f8kjuly3009ex10i_grnenergy.htm


    STOCK
PURCHASE ACQUISITION AGREEMENT

     

    Of

     

    COMANCHE
LIVESTOCK EXCHANGE, L.L.C.

     

    By

     

    GREEN
ENERGY LIVE, INC.

     

     

    


    
      
        	
                SECTION
      1 CLEL / PROPERTY

              	
                1

              
	
                SECTION
      2 CLOSING DATE / DELIVERY / FULL PAYMENT

              	
                2

              
	
                SECTION
      3 PURCHASE PRICE / NOTE / CONDITIONS

              	
                2

              
	
                SECTION
      4 DUE DILIGENCE.

              	
                3

              
	
                SECTION
      5 REPRESENTATIONS AND WARRANTIES OF GELV

              	
                3

              
	
                SECTION
      6 REPRESENTATIONS AND WARRANTIES OF THE SOLE OWNE

              	
                4

              
	
                SECTION
      7 TRANSITION
      OBLIGATIONS                                                                                                                                  

              	
                4

              
	
                SECTION
      8 CONDITIONS
      PRECEDENT                                                                                                                                  

              	
                6

              
	
                SECTION
      9 CLOSING /
      PERFORMANCE                                                                                                                                  

              	
                7

              
	
                SECTION
      10 NOTICE OF DEFAULT AND ADVERSE DEVELOPMENTS

              	
                8

              
	
                SECTION
      11 TERMINATION OF THIS
      AGREEMENT                                                                                                                                  

              	
                9

              
	
                SECTION
      12 GENERAL
      PROVISIONS                                                                                                                                  

              	
                9

              
	 	 
	
                Articles
      of Incorporation of
      CLEL                                                                                                                               

              	
                13

              
	
                The
      Bylaws of
      CLEL                                                                                                                               

              	
                14

              
	
                Audited
      Financial Statements of CLEL, dated FY 2008 and FY
      2007                                                                                                                               

              	
                15

              
	
                Six-month
      or Quarterly Financial Statements for the period January 2009 through June
      2009

              	
                16

              
	
                Real
      Estate Contract included in this
      Acquisition                                                                                                                               

              	
                17

              


      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      


      
      

      This
STOCK PURCHASE ACQUISITION AGREEMENT (the "AGREEMENT") is entered into as when
both parties below sign and comes into effect on the same day by and
between:

      


      
        	
                1.  

              	
                The
      Sole Owner (“Sole Owner”) of Comanche Livestock Exchange, LLC, located at
      Highway 67/377, Comanche, Texas 76442;
and

              


      

       

      


      
        	
                2.  

              	
                Green
      Energy Live, Inc., a Nevada corporation, (“GELV”), located at 1740 44th
      Street, Suite 5-230, Wyoming, Michigan
  49519-6443.

              


      

      


      WHEREAS:
Sole Owner has the intention to exchange or sell all of their interests
(“Interests”) in CLEL to GELV, and GELV has the intention to purchase those same
Interests.

      


      NOW,
THEREFORE, upon their own separate consultation, the Parties hereby enter into
this Agreement as follows:

       

      
        	
                SECTION
      1  

              	
                CLEL
      / PROPERTY

              


      

       

      
        	
                1.1  

              	
                Main CLEL
      Description.  The assets represented under the Interests
      to be exchanged under this Agreement are Comanche Livestock Exchange, Inc,
      and its subsidiaries. (“CLEL ”), as well as all tangible/intangible
      property owned by CLEL.

              


      

      


      
        	
                a)  

              	
                CLEL
      is in the business of auctioning for large and small cattle
      producers.

              


      

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
 

      
        	
                1.2  

              	
                Real Property as described in
      Exhibit E.  An asset also purchased under this Agreement
      is the land/property as described under Exhibit
  E

              


      

      


      
        	
                1.3  

              	
                Other
      Assets.  All CLEL assets associated with the running of
      CLEL, including, but not limited to the name usage and goodwill, licenses,
      contracts, franchises, and other miscellaneous and intangible
      personal/CLEL property associated with
CLEL.

              


      

       

      
        	
                SECTION
      2  

              	
                CLOSING
      DATE / DELIVERY / FULL PAYMENT

              


      

       

      
        	
                2.1  

              	
                Date, time and place of
      closing.  This transaction shall close 1) upon signing
      this Agreement, the attached employment agreement with Dean Cagle, the
      attached Comanche Real Estate contract, and the attached Comanche
      Promissory Note for Nine Hundred Fifty Thousand
      Dollars  (US$950,000) Note (“Note”)(See Section 3), and 2) upon
      delivery of a Fifty Thousand Dollars (US$50,000.00) (Earnest Money) in the
      form of Green Energy Live, Inc. stock issuance to
  Seller.

              


      

      


      
        	
                2.2  

              	
                Delivery.

              


      

      


      
        	
                a)  

              	
                Delivery,
      which includes the Interests, property, and operations (the
      “Deliverables”), shall take place upon closing under Section
      2.1.  Those Deliverables shall be returned in full if Note is
      not paid per Section 3.

