0001393905-11-000357 Sample Contracts

BLUE EARTH, INC. HENDERSON, NEVADA 89052
Binding Letter Agreement • June 3rd, 2011 • Blue Earth, Inc. • Construction machinery & equip • California

This Binding Letter of Agreement (“LOA”) is made effective May 31, 2011 as to our recent discussions relating to the acquisition of Xnergy, Inc., a California S corporation, and any other subsidiaries or affiliates, collectively, Xnergy (“X”) from the Shareholders of X (collectively, the “Seller” or “Shareholder”) by Blue Earth, Inc. (“BE”), a Nevada corporation through its wholly-owned subsidiary Blue Earth Energy Management Inc. (“BEEM”), a Nevada corporation, collectively (“Buyer”). Collectively, X, Seller and Buyer are referred to as the “Parties”.

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