Exhibit 10.15

              CIRALIGHT SMART SKYLIGHTS AUTHORIZED DEALER AGREEMENT

AN AGREEMENT,  BY AND BETWEEN CIRALIGHT GLOBAL,  INC.  ("MANUFACTURER")  AND THE
ENERGY  SOLUTION GROUP  WORLDWIDE,  LLC THE ("DEALER") MADE AS OF APRIL 15, 2010
(the "Effective Date") .

In consideration of the mutual  covenants herein  contained,  the parties hereto
agree as follows:

1. GENERAL.  This  Agreement  governs all  transactions  hereafter  entered into
between  Manufacturer and Dealer concerning the Products  developed and marketed
by Manufacturer.

2. APPOINTMENT.  Subject to the terms set forth in this Agreement,  Manufacturer
hereby appoints Dealer,  and Dealer accepts the appointment by Manufacturer,  to
be a  non-exclusive,  independent  Dealer  of the  products  (the  "Product(s)")
described  in  Schedule  "A"  ("Authorized  Products  List").  Dealer  shall  be
authorized  to deal in  additional  products  marketed by  Manufacturer  only if
Manufacturer  first  signs a new  Schedule  "A"  adding  them to the  Authorized
Products List and provides written notification of the addition to Dealer.

3. TERRITORY.  Dealer shall have the non-exclusive  right to promote,  sell, and
market Products only in the geographical territory and or market(s) described in
Schedule "B" (the "Territory"),  except as otherwise specifically  authorized by
Manufacturer in writing.  Manufacturer reserves the right to designate others to
sell any of the Products in the Territory.  Dealer shall not resell  Products to
any person or entity  that  Dealer has reason to believe  will ship the  Product
outside the Territory.

4. GOVERNMENT,  NATIONAL AND MAJOR ACCOUNTS. Manufacturer and Dealer acknowledge
that in order to  maximize  market  penetration  for the  Products,  it might be
appropriate for Manufacturer,  or other authorized  Manufacturer dealers, agents
or parties,  to sell or otherwise  market  Products to major end-user  accounts,
including  national  accounts,  and government  accounts,  some of whom may have
multiple end-user locations in different geographic areas including areas within
or outside the Territory. Manufacturer shall have the right to make arrangements
directly with such  accounts or with other parties to provide for  installation,
warranty  and regular  service and  maintenance.  Dealer  agrees to use its best
effort to cooperate with Manufacturer and other  Manufacturer  agents or parties
to adhere to such guidelines as Manufacturer  may from time to time establish in
the  implementation of any such programs.  Manufacturer  shall have the right to
designate  by  written  notice to Dealer  that such  accounts  are  outside  the
Territory  of Dealer and Dealer shall not  solicit,  market or sell  Products to
such designated accounts.

5. DEALER  NETWORK.  Dealer shall have no right to sublicense  any of its rights
herein to other dealers or similar third party marketers.

6.  INDEPENDENT  CONTRACTOR  RELATIONSHIP.  Nothing  contained in this Agreement
shall create an agency  relationship,  joint venture,  partnership or other like
arrangement  between the  parties,  shall be  construed to make either party the
agent for the other party for any  purposes,  and  neither  party shall have any
right whatsoever to incur any liabilities or obligations on behalf of or binding
upon the other party. Dealer has not been granted a franchise, and Dealer is not
an agent of  Manufacturer.  Neither  party shall have the power or  authority to
represent the other party in any manner.  Each party will act as an  independent
contractor  in accordance  with the terms of this  Agreement and will not at any
time  represent  orally or in  writing  to any  person or  corporation  or other
business entity that it has any right,  power or authority not expressly granted
by this  Agreement.  Dealer  shall not commit  Manufacturer  to any  contractual
obligation,  make any warranties or representations  purportedly on behalf of or
approved by Manufacturer  with respect to products other than those set forth in
Manufacturer's supplied material.

7.  RESPONSIBILITIES  OF  MANUFACTURER.  Subject to the terms of this Agreement,
Manufacturer may at its sole discretion:

     (a)  provide  Dealer,  from  time  to  time,  with  marketing   literature,
          technical & installation  literature,  technical advice and assistance
          and warranty  literature as  Manufacturer  deems  appropriate  for the
          Products and related goods;
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     (b)  conduct service training and sales and marketing training and programs
          for Dealer, as Manufacturer may deem appropriate from time to time;

     (c)  engage in advertising programs, which may include national,  local, or
          cooperative advertising (on such terms, including cost allocation,  as
          may be  agreed  from  time to time by the  parties),  of such type and
          nature as Manufacturer deems appropriate for the successful  marketing
          of Products and related goods.

8. RESPONSIBILITIES OF DEALER

Pre-sale  and  post-sale  support of the  Products  by Dealer is critical to the
reputation  and success of the  Products and related  goods in the  marketplace.
Dealer  acknowledges that its ability and commitment to provide such support and
to market Products are extremely  important elements in Manufacturer's  decision
to enter into this Agreement. Subject to the other provisions of this Agreement,
Dealer specifically agrees as follows:

     (a)  BEST EFFORTS - Dealer shall exercise its best efforts to achieve (in a
          manner  consistent  with the other  terms of this  Agreement)  maximum
          market  penetration  for the Products in the  Territory.  Dealer shall
          provide reasonable marketing coverage in the Territory.

     (b)  SALES  ORGANIZATION  - Dealer  shall  establish  and  maintain a sales
          organization  of  personnel  who are fully  trained and  knowledgeable
          about the Products.