              


      

      


      
        	
                2.3  

              	
                Restoration.  If
      any part of CLEL is damaged or destroyed by fire or other casualty loss,
      Sole Owner shall restore CLEL to its previous condition as soon as
      reasonably possible, but, in any event, by the Closing
    Date.

              


      

      


      
        	
                a)  

              	
                If
      Sole Owner is unable to do so without fault, GELV may either (1) terminate
      this contract and any and all payments shall be refunded to GELV in full,
      or (2) the parties may agree to extend the time for performance up to 45
      days and the Closing Date shall be extended as necessary or (3) GELV may
      accept CLEL in its damaged condition and accept an assignment of insurance
      proceeds. If CLEL is totally destroyed by fire, windstorm, or other
      catastrophe this contract shall become null and void and the Earnest
      Interests shall be refunded to GELV in
full.

              


      

       

      
        	
                SECTION
      3  

              	
                PURCHASE
      PRICE / NOTE / CONDITIONS

              


      

       

      


      
        	
                a)  

              	
                Sole Owner’ Interest
      Purchase.  Sole Owner shall have satisfied all clauses
      under this agreement.  The following are the stock purchase
      conditions:

              


      

      


      
        	
                i.  

              	
                Purchase Amount. One
      Million Dollars (US$1,000,000) as follows: Fifty Thousand Dollars
      (US$50,000.00) (“Earnest Money”) in the form of Green Energy Live, Inc.
      stock issuance to Seller and Nine hundred Fifty Thousand Dollars
      (US$950,000.00) Note (“Note”) for all interests of Sole Owner in
      CLEL.

              


      

      


      
        	
                ii.  

              	
                Note Payment Terms. The
      Note shall be paid in the following
manner:

              


      

      


      
        	
                1.  

              	
                US$450,000
      paid approximately 60 days after effective SEC registration of
      GELV;

              


      

      
        	
                2.  

              	
                US$250,000
      within 12 months of Closing Date;
and

              


      

      
        	
                3.  

              	
                Balance
      of US$250,000 within 24 months of Closing
Date.

              


      

       

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      
        	
                iii.  

              	
                Financial Audits and SEC
      Registration.  Sole Owner agree and represent their
      understanding that payment of the Note and this Agreement is dependent
      upon CLEL completing a PCAOB certified financial audit, paid for and
      handled by GELV, and a GELV successful registration statement with the
      Securities and Exchange Commission (“SEC”) by September 15,
      2009.  See Section 3(c).

              


      

      


      
        	
                b)  

              	
                The Sale Amount
      Allocation.  $850,000 shall be applied to the Property as
      described under Section 1.2 and $150,000 shall be applied to the Interests
      as described in Section 1.1.

              


      

      


      
        	
                c)  

              	
                Successful
      Audit.  The Purchase
      contemplated under this agreement by GELV is dependent upon a successful
      audit of the financial status of CLEL and its assets
      that GELV is fully reporting on the Securities and
      Exchange Commission (SEC).  The audit shall be conducted
      by an accounting firm chosen by GELV.  GELV shall pay all
      expenses associated to this condition.  In the event GELV
      are unable to obtain approval of the SEC, Sole Owner may terminate this
      contract subject to the provisions of Paragraph
  11.

              


      

      


      
        	
                d)  

              	
                Purchase Price based on No Debt
      in CLEL.  The Purchase Price is
      based upon no debt in CLEL.  Any debt incurred prior to
      acquisition of Interests shall be deducted from the Note, unless Sole
      Owner personally retains such debt.  Any debt incurred for
      normal business operations, after
      acquisition of Interests, shall be incurred by CLEL and
    GELV.

              


      

       

      
        	
                SECTION
      4  

              	
                DUE
      DILIGENCE.

              


      

       

      
        	
                4.1  

              	
                Site
      Inspection.  This Agreement is subject to site inspection
      of the property under Section 1.  The property and assets under
      Section 1 shall be in reasonable condition for proper use in the business
      of CLEL.  A site inspection shall take place concurrently with
      the audit of CLEL and shall have the same termination provisions under
      Section 11.3(a)

              


      

      


      
        	
                4.2  

              	
                Exhibits. By the Closing
      Date, Sole Owner shall provide all documents requested by GELV including
      but not limited to the following:

              


      

      


      
        	
                a)  

              	
                Articles
      of Incorporation of CLEL (“Exhibit
A”).

              


      

      


      
        	
                b)  

              	
                The
      By-Laws of CLEL. (“Exhibit B”).

              


      

      


      
        	
                c)  

              	
                Audited
      Full Year Financial Statements of CLEL dated FY 2008 and FY 2007 (“Exhibit
      C”).

              


      

      


      
        	
                d)  

              	
                Six-month
      or Quarterly Financial Statements for the period January 2009 through June
      2009 (“Exhibit D”).

