confirmed facsimile transmittal or are deposited with the United States Postal
Service, Certified Mail, return receipt requested, postage prepaid, or delivered
via a national recognized overnight carrier with delivery tracking and addressed
to the parties hereto at the addresses contained herein, or such other addresses
as the parties hereto shall from time to time designate to the others by notice
in writing as herein provided. In the event that any notice or performance date
shall be required to be performed on a weekend or legal holiday then such date
shall automatically be extended to the end of the next regular business
day.

     

    
      
        
        

      

      
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                                                                                                                                                                                      As
      to Purchaser:

                                                                                                                                                                                    	 
      	
                                                                                                                                                                                      As
      to Seller:

                                                                                                                                                                                    
	 
      	 
      	 
      
	Name:
      Blue
      Earth Solutions, Inc.	 
      	Name:
      Stan
      Konter
	Attention:
      Jim
      Cohen, Jr.	 
      	Attention:
      __________________________
	Address:
      1311
      Granville, Ave.	 
      	Address:
      200
      East 31st Street
	City,
      State: Clermont,
      FL	 
      	City,
      State: Savannah
      , GA
	Zip
      Code: 34711	 
      	Zip
      Code: 31401
	Fax
      No.: 352-729-0149	 
      	Fax
      No.: 912-355-3617
	E-mail:
      jamesjr@blueearthsolutions.com	 
      	E-mail:
      stan@sabre-tech.com
	 
      	 
      	 
      
	
                                                                                                                                                                                      As
      to Broker:

                                                                                                                                                                                    	 
      	As
      to Co-Broker:
	 
      	 
      	 
      
	Name:
      CB
      Richard Ellis, Inc.	 
      	Name:
      Empire
      South CRE
	Attention:
      Brent
      Weitnauer	 
      	Attention:
      Jon
      Sarnat
	Address:
      1280
      Peachtree Rd. Suite 1400	 
      	Address:
      1845
      Defoor Ave
	City,
      State Atlanta,
      GA	 
      	City,
      State: Atlanta,
      GA
	Zip
      Code: 30305	 
      	Zip
      Code: 30318
	Fax
      No.: 404-923-1593	 
      	Fax
      No.: 404-581-5884
	E-mail:
      brent.weitnauer@cbre.com	 
      	E-mail:
      jon@empiresouth.com
	 
      	 
      	 
      
	
                                                                                                                                                                                      As
      to Escrow Agent:

                                                                                                                                                                                    	 
      	 
      
	 
      	 
      	 
      
	Name:
      The
      Anderson Firm, LLC	 
      	 
      
	Attention:
      Catherine
      Y. Gibson, Esq.	 
      	 
      
	Address:
      44
      Broad Street, Suite 800	 
      	 
      
	City,
      State: Atlanta,
      Georgia	 
      	 
      
	Zip
      Code: 30303	 
      	 
      
	Fax
      No.: 404-521-1919	 
      	 
      
	E-mail:
      cgibson@theandersonfirm.com	 
      	 
      


                                                                                                                                                                            

                                                                                                                                                                             

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    Such notices shall be deemed to have
been given as of the date and time actually received by the receiving party, or
the date of refusal to accept delivery or inability to deliver, as shown on the
return receipt.  In the event no address for purpose of notice is
specified with respect to a particular party as required by this Section, any
other party may direct notices to such party at any business or residential
address known to such other party.  Any such notice to an unspecified
address shall be effective when delivered personally or, with respect to mailed
notices, upon actual receipt by the party to whom such notice is directed, or
the date of refusal to accept delivery or inability to deliver, as shown on the
return receipt.

    


