EX 10.6


     

     

    EXHIBIT
      10.6

     

    PRIME
      SUN POWER INC.

    


    CHIEF
      TECHNOLOGY OFFICER SERVICES AGREEMENT

    


    This
      Chief Technology Officer Services Agreement, dated this 22nd day of September,
      2008 (the “Agreement”),
      by
      and between Prime Sun Power Inc., a Nevada corporation (the “Company”),
      and
      Professor Cesare Boffa (the “Executive”).

    


    WHEREAS,
      the Company desires to engage the Executive to serve as Chief Technology Officer
      of the Company and the Executive desires to serve as the Chief Technology
      Officer of the Company;

    


    WHEREAS,
      the Company desires for the Executive to serve on the Board of Directors of
      the
      Company and the Executive desires to accept such appointment pursuant to the
      terms and conditions of a separate Director Agreement dated as of even date
      herewith (the “Director
      Agreement”);
      

    


    NOW
      THEREFORE, in consideration of the premises and the mutual agreements made
      herein, the Company and the Executive agree as follows: 

    


    1. Employment;
      Duties.
      The
      Company hereby engages the Executive to serve as Chief Technology Officer of
      the
      Company. The Executive shall (i) provide all technical and economic assessments
      of all Company projects; (ii) interface with banks and other institutions to
      complete bankable feasibility studies for the Company; (iii) design and
      implement a research and development program for the Company and (iv) undertake
      such other services as reasonably requested by the Board of Directors from
      time
      to time related to solar energy, photovoltaic products and ancillary business
      advice and services, including, but not limited to, the matters set forth on
      Annex A attached hereto. The Executive shall serve the Company in such capacity
      for the Employment Period as defined in Section 2. The Executive shall report
      to
      the Chief Executive Officer. The Executive agrees that during the course of
      employment rendered to the Company, he shall devote his professional attention,
      knowledge and experience and give his best effort, skill and abilities to
      promote the business and interests of the Company. The Executive agrees to
      accept direction from Chief Executive Officer of the Company or the Board of
      Directors of the Company or a committee of the Board of Directors to which
      the
      Board of Directors has duly delegated authority thereof (collectively, the
      “Board”).
      The
      Executive shall devote approximately fifty percent (50%) of his professional
      time to Company services. The Company acknowledges and agrees that the services
      rendered to the Company shall not be exclusive to the Company and the Executive
      may pursue other academic and business activities so long as such other business
      activities are not in conflict with the Company. The Executive agrees to
      faithfully and diligently perform such reasonable duties commensurate with
      the
      position of Chief Technology Officer as may from time to time be assigned to
      the
      Executive by the Board. For purposes of clarity, except with respect to
      subsidiaries of the Company, to the extent the Executive renders services to
      any
      other organizations, all such services must be rendered in a separate capacity
      and shall not be deemed to constitute services of the Executive
      as


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

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    an
      agent
      of any such other organization to the Company or as an agent by or on behalf
      of
      the Company to such other organizations unless expressly delegated in writing
      to
      such effect. 

    


    2. Employment
      Period.
      This
      Agreement shall have an initial term of three (3) years to be effective
      commencing as of the date hereof and ending on the third anniversary of hereof
      (the “Initial
      Employment Period”),
      unless sooner terminated in accordance with the provisions of Section 7 or
      Section 8. This Agreement shall automatically renew and continue to remain
      in
      effect after the Initial Employment Period for successive one year periods
      (each, a “Renewal
      Employment Period”),
      until
      terminated as provided herein, unless either party provides the other party
      with
      written notice of non-renewal not later than sixty (60) days prior to the
      expiration of the Initial Period or the anniversary of such date in any
      subsequent Renewal Employment Period. The Initial Employment Period and each
      Renewal Employment Period of this Agreement is referred to herein as the
“Employment
      Period.”

