f8kjuly3009ex10iv_grnenergy.htm


     

    Exhibit 10.4

     

    Exhibit E of Stock Purchase
Acquisition Agreement of Comanche Livestock Exchange, LLC, by Green Energy Live,
Inc.

     

     

    Real
Estate Sales Contract

    


    This
contract (the “Contract”) to buy and sell real and personal property is between
Seller and Buyer as identified below and is effective on the date ("Effective
Date") of the last of the signatures by Seller and Buyer as parties to this
contract and by Title Company to acknowledge receipt of the Earnest
Money.  Buyer must deliver the Earnest Money to Title Company and
obtain Title Company's signature before the Earnest Money Deadline provided in
section A.1. for this contract to be effective. If the Earnest Money is paid by
check and payment on presentation is refused, Buyer is in default.

    


    Seller:

    


    Comanche
Livestock Exchange, LLC., a Texas Limited Liability Corporation

    Address:
P O Box 177 Comanche, TX 76442-009 (7456 Highway 67 East, Comanche, Texas
76442)

    Phone:
325-356-5231

    Type of
entity: Limited Liability Corporation

    


    Dean
Cagle

    Address:  P
O Box 98 Comanche, TX 76442-0098

    Phone:
325-356-5231

    


    


    Seller's
Attorney:

    


    James R.
Lindley

    Address:                      Attorneys
at Law, P.O. Box 1384, Killeen, TX 76540-1384

    Phone:
(254) 634-6969

    Fax:
(254) 634-6587

    E-mail:  jim@lindleylawoffices.com

    


    Buyer:

    


    Green
Energy Live, Inc., a Michigan corporation

    Contact:
Karen Clark, President

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

    Phone:
616.802.8959

    Type of
entity: Corporation

    


    Buyer's
Attorney:

    


    Matthew
Maza

    Address:
Cident Law Group PLLC, 410 Broadway Ave East #120, Seattle Washington
98102

    Phone:
206.774.3697

    Fax:
206.577.3894

    E-mail:
m.maza@cidentlaw.com

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Property

    


    The land
commonly known as 67/377 Comanche Texas and more fully described in Exhibit A
("Land"), together with improvements to the Land ("Improvements"), the leases
associated with the Land and Improvements ("Leases"), and the personal property
described in Exhibit A ("Personal Property").

    


    Title
Company

    


    Comanche
Community Abstract Co., Address: 106 N Austin, P O Box 747, Comanche, Texas
76442 Phone: 325-356-2564 Fax: 325-356-3066

    


    Purchase
Price

    


    The
Property Purchase Price is part of Total Purchase Amount for 100% ownership of
Comanche Livestock Exchange, LLC, totalling $1,000,000.00

    


    Seller-financed portion
allocated to the Property (principal amount of Promissory Note allocated for the
Property) – $850,000 shall be applied to the Property as described under
Section 1.2 of the associated acquisition agreement and $150,000 shall be
applied to the Interests as described in Section 1.1 of the associated
acquisition agreement.

    Payment
schedule: as provided in the Seller Financing Addendum (“Promissory
Note”)

    


    Associated
Contracts and Agreements

    


    This
Contract is associated to and is an Exhibit of the “Stock Purchase Acquisition
Agreement of Comanche Livestock Exchange, LLC by Green Energy Live, Inc.” and is
also associated to following agreements:

    


    
      	
              1)  

            	
              Green
      Energy Live, Inc. Employment
Agreement

            


    

    
      	
              2)  

            	
              Promissory
      Note

            


    

    


    Earnest
Money

    


    $50,000.00
deposit (in the form of Buyer restricted common stock) with Title Company upon
execution of this Contract.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    
      A.  Deadlines
and Other Dates

    

    


    All
deadlines in this contract expire at 5:00 P.M. local time where the Property is
located.  If a deadline falls on a Saturday, Sunday, or national
holiday, the deadline will be extended to the next day that is not a Saturday,
Sunday, or national holiday. A national holiday is a holiday designated by the
federal government. Time is of the essence.

    


    
      	
              1.  

            	
              Earnest
      Money Deadline: Effective date

            


    

    
      	
              2.  

            	
              Delivery
      of Title Commitment: 30 days after the Effective
  Date

            


    

    
      	
              3.  

            	
              Delivery
      of Survey: 30 days after the Effective
Date

            


    

    
      	
              4.  

            	
              Delivery
      of UCC Search: 40 days after the Effective
Date

            


    

    
      	
              5.  

            	
              Delivery
      of legible copies of instruments referenced in the Title Commitment,
      Survey, and UCC Search: 30 days after the Effective
  Date

            


    

    
      	
              6.  

