Ex 10.12
                             PURCHASE AGREEMENT

This  purchase  agreement  ("Agreement")  is made and entered into as of this
25th day of March 2004, by and between SBI  Communications,  Inc.,  a Alabama
corporation, (hereinafter "SBI") whose address is 576 East US Hwy 278 Bypass,
Piedmont,  Alabama 36272, ("Company") and Innovative Energy Solutions,  Inc.,
(hereinafter  "iESi")  whose  address  is  41  North  Mojave Road, Las Vegas,
Nevada, with reference to the following facts:

                                  RECITALS
WHEREAS,  iESi  desires to purchase 100% of the common stock,  including  the
real estate, equipment,  business  operations  and goodwill ("Operations") of
SBI Communications, Inc. of Alabama, a Alabama Corporation,  located  at  576
Hwy East 278 Bypass, Piedmont, Alabama 36272 ("Property").
NOW  THEREFORE,  in  consideration  of  the  mutual  covenants  and  promises
contained herein, and for valuable consideration, the receipt and sufficiency
of  which  are  hereby  mutually  acknowledged, the parties to this Agreement
(collectively "parties" and individually a "party") agree as follows:

                                  AGREEMENT
1.  iESi agrees to purchase all the  outstanding  stock  of SBI Alabama for a
    total purchase price of $8,100,000. This acquisition shall include all of
    the  equipment  of  SBI  Communications,  Inc.  iESi  shall  assume   the
    liabilities of SBI Communications, Inc. of Alabama as outlined on Exhibit
    A. The following liabilities are specifically not assumed by  iESi:
    a. Utilities to date (Water, Power and Gas)
    b. Insurance to date

2.  Payment of the purchase price shall be as follows:
    (a)  First mortgage and taxes of $1,100,000 to be assumed.
    (b)  Preferred Stock $ 7,000,000.
    (c). To  determine  fair market value of the assets of SBI, an appraisal
         will  be  provided by an independent appraisal company, the cost of
         which is to be borne by iESi.

3.  SBI  agrees to issue 5,000 shares (which  represent  all  the  outstanding
    common  stock  or  SBI  Communications,  Inc) of SBI  Common Stock to iESi
    execution of the Agreement.

4. Company represents and warrants that:
 SBI Communications, Inc. is a corporation duly formed and validly existing in
good standing under the laws of the State of Alabama  and has the full right,
power, legal capacity and authority to enter into and carry  out the terms of
this Agreement.
  (i)  Company  has  good  and  marketable  title  to  all of the assets  and
properties now carried on its books, including those reflected  in  the  most
recent  balance sheet contained in the Company Financial Statements, free and
clear of  all  liens, claims, security interests or other encumbrances except
as those described in the Company Financial; Statements or arising thereafter
in the ordinary course of business (none of which will be material).
(ii) To the best  of  Company's  knowledge  there  is  no  claim, proceeding,
litigation or investigation, whether civil or criminal in nature,  pending or
threatened  against SBI Communications, Inc. or its principals, in any  court
or by or before any governmental body or agency, including without limitation
any claim, proceeding or litigation for the purpose of challenging, enjoining
or prevention the execution, delivery or consummation of this Agreement other
than disclosed in Exhibit A.

5. Company represents and warrants that:
(i) Company is  a  corporation  duly  formed  and  validly  existing  in good
standing  under  the  laws  of  the  State of Alabama and has the full right,
power, legal capacity and authority to  enter into and carry out the terms of
this Agreement.

6. Each party ("Indemnifying Party") hereby  indemnifies,  defends  and holds
harmless  the  other  party  and  its  successors,  licensees,  assigns,  and
employees,  officers,  directors  (collectively  for  the  purposes  of  this
Paragraph  "Indemnified Party") from and against any and all liability, loss,
damage,  cost   and   expense,   including,  without  limitation,  reasonable
attorney's fees, arising out of any  breach,  or  claim by a third party with
respect to any warranty, representation or agreement made by the Indemnifying
Party herein. The Indemnified Party shall promptly  notify  the  Indemnifying
Party  of  any claim to which the foregoing indemnification applies  and  the
Indemnifying  Party  shall undertake, at its own cost and expense, engage its
own counsel. If the Indemnifying  Party  fails  to promptly appoint competent
and experienced counsel, the Indemnified Party may engage its own counsel and
the reasonable charges in connection therewith shall  promptly be paid by the
Indemnifying Party. If the Indemnified Party settles or  compromises any such
suit,  claim  or  proceeding,  the  amount  thereof shall be charged  to  the
Indemnifying Party, provided that the Indemnifying  Party's  reasonable prior
approval has been secured.

7.The parties hereto agree to execute such further and other documents and to
enter into such further undertakings as may be reasonably necessary  to carry
out the full force and intent of this Agreement.

8.  The  provisions  of  this  Agreement  shall enure to the benefit of and be
binding  upon the legal representatives of  the Company, Foster and upon their
respective  heirs executors, administrators, successors and permitted assigns.

9. Any notice required or permitted to be given  hereunder  may  be delivered,
sent by  registered mail, postage prepaid, or sent by facsimile, addressed  to
the proposed  recipient of the notice at the address set out on the first page
hereof or to  such other address or addresses as the parties may indicate from
time to time by notice in writing to the others.

10. This Agreement shall in all respects be interpreted, enforced and governed
under  the  laws  of the state of Alabama. The language and all parts  of this
Agreement shall be  in  all  cases construed as a whole according to its  very
meaning and not strictly for or against any individual party.

11. This Agreement memorializes  and  constitutes  the  entire  agreement  and
understanding  between  the  parties regarding the subject matter hereof,  and
supersedes  all  prior  negotiations,  proposed   agreements  and  agreements,
whether written or unwritten.  The  parties  acknowledge  that no other party,
nor  any  agent  or  attorney  of any other party,  has   made  any  promises,
representations, or warranties whatsoever,  expressly or impliedly, which  are
not  expressly  contained  in   this  Agreement,  and   the   parties  further
acknowledge that they have not executed this Agreement in reliance  upon   any
collateral  promise, representation, warranty, or in reliance upon any  belief
as to any fact  or  matter  not  expressly  recited  in  this  Agreement.  Any
modification to this Agreement shall be made in writing.

12.  Should any provision of this Agreement be declared or determined  by  any
court to be illegal or invalid, the validity of the remaining parts,  terms or
provisions  shall  not  be  affected  thereby and, in lieu of such illegal  or
invalid provision, there shall be added  a  provision as similar in terms  and
amount to such illegal or invalid provision as  may  be possible and, if  such
illegal or invalid provision cannot be so modified, then  it  shall be  deemed
not to be a part of this Agreement.

13.  For  the  convenience  of the parties, this Agreement may be executed  by
facsimile signatures and in  counterparts  that  shall together constitute the
agreement of the parties as  one and the same  instrument. It is the intent of
the parties that a copy of this Agreement signed  by any party shall be  fully
enforceable against that party.

IN WITNESS WHEREOF the  parties have executed this Agreement  as  of  the date
first above written.


SBI Communications, Inc.                     Innovative  Energy
Solutions, Inc.

/s/ Ronald Foster                            /s/ Patrick Cochrane

Ronald Foster                                Patrick Cochrane,
President & CEO                              President & CEO













			   EXHIBIT "A"





1. First Mortgage  FDIC                               $   700,000.
2. Property Taxes                                     $   400,000.
Total                         		              $1,100,000.






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