Exhibit
10.14
  SECURITIES PURCHASE AGREEMENT
 between
 ASPIRE OIL SERVICES LIMITED
 and
 GREENHUNTER ENERGY, INC.
 Dated as of October 28, 2008
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Table of Contents
 PageARTICLE I. SALE AND PURCHASE OF MEMBERSHIP INTERESTS
    
    - 1 -ARTICLE II. CLOSING AND PURCHASE PRICE
    
    - 1 -2.1 The Closing
    
    - 1 -2.2 Consideration
    
    - 2 -2.3 Purchase Price
    
    - 2 -2.3.1 Stated Consideration
    
    - 2 -2.3.2 Working Capital Adjustment
    
    - 2 -ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER
    
    - 3 -3.1 Representations and Warranties of Seller
    
    - 3 -3.1.1 Title to Membership Interests
    
    - 4 -3.1.2 Authority to Execute, Deliver and Perform this Agreement
    
    - 4 -3.1.3 No Violation of Laws
    
    - 4 -3.1.4 Organization of Company
    
    - 4 -3.1.5 Subsidiaries
    
    - 4 -3.1.6 Qualification
    
    - 5 -3.1.7 Litigation
    
    - 5 -3.1.8 Capitalization
    
    - 5 -3.1.9 Consents and Approvals; No Violation
    
    - 5 -3.1.10 Financial Statements
    
    - 6 -3.1.11 Books and Records
    
    - 6 -3.1.12 Accounts Receivable
    
    - 6 -3.1.13 Title to Assets
    
    - 7 -3.1.14 Inventory
    
    - 8 -3.1.15 No Undisclosed Liabilities
    
    - 8 -3.1.16 Contracts; No Defaults
    
    - 8 -3.1.17 Brokers and Finders
    
    - 9 -3.1.18 Insurance
    
    - 10 -3.1.19 Compliance with Applicable Laws
    
    - 10 -3.1.20 Tax Matters
    
    - 10 -3.1.21 Environmental Matters
    
    - 11 -3.1.22 Employee Plans
    
    - 14 -3.1.23 Employees
    
    - 15 -3.1.24 Labor Relations
    
    - 16 -3.1.25 Absence of Certain Changes
    
    - 16 -3.1.26 Customers and Suppliers
    
    - 17 -3.1.27 Discontinued Business
    
    - 17 -ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER
    
    - 17 -4.1 Representations and Warranties of Buyer
    
    - 17 -4.1.1 Organization of Buyer
    
    - 17 -
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Table of Contents
 Page4.1.2 Authority to Execute, Deliver and Perform This Agreement
    