    


    3. Compensation.

    


    (a) Base
      Compensation.
      The
      Executive shall be paid a base salary of one-hundred
      eighty thousand (180,000) Euros per annum,
      payable
      incrementally on a monthly basis and pro-rated for any partial year of
      employment, less any applicable statutory or regulatory deductions (the
“Base
      Salary”).
      The
      Base Salary shall be payable in accordance with the Company’s regular payroll
      practices, as the same may be modified from time to time. The Base Salary shall
      be the complete and total compensation for all services rendered to the Company
      as Chief Technology Officer and as a member of the Board of Directors.


    


    (b) Options
      and Benefits.
      The
      Executive shall be granted stock options for the purchase of 500,000 (five
      hundred thousand) shares of Company common stock at a purchase price equal
      to
      the fair market value per share as of the date of this Agreement. The fair
      market value per share shall be determined by reference to the publicly quoted
      closing price per share on the date immediately preceding the date of approval
      of this Agreement by the Board of Directors of the Company. The stock options
      shall be subject to the customary terms and conditions pertaining to all Company
      stock options. The Executive shall be eligible to participate in all Company
      benefits and incentive plans granted at the discretion of the Board of
      Directors. 

    


    (c) Expense
      Reimbursement.
      The
      Executive shall be entitled to reimbursement of reasonable out-of-pocket
      expenses incurred in connection with travel and matters related to the Company's
      business and affairs if made in accordance with written Company policy as in
      effect from time to time as determined by the Board. 

    


    (d) Vacation.
      The
      Executive shall be entitled to vacation each calendar year in accordance with
      written Company policy as in effect from time to time as determined by the
      Board. No compensation shall be paid for accrued but untaken vacation.


    


    (e) Place
      of Employment.
      The
      parties agree that the principal place of services to be rendered to the Company
      by Executive shall be outside of the United States of America and all
      compensation shall be paid to Executive outside of such jurisdiction. The
      Company


    
      
         

      

      
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    acknowledges
      and agrees that Executive may reside from time to time in other jurisdictions
      and may travel to any and all other jurisdictions related to services to be
      rendered to the Company and Executive, none of which shall have the effect
      of
      changing the deemed principal place of services rendered by Executive to the
      Company unless otherwise required by the laws of such other jurisdictions.
      

    


    4. Trade
      Secrets.
      The
      Executive agrees that it is in the Company's legitimate business interest to
      restrict his disclosure or use of Trade Secrets and Confidential Information
      relating to the Company or its affiliates as provided herein, and Executive
      agrees not to disclose or use the Trade Secrets and/or Confidential Information
      relating to the Company or its affiliates for any purpose other than in
      connection with his performance of his duties. For purposes of this Agreement,
      “Trade
      Secrets”
shall
      mean all confidential and proprietary information belonging to the Company
      (including current client lists and prospective client lists, ideas, formulas,
      compositions, inventions (whether patentable or unpatentable and whether or
      not
      reduced to practice), know-how, manufacturing and production processes and
      techniques, research and development information, drawings, specifications,
      designs, plans, proposals, technical data, copyrightable works, financial and
      marketing plans and customer and supplier lists and information). For
      purposes of this Agreement, “Confidential
      Information”
shall
      mean all information in addition to Trade Secrets used by, or which is in the
      possession of the Company and relating to the Company’s business or assets
      specifically including, but not limited to, information relating to the
      Company’s products, services, strategies, pricing, customers, representatives,
      suppliers, distributors, technology, finances, employee compensation, computer
      software and hardware, inventions, developments, in each case to the extent
      that
      such information is not required to be disclosed by applicable law or compelled
      to be disclosed by any governmental authority. Notwithstanding the foregoing,
      the terms “Trade
      Secrets”
and
      “Confidential
      Information”
do
      not
      include information that (i) is or becomes generally available to or known
      by
      the public (other than as a result of a disclosure by the Executive),
provided,
      that
      the
      source of such information is not known by the Executive to be bound by a
      confidentiality agreement with the Company; or (ii) is independently developed
      by the Executive without violating this Agreement. 

