EXHIBIT 2.3
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                             GLORIA SPIRE SOLAR, LLC
                              LIQUIDATION AGREEMENT


     This Liquidation Agreement (this "Agreement") is made this 29th day of May,
2009 (the "Effective Date"), by and among Gloria Solar (Delaware) Company, Ltd.,
a Delaware corporation with its principal office at No. 498, Sec. 2, Bentian
Road, Annan District, Taiwan City 709, Taiwan, Republic of China ("Gloria
(Delaware)"), Gloria Solar Co., Ltd., a corporation incorporated in the Republic
of China with its principal office at No. 498, Sec. 2, Bentian Road, Annan
District, Taiwan City 709, Taiwan, Republic of China ("Gloria (Taiwan)"), Gloria
Spire Solar, LLC, a limited liability company organized under the laws of the
State of Delaware in the United States of America with its principal office at
One Patriots Park, Bedford, Massachusetts 01730-2396, U.S.A. ("GSS"), and Spire
Corporation, a corporation organized under the laws of the Commonwealth of
Massachusetts in the United States of America with its principal office at One
Patriots Park, Bedford, Massachusetts 01730-2396, U.S.A. ("Spire"). Gloria
(Delaware), Gloria (Taiwan), GSS, and Spire, are collectively referred to as the
"Parties" in this Agreement and individually referred to as a "Party."

     WHEREAS, the Parties entered into a series of agreements related to the
formation and governance of GSS, an entity jointly owned by Gloria (Delaware)
and Spire, on or about July 31, 2007;

     WHEREAS, the Parties desire to liquidate and dissolve GSS;

     WHEREAS, pursuant to Section 12.02 of the Operating Agreement, dated July
31, 2007 and as amended on December 28, 2007, by and among Spire, Gloria
(Delaware) and GSS (the "Operating Agreement"), Spire and Gloria (Delaware),
constituting the holders of at least eighty percent (80%) of the currently
outstanding membership units, have authorized the liquidation and dissolution of
GSS;

     WHEREAS, pursuant to Section 4.06(k) of the Operating Agreement, the
Managing Board (as defined in the Operating Agreement), including one Spire
Manager and one Gloria (Delaware) Manager, have authorized the liquidation and
dissolution of GSS;

     WHEREAS, following provision for existing and potential future liabilities,
the Parties shall cause the Managing Board to distribute GSS's assets in
liquidation to Gloria (Delaware) and Spire in accordance with Section 12.03 of
the Operating Agreement and as provided herein; and

     WHEREAS, in connection with such liquidation and dissolution, each Party
desires to release the other Party from any claims related to the relationship
between the Parties from July 31, 2007 to the present, and to establish the
obligations which will govern the Parties hereafter.

     NOW THEREFORE, in consideration of the obligations, covenants, and
conditions contained herein, the receipt and sufficiency of which is hereby
agreed and acknowledged, the Parties hereto agree to be bound by the terms and
conditions as set forth herein:
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1.   DEFINITIONS. For purposes of this Agreement, the following words and
     phrases shall have the respective meanings as follows:

     1.1    "AFFILIATE" means a Person who, directly or indirectly through one
            or more intermediaries, controls, is controlled by, or is under
            common control with, the Person specified. For purposes of this
            Agreement, "control" (including the terms "controlled by" and "under
            common control with") means the possession, directly or indirectly,
            of the power to direct or cause the direction of the management and
            policies of a Person, whether through the ownership of voting
            securities, as trustee or executor, by contract or otherwise,
            including, without limitation, the ownership, directly or
            indirectly, of securities having the power to elect a majority of
            the board of directors or similar body governing the affairs of such
            Person.

     1.2    "ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement, dated
            as of July 31, 2007, entered into by and between Spire and Gloria
            (Taiwan).

     1.3    "CONTRIBUTION AGREEMENT" means the Contribution Agreement, dated as
            of July 31, 2007, by and among Spire, Gloria (Taiwan), and Gloria
            (Delaware).

     1.4    "DAYS" OR "DAYS" means all calendar days, regardless of whether such
            days are legal holidays under the laws of the United States or any
            State or the laws of Taiwan, the Republic of China.

