f8k010609ex10_greenenergy.htm


     

    Exhibit
10.1

    
 

     

    LETTER
OF INTENT

     

    Between

    GREEN ENERGY LIVE,
INC.

    And

    DEAN
CAGLE

     

    CONCERNING

    STOCK
PURCHASE ACQUISITION AGREEMENT OF COMANCHE LIVESTOCK EXCHANGE

    LLC
BY GREEN ENERGY LIVE, INC.

     

    This
Letter of Intent is made this 18th day of December 2008 between Green Energy
Live, Inc. (GELV) and Dean Cagle (the "Sole Owner"), sole shareholder of
Comanche Livestock Exchange LLC. (CLEI)

     

    This
letter allows for the exclusive right of purchase until closing of sale
to be executed no later than April 30, 2009. Letter
can be extended at consent of both parties.

     

    RECITALS

     

    WHEREAS,
Sole Owner have indicated their intention to sell their ownership
interests of Contemplated Sale Items:

     

    WHEREAS,
GELV have indicated their intention to purchase the Contemplated Sale
Items;

     

    NOW
THEREFORE, in consideration of furthering their respective business interests.
GELV and Sole Owner do hereby agree as follows, with the intention that this
Letter of Intent will be binding and be implemented under the contemplated terms
of a Definitive Agreements ("Definitive Agreements"). see
attached Exhibit .A.

     

    This is a
letter of intent and the final terms of the agreement may change as to
stilt the findings of the clue diligence,
but be in the spirit of the forthcoming items:

     

    
      	
               
      1.  

            	
              The Intentions
      proposed in this Letter
      of Intent
      and Definitive Agreements may change. As the due diligence
      process continues, both parties may desire cohesively to change the
      intentions of the transaction. Both parties may do so upon written consent
      of all parties.

            


    

     

    
      	
              a.  

            	
              Cooperation in
      Due Diligence. Sole
      Owner
      shall cooperate
      the due
      diligence
      of the Contemplated Sale
      Items and shall provide all the necessary paperwork to prove their
      ownership
      of the Contemplated Sale
Items.

            


    

     

    
      	
              b.  

            	
              Audits
      If GELV is unsatisfied wish the status or
      CLEI after the Audit of CLEI is complete, GELV may terminate this
      Letter of
      Intent.

            
	 	 
	c.
       	Timeline:


    

     

    
      
        	
                 
      i.   

              	
                January 2009 Filing: GEL
      files additional shares with the Securities and Exchange
      Commission ("SEC"). Sec Section 4 of this Letter of
  Intent.

              
	 	 
	
                 ii. 
      

              	
                Effective Registration 30 to
      90
      Days after
      Filing: Waiting for Approval from SEC:
      for approval of
      registration of additional shares.

              
	 	 


         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        	
                 iii. 
      

              	
                60 Days from Effective
      Registration: Approximately 60 days after Effective Registration.
      GELV shall make the first payment

                of
      Total Purchase Price under the Note, See Section 3 of this
      Letter.

              


      

    

     

    
      	 2.  
      	Contemplated Sale
      Items.


      
         

        
          	
                  a.  

                	
                  100%
      of CLEI stock/ownership

                
	 	 
	b.
       	100%
      of CLEI assets, including real property / land (see itemized list
      attached-)
	 	 
	c.
       	Ongoing
      business and profits.


        

         

      

      	3.
       	
              Contemplated Total Estimated
      Purchase Price in Securities and/or Monies. The contemplated
      purchase price is One Million Dollars ($1,000,000) ("Total Purchase
      Price"). It is contemplated that a Promissory Note ("Note"), along with an
      earnest amount of $50,000, will be used for this
  purchase.

            
	 	 
	
              4.  

            	
              Conditions for Purchase
      of Contemplated Sale Items.
      Sole Owner agrees and represents their understanding that the
      Definitive Agreements are dependent upon CLEI completing a PCAOB certified
      financial audit, paid for and handled by GELV, and a GELV successful
      registration of an additional 20,000,000 GELV common shares with the
      Securities and Exchange Commission
("SEC."'}.

            


    

     

    
      	
              5.  

            	
              Formation. CLEI shall be
      acquired by GELV through a reverse triangular merger. CLEI shall be merged
      into a subsidiary of GELV. The subsidiary shall he called "GELV Cloud 3,
      Inc." CLEI shall be the surviving company. Owner Interests in CLEI shall
      be transferred to GELV. Sole Owner shall be paid the Purchase
      Price.

            


    

     

    
      	
              6.  

            	
              Outside Consultant and Audit Costs. Each party
      shall pay for their own consultant/counsel. GELV shall pay for the Audit
      costs.

            


    

     

    
      	
              7.  

            	
              Non-Disclosure of Terms and
      other Discovered Information. No party shall disclose any and all
      materiel information to third parties without the other party's approval.
      Seller shall not engage other potential purchasers once the Audit
      procedure has started.

            


    

     

                           
IN WITNESS WHEREOF, intending to be bound, the parties do hereby execute this
Letter of Intent.

    


    
       

    

    
      
        
          
            
              
                
                  	
                          "Sole
      Owner"

                          Dean Cagle

                        	 	 	 	
                          "Buyer"

                          Green Energy Live, Inc.

                        	 	 
	 	 	 	 	 	 	 
	
                          /s/Dean
      Cagle

                        	 
      	
                           12-22-08

                        	 
      	
                          /s/
      Karen Clark

                        	 
      	
                          January
      6, 2009

                        
	
                          Dean
      Cagle

                        	 
      	
                           Date

                        	 
      	
                          Karen
      Clark

                        	 
      	
                          Date

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                

              

               

               

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
A

     

    "Definitive
Agreements"

     

    Stock
Acquisition Agreement, with Exhibit E Real Estate Contract

    Promissory
Note Agreement

    Employment
Agreement