              


      

      


      
        	
                e)  

              	
                Real
      Estate Contract included in this Acquisition (“Exhibit
  E”).

              


      

      


      
        	
                f)  

              	
                Additional
      information listed in SECTION 7

              


      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

       

      
        	
                SECTION
      5  

              	
                REPRESENTATIONS
      AND WARRANTIES OF GELV

              


      

       

      
        	
                5.1  

              	
                GELV
      warrants that its stock is registered on a public
  market.

              


      

      


      
        	
                5.2  

              	
                GELV
      shall have the means to perform financial audits of
  CLEL.

              


      

       

      
        	
                SECTION
      6  

              	
                REPRESENTATIONS
      AND WARRANTIES OF THE SOLE OWNER

              


      

       

      The Sole
Owner hereby jointly and severally make the following representations and
warranties to GELV, all of which shall be true and correct as of the date of
this Agreement and on the Closing Date:

      


      
        	
                6.1  

              	
                100% Ownership of
      CLEL.  Sole Owner owns 100% of CLEL, and hereby
      represents that there are no other owners or third party liens against
      such ownership of CLEL.

              


      

      


      
        	
                6.2  

              	
                Title to Real CLEL.
      After Closing, GELV shall have, good and marketable title to all
      CLEL assets reflected in the Financial
  Statements

              


      

      


      
        	
                6.3  

              	
                Financial Condition. The
      financial statements of Sole Owner set forth in Exhibit D, fairly
      represent (in accordance with generally accepted accounting principles
      except as otherwise set forth in Notes thereto consistently applied) the
      financial condition and results of operations of Sole Owner at and for
      period reported thereon. There exists no material adverse change in such
      financial condition or results of operations of the Sole Owner since
      January 1, 2008, copies of which have been provided to GELV and which
      fairly present the financial condition and results of operations of the
      Sole Owner; provided, however, that GELV understands and acknowledges that
      the continuation of trends reflected in the Financial Statements shall not
      constitute a material adverse
change.

              


      

      


      
        	
                6.4  

              	
                No Right of Termination by
      Major Customers or Suppliers. There are no grounds that would allow
      any of the Sole Owner’ ten (10) largest (by level of revenue received by
      CLEL ) CLEL customers, or any of the Sole Owner’ major suppliers to
      terminate their existing service
contracts.

              


      

      


      
        	
                6.5  

              	
                Maintain Lease to
      CLEL.  If CLEL operates on property currently not owned
      by CLEL Business, but by Sole Owner, Sole Owner warrants he will continue
      to lease CLEL of which CLEL is currently located to CLEL at the same or
      lesser monthly rate.  At the time of Closing, the Sole Owner
      shall extend a long-term lease with GELV for CLEL
  use.

              


      

      


      
        	
                6.6  

              	
                Tax Liabilities. CLEL
      does not have any federal, state or foreign tax liability that may be
      assessed against or collected from GELV as a successor of the Sole Owner
      or otherwise.  CLEL has paid all taxes due and payable; has
      established adequate reserves for any taxes not yet due and payable; has
      timely filed all tax returns required to be filed; and does not have any
      current or pending tax audits.  There are no CLEL assets that
      are subject to any liens for taxes.

              


      

       

      
        	
                SECTION
      7  

              	
                TRANSITION
      OBLIGATIONS

              


      

       

      
        	
                7.1  

              	
                Operation
      of the CLEL Business after Closing.

              


      

      


      
        	
                a)  

              	
                CLEL
      shall become a subsidiary of GELV.  After the Closing Date, the
      Sole Owner shall remain an employee of CLEL for two (2) years (Sole Owner
      shall have a salary of $50,000 total a year, or such larger amount as the
      Board may from time to time determine) and shall operate CLEL in the
      ordinary course and shall use his best efforts to maintain favorable
      relationships with CLEL customers and suppliers.  There shall be
      an option to renew employment for another two years, subject to approval
      by the GELV board of directors.  A separate employment agreement
      accompanies this document with further terms and conditions that have been
      agreed upon by both parties.

              


      

      


      
        	
                b)  

              	
                The
      Sole Owner, as employee after the Closing Date, shall maintain an average
      of a minimum Yearly Net Profit of  Fifty Thousand Dollars
      (US$50,000 Net Profit)  for the next two (2) years after
      Closing.

              


      

      


      
        	
                c)  

              	
                If
      and to the extent that the Sole Owner has been making any payments on any
      leases or executory contracts, the Sole Owner shall continue to make such
      payments.  Such payments shall be disclosed to
    GELV.

              


      

      


      
        	
                7.2  

              	
                Employee
      Matters.

              


      

      


      
        	
                a)  

              	
                Until
      the Note is paid in full, Sole Owner shall continue to handle Employee
      Matters so as to not disrupt CLEL.

              


      

      


      
        	
                7.3  

              	
                No Conflicting
      Agreements. No Party shall enter into any agreement that would
      adversely affect (i) its ability to perform its obligations under this
      Agreement, or (ii) the rights of any other Party under this Agreement or
      the Procedures Order.