     

    5. Return
      of Documents and Property.
      Upon
      the expiration or termination of the Executive's employment with the Company,
      or
      at any time upon the request of the Company, the Executive (or his heirs or
      personal representatives) shall deliver to the Company (a) all documents and
      materials (including, without limitation, computer files) containing Trade
      Secrets and Confidential Information relating to the business and affairs of
      the
      Company or its affiliates, and (b) all documents, materials, equipment and
      other
      property (including, without limitation, computer files, computer programs,
      computer operating systems, computers, printers, scanners, pagers, telephones,
      credit cards and ID cards) belonging to the Company or its affiliates, which
      in
      either case are in the possession or under the control of the Executive (or
      his
      heirs or personal representatives). 

    


    6. Discoveries
      and Works.
      All
      Discoveries and Works which are made or conceived by the Executive during his
      employment by the Company, solely, jointly or with others, that relate to the
      Company's present or anticipated activities, or are used or useable by the
      Company within the scope of this Agreement shall be owned by the Company. For
      the purposes of this Section 6, (including the definition of “Discoveries
      and Works”)
      the
      term “Company”


    
      
         

      

      
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    shall
      include the Company and its affiliates. The term “Discoveries
      and Works”
      includes, by way of example but without limitation, Trade Secrets and other
      Confidential Information, patents and patent applications, service marks, and
      service mark registrations and applications, trade names, copyrights and
      copyright registrations and applications. The Executive shall (a) promptly
      notify, make full disclosure to, and execute and deliver any documents requested
      by the Company, as the case may be, to evidence or better assure title to
      Discoveries and Works in the Company, as so requested, (b) renounce any and
      all
      claims, including but not limited to claims of ownership and royalty, with
      respect to all Discoveries and Works and all other property owned or licensed
      by
      the Company, (c) assist the Company in obtaining or maintaining for itself
      at
      its own expense United States and foreign patents, copyrights, trade secret
      protection or other protection of any and all Discoveries and Works, and (d)
      promptly execute, whether during his employment with the Company or thereafter,
      all applications or other endorsements necessary or appropriate to maintain
      patents and other rights for the Company and to protect the title of the Company
      thereto, including but not limited to assignments of such patents and other
      rights. Any Discoveries and Works which, within one year after the expiration
      or
      termination of the Executive's employment with the Company, are made, disclosed,
      reduced to tangible or written form or description, or are reduced to practice
      by the Executive and which pertain to the business carried on or products or
      services being sold or delivered by the Company at the time of such termination
      shall, as between the Executive and, the Company, be presumed to have been
      made
      during the Executive's employment by the Company. The Executive acknowledges
      that all Discoveries and Works shall be deemed “works
      made for hire”
under
      the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

    


    7. Termination.
      

    


    (a) Manner
      of Termination.
      The
      Company and the Executive may terminate this Agreement, with or without cause,
      only in accordance with the provisions of this Section 7. 

    


    (b) Termination
      Without Cause.
      The
      Company may terminate this Agreement without cause at any time during the
      Employment Period effective immediately upon giving written notice of
      termination to the Executive, provided however, that if the Company terminates
      this Agreement other than for cause during the Employment Period the Company
      shall pay the Executive payments equivalent to Executive’s annual Base Salary
      following such termination date in accordance with the Company’s regular payroll
      procedures through the remainder of the Employment Period plus reimbursement
      of
      any and all reasonable and pre-approved expenses incurred by Executive as of
      the
      date of notice of such date, and all of such payments shall completely and
      fully
      discharge any and all obligations and liabilities of the Company to the
      Executive. 

