EX 10.7


     

     

    EXHIBIT
      10.7



    PRIME
      SUN POWER INC.

    


    DIRECTOR
      AGREEMENT 

     
      

    DIRECTOR
      AGREEMENT (this “Agreement”), dated as of the date set forth on the signature
      page hereto, by and between Prime Sun Power Inc. (the “Company”), and the
      signatory hereto (“Director”). 

     
      

    WITNESSETH:
      

     
      

    WHEREAS,
      Company believes that it in the best interests of its stockholders that the
      directors of the Company performing services on the Company’s board of directors
      (the “Board”) serve upon the terms and conditions of service memorialized in
      written agreement; and 

     
      

    WHEREAS,
      Company desires to retain the services of Director in the capacity of director
      and Director desires to provide such services in such capacity, upon the terms
      and subject to the conditions hereinafter set forth; and 

     
      

    WHEREAS,
      the Board has approved the terms and conditions of this Agreement. 

     
      

    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants and
      obligations hereinafter set forth, the parties hereto, intending to be legally
      bound, hereby agree as follows: 

     
      

    1.  Election
      as Director; Appointment. Company agrees to appoint Director as a member of
      the
      Board and agrees to use its best efforts and powers to sustain and continue
      Director’s election as a member of the Board for successive one year terms at
      each annual meeting of stockholders of Company and each special meeting of
      stockholders of Company convened for such purpose, until the subsequent annual
      stockholders meeting, unless this Agreement is terminated sooner pursuant to
      Section 4 hereof (the “Term”). 

     
      

    2.  Duties
      and Extent of Services. 

     
      

    (a)  During
      the Term, Director shall serve as director and, in such capacity, shall provide
      those services required of a director under Company’s articles of incorporation
      and bylaws, as both may be amended from time to time, and under the corporate
      law of the jurisdiction of incorporation of the Company, the federal securities
      laws and other state and federal laws and regulations, as applicable, and shall
      render such services as are customarily associated with and are incident to
      the
      position of director and such other services as Company may, from time to time,
      reasonably require of him consistent with such position.

     
        

    (b)  Director
      shall faithfully, competently and diligently perform to the best of his ability
      all of the duties required of him as director. Without limiting the preceding
      sentence, Company acknowledges that Director has other business commitments,
      including commitments to serve on the board of directors of other companies.
      The
      parties anticipate, on average, Director shall devote approximately six (6)
      hours per month to the Company. 

     

    3.  Compensation.

     
      

    (a)  Initial
      Compensation: As compensation for Director's entering into this Agreement and
      performing his services hereunder Company shall pay a director’s fee as set
      forth on Annex A hereto per month so long as Director is a member of the
      Board.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	Prime
              Sun Power Inc.	
              Director
                Agreement

            


    

     

     

    (b)  Other
      Benefits. During the Term Director shall be entitled to any benefits made
      available to non-executive members of the Board generally. 

     
      

    (c)  Expenses.
      Company agrees to reimburse Director for all reasonable and necessary travel,
      business entertainment, and other out-of-pocket business expenses incurred
      or
      expended by him in connection with the performance of his duties hereunder
      upon
      presentation of proper expense statements or vouchers or such other supporting
      information as Company may reasonably require of Director. 

     
      

    4.  Termination.
      The Company shall have the right to remove Director from, or not reelect
      Director to, the Board in accordance with the provisions of the Articles of
      Incorporation and Bylaws of the Company. The Director shall have the right,
      exercisable at any time during the Term, upon written notice to Company, to
      resign as a member of the Board. In the event that, during the term hereof,
      Director is removed as a director without cause he shall be entitled to two
      (2)
      additional months director fees, even though he is no longer a member of the
      Board. 

     
      

    5.  Confidentiality.
      The parties acknowledge that in conjunction with the execution of this
      Agreement, they are entering into an Agreement to Protect Confidential
      Information. 

