Exhibit 10.31 -


    
      

      

    

    
       

      Exhibit
        10.31

      


      RESTRICTIVE
        COVENANT AGREEMENT

      


      RESTRICTIVE
        COVENANT AGREEMENT (this “Agreement”) dated November 15, 2006 (the “Effective
        Date”), by and among Solar Power, Inc., a California corporation (the
“Acquiror”), Todd Lindstrom, James M. Underwood and Ronald H. Stickney, each an
        individual (all collectively, the “Selling Shareholders”). Capitalized terms not
        specifically described herein shall have the meaning ascribed to them in
        the
        Agreement of Merger (as defined below). 

      


      WHEREAS,
        the Acquiror has entered into an Agreement of Merger with Dale Renewables
        Consulting, Inc. (“Company”) dated as of even date herewith, whereby the Company
        merged with and into Acquiror and Acquiror became the surviving corporation
        (the
“Merger”);

      


      WHEREAS,
        each of the Selling Shareholders is a holder of common stock of the
        Company;

      


      WHEREAS,
        as a condition for the Acquiror to close the Merger, the parties agreed to
        enter
        into this Agreement; and

      


      NOW,
        THEREFORE, in consideration of the foregoing and of the mutual covenants
        and
        agreements contained herein, and for other good and valuable consideration
        the
        receipt and sufficiency of which is hereby acknowledged, the parties hereto
        agree as follows.

      


      
        	 	
                1.

              	
                Restrictive
                  Covenants.

              


      

      


      
        	 	
                (a)

              	
                Definitions.
                  For purposes of this Section 2, the following terms shall have
                  the
                  following meanings:

              


      

      


      
        	 	
                (i)

              	
                “Restricted
                  Period”
                  means a period of two (2) years following the Effective
                  Time.

              


      

      


      
        	 	
                (ii)

              	
                “Territory”
                  means California, United States of
                  America.

              


      

      


      
        	 	
                (iii)

              	
                “Business”
                  means any installation, integration and sales related to the photovoltaic
                  business.

              


      

      


      
        	 	
                (iv)

              	
                “Confidential
                  Information”
                  means all information regarding Company, its activities, business
                  or
                  clients that is the subject of reasonable efforts by the Company
                  to
                  maintain its confidentiality and that is not generally disclosed
                  by
                  practice or authority to persons not employed by the Company, but
                  that
                  does not rise to the level of a Trade Secret. “Confidential Information”
                  shall include, but is not limited to, Company's customer and client
                  lists,
                  Company’s financial statements, budgets and forecast, confidential
                  information provided by customers and prospective customers, Company's
                  business strategies and plans (including any merger or acquisition
                  plans),
                  Company's operational methods, Company's compensation information
                  on
                  employees, Company's fee arrangements with customers and vendors,
                  Company's market studies and marketing plans and any of Company's
                  product
                  development techniques or plans. “Confidential Information” shall not
                  include information that has become generally available to the
                  public by
                  the act of one who has the right to disclose such information without
                  violating any right or privilege of the Company. This definition
                  shall not
                  limit any definition of “confidential information” or any equivalent term
                  under state or federal law. 

              


      

      



      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        	 	
                (v)

              	
                “Trade
                  Secrets”
                  means all secret, proprietary or confidential information regarding
                  Company or Company activities that fits within the definition of
“trade
                  secrets” under the California Uniform Trade Secrets Act, including but not
                  limited to all information, without regard to form, such as, technical
                  or
                  nontechnical data, a formula, a pattern, a compilation, a program,
                  a
                  device, a method, a technique, a drawing, a process, financial
                  data,
                  financial plans, product plans, distribution lists or a list of
                  actual or
                  potential customers, advertisers or suppliers which is not commonly
                  known
                  by or available to the public and which information: (A) derives
                  economic value, actual or potential, from not being generally known
                  to,
                  and not being readily ascertainable by proper means by, other persons
                  who
                  can obtain economic value from its disclosure or use; and (B) is the
                  subject of efforts that are reasonable under the circumstances
                  to maintain
                  its secrecy. “Trade Secrets” shall not include information that has become
                  generally available to the public by the act of one who has the
                  right to
                  disclose such information without violating any right or privilege
                  of
                  Company. This definition shall not limit any definition of “trade secrets”
                  or any equivalent term under the California Uniform Trade Secrets
                  Act or
                  any other state, local or federal
                  law.

              


      

      


      
        	 	
                (b)

              	
                Confidentiality
                  and Trade Secret Protection.
                  Except as set forth in the Agreement and Plan of Merger, at all
                  times
                  during the Restricted Period, Selling Shareholders will keep in
                  confidence
                  and trust all Confidential Information, and will not use or disclose
                  any
                  Confidential Information without the written consent of the Acquiror.
                  Further, at all times, during the Restricted Period, Selling Shareholders
                  will keep in confidence and trust and maintain the secrecy of all
                  of the
                  Company's Trade Secrets, for so long as such information remains
                  a Trade
                  Secret as defined herein, and Selling Shareholders will not use
                  or
                  disclose any such Trade Secrets without the written consent of
                  the
                  Acquiror.