     1.5    "INTELLECTUAL PROPERTY" means, for the purposes of this Agreement,
            any and all patent rights, copyright rights, mask work rights, trade
            secret rights, common law confidential information rights, SUI
            GENERIS database rights, and all other intellectual and industrial
            property rights of any sort throughout the world (including any
            application therefor), as well as any idea, concept, discovery,
            invention, development, technology, work of authorship, trade
            secret, software, firmware, tool, process, technique, know-how,
            data, plan, device, apparatus, architecture, specification, design,
            circuit, layout, mask work, algorithm, program, code, documentation,
            or other material or information, tangible or intangible, whether or
            not it may be patented, copyrighted, or otherwise protected
            (including all versions, modifications, enhancements, and derivative
            works thereof existing at the time of the grant).

     1.6    "MEMBER" or "MEMBERS" means either or both of Spire and Gloria
            (Delaware), as the context may require, or a person or entity with
            an ownership interest in GSS.

     1.7    "MEMBERSHIP INTEREST" means a Member's entire equity interest in
            GSS, including the Membership Units (as such are defined in the
            Operating Agreement) owned by such Member and any right of such
            Member to the return of Capital Contributions and any interest
            thereon.

     1.8    "SPIRE TRADEMARK LICENSES" means both the Trademark License
            Agreement between Spire and GSS and the Trademark License Agreement
            between Spire and Gloria (Taiwan), both dated as of July 31, 2007.
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                                        3

     1.9    "SUBLEASE" means the Sublease between Spire and GSS dated on or
            about December 26, 2007.

     1.10   "TECHNOLOGY" means the know-how and developed means for surveying,
            designing, and implementing complete PV systems, for customers,
            including, but not limited to, commercial, government, and utility
            entities, that comprises protectable Intellectual Property. This
            shall include all aspects of design of the system per the customer
            request including, but not limited to: site survey; permit and
            funding application support; module design and specification; BOS
            specification; IPP financing arrangements; subcontractor selection
            and contracting methods; and final inspection methods.

     1.11   "TECHNOLOGY LICENSE AGREEMENT" means that certain Technology License
            Agreement between Spire and GSS, dated as of July 31, 2007.

     1.12   "TRANSACTION DOCUMENTS" means the Operating Agreement, the
            Contribution Agreement, the Spire Trademark Licenses, and the
            Technology License Agreement.

     1.13   "TRANSITIONAL SERVICES AGREEMENT" means the Transitional Services
            Agreement between Spire and GSS dated as of July 31, 2007.

2.   OPTION TO ASSUME GSS PROJECTS; ASSUMPTION OF GSS'S WARRANTY OBLIGATIONS;
     TERMINATION OF THE TRANSACTION DOCUMENTS

     2.1    DISTRIBUTION OF THE CURRENT ASSETS AND LIABILITIES OF GSS. Pursuant
            to Section 12.03 of the Operating Agreement, the Parties agree that
            the current assets and the liabilities of GSS assumed herein shall
            be distributed to Spire and Gloria (Delaware) as follows:

            2.1.1  Assumption by each Party of GSS Projects and Prospective
                   Projects. Pursuant to the schedule at Schedule 2.1.1(a), the
                   Parties agree that the Party designated as indicated at
                   Schedule 2.1.1(a) shall be the sole Party herein to pursue
                   such solar power generating facility design, engineering, or
                   construction contracts (each, a "Project"). As consideration
                   for any such assumption, the Party assuming the Project will
                   pay the other Party a royalty fee based on the percentage
                   indicated at Schedule 2.1.1(a), pursuant to the conditions
                   stated at schedule 2.1.1(a), multiplied by the revenue
                   generated by the particular Project as received from the
                   customer or any third party on account of such Project,
                   multiplied by that Party's Membership Interest in GSS.
                   Pursuant to the schedule at Schedule 2.1.1(b), the Party
                   designated therein shall have the exclusive option, to the
                   exclusion of the other signatories to this Agreement (the
                   "Non-optionee Parties"), for the one hundred twenty (120) day
                   period after the Dissolution Date (as defined below), to
                   enter into negotiations with the customers indicated at
                   Schedule 2.1.1(b) for the prospective projects (the

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                                       4