    - 18 -4.1.3 No Violation of Laws, Agreements; No Liens
    
    - 18 -4.1.4 No Governmental Consents
    
    - 18 -4.1.5 Brokers and Finders
    
    - 18 -4.1.6 No Litigation
    
    - 18 -4.2 Available Funds
    
    - 18 -4.3 Private Placement
    
    - 19 -4.4 Suitability
    
    - 19 -4.5 Access to Information
    
    - 19 -4.6 Investment Intent
    
    - 19 -ARTICLE V. CONDUCT PRIOR TO CLOSING
    
    - 20 -5.1 Rights of Inspection
    
    - 20 -5.2 Cooperation
    
    - 20 -5.2.1 Preservation of Business
    
    - 20 -5.2.2 Obtaining Consents and Approvals
    
    - 21 -5.2.3 Obtaining Insurance Policy
    
    - 21 -5.3 Conduct of Business Pending Closing
    
    - 22 -5.3.1 Business in the Ordinary Course
    
    - 22 -5.3.2 Encumbrance and Maintenance of Assets; Incurring Liabilities
    
    - 22 -5.4 No Solicitation
    
    - 22 -ARTICLE VI. OTHER AGREEMENTS AND COVENANTS
    
    - 23 -6.1 Delivery of Property Received after Closing
    
    - 23 -6.2 Cooperation on Claims
    
    - 23 -6.3 Records Retention
    
    - 23 -6.4 Access to Books and Records after Closing; Financial Statements
    
    - 23 -ARTICLE VII. TAX MATTERS
    
    - 24 -7.1 Responsibility for Filing Tax Returns and Paying Taxes
    
    - 24 -7.2 Responsibility for Tax Audits and Contests
    
    - 24 -7.3 Transfer Taxes
    
    - 24 -ARTICLE VIII. CONDITIONS TO CLOSING
    
    - 24 -8.1 Buyers Conditions
    
    - 24 -8.2 Sellers Conditions
    
    - 27 -ARTICLE IX. INDEMNIFICATION
    
    - 28 -9.1 Indemnification by Seller
    
    - 28 -9.2 Indemnification by Buyer
    
    - 28 -9.3 Third-Party Claims
    
    - 29 -9.4 Certain Limitations
    
    - 29 -9.5 Exclusive Remedies
    
    - 31 -9.6 Waiver of Consequential Damages
    
    - 31 -
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Table of Contents
 Page9.7 Tax Treatment of Indemnity Payments
    
    - 31 -ARTICLE X. TERMINATION
    
    - 31 -10.1 Termination
    
    - 31 -10.2 Procedure and Effect of Termination
    
    - 32 -ARTICLE XI. MISCELLANEOUS
    
    - 32 -11.1 Defined Terms
    
    - 32 -11.2 Further Assurances
    
    - 37 -11.3 Expenses
    
    - 37 -11.4 Notices
    
    - 37 -11.5 Assignment
    
    - 39 -11.6 Waivers
    
    - 39 -11.7 Complete Agreement
    
    - 39 -11.8 Governing Law
    
    - 39 -11.9 Third Parties; Amendment and Termination
    
    - 39 -11.10 Remedies Upon Default
    
    - 39 -11.11 Consent to Jurisdiction; Venue
    
    - 40 -11.12 No Waiver
    
    - 40 -11.13 Separability of Provisions
    
    - 40 -11.14 Headings
    
    - 40 -11.15 Exhibits
    
    - 40 -11.16 Actual Knowledge or Knowledge
    
    - 40 -11.17 Counterparts
    
    - 40 -11.18 Press Releases; Confidentiality
    
    - 40 -11.19 Injunctive Relief
    
    - 41 -
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SECURITIES PURCHASE AGREEMENT
  RECITALS
 A.
    
    Seller is the sole member and owns 100% of the outstanding regular and
preferred membership interests of L&L Holdings (Louisiana), L.L.C., a Delaware limited
liability company (the Company and such membership interests, together with any
additional membership interests issued by the Company prior to Closing, the Membership
Interests);B.
    
    The Company, directly or indirectly, owns all of the membership interests or
stock of the companies set forth on Schedule 1.1 (other than Highland Marine,
LLC in which a subsidiary of the Company has a 25% interest), among them L&L Oil and
Gas Services, L.L.C., a Delaware limited liability company, that is engaged in the
providing of fuel and lubricant services, primarily to companies engaged in the oil and
gas industry in Louisiana, Texas and other states (the Business); andC.
    
    Seller has decided to sell all of the Membership Interests, and Buyer desires
to purchase the Membership Interests on the terms and conditions set forth in this
Agreement.
  
  
 The Closing




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Consideration
 Purchase Price
 Stated Consideration
   minus
 Working Capital Adjustment
  -2-




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Representations and Warranties of Seller
 -3-




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Title to Membership Interests
 Authority to Execute, Deliver and Perform this Agreement
 No Violation of Laws.
 Organization of Company.
 Subsidiaries. Schedule 3.1.5
 -4-




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Qualification
 Litigation Schedule 3.1.7 Schedule 3.1.7
 Capitalization
 Schedule 3.1.8(a) Schedule 3.1.8(a)
  Consents and Approvals; No Violation Schedule
3.1.9
   -5-




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Financial Statements
 Books and Records .
 Accounts Receivable.
 -6-




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Title to Assets Schedule 3.1.13 Schedule 3.1.13
 Owned Real Property Schedule 3.1.13(a)
 Leasehold Property Interests Schedule 3.1.13(b)
 Improvements Schedule 3.1.13(c)
 Highland Schedule 3.1.13(d)
 Other Assets Schedule 3.1.13(e)
 Schedule 3.1.13(f)
  -7-