              


      

      


      
        	
                7.4  

              	
                Financial and Budgetary
      Information.  The Sole Owner shall work with GELV to have
      CLEL’s and its assets’ financial and budgetary information audited by a
      certified public accounting firm, and must be acceptable under by both
      GAAP and SEC standards.

              


      

      


      
        	
                7.5  

              	
                Filing
      and Audit Cooperation.

              


      

      


      
        	
                a)  

              	
                The
      Sole Owner and GELV shall (i) cause any necessary filings with any
      governmental agency to be made expeditiously, and (ii) obtain or cooperate
      in obtaining any necessary government or third-party approvals (including,
      without limitation, any filings or registrations with the SEC or state
      securities regulatory authorities). In addition, each of the Parties
      agrees to use its best efforts to expeditiously prepare, file and seek
      confirmation of this Agreement.

              


      

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
 

      
        	
                b)  

              	
                After
      the Closing Date, the Sole Owner shall provide GELV and/or its
      representatives, agents and designees with (i) reasonable access to the
      CLEL books and records, employees, agents, accountants, advisors and other
      representatives, and (ii) such other persons and information as GELV shall
      request with respect to the assets, liabilities and equity of CLEL;
      provided, however, that any such access shall only be given during normal
      CLEL hours; provided further that any reasonable fees, costs and expenses
      incurred or suffered by the Sole Owner in connection with providing such
      access shall be paid by GELV.

              


      

      


      
        	
                7.6  

              	
                Further Assurances.
      After the Closing, (i) the Sole Owner shall, at the request of GELV, take
      such additional actions, and execute and deliver such additional documents
      and instruments, as may be reasonably necessary or appropriate to effect
      the transactions contemplated by, and to carry out the intent of, this
      Agreement, and (ii) GELV shall, at the request of the Sole Owner, take
      such additional actions, and execute and deliver such additional documents
      and instruments, as may be reasonably necessary or appropriate to effect
      the transactions contemplated by, and to carry out the intent of, this
      Agreement.

              


      

      


      
        	
                7.7  

              	
                Amendment to CLEL Corporate
      Documents.  Any Certificate of Incorporation and By-laws
      of CLEL, on or prior to the Closing Date, if and to the extent directed by
      GELV, the certificate of incorporation and by-laws of CLEL shall be
      amended to be in form and substance satisfactory to
  GELV.

              


      

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
 

       

      
        	
                SECTION
      8  

              	
                CONDITIONS
      PRECEDENT

              


      

       

      
        	
                8.1  

              	
                Mutual Conditions. The
      obligations of the Sole Owner and GELV under this Agreement are subject to
      the satisfaction of each of the following
  conditions:

              


      

      


      
        	
                a)  

              	
                Authorizations. All
      Authorizations required to consummate the transactions under this
      Agreement shall have been obtained.

              


      

      


      
        	
                8.2  

              	
                Conditions to obtain GELV's
      Obligations. In addition to satisfaction of the mutual conditions
      set forth in Section 8.1 of this Agreement, the obligations of GELV under
      this Agreement shall be subject to the satisfaction of each of the
      following conditions:

              


      

      


      
        	
                a)  

              	
                Representations and Warranties
      of the Sole Owner. The representations and warranties of the Sole
      Owner in this Agreement shall be true and correct on the Closing Date as
      if made on and as of that date, except for changes occurring in the
      ordinary course of CLEL (provided that such changes do not have a material
      adverse effect on CLEL taken as a whole), or with the prior written
      consent of GELV.

              


      

      


      
        	
                b)  

              	
                Sole Owner owns 100% of CLEL.
      The Sole Owner hereby represents that they are the Sole Owner of
      CLEL, its subsidiaries, and the assets under these
      businesses.  The Sole Owner shall indemnify GELV for any
      misrepresentation of ownership or claims against ownership of
      CLEL.

              


      

      


      
        	
                c)  

              	
                Compliance with
      Conditions. All of the terms, conditions, covenants and agreements
      to be complied with or performed by the Sole Owner under this Agreement on
      or before the Closing Date shall have been duly complied with or performed
      in all material respects.

              


      

      


      
        	
                d)  

              	
                No Material Change.
      There shall have been no material adverse change in the operations of
      CLEL.

              


      

      


      
        	
                e)  

              	
                Material Documents Satisfactory
      to GELV.  All required documents from Sole Owner shall be
      in form and substance reasonably satisfactory to
  GELV.

              


      

      


      
        	
                f)  

              	
                Closing Documents. The
      Sole Owner shall deliver to GELV all the closing documents specified in
      Section 9.2(a) of this Agreement, each of which shall be dated as of the
      Closing Date, duly executed and in a form reasonably satisfactory to
      GELV.

              


      

      


      
        	
                g)  

              	
                No GELV Termination
      Event.  No GELV Termination Event shall have occurred
      (other than GELV Termination Events, if any, that have been waived by GELV
      in writing).