     (c)  INSTALLATION  AND  END-USER  TRAINING - Dealer  shall ensure that each
          end-user  who  acquires  any of the  Products  from Dealer is provided
          proper installation support and operational training.

     (d)  REPORTS - Dealer  shall  monitor its  activities  with  respect to the
          Products and shall  provide  Manufacturer  with a report not less than
          twenty (20) days after the end of each calendar  quarter setting forth
          in reasonable detail the following:

          (i)  sales and inventory for the preceding quarter;

          (ii) sales analysis within the Territory;

          (iii)forecasts  for future  sales on a rolling one month,  three month
               (quarter) and annual basis;

          (iv) service and support activity.

          (v)  photos of completed installations

Manufacturer  reserves the right to  prescribe  the form of such reports and the
level of detail required form time to time by written notice to Dealer.

     (e)  SYSTEMS - Dealer shall  incorporate  the Products only into systems or
          with  other  products,  including  hardware  and  software,  that  are
          compatible  with the  Product.  Manufacturer  shall  have the right to
          publish lists of compatible and/or incompatible systems and products.

9. PRODUCT DEVELOPMENT

Manufacturer  reserves the right, in its sole and absolute  discretion,  to make
modifications,  improvements  or changes  to  Products  or  related  goods or to
discontinue  the sale or  distribution  of any Products or related  goods at any
time without  incurring  any liability  whatsoever  to Dealer or others.  Should
Dealer require,  Manufacturer will fulfill outstanding  accepted orders for such
discontinued  Products.  Should  Dealer  have  inventory  of  any  such  Product
purchased within sixty (60) days from Manufacturer's announced discontinuance of
such Product, Manufacturer will repurchase at Dealer's cost such Product subject
to  receiving  Dealer's  order for other  Products of equal  value.  The cost of
shipping and handling any returned Product shall be borne by Dealer.

10. PURCHASES

(a) Dealer shall order and purchase Products and related goods from Manufacturer
by written,  purchase orders ("Purchase  Orders"),  which shall (i) be deemed to
incorporate the terms and conditions of this Agreement  whether or not reference
to this Agreement is made,  (ii) identify each Product  ordered by model number,
(iii) indicate quantity,  price (on a pro forma basis, with the invoice price to
be determined in accordance  with the provisions of this Agreement) and shipping
instructions  and (iv) specify Dealer's  requested  delivery dates. The terms of
Dealer's  Purchase  Orders shall be subject to and consistent  with the terms of
this Agreement and shall be null and void to the extent they vary from, conflict
with or supplement the terms of this Agreement. Purchase Orders will bind

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Manufacturer only to the extent accepted by Manufacturer's  written confirmation
or delivery.

(b) Delivery dates given by  Manufacturer as part of order  acknowledgement  for
accepted orders for Products or related goods will be honored by Manufacturer on
a best effort basis.

(c)  Accepted  orders for  Special  Order  Products or related  goods  cannot be
canceled or modified by Dealer without Manufacturer's prior written approval.

(d)  Dealer  must  accept all such  Products  that are not  defective.  Returned
Products shall be subject to a restocking charge of fifteen percent (15%) of the
invoice price of the Products returned.

(e) Manufacturer  reserves the right,  without limiting its other remedies under
this  Agreement,  to refuse to supply  Products to Dealer  and/or to cancel this
Agreement  if (i)  Dealer  attempts  to  distribute  any  Product  to persons or
entities outside of the Territory or assists or permits anyone else to do so, or
(ii) Manufacturer  receives  repeated  complaints from end-users of the products
regarding the  performance of Dealer's  installation or service of the products,
and Dealer fails to cure such complaints to  Manufacturer's  satisfaction  after
reasonable noticer.

(f)  Manufacturer  reserves the right to reject or cancel any Purchase Order, in
whole or in part, if Dealer is then in breach of this  Agreement,  including but
not limited to late on payments due to Manufacturer.

(g) Manufacturer  reserves the right to establish minimum purchase quantities of
Product as defined by Manufacturer from time to time.

11. PRICES

(a) Product prices are those in Manufacturer's then current Dealer Price List as
set out in Schedule "D". Manufacturer reserves the right to change prices and/or
discounts and the  effective  date of such change shall be the 30th calendar day
following notice thereof to Dealer.

(b) Any price adjustment will apply to orders received by Manufacturer after the
effective date of price change.

(c)  Prices do not  include,  and Dealer is  responsible  for,  any sales,  use,
inventory,  value  added and like taxes or duties for  Products  resulting  from
Dealer's  sales to  end-users,  including  Products  to which  title has not yet
passed.

(d) All  prices  are FOB.  Manufacturer  shall be deemed to have  delivered  all
Products and related  goods when such are put in the custody of a carrier at the
FOB  point,  at which  time all risk of loss or damage  shall pass to Dealer not
with standing the  reservation of title by Manufacturer as provided in paragraph
12(c) of this  Agreement.  Dealer  shall  bear all  costs  of  freight,  freight
insurance and associated costs and shall make all arrangements for same from the
FOB point.  Within  fifteen  (15) days after  receipt of any Products or related
goods by Dealer, Dealer shall notify Manufacturer in writing of any defect in or
damage to such Products or related goods which  occurred prior to the passing of
title of the Products to the Dealer. Failure to do so shall be deemed conclusive
proof  that  such  defect  or  damage  is  not  attributable  to  the  fault  of
Manufacturer  and shall  constitute a waiver of all claims against  Manufacturer
arising out of such defect or damage.