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Inventory Schedule 3.1.14
 No Undisclosed Liabilities Schedule 3.1.15
 Contracts; No Defaults Schedule 3.1.16
    -8-




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Schedule 3.1.16(d)
 Schedule 3.1.26
     provided Schedule 3.1.16 Schedule 3.1.16
 Brokers and Finders
 -9-




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Insurance Schedule 3.1.18 Schedule 3.1.18
 Compliance with Applicable Laws
 Tax Matters Schedule 3.1.20
    -10-




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Environmental Matters Schedule 3.1.21
  -11-




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Schedule
3.1.21(f)
  -12-




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-13-




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Schedule 3.1.21(q)
  Employee Plans Schedule 3.1.22 Schedule
3.1.22
 -14-




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Employees Schedule 3.1.23 i.e Schedule 3.1.23 Schedule 3.1.23 Schedule 3.1.7
 -15-




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Labor Relations
 Absence of Certain Changes Schedule 3.1.25
   -16-




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Customers and Suppliers Schedule 3.1.26
 Discontinued Business Schedule 3.1.27
 
 Representations and Warranties of Buyer
 Organization of Buyer ,
 -17-




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Authority to Execute, Deliver and Perform This Agreement
 No Violation of Laws, Agreements; No Liens
 No Governmental Consents
 Brokers and Finders
 No Litigation
 Available Funds
 -18-




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Private Placement
 Suitability
 Access to Information
 Investment Intent
   -19-




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Rights of Inspection
 Cooperation
 Preservation of Business
 -20-




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Obtaining Consents and Approvals
    Obtaining Insurance Policy
 -21-




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Conduct of Business Pending Closing
 Business in the Ordinary Course
 Encumbrance and Maintenance of Assets; Incurring Liabilities
     No Solicitation
 -22-




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Delivery of Property Received after Closing
 Cooperation on Claims
 Records Retention
 Access to Books and Records after Closing; Financial Statements.
 -23-




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Responsibility for Filing Tax Returns and Paying Taxes
   Responsibility for Tax Audits and Contests
 Transfer Taxes
 
 Buyers Conditions
  -24-




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-25-




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-26-




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Schedule 3.1.9
   Sellers Conditions
     -27-




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Indemnification by Seller THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE
IN ANY WAY OR TO ANY EXTENT RELATED TO OR ARISING FROM, IN WHOLE OR IN PART, UNDER ANY CLAIM OR
THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY
KIND BY ANY BUYER INDEMNITEE, WHETHER UNDER STATUTE OR UNDER COMMON LAW
 Indemnification by Buyer THE FOREGOING INDEMNIFICATION WILL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY
WAY OR TO ANY EXTENT RELATED TO OR ARISING FROM, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF
STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY
SELLER INDEMNITEE, WHETHER UNDER STATUTE OR UNDER COMMON LAW
 -28-




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Third-Party Claims
      Certain Limitations
 -29-




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-30-




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Exclusive Remedies
 Waiver of Consequential Damages
 Tax Treatment of Indemnity Payments
 
 Termination
    -31-




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Procedure and Effect of Termination
    
 Defined Terms
    -32-




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-33-




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-34-




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provided
       -35-




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-36-




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Schedule 3.1.7
 Further Assurances
   Expenses
 Notices
  
 -37-




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littnerfam@screaming.net
  
  
  -38-




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Assignment
 Waivers
 Complete Agreement
 Governing Law
 Third Parties; Amendment and Termination
 Remedies Upon Default
   -39-




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Consent to Jurisdiction; Venue
   No Waiver
 Separability of Provisions
 Headings
 Exhibits
 Actual Knowledge or Knowledge
 Counterparts
 Press Releases; Confidentiality
 -40-




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Injunctive Relief
  -41-




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BUYER:
GREENHUNTER ENERGY, INC.By:
    /s/ Gary C. EvansName:
    Gary C. EvansTitle:
    Chairman, President and CEOSELLER:
ASPIRE OIL SERVICES LIMITEDBy:
    /s/ Claude LittnerName:
    Claude LittnerTitle:
    ChairmanBy:
    /s/ A. H. MallettName:
    A. H. MallettTitle:
    Director -42-