            	
              Delivery
      of Title Objections: 15 days after delivery of the Title Commitment,
      Survey, and legible copies of the instruments referenced in
      them

            


    

    
      	
              7.  

            	
              Delivery
      of Seller's records as specified in Exhibit C: 45 days after the Effective
      Date

            


    

    
      	
              8.  

            	
              End
      of Inspection Period: 45 days after the Effective
  Date

            


    

    
      	
              9.  

            	
              Closing
      Date: on or before July 30, 2009

            


    

    
      	
              10.  

            	
              Closing
      Time: 10 am

            


    

     

    
      B.  
Closing
Documents

    

    


    
      	
              1.  

            	
              At
      closing, Seller will deliver the following items: General Warranty
      Deed

            


    

    


    
      	
              2.  

            	
              At
      closing, Buyer will deliver the following
items:

            


    

    


    
      	
              i.  

            	
              Seller-financing
      documents Promissory Note Deed of
Trust

            


    

    
      	
              ii.  

            	
              The
      documents listed in this section B are collectively known as the "Closing
      Documents."  Unless otherwise agreed by the parties before
      closing, the Closing Documents will be prepared using the forms contained
      in the current edition of the Texas Real Estate Forms Manual
      (State Bar of Texas).

            


    

    


    
      B.  Exhibits

    

    


    The
following are attached to and are a part of this contract:

    


    Exhibit
A--Description of the Land and Personal Property

    Exhibit
B--Representations; Environmental Matters

    Exhibit
C--Seller's Records

    Exhibit
D--Seller Financing Addendum

    


    
      C.  Purchase
and Sale of Property

    

    


    Seller
agrees to sell and convey the Property to Buyer, and Buyer agrees to buy and pay
Seller for the Property. The promises by Buyer and Seller stated in this
contract are the consideration for the formation of this contract.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      D.  Interest
on Earnest Money

    

    


    Buyer may
direct Title Company to invest the Earnest Money in an interest-bearing account
in a federally insured financial institution by giving notice to Title Company
and satisfying Title Company's requirements for investing the Earnest Money in
an interest-bearing account.  Any interest earned on the Earnest Money
will be paid to the party that becomes entitled to the Earnest
Money.

    


    
      E.  Title
and Survey

    

    


    
      	
              1.  

            	
              Review of Title. The
      following statutory notice is provided to Buyer on behalf of the real
      estate licensees, if any, involved in this transaction: Buyer is advised
      that it should either have the abstract covering the Property examined by
      an attorney of Buyer's own selection or be furnished with or obtain a
      policy of title insurance.

            


    

    


    
      	
              2.  

            	
              Title Commitment; Title
      Policy. "Title Commitment" means a Commitment for Issuance of an
      Owner Policy of Title Insurance by Title Company, as agent for
      Underwriter, stating the condition of title to the Land. The "effective
      date" stated in the Title Commitment must be after the Effective Date of
      this contract. "Title Policy" means an Owner Policy of Title Insurance
      issued by Title Company, as agent for Underwriter, in conformity with the
      last Title Commitment delivered to and approved by
  Buyer.

            


    

    


    
      	
              3.  

            	
              Survey. "Survey" means
      an on-the-ground, staked plat of survey and metes-and-bounds description
      of the Land, prepared by Surveyor or another surveyor satisfactory to
      Title Company, dated after the Effective Date, and certified to comply
      with the current standards and specifications as published by the Texas
      Society of Professional Surveyors for the Survey
  Category.

            


    

    


    
      	
              4.  

            	
              UCC Search. "UCC
      Search" means reports prepared by Lindley, Wiley & Duskie PC, stating
      the instruments that are on file in the Texas secretary of state's UCC
      records, the UCC records in the jurisdiction in which Seller is located,
      and the UCC records of the county in which the Property is located,
      showing as debtor Seller and all other owners of the Personal Property
      during the five years before the Effective Date of this
      contract.

            


    

    


    
      	
              5.  

            	
              Delivery of Title Commitment,
      Survey, UCC Search, and Legible Copies. Seller must deliver the
      Title Commitment to Buyer by the deadline stated in section A.2.; the UCC
      Search by the deadline stated in section A.4.; and legible copies of the
      instruments referenced in the Title Commitment, Survey, and UCC Search by
      the deadline stated in section A.5.

            


    

    


    
      	
              6.  

