exh10_01.htm


     

    
      

      

    

    Exhibit
10.01
 

    


     

    Exclusive
Option to Purchase Unimproved Land

     

     

    THIS OPTION AGREEMENT
("Agreement") made and entered into this 12th day of February, 2009, by and
between The Nacelle Corporation, whose principal address is 23760 Oakfield Rd,
Hidden Hills, CA 91302, hereinafter referred to as "Seller" and Green St.
Energy, Inc., whose principal address is 123 Green Street, Tehachapi,
CA  93561, hereinafter referred to as "Purchaser":

     

     

    W I T N E S S E T
H:

     

     

    WHEREAS, Seller is the fee
simple owner of certain real property being, lying and situated in the County of
Kern, State of California, such real property having Assessor Parcel Numbers of
________________________ ("Property") and such property being more particularly
described as follows:

     

     

    (Insert Legal
Description)

     

     

    and,

     

     

    WHEREAS, Purchaser desires to
procure an option to purchase the Property upon the terms and provisions as
hereinafter set forth;

     

     

    NOW, THEREFORE, for good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged by the parties hereto and for the mutual covenants contained
herein, Seller and Purchaser hereby agree as follows:

     

     

    1.      DEFINITIONS. For the purposes
of this Agreement, the following terms shall have the following
meanings:

     

     

    (a)           "Execution Date" shall mean the
day upon which the last party to this Agreement shall duly execute this
Agreement;

     

     

    (b)           "Option Fee" shall mean a $16
million Convertible Debenture (the “Debenture”) in the form annexed hereto as
Exhibit I, issuable upon Board approval of Purchaser and the monetary sum
of $260,000.00 less amounts paid to date by Purchaser to Seller and/or any
shareholder, officer (“Affiliate”) or related party of an Affiliate with said
unpaid monetary amounts due to Seller within sixty (60) days of the effective
date of this Agreement, all of which to be applied toward the Purchase Price of
the Property (as hereinafter defined) and all closing costs should Purchaser
exercise this exclusive Option;

     

     

    (c)           “Purchase Price” for the
Property shall be mutually agreed to by and between Purchaser and Seller during
the Option Term but in
no event will the Purchase Price for the Property exceed its current fair market
value.  If there is a dispute between the parties as to the current
fair market value of the Property, each party shall select an independent
appraiser.  In the even the independent appraisers so selected can not
agree as to fair market value (as of the date of this Agreement) then the
independent appraisers shall select a third independent appraiser and the
Parties agree to take the average of the three (3) appraisal values as the fair
market value.  In the event the Purchaser exercises the Option and the
Option Fee exceeds the Purchase Price, the principal value of the Debenture will
be adjusted accordingly to reflect the Purchase Price less any monetary
consideration paid under this Option;

     

     

    
      
        
        

      

      
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    (d)           "Option Term" shall mean that
period of time commencing on the Execution Date and ending on or before February
12, 2012;

     

     

    (e)           "Option Exercise Date" shall
mean that date, within the Option Term, upon which the Purchaser shall send a
written notice to Seller exercising all or a portion of its Option to
Purchase;

     

     

    (f)           "Closing Date" shall mean the
last day of the closing term or such other date during the closing term selected
by Purchaser.

     

     

    2.  GRANT OF OPTION. For and in
consideration of the Option Fee payable to Seller as set forth herein, Seller
does hereby grant to Purchaser the exclusive right and Option ("Option") to
purchase the Property upon the terms and conditions as set forth herein. In the
event the Purchaser exercises the Option and the Option Fee exceeds the Purchase
Price, the principal value of the Debenture will be adjusted accordingly to
reflect the Purchase Price less any monetary consideration paid under this
Option.

     

     

    3. PAYMENT OF OPTION FEE.
Purchaser agrees to pay the Seller the Option Fee as set forth in Section 1(b)
to be applied as a down payment toward the total Purchase Price of the Property
in accordance with Section 1(c), plus all closing costs in accordance with the
terms set forth herein.

     

     

    4. EXERCISE OF OPTION. Purchaser
may exercise its exclusive right to purchase the Property pursuant to the
Option, at any time during the Option Term, by giving written notice thereof to
Seller. As provided for above, the date of sending of said notice shall be the
Option Exercise Date.
Except as otherwise provided by this Agreement, in the event the Purchaser does
not exercise its exclusive right to purchase the Property granted by the Option
during the Option Term, Seller shall be entitled to retain the Option Fee, and
this agreement shall become absolutely null and void and neither party hereto
shall have any other liability, obligation or duty
hereinunder.