              


      

      


      
        	 	
                (c)

              	
                Non-Solicitation
                  of Customers.
                  Except as set forth in the Agreement and Plan of Merger, at all
                  times
                  during the Restricted Period, each of Selling Shareholders hereby
                  expressly covenants and agrees that he will not, on his own behalf
                  or on
                  behalf of any other person, company, partnership, corporation or
                  other
                  entity, solicit, divert, take away or accept Business from any
                  Customer of
                  Company for the purpose of engaging in any business that is competitive
                  with the Company’s Business. For purposes of this covenant, the term
                  “Customer”
                  means (i) any person or entity that was a customer of Company during
                  the
                  last twenty-four (24) months prior to the Effective Time; and (ii)
                  any
                  customer of the Acquiror during the Restricted
                  Period.

              


      

      


      


      



      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	 	
                (d)

              	
                Non-Solicitation
                  of Employees.
                  Except as set forth in the Agreement and Plan of Merger, at all
                  times
                  during the Restricted Period, each of Selling Shareholders will
                  not
                  directly or indirectly, on his own behalf or on behalf of any other
                  person, company, partnership, corporation or other entity, solicit
                  or
                  induce, or attempt to solicit or induce, any employee of the Company
                  or
                  Acquiror, to terminate his or her relationship with the Company
                  or
                  Acquiror and/or to enter into an employment or agency relationship
                  with
                  the Selling Shareholders or with any other person or entity with
                  whom the
                  Selling Shareholders are
                  affiliated.

              


      

      


      
        	 	
                (e)

              	
                Acknowledgments.
                  Each of Selling Shareholders acknowledges and agree that the restrictions
                  set forth in this Section 2 are intended to protect the Acquiror’s
                  interest in its Confidential Information and Trade Secrets and
                  its
                  commercial relationships and goodwill (with its customers, prospective
                  customers, vendors, consultants and employees), including, without
                  limitation, Confidential Information, Trade Secrets, commercial
                  relationships and goodwill acquired by the Company through any
                  acquisitions or mergers or otherwise developed, and are reasonable
                  and
                  appropriate for these purposes.

              


      

      


      
        	 	
                (f)

              	
                Disclosure
                  of Agreement.
                  During the Restricted Period, each of Selling Shareholders agree
                  to
                  immediately inform Acquiror of any employment or affiliation by
                  such
                  Seller with any company other than the Acquiror that provides services
                  related to the Business. In addition, during the Restricted Period,
                  each
                  Shareholder will disclose the existence and terms of this Agreement
                  to any
                  prospective employer, partner, co-venturer, investor or lender
                  prior to
                  entering into an employment, partnership or other business relationship
                  with such person or entity. 

              


      

      


      
        	 	
                (g)

              	
                Injunction
                  and Attorney’s Fees for Restrictive Covenants.
                  Each of Selling Shareholders acknowledge and agree that the
                  non-competition, non-disclosure, non-solicitation and non-recruitment
                  covenants contained in this Section 2 of this Agreement are a reasonable
                  means of protecting the Acquiror from unfair competition by the
                  Selling
                  Shareholders. Selling Shareholders further agree that any breach
                  of any of
                  these covenants will result in irreparable damage and injury to
                  the
                  Acquiror and that the Acquiror will be entitled to injunctive relief
                  in
                  any court of competent jurisdiction without the necessity of posting
                  any
                  bond. Each of Selling Shareholders also agrees that he shall be
                  responsible for all damages incurred by the Acquiror due to any
                  breach of
                  the restrictive covenants contained in this Agreement if so ordered
                  by the
                  Court and that the prevailing party may seek an award of attorneys’ fees
                  and costs arising out of any litigation or arbitration under this
                  paragraph.

              


      

      


      
        	 	
                (h)

              	
                Severability.
                  Selling Shareholders agree that if any provisions of this Section
                  2 shall
                  be adjudicated to be invalid or unenforceable, such provision shall
                  be
                  deleted from the Agreement, but such deletion is to apply only
                  with
                  respect to the operation of such provision in the particular jurisdiction
                  in which such adjudication is made, and the validity or enforceability
                  of
                  any other provision hereof shall not be affected thereby. Selling
                  Shareholders further agree that to the extent any provision hereof
                  is
                  deemed unenforceable by virtue of its scope in terms of area or
                  length of
                  time or for any other reason, but may be made enforceable by limitations
                  thereon, such provision shall be enforceable to the fullest extent
                  permissible under the laws and public policies applied in the jurisdiction
                  in which enforcement is sought.

              


      

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	 	
                (i)

              	
                Non-Disparagement.
                  Selling Shareholders shall not at any time prior to or after the
                  Effective
                  Time whether in writing or orally, criticize, disparage, or otherwise
                  demean in any way the Company, Acquiror or their affiliates or
                  their
                  respective products, services, reputation, officers, directors,
                  employees
                  or shareholders. 

