PRIME
SUN POWER INC.

     

    SENIOR
PROMISSORY NOTE

     

    **€470,000.00 (Four Hundred
Seventy Thousand Euros)**

     

    
      	
              1.

            	
              FOR
      VALUE RECEIVED, Prime Sun Power
      Inc.. a Nevada corporation (the “Borrower”), hereby promises to pay to
      the order of CRG
      Finance AG
      (“Lender”), at such time, place
      and in such manner as Lender may specify in writing, the principal amount
      of **€470,000.00
      (Four Hundred Seventy Thousand Euros)**(the “Principal”) pursuant to the terms
      and conditions specified herein (this “Note”). The Borrower shall pay
      interest on the outstanding principal of this Note at the annual rate of
      seven
      and one-half percent (7.5%) per annum,
      calculated based on a year of 365 days and actual days elapsed (the “Interest”).

            


    

     

    
      	
              2.

            	
              The
      Borrower hereby promises to pay to the order of the Lender the Principal
      and all Interest due thereon within thirty calendar (30) days upon
      delivery to the Company of written demand by the Lender (the “Due Date”),
      at such place and in such manner as Lender may specify in writing. This
      Note is hereby deemed by the Borrower to be senior to any and all other
      shareholder loans previously made to the Borrower and shall be paid in
      full prior to repayment by the Borrower of any other such shareholder
      loans.

            


    

     

    
      	
              3.

            	
              Any
      and all fees, costs, expenses and disbursements charged by financial
      institutions with respect to wire transfer or other transmittal charges
      incurred in connection with delivery of the Principal from the Lender to
      the Borrower shall be deemed to have been received by the Borrower from
      the Lender and all such amounts shall be included in the calculation of
      Principal hereunder.

            


    

     

    
      	
              4.

            	
              This
      Note shall not be transferable by Borrower and the Borrower may not
      assign, transfer or sell all or a portion of its rights and interests to
      and under this Note to any persons and any such purported transfer shall
      be void ab initio. The Lender may transfer and assign this Note at its
      sole discretion.

            


    

     

    
      	
              5.

            	
              The
      failure at any time of the Lender to exercise any of its options or any
      other rights hereunder shall not constitute a waiver thereof, nor shall it
      be a bar to the exercise of any of its options or rights at a later date.
      All rights and remedies of the Lender shall be cumulative and may be
      pursued singly, successively or together, at the option of the Lender. The
      acceptance by the Lender of any partial payment shall not constitute a
      waiver of any default or of any of the Lender’s rights under this Note. No
      waiver of any of its rights hereunder, and no modification or amendment of
      this Note, shall be deemed to be made by the Lender unless the same shall
      be in writing, duly signed on behalf of the Lender; and each such waiver
      shall apply only with respect to the specific instance involved, and shall
      in no way impair the rights of the Lender in any other respect at any
      other time.

            


    

     

    
      	
              6.

            	
              Any
      term or condition of this Note may be waived at any time by the party that
      is entitled to the benefit thereof, but no such waiver shall be effective
      unless set forth in a written instrument duly executed by or on behalf of
      the party waiving such term or
condition.

            


    


    
      
         


      

      
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                Prime
      Sun Power Inc

              	
                Promissory
      Note

              


      

    

     

    
      
        	
                7.

              	
                The
      Borrower represents and warrants that this Note is the valid and binding
      obligation of the Borrower, fully enforceable in accordance with its
      terms. The execution and delivery by the Borrower of this Note, the
      performance by the Borrower of its obligations hereunder and the
      consummation of the transactions contemplated hereby and thereby does not
      and will not: (a) conflict with or result in a violation or breach of any
      of the terms, conditions or provisions of the Borrower’s charter
      instruments; (b) conflict with or result in a violation or breach of any
      term or provision of any law or order applicable to the Borrower or any of
      its assets and properties; or (c) (i) conflict with or result in a
      violation or breach of, or (ii) result in or give to any person any rights
      or create any additional or increased liability of the Borrower under or
      create or impose any lien upon, the Borrower or any of its assets and
      properties under, any contract or permit to which the Borrower is a party
      or by which its assets and properties are
bound.