                   "Prospective Projects") listed therein. The Non-optionee
                   Parties shall not communicate with, or interfere in any way,
                   with the designated Party's ability to negotiate for the
                   Prospective Projects during the period of exclusivity
                   provided in the previous sentence. No royalties or other
                   consideration shall be paid for any income earned on
                   Prospective Projects. With respect to any projects or
                   prospects that are not Projects or Prospective Projects
                   and/or for any Prospective Project after the period of
                   exclusivity provided above (the "Other Projects"), any Party
                   shall be able to pursue such Other Projects with no liability
                   or obligation to the other Parties. Notwithstanding the
                   foregoing, the Party assuming any Project or Prospective
                   Project shall not be liable to any other Party for losses,
                   damages or claims arising from: (i) assumed Projects,
                   regardless of whether such Projects are completed, and
                   regardless of whether such Projects generate anticipated
                   revenue; and (ii) for any Projects or Prospective Projects,
                   or Other Projects that are not assumed. In the event that no
                   Party assumes any Project that is currently ongoing or
                   potential project that is in the bidding stage, the Parties
                   shall take reasonable steps to wind up such Project or
                   potential Project on behalf of GSS prior to the Dissolution
                   Date, including, but not limited to, formally withdrawing
                   bids or bid bonds.

            2.1.2  Assumption of GSS's warranty obligations. For each of the
                   completed GSS projects itemized in Schedule 2.1.2, the Party
                   indicated therein shall assume all of GSS's warranty
                   obligations for such project in exchange for payment from GSS
                   of the agreed value of the respective warranty obligation
                   actually assumed by Spire as detailed in Schedule 2.1.2.

            2.1.3  Termination of GSS Employees. All GSS employees (the
                   "Terminated Employees") shall be offered severance
                   compensation ("Severance Payments") in an amount equal to
                   four weeks of base pay, in consideration for signing
                   respective severance agreements in writing.

            2.1.4  Distribution of remaining assets. After all matters regarding
                   the winding up of GSS pursuant to Sections 12.02 and 12.03 of
                   the Operating Agreement have been accomplished, and the
                   reserve amount provided in Section 2.2 below has been set
                   aside, all remaining assets of GSS shall be distributed to
                   the Members in accordance with Schedule 2.1.4 (Distribution
                   of Assets). All Technology owned by GSS at the Dissolution
                   Date shall be distributed to each Member, with each Member
                   taking an undivided, individual joint ownership interest in
                   all such Technology; the Parties are free to use such
                   Technology without accounting to the other Parties.

     2.2    RESPONSIBILITY FOR REMAINING LIABILITIES. Each Member of GSS shall
            be indemnified and held harmless (the "Indemnified Party") by the
            other Member (the "Indemnifying Party") for and against any Losses
            (as defined at Section 11.02.a. of the Operating Agreement) arising
            out of or resulting from: (a) the

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                                        5

            breach of any representation or warranty made by the Indemnifying
            Party in this Agreement; or (b) the breach of any covenant or
            agreement made by the Indemnifying Party that, despite the
            termination of the Operating Agreement and the liquidation of GSS,
            survives (including such survival due to operation of law or any
            other reason), in which case such obligation shall be indemnified
            fully by the Party that was originally responsible for such covenant
            or agreement (and if neither party was so responsible, then ratably
            by Gloria (Delaware) in the amount of 55% and by Spire in the amount
            of 45%). Nothing contained herein shall be construed to create any
            third party beneficiaries or new obligations in favor of third
            parties. As a measure of protection against any such future claims,
            Spire and Gloria (Delaware) shall open a joint escrow account with
            Silicon Valley Bank, in the amount of One Hundred Thousand U.S.
            Dollars ($100,000.00) (the "Escrow Account"), funded from the GSS
            remaining assets, which shall be available for the payment of
            post-dissolution claims. The signature of both Spire and Gloria
            (Delaware) shall be required for any disbursal from such account. On
            the date that is ninety (90) days after the Dissolution Date, the
            Parties shall take reasonable steps to distribute any amount
            remaining in such account to Spire and Gloria (Delaware) in
            proportion to each Party's Membership Interest.

     2.3    TERMINATION OF THE TRANSACTION DOCUMENTS.

            2.3.1  TERMINATION OF THE OPERATING AGREEMENT. As of the effective
                   date of GSS's dissolution (the "Dissolution Date"), the
                   Parties agree and acknowledge that the Operating Agreement
                   will be terminated, with no further obligations between the
                   Parties except as provided herein. The Parties agree and
                   acknowledge that the standstill provisions of Section 7.02 of
                   the Operating Agreement do not apply to this Agreement, and
                   are hereby mutually terminated, to the degree that they would
                   be applicable.