              


      

       

      
        	 	
                (j)

              	
                Earnout
                  Payment.
                  The parties hereby acknowledge and agree that upon Selling Shareholder's
                  breach of the terms of the provisions of Sections 2(b), 2(c), or
                  2(d), the
                  Acquiror may suspend payment of the Earnout Payment until resolution
                  of
                  any disputes concerning such breach, and may offset the Earnout
                  Payment by
                  the amount of damages suffered by the Acquiror as a result of Selling
                  Shareholders’ breach of such. Each of Selling Shareholders hereby agree
                  that they shall also be responsible to the Acquiror (if so ordered
                  by an
                  arbitrator or judge, as applicable) for all costs, attorneys' fees
                  and any
                  and all damages incurred by the Acquiror defending against a claim or
                  suit brought or pursued by the Selling Shareholders in violation
                  of this
                  provision.

              


      

       

      
        	 	
                2.

              	
                Future
                  Cooperation.
                  During and after the Effective Date, Selling Shareholders shall
                  cooperate
                  fully with the Acquiror in the defense or prosecution of any claims
                  or
                  actions now in existence or which may be brought in the future
                  against or
                  on behalf of the Acquiror which relate to events or occurrences
                  that
                  transpired prior to the Effective Time. Selling Shareholders’ full
                  cooperation in connection with such claims or actions shall include,
                  but
                  not be limited to, being available to meet with counsel to prepare
                  for
                  discovery or trial and to act as a witness on behalf of the Acquiror
                  at
                  mutually convenient times. During and after the Effective Date,
                  Selling
                  Shareholders also shall cooperate fully with the Acquiror in connection
                  with any investigation or review of any federal, state or local
                  regulatory
                  authority as any such investigation or review relates to events
                  or
                  occurrences that transpired prior to the Effective Time.
                  

              


      

      


      
        	 	
                3.

              	
                Governing
                  Law.
                  The validity, construction, and enforceability of this Agreement
                  shall be
                  governed by and construed in all respects in accordance with the
                  laws of
                  the State of California without giving effect to the conflict of
                  laws
                  provisions thereof.

              


      

      


      
        	 	
                4.

              	
                Assignment.
                  The Company and Acquiror may, without Selling Shareholders’ consent,
                  assign this Agreement to any affiliate or any successor to its
                  business. 

              


      

      


      
        	 	
                5.

              	
                Entire
                  Agreement.
                  This Agreement contains the entire and only agreement between the
                  parties
                  respecting the subject matter hereof and supersedes all prior agreements,
                  whether oral or writte, and understandings between the parties
                  as to the
                  subject matter hereof.

              


      

      


      
        	 	
                6.

              	
                Notices.
                  Any notice required or permitted under this Agreement shall be
                  made in
                  accordance with the provisions of the Agreement and Plan of
                  Merger.

              


      

      



      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        	 	
                7.

              	
                Modification;
                  Waiver; Severability.
                  This Agreement may not be released, changed or modified in any
                  manner,
                  except by an instrument in writing signed by the Acquiror and the
                  Selling
                  Shareholders. The failure of either party to enforce any of the
                  provisions
                  of this Agreement shall in no way be construed to be a waiver of
                  any such
                  provision. No waiver of any breach of this Agreement shall be held
                  to be a
                  waiver of any other or subsequent breach. Except as provided in
                  Section
                  2(h) with respect to Section 2, if any portion or application of
                  this
                  Agreement other than Section 2 should for any reason be declared
                  invalid,
                  illegal or unenforceable, in whole or in part, by a court of competent
                  jurisdiction, such invalid, illegal or unenforceable provision
                  or
                  application or part thereof shall be severable from this Agreement
                  and
                  shall not in any way affect the validity or enforceability of any
                  of the
                  remaining provisions or
                  applications.

              


      

       

      
        	 	
                8.

              	
                Counterparts.
                  This Agreement may be executed in one or more counterparts, all
                  of which
                  shall be considered one and the same agreement, and shall become
                  a binding
                  agreement when one or more counterparts have been signed by each
                  party and
                  delivered to the other party. 

              


      

       

      


       

      


       

      


       

      


       

      


       

      


      


      (Remainder
        of Page Intentionally Left Blank)

      


      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      


      Upon
        execution below by both parties, this Agreement will enter into full force
        and
        effect as of the date first above written.

      


      


      
        	
                 

                SOLAR
                  POWER, INC.

                 

                 

                 

                By:
                  _________________________________

                Name: Stephen
                  C. Kircher

                Title: President
                  and Chairman of the Board

                 

                 

                 

              	
                 

                SELLING
                  SHAREHOLDERS:

                 

                 

                 

                ____________________________________

                Ronald
                  H. Stickney

                 

                ____________________________________

                James
                  M. Underwood

                 

                ____________________________________

                Todd
                  Lindstrom

                 

              


      

      


      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      6