    18.           GENERAL. This Agreement
constitutes the sole and entire agreement between the parties hereto with
respect to the subject matter hereof, and no modification of this Agreement
shall be binding unless signed by all parties to this Agreement.  No
agreement, representation, promise, or inducement not included in this Agreement
shall be binding upon any party hereto. The headings at the beginning of each
paragraph are for clarification purposes only and are not intended to alter the
context of this Agreement.  This Agreement shall bind and inure to the
benefit of the parties hereto and their respective heirs, executors, legal
representatives, successors and permitted assigns.  Time is of the
essence of this Agreement.  This Agreement shall be interpreted in all
respects in accordance with the laws of the state of Georgia.  No
failure of either party to exercise any power given hereunder or to insist upon
strict compliance with any obligation specified herein, and no custom or
practice at variance with the terms hereof, shall constitute a waiver of either
party's right to demand exact compliance with the terms hereof.  This
Agreement may be executed in several counterparts, each of which shall
constitute an executed original hereof. Purchaser's obligation to close
hereunder shall be conditioned upon the following: (i) the performance by Seller
of all the obligations herein imposed on Seller; (ii) the truth and correctness,
as of the Closing Date, of all representations and warranties made by Seller
herein;  (iii) that, except for natural wear and tear and the
provisions of Section 10, the Property will be in the same condition on the
Closing Date as existed on the Execution Date and (iv) the Atlanta Development
Authority issues the Solid Waste Facilities Revenue Bonds and disburses the
authorized acquisition proceeds for the purchase of the Property on or before
the Closing Date.  In the event one or more of the foregoing
conditions to Closing have failed at Closing, Purchaser shall have the right, at
its option, to terminate this Agreement and receive a return of the Earnest
Money (less the sum of one hundred dollars ($100.00) which shall be delivered to
Seller as option money for entering into this Agreement), without prejudice to
any right or remedy afforded Purchaser under this Agreement, at law or in
equity.  Conditions precedent to the obligation of either party to
close hereunder, if any, are for the benefit of such party only, and any and all
of said conditions may be waived in the discretion of the party benefited
thereby.  Additional Special Stipulations attached hereto shall, if
conflicting with the foregoing, control.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    19.           1031
EXCHANGE.  Seller and/or Purchaser may effect a tax-free
exchange (each, an “Exchange”) in accordance with Section 1031 of the Internal
Revenue Code of 1986, as amended, which Exchange will involve an exchange of
another property or  properties, and the Property, so long as same
does not postpone the Closing Date.  Seller and Purchaser agree to
accommodate the other party by participating in the Exchange provided that (i)
neither Purchaser nor Seller shall incur any costs, expense or liability in
connection with the other party’s Exchange, (ii) Seller shall indemnify, defend
and hold Purchaser harmless from and against any and all cost, loss, liability
and expenses arising out of or in connection with Seller’s Exchange, (iii),
Purchaser shall indemnify, defend, and hold Seller harmless from and against any
and all cost, loss, liability and expenses arising out of or in connection with
Purchaser’s Exchange, and (iv) every Exchange is carried out in accordance with
all applicable laws and all documentation concerning the Exchange shall b
reasonably satisfactory in all respects to the other party and its respective
attorneys, (v) the Exchange does not adversely affect the other party in any
material respect, regarding the terms and conditions of the transaction, and
(vi) the Exchange does not have an adverse effect on title set forth in this
Agreement.  The terms and provisions of this Section 19 shall survive
the Closing.

    


    20.           All
parties acknowledge that some of the Sellers are licensed real estate brokers or
salesmen in the State of Georgia.

    


    THIS AGREEMENT has been
executed first by Purchaser and shall be deemed a continuing offer by Purchaser
to purchase until the ______ day of December, 2008, at 5:00 p.m.
EST.  If an executed and unaltered acceptance hereof is not returned
to the address noted below of Purchaser by said time, such offer shall he deemed
withdrawn.  Purchaser
acknowledges that Purchaser has read and understood the terms of this Agreement
and has received a copy of it.

    


    IN WITNESS WHEREOF, the
parties hereto have set their respective hands and affixed their seals in the
day and year indicated below.

    


    (SIGNATURES
ON NEXT PAGE)

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  Signed
      and delivered

                  in
      the presence of:

                	SELLER
	
                   

                   

                  /s/
      illegible

                	Stanley
      Konter 

                  By:
      /s/ Stanley
      Konter

                  Date
      Executed: 1/8/09

                
	Witness	 
	 	Rose
      Konter 

                  By:
      /s/ Rose
      Konter

                  Date
      Executed: 1/8/09

                
	 	 
	 	Natalie
      Sarnat 

                  By:
      /s/ Natalie
      Sarnat

                  Date
      Executed: 1/11/09

                
	 	 
	 	
                  Jonathan
      Sarnat

                  By:
      /s/ Jonathan
      Sarnat

                  Date
      Executed: 1/11/09

                
	 	 