12. PAYMENT

(a) Dealer shall pay for Products in accordance with the terms of Manufacturer's
invoices.  Unless otherwise  agreed in writing,  all payments due to Distributor
hereunder (including  interest) shall be made in US Dollars.  Payment pertaining
to any and all  orders  placed by Dealer  according  to this  Agreement,  unless
otherwise  agreed in writing will be executed by Dealer through wire transfer to
Manufacturer's  bank  account,  the  details  of which will be  communicated  by
Manufacturer to Dealer from time to time, in two installments as follows:

          i.   Dealer will pay 50% of the  purchase  price of any order no later
               than ten (10) days prior to the shipment of any order.

          ii.  Dealer will pay the  remaining  50% of the purchase  price of any
               order no later  than  twenty-one  (21)  days  after  the date the
               shipment is picked up from the Manufacturer.

Provided the Dealer fully complies with the payment terms for three  consecutive
orders then  Dealer's  credit  terms shall  become net thirty (30) days from the
date the order is picked up from Manufacturer. Manufacturer shall be entitled to
charge and Dealer  shall pay  interest at the rate of two percent (2%) per month
from the date of shipment on overdue invoices. Manufacturer shall have the right
to revert the payment  terms back to requiring a 50% deposit and 50% net 21 days
in the event the Dealer defaults on the Net 30 payment terms.

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(b) The supply of credit herein shall be at the discretion of  Manufacturer  and
Manufacturer  reserves the right to withhold  delivery of Product if Dealer does
not meet Manufacturer's credit requirements or the amount of Product ordered, or
the amount of Product which remains unpaid (whether or not overdue)  exceeds the
limit established by Manufacturer for Dealer.

(c) Title to Products  purchased  from  Manufacturer  by Dealer  shall pass upon
transfer from Manufacturer's  warehouse to the carrier as stated in 11(d) above.
Notwithstanding the foregoing, Manufacturer shall maintain a beneficial interest
in the Product until Manufacturer has been paid in full.

(d)  Without  limiting  any other  rights it may have under this  Agreement  and
applicable  law,  all  of  Manufacturer's   obligations  under  this  Agreement,
including  obligations of supply, or any Dealer purchase order, can be suspended
should Dealer be delinquent in making payment for previously shipped Products.

13. SERVICE RESPONSIBILITY

Dealer  acknowledges  that the Products may require  installation and after-sale
servicing and maintenance by skilled,  trained and fully qualified  technicians.
Dealer will  provide for  professional,  prompt,  and expert  installation,  and
service support for Products sold in the Territory as outlined from time to time
in Manufacturer's service program.

Dealer shall:

(a) strictly adhere to all  installation,  service and parts inventory  policies
and  guidelines  established  by  Manufacturer  from time to time.  Dealer shall
purchase  all  components  related  to the  installation  and  operation  of the
products from the Manufacturer or Manufacturer's designated supplier. This shall
include  without  limitation  the  skylights,  lenses,  lightwells  and  related
accessories.  Dealer shall be allowed to supply  curbs from third party  sources
provided  that  these  parts  comply  with the  specifications  provided  by the
Manufacturer;

(b) maintain proper installation and servicing tools and facilities;

(c) Dealer shall  install the  Products in  accordance  with the  Manufacturer's
official  installation  manual  and  instructions.  Installations  performed  by
unauthorized/uncertified   personnel,  not  installed  in  accordance  with  the
official   installation  manual  and  instructions,   or  otherwise   improperly
installed, may result in voiding all or a portion of the Manufacturer's warranty
for such Product.

(d) make available and provide competent  maintenance and service support,  in a
commercially  reasonable  manner and rates,  to all  end-users of Products  (and
other  Products  as  Manufacturer  may  request in  writing)  in the  Territory,
irrespective of whether the Product was sold to the end-user by Dealer.

14. WARRANTY TO DEALER

     a)   THE MANUFACTURER  WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE
          FREE  FROM  DEFECTS  IN  MATERIAL  AND   WORKMANSHIP,   WHEN  PROPERLY
          MAINTAINED  UNDER  NORMAL  USE.  A COPY OF THE END  USER  WARRANTY  IS
          ATTACHED HERETO AS EXHIBIT "C"

     b)   PRODUCTS  WHICH DO NOT  CONFORM  TO  THEIR  DESCRIPTION  OR WHICH  ARE
          DEFECTIVE  IN  MATERIAL OR  WORKMANSHIP  WILL,  BY THE  MANUFACTURER'S
          DECISION, BE REPLACED OR REPAIRED,  OR, AT THE MANUFACTURER'S  OPTION,
          CREDIT FOR THE ORIGINAL  PURCHASE  PRICE MAY BE ALLOWED  PROVIDED THAT
          DEALER  NOTIFIES  THE  MANUFACTURER  IN WRITING OF SUCH DEFECT  WITHIN
          THIRTY (30) DAYS OF  DISCOVERY  AND DEALER  RETURNS  SUCH  PRODUCTS IN
          ACCORDANCE WITH THE  MANUFACTURER'S  INSTRUCTIONS.  NO PRODUCTS MAY BE
          RETURNED  BY THE  DEALER  WITHOUT  THE  MANUFACTURER'S  PRIOR  WRITTEN
          AUTHORIZATION.

     c)   This warranty  does not apply to any product which has been  subjected
          to misuse,  modification,  abuse, negligence or accident by the dealer
          or third  parties,  or which was not installed in accordance  with the
          Installation  Instructions.  THE  WARRANTY  FOR THE  CONTROLLER  SHALL
          BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY
          REASON.

