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Non-Tech : Life Energy & Technology Holdings, Inc. (LETH)
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To: scion who wrote (207)10/31/2003 1:26:59 PM
From: scion  Read Replies (1) of 266
 
In September 2003, the Company received proceeds of $10,160,129 from
Diamond Ridge Advisors for the manufacture of the first Biosphere Process[TM]
System for Green Energy Management.

6. The closing on the purchase and sale of the GEM stock as described in
paragraph 1 and 2 of this Acquisition Agreement shall take place on or
before November 15, 2003 at the offices of LETH located at 7637 Leesburg
Pike Suite #200, Falls Church, Va 22043, unless rescheduled by the mutual
consent of the parties hereto.
7. LETH represents and warrants that it has had the opportunity to ask such
questions of GEM as LETH in its sole and absolute discretion has determined
to be pertinent and has received satisfactory answers from GEM. LETH
further represents and warrants that the purchase and sale contemplated by
this agreement has been approved by LETH's Board of Directors and the
signatory hereto has been authorized to so sign.

8. GEM represents and warrants that it is a Delaware corporation and in good
standing in Delaware, that it has the power and authority to enter into
this agreement and that the signatory hereto has been authorized to so
sign.

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9. LETH and GEM acknowledge that the GEM Stock have not been and may not be
registered under the United States Securities Act of 1933, as amended (the
"ACT") or the securities law of any State in the United States. The GEM
Stock was issued pursuant to this agreement in reliance from an exemption
from registration under the Act as provided by Section 4(2) afforded in the
Act. The GEM Stock will be so called "restricted securities" and may not be
traded in the United States public markets unless registered pursuant the
federal securities laws or pursuant to an exemption there from.

10. LETH and GEM agree that the GEM stock represents 41% of GEM's issued and
outstanding common stock and that: a) GEM shall not create any other class
of security other than its common stock without the prior written consent
of LETH and b) GEM will not cause to be issued any additional shares of its
common stock which issuance would diminish LETH's percentage ownership of
GEM's Stock without the prior written consent of LETH.

11. GEM agrees that LETH will have the right to acquire an additional 10% of
GEM in the next 36 months at fair market value.

12. GEM agrees that if GEM decided to sell its remaining 49% LETH will have a
first right of refusal of the purchase of these shares at fair market value
to be determined by using standard accounting procedures.

13. The terms and conditions as set forth herein may not be changed other than
in writing by the parties hereto.

14. This Subscription Agreement may be signed in more than one counterpart,
each of such counterparts being deemed to be the original.

15. This agreement shall be construed in accordance with the laws of the State
of Delaware.

IN WITNESS WHEREOF, the parties have set their hands and seal on the day, month
and year first above written.

LIFE ENERGY & TECHNOLOGY HOLDINGS, INC.

By: /s/ Dr. Christopher McCormack
--------------------------------------

GREEN ENERGY MANAGEMENT, LLC

By: /s/Phil Nugent
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