              


      

    

     

    
      	
              8.

            	
              If
      any provision of this Note is held to be illegal, invalid or unenforceable
      under any present or future Law, and if the rights or obligations of any
      party hereto under this Note will not be materially and adversely affected
      thereby, (i) such provision will be fully severable; (ii) this Note will
      be construed and enforced as if such illegal, invalid or unenforceable
      provision had never comprised a part hereof; (iii) the remaining
      provisions of this Note will remain in full force and effect and will not
      be affected by the illegal, invalid or unenforceable provision or by its
      severance here from; and (iv) in lieu of such illegal, invalid or
      unenforceable provision, there will be added automatically as a part of
      this Note a legal, valid and enforceable provision as similar in terms to
      such illegal, invalid or unenforceable provision as may be
      possible.

            


    

     

    
      	
              9.

            	
              Any notice, authorization,
      request or demand required or permitted to be given hereunder shall be in
      writing and shall be deemed to have been duly given two days after it is
      sent by an internationally recognized delivery service to the address of
      record of the Lender or the Borrower, respectively. Any party may change
      its address for such communications by giving notice thereof to the other
      parties in conformity with this
Section.

            


    

     

    
      	
              10.

            	
              A
      default shall exist on this Note if any of the following occurs and is
      continuing: (i) Failure to pay Principal and any accrued Interest on the
      Note on or before the Due Date; (ii) Failure by the Borrower to perform or
      observe any other covenant or agreement of the Borrower contained in this
      Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower,
      or any other person acting under actual or purported force of law takes
      ownership, possession or title to Borrower property; (iv) any of the
      property of the Borrower is sequestered by court order; (v) a petition or
      other proceeding, voluntary or otherwise is filed by or against the
      Borrower under any bankruptcy, reorganization, arrangement, insolvency,
      readjustment of indebtedness, dissolution or liquidation law of any
      jurisdiction, whether now or hereafter in effect; or (vi) the Borrower
      makes an assignment for the benefit of its creditors, or generally fails
      to pay its obligations as they become due, or consents to the appointment
      of or taking possession by a custodian, receiver, liquidator or trustee of
      the Borrower or all or any part of its property. Upon any such default,
      the Borrower shall immediately notify the Lender, and upon notice to the
      Borrower, the Lender may declare the Principal of the Note, plus accrued
      Interest, to be immediately due and payable, upon which such Principal and
      accrued Interest shall become due and payable immediately. Interest upon
      default shall thereafter accrue at the rate of 15% per annum, calculated
      based on a year of 365 days and actual days elapsed from the date of such
      default.

            


    


    
      
         


      

      
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                Prime
      Sun Power Inc

              	
                Promissory
      Note

              


      

    

     

    
      	
              11.