              


      

      


      
        	
                h)  

              	
                No Default Notice or
      Termination Notice. GELV has not sent (i) any uncured Default
      Notice to Sole Owner (other than Default Notices, if any, that have been
      rescinded or waived by GELV in writing), or (ii) a Termination Notice to
      Sole Owner.

              


      

      


      
        	
                i)  

              	
                Pre-Closing Balance
      Sheet. GELV shall have received the Pre- Closing Balance Sheet at
      least five (5) business days prior to the Closing Date, which shall be in
      form and substance reasonably satisfactory to
  GELV.

              


      

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      
 

      
        	
                8.3  

              	
                Conditions to obtain Sole
      Owner’s Obligations. In addition to satisfaction of the mutual
      conditions set forth in Section 8.1 of this Agreement, the obligations of
      the Sole Owner under this Agreement shall be subject to satisfaction of
      each of the following conditions:

              


      

      


      
        	
                a)  

              	
                Representations and Warranties
      of GELV. The representations and warranties of GELV in this
      Agreement shall be true and correct in all material respects on the
      Closing Date as if made on and as of that
date

              


      

      


      
        	
                b)  

              	
                Compliance with
      Conditions. All of the terms, conditions, covenants and agreements
      to be complied with or performed by GELV or GELV on or before the Closing
      Date under this Agreement shall have been duly complied with or performed
      in all material respects.

              


      

      


      
        	
                c)  

              	
                Closing Documents. GELV
      shall deliver to Sole Owner all the closing documents specified in Section
      9.2(b) of this Agreement, each of which shall be dated as of the Closing
      Date, duly executed and in a form reasonably satisfactory to Sole
      Owner.

              


      

      


      
        	
                d)  

              	
                No Default Notice. Sole
      Owner has not sent (i) any Default Notice to GELV (other than Default
      Notices, if any that have been rescinded or waived by Sole Owner in
      writing), or (ii) a Termination Notice to
GELV.

              


      

      


      
        	
                e)  

              	
                No Sole Owner’s Termination
      Event. No Sole Owner’s Termination Event shall have occurred (other
      than Sole Owner’s Termination Events, if any, that have been waived by
      Sole Owner in writing).

              


      

       

      
        	
                8.4  

              	
                Waiver of Conditions
      Precedent. If any condition described in this Section 8 has not
      been satisfied, the Party that is entitled to require that such condition
      be satisfied may (in its sole discretion) waive such
      condition.

              


      

       

      
        SECTION
9    CLOSING
/ PERFORMANCE

      

       

      
        	
                9.1  

              	
                Closing Date. The
      transactions contemplated by this Agreement shall close (the "Closing")
      per Section 2.1.

              


      

      


      
        	
                9.2  

              	
                Performance at Closing.
      The following documents shall be executed and delivered at the
      Closing:

              


      

      


      
        	
                a)  

              	
                 By Sole Owner. The Sole
      Owner shall deliver to GELV:

              


      

      


      
        	
                i.  

              	
                Certificates
      of the officers or partners of CLEL in form and substance reasonably
      satisfactory to GELV with respect to such matters as GELV may reasonably
      request (including, but not necessarily limited to, a certificate with
      respect to each Sole Owner that (i) all conditions precedent to be
      satisfied by such Sole Owner under this Agreement have been satisfied in
      all material respects, (ii) such Sole Owner has performed all of its
      duties under this Agreement in all material respects, (iii) the
      representations and warranties of such Sole Owner in this Agreement are
      true and correct on the Closing Date, except for changes occurring in the
      ordinary course of the CLEL (provided that such changes do not have a
      material adverse effect on the CLEL taken as a whole), or with the prior
      written consent of GELV, and (iv) evidencing the incumbency and signatures
      of such CLEL officers authorized to act on behalf of such Sole Owner with
      respect to the transactions contemplated by this
  Agreement.

              


      

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
 

      
        	
                ii.  

              	
                To
      the extent deemed necessary or appropriate by GELV, such bills of sale,
      warranty deeds and other instruments of transfer and assignment as GELV
      may reasonably request to insure the full conveyance of the Interests to
      GELV.

              


      

      


      
        	
                iii.  

              	
                Copies
      of all Authorizations required to be obtained by the Sole Owner to
      consummate the transactions contemplated by this
  Agreement.

              


      

      


      
        	
                iv.  

              	
                Certified
      copies of the resolutions of each Sole Owner’s board of directors or
      partners then in full force and effect authorizing the transactions
      contemplated by this Agreement and the execution of all of the documents
      entered into by such Sole Owner to effectuate such
      transactions.

              


      

      


      
        	
                v.  

              	
                Opinions
      of Sole Owner’s counsel with respect to such matters as GELV shall
      reasonably request, which opinions shall be in form and substance
      reasonably satisfactory to GELV.

              


      

      


      
        	
                vi.  

              	
                Physical
      possession of original copies of all Assets that constitute contracts,
      agreements, securities and similar assets, and (iii) all of the
      Records.

