AMENDMENT 2 TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

This Amendment to Agreement for Purchase and Sale of Real Property entered into as of March 31, 2009 by and between Blue Earth Solutions Georgia Inc., a Georgia Corporation, a wholly owned subsidiary of Blue Earth Solutions, Inc., a Nevada Corporation (“Purchaser”) and Stanley Konter, Rose Konter, Natalie Sarnat, Jonathan Sarnat, Elissa Konter & Harris Konter. (“Seller”);

WHEREAS, Seller and Purchase entered into that certain Purchase and Sale Agreement, effectively dated January 11, 2009 (the “Contract ; and Amended February 2009.

WHEREAS, Purchaser and Seller desire to continue with Contract subject to the changes thereto hereinafter set forth:

NOW THEREFORE,   for and in consideration of the premises hereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby