Exhibit 10.33 - Contract Revenues Agreement by and between Sundance Power,
      LLC, a Colorado limited liability company and Solar Power, Inc., a California
      corporation, dated September 5, 2006


    
      

      

    

    Exhibit
      10.33

     

    
      
        CONTRACT
          REVENUES AGREEMENT

        


        This
          Contract Revenues Agreement (this "Agreement") is entered into this
          5th
          day of
          September, 2006 (the "Effective Date"), by and between SUNDANCE POWER,
          LLC, a
          Colorado limited liability company, 813 14th Street, Suite B, Golden, Colorado
          80401 ("Sundance"); and SOLAR POWER, INC., a California corporation, 4080
          Cavitt
          Stallman Road, Granite Bay, California 95746 ("Solar Power"). 

        


        RECITALS

        


        A.   Sundance
          and Dale Renewable Consulting, Inc. ("DRCI") entered into an agreement
          in which
          DRCI agreed to pay Sundance specified percentages of the total revenues
          of
          certain contracts developed by Sundance and installed by DRCI (the "Joint
          Contracts"), according to a revenue sharing schedule (the "Revenue Sharing
          Schedule"), in exchange for Sundance providing certain goods and services
          (the
          "Goods and Services") to DRCI and the Joint Contract customers. 

        


        B.   Solar
          Power acquired certain assets of DRCI, including the Joint Contracts.


        


        C.   Solar
          Power and Sundance desire to enter into an agreement in which Solar Power
          will
          retain the revenues that would otherwise be paid to Sundance under the
          Revenue
          Sharing Schedule, and acquire the service mark of Sundance, in exchange
          for cash
          and stock payments to Sundance. 

        


        AGREEMENT

        


        1.   Initial
          Payment by Solar Power.
          On the
          Effective Date of this Agreement, Solar Power will power will pay to Sundance
          $75,000.00 in cash or certified funds, and will issue to Sundance common
          stock
          of Solar Power worth $75,000.00 at the current market price. 

        


        2.   Subsequent
          Payment by Solar Power.
          Upon
          the earlier of (a) the Completion (as defined below) of the Joint Contracts,
          which contracts are listed in Exhibit
          A attached
          to this Agreement and incorporated herein by this reference; or (b) December
          31,
          2006, provided that Sundance has used reasonable efforts to provide the
          Goods
          and Services, which goods and services are listed in Exhibit
          B attached
          to this Agreement and incorporated herein by this reference, and notwithstanding
          any termination of any of the Joint Contracts for any reason not within
          the sole
          control of Sundance, Solar Power will pay to Sundance $175,000.00 in cash
          or
          certified funds, and will issue to Sundance common stock of Solar Power
          worth
          $175,000.00 at the Market Price as of the date of Completion (as defined
          below).
          "Market Price" shall be defined as 1) the median between opening and closing
          price on the effective date if the stock is trading on any exchange
          at the
          time of transfer; or 2) the most recent private transfer price if the stock
          is
          not yet traded on an exchange. 


        
          
            
            

          

          
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        3.   Completion.
          The
          "Completion" of the Joint Contracts occurs when Solar Power has received
          final
          payment under the terms of each contract. Effective on the date of receipt
          of
          final payment for an individual Joint Contract, Solar Power will make a
          payment
          to Sundance that is proportional to the percentage of the specific Joint
          Contract revenue compared to combined revenue of all Joint Contracts. Such
          payment will consist of 50% cash or certified funds and 50% common stock
          at the
          Market Price. 

        


        4.   Reduction
          of Payment. If
          payments to Solar Power under the terms of the Joint Contract(s) are reduced
          because of reasons within the sole control of Sundance, the payment of
          cash and
          issuance of stock to Sundance under Section 2 above will be reduced by
          the
          following formula: The amount that the payments to Solar Power under a
          Joint
          Contract are reduced by reasons within the sole control of Sundance will
          be
          multiplied by the percentage of the total revenues of that Joint Contract
          compared to the combined revenue of all Joint Contracts and Solar Power's
          payment to Sundance will be reduced by that resulting amount, allocated
          evenly
          among cash and stock. Provided, however, that under no circumstances will
          Sundance owe money to Solar Power. By way of example only, if Sundance
          fails to
          timely deliver a product under one of the Joint Contracts, and that failure
          by
          Sundance results in a penalty of a $1,000.00 reduction in the Joint Contract
          price, and Joint Contract price is 55% of the combined revenue of all Joint
          Contracts, Solar Power's total obligation to Sundance will be reduced by
          $550.00, resulting in a reduction in cash of $225.00 and a reduction in
          stock
          valued at $225.00, at Market Price as specified above. 

        


        5.   Obligations
          of Sundance.
          In
          exchange for the payments from Solar Power as specified above, but subject
          to
          the condition subsequent that Solar Power pay to Sundance all of the
          consideration specified in this Agreement (the "Consideration"), Sundance
          does
          all of the following: 

        


        a.    Relinquishes
          its right to obtain any Future Payment constituting a share of the revenues
          of
          any Joint Contract or other Solar Power Contracts. "Future Payment" shall
          mean
          any payment to Sundance by a customer, including DRCI, that results from
          a
          Sundance invoice dated after July 31, 2006. 

        


        b.    Relinquishes
          its right to obtain any Future Payment from the sale or installation of
          solar
          electric power system Goods and Services. 

