Amendment to Guaranty Agreement Among John Pink, Adam Sweeney, Castrovilla Energy, Inc., and Blue Earth, Inc.

Summary

This amendment, dated May 18, 2011, modifies a previous Guaranty Agreement between John Pink, Adam Sweeney (the Sellers), Castrovilla Energy, Inc. (a subsidiary of Blue Earth, Inc.), and Blue Earth Energy Management Services, Inc. The key change is that if the Sellers sell BE Shares at prices above $3.36 per share, any surplus must be paid to Blue Earth in BE Shares rather than cash. All other terms of the original agreement remain unchanged.

EX-10.04 2 bblu_ex10-04.htm bblu_ex10-04.htm

Exhibit 10.04

AMENDMENT

This Amendment is made and entered into as of May 18, 2011, by and among each of John Pink and Adam Sweeney (the “Sellers”) and Castrovilla Energy, Inc., a wholly-owned subsidiary of Blue Earth, Inc., a Nevada corporation and Blue Earth Energy Management Services, Inc.

WITNESSETH:

WHEREAS, the Parties entered into a Guaranty Agreement dated as of December 29, 2010;

WHEREAS, the Parties desire to amend the Guaranty Agreement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and in consideration of the receipt by the Sellers of good and valuable consideration, and in accordance with SEC rules and regulations, the Parties agree as follows:

1. Subsection (c) of Section 2 of the Guaranty Agreement is amended and revised to read as follows:

(c) To the extent that sales of BE Shares pursuant to the Lock-Up are made at prices per Share that are greater than the $3.36 (a “Surplus”), each of the Sellers shall pay to BE any Surplus in BE Shares and none in cash.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above.

/s/ John Pink

John Pink

/s/ Adam Sweeney

Adam Sweeney

BLUE EARTH, INC.

By: /s/ Johnny R. Thomas

Johnny R. Thomas

CEO

CASTROVILLA ENERGY, INC.

By: /s/ Johnny R. Thomas

Johnny R. Thomas

CEO