EMPLOYMENT
AGREEMENT

      


      


      This
AGREEMENT reached this 5th day of November, 2009 by and between PREMIER POWER
RENEWABLE ENERGY, INC., a Delaware corporation (hereinafter referred to as
CORPORATION) and Frank Sansone (hereinafter referred to as  EXECUTIVE
).

      


      WHEREAS
CORPORATION is a corporation duly organized and existing under the laws of the
State of Delaware, principally engaged in the business of solar power and
renewable energy solutions.

      


      WHEREAS
EXECUTIVE is an individual who has vast experience in finance and executive
management of public companies.

      


      WHEREAS
CORPORATION desires to retain the services of EXECUTIVE to act as its principal
financial and accounting officer in the position of Chief Financial Officer
(CFO) and EXECUTIVE desires to accept such retention of his services on the
terms and conditions as are more fully set forth herein.

       

      IN
CONSIDERATION FOR THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN
IT IS AGREED AS FOLLOWS:

       

      1.    
EXECUTIVE
EMPLOYMENT:  CORPORATION hereby retains the services of the
EXECUTIVE as its Chief Financial Officer (hereafter CFO). In his capacity as CFO
he shall be responsible for managing and overseeing the day to day financial
operations of the CORPORATION as well as near and long term financial planning
of the CORPORATION.  His duties shall include, but not be limited to
the following:

      


      
        
          	
                	
                  a)

                	
                  All
      financial oversight as CFO, acting and conducting day to day oversight and
      management of the financial operations and direction of the CORPORATION’S
      world wide financial activities, including but not limited to any and all
      necessary accounting functions, financial reporting, budgeting, and other
      financial activities that may require a “hands on approach” to complete in
      an accurate and timely
fashion.

                


        

      

      


      
        
          	
                	
                  b)

                	
                  Analyzing
      the financial budgetary structure of CORPORATION and proposing, overseeing
      and implementing budgetary changes and modifications related to all areas
      of financial operation including but not limited to cash flow management,
      collections, project budgeting, job costing and reporting in all areas of
      operation.

                


        

      

      


      
        
          	
                	
                  c)

                	
                  Review
      of any and all contracts CORPORATION enters into and the implementation of
      any financial terms related to those
contracts.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  d)

                	
                  Analysis,
      recommendation, design and implementation of a scalable domestic and
      international accounting system or systems as necessary to meet the
      current and future needs of the
CORPORATION.

                


        

      

      


      
        
          	
                	
                  e)

                	
                  Analysis
      and review of expansion, acquisition, merger and other related business
      opportunities.

                


        

      

      


      
        
          	
                	
                  f)

                	
                  Assisting
      in the maintenance and obtaining of short and long term debt, equity or
      project financing and/or seeking potential strategic partners, merger
      candidates, and or acquiring entities as directed by the President and
      CEO.

                


        

      

      


      
        
          	
                	
                  g)

                	
                  All
      human resource (HR) activities related to the CORPORATION’S operations,
      including but not limited to hiring, termination, compensation oversight
      and payroll as well as the establishment, implementation and refinement of
      all benefits programs, including any bonus and incentive stock or stock
      option programs as directed by the President and
  CEO.

                


        

      

      


      
        
          	
                	
                  h)

                	
                  Full
      oversight and execution of any actions required for the necessary and
      timely preparation and filing of all CORPORATION financial reports,
      registration statements and any and all other filings requiring financial
      input necessary to comply with SEC regulations and NASDAQ exchange listing
      requirements necessary for the CORPORATION to remain in full compliance
      and in good standing as a “public company” and to qualify for a “full”
      NASDAQ listing.

                


        

      

      


      
        
          	
                	
                  i)

                	
                  Oversight,
      coordination and management of any and all
  audits.

                


        

      

      


      
        
          
            	
                  	
                    j)

                  	
                    The
      establishment of adequate internal
controls.

                  


          

        

      

      


      
        
          	
                	
                  k)

                	
                  Establishing
      and maintaining Sarbanes Oxley (SOX) compliance including any SOX audit
      and controls implementation.

                


        

      

      


      
        
          	
                	
                  l)

                	
                  Oversight
      and execution of the timely preparation and filing of all tax returns and
      other filings required by the IRS as well as federal, state and local
      authorities in all jurisdictions which CORPORATION operates necessary for
      the CORPORATION to be in good standing with all tax, government, trade
      unions and regulatory bodies at all
times.

                


        

      

      


      
        
          	
                	
                  m)

                	
                  Maintaining
      and developing relationships with upper management of CORPORATION’S major
      clients and suppliers for world wide operations in order to secure the
      most favorable terms.