         

        c.    Transfers
          to Solar Power all of its rights to the service mark of Sundance. The parties
          acknowledge and agree that Sundance will retain the right to use its current
          entity name, Sundance Power, LLC, subject to its obligation to dissolve,
          as
          specified below. 

        


        d.    Agrees
          that upon its receipt of all the Consideration, and provided that Solar
          Power is
          not otherwise in breach of this Agreement, it will cause its Manager to
          begin,
          and thereafter diligently pursue, the process of distributing its assets
          to its
          Members and winding up the affairs of the company; and thereafter, it will
          dissolve. 

        


        6.   Default
          by Solar Power. In
          addition to any other rights available to Sundance under this Agreement
          and
          applicable law, if Solar Power breaches any of the terms of this Agreement,
          and
          does not cure the breach within 10 days after written notice from Sundance
          specifying the breach, (i) Solar Power's rights to the service mark of
          Sundance
          will automatically be transferred back to Sundance, and Solar Power will
          immediately cease all use of the name and mark or any similar mark or name;
          (ii)
          Solar Power will be obligated to immediately pay to Sundance the greater
          of the
          amount due under this Agreement, or under the terms of the agreement between
          Sundance and DRCI; and (iii) and Sundance will have no further obligation
          under
          this Agreement. 


        
          
            
            

          

          
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        7.    Notices.
          Any
          notices required or contemplated under the terms of this Agreement or by
          law may
          be given by personal delivery, courier, or certified mail, directed to
          the
          appropriate party at the address above, or such other addresses as any
          party may
          designate in writing prior to the time of the giving of such notice. Notices
          will be deemed "delivered" when received by the party being notified if
          given by
          personal delivery or courier; or if given by certified mail, three (3)
          days
          after being deposited with the U. S. Postal Service with proper address
          and
          postage paid; unless delivery is refused or the party does not retrieve
          the
          notice after notification by the Postal Service or courier, in which case
          the
          notice is effective upon attempted personal delivery, mailing, or deposit
          with a
          courier service (as applicable). 

        


        8.    Modifications.
          Any
          modification to this Agreement must be in writing and signed by both parties.
          

        


        9.    Applicable
          Law and Forum.
          Except
          to the extent that U. S. federal law applies, the construction, validity,
          interpretation and enforcement of this Agreement will be governed by and
          construed in accordance with the laws of the State of California. The parties
          submit to jurisdiction of and venue in the State and Federal Courts located
          in
          California in any legal proceeding necessary to interpret or enforce this
          Agreement or any part of this Agreement. 

         

        10. 
             No
          Waiver. Failure
          by either party to enforce at any time or for any period of time any of
          the
          provisions of this Agreement shall not be construed as a waiver of such
          provisions, and shall in no way affect that party's right to later enforce
          the
          provisions. 

         

        11.     Partial
          Invalidity.
          If any
          of the provisions contained in this Agreement are held by a court of competent
          jurisdiction to be invalid, illegal or unenforceable in any respect, that
          invalidity, illegality or unenforceability will not affect any other provisions
          of this Agreement, and all other provisions will remain in full force and
          effect. 

        


        12.     Attorneys'
          Fees and Costs.
          If any
          legal action is brought to enforce or interpret this Agreement, the prevailing
          party in the action is entitled to recover its reasonable attorneys' fees
          and
          costs from the other party. 

        


        13.     Assignment.
          Neither
          party may assign this Agreement or any of its rights or obligations under
          the
          terms of this Agreement without the prior written consent of the other
          party,
          which consent will not be unreasonably withheld. 

        


        14.     Interpretation.
          Each
          party represents that it has had the assistance of counsel concerning this
          Agreement or has had an opportunity to consult with legal counsel of its
          choosing concerning this Agreement, and each party agrees that this Agreement
          may not be construed or interpreted against any party on the grounds of
          authorship. 


        
          
            
            

          

          
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        15.     Captions.
          The
          headings in this Agreement are for purposes of identification only and
          will not
          be considered in construing this Agreement. 

        


        16.     Binding
          Effect. All
          the
          terms and provisions of this Agreement will be binding upon and inure to
          the
          benefit of the successors and assigns of the parties, to the extent this
          Agreement is assignable. 

        


        17.     Entire
          Agreement. This
          Agreement, including its exhibits, sets forth the entire understanding
          of the
          parties with respect to the subject matter of this Agreement, and supersedes
          all
          prior agreements, understandings and negotiations with respect to the subject
          matter hereof. 

        


        18.     Counterparts.
          This
          Agreement may be executed in counterparts, each of which constitutes an
          original, and all of which together shall constitute one and the same document.
          

        


        [Signatures
          Immediately Follow]

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         


        
          
            
            

          

          
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        SIGNATURE
          PAGE

        


        


        


        


        
          	
                  SUNDANCE
                    POWER, LLC

                	
                  SOLAR
                    POWER, INC.

                
	 	 
	
                  By:/s/
                    Kirk
                    Stokes                      
                    

                	
                  By:
                    /s/ Glenn
                    Carnahan                       
                    

                
	
                  Print
                    Name: Kirk
                    Stokes            
                    

                	
                  Print
                    Name: Glenn Carnahan       
                    

                
	
                  Title:
                    President                            
                    

                	
                  Title:
                    CFO                                         
                    

                


        

        


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
 

        


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