              


      

      


      
        	
                vii.  

              	
                An
      updated schedule of all liabilities and obligations to be assumed or paid
      by GELV and/or its subsidiaries.

              


      

      


      
        	
                b)  

              	
                By GELV.  GELV
      shall deliver to Sole Owner:

              


      

      


      
        	
                i.  

              	
                Copies
      of the resolutions of GELV's board of directors then in full force and
      effect authorizing the transactions contemplated by this Agreement and the
      execution of all of the documents entered into by GELV to effectuate such
      transactions.

              


      

      


      
        	
                ii.  

              	
                Opinions
      of GELV's counsel with respect to such matters as Sole Owner shall
      reasonably request, which opinions shall be in form and substance
      reasonably satisfactory to the Sole
Owner.

              


      

      


      
        	
                9.3  

              	
                Other Documents and
      Acts. The Sole Owner and GELV shall also execute such other
      documents and perform such other acts, before and after the Closing Date,
      as may be reasonably necessary or appropriate for the consummation of the
      Transactions.

              


      

       

      
        	
                SECTION
      10 

              	
                NOTICE
      OF DEFAULT AND ADVERSE DEVELOPMENTS

              


      

       

      


      
        	
                10.1  

              	
                Notice of Default. If
      any Party determines that any other Party is in default of its material
      obligations, or has breached any of its representations and warranties in
      any material respect, under this Agreement, such Party shall provide the
      defaulting Party and the other non-defaulting Parties with notice (a
      "Default Notice") specifying in reasonable detail the nature of such
      default or breach; provided, however, that delivery of a Default Notice by
      any Party to a defaulting Party shall not constitute a waiver of (i) any
      default or breach by the defaulting Party, or (ii) any rights or remedies
      under this Agreement of any non-defaulting
  Party.

              


      

      


      
        	
                10.2  

              	
                Notice of Adverse
      Developments. Each Party shall promptly notify the other Parties of
      each development known to such Party that may have a material adverse
      effect on the operation of the Sole Owner’s CLEL or any of the Assets;
      provided, however, that the compliance by the Sole Owner shall not relieve
      the Sole Owner of any obligation with respect to their representations,
      warranties, covenants and agreements in this Agreement or waive any
      condition to GELV's obligations under this
  Agreement,

              


      

      


       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

       

      
        	
                SECTION
      11 

              	
                TERMINATION
      OF THIS AGREEMENT

              


      

       

      
        	
                11.1  

              	
                By Any Party. If any
      Party has delivered a Default Notice to the other Parties pursuant to
      Section 10 of this Agreement and the default described in such notice has
      not been cured within thirty (30) days after delivery of such notice, then
      the Party giving such notice may terminate this
  Agreement.

              


      

      


      
        	
                11.2  

              	
                Failure to obtain Financial
      Audits.  If CLEL cannot obtain either a PCAOB certified
      financial audit or a successful registration statement with the SEC by
      September 15, 2009, this Agreement shall terminate.  The parties
      may extend this requirement date by mutual
  agreement.

              


      

      


      
        	
                11.3  

              	
                Notice of Termination.
      Any Party that elects to exercise its right to terminate this Agreement
      pursuant to this Section of this Agreement may do so by sending a written
      notice (a "Termination Notice") to the other Parties in the manner
      provided in Section 12.2 of this Agreement. In the event of any
      termination of this Agreement, the Parties shall have no further
      obligations or liabilities to one another under this
      Agreement.

              


      

      


      
        	
                a)  

              	
                Returning to Conditions
      existing prior to Closing Date.  If in the event that
      Section 7.1(b) is not obtained, GELV shall return all Interests to Sole
      Owner.  Sole Owner shall return all Payments under Section
      3.  Sole Owner shall not retain any payments.  All
      Parties shall proceed to complete all filings to come back to the
      conditions prior to the Closing Date as reasonably as
      possible.  The Note shall be
  terminated.

              


      

       

      
        	
                SECTION
      12

              	
                GENERAL
      PROVISIONS

              


      

       

      
        	
                12.1  

              	
                Expenses. Except as
      otherwise provided in this Agreement and the Procedures Order, all
      expenses involved in the preparation and consummation of this Agreement
      shall be borne by the Party incurring such expense whether or not the
      transactions contemplated by this Agreement are
      consummated.  All filing and auditing expenses related to this
      acquisition shall be paid by GELV.  Each party shall engage
      their own legal counsel.