     d)   No other warranties,  express or implied,  including any warranties or
          conditions  regarding  merchantability  or  fitness  for a  particular
          purpose, relating to the use or performance of the product,  software,
          documentation  or  services   provided  by  manufacturer  is  made  by
          manufacturer  to dealer,  its dealers or customers.  The  manufacturer
          shall not be liable  for  direct,  indirect,  incidental,  special  or
          consequential  damages,  under any circumstances,  including,  but not
          limited  to,  damage  or  loss  resulting  from  inability  to use the

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          products,  increased  operating  costs or loss of sales,  or any other
          damages.  To make a claim under this warranty,  dealer must notify the
          manufacturer in writing within the warranty period.

     e)   Labor costs  incurred  under the  Manufacturer's  warranty for service
          work performed by Dealer shall be reimbursed to Dealer by Manufacturer
          in accordance with Manufacturer's established repair cost schedule.

     f)   A Product replaced in warranty will carry the limited warranty for the
          balance  of the  warranty  period  of the  Product  that it  replaces.
          Replacement parts and repaired equipment  out-of-warranty will carry a
          ninety (90) day warranty on the part,  assembly or component  that was
          replaced or repaired and shall be subject to the same  limitations and
          exclusions as the Limited Warranty for a similar new Product.

     g)   Dealer agrees to provide project and customer contact  information for
          installations to Manufacturer for the purpose of registering  Customer
          for  Manufacturer's  Warranty.  Manufacturer  reserves  the  right  to
          contact  customers for the purpose of determining  their  satisfaction
          with the Products.

     h)   The foregoing  constitutes the dealer's sole and exclusive  remedy and
          the manufacturer's  sole obligation with respect to products furnished
          hereunder.

15.  INDEMNIFICATION OF MANUFACTURER BY DEALER. Dealer shall indemnify,  defend,
and hold harmless the Manufacturer,  its employees, officers, directors, agents,
and  representatives   (each  of  the  foregoing   hereinafter  referred  to  as
"Indemnified  Party") of,  from,  and  against  any and all  claims,  penalties,
demands, causes of actions,  damages, losses,  liabilities,  costs, and expenses
including reasonable attorneys' fees, of any kind or nature whatsoever,  arising
out of or in any manner directly or indirectly  related to Dealer's  obligations
under this  Agreement,  except to the extent  attributable  to the negligence or
willful  misconduct of the  Manufacturer,  its employees,  officers,  directors,
agents,  and  representatives.,  This  shall  include  but  not be  limited  to;
representations  and warranties made by Dealer in respect of the Products or the
system within which it is  incorporated  which are not contained in Manufacturer
product  literature  or are not  authorized  in  writing  by  Manufacturer.  And
improper installation, support or maintenance of any system in which the Product
is incorporated.

16. INDEMNIFICATION OF DEALER BY MANUFACTURER.  The Corporation shall indemnify,
defend, and hold harmless Dealer, its employees,  officers,  directors,  agents,
and  representatives   (each  of  the  foregoing   hereinafter  referred  to  as
"Indemnified  Party") of,  from,  and  against  any and all  claims,  penalties,
demands, causes of actions,  damages, losses,  liabilities,  costs, and expenses
including reasonable attorneys' fees, of any kind or nature whatsoever,  arising
out of or in any manner  directly  or  indirectly  related to the  Corporation's
obligations  under  this  Agreement,  except to the extent  attributable  to the
negligence or willful misconduct of Dealer, its employees,  officers, directors,
agents, and representatives.

17. INFRINGEMENT BY PRODUCT

In the event of any claim by a third party  against  Dealer  asserting a patent,
copyright,  trade secret or other proprietary right  infringement  involving the
Product,  ,Manufacturer  will, at its expense,  defend and/or settle such claim,
and will  indemnify  Dealer  against any  reasonable  cost,  legal  fees,  other
expenses  and damages  required for such defense or  settlement,  provided  that
Dealer promptly notifies Manufacturer in writing of such claim, and furnishes to
Manufacturer  copies  of  all  letters  and  other  documents  relating  to  the
allegation of infringement.  Manufacturer shall be given full and sole authority
to defend and settle  such  claim,  action or  allegation  of  infringement.  If
Manufacturer   requests,   Dealer  agrees  to  assist  and/or   cooperate   with
Manufacturer  in such  defense  and/or  settlement.  Manufacturer  shall  not be
obligated to defend or settle or be liable for costs, fees,  expenses or damages
if the  infringement  claim  arises  out  of  Dealer's  special  specifications,
designs, drawings,  instructions or other requirements or out of any addition to
or modification  of the Product or any  combination  thereof with other products
after delivery by  Manufacturer  or from use of the Product in the practice of a
process or  system,  in which  case  Dealer  shall  assume  the  defense  and/or
settlement  thereof and pay all costs,  fees,  expenses,  or damages incurred by
Manufacturer.   If  any   infringement   claim  is  brought  against  Dealer  or
Manufacturer,  or if in Manufacturer's opinion the Product is likely to become a
subject of a claim of infringement or violation of any patent, copyright,  trade
secret or other  proprietary  right of any third  party,  Manufacturer  shall be
entitled at its option: (a) to procure for Dealer the right to continue the sale
and/or use of the Product at  Manufacturer's  expense by  acquiring a license in
the name of  Manufacturer,  (b) to replace  or modify  the  Product so as not to
infringe such third party's rights while  conforming,  as closely as possible to
original specifications or (c) to discontinue further supply of the Product.

