**Exhibit 10.26**

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**AMENDMENT NO. 1TO EMPLOYMENT AGREEMENT**

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THIS AMENDMENTNO. 1 TO EMPLOYMENT AGREEMENT, dated June 15, 2007 (“Amendment”),is made and entered into by and between Open Energy Corporation, a Nevadacorporation (the “Company”), and David Field, an individual (“Employee”),with reference to the following facts:

 

A.                                   TheCompany and Employee are parties to that certain Employment Agreement, effectiveNovember 1, 2006 (“Employment Agreement”), which contains the termsand conditions of Employee’s employment by the Company.

 

B.                                     TheCompany and Employee wish to amend certain aspects of the Employment Agreementrelating to Employee’s position and compensation.

 

NOW,THEREFORE, the parties hereto, intending to be legally bound hereby, agree asfollows:

 

# 1.                                       Amendmentto Section 1 of the Employment Agreement.  Section 1 of the Employment Agreement ishereby amended and restated in its entirety, as follows:

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Employee will serve as Executive Vice President and Chief Operating Officerof the Company reporting directly to the Chief Executive Officer of theCompany.  Employee shall have such executiveresponsibilities and shall perform such executive services for the Company asmay be consistent with his title. Employee shall devote substantially full timeand attention to the business of the Company and shall perform all duties asmay be required of Employee.

 

# 2.                                       Amendmentto Section 4 of the Employment Agreement.  Subject to approval of the CompensationCommittee and the Board of Directors of the Company, the base salary in section4.1 is increased to $175,000, per annum as of June 8, 2007and optionsshall be granted in accordance with Exhibit A to this Amendment.  Provided that the Company has achieved its fundingand revenue targets for the period June 1 through September 30, 2007,the base salary will be increased to $225,000 as of October 1, 2007.

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# 3.                                       Effect.  Except as and to the extent amended by thisAmendment, the Employment Agreement shall remain in full force and effect inaccordance with its terms.

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# 4.                                       Counterparts.  This Amendment may be executed in two or morecounterparts and by facsimile, each of which shall be considered an originalinstrument, but all of which together shall be considered one and the sameagreement, and shall become binding when one or more counterparts have beenexecuted and delivered by each of the parties hereto.

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# 5.                                       GoverningLaw.  This Amendment shall begoverned by and construed in accordance with the internal laws of the State ofCalifornia applicable to a contract executed and performed in the State ofCalifornia, without giving effect to the conflicts of laws principles thereof.

 

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IN WITNESSWHEREOF, the parties hereto have executed this Amendment effective as of June 15,2007.

 
|   | **COMPANY:**                |
|--------|-----------------------------|
|   |                        |
|   | OPEN ENERGY  CORPORATION,   |
|   | a Nevada  corporation       |
|   |                        |
|   |                        |
|   | By:                         |   |
|   |                        | David  Saltman, |
|   |                        | Chief  Executive Officer |
|   |                        |
|   |                        |
|   | **EMPLOYEE:**               |
|   |                        |
|   |                        |
|   |                        |
|   | David Field,  an individual |

 

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EXHIBIT A

 

The Companyhereby agrees to provide the Employee with options for an additional 1,000,000shares (the “Stock Option Grant”) of the Company’s common stock, under theCompany’s 2006 Equity Incentive Plan (the “Plan”), which options shall vestquarterly, based on Company performance against the agreed business plan, overthree years in accordance with the standard form of Option Agreement and  the provisions of the Plan .

 

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