STOCK PURCHASE ACQUISITION AGREEMENT

1.  

The Sole Owner (“Sole Owner”) of Comanche Livestock Exchange, LLC, located at Highway 67/377, Comanche, Texas 76442; and

2.  

Green Energy Live, Inc., a Nevada corporation, (“GELV”), located at 1740 44th Street, Suite 5-230, Wyoming, Michigan 49519-6443.

CLEL / PROPERTY

1.1  

Main CLEL Description .  The assets represented under the Interests to be exchanged under this Agreement are Comanche Livestock Exchange, Inc, and its subsidiaries. (“CLEL ”), as well as all tangible/intangible property owned by CLEL .

a)  

CLEL is in the business of auctioning for large and small cattle producers.

1.2  

Real Property as described in Exhibit E.   An asset also purchased under this Agreement is the land/property as described under Exhibit E

1.3  

Other Assets.   All CLEL assets associated with the running of CLEL, including, but not limited to the name usage and goodwill, licenses, contracts, franchises, and other miscellaneous and intangible personal/CLEL property associated with CLEL.

CLOSING DATE / DELIVERY / FULL PAYMENT

2.1  

Date, time and place of closing.   This transaction shall close 1) upon signing this Agreement, the attached employment agreement with Dean Cagle, the attached Comanche Real Estate contract, and the attached Comanche Promissory Note for Nine Hundred Fifty Thousand Dollars  (US$950,000) Note (“Note”)(See Section 3), and 2) upon delivery of a Fifty Thousand Dollars (US$50,000.00) (Earnest Money) in the form of Green Energy Live, Inc. stock issuance to Seller.

2.2  

Delivery.

a)  

Delivery, which includes the Interests, property, and operations (the “Deliverables”), shall take place upon closing under Section 2.1.  Those Deliverables shall be returned in full if Note is not paid per Section 3.

2.3  

Restoration.   If any part of CLEL is damaged or destroyed by fire or other casualty loss, Sole Owner shall restore CLEL to its previous condition as soon as reasonably possible, but, in any event, by the Closing Date.

a)  

If Sole Owner is unable to do so without fault, GELV may either (1) terminate this contract and any and all payments shall be refunded to GELV in full, or (2) the parties may agree to extend the time for performance up to 45 days and the Closing Date shall be extended as necessary or (3) GELV may accept CLEL in its damaged condition and accept an assignment of insurance proceeds. If CLEL is totally destroyed by fire, windstorm, or other catastrophe this contract shall become null and void and the Earnest Interests shall be refunded to GELV in full.

PURCHASE PRICE / NOTE / CONDITIONS

a)  

Sole Owner’ Interest Purchase.   Sole Owner shall have satisfied all clauses under this agreement.  The following are the stock purchase conditions:

i.  

Purchase Amount. One Million Dollars (US$1,000,000) as follows: Fifty Thousand Dollars (US$50,000.00) (“Earnest Money”) in the form of Green Energy Live, Inc. stock issuance to Seller and Nine hundred Fifty Thousand Dollars (US$950,000.00) Note (“Note”) for all interests of Sole Owner in CLEL.

ii.  

Note Payment Terms. The Note shall be paid in the following manner:

1.  

US$450,000 paid approximately 60 days after effective SEC registration of GELV;

3.  

Balance of US$250,000 within 24 months of Closing Date.

iii.  

Financial Audits and SEC Registration.   Sole Owner agree and represent their understanding that payment of the Note and this Agreement is dependent upon CLEL completing a PCAOB certified financial audit, paid for and handled by GELV, and a GELV successful registration statement with the Securities and Exchange Commission (“SEC”) by September 15, 2009.  See Section 3(c).

b)  

The Sale Amount Allocation .  $850,000 shall be applied to the Property as described under Section 1.2 and $150,000 shall be applied to the Interests as described in Section 1.1.

c)  

Successful Audit.    The Purchase contemplated under this agreement by GELV is dependent upon a successful audit of the financial status of CLEL and its assets that GELV is fully reporting on the Securities and Exchange Commission (SEC) .  The audit shall be conducted by an accounting firm chosen by GELV.   GELV shall pay all expenses associated to this condition .  In the event GELV are unable to obtain approval of the SEC, Sole Owner may terminate this contract subject to the provisions of Paragraph 11.

d)  

Purchase Price based on No Debt in CLEL.    The Purchase Price is based upon no debt in CLEL.   Any debt incurred prior to acquisition of Interests shall be deducted from the Note, unless Sole Owner personally retains such debt.  Any debt incurred for normal business operations, after acquisition of Interests, shall be incurred by CLEL and GELV.

DUE DILIGENCE.

4.1  

Site Inspection.   This Agreement is subject to site inspection of the property under Section 1.  The property and assets under Section 1 shall be in reasonable condition for proper use in the business of CLEL.  A site inspection shall take place concurrently with the audit of CLEL and shall have the same termination provisions under Section 11.3(a)

4.2  

Exhibits. By the Closing Date, Sole Owner shall provide all documents requested by GELV including but not limited to the following:

a)  

Articles of Incorporation of CLEL (“Exhibit A”).

b)  

The By-Laws of CLEL. (“Exhibit B”).

c)  

Audited Full Year Financial Statements of CLEL dated FY 2008 and FY 2007 (“Exhibit C”).

d)  

Six-month or Quarterly Financial Statements for the period January 2009 through June 2009 (“Exhibit D”).

e)  

Real Estate Contract included in this Acquisition (“Exhibit E”).

f)  

Additional information listed in SECTION 7

REPRESENTATIONS AND WARRANTIES OF GELV

5.1  

GELV warrants that its stock is registered on a public market.