THE FOREGOING  STATES THE ENTIRE LIABILITY OF MANUFACTURER AND DEALER IN RESPECT
TO INFRINGEMENT OF ANY PATENT, COPYRIGHT,  TRADE SECRET OR ANY OTHER PROPRIETARY

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RIGHT OF ANY THIRD PARTY AND IS IN LIEU OF ALL  WARRANTIES,  EXPRESS OR IMPLIED,
IN REGARD  THERETO,  AND IN NO EVENT SHALL  MANUFACTURER OR DEALER BE LIABLE FOR
DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED
TO, LOSS OF ANTICIPATED PROFITS OR OTHER ECONOMIC LOSS.

18.  RESTRICTIONS  Dealer shall not alter or modify any of the Products or their
constituent elements and shall not: (a) reverse engineer, interrogate, or decode
any of the Products or program  components  of the  Products;  or (b) attempt to
bypass  or  to  defeat  any  protection  methods  which  have  been  applied  by
Manufacturer to prevent unauthorized uses of the Products.

Dealer  agrees that it will not provide  compensation,  directly or  indirectly,
whether  in the form of cash,  gifts  (in the  aggregate  value of $50 or more),
benefits,  perquisites or emoluments of any kind or nature,  including,  but not
limited  to,  offers of present or future  employment,  to any  officer,  agent,
employee or Board Member of the Manufacturer,  or any of its or their respective
associates  or designees,  unless such  compensation  is fully  disclosed to and
approved by the Board of Directors of the  Manufacturer.  This prohibition shall
remain in effect for so long as this agreement is in effect,  and for so long as
any such  individuals or legal  entities are employed by or affiliated  with the
Manufacturer,  and for a  period  of one year  after  their  departure  from the
Corporation  or  their   termination  as  Distributor(s)  or  their  association
therewith.  Dealer  agrees to notify the Board of  Directors  upon  receiving  a
request or  overture  from any such party for  compensation  within  Seventy Two
hours of receiving such request.

19. INTELLECTUAL PROPERTY RIGHTS

(a) Dealer acknowledges and agrees that it has no right, title or interest in or
to the name "Ciralight" or to any logos, trade-names,  or trademarks (registered
or not)  (collectively  the "Marks") used in connection with the products or any
goods or services from time to time marketed by Manufacturer (including, without
limitation, with respect to the Products). Dealer shall not use the Marks in any
way in connection with marketing or servicing  goods or services,  other than in
accordance  with the  provisions of this Agreement or except as may be expressly
authorized  by  Manufacturer  in writing.  Under no  circumstances  shall Dealer
deface,  alter,  remove or cover a Mark,  insignias,  serial number or lettering
which is on a Product at the time of delivery.

(b) Dealer shall not include the name  "Ciralight"  or any variation  thereof in
any portion of Dealer's  name or any name under which Dealer does  business.  In
accordance  with the above,  Dealer  shall  have the right to use the  trademark
"Ciralight" in its approved  standard form solely in connection  with the sales,
advertising and promotion of the Products and not for any other purpose.  Dealer
shall not use any mark or name other than as herein permitted in connection with
the sale of Products.

(c)  Dealer  will  abide by any  usage  rules  established  from time to time by
Manufacturer in respect to its Marks.

(d) Dealer may refer to itself as a "Authorized  Ciralight Dealer" in connection
with the  promotion,  sale,  marketing or service of Authorized  Products in the
Territory,  provided such right shall cease upon  termination of this Agreement.
Dealer shall submit to Manufacturer  full  particulars  prior to use of the same
and shall not proceed with such use until Manufacturer's  written approval shall
have been obtained.

(e) Dealer  acknowledges that any and all of the patents,  designs,  trademarks,
copyrights,  and other rights including any unpatented  confidential  production
method  used or  embodied in  connection  with the Product  will remain the sole
property of Manufacturer. Except as expressed in this Agreement, nothing in this
Agreement  shall be  construed  as  granting  or  conferring  to  Dealer or its'
customers  any rights by license or otherwise,  expressly  implied or otherwise,
for such patents, designs, trademarks, copyrights or other rights, including any
unpatented confidential production method.

20. TERM

(a) This Agreement shall extend for three (3) years following its effective date
and shall be automatically  renewed  thereafter from year to year.  Either party
may terminate this Agreement on not less than ninety (90) days written notice to
the other.

(b) Other than as set forth above, termination or cancellation shall not relieve
either  party  of  obligations   incurred  prior  thereto  (including   Dealer's
obligations  to pay the  purchase  price of the Product  theretofore  shipped to
Dealer  and to  continue  to comply  fully  with  Dealer's  representations  and
warranties set forth herein).

(c)  Manufacturer  shall have the right at any time  thereafter  to terminate or
cancel this  Agreement  upon giving  written notice to Dealer and which shall be
effective  immediately  if:  (i)  Dealer  fails  to meet the  terms  of  payment

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hereunder  for any two (2) months in any twelve (12)  consecutive  months of the
term of this  Agreement;  (ii) a  petition  of  bankruptcy  has been filed by or
against  Dealer;  (iii)  Dealer  has  made  an  assignment  for the  benefit  of
creditors;  (iv) a trustee,  receiver or liquidator  or similar  person has been
appointed or applied for by Dealer or has taken  possession  of its assets;  (v)
Dealer  becomes  insolvent;  (vi) there is a bulk sale or attempted bulk sale of
Dealer's  assets;   (vii)  there  is  an  institution  of  proceedings  for  the
dissolution or liquidation  of Dealer's  assets by a third party;  (viii) Dealer
fails an audit of its service and support  capability  conducted by Manufacturer
as  referenced  in section 14 and does not rectify  the problem  within the time
specified  by  Manufacturer;  or  (ix)  if  there  is any  other  breach  of the
provisions  of this  Agreement by Dealer and Dealer does not rectify such breach
within thirty (30) days of written notification from Manufacturer. Dealer agrees
to  immediately  notify  Manufacturer  of  any  circumstances  that  would  give
Manufacturer grounds to terminate this Agreement.

