LIFE ENERGY & TECHNOLOGY HOLDINGS INC
AQUISITION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>leth-8k_ex10gem.txt
<DESCRIPTION>AQUISITION AGREEMENT
<TEXT>

Exhibit 10.3



                             ACQUISITION AGREEMENT




Acquisition  Agreement  made this day of  October  8, 2003 by and  between  Life
Energy & Technology Holdings,  Inc., a Delaware corporation with offices at 7637
Leesburg Pike, Suite #200 Falls Church, Virginia 22043 ("LETH") and Green Energy
Management, LLC, a Delaware corporation with offices at 309 Opal, Unit 5-A , New
Orleans, Louisiana 70124 ("GEM").

WHEREAS  LETH wishes to acquire of 4100  shares of the common  stock of GEM from
GEM on the terms and conditions set out below; and

WHEREAS GEM wishes to sell to LETH 4100 shares of its common  stock on the terms
and conditions set out below;

NOW,  THEREFORE,  in consideration of the mutual premises and promises contained
herein and for one dollar paid in hand from each party hereto to the other,  the
parties agree as follows.

1.   LETH  herewith  and herby  purchases  from GEM 4100 shares of GEM's  common
     stock,  $001 par value,  representing 41% of GEM's common stock outstanding
     after  such  issuance  of 4100  shares  of  common  stock to LETH (the "GEM
     Stock")  and GEM  herewith  and hereby  sells to LETH sells to LETH the GEM
     Stock for the purchase  price set out in  paragraph 2 of this  Subscription
     Agreement.

2.   LETH agrees to pay to GEM as the full purchase  price for the GEM stock one
     million dollars  ($1,000,000.00)  and two hundred thousand (200,000) shares
     of LETH's restricted common stock, par value $0.01 per share and GEM agrees
     to accept such amounts of monies and  preferred as full payment for the GEM
     Stock.

3.   LETH has agreed to arrange  as part of the  acquisition  to fund GEM on the
     placement of Biosphere Systems in the United States,  based on tipping fees
     and electrical sales.

4.   GEM has agreed and has arranged for permitting,  site location,  feedstock,
     tipping fees and electrical sales for the biosphere systems.

5.   LETH has agreed that GEM will be the operator of  Biosphere  Systems in the
     United States under terms and conditions set by LETH and approved by GEM.

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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