0001393905-14-000256 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2014 • Blue Earth, Inc. • Construction machinery & equip • Nevada

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) between Blue Earth, Inc., a Nevada corporation (the “Company”) and Robert Potts (the “Executive”), dated as of this 21st day of April, 2014 (the “Effective Date”). This Agreement shall amend and restate in full, ab initio, the Employment Agreement, dated as of May 16, 2013, by and between the Company and the Executive (the “Original Agreement”), to memorialize and clarify the parties’ understanding when the Original Agreement was entered into and to correct certain errors in the Original Agreement.

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CONSULTING LETTER OF AGREEMENT
Consulting Letter of Agreement • May 5th, 2014 • Blue Earth, Inc. • Construction machinery & equip • California

This agreement (the "Agreement") is made and entered into, effective February 17, 2014 ("Effective Date"), by and between Blue Earth Inc. (BE), and including jointly D. Jason Davis (Davis), and Joey Patalano (Patalano) the consultants (Consultants). Xnergy (Xnergy) is a wholly owned subsidiary of BE (and hereinafter BE and Xnergy are collectively referred to as BE). Development of renewable energy projects or brokering of renewable energy projects is defined as a project (Project).

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