            	
              Title Objections. Buyer
      has until the deadline stated in section A.6. ("Title Objection Deadline")
      to review the Survey, Title Commitment, UCC Search, and legible copies of
      the title instruments referenced in them and notify Seller of Buyer's
      objections to any of them ("Title Objections"). Buyer will be deemed to
      have approved all matters reflected by the Survey, Title Commitment, and
      UCC Search to which Buyer has made no Title Objection by the Title
      Objection Deadline. The matters that Buyer either approves or is deemed to
      have approved are "Permitted Exceptions." If Buyer notifies Seller of any
      Title Objections, Seller has five days from receipt of Buyer's notice to
      notify Buyer whether Seller agrees to cure the Title Objections before
      closing ("Cure Notice"). If Seller does not timely give its Cure Notice or
      timely gives its Cure Notice but does not agree to cure all the Title
      Objections before closing, Buyer may, within five days after the deadline
      for the giving of Seller's Cure Notice, notify Seller that either this
      contract is terminated or Buyer will proceed to close, subject to Seller's
      obligations to resolve the items listed in Schedule C of the Title
      Commitment, remove the liquidated liens, remove all exceptions that arise
      by, through, or under Seller after the Effective Date, and cure only the
      Title Objections that Seller has agreed to cure in the Cure
      Notice.  At or before closing, Seller must resolve the items
      that are listed on Schedule C of the Title Commitment, remove all
      liquidated liens, remove all exceptions that arise by, through, or under
      Seller after the Effective Date of this contract, and cure the Title
      Objections that Seller has agreed to
cure.

            


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    
      F.  Inspection
Period

    

    


    
      	
              1.  

            	
              Review of Seller's
      Records. Seller will deliver to Buyer copies of Seller's records
      specified in Exhibit C, or otherwise make those records available for
      Buyer's review, by the deadline stated in section
  A.7.

            


    

    


    
      	
              2.  

            	
              Entry onto the
      Property. Buyer may enter the Property before closing to inspect
      it, subject to the following:

            


    

    


    
      	
              i.  

            	
              Buyer
      must deliver evidence to Seller that Buyer has insurance for its proposed
      inspection activities, in amounts and with coverages that are
      substantially the same as those maintained by Seller or in such lesser
      amounts or with such lesser coverages as are reasonably satisfactory to
      Seller;

            


    

    
      	
              ii.  

            	
              Buyer
      may not interfere in any material manner with existing operations or
      occupants of the Property;

            


    

    
      	
              iii.  

            	
              Buyer
      must notify Seller in advance of Buyer's plans to conduct tests so that
      Seller may be present during the
tests;

            


    

    
      	
              iv.  

            	
              if
      the Property is altered because of Buyer's inspections, Buyer must return
      the Property to its preinspection condition promptly after the alteration
      occurs;

            


    

    
      	
              v.  

            	
              Buyer
      must deliver to Seller copies of all inspection reports that Buyer
      prepares or receives from third-party consultants or contractors within
      three days after their preparation or receipt;
  and

            


    

    
      	
              vi.  

            	
              Buyer
      must abide by any other reasonable entry rules imposed by
      Seller.

            


    

    


    
      	
              3.  

            	
              Buyer's Right to
      Terminate. Buyer may terminate this contract for any reason by
      notifying Seller before the end of the Inspection Period. If Buyer does
      not notify Seller of Buyer's termination of the contract before the end of
      the Inspection Period, Buyer waives the right to terminate this contract
      pursuant to this provision.

            


    

    


    
      	
              4.  

            	
              Buyer's
      Indemnity and Release of Seller

            


    

    


    
      C.  Indemnity.

    

    


    Buyer
will indemnify, defend, and hold Seller harmless from any loss, attorney's fees,
expenses, or claims arising out of Buyer's investigation of the Property, except
for repair or remediation of existing conditions discovered by Buyer's
inspection or any misrepresentation made by the Seller. The obligations of Buyer
under this provision will survive termination of this contract and
closing.

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    
      D.  Release.

    

    


    Buyer
releases Seller and those persons acting on Seller's behalf from all claims and
causes of action (including claims for attorney's fees and court and other
costs) resulting from Buyer's investigation of the Property.

     

    
      G.  Representations

    

    


    The
parties' representations stated in Exhibit B are true and correct as of the
Effective Date and must be true and correct on the Closing Date.

    


    
      	
              H.  

            	
              Condition
      of the Property until Closing; Cooperation; No Recording of
      Contract

            


    

    


    
      	
              1.  

            	
              Maintenance and
      Operation.
      Until closing, Seller will (a) maintain the Property as it existed
      on the Effective Date, except for reasonable wear and tear and casualty
      damage; (b) operate the Property in the same manner as it was operated on
      the Effective Date; (c) comply with all contracts and governmental
      regulations affecting the Property; and (d) not transfer or dispose of any
      of the Personal Property, except to sell inventory, replace equipment and
      use supplies in the normal course of operating the Property. Until the end
      of the Inspection Period, Seller will not enter into, amend, or terminate
      any contract that affects the Property other than in the ordinary course
      of operating the Property and will promptly give notice to Buyer of each
      new, amended, or terminated contract, including a copy of the contract, in
      sufficient time so that Buyer may consider the new information before the
      end of the Inspection Period. If Seller's notice is given within three
      days before the end of the Inspection Period, the Inspection Period will
      be extended for three days. After the end of the Inspection Period, Buyer
      may terminate this contract if Seller enters into, amends, or terminates
      any contract that affects the Property without first obtaining Buyer's
      written consent.