              


      

      


      
        	
                12.2  

              	
                Notices. All notices,
      requests, demands, and other communications pertaining to this Agreement
      shall be in writing and shall be deemed duly given when delivered
      personally (which shall include delivery by (i) Federal Express or other
      nationally recognized, reputable overnight courier service that issues a
      receipt or other confirmation of delivery, or (ii) fax upon confirmation
      of delivery) to the Party for whom such communication is intended, or
      three (3) business days after the date mailed by certified or registered
      U.S. mail, return receipt requested, postage prepaid, addressed as
      follows:

              


      

      


      
        	
                If
      to the Sole Owner:

              	
                Comanche
      Livestock Exchange, LLC

                Highway
      67/377

                Comanche,
      Texas 76442

                 

              
	
                If
      to GELV:

              	
                1740
      44th Street, Suite 5-230, Wyoming, Michigan 49519-6443

                 

              
	
                With
      a copy to:

                 

              	
                Cident
      Law Group PLLC

                ATTN:
      Matthew Maza

                410
      Broadway Ave East #361

                Seattle,
      Washington 98102

              


      

      


      Any Party
may change its address for notices by notice to the other Parties given pursuant
to this Section 12.2. For purposes of this Agreement, any notice delivered to
Sole Owner shall be deemed to have been given to all of the other Sole Owner at
the time such notice is delivered to Sole Owner and any notice delivered to GELV
shall be deemed to have been given to GELV.

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
 

      
        	
                12.3  

              	
                Attorneys' Fees. If any
      Party initiates any litigation against any other Party involving this
      Agreement prior to the Closing Date, each prevailing Party in any such
      litigation shall be entitled to receive reimbursement from the other
      Parties in that litigation of such prevailing Party's reasonable
      attorneys' fees and other costs and expenses incurred by such prevailing
      Party in connection with that litigation, including any appeal, and such
      reimbursement may be included in the judgment or final order issued in
      that proceeding.

              


      

      


      
        	
                12.4  

              	
                Waiver. Unless otherwise
      specifically agreed in writing to the contrary by each adversely affected
      Party: (i) the failure of any Party at any time to require performance by
      the other of any provision of this Agreement shall not affect such Party's
      right thereafter to enforce the same; (ii) no waiver by any Party of any
      default by any other Party shall be valid unless in writing and
      acknowledged by an authorized representative of the non-defaulting Party,
      and no such waiver shall be taken or held to be a waiver by the
      non-defaulting Party of any other preceding or subsequent default; and
      (iii) no extension of time granted by any Party for the performance of any
      obligation or act by the any other Party shall be deemed to be an
      extension of time for the performance of any other obligation or act under
      this Agreement.

              


      

      


      
        	
                12.5  

              	
                Assignment; Survival of
      Representations, Warranties and Covenants. Except as otherwise
      contemplated by this Agreement, no Party may assign its rights or delegate
      its obligations under this Agreement without the prior written consent of
      the other Parties. Subject to the foregoing, this Agreement shall be
      binding upon and shall inure to the benefit of the Parties and their
      respective successors and assigns, and no other person shall acquire or
      have any right under or by virtue of this Agreement. The representations
      and warranties of the Sole Owner in this Agreement shall expire on the
      Closing Date and neither the Sole Owner nor GELV shall have any liability
      to any Person after the Closing Date for any breach of any of its
      representations, warranties, covenants or agreements under this Agreement;
      provided, however, that notwithstanding anything to the contrary in this
      Agreement, the following shall survive the termination of this Agreement:
      (i) GELV's obligations under Section 12.1 of this Agreement, (ii) the
      post-closing obligations of the Parties set forth in Section 7 of this
      Agreement, and (iii) the Sole Owner’s obligation under Section 12.1 of
      this Agreement.

              


      

      


      
        	
                12.6  

              	
                Entire Agreement. This
      Agreement and the Exhibits and Schedules to this Agreement (which are
      incorporated by reference in this Agreement), constitute the entire
      agreement among the Parties with respect to the Transactions, and
      supersede and terminate any prior agreements (including, but not limited
      to, the Plan Sponsor Agreement) between the Parties (written or
      oral).  Neither this Agreement nor any Exhibit or Schedule may
      be altered or amended except by an instrument in writing by all of the
      Parties.

              


      

      


      
        	
                12.7  

              	
                Duplicate Originals.
      This Contract may be executed in multiple counterparts and shall be deemed
      to be fully executed when each of the parties hereto has signed one of the
      counterparts, even though no one of the counterparts has been signed by
      all of the parties hereto and all counterpart signature pages have been
      exchanged between all parties. A facsimile copy of this Contract,
      including any signature thereon, may be considered an original for all
      purposes. Upon exchange of facsimile copies resulting in each party’s
      having one set of copies with all required signatures, the document shall
      be deemed fully executed and binding. Signature pages signed on multiple
      counterparts may be separated from each counterpart and affixed to one
      master document which shall be effective as the Contract and which may be
      recorded as one instrument.

              


      

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      
 

      
        	
                12.8  

              	
                Construction. The
      Section headings of this Agreement are for convenience only and in no way
      modify, interpret or construe the meaning of specific provisions of this
      Agreement. As used in this Agreement, the neuter gender shall also denote
      the masculine and feminine, and the masculine gender shall also denote the
      neuter and feminine, where the context so
  permits.