(d)  Manufacturer  shall not by reason of the  termination  of this Agreement be
liable to Dealer for any loss, reimbursement, compensation or damages including,
without  limitation,  the loss of  present  or  prospective  profits on sales or
anticipated sales or of expenditures,  investments or commitments made either in
connection  therewith or in connection  with the  establishment,  development or
maintenance of Dealer's business.

(e) On  termination  of this  Agreement,  Dealer  agrees  that it shall upon the
effective date of the termination or  cancellation:  (i) refrain from exercising
or  attempting  to  exercise  any right or  privilege  granted  to it under this
Agreement;  (ii) discontinue its use of and relinquish any and all rights to the
Marks that  Manufacturer  has  authorized  or  permitted  Dealer to use (iii) to
return or destroy all  promotional,  advertising or technical  material  bearing
such designations,  and any other material furnished to Dealer free of charge by
Manufacturer during the term of this Agreement.

21. EVENTS UPON TERMINATION

(a) Upon the effective date of termination,  Dealer shall pay  Manufacturer  for
all  Products  delivered  irrespective  of the date of  delivery  and all  other
amounts to which  Manufacturer  is entitled under this Agreement or any Purchase
Orders. Dealer will have the right to market and distribute,  in accordance with
the terms of this Agreement,  Products in its inventory which  Manufacturer does
not elect to  repurchase;  after  Dealer has sold such  Products or earlier upon
Manufacturer's request, Dealer will return or destroy related unused advertising
and promotion materials, relevant information including price lists.

(b)Termination will not affect Manufacturer's warranty obligations to Dealer.

(c)  Regardless  of the reason  for  termination,  Dealer  will be  required  to
maintain the confidentiality of any  confidentiality/proprietary  information it
has received during the course of the Agreement until such  information  becomes
part of the  public  domain  through no breach of this  Agreement  or if written
permission for disclosure has been given by Manufacturer.

22. FORCE MAJEURE

Manufacturer  shall not be liable to Dealer or customers or others,  for failure
of  Manufacturer to fulfill its  obligations  under this  Agreement,  and/or for
delays in shipment or failure to manufacture or provide Products, documentation,
education  or other  services  if such  delay or  failure  results  directly  or
indirectly from any cause or event beyond its reasonable control,  including but
not limited to acts of God, of civil or military  authorities,  of public enemy,
terrorism,  war,  riots,  civil  disturbances,  insurrection,  accidents,  fire,
explosions, earthquakes, floods, the elements, strikes, labor disputes, shortage
of suitable materials, labor or transportation.  Neither Manufacturer nor Dealer
shall be in default on any obligation hereunder if such default results from the
aforementioned  causes (which are not within the reasonable control of the party
affected).

23.  DISPUTE  RESOLUTION

In the event of any dispute,  claim,  question or  difference  arising out of or
relating to this Agreement, the parties hereto shall use their best endeavors to
settle such disputes,  claims,  questions or differences.  To this effect,  they
shall consult and negotiate with each other, in good faith and  understanding of
their mutual interest, to reach a just and equitable resolution  satisfactory to
both  parties.  If they do not  reach  such  resolution  the  disputes,  claims,
questions or differences  shall be finally settled by Mediation  pursuant to (a)
below and in the  event  that a  resolution  is not  achieved  by  mediation  by
arbitration pursuant to (b) below:

(a) Mediation  shall be conducted in accordance with the "Rules of Procedure" of
the California Community Dispute Services of California;

                                       7
<PAGE>
(b)  Arbitration  Except with respect to  equitable  remedies  provided  herein,
including, without limitation, injunction relief, all claims, demands, disputes,
controversies,  differences or  misunderstandings  arising out of or relating to
this  Agreement,  or the  failure or  refusal  to perform  the whole or any part
thereof,  shall  be  referred  to and  finally  resolved  by  arbitration  to be
administered by the International  Centre for Dispute Resolution,  a division of
the American Arbitration  Association ("AAA"), in accordance with its Commercial
Arbitration  Rules then obtaining (the "AAA Rules").  The  arbitration  shall be
conducted  before one  arbitrator to be selected by agreement of the parties or,
if no  agreement  can  be  reached,  in  accordance  with  the  AAA  Rules.  The
arbitration  shall be conducted  using the English  language  for all  purposes.
Either party hereto may initiate the arbitration by serving a written demand for
arbitration on the other party,  which demand shall contain a description of the
nature of the dispute.  All hearings of the arbitration  shall take place in Los
Angeles, California, United States of America.

The initial fees and costs of the  arbitration  shall be borne  equally and paid
timely by each  party  hereto.  Failure by a party to pay said fees and costs to
the AAA timely shall  constitute a material  default under this  Agreement.  The
award shall be final and binding upon the parties,  and the parties  agree to be
bound by the terms of the award and to act  accordingly.  The judgment  upon any
award may be entered in and  enforceable by any court having  jurisdiction  over
the party against whom the award has been rendered or wherever the assets of the
party are located. Any award for costs shall include attorney fees.