     

     

    5.  CONTRACT FOR PURCHASE & SALE OF
REAL PROPERTY. In the event that the Purchaser exercises its exclusive
Option as provided for in the preceding paragraph, Seller agrees to sell and
Purchaser agrees to buy the Property and both parties agree to execute a
contract for such purchase and sale of all or a portion of the Property in
accordance with the following terms and conditions:

     

        (a)           Purchase Price. The Purchase
Price for the Property shall be no greater than the current Fair Market Value;
however,
Purchaser shall receive a credit toward such Purchase Price in the amount of the
Option Fee thus, Purchaser shall pay to Seller at closing the sum of the agreed
to Purchase Price less the Option Fee;

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)           Closing Date. The closing date
shall be at a date during the Option Term as may be selected by
Purchaser;

     

     

    (c)           Closing Costs. Purchaser's and
Seller's costs of closing the Contract shall be borne by Purchaser;

     

     

    (d)           Assignment or
Pledge.  Purchaser has the right to assign and/or pledge the
option created under this Agreement provided said assignment or pledge does not
encumber the Property beyond what is provided for in this Option
Agreement.

     

     

    (e)           Default by Purchaser. Remedies of Seller. In the
event Purchaser, after exercise of the Option, fails to proceed with the closing
of the purchase of the Property pursuant to the terms and provisions as
contained herein and/or under the Contract, Seller shall be entitled to retain
the Option Fee as liquidated damages and shall have no further recourse against
Purchaser;

     

     

    (f)           Default by Seller. Remedies of Purchaser. In the
event Seller fails to close the sale of the Property pursuant to the terms and
provisions of this Agreement and/or under the Contract, Purchaser shall be
entitled to either sue for specific performance of the real estate purchase and
sale contract or terminate such Contract and sue for damages.

     

     

    6.  MISCELLANEOUS.

     

     

    (a)           Execution by Both Parties.
This Agreement shall not become effective and binding until fully executed by
both Purchaser and Seller.

     

     

    (b)           Notice. All notices, demands
and/or consents provided for in this Agreement shall be in writing and shall be
delivered to the parties hereto by hand or by United States Mail with postage
pre-paid. Such notices shall be deemed to have been served on the date mailed,
postage pre-paid. All such notices and communications shall be addressed to the
Seller at 23760 Oakfield Rd, Hidden Hills, CA 91302, and to Purchaser at 123
Green St., Tehachapi, CA  93561 or at such other address as either may
specify to the other in writing.

     

     

    (c)           Fee Governing. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California.

     

     

    (d)           Successors and Assigns. This
Agreement shall apply to, inure to the benefit of and be binding upon and
enforceable against the parties hereto and their respective heirs, successors,
and or assigns, to the extent as if specified at length throughout this
Agreement.

     

     

    (e)           Time. Time is of the essence
of this Agreement.

     

     

    (f)           Headings. The headings
inserted at the beginning of each paragraph and/or subparagraph are for
convenience of reference only and shall not limit or otherwise affect or be used
in the construction of any terms or provisions hereof.

     

     

    
      
        
        

      

      
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    (g)           Cost of this Agreement. Any
cost and/or fees incurred by the Purchaser or Seller in executing this Agreement
shall be borne by the respective party incurring such cost and/or
fee.

     

     

    (h)           Representation. Each party
understands the legal significance of this Agreement and confirms that they have
been afforded and encouraged to consult with their own legal counsel prior to
entering into this Agreement.

     

     

    (i)           Entire Agreement. This
Agreement contains all of the terms, promises, covenants, conditions and
representations made or entered into by or between Seller and Purchaser and
supersedes all prior discussions and agreements whether written or oral between
Seller and Purchaser with respect to the Option and all other matters contained
herein and constitutes the sole and entire agreement between Seller and
Purchaser with respect thereto. This Agreement may not be modified or amended
unless such amendment is set forth in writing and executed by both Seller and
Purchaser with the formalities hereof.

     

     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed under proper
authority:

     

     

    As to
Purchaser this 12th day of February, 2009.

     

    
      	 Witnesses:
      "Purchaser" 	 Green St.
      Energy, Inc
	 	 
	  
      /s/ Anthony Cataldo        
    	 By: Anthony
      Cataldo – Chairman and CEO
	 	 
	 As to Seller
      this 12th day of February, 2009.	 
	 	 
	 Witnesses:
      "Seller" 	 The
      Nacelle  Corporation
	 	 
	 /s/
      David
      Dadon                  
      	 By: David
      Dadon          
      


    

     

     

    
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