            


    

    


    
      	
              2.  

            	
              Casualty Damage. Seller
      will notify Buyer promptly after discovery of any casualty damage to the
      Property. Seller will have no obligation to repair or replace the Property
      if it is damaged by casualty before closing. Buyer may terminate this
      contract if the casualty damage that occurs before closing would
      materially affect Buyer's intended use of the Property, by giving notice
      to Seller within fifteen days after receipt of Seller's notice of the
      casualty (or before closing if Seller's notice of the casualty is received
      less than fifteen days before closing). The casualty damage will be deemed
      to materially affect Buyer's intended use if the estimated amount of the
      damage exceeds 50 percent of the Purchase Price.  If Buyer does
      not terminate this contract, Seller will (a) convey the Property to Buyer
      in its damaged condition, (b) assign to Buyer all of Seller's rights under
      any property insurance policies covering the Property, and © pay to Buyer
      the amount of the deductibles and coinsurance provisions under any
      insurance policies covering the Property, but not in excess of the cost to
      repair the casualty damage and less any amounts previously paid by Seller
      to repair the Property. If Seller has not insured the Property and Buyer
      does not elect to terminate this contract in accordance with this section,
      the Purchase Price will be reduced by the cost to repair the casualty
      damage.

            


    

    


    
      	
              3.  

            	
              Condemnation. Seller
      will notify Buyer promptly after Seller receives notice that any part of
      the Property has been or is threatened to be condemned or otherwise taken
      by a governmental or quasi-governmental authority. Buyer may terminate
      this contract if the condemnation would materially affect Buyer's intended
      use of the Property by giving notice to Seller within fifteen days after
      receipt of Seller's notice to Buyer (or before closing if Seller's notice
      is received less than fifteen days before closing). The condemnation will
      be deemed to materially affect Buyer's intended use if the property is
      totally condemned.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    If Buyer
does not terminate this contract, (a) Buyer and Seller will each have the right
to appear and defend their respective interests in the Property in the
condemnation proceedings, (b) any award in condemnation will be assigned to
Buyer, (c) if the taking occurs before closing, the description of the Property
will be revised to delete the portion taken, and (d) no change in the Purchase
Price will be made.

    


    
      	
              4.  

            	
              Claims; Hearings.
      Seller will notify Buyer promptly of any claim or administrative hearing
      that is threatened, filed, or initiated before closing that involves or
      directly affects the Property.

            


    

    


    
      	
              5.  

            	
              Cooperation. Seller
      will cooperate with Buyer (a) before and after closing, to transfer the
      applications, permits, and licenses held by Seller and used in the
      operation of the Property and to obtain any consents necessary for Buyer
      to operate the Property after closing and (b) before closing, with any
      reasonable evaluation, inspection, audit, or study of the Property
      prepared by, for, or at the request of
Buyer.

            


    

    


    
      	
              6.  

            	
              No Recording. Buyer may
      not file this contract or any memorandum or notice of this contract in the
      real property records of any county. If, however, Buyer records this
      contract or a memorandum or notice, Seller may terminate this contract and
      record a notice of termination.

            


    

    


    
      I.  Termination

    

    


    
      	
              1.  

            	
              Disposition
      of Earnest Money after Termination

            


    

    


    
      	
              i.  

            	
              To Buyer. If Buyer
      terminates this contract in accordance with any of Buyer's rights to
      terminate, Seller will, within five days after receipt of Buyer's
      termination notice, authorize Title Company to deliver the Earnest Money
      to Buyer, less $1,000.00, which will be paid to Seller as consideration
      for the right granted by Seller to Buyer to terminate this
      contract.

            


    

    


    
      	
              ii.  

            	
              To Seller. If Seller
      terminates this contract in accordance with any of Seller's rights to
      terminate, Buyer will, within five days after receipt of Seller's
      termination notice, authorize Title Company to pay and deliver the Earnest
      Money to Seller.

            


    

    


    
      	
              2.  

            	
              Duties after
      Termination. If this contract is terminated, Buyer will promptly
      return to Seller all documents relating to the Property that Seller has
      delivered to Buyer and all copies that Buyer has made of the documents.
      After return of the documents and copies, neither party will have further
      duties or obligations to the other under this contract, except for those
      obligations that cannot be or were not performed before termination of
      this contract and those obligations that survive termination under the
      express terms of this contract.

            


    

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      J.  Closing

    

    


    
      	
              1.  