The  parties  hereto,  and  each  of  them,  hereby  submit  themselves  to  the
jurisdiction  of the  state  courts of the State of  California  and the  United
States  Federal   District  Court  in  California  in  any  proceeding  for  the
enforcement  of the award  rendered by the  arbitrator,  and agree that judgment
upon  such  award  may be  entered  in any  court,  in or  out of the  State  of
California, having jurisdiction thereof. The arbitrator shall rule in accordance
with the laws of  California,  without giving affect to the rules of conflict of
laws thereof.  The parties to the  proceeding  shall have  reasonable  rights of
discovery in accordance  with the Civil Rules of Federal  Procedure  used in the
United States District Court.

Nothing  contained  herein shall prevent either party from applying to any court
of law in order to obtain  injunctions  or any  equivalent  remedy,  against any
other  party,  in order to  restrain  the  breach of any  restrictive  covenants
pursuant to this Agreement.

24. GENERAL

(a) The parties  agree to observe  complete  confidentiality  with regard to any
confidential  information  which is disclosed  to one party by another.  For the
purposes hereof, "confidential information" shall mean all financial information
(including without limitation all financial statements,  forecasts and financial
records),   all  operating   information   (including   without  limitation  all
information  relating  to  pricing  and  distribution  of the  Products  and all
customer  lists),  all  technical  information   (including  without  limitation
description  of the Software and its  development)  and all strategic  corporate
plans  including  marketing  plans  acquired  by a party from the other party or
others  employed  or engaged by such  party;  it being  understood,  for greater
certainty, that "confidential information" does not include information which:

     i)   is available  to the public or in the public  domain or later falls in
          the  public  domain  otherwise  than as a result  of a breach  of this
          Agreement;

     ii)  is disclosed  with the prior written  approval of the Party  supplying
          such information;

     iii) is not identified as confidential information; or

     iv)  is compelled by law or judicial process to be disclosed.

(b) If  any  term  of  this  Agreement  shall  for  any  reason  be  held  to be
unenforceable,  invalid or illegal, the remainder of this Agreement shall remain
valid,  legal and  enforceable  according to its terms.  This Agreement shall be
binding upon the successors and permitted assigns of the parties.

(c) Should any  dispute  be  commenced  between  the  parties or their  personal
representatives  concerning  any  provision of this  Agreement or the rights and
duties of any person in relation  thereto,  the party prevailing in such dispute
shall be  entitled,  in  addition to such other  relief as may be granted,  to a
reasonable sum as and for their  attorney's fees in such proceeding  which shall
be determined by the court or arbitrator,  as the case may be in such proceeding
or in a separate action brought for that purpose.

(d) This  Agreement may not be modified or amended  except in writing  signed by
the parties.

                                       8
<PAGE>
(e) This Agreement  constitutes  the entire  Agreement  between the parties with
respect  to its  subject  matter  and  supersedes  all  prior  oral and  written
proposals  and  communications.  The  terms  of  this  Agreement  shall  prevail
notwithstanding any variance with the terms and conditions of any purchase order
submitted  by Dealer.  No  representation  or  statement  not  contained  on the
original copy of this Agreement  shall be binding on  Manufacturer as a warranty
or otherwise.

(f) All notices under this Agreement  shall be in writing and shall be effective
when mailed or otherwise placed in transmission to the other party at its office
address  indicated  below or such other  address as may be  designated by either
party to the other in writing.

(g) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the  State of  California  and the laws of the USA  applicable  therein.
Dealer  consents to the  jurisdiction  and venue of the state and federal courts
situated  within  the  state of  California  upon  service  of  process  made in
accordance with the laws of California and the USA,  provided that  Manufacturer
at its option may commence legal proceedings in any jurisdiction in which Dealer
carries on business  and in such case Dealer  consents to the  jurisdiction  and
venue  of the  courts  situated  in  such  jurisdiction  upon  service  made  in
accordance with the applicable laws of such jurisdiction.  Dealer further agrees
that suits initiated by Dealer upon any and all causes of action, whether or not
such causes of action have arisen under this  Agreement  and  regardless  of the
legal  theory  upon  which such  causes of action  are  based,  shall be brought
exclusively in a state or federal court situated within the state of California.
Any suit  between the parties,  other than for payment of the purchase  price of
the Products or for indemnification under section 18 of this Agreement, shall be
commenced,  if at all, within one (1) years of the date that the cause of action
accrues.

(h) This Agreement or any performance due under it may not be assigned by Dealer
without the prior written consent of Manufacturer.  Any purported  assignment by
Dealer or any  substantial  change in the  ownership  or control of Dealer shall
permit  Manufacturer  to terminate  for cause.  Dealer must notify  Manufacturer
immediately  of any  change in control of Dealer.  For the  purposes  hereof,  a
"change in control" means the acquisition by a person of shares  representing at
least 50% of the voting shares of Dealer or of any person controlling Dealer.

(i)  Manufacturer  may assign its  interest  in this  Agreement  or any  portion
thereof without the consent of Dealer.

(j) Dealer shall pay all sums owing to Manufacturer in accordance with the terms
of this  Agreement,  without any deduction or abatement and Dealer shall have no
right of set-off.

(k) No waiver by Manufacturer of any breach/default shall operate as a waiver of
any other breach/default or of the same breach/default on a future occasion.  No
delay,  course of dealing, or omission on the part of Manufacturer in exercising
any right or remedy shall operate as a waiver thereof,  and no single or partial
exercise by  Manufacturer  of any right or remedy  shall  preclude  any other or
further exercise thereof or the exercise of any other right or remedy.

