0001393905-11-000332 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • May 20th, 2011 • Blue Earth, Inc. • Construction machinery & equip

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into effect as of this 16th day of May, 2011, by and between Blue Earth Inc., a Nevada corporation, with an address at 2298 Horizon Ridge Pkway, Suite 205, Henderson, NV 89052 (the “Company”), and Kaye Loughrey, an individual, with an address at 4576 Echo Lane, Stacy, MN 55079, (“Consultant”).

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EXCLUSIVE LICENSE AND MANUFACTURING AGREEMENT
Exclusive License and Manufacturing Agreement • May 20th, 2011 • Blue Earth, Inc. • Construction machinery & equip • Nevada

This Exclusive License and Manufacturing Agreement (the "License Agreement") is made as of the 16th day of May, 2011, by and among James F. Loughrey and SwitchGenie LLC (sometimes hereinafter “SG”) (collectively, “Licensor”), both with an address at 4576 Echo Lane, Stacy, Minnesota 55079, and Blue Earth Energy Management, Inc. (“Licensee”), a wholly-owned subsidiary of Blue Earth, Inc., with an address at 2298 Horizon Ridge Parkway, Suite 205, Henderson, Nevada 89052.

LOCK-UP AGREEMENT
Lock-Up Agreement • May 20th, 2011 • Blue Earth, Inc. • Construction machinery & equip • Nevada

LOCK-UP AGREEMENT (the “Lock-Up Agreement”) dated as of May 16, 2011 (the “Closing Date”), by and between SwitchGenie, LLC (the “Seller”) and Blue Earth, Inc. (the “Buyer”), a Nevada corporation.

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