     
      

    6.  Independent
      Contractor. Director is an independent contractor and will not be deemed an
      employee of Company for purposes of employee benefits, income tax withholding,
      FICA taxes, unemployment benefits or otherwise. 

     
        

    7.  Entire
      Agreement. This Agreement is intended by the parties as a final expression
      of
      their agreement with respect to the subject matter hereof and is intended as
      a
      complete and exclusive statement of the terms and conditions thereof and
      supersedes and replaces all prior negotiations and agreements between the
      parties hereto, whether written or oral, with respect to the subject matter
      hereof, provided, however, for purposes of clarity, nothing herein shall
      preclude any other written agreement supplementing the terms and conditions
      hereof entered into and executed after the date hereof. 

    


    8.  Governing
      Law. 

     
      

    (a)  This
      Agreement shall be governed by and construed under the laws of the State of
      New
      York, applicable to contracts to be wholly performed in such State, without
      regard to the conflict of laws principles thereof. 

     
      

    (b)  Any
      action to enforce any of the provisions of this Agreement shall be brought
      in a
      court of the State of New York located in the Borough of Manhattan of the City
      of New York or in a Federal court located within the Southern District of New
      York. The parties consent to the jurisdiction of such courts and to the service
      of process in any manner provided by New York law. Each party irrevocably waives
      trial by jury. Each party irrevocably waives any objection which it may now
      or
      hereafter have to the laying of the venue of any such suit, action or proceeding
      brought in such court and any claim that such suit, action or proceeding brought
      in such court has been brought in an inconvenient forum and agrees that service
      of process in accordance with the foregoing sentences shall be deemed in every
      respect effective and valid personal service of process upon such party.


     
      

    9.  Amendment.
      This Agreement may be amended, modified or superseded, and any of the terms
      hereof may be waived, only by a written instrument executed by the parties
      hereto. 

     
      

    10.  Assignability.
      The obligations of Director may not be delegated and Director may not, without
      Company’s written consent thereto, assign, transfer, convoy, pledge, encumber,
      hypothecate or otherwise dispose of this Agreement or any interest herein.
      Any
      such attempted delegation or disposition shall be null and void and without
      effect. Company and Director agree that this Agreement and all of Company’s
      rights and obligations hereunder may be assigned or transferred by Company
      to
      and shall be assumed by and be binding upon any successor to Company. The term
      “successor” means, with respect to Company or any of its subsidiaries, any
      corporation or other business entity which, by merger, consolidation, purchase
      of the assets or otherwise acquires all or a material part of the assets of
      Company. 

     

    
      
         

      

      
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        	Prime
                Sun Power Inc.	
                Director
                  Agreement

              


      

       

       

    

    11.  Severability.
      If any provision of this Agreement or any part thereof is held to be invalid
      or
      unenforceable, the same shall in no way affect any other provision of this
      Agreement or remaining part thereof; which shall be given full effect without
      regard to the invalid or unenforceable part thereof. 

     
        

    12.  Notices.
      All notices, requests, demands and other communications required or permitted
      to
      be given or made under this Agreement, shall be given or made in writing by
      registered or certified mail, return receipt requested, or by overnight carrier
      service or by facsimile transmission and will be deemed to have been given
      or
      made on the date following receipt or attempted delivery, in the case of the
      Director, at the address of record on the date hereof, and in the case of the
      Company, to its registered office in the state of its incorporation. Either
      party may change the address to which notices shall be sent by sending written
      notice of such change of address to the other party. Any such notice shall
      be
      deemed given, if delivered personally, upon receipt; if telecopied, when
      telecopied; if sent by courier service providing for next-day delivery, the
      next
      business day following deposit with such courier service; and if sent by
      certified or registered mail, three days after deposit (postage prepaid) with
      the U.S. mail service. 