                


        

      

      


      
        
          	
                	
                  n)

                	
                  Presentation
      of the CORPORATION’S financial performance and any financial guidance the
      CORPORATION may choose to give third parties during investor and analyst
      conference calls, analyst meetings, in person and on the phone, as well as
      during “road shows” and at the industry events where the President and CEO
      requires the CFO to present on behalf of the
  CORPORATION.

                


        

      

      


      
        
          	
                	
                  o)

                	
                  To
      travel and dedicate the time and effort at the location designated by the
      President and CEO, on a day to day basis, necessary to perform the duties
      detailed herein.

                


        

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      In
pursuit of the foregoing responsibilities, EXECUTIVE shall report directly to
the President and CEO.

      


      EXECUTIVE
shall dedicate his full and exclusive time to the herein employment to enable
him to faithfully perform his duties hereunder; provided, however, EXECUTIVE may
continue to serve on the board of directors of one public company other than
CORPORATION at any given time if it is not in the solar industry or a competitor
of CORPORATION. In connection herewith, EXECUTIVE shall be required to travel
both statewide, nationally and internationally to perform his duties
hereunder.  However it is expressly understood that the US Corporate
Headquarters in El Dorado Hills, CA shall be his base office of
operation.

      


      CORPORATION
will indemnify EXECUTIVE against any claims arising from his employment
hereunder, unless a result of EXECUTIVE’S gross negligence or misconduct,
pursuant to the standard indemnification policy as set forth by CORPORATION with
respect to the other executive officers of the CORPORATION.

      


      2.    
TERM:  The
term of the EXECUTIVE’s employment hereunder shall be four years and shall
commence upon the signing of this Agreement, and shall terminate on the four
year anniversary of the signing of this Agreement, subject to earlier
termination under Section 5.

      


      3.    
COMPENSATION:  In
consideration for the services being rendered herein, EXECUTIVE shall be
entitled to and shall receive the following compensation:

      


      
        
          	
                	
                  a)

                	
                  Annual
      compensation of One Hundred Eighty Thousand Dollars ($180,000.00) to be
      paid in 24 equal payments during each
year.

                


        

      

      


      
        
          	
                	
                  b)

                	
                  Employee
      will receive stock options granted under the CORPORATION’s 2008 Equity
      Incentive Plan as follows:

                


        

      

      


      
        
          	
                	
                  i.

                	
                  For
      the full term of this Agreement, options to purchase an aggregate 250,000
      shares of the common stock of CORPORATION (the OPTIONS), at the Strike
      Price defined below, vesting 25% per year upon the first, second, third,
      and fourth year anniversary of the grant date of such options while
      employed by the CORPORATION.

                


        

      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                  	
                    ii.

                  	
                    The
      OPTIONS
      will be issued at a “Strike Price” to be the same as the price of the
      CORPORATION’S common stock as of the end of the day’s trading as quoted on
      the primary exchange or quotation service the CORPORATION’S common stock
      is listed or quoted, on the day the OPTIONS were approved by the
      CORPORATION’S board of
directors.

                  


          

        

      

      


      
        
          	
                	
                  iii.

                	
                  Notwithstanding
      the vesting time frames specified above, EXECUTIVE’S rights to receive the
      OPTIONS shall be accelerated in the event of a sale of over 50% of
      CORPORATION’S common stock to a single third party (“Triggering Event”) so
      that the portion of the OPTIONS that would have vested at the next annual
      anniversary of the OPTIONS’ grant date will vest in full on the date of
      the Triggering Event.

                


        

      

      


      
        
          	
                	
                  c)

                	
                  Health
      insurance pursuant to CORPORATION’S standard
  policy.

                


        

      

      


      
        
          	
                	
                  d)

                	
                  401K
      pursuant to CORPORATION’S standard
policy.

                


        

      

      


      
        
          	
                	
                  e)

                	
                  Reimbursement
      of reasonable expenses necessarily incurred by EXECUTIVE in the pursuit of
      his duties hereunder.

                


        

      

      


      
        
          	
                	
                  f)

                	
                  14
      days paid vacation per year, which will accrue at the beginning of each
      year.

                


        

      

      


      
        
          	
                	
                  g)

                	
                  Reasonable
      travel and lodging costs associated with EXECUTIVE’S commute from his home
      in Southern California to CORPORATION’S US Corporate Headquarters in El
      Dorado Hills, CA for the first 12 months of employment hereunder, which
      are approved in advance by CORPORATION. EXECUTIVE will bear the costs
      associated with his
relocation.

                


        

      

      


      4.    
NON-DISCLOSURE:  In
pursuit of his job responsibilities, EXECUTIVE shall acquire financial,
marketing and other proprietary information and data of
CORPORATION.  To insure the continued confidential nature of this
information,   EXECUTIVE shall execute a Non-Disclosure Agreement
with the CORPORATION in connection with his employment with the
CORPORATION.

