THIRD AMENDMENT TO PURCHASE AGREEMENT

Purchase and Sale Agreement

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This Purchase and Sale Agreement involves

BLUE EARTH SOLUTIONS, INC. | Berkshire Life Insurance Company | BLUE EARTH SOLUTIONS TENNESSEE Inc | GUARDIAN LIFE INSURANCE COMPANY OF AMERICA

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Title: THIRD AMENDMENT TO PURCHASE AGREEMENT
Date: 5/1/2009

THIRD AMENDMENT TO PURCHASE AGREEMENT

This THIRD Amendment to Purchase Agreement (“Third Amendment”) entered into as of April 29, 2009 by and between BLUE EARTH SOLUTIONS TENNESSEE Inc., a Tennessee corporation (“Purchaser”) and THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA, a New York corporation, successor by merger to Berkshire Life Insurance Company, a Massachusetts corporation (“Seller”)

W I T N E S S E T H

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement, effectively dated January 8, 2009 (the “Contract”) and extended the Contract pursuant to an Amendment to Purchase Agreement entered into as of February 12, 2009 (the “First Amendment”) and a Second Amendment to Purchase Agreement entered into as of March 25, 2009 (the “Second Amendment”); and

WHEREAS, Purchaser and Seller desire to con

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