     
      

    13.  Representations
      and Warranties; Indemnification. 

     
      

    (a)  The
      Director hereby represents and warrants to Company that his execution, delivery
      and performance of this Agreement and any other agreement to be delivered
      pursuant to this Agreement will not violate, conflict with or result in the
      breach of any of the terms of, or constitute (or with notice or lapse of time
      or
      both, constitute) a default under, any agreement, arrangement or understanding
      with respect to Director’s employment or providing services to which Director is
      a party or by which Director is bound or subject. 

     
        

    (b)  Company
      hereby represents and warrants to Director that (i) it is a corporation duly
      organized, validly existing, and in good standing under the laws of the
      jurisdiction of incorporation, and has all requisite corporate power and
      authority to execute, deliver and perform this Agreement in accordance with
      the
      terms hereof, (ii) all necessary actions to authorize the Company’s execution,
      delivery and performance of this Agreement have been taken, (iii) this Agreement
      has been duly executed and delivered by the Company and constitutes its legal,
      valid, and binding obligation enforceable against it in accordance with the
      terms hereof, and (iv) its execution, delivery and performance of this Agreement
      and any other agreement to be delivered pursuant to this Agreement will not
      violate, conflict with or result in the breach of any of the terms of, or
      constitute (or with notice or lapse of time or both, constitute) a default
      under, any agreement, arrangement or understanding with respect to Director’s
      employment or which otherwise related to Director’s relationship with the
      Company. 

     
      

    (c)  Company
      hereby agrees to indemnify and hold harmless Director, his affiliates (and
      such
      affiliates’ directors, officers, employees, agents and representatives) and
      permitted assigns, to the fullest extent permitted under New York law, from
      and
      against any and all losses, damages, liabilities, obligations,
      costs or expenses which are caused by or arise out of (i) any breach or default
      in the performance by the Company of any covenant or agreement of the Company
      contained in this Agreement, and (ii) any breach of warranty or inaccurate
      or
      erroneous representation made by the Company herein, and (iii) any and all
      actions, suits, proceedings, claims, demands, judgments, costs and expenses
      (including reasonable legal fees) incident to any of the foregoing. The Company
      shall advance any expenses reasonably incurred by Director in defending an
      indemnifiable action hereunder, with such expenses to be reimbursed by Director
      only in the event that a court of competent jurisdiction enters a binding
      judgment, order or decree that Director acted in bad faith or in a manner he
      reasonably believed not to be in the best interests of the Company.

     

     

    
      
         

      

      
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        	Prime
                Sun Power Inc.	
                Director
                  Agreement

              


      

       

       

    

    14. 
      Paragraph Headings. The paragraph headings contained in this Agreement are
      for
      reference purposes only and shall not affect in any way the meaning or
      interpretation of this Agreement. 

     
      

    15.  Counterparts.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed to be an original, but all of which taken together shall constitute
      one and the same instrument. Delivery of an executed copy of this Agreement
      in
      person or by electronic facsimile transmission, scan or other means of
      electronic communication capable of producing a printed copy will be deemed
      to
      be execution and delivery of this Agreement as of the date of such confirmed
      transmission. 

    


    [Signature
      Page Follows]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have duly executed this Agreement as of this
6th ay of October 2008.
      

     

    PRIME
      SUN
      POWER INC.

     

    By: 
      /s/
      Barbara Salz

      
        

      

    

    Name: 
      Barbara
      Salz

    Title: 
      Corporate
      Secretary

     

     

    DIRECTOR

     

    (Signature:)
      /s/ Cesare Boffa

      
        

      

    

    Print
      Name: Cesare Boffa

     

     

    
      
         

      

      
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        	Prime
                Sun Power Inc.	
                Director
                  Agreement

              


      

       

       

      Annex
        A


    

    


    Appointment
      of Professor Cesare Boffa 

    Board
      of
      Directors of Prime Sun Power Inc.

    


    


    Annual
      Compensation: per Chief Technology Officer Services Agreement

     

     

     

     

     

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