Promissory
Note




On this
date of August 15, 2008, in return for valuable consideration received, the
undersigned borrower promises to pay to JEC Family LP, the "Lender", the sum of
Twenty Thousand Dollars ($20,000) plus any amounts added as an amendment to this
note, together with interest thereon at the rate of eight percent (8%) per
annum.





Collateral:            13511
Granville Ave, Clermont FL 34711




Legal
Description:




LAKE
HIGHLANDS 26-22-26 BEG AT SW COR OF TRACT 25, RUN N 00-56-04 W 220 FT, N
89-36-38 E 465.87 FT, S 00-53-49 E 220 FT, S 89-14-45 W 466.01 FT TO POB, BEING
PART OF TRACT 25 PB 3 PG 52 ORB 3663 PG 1854 ORB 3667 PG 894




Terms of Repayment (Balloon):
Starting on 5/15/2009 and continuing thereafter from month to month until the
date of 4/15/2011, the borrowers shall make payments of the previous month's
interest only. On 4/15/2011, final payment is due for the balance of the note
plus any accrued unpaid interest. Lender has the option to receive fifty percent
(50%) of any net proceeds received by the Borrower from investment transactions,
in payment of the remaining note balance.





Late Fees: In the event that a
payment due under this Note is not made within ten (10) days of the time set
forth herein, the Borrower shall pay an additional late fee in the amount of
$250.





Place of Payment - all
payments due under this note shall be made at [6138 S Hampshire Ct., Windermere,
FL 34786], or at such other place as the holder of this Note may designate in
writing.




Prepayment - This Note may be
prepaid in whole or in part at any time without premium or penalty. All
prepayments shall first be applied to unpaid penalties, interest, and then to
Principle.





Default - In the event of
default, the borrower agrees to pay all costs and expenses incurred by the
Lender, including all reasonable attorney fees (including both hourly and
contingent attorney fees as permitted by law) for the collection of this Note
upon default, and including reasonable collection charges (including, where
consistent with industry practices, a collection charge set as a percentage of
the outstanding balance of this Note) should collection be referred to a
collection agency. In the event of default collection fees shall not exceed 20%
of the balance due the "Lender",





Acceleration of Debt - In the
event that the borrower fails to make any payment due under the terms of this
Note, or breach any condition relating to any security,









security
agreement, note, mortgage or lien granted as collateral security for this Note,
seeks relief under the Bankruptcy Code, or suffers an involuntary petition in
bankruptcy or receivership not vacated within thirty (30) days, the entire
balance of this Note and any interest accrued thereon shall be immediately due
and payable to the holder of this Note.





Modification - No modification
or waiver of any of the terms of this Agreement shall be allowed unless by
written agreement signed by both parties. No waiver of any breach or default
hereunder shall be deemed a waiver of any subsequent breach or default of the
same or similar nature.





Transfer of the Note - The
borrowers hereby waive any notice of the transfer of this Note by the Lender or
by any subsequent holder of this Note, agree to remain bound by the terms of
this Note subsequent to any transfer, and agree that the terms of this Note may
be fully enforced by any subsequent holder of this Note.





Severability of Provisions -
In the event that any portion of this Note is deemed unenforceable, all other
provisions of this Note shall remain in full force and effect.





Choice of Law - All terms and
conditions of this Note shall be interpreted under the laws of Lake County,
Florida.





The
undersigned hereby execute this note as principles and not as
sureties.





Signed
Under Penalty of Perjury, this 15th day of
August, 2008.





/s/Paul Slusarczyk
            /s/James Cohen, Sr.Borrower(s)
              Blue
      Earth Solutions, Inc.
              President
      – Paul Slusarczyk
            Lender
      (agreed and accepted)
              James
      Cohen Sr JEC Family LP/s/Douglas
      VaughtWitness
              Douglas
      Vaught










Note
Amendments




Amendments
to promissory note dated August 15, 2008 between JEC Family LP and Blue Earth
Solutions, Inc.




The note
is hereby increased to $462,119.17 as a result of the following additional
amounts advanced to the borrower:




Date
            
            Loan01/09/09
            $
            100,000.0001/13/09
            
            10,000.0001/16/09
            
            10,000.0001/23/09
            
            40,000.0002/10/09
            
            40,000.0002/12/09
            
            22,000.0002/24/09
            
            75,000.0002/25/09
            
            20,000.0002/27/09
            
            50,000.0003/05/09
            
            10,000.0003/13/09
            
            10,500.0004/15/09
            
            20,000.0005/07/09
            
            6,119.1705/13/09
            
            13,500.0005/22/09
            
            2,000.0005/28/09
            
            13,000.00$
            442,119.17







/s/Paul
      Slusarczyk
            /s/James Cohen,
      SrBorrower(s)
              Blue
      Earth Solutions, Inc.
              President
      – Paul Slusarczyk
            Lender
      (agreed and accepted)
              James
      Cohen Sr JEC Family LPSigned
      in the presence of/s/Douglas
      VaughtWitnessDouglas
      Vaught