(l) The  provision  of  sections  12 and 14 to 21  inclusive  shall  survive the
termination of this Agreement.

(m) This  Agreement  shall not be binding  upon  Manufacturer  until it has been
executed by Manufacturer's CEO.

(n) This Agreement shall be executed in duplicate, each copy being considered an
original but both taken together shall constitute but one Agreement.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement  under the
hands of their duly authorized representatives:


CIRALIGHT GLOBAL, INC                        THE ENERGY SOLUTION GROUP
                                             WORLDWIDE, LLC


By: /s/ Jeff Brain                           By: /s/ Brian Gould
    --------------------------------            --------------------------------
Name:  Jeff Brain                            Name:  Brian Gould
Title: President & CEO                       Title: Partner/CEO
Fax: 877-520-5995                            Fax: 800-658-1421
Address: 670 E. Parkridge  Suite 112         Address: 937 Burrell Ave.
         Corona, CA 92879                             Columbus, OH 43212


                                       9
<PAGE>
                           AUTHORIZED DEALER AGREEMENT

                                   SCHEDULE A

                            AUTHORIZED PRODUCTS LIST


In accordance with section 2 of the Manufacturer  Authorized  Dealer  Agreement,
the following is the list of AUTHORIZED PRODUCTS.

     *    Ciralight Smart Skylight - Model: SuntrackerOne

     *    Ciralight Smart Skylight - Model: SuntrackerTwo

     *    Related Accessories





Initials: _________________                 Initials: __________________

                                       10
<PAGE>
                           AUTHORIZED DEALER AGREEMENT

                                   SCHEDULE B

                               TERRITORY & MARKETS

TERRITORY.  In accordance with section 3 of the Manufacturer  Authorized  Dealer
Agreement,  the following  sets forth the TERRITORY in which Dealer may promote,
sell and market PRODUCTS:

Wisconsin, Michigan, Ohio, Illinois, Indiana, Missouri, Kentucky, West Virginia,
           Tennessee, Georgia, South Carolina, Florida and Minnesota

--------------------------------------------------------------------------------
MARKETS.  In accordance  with section 3 of the  Manufacturer  Authorized  Dealer
agreement,  the  following  sets forth the specific  MARKETS in which Dealer may
promote, sell and market PRODUCTS:

     *    Commercial (Retail, Office)

     *    Industrial - (Warehouse, Factories)

     *    Government  -  (Airports,   Prisons,   Public  Facilities,   Community
          Centers), Government Buildings)

     *    Military - (Military Base Facilities)

     *    Education - (Schools, Colleges)

     *    Residential - (Multi-Family, Single Family)

Notwithstanding anything to the contrary herein, Manufacturer agrees to grant to
Dealer the exclusive right to represent the Products to the following businesses
under the terms and conditions set forth herein:

Dealer  shall be granted the  exclusive  right to  represent  the Products for a
period of one year from the Effective  Date of this  agreement for the following
list of Companies;

Tremco, Eco Engineering (an Ohio Lighting Company), Perfection, Emcor/Viox, Linc
Mechanical,  Air Force One (an Ohio HVAC  Company),  Plug Smart,  Energy Systems
Group  (Indiana  Retrofit  General  Contractor),   Georgetown  Midwest,  Advance
Drainage Systems,  The Limited Brands,  Abercrombie & Fitch Co., American Eagle,
Dick's Sporting Goods, Dress Barn, Golf Galaxy,  Darden Restaurants,  Bob Evans,
Travel  Centers of  America,  Pilot  Travel  Centers,  Tire  Kingdom,  NTB (Tire
Centers).

In the event that during the initial one year period of  exclusivity  any of the
above listed companies  purchases four or more Ciralight Smart  Skylights,  then
the   exclusive   right  to  represent  the  Products  for  that  company  shall
automatically renew under the same conditions for an additional one year period,
commencing on the  anniversary  of the Effective  Date of this  Agreement.  This
shall continue for the Term of this agreement and any extension thereof.  In the
event any of the  foregoing  companies  do not purchase  four or more  Ciralight
Smart Skylights during the initial exclusive period or in any extension thereof,
then at the end of the then current exclusive period, the exclusive rights under
this provision to represent that company shall terminate and the Dealer's rights
to service that company shall  thereafter (if at all) be in accordance  with the
territorial and other  limitations and restrictions as are otherwise  applicable
hereunder or imposed at the allowable discretion of the Manufacturer.

The  Manufacturer,  in its sole discretion,  may elect to continue the exclusive
period  granted to Dealer for any of the above  companies  regardless of whether
Dealer has met the requirements of this provision in regard to a listed Company.

                                       11
<PAGE>
                           AUTHORIZED DEALER AGREEMENT
                                   SCHEDULE B
                               TERRITORY & MARKETS
                                   (Continued)


CIRALIGHT GLOBAL, INC.                          THE ENERGY SOLUTION GROUP
                                                WORLDWIDE, LLC


By: /s/ Jeff Brain                              By: /s/Brian Gould
    -------------------------                      -----------------------------
Name:  Jeff Brain                               Name:  Brian Gould
Title: President & CEO                          Title: Partner/CEO


                                       12
<PAGE>
                           AUTHORIZED DEALER AGREEMENT
                                   SCHEDULE C


                                    Warranty


                                   (Attached)


                                       13
<PAGE>
                           AUTHORIZED DEALER AGREEMENT
                                   SCHEDULE D


                                DEALER PRICE LIST


                                   (Attached)



                                       14