            	
              Closing. This
      transaction will close at Title Company's offices at the Closing Date and
      Closing Time. At closing, the following will
  occur:

            


    

    


    
      	
              i.  

            	
              Closing Documents. The
      parties will execute and deliver the Closing
  Documents.

            


    

    
      	
              ii.  

            	
              Payment of Purchase
      Price. Buyer will deliver the Purchase Price and other amounts that
      Buyer is obligated to pay under this contract to Title Company in funds
      acceptable to Title Company. The Earnest Money will be applied to the
      Purchase Price.

            


    

    
      	
              iii.  

            	
              Disbursement of Funds;
      Recording; Copies. Title Company will be instructed to disburse the
      Purchase Price and other funds in accordance with this contract, record
      the deed and the other Closing Documents directed to be recorded, and
      distribute documents and copies in accordance with the parties' written
      instructions.

            


    

    
      	
              iv.  

            	
              Delivery of Originals.
      Seller will deliver to Buyer the originals of Seller's
      Records.

            


    

    
      	
              v.  

            	
              Possession. Seller will
      deliver possession of the Property to Buyer, subject to the Permitted
      Exceptions existing at closing and any lien and security interest in favor
      of Seller, if the sale is
Seller-financed.

            


    

    


    
      	
              2.  

            	
              Transaction
      Costs

            


    

    


    
      	
              i.  

            	
              Seller's Costs. Seller
      will pay the basic charge for the Title Policy; one-half of the escrow fee
      charged by Title Company; the costs to prepare the deed; the costs to
      obtain, deliver, and record releases of all liens to be released at
      closing; the costs to record all documents to cure Title Objections agreed
      to be cured by Seller; Title Company's inspection fee to delete from the
      Title Policy the customary exception for parties in possession; UCC
      Search, and certificates or reports of ad valorem taxes; the costs to
      deliver copies of the instruments described in section A.5.; and Seller's
      expenses and attorney's fees.

            


    

    


    
      	
              ii.  

            	
              Buyer's Costs. Buyer
      will pay one-half of the escrow fee charged by Title Company; the costs to
      obtain, deliver, and record all documents other than those to be recorded
      at Seller's expense; the additional premium for the "survey/area and
      boundary deletion" in the Title Policy, if the deletion is requested by
      Buyer; the costs of work required by Buyer to have the survey reflect
      matters other than those required under this contract; the costs to obtain
      financing of the Purchase Price, including the incremental premium costs
      of mortgagee's title policies and endorsements and deletions required by
      Buyer's lender; Buyer's expenses and attorney's fees, and the costs to
      determine the Survery.

            


    

    


    
      	
              iii.  

            	
              Ad Valorem Taxes. Ad
      valorem taxes for the Property for the calendar year of closing will be
      prorated between Buyer and Seller as of the Closing Date. Seller's portion
      of the prorated taxes will be paid to Buyer at closing as an adjustment to
      the Purchase Price.  If the assessment for the calendar year of
      closing is not known at the Closing Date, the proration will be based on
      taxes for the previous tax year, and Buyer and Seller will adjust the
      prorations in cash within thirty days of when the actual assessment and
      taxes are known.  Seller will promptly notify Buyer of all
      notices of proposed or final tax valuations and assessments that Seller
      receives after the Effective Date and after closing. All taxes due as of
      closing will be paid at closing. If the Property has been the subject of
      special valuation and reduced tax assessments pursuant to the provisions
      of chapter 23, subchapter D, of the Texas Tax Code with respect to any
      period before the closing and additional taxes are assessed pursuant to
      section 23.55 thereof, the following will
apply:

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              1.  

            	
              If
      Seller changes the use of the Property before closing, resulting in the
      assessment of additional taxes for periods before closing, Seller will pay
      the additional taxes.

            


    

    


    
      	
              2.  

            	
              At
      closing, the parties will determine the amount of deferred taxes payable
      if the sale of the Property as herein contemplated were deemed as of the
      Closing Date to constitute a change in the use of the Property that would
      result in the "roll-back" or recapture of deferred taxes for the current
      year and all preceding tax years for which the "roll-back" or recapture
      could be imposed ("Potential Roll-Back Amount").  Seller will
      pay at closing an amount equal to the Potential Roll-Back Amount to all
      applicable taxing jurisdictions.

            


    

    


    
      	
              iv.  

            	
              Income and
      Expenses.
      Income and expenses pertaining to operation of the Property will be
      prorated as of the Closing Date on an accrual basis and paid at closing as
      a credit or debit adjustment to the Purchase Price. Invoices that are
      received after closing for operating expenses incurred on or before the
      Closing Date and not adjusted at closing will be prorated between the
      parties as of the Closing Date, and Seller will pay its share within ten
      days after notice of Buyer's
invoice.

