0001255294-09-000177 Sample Contracts

STOCK PURCHASE AGREEMENT between BLUE EARTH SOLUTIONS, INC., DATAMEG CORPORATION, and AMERICAN MARKETING & SALES, INC. Dated as of March 17, 2009 STOCK PURCHASE AGREEMENT

Stock Purchase Agreement • March 31st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products • Delaware

• Contract Type
  Stock Purchase Agreement
• Filed
  March 31st, 2009
• Company
  Blue Earth Solutions, Inc.
• Industry
  Food and kindred products
• Jurisdiction
  Delaware

STOCK PURCHASE AGREEMENT, dated as of March 17, 2009 (the “Agreement”), between Blue Earth Solutions, Inc., a Nevada corporation (“Buyer”), Datameg Corporation, a Delaware corporation (“Seller”) and American Marketing & Sales, Inc., a Massachusetts corporation (the “Company”).

Contract

Secured Promissory Note • March 31st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products

• Contract Type
  Secured Promissory Note
• Filed
  March 31st, 2009
• Company
  Blue Earth Solutions, Inc.
• Industry
  Food and kindred products

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), UNDER ANY STATE SECURITIES LAW, OR UNDER ANY "BLUE SKY" LAWS, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT AND OF THE "BLUE SKY" LAWS, OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE, AS ESTABLISHED BY A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO DATAMEG CORPORATION.

ASSIGNMENT AND ASSUMPTION ON AGREEMENT AMONG BLUE EARTH SOLUTIONS, INC., DATAMEG CORPORATION, AMERICAN MARKETING & SALES, INC., AND THE PRINCIPAL SHAREHOLDERS.

Assignment and Assumption Agreement • March 31st, 2009 • Blue Earth Solutions, Inc. • Food and kindred products

• Contract Type
  Assignment and Assumption Agreement
• Filed
  March 31st, 2009
• Company
  Blue Earth Solutions, Inc.
• Industry
  Food and kindred products

This Assignment and Assumption Agreement is dated as of March 17, 2009 (the “Agreement”), between Blue Earth Solutions, Inc., a Nevada corporation (“Buyer” or “Blue Earth”), Datameg Corporation, a Delaware corporation (“Datameg” or “Seller” or “Parent Maker”), American Marketing & Sales, Inc., a Massachusetts corporation (the “Company” or “American Marketing”) and Leonard J. Tocci, Lynel J. Tocci, Leanne J. Whitney, and Linnea J. Clary. Leonard J. Tocci (collectively, the “Principal Shareholders”). This Assignment and Assumption Agreement is entered into on the basis of the following facts, understandings and intentions of the parties.