	 	
                  Elissa
      Konter

                  By:
      /s/ Elissa
      Konter

                  Date
      Executed: 1/11/09

                
	 	 
	 	
                  Harris
      Konter

                  By:
      /s/ Harris
      Konter

                  Date
      Executed: 1/11/09

                
	 	 
	 	
                  PURCHASER: Blue Earth
      Solutions, Inc.

                  a
      Georgia Corporation

                
	
                  Signed
      and delivered 

                    in
      the presence of:

                  

                   

                   

                  /s/ Bryan
      Clark

                	
                   

                  By:
      /s/ James Cohen
      Jr.

                  Name:
      James Cohen Jr.

                  Title:
      President

                  Date
      Executed: 1/5/09

                
	Witness 	 
	 	BROKER: CB Richard Ellis,
  Inc.


        

        
          	
                  Signed
      and delivered 

                    in
      the presence of:

                  

                   

                   

                  /s/
      illegible

                	
                   

                  By:
      /s/ John
      Ferguson

                  Name:
      John Ferguson

                  Title:
      Managing Director

                  Date
      Executed: 1/13/09

                
	Witness 	 
	 	CO-BROKER:
      Empire South
  CRE


        

        
          	
                  Signed
      and delivered 

                    in
      the presence of:

                  

                   

                   

                  /s/
      illegible

                	
                   

                  By:
      /s/ Jonathan
      Sarnat

                  Name:
      Jonathan Sarnat

                  Title:
      Owner

                  Date
      Executed: 1/11/09

                
	Witness 	 
	 	ESCROW AGENT: The Anderson Firm,
      LLC


        

        
          	
                  Signed
      and delivered 

                    in
      the presence of:

                  

                   

                   

                  /s/
      illegible

                	
                   

                  By:
      /s/ Catherine
      Gibson

                  Name:
      Catherine Gibson

                  Title:
      Manager

                  Date
      Executed: 1/15/09

                
	Witness 	 


        

      

       

    

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
“A”

    


    "PROPERTY”

     

    
      ALL that
tract or parcel of land lying and being in Land Lot 63 of the 14th
District of Fulton County, Georgia, and being more particularly described as
follows:

      


      BEGINNING
at an iron pin found on the Southeasterly side of Browns Mill Road, said pin
located 569 feet Northeasterly from the corner formed by the intersection of the
Southeasterly side of Browns Mill Road and the Northeasterly side of Zip
Industrial Boulevard, as measured along the Southeasterly side of Browns Mill
Road; running thence Northeasterly along the Southeasterly side of Browns Mill
Road, 35.82 feet to an iron pin set; thence South 51 degrees 04 minutes 49
seconds East, 161.56 feet to an angle iron found; then North 03 degrees 27
minutes 30 seconds East, 34.01 feet to an iron pin set; then South 84 degrees 08
minutes 23 seconds East, 291.02 feet to an iron pin found; thence North 04
degrees 43 minutes 36 seconds East, 298.69 feet to an iron pin found; thence
South 84 degrees 06 minutes 57 seconds East, 89.63 feet to an iron pin set;
thence Southwesterly  along an abandoned rail line the following
courses and distances;  South 06 degrees 49 minutes 30 seconds West,
173.19 feet; South 10 degrees 19 minutes 30 seconds West, 106.8 feet; South 22
degrees 12 minutes 30 seconds West, 94.03 feet; South 37 degrees 54 minutes
West, 94.29 feet; South 49 degrees 08 minutes West, 97.26 feet; South 50 degrees
44 minutes 15 seconds West, 165.83 feet to an iron pin set; thence North 44
degrees 22 minutes 17 seconds West, 191.75 feet to an iron pin found; thence
North 41 degrees 09 minutes 57 seconds East, 132.95 feet to an iron pin found;
thence North 48 degrees 43 minutes 34 seconds West, 229.17 feet to an iron pin
found on the Southeasterly  side of Browns Mill Road and the point of
beginning; being improved property known as 3428 Browns Mill Road, Atlanta,
Georgia, as per survey for Ken Marchman, dated December 13, 2002, prepared by
Delta Surveyors, Inc., which is incorporated herein by
reference.

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
”B”

    


    “PERMITTED TITLE
EXCEPTIONS”