    


    (c) Termination
      for Cause.
      The
      Company may terminate this Agreement for cause at any time during the Employment
      Period effective immediately upon giving written notice of termination to the
      Executive. For purposes of this Agreement, “cause”
shall
      mean, with respect to the Executive, (i) any act of fraud or dishonesty, willful
      misconduct or negligence in connection with the Executive's performance of
      his
      duties, (ii) repeated failure of the Executive to follow reasonable instructions
      of the Board, (iii) dishonesty of the Executive which causes a material
      detriment to the Company or its affiliates, (iv) a breach by the Executive
      of
      any


    
      
         

      

      
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    provision
      hereof or of any contractual or legal fiduciary duty to the Company (including,
      but not limited to, the unauthorized disclosure of Trade Secrets or other
      Confidential Information, non-compliance with the policies, guidelines and
      procedures of the Company or engaging during his employment in any other
      employment or business without the express written approval of the Company’s
      Board of Directors), (v) the arrest of the Executive for the commission of
      a
      felony, whether or not such alleged felony was committed in connection with
      the
      Company's business or (vi) the commencement of any bankruptcy proceedings
      (whether voluntary or involuntary), the appointment of a trustee or receiver
      for
      the Executive or the general assignment of the Executive's assets to his
      creditors. 

    


    (d) Termination
      by Executive.
      The
      Executive may terminate this Agreement at any time during the Employment Period
      upon two weeks’ prior written notice of termination to the Company.


    


    (e) Effect
      of Termination.
      Except
      as otherwise provided herein with respect to a termination pursuant to Section
      7(b), in the event this Agreement is terminated pursuant to this Section 7,
      the
      Executive's rights and the Company's obligations hereunder shall cease as of
      the
      effective date of the termination, including, without limitation, the right
      to
      receive Base Salary, and all other compensation or benefits provided for in
      this
      Agreement, and the Executive shall not be entitled to any further compensation
      or severance compensation of any kind, and shall have no further right or claim
      to any compensation benefits or severance compensation under this Agreement
      or
      otherwise against the Company or its affiliates, from and after the date of
      such
      termination, except as required by applicable law. Any termination under this
      Section 7 is subject to the provisions of Sections 18 and 20 hereof.


    


    (f) Relinquishment
      of Authority.
      Notwithstanding anything to the contrary set forth herein, upon written notice
      to the Executive, the Company may immediately relieve the Executive of all
      his
      duties and responsibilities hereunder and may relieve the Executive of authority
      to act on behalf of, or legally bind, the Company.

    


    8. Disability:
      Death.

    


    (a) If,
      prior
      to the expiration of any applicable Employment Period, the Executive shall
      be
      unable to perform his duties hereunder by reason of physical or mental
      disability for at least ninety (90) calendar days, the Company shall have the
      right to terminate this Agreement and the remainder of the Employment Period
      by
      giving written notice to the Executive to such effect. Immediately upon the
      giving of such notice, the Employment Period shall terminate. 

    


    (b) Upon
      termination of this Agreement pursuant to Section 8(a), the Executive shall
      be
      paid his Base Salary through the effective date of such termination. All other
      compensation and benefits provided for in Section 3 of this Agreement shall
      cease upon termination pursuant to Section 8(a), except as otherwise
      required by applicable law. 

    


    (c) In
      the
      event of a dispute as to whether the Executive is disabled within the meaning
      of
      Section 8(a), either party may from time to time request a medical examination
      of the


    
      
         

      

      
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    Executive
      by a doctor appointed by the chief of staff of a hospital selected by mutual
      agreement of the parties, or as the parties may otherwise agree, and the written
      medical opinion of such doctor shall be conclusive and binding upon the parties
      as to whether the Executive has become disabled and the date when such
      disability arose. The cost of any such medical examination shall be borne by
      the
      requesting party. 

    


    (d) If,
      prior
      to the expiration of the Employment Period or the termination of this Agreement,
      the Executive shall die, the Executive's estate shall be paid his Base Salary
      and other compensation due through such date of death. Except as otherwise
      provided in this Section 8(d), upon the death of the Executive, the Employment
      Period shall terminate without further notice and the Company shall have no
      further obligations hereunder, including, without limitation, obligations with
      respect to compensation and benefits provided for in Section 3 of this
      Agreement, other than as set forth in the immediately preceding sentence or
      as
      otherwise required by law.

