EMPLOYMENT
      AGREEMENT 

     

    This
      AGREEMENT reached this 24th
      day of
      October, 2008 by and between PREMIER POWER RENEWABLE ENERGY, INC. (hereinafter
      referred to as CORPORATION(S) and Teresa Kelley (hereinafter referred to as
      EXECUTIVE ).

    


    WHEREAS
      CORPORATION is a corporation duly organized and existing under the laws of
      the
      State of Delaware, principally engaged in the business of solar power and
      renewable energy solutions. 

    


    WHEREAS
      EXECUTIVE is an individual who has vast experience in executive management
      and
      operations in the solar industry

    


    WHEREAS
      CORPORATION desires to retain the services of EXECUTIVE to act as its Chief
      Executive Officer (CFO) and EXECUTIVE desires to accept such retention of her
      services on the terms and conditions as are more fully set forth
      herein.

     

    IN
      CONSIDERATION FOR THE MUTUAL PROMISES, COVENANTS AND CONDITIONS CONTAINED HEREIN
      IT IS AGREED AS FOLLOWS:

    


    
      	
              1.

            	
              EXECUTIVE
                EMPLOYMENT:
                CORPORATION hereby retains the services of the EXECUTIVE as its Chief
                Financial Officer (hereafter CFO). In her capacity as CFO she shall
                be
                responsible for managing and overseeing the day to day financial
                operations of the CORPORATION as well as near and long term financial
                planning of the CORPORATION. Her duties shall include, but not be
                limited
                to the following:

            


    

     

    
      	 	
              a.

            	
              All
                financial oversight as CFO, acting and conducting day to day oversight
                and
                management of the financial operations and direction of the CORPORATIONS
                world wide financial, including but not limited to any and all necessary
                accounting functions, financial reporting, budgeting, and other financial
                activities that may require a “hands on approach” to complete in an
                accurate and timely fashion.

            


    

    
      	 	
              b.

            	
              Analyzing
                the financial budgetary structure of CORPORATION and proposing, overseeing
                and implementing budgetary changes and modifications related to all
                areas
                of financial operation including but not limited to job costing and
                reporting in all areas of
                operation.

            


    

    
      	 	
              c.

            	
              Review
                of any and all contracts CORPORATION enters into and the implementation
                and any financial terms related to those contracts.
                

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              d.

            	
              Analysis,
                recommendation, design and implementation of a scalable domestic
                and
                international accounting system or systems as necessary to meet the
                current and future needs of the
                CORPORATION.

            


    

    
      	 	
              e.

            	
              Analysis
                and review of expansion, acquisition, merger and other related business
                opportunities.

            


    

    
      	 	
              f.

            	
              Assisting
                in the obtaining of short and long term financing and/or seeking
                potential
                strategic partners, merger candidates, and or acquiring entities
                as
                directed by the President and CEO.

            


    

    
      	 	
              g.

            	
              All
                Human resource (HR) activities related to the companies operations.
                Including but not limited to hiring, termination, compensation oversight
                and payroll as well as the establishment, implementation and refinement
                of
                all benefits programs, including any bonus and incentive stock or
                stock
                option programs as directed by the President and
                CEO.

            


    

    
      	 	
              h.

            	
              Full
                oversight and execution of any actions required for the necessary
                and
                timely, preparation and filing of all company financial reports and
                any
                and all other filings requiring financial input necessary to comply
                with
                SEC regulations necessary for the company to remain in full compliance
                and
                in good standing as a “public company”
..

            


    

    
      	 	
              i.

            	
              Oversight,
                coordination and management of any and all
                audits.

            


    

    
      	 	
              j.

            	
              The
                establishment of adequate internal
                controls.

            


    

    
      	 	
              k.

            	
              Establishing
                and maintaining Sarbanes Oxley (SOX) compliance including any SOX
                audit
                and controls implementation.

            


    

    
      	 	
              l.

            	
              Oversight
                and execution of the timely preparation and filing of all Tax returns
                and
                other filings required by the IRS as well as State and Local authorities
                in all jurisdictions which CORPORATION operates necessary for the
                CORPORATION to be in good standing with all tax, government, trade
                unions
                and regulatory bodies at all times.