            	
              The
      Borrower, any endorser, or guarantor hereof or in the future (individually
      an “Obligor” and collectively “Obligors”) and each of them jointly and
      severally: (a) waive presentment, demand, protest, notice of demand,
      notice of intent to accelerate, notice of acceleration of maturity, notice
      of protest, notice of nonpayment, notice of dishonor, and any other notice
      required to be given under the law to any Obligor in connection with the
      delivery, acceptance, performance, default or enforcement of this Note,
      any endorsement or guaranty of this Note, any pledge, security, guaranty
      or other documents executed in connection with this Note; (b) consent to
      all delays, extensions, renewals or other modifications of this Note, or
      waivers of any term hereof or thereof, or release or discharge by the
      Lender of any of Obligors, or release, substitution or exchange of any
      security for the payment hereof, or the failure to act on the part of the
      Lender or any indulgence shown by the Lender (without notice to or further
      assent from any of Obligors), and agree that no such action, failure to
      act or failure to exercise any right or remedy by the Lender shall in any
      way affect or impair the Obligations (as hereinafter defined) of any
      Obligors or be construed as a waiver by the Lender of, or otherwise
      affect, any of the Lender’s rights under this Note, under any endorsement
      or guaranty of this Note; (c) if the Borrower fails to fulfill its
      obligations hereunder when due, agrees to pay, on demand, all costs and
      expenses of enforcement of collection of this Note or of any endorsement
      or guaranty hereof and/or the enforcement of the Lender’s rights with
      respect to, or the administration, supervision, preservation, protection
      of, or realization upon, any property securing payment hereof, including,
      without limitation, all attorney’s fees, costs, expenses and
      disbursements, including, without further limitation, any and all fees
      related to any legal proceeding, suit, mediation arbitration, out of court
      payment agreement, trial, appeal, bankruptcy proceedings or any other
      actions of any nature whatsoever required on the part of Lender or
      Lender’s representatives to enforce this Note and the rights hereunder;
      and (d) waive the right to interpose any defense, set-off or counterclaim
      of any nature or description.

            


    

     

    
      	
              12.

            	
              The
      Borrower will not, by amendment of its Certificate of Incorporation or
      through any reorganization, recapitalization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any
      other voluntary action, avoid or seek to avoid the observance or
      performance of any of the terms to be observed or performed hereunder by
      the Borrower, but will at all times in good faith assist in the carrying
      out of all the provisions of this Agreement and in the taking of all such
      action as may be necessary or appropriate in order to protect the rights
      of the Lender of this Note against impairment. This Note shall be
      enforceable against all successors and assigns of Borrower. Borrower
      hereby covenants that all of its subsidiaries and affiliates shall jointly
      and severally perform this Agreement to the same and full extent on behalf
      of Borrower if Borrower is unable to
perform.

            


    

     

    
      	
              13.

            	
              This
      Note having a value of more than US$250,0000 shall be governed, construed
      and enforced under the laws of the State of New York, without regard to
      conflict of law principles of any jurisdiction to the contrary. Dispute
      resolution shall be made in accordance with that certain Financing
      Agreement between the Borrower and the Lender, of which this Note is an
      integral part and is hereby incorporated by reference therein by reference
      hereto.

            


    


    
      
         


      

      
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                Prime
      Sun Power Inc

              	
                Promissory
      Note

              


      

    

     

    
      	
              14.

            	
              This
      Note supersedes all prior discussions and agreements between the parties
      with respect to the subject matter hereof and contains the sole and entire
      agreement between the parties hereto with respect to the subject matter
      hereof, together with that certain Financing Agreement between the
      Borrower and the Lender, of which this Note is an integral part and is
      hereby incorporated by reference therein by reference
    hereto.

            


    

     

    
      	
              15.

            	
              If
      the Lender loses this Note, the Borrower shall issue an identical
      replacement note to the Lender upon the Lender’s delivery to the Borrower
      of a customary agreement to indemnify the Borrower reasonably satisfactory
      to the Borrower for any losses resulting from issuance of the replacement
      note.

            


    

     

    
      	
              16.

            	
              The
      terms and conditions of this Note shall inure to the benefit of and be
      binding upon the respective successors and assigns of the parties. Nothing
      in this Note, express or implied, is intended to confer upon any party
      other than the parties hereto or their respective successors and assigns
      any rights, remedies, obligations, or liabilities under or by reason of
      this Note, except as expressly provided in this
  Note.

            


    

    
       

    

    IN
WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and
issuedon its behalf, by its duly appointed and authorized officer, as of the 2nd day of March,
2010.

     

    PRIME
SUN POWER INC.

     

    
      
        
          	
                  By:

                	/s/
      Olivier de Vergnies   
	
                   
      

                	
                  Name: Olivier de Vergnies

                
	 
      	
                  Title:  
      Chief Executive Officer

                


        

      

    

     

    
      
         


      

      
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