    


    (e) Any
      termination under this Section 8 is subject to the provisions of Section 18
      hereof.

    


    9. No
      Conflicts.
      The
      Executive has represented and hereby represents to the Company and its
      affiliates that the execution, delivery and performance by the Executive of
      this
      Agreement do not conflict with or result in a violation or breach of, or
      constitute (with or without notice or lapse of time or both) a default under
      any
      contract, agreement or understanding, whether oral or written, to which the
      Executive is a party or of which the Executive is or should be aware and that
      there are no restrictions, covenants, agreements or limitations on his right
      or
      ability to enter into and perform the terms of this Agreement, and agrees to
      indemnify and save the Company and its affiliates harmless from any liability,
      cost or expense, including attorney’s fees, based upon or arising out of any
      such restrictions, covenants, agreements, or limitations that may be found
      to
      exist. For purposes of this Agreement, “affiliate”
shall
      include any subsidiary in the case of the Company, and any person or entity
      directly or indirectly controlled by or controlling the Company.

    


    10. Non-competition.
      Except
      as authorized by the Board of Directors, during the Executive’s employment by
      the Company, Executive will not (except in the capacity of an officer or
      director of the Company or any subsidiary or affiliate thereof) either directly
      or indirectly, whether or not for consideration, (i) in any way, directly or
      indirectly, solicit, divert, or take away the business of any person who is
      or
      was a customer of the Company, or in any manner influence such person to cease
      doing business in part or in whole with Company; (ii) engage in a Competing
      Business; (iii) except for investments or ownership in public entities,
      mutual funds and similar investments, none of which constitute more than 5%
      of
      the ownership or control of such entities, own, operate, control, finance,
      manage, advise, be employed by or engaged by, perform any services for, invest
      or otherwise become associated in any capacity with any person engaged in a
      Competing Business in the United States; or (iv) engage in any practice the
      purpose or effect of which is to intentionally evade the provisions of this
      covenant. For purposes of this section, “Competing
      Business”
means
      any company or business which is engaged directly or indirectly in any business
      carried on or planned to be carried on by the Company or any of its subsidiaries
      or affiliates. In the event that the Executive’s employment by


    
      
         

      

      
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    the
      Company is terminated without cause, as described in Section 7(b) hereof, the
      limitations of this Section 10 shall cease to apply as of the final payment
      made
      in respect of the termination of the Executive’s employment with the Company as
      set forth in Section 7(b) above.

    


    11. Non-Solicitation.
      During
      the Executive’s employment by the Company and for a period of thirty days
      thereafter (the “Restricted
      Period”),
      the
      Executive, directly or indirectly, whether for his account or for the account
      of
      any other individual or entity, shall not solicit or canvas the trade, business
      or patronage of, or sell to, any individuals or entities that were either
      customers of the Company during the time the Executive was employed by the
      Company, or prospective customers with respect to whom a sales effort,
      presentation or proposal was made by the Company or its affiliates, during
      the
      one year period prior to the termination of the Executive’s employment. The
      Executive further agrees that during the Restricted Period, he shall not,
      directly or indirectly, (i) solicit, induce, enter into any agreement with,
      or
      attempt to influence any individual who was an employee or consultant of the
      Company at any time during the time the Executive was employed by the Company,
      to terminate his or her employment relationship with the Company or to become
      employed by the Executive or any individual or entity by which the Executive
      is
      employed or (ii) interfere in any other way with the employment, or other
      relationship, of any employee or consultant of the Company or its
      affiliates.