              


      

      


      
        	
                12.9  

              	
                Severability. If any one
      or more of the provisions contained in this Agreement should be found
      invalid, illegal or unenforceable in any respect, the validity, legality,
      and enforceability of the remaining provisions contained in this Agreement
      shall not in any way be affected or impaired thereby. Any illegal or
      unenforceable term shall be deemed to be void and of no force and effect
      only to the minimum extent necessary to bring such term within the
      provisions of applicable law and such term, as so modified, and the
      remainder of this Agreement shall then be fully
    enforceable.

              


      

      


      
        	
                12.10  

              	
                Choice of Law / Venue.
      This Agreement shall be governed by and construed in accordance with the
      laws of the State of Texas, without regard to the choice of law rules
      utilized in that jurisdiction.  The venue shall be Comanche
      County, Texas.  In the event a dispute shall arise between the
      parties to this agreement it is hereby agreed that the parties shall elect
      a mediator to determine the dispute.  In the event, the parties
      cannot agree upon a mediator, then either party may petition the District
      Court of Comanche County to appoint a mediator to handle the
      matter.  If the parties do not resolve the dispute at mediation
      then either party may file a cause of action in court of competent
      jurisdiction in Comanche County to resolve the dispute.  In any
      event, the matter should be mediated at a location agreed to by the
      parties.

              


      

      


      
        	
                12.11  

              	
                Counsel. Each Party has
      been represented by its own counsel in connection with the negotiation and
      preparation of this Agreement and, consequently, each Party hereby waives
      the application of any rule of law that would otherwise be applicable in
      connection with the interpretation of this Agreement (including, but not
      limited to, any rule of law to the effect that any provision of this
      Agreement shall be interpreted or construed against the Party whose
      counsel drafted that provision).

              


      

      


      
        	
                12.12  

              	
                Enforcement of the Rights of
      GELV and the Sole Owner. Until all of the transactions contemplated
      by this Agreement have been consummated on the Closing Date, (i) all of
      GELV's rights under this Agreement shall be for the benefit of GELV, (ii)
      GELV shall be entitled to enforce any such rights against any other Party,
      and (iii) all of the Sole Owner’s rights under this Agreement shall be for
      the benefit of the Sole Owner may be enforced by the Sole
      Owner.  (See Termination rights under Section
    11).

              


      

      


      
        	
                a)  

              	
                Good Faith
      Termination.  Each party to this agreement acknowledges
      that the other party may in good faith terminate this agreement for the
      following causes specifically identified or expressly stated in this
      agreement without liability for breach of contract or damages, to wit: (1)
      a material defect in title to the CLEL which Sole Owner cannot or will not
      cure, (2) a material environmental contamination which Sole Owner cannot
      or will not remediate, (3) a default of a material obligation, or (4)
      total destruction of CLEL.  In addition, either party may
      terminate this agreement without cause at any time prior to closing by
      tendering to the other party a written notice of termination; however,
      such a “without cause termination” shall be subject to the obligation to
      pay liquidated damages.

              


      

      


      
        	
                b)  

              	
                Liquidated
      Damages shall be all fees and costs associated in forming this
      transaction, which shall include, but not limited to, traveling costs,
      attorneys’ fees, accountants’ fees, and reasonable time
      spent.  Proof of expense shall be by printed/written
      evidence.

              


      

      


      
        	
                c)  

              	
                No
      Liquidated Damages shall be paid for failure to maintain any conditions
      under Sections 5, 6, 7, 8, or 9.  Parties may waive conditions
      placed upon the other party in any of these
  Sections.

              


      

      


       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      
 

      IN WITNESS WHEREOF, each of
the Parties has caused this Agreement to be executed by a respective duly
authorized officer as of the date first written above.

      


      
        
          	
                  “Sole Owner”

                	 
      	 
      	 
      	
                  “GELV”

                	 
      	 
      
	
                  Comanche
      Livestock Exchange, LLC

                	 
      	 
      	 
      	
                  Green
      Energy Live, Inc.

                	 
      	 
      
	 	 	 	 	 	 	 
	/s/
      Dean Cagle	 
      	
                  7/22/2009

                	 
      	/s/
      Karen Clark	 
      	
                  7/24/2009

                
	
                  Dean
      Cagle

                  Sole
      Owner

                	 
      	
                  Date

                	 
      	
                  Karen
      Clark

                  President/CEO

                	 
      	
                  Date

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

       

       

      Exhibit
A

       

       

      Articles
of Incorporation of CLEL

       

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

       

       

      


      Exhibit
B

       

       

      The
Bylaws of CLEL

       

      


      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

      


       

      Exhibit
C

      


       

       

      Audited
Financial Statements of CLEL, dated FY 2008 and FY 2007

       

      


       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

       

      Exhibit
D

      


       

       

      Six-month
or Quarterly Financial Statements for the period January 2009 through June
2009

       

      


       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      Exhibit
E

      


       

       

      Real
Estate Contract included in this Acquisition

       

      


       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

       

      Exhibit
F

      


      Green
Energy Live, Inc Employment Agreement