5.2  

GELV shall have the means to perform financial audits of CLEL.

REPRESENTATIONS AND WARRANTIES OF THE SOLE OWNER

6.1  

100% Ownership of CLEL.   Sole Owner owns 100% of CLEL, and hereby represents that there are no other owners or third party liens against such ownership of CLEL.

6.2  

Title to Real CLEL. After Closing, GELV shall have, good and marketable title to all CLEL assets reflected in the Financial Statements

6.3  

Financial Condition. The financial statements of Sole Owner set forth in Exhibit D, fairly represent (in accordance with generally accepted accounting principles except as otherwise set forth in Notes thereto consistently applied) the financial condition and results of operations of Sole Owner at and for period reported thereon. There exists no material adverse change in such financial condition or results of operations of the Sole Owner since January 1, 2008, copies of which have been provided to GELV and which fairly present the financial condition and results of operations of the Sole Owner; provided, however, that GELV understands and acknowledges that the continuation of trends reflected in the Financial Statements shall not constitute a material adverse change.

6.4  

No Right of Termination by Major Customers or Suppliers. There are no grounds that would allow any of the Sole Owner’ ten (10) largest (by level of revenue received by CLEL ) CLEL customers, or any of the Sole Owner’ major suppliers to terminate their existing service contracts.

6.5  

Maintain Lease to CLEL.   If CLEL operates on property currently not owned by CLEL Business, but by Sole Owner, Sole Owner warrants he will continue to lease CLEL of which CLEL is currently located to CLEL at the same or lesser monthly rate.  At the time of Closing, the Sole Owner shall extend a long-term lease with GELV for CLEL use.

6.6  

Tax Liabilities. CLEL does not have any federal, state or foreign tax liability that may be assessed against or collected from GELV as a successor of the Sole Owner or otherwise.  CLEL has paid all taxes due and payable; has established adequate reserves for any taxes not yet due and payable; has timely filed all tax returns required to be filed; and does not have any current or pending tax audits.  There are no CLEL assets that are subject to any liens for taxes.

TRANSITION OBLIGATIONS

7.1  

Operation of the CLEL Business after Closing.

a)  

CLEL shall become a subsidiary of GELV.  After the Closing Date, the Sole Owner shall remain an employee of CLEL for two (2) years (Sole Owner shall have a salary of $50,000 total a year, or such larger amount as the Board may from time to time determine) and shall operate CLEL in the ordinary course and shall use his best efforts to maintain favorable relationships with CLEL customers and suppliers.  There shall be an option to renew employment for another two years, subject to approval by the GELV board of directors.  A separate employment agreement accompanies this document with further terms and conditions that have been agreed upon by both parties.

b)  

The Sole Owner, as employee after the Closing Date, shall maintain an average of a minimum Yearly Net Profit of  Fifty Thousand Dollars (US$50,000 Net Profit)  for the next two (2) years after Closing.

c)  

If and to the extent that the Sole Owner has been making any payments on any leases or executory contracts, the Sole Owner shall continue to make such payments.  Such payments shall be disclosed to GELV.

7.2  

Employee Matters.

a)  

Until the Note is paid in full, Sole Owner shall continue to handle Employee Matters so as to not disrupt CLEL.

7.3  

No Conflicting Agreements. No Party shall enter into any agreement that would adversely affect (i) its ability to perform its obligations under this Agreement, or (ii) the rights of any other Party under this Agreement or the Procedures Order.

7.4  

Financial and Budgetary Information.   The Sole Owner shall work with GELV to have CLEL’s and its assets’ financial and budgetary information audited by a certified public accounting firm, and must be acceptable under by both GAAP and SEC standards.

7.5  

Filing and Audit Cooperation.

a)  

The Sole Owner and GELV shall (i) cause any necessary filings with any governmental agency to be made expeditiously, and (ii) obtain or cooperate in obtaining any necessary government or third-party approvals (including, without limitation, any filings or registrations with the SEC or state securities regulatory authorities). In addition, each of the Parties agrees to use its best efforts to expeditiously prepare, file and seek confirmation of this Agreement.

b)  

After the Closing Date, the Sole Owner shall provide GELV and/or its representatives, agents and designees with (i) reasonable access to the CLEL books and records, employees, agents, accountants, advisors and other representatives, and (ii) such other persons and information as GELV shall request with respect to the assets, liabilities and equity of CLEL; provided, however, that any such access shall only be given during normal CLEL hours; provided further that any reasonable fees, costs and expenses incurred or suffered by the Sole Owner in connection with providing such access shall be paid by GELV.

7.6  

Further Assurances. After the Closing, (i) the Sole Owner shall, at the request of GELV, take such additional actions, and execute and deliver such additional documents and instruments, as may be reasonably necessary or appropriate to effect the transactions contemplated by, and to carry out the intent of, this Agreement, and (ii) GELV shall, at the request of the Sole Owner, take such additional actions, and execute and deliver such additional documents and instruments, as may be reasonably necessary or appropriate to effect the transactions contemplated by, and to carry out the intent of, this Agreement.

7.7  

Amendment to CLEL Corporate Documents.   Any Certificate of Incorporation and By-laws of CLEL, on or prior to the Closing Date, if and to the extent directed by GELV, the certificate of incorporation and by-laws of CLEL shall be amended to be in form and substance satisfactory to GELV.

CONDITIONS PRECEDENT

8.1  

Mutual Conditions. The obligations of the Sole Owner and GELV under this Agreement are subject to the satisfaction of each of the following conditions:

a)  

Authorizations. All Authorizations requir