            


    

    


    
      	
              v.  

            	
              Postclosing
      Adjustments. If errors in the prorations made at closing are
      identified within ninety days after closing, Seller and Buyer will make
      postclosing adjustments to correct the errors within fifteen days of
      receipt of notice of the errors.

            


    

    


    
      	
              vi.  

            	
              Brokers' Commissions.
      Buyer and Seller each indemnify and agree to defend and hold the other
      party harmless from any loss, attorney's fees, and court and other costs
      arising out of a claim by any person or entity claiming by, through, or
      under the indemnitor for a broker's or finder's fee or commission because
      of this transaction or this contract, whether the claimant is disclosed to
      the indemnitee or not. At closing, each party will provide the other party
      with a release of broker's or appraiser's liens from all brokers or
      appraisers for which each party was
responsible.

            


    

    


    
      	
              vii.  

            	
              Issuance of Title
      Policy.
      Seller will cause Title Company to issue the Title Policy to Buyer
      as soon as practicable after
closing.

            


    

    


    
      K.  Default
and Remedies

    

    


    
      	
              1.  

            	
              Seller's Default. If
      Seller fails to perform any of its obligations under this contract or if
      any of Seller's representations is not true and correct as of the
      Effective Date or on the Closing Date ("Seller's Default"), Buyer may
      elect either of the following as its sole and exclusive
      remedy:

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              a.  

            	
              Termination; Liquidated
      Damages. Buyer may terminate this contract by giving notice to
      Seller on or before the Closing Date and Closing Time and have the Earnest
      Money, less $1,000 as described above, returned to Buyer. Unless Seller's
      Default relates to the untruth or incorrectness of Seller's
      representations for reasons not reasonably within Seller's control, if
      Seller's Default occurs after Buyer has incurred costs to investigate the
      Property after the Effective Date and Buyer terminates this contract in
      accordance with the previous sentence, Seller will also pay to Buyer as
      liquidated damages the lesser of Buyer's actual out-of-pocket expenses
      incurred to investigate the Property after the Effective Date or the
      amount of Buyer's Liquidated Damages, within ten days of Seller's receipt
      of an invoice from Buyer stating the amount of Buyer's
      expenses.

            


    

    
      	
              b.  

            	
              Specific Performance.
      Unless Seller's Default relates to the untruth or incorrectness of
      Seller's representations for reasons not reasonably within Seller's
      control, Buyer may enforce specific performance of Seller's obligations
      under this contract. If title to the Property is awarded to Buyer, the
      conveyance will be subject to the matters stated in the Title
      Commitment.

            


    

    


    
      	
              2.  

            	
              Buyer's Default. If
      Buyer fails to perform any of its obligations under this contract
      ("Buyer's Default"), Seller may elect either of the following as its sole
      and exclusive remedy:

            


    

    


    
      	
              a.  

            	
              Termination; Liquidated
      Damages.
      Seller may terminate this contract by giving notice to Buyer on or
      before the Closing Date and Closing Time and have the Earnest Money paid
      to Seller. If Buyer's Default occurs after Seller has incurred costs to
      perform its obligations under this contract and Seller terminates this
      contract in accordance with the previous sentence, Buyer will also
      reimburse Seller for the lesser of Seller's actual out-of-pocket expenses
      incurred to perform its obligations under this contract or the amount of
      Seller's Additional Liquidated Damages, within ten days of Buyer's receipt
      of an invoice from Seller stating the amount of Seller's
      expenses.

            


    

    
      	
              b.  

            	
              Specific Performance.
      Seller may enforce specific performance of Buyer's obligations under this
      contract. If title to the Property is awarded to Buyer, the conveyance
      will be subject to the matters stated in the Title
    Commitment.

            


    

    


    
      	
              3.  

            	
              Liquidated Damages. The
      parties agree that just compensation for the harm that would be caused by
      a default by either party cannot be accurately estimated or would be very
      difficult to accurately estimate and that Buyer's Liquidated Damages or
      the Earnest Money and Seller's Additional Liquidated Damages are
      reasonable forecasts of just compensation to the nondefaulting party for
      the harm that would be caused by a
default.

            


    

    


    
      	
              4.  

            	
              Attorney's Fees. If
      either party retains an attorney to enforce this contract, the party
      prevailing in litigation is entitled to recover reasonable attorney's fees
      and court and other costs.

            


    

    


    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      L.  Miscellaneous
Provisions

    

    


    
      	
              1.  