            


    

    


    
      	 	
              m.

            	
              Maintaining
                and developing relationships with upper management of CORPORATION’S major
                clients and suppliers for world wide operations in order to secure
                the
                most favorable terms.

            


    

    


    
      	 	
              n.

            	
              Presentation
                of the CORPORATION’S financial performance and any financial guidance the
                CORPORATION may choose to give third parties during investor and
                analyst
                conference calls, analyst meetings, in person and on the phone, as
                well as
                during “road shows” and at the industry events where the President and CEO
                requires the CFO to present on behalf of the
                company.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              o.

            	
              To
                travel and dedicate the time and effort at the location designated
                by the
                President and CEO, on a day to day basis, necessary to perform the
                duties
                detailed herein. 

            


    

    


    In
      pursuit of the foregoing responsibilities, EXECUTIVE shall report directly
      to
      the President and CEO.

    


    EXECUTIVE
      shall dedicate her full and exclusive time to the herein employment to enable
      her to faithfully perform her duties hereunder. In connection herewith EXECUTIVE
      shall be required to travel both statewide, nationally and internationally
      to
      perform her duties hereunder. However it is expressly understood that the US
      Corporate Headquarters in El Dorado Hills, CA shall be her base office of
      operation. 

    


    2.
        TERM:
      The
      term
      of the EXECUTIVE’s employment hereunder shall be four years and shall commence
      upon the signing of this agreement , and shall be terminate on the four year
      anniversary of the signing of this agreement, subject to earlier termination
      under section 5. 

    


    3.
      COMPENSATION:
      In
      consideration for the services being rendered herein, EXECUTIVE shall be
      entitled to and shall receive the following compensation:

    


    
      	 	
              a)

            	
              Annual
                compensation of One Hundred Fifty Thousand dollars ($150,000.00)
                said
                compensation shall be paid in 12 equal payments during each
                year.

            


    

    
      	 	
              b)

            	
              As
                and for additional compensation EXECUTIVE shall receive an annual
                20%
                bonus above base salary based on CFOs efforts to “help” the company
                achieve the following: 

            


    

    :
      

    
      	 	
              a)

            	
              Minimum
                revenue growth of 80% in year 1, 80% growth in year 2, 70% growth
                in year
                3 and 60% growth in year 4, targets may be revised and adjusted by
                President and CEO over the term of the
                agreement.

            


    

    
      	 	
              b)

            	
              Annual
                EBITDA and Net Income in excess of previous years EBIDTA and Net
                Income.

            


    

    
      	 	
              c)

            	
              Net
                Income margins in excess of Five Percent
                (5%)

            


    

    
      	 	
              d)

            	
              Acquisitions
                to secure revenue growth, margin growth and market share domestically
                and
                around the world.

            


    

    


    


    
      	 	
              c)

            	
              Employee
                will receive stock options in the following
                amounts:

            


    

    


    
      	 	
              a)

            	
              Year
                1: 100,000 options to purchase stock in CORPORATION, at strike price
                defined below, vesting 25% per year for each year of
                employment.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              b)

            	
              Year
                2: 125,000 options to purchase stock in CORPORATION at strike price
                defined below, vesting 33% per year for each additional year of
                employment.

            


    

    


    
      	 	
              c)

            	
              All
                stock options will be issued at a “Strike Price” to be the same as the
                price of the CORPORATIONS stock as of the end of the days trading
                as
                quoted on the primary exchange the CORPORATIONS stock is listed,
                on day
                the ESOP is approved by the board of directors.


            


    

    


    
      	 	
              d)

            	
              Notwithstanding
                the vesting time frames specified above EXECUTIVE’s rights to receive the
                stock options described herein shall be accelerated for any given
                year to
                the full vesting for that year in the event of a Triggering Event
                in any
                given year (i.e. sale, merger or acquisition of over 51% Premier
                Power by
                a third party)

            


    

    


    


    
      	 	
              d)

            	
              For
                purposes of this provision “EBITDA: shall be defined as fiscal year end
                earnings before interest, taxes, depreciation and amortization divided
                by
                CORPORATION