            2.3.2  TERMINATION OF THE TRADEMARK LICENSES. As of the Dissolution
                   Date, the Parties agree and acknowledge that the Trademark
                   Licenses will be terminated, and that GSS, Gloria (Delaware)
                   and Gloria (Taiwan) will have no further ability to use the
                   Spire Licensed Marks and the Gloria Licensed Marks
                   thereafter, except that each of the Licensees may continue to
                   use the Licensed Marks pursuant to the provisions of Section
                   7.4 of the Trademark Agreement, for ninety (90) days after
                   the Dissolution Date. In furtherance of this Agreement, the
                   Parties agree and acknowledge that none of GSS, Gloria
                   (Taiwan) and Gloria (Delaware) shall exercise their
                   respective rights to continue the duration of the respective
                   Trademark Licenses pursuant to the provisions of Section 7.3
                   of the respective Trademark Licenses.

            2.3.3  TERMINATION OF THE TECHNOLOGY LICENSE AGREEMENT. As of the
                   Dissolution Date, the Parties agree and acknowledge that the
                   Technology License Agreement shall be terminated pursuant to
                   Section 5.1(a).

            2.3.4  TERMINATION OF THE CONTRIBUTION AGREEMENT. As of the
                   Dissolution
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                                        6

                   Date, the Parties agree and acknowledge that the Contribution
                   Agreement shall be terminated pursuant to Section 7.01(E),
                   and that, based on the Release in Section 2.4 below, no
                   representations and warranties contained in the Contribution
                   Agreement, including, but not limited to, those listed at
                   Section 6.01, shall survive the termination of the
                   Contribution Agreement.

     2.4    RELEASE. With the exception of those on-going obligations as set
            forth herein, including Section 2.2 hereof, between the Parties in
            relation to the Transaction Documents, in consideration of the
            mutual promises contained herein, all of the Transaction Documents
            shall be terminated as of the Dissolution Date, and each Party
            hereby releases and forever discharges the other, and its respective
            officers, directors, partners, managers, members, employees and
            agents, successors and assigns (all in their official and individual
            capacities), including, but not limited to, the Managers of GSS,
            from any and all suits, claims, demands, debts, sums of money,
            damages, interest, attorneys' fees, expenses, actions, causes of
            action, judgments, accounts, promises, contracts, agreements (each,
            a "Claim"), and any and all claims of law or in equity, whether now
            known or unknown, which the releasing Party now has or ever has had
            related to or arising out of the other Party's performance and
            termination of the Transaction Documents, including, but not
            limited, any such claims arising out of the Parties' obligations as
            Members of GSS, and each Party shall indemnify the other Parties and
            hold them harmless for any such claim. The release provided here,
            effective as of the Effective Date, shall be extended through the
            Dissolution Date by the Parties' signature of the Release Extension
            in substantially the same form as attached hereto at Schedule 2.4,
            contingent on, and in partial consideration for, the receipt of the
            assets pursuant to Section 2.1.4, above.

     2.5    DISSOLUTION SCHEDULE. The Parties shall use reasonable efforts to
            carry out the orderly winding up of GSS according to the schedule
            provided at Schedule 2.5. The Parties agree and acknowledge that the
            items and dates stated therein are targets only, and as such do not
            create any binding obligation on either Party other than as provided
            affirmatively in the text of this Agreement (separate from Schedule
            2.5).
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                                        7

3.   POST-TERMINATION RELATIONSHIP

     3.1    TECHNOLOGY AND INTELLECTUAL PROPERTY. As of the Dissolution Date,
            neither Spire nor Gloria (Delaware) will have the right to use the
            other's Technology or Intellectual Property (as separate and
            distinct from the joint ownership interest in the Technology
            distributed above at Section 2.1.4) for any purpose; provided,
            however, that Spire or Gloria (Delaware) shall have a royalty-free,
            non-exclusive, limited-term license to use the other's Technology
            for the express purpose of performing any assumed GSS warranty
            obligations (either itself or through an Affiliate or agent). The
            term of each Party's respective license shall expire concurrent with
            the expiration of the last of the respective Party's assumed GSS
            warranty obligations.