    


    12. Enforcement.
      The
      Executive agrees that any breach of the provisions of this Agreement would
      cause
      substantial and irreparable harm, not readily ascertainable or compensable
      in
      terms of money, to the Company for which remedies at law would be inadequate
      and
      that, in addition to any other remedy to which the Company may be entitled
      at
      law or in equity, the Company shall be entitled to temporary, preliminary and
      other injunctive relief in the event the Executive violates or threatens to
      violate the provisions of this Agreement, as well as damages, including, without
      limitation consequential damages, and an equitable accounting of all earnings,
      profits and benefits arising from such violation, in each case without the
      need
      to post any security or bond. Nothing herein contained shall be construed as
      prohibiting the Company from pursuing, in addition, any other remedies available
      to the Company for such breach or threatened breach. A waiver by the Company
      of
      any breach of any provision hereof shall not operate or be construed as a waiver
      of a breach of any other provision of this Agreement or of any subsequent breach
      by the Executive.

    


    13. Determinations
      by the Company.
      All
      determinations and calculations with respect to this Agreement shall be made
      by
      the Board or any committee thereof to which the Board has delegated such
      authority, in good faith in accordance with applicable law, the certificate
      of
      incorporation and by-laws of the Company, in its sole discretion, and shall
      be
      final, conclusive and binding on all persons, including the Executive and the
      personal representative of his estate. 

    


    14. Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and shall be binding upon (i) the
      Company, its successors and assigns, and any company with which the Company
      may
      merge or consolidate or to which the Company may sell substantially all of
      its
      assets, and (ii) Executive and his executors, administrators, heirs and legal
      representatives. Since


    
      
         

      

      
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    the
      Executive’s services are personal and unique in nature, the Executive may not
      transfer, sell or otherwise assign his rights, obligations or benefits under
      this Agreement.

    


    15. Notices.
      Any
      notice required or permitted under this Agreement shall be deemed to have been
      effectively made or given if in writing and personally delivered, or sent
      properly addressed in a sealed envelope postage prepaid by certified or
      registered mail, or delivered by a reputable overnight courier delivery service.
      Unless otherwise changed by notice, notice shall be properly addressed to the
      Executive if addressed to the address of record set forth on Annex B; and if
      to
      the Company as properly addressed to the Company’s corporate registered office,
      or in each case as changed pursuant to notice in accordance with the foregoing
      provisions of this paragraph. 

    


    16. Severability.
      It is
      expressly understood and agreed that although the Company and the Executive
      consider the restrictions contained in this Agreement to be reasonable and
      necessary for the purpose of preserving the goodwill, proprietary rights and
      going concern value of the Company, if a final determination is made by
      arbitration or any court having jurisdiction that any provision contained in
      this Agreement is invalid, the provisions of this Agreement shall not be
      rendered void but shall be deemed amended to apply as to such maximum time
      and
      territory and to such other extent as such arbitral body or court may determine
      or indicate to be reasonable. Alternatively, if the arbitrable body or court
      finds that any provision or restriction contained in this Agreement or any
      remedy provided herein is unenforceable, and such restriction or remedy cannot
      be amended so as to make it enforceable, such finding shall not affect the
      enforceability of any of the other restrictions contained therein or the
      availability of any other remedy. The provisions of this Agreement shall in
      no
      respect limit or otherwise affect the Executive's obligations under any other
      agreements with the Company. 

    


    17. Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original but all of which together will 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.
      

    


    18. Effects
      of Termination.
      Notwithstanding anything to the contrary contained herein, if this Agreement
      is
      terminated pursuant to Section 7 or Section 8 or expires by its terms, the
      provisions of Sections 4-6 and 10-20 of this Agreement shall survive and
      continue in full force and effect. 

    


    19. Arbitration.
      All
      disputes and controversies arising out of or relating to this Agreement shall
      be
      finally settled and binding under the Rules of International Commercial Dispute
      Resolution of the American Arbitration Association (“ICDR”). The place of
      arbitration shall be New York City. The Arbitration shall be conducted in
      English by a single arbitrator appointed in accordance with the ICDR rules.
      Any
      award, verdict or settlement issued under such arbitration may be entered by
      any
      party for order of enforcement by any court of competent jurisdiction. The
      arbitrator shall have no power to take interim measures he or she
      deems


    
      
         

      

      
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        necessary,
          including injunctive relief and measures for the protection or conservation
          of
          property.