      


      5.     TERMINATION BY
CORPORATION:  This Agreement may be terminated at any time by
CORPORATION during the initial 90 day period with the giving of four days
written notice.  In addition thereto, it may be terminated at any
time, without notice “For Cause”.  For purposes of this Agreement “For
Cause” shall
be defined as the occurrence of any of the following acts of
EXECUTIVE:

      


      
        
          
            	
                  	
                    a)

                  	
                    Conducting
      or
      participating in any transaction or activity that is a violation of any
      governmental rule, regulation, ordinance, and/or law, (unless specifically
      instructed to do so by the CORPORATION’S Board of
    Directors).

                  


          

        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  b)

                	
                  Conducting
      any activity or transaction that might be deemed a breach of the fiduciary
      relationship owed to CORPORATION by EXECUTIVE as a result of his
      employment hereunder.

                


        

      

      


      
        
          	
                	
                  c)

                	
                  Any
      material breach of the terms and conditions of this Agreement or the terms
      and conditions of the Non-Disclosure
Agreement.

                


        

      

      


      
        
          	
                	
                  d)

                	
                  Any
      disability which prevents EXECUTIVE from fulfilling his duties hereunder
      for a period of 60 days over any twelve month or lesser
      period.

                


        

      

      


      Notwithstanding
the foregoing, this Agreement may be further terminated by CORPORATION at any
time after the initial 90 days, without cause, in the event EXECUTIVE resigns or
terminates this Agreement or in the event of a Triggering Event under which
stock options vesting for a given year is accelerated. Should EXECUTIVE be
terminated by CORPORATION after the initial 90 days without cause, a severance
payment equal to six months of the base compensation listed in Section 3(a)
above will be due to EXECUTIVE.

      


      EXECUTIVE
agrees not to enter into any business that competes directly with CORPORATION
for a period of three years from the date of termination of this
Agreement.

      


      6.    
MISCELLANEOUS
PROVISIONS:    

      


      
        
          	
                	
                  a)

                	
                  The
      parties hereto agree to execute any and all documents necessary to
      effectuate the intent of this Agreement.  Furthermore, the
      parties hereto agree to comply with all statutory requirements with
      respects to the transfer of the instant shares, if any such stock option
      is exercised.

                


        

      

      


      
        
          	
                	
                  b)

                	
                  This
      Agreement and the Non-Disclosure Agreement shall constitute the full and
      final agreement between the parties with respect to the subject matter of
      this Agreement. This Agreement and the Non-Disclosure Agreement shall
      supersede any prior or contemporaneous agreement, oral or written, between
      the parties.

                


        

      

      


      
        
          	
                	
                  c) 

                	
                  If
      any provision of this Agreement shall be found to be invalid or
      unenforceable in any respect, the remainder of the Agreement shall remain
      in full force and effect.  The Agreement shall be interpreted to
      provide a full and reasonable commercial
  interpretation.

                


        

      

      


      
        
          	
                	
                  d) 

                	
                  Any
      and all modifications to this Agreement must be undertaken in writing and
      signed by all parties.

                


        

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        
          	
                	
                  e) 

                	
                  This
      Agreement shall be interpreted according to the laws of the State of
      California. If any suit or litigation is instituted it shall be brought in
      Sacramento, California. The prevailing party in any such litigation shall
      be entitled to their reasonable attorney’s fees and
  costs.

                


        

      

      


      
        
          	
                	
                  f) 

                	
                  All
      parties warrant that they possess the full authority and capacity to enter
      into this Agreement and bind their respective
  associates.

                


        

      

      


      
        
          	
                	
                  g)

                	
                  This
      Agreement shall inure to the benefit or burden of any and all assigns,
      parents, and/or subsidiaries of CORPORATION and cannot be assigned, other
      than to any such entity in which CORPORATION holds at least a 50% interest
      therein, without the express written consent of the other party; save any
      merger or acquisition approved by the CORPORATIONS
      shareholders.

                


        

      

      


      
        
          	
                	
                  h)

                	
                  This
      Agreement may not be assigned by EXECUTIVE and services contracted for
      herein are specific to EXECUTIVE and may not be delegated or assigned to
      any other person other than
EXECUTIVE.

                


        

      

      


      


      


      


      Agreed
and Accepted:

      


      


      PREMIER
POWER RENEWABLE ENGERY, INC.

      


      


      


      /s/ Dean
Marks

      __________________________________

      Dean
Marks

      Chief
Executive Officer

      


      


      /s/ Frank
Sansone

      __________________________________

      Frank
Sansone

      As an
individual

       

      
        
          
          

        

        
          6