            	
              Notices. Any notice
      required by or permitted under this contract must be in
      writing.  Any notice required by this contract will be deemed to
      be delivered (whether actually received or not) when deposited with the
      United States Postal Service, postage prepaid, certified mail, return
      receipt requested, and addressed to the intended recipient at the address
      shown in this contract.  Notice may also be given by regular
      mail, personal delivery, courier delivery, facsimile transmission,
      electronic mail, or other commercially reasonable means and will be
      effective when actually received.  Any address for notice may be
      changed by written notice delivered as provided herein. Copies of each
      notice must be given by one of these methods to the attorney of the party
      to whom notice is given.

            


    

    


    
      	
              2.  

            	
              Entire Contract. This
      contract, together with its exhibits, and any Closing Documents delivered
      at closing constitute the entire agreement of the parties concerning the
      sale of the Property by Seller to Buyer. There are no oral
      representations, warranties, agreements, or promises pertaining to the
      sale of the Property by Seller to Buyer not incorporated in writing in
      this contract.

            


    

    


    
      	
              3.  

            	
              Amendment. This
      contract may be amended only by an instrument in writing signed by the
      parties.

            


    

    


    
      	
              4.  

            	
              Prohibition of
      Assignment. Buyer may not assign this contract or any of Buyer's
      rights under it without Seller's prior written consent, and any attempted
      assignment is void. This contract binds, benefits, and may be enforced by
      the parties and their respective heirs, successors, and permitted
      assigns.

            


    

    


    
      	
              5.  

            	
              Survival. The obligations of
      this contract that cannot be performed before termination of this contract
      or before closing will survive termination of this contract or closing,
      and the legal doctrine of merger will not apply to these matters. If there
      is any conflict between the Closing Documents and this contract, the
      Closing Documents will control.

            


    

    


    
      	
              6.  

            	
              Choice of Law; Venue;
      Alternative Dispute Resolution. This contract will be construed
      under the laws of the state of Texas, without regard to choice-of-law
      rules of any jurisdiction.  Venue is in the County for
      Performance, except as otherwise provided by applicable law. Time
      permitting, the parties will submit in good faith to an alternative
      dispute resolution process before filing a suit concerning this
      contract.

            


    

    


    
      	
              7.  

            	
              Waiver of Default. It
      is not a waiver of default if the nondefaulting party fails to declare
      immediately a default or delays taking any action with respect to the
      default.

            


    

    


    
      	
              8.  

            	
              No Third-Party
      Beneficiaries. There are no third-party beneficiaries of this
      contract.

            


    

    


    
      	
              9.  

            	
              Severability. The
      provisions of this contract are severable. If a court of competent
      jurisdiction finds that any provision of this contract is unenforceable,
      the remaining provisions will remain in effect without the unenforceable
      parts.

            


    

    


    
      	
              10.  

            	
              Ambiguities Not to Be
      Construed against Party Who Drafted Contract. The rule of
      construction that ambiguities in a document will be construed against the
      party who drafted it will not be applied in interpreting this
      contract.

            


    

    


    
      	
              11.  

            	
              No Special
      Relationship. The parties' relationship is an ordinary commercial
      relationship, and they do not intend to create the relationship of
      principal and agent, partnership, joint venture, or any other special
      relationship.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    
      	
              12.  

            	
              Counterparts. If this
      contract is executed in multiple counterparts, all counterparts taken
      together will constitute this
contract.

            


    

    


    
      	
              13.  

            	
              Confidentiality. The
      parties will keep confidential this contract, this transaction, and all
      information learned in the course of this transaction, except to the
      extent disclosure is required by law or court order or to enable third
      parties to advise or assist Buyer to investigate the Property or either
      party to close this transaction.

            


    

    


     

    
      	
              Seller

            	 
      	 
      	 
      	
              Buyer

            	 
      	 
      
	
              Comanche
      Livestock Exchange, LLC

            	 
      	 
      	 
      	
              Green
      Energy Live, Inc.

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Dean
      Cagle

               

            	 
      	
              Date

            	 
      	
              Karen
      Clark

              President/CEO

            	 
      	
              Date

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    Title
Company acknowledges receipt of Earnest Money in the amount of $ and a copy of
this contract executed by both Buyer and Seller.

    


    By:

    Name:

    Title:

    Date:

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    Exhibit
A Description of the Land and Personal Property

    [*____*].

    The
following described personal property:

    


    1.
[*____*]

    


    2.
[*____*]

    


    3.
[*____*]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
 

    Exhibit
B Representations; Environmental Matters

    


    
      A. 
Seller's
Representations to Buyer

    

    


    Seller
represents to Buyer that the following are true and correct as of the Effective
Date and will be true and correct on the Closing Date.

    


    1. Authority. Seller has
authority to convey the Property to Buyer. This contract is, and all documents
required by this contract to be executed and delivered to Buyer at closing will
be, duly authorized, executed, and delivered by Seller.