     3.2    COMPETITION AND SOLICITATION. Notwithstanding any provision in any
            of the Transaction Documents, including, but not limited to, Section
            5.10 of the Contribution Agreement, Section 5.12 of the Asset
            Purchase Agreement, and Article 9 of the Operating Agreement,
            nothing shall prevent any Party from competing with any other, in
            any lawful way,

     3.3    SUBLEASE. The Parties agree and acknowledge that the term of the
            Sublease has expired, such that the Sublease is currently on a
            month-to-month basis. As of the Dissolution Date, the Sublease shall
            expire, unless terminated earlier by a written agreement between
            Spire and GSS. GSS covenants to quit and surrender to Spire the
            Sublease Premises (as defined in the Sublease), broom clean, in such
            order and condition as is required under the Sublease. If GSS or any
            of its property remains on the Sublease Premises beyond ten (10)
            working days of the expiration or earlier termination of the
            Sublease, such holding over shall not be deemed to create any
            tenancy at will, but GSS shall be a tenant at sufferance only and
            shall pay rent at a daily rate equal to two and one-half times the
            total of the Fixed Rent and Additional Rent (as both terms are
            defined in the Sublease) due under the Sublease, and other charges
            due thereunder and shall, in addition, perform and observe all other
            obligations and conditions to be performed or observed by GSS under
            the Sublease. In addition, GSS shall indemnify and hold Spire
            harmless from and against any and all liability, loss, cost, damage,
            and expenses suffered or incurred by Spire arising out of, or
            resulting from, any failure on the part of GSS to yield up the
            Sublease Premises when and as required under the Sublease. The
            foregoing shall survive the expiration or early termination of this
            Agreement.

     3.4    TRANSITIONAL SERVICES AGREEMENT. Spire shall continue to provide the
            Services, as defined in the Transitional Services Agreement, at the
            current rate being paid pursuant to Section 2.1 of the Transitional
            Services Agreement, but the Parties agree and acknowledge that,
            pursuant to Section 1.3 of the Transitional Services Agreement, the
            Transitional Services Agreement shall terminate, with no further
            obligation by Spire to provide any such Services, as of the
            Dissolution Date, unless agreed otherwise by Spire and GSS, in
            writing, prior to such date.

     3.5    PRESS RELEASES. Other than one (1) press release which each Party
            may issue, at
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                                        8

            its discretion, within a reasonable time after the Dissolution Date,
            but only after providing a copy of the text to the other Parties, in
            writing, no fewer than three (3) business days prior to the release,
            and which press release shall not make any negative or derogatory
            statements about the other Party, and an 8-K filing which Spire is
            obligated to make, which text will be provided, in writing, in
            advance, to the other Parties, Spire shall not provide or release
            any information about the other Parties, and the other Parties shall
            not provide or release any information about Spire, except as
            provided herein, after the Dissolution Date.

     3.6    CONFIDENTIAL INFORMATION. All Confidential Information, as such is
            defined in the Transaction Documents, that has been disclosed by one
            Party to another (as listed at Schedule 3.6), shall be returned to
            the disclosing Party within ten (10) days of the Effective Date of
            this Agreement, and shall not be used by the Party to whom it was
            disclosed thereafter except as provided herein.

     3.7    INDEMNIFICATION. Other than as provided elsewhere herein, each Party
            shall have the obligation to indemnify and hold the other Party
            harmless in any circumstance where the indemnified Party is a
            subject to any claim, controversy, assertion of damages, action, or
            suit from any third party (the "Liability") which arises from the
            negligent actions or misconduct of the indemnifying Party, and from
            any such fines or penalties as may be levied against the indemnified
            Party. Such obligation may be mitigated or void in instances where,
            and to the extent that, the indemnified Party engaged in negligent
            actions or misconduct of its own accord which has preponderantly
            contributed to the Liability.

     3.8    RESOLUTION OF DISPUTES. Any dispute between the Parties shall be
            referred to the International Chamber of Commerce, and any hearing
            shall be held in San Francisco, California. The proceedings will be
            conducted by three (3) arbitrators, one appointed by each Party, and
            the third appointed by those arbitrators. The dispute shall be
            governed by the rules of arbitration of the International Chamber of
            Commerce. All such judgments as shall be rendered by the arbitration
            panel shall be final and binding on the Parties. Costs of the
            arbitration shall be initially shared by the Parties, except that,
            after an arbitration decision, the arbitrators shall award to the
            Party which substantially prevails, attorneys' fees and arbitration
            expenses. Judgment upon any award made in arbitration may be entered
            and enforced in any court of competent jurisdiction. This
            arbitration provision shall not prevent either Party from initiating
            an action in any court of competent jurisdiction, in the event that
            such Party is in need of injunctive relief related to irreparable
            harm that otherwise might arise in connection with the subject
            matter of this Agreement.