      

    

    


    20. Miscellaneous.
      This
      Agreement constitutes the entire agreement, and supersedes all prior agreements,
      of the parties hereto relating to the subject matter hereof, and there are
      no
      written or oral terms or representations made by either party other than those
      contained herein. This Agreement cannot be modified, altered or amended except
      by a writing signed by both parties. No waiver by either party of any provision
      or condition of this Agreement at any time shall be deemed a waiver of such
      provision or condition at any prior or subsequent time or of any other provision
      or condition at the same or any prior or subsequent time. 


    
      
         

      

      
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the day and
        year
        first above written. 

    

     

    EXECUTIVE

     

    /s/
      Cesare Boffa

      
        

      

    

    Name: 
      Cesare Boffa

     

     

    PRIME
      SUN POWER INC.

     

    By: 
      /s/
      Barbara S. Salz

      
        

      

    

    Name: 
      Barbara
      S. Salz

    Title: 
      Corporate
      Secretary

     

    
 

    
      
         

      

      
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      Employment
        Agreement

        
          

        

      

       

       

      Annex
        A

    

    


    Chief
      Technology Officer Services

    


    The
      Chief
      Technology Officer shall render services to the Company with respect to solar
      energy, photovoltaic products and ancillary business advice and services. The
      scope of such services shall include the following and such other services
      as
      reasonably requested by the Board of Directors from time to time (collectively
      referred to as the “Services”):

    


    
      	 	
              1.

            	
              Technical
                and economic assessment of all Company
                projects;

            


    

    
      	 	
              2.

            	
              Facilitating
                the acquisition of licences pertaining to the generation and sale
                of
                photovoltaic electrical energy, obtaining land and regulatory clearances
                and liaising with relevant government authorities and third
                parties;

            


    

    
      	 	
              3.

            	
              Interfacing
                with banks to complete bankable feasibility
                studies;

            


    

    
      	 	
              4.

            	
              Complete,
                if necessary, the bankable feasibility studies prepared by the
                banks

            


    

    
      	 	
              5.

            	
              design
                and implement a research and development program for the Company
                

            


    

    
      	 	
              6.

            	
              Interfacing
                with suppliers;

            


    

    
      	 	
              7.

            	
              Providing
                project summaries and shareholder news letters;
                and

            


    

    
      	 	
              8.

            	
              Assisting
                the Company’s Chief Financial Officer to establish and maintain adequate
                corporate controls and procedures with respect to Company audits
                and
                reporting to the United States Securities & Exchange Commission.
                

            


    

    


    The
      Board
      of Directors may reasonably modify the scope of such Services as the business
      and affairs of the Company may necessitate over time. 

    


    #    #    #

     

    
      
        
           

        

        
          -
            11 -

          
            

          

        

        
           

        

      

    

     

    
      Employment
        Agreement

        
          

        

      

       

       

      Annex
        B

    

    Addresses
      for Notices

    


    


    If
      to:

    Prime
      Sun Power Inc.

    14
      Wall
      Street, 20th Floor,

    New
      York
      NY 10005 

    Fax:
      212-618-1705

    


    With
      copies to:

    


    Gerry
      Sullivan, Chief Financial Officer and Interim Chief Executive
      Officer

    104
      Summit Avenue, Box 80

    Summit,
      NJ 07901-0080

    Fax:
      +1
      (908) 273-8762

    


    Travis
      L.
      Gering, Esq.

    Wuersch
      & Gering LLP

    100
      Wall
      Street, 21st
      Floor

    New
      York,
      NY 10005

    Fax:
      (610) 819-9104

    


    


    If
      to: Professor
      Cesare Boffa

    _________________________

    _________________________

    _________________________

    Fax:
      

    


    With
      copies to:

     

     

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      12 -