    


    2. Litigation. There is no litigation
pending or threatened against Seller that might affect the Property or Seller's
ability to perform its obligations under this contract.

    


    3. Violation of Laws. Seller has
not received notice of violation of any law, ordinance, regulation, or
requirements affecting the Property or Seller's use of the
Property.

    


    4. Licenses, Permits, and
Approvals. Seller has not received notice that any license, permit, or
approval necessary to operate the Property in the manner in which it is
currently operated will not be renewed on expiration or that any material
condition will be imposed in order to obtain their renewal.

    


    5. Condemnation; Zoning; Land Use;
Hazardous Materials. Seller has not received notice of any condemnation,
zoning, or land-use proceedings affecting the Property or any inquiries or
notices by any governmental authority or third party with respect to the
presence of hazardous materials on the Property or the migration of hazardous
materials from the Property.

    


    6. No Other Obligation to Sell the
Property or Restriction against Selling the Property. Except for granting
a security interest in the Property, Seller has not obligated itself to sell the
Property to any party other than Buyer. Seller's performance of this contract
will not cause a breach of any other agreement or obligation to which Seller is
a party or to which it is bound.

    


    7. No Liens. On the Closing
Date, the Property will be free and clear of all mechanic's and materialman's
liens and other liens and encumbrances of any nature except the Permitted
Exceptions, and no work or materials will have been furnished to the Property
that might give rise to mechanic's, materialman's, or other liens against the
Property other than work or materials to which Buyer has given its
consent.

    


    8. No Other Representation.
Except as stated above Seller makes no representation with respect to the
Property.

    


    9. No Warranty. Seller has made
no warranty in connection with this Contract.

     

    The
provisions of this section B regarding the Property will be included in the deed
and bill of sale with appropriate modification of terms as the context
requires.

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
 

    Exhibit
C Seller's Records

    


    To the
extent that Seller has possession of the following items pertaining to the
Property, Seller will deliver or make the items or copies of them available to
Buyer by the deadline stated in section A.7.: None

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
D

    


    Seller
Financing Addendum

    


    A. Promissory Note. The
promissory note ("Note") will be payable by Buyer ("Maker") to the order of
Seller ("Payee") at the place designated by Payee. The Note may be prepaid in
whole or in part at any time without penalty, premium, or restriction of any
kind. Any prepayments are to be applied to the payment of the installments of
principal last maturing, and interest will immediately cease on the prepaid
principal. The lien securing payment of the Note will be inferior to any lien
securing any superior note described in the contract. The Note is
attached.

    


    B. Deed of Trust. The deed of
trust ("Deed of Trust") securing the Note will provide for the
following:

    


    1. Prohibition against
Assumption. If all or any part of the Property is sold, transferred, or
conveyed without the prior written consent of Payee, Payee may, at Payee's sole
option, declare the outstanding principal balance of the Note plus accrued
interest immediately due and payable. Payee has no obligation to consent to any
such sale or conveyance of the Property, and Payee is entitled to condition any
consent on a change in the interest rate that will thereafter apply to the Note
and any other change in the terms of the Note or Deed of Trust that Payee in
Payee's sole discretion deems appropriate. A lease for a period longer than
three years, a lease with an option to purchase, or a contract for deed will be
deemed to be a sale, transfer, or conveyance of the Property for purposes of
this provision. Any deed under threat or order of condemnation, any conveyance
solely between makers, and the passage of title by reason of death of a maker or
by operation of law will not be construed as a sale or conveyance of the
Property.  The creation of a subordinate lien without the consent of
Payee will be construed as a sale or conveyance of the Property, but any
subsequent sale under a subordinate lien to which Payee has consented will not
be construed as a sale or conveyance of the Property.

    


    2. Without Escrow. Maker will
furnish to Payee annually, before the taxes become delinquent, copies of tax
receipts showing that all taxes on the Property have been paid.  Maker
will furnish to Payee annually evidence of current paid-up insurance naming
Payee as an insured.

    


    3. Cross-Default. Any act or
occurrence that would constitute default under the terms of any lien superior to
the lien securing the Note will constitute a default under the Deed of Trust
securing the Note.

    


    C. Recourse Provisions. The
Note and Deed of Trust are subject to the following provisions:

    Full Recourse. Maker will
have full recourse liability for repayment of the principal and interest of the
Note and the performance of all covenants and agreements of Maker in the Deed of
Trust.

    


    
      	
              Payee

            	 
      	 
      	 
      	
              Maker

            	 
      	 
      
	
              Comanche
      Livestock Exchange, LLC

            	 
      	 
      	 
      	
              Green
      Energy Live, Inc.

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              Dean
      Cagle

               

            	 
      	
              Date

            	 
      	
              Karen
      Clark

              President/CEO

            	 
      	
              Date