4.   PAYMENT

     4.1    If any payment payable hereunder by any Party to another Party is
            not paid when due, the same shall also bear interest from the date
            when the same was payable until the date paid at the lesser of: (a)
            eighteen percent (18%) per annum; or (b) the highest lawful rate of
            interest which the Party to whom payment is owed may

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            charge without violating any applicable law. The Party who is
            obligated to make payment shall also be liable for all costs of
            collection, including attorneys' fees, in the event that the Party
            to whom payment is owed seeks to enforce the provisions of this
            Section 4.1.

5.   GENERAL

     5.1    ENTIRE AGREEMENT. This Agreement contains the entire agreement
            between the Parties relating to the subject matter involved. All
            prior or contemporaneous written or oral communications, agreements,
            or understandings between the Parties and relating to the subject
            matter as contained in the Transaction Documents, are superseded by
            this Agreement.

     5.2    AMENDMENTS. No change, amendment, or modification of this Agreement
            shall be binding upon the Parties unless made in writing, executed
            by the Parties.

     5.3    TITLES. The titles of each of the Articles and Sections of this
            Agreement shall not be construed as limiting the intent of the
            subject matter they introduce.

     5.4    GOVERNING LAW. The interpretation, construction, and the remedies
            for the enforcement or breach of this Agreement shall be controlled
            by the laws of the State of Delaware, regardless of the applicable
            provisions regarding the principles of the conflicts of laws.

     5.5    SEVERABILITY. In the event that an arbitrator or court holds that a
            provision of this Agreement is in violation of applicable law, such
            provision shall be enforced only to the extent it is not in
            violation of law. All other provisions of this Agreement shall
            remain in full force and effect.

     5.6    WAIVER. No waiver shall be valid against the other Party unless made
            in writing and signed by the Party against whom enforcement of such
            waiver is sought, and only to the extent expressly specified.

     5.7    EXECUTION IN COUNTERPARTS AND BY FACSIMILE. This Agreement may be
            executed in as many counterparts as may be required. The signature
            on any counterpart which is transmitted by facsimile to the other
            Party shall be deemed the same as an original signature.

     5.8    NOTICE. Where this Agreement shall require that notice be given by
            one Party to the other or for any other communication between the
            Parties, such notice shall be in English and given by certified
            mail, express delivery service, or via facsimile transmission, to
            the address provided above, or as otherwise provided or changed
            hereinafter, in writing.

     5.9    ASSIGNMENT. This Agreement and all of its covenants, terms, and
            conditions shall bind and inure to the benefit of the Parties hereto
            and their respective heirs, devisees, and successors, however the
            Parties agree that:
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                                       10

            5.9.1  No Party may assign this Agreement, nor any of its rights and
                   obligations hereunder, to any third party without the prior,
                   written permission of the other Party, which permission shall
                   not be unreasonably delayed, conditioned, or denied, except
                   for its sale of all, or substantially all, of its assets, or
                   the sale of all of the equity of either Party; and

            5.9.2  Any Party may assign its obligations to perform any warranty
                   or any Project, Prospective Project, or Other Project,
                   pursuant to this Agreement, together with the rights,
                   obligations, and licenses hereunder, to any Affiliate, by
                   giving the other Parties thirty (30) days' prior, written
                   notice.



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IN WITNESS WHEREOF, the Parties hereto signify their acknowledgment,
endorsement, and agreement of and with every covenant above and cause this
Agreement to be executed by their respective authorized representatives as of
the date first stated above:


GLORIA SOLAR (DELAWARE) COMPANY, LTD.          SPIRE CORPORATION

By: /s/ Sam Wu                                 By:  /s/ Rodger W. LaFavre
    --------------------                            -----------------------
                                                    Rodger W. LaFavre
Its:                                           Its: Chief Operating Officer

Date: May 29, 2009                             Date: May 29, 2009




GLORIA SOLAR CO., LTD.                         GLORIA SPIRE SOLAR, LLC

By: /s/ Sam Wu                                 By: /s/ Sam Wu
    ---------------------                          ------------------------

Its: CEO                                       Its: CEO

Date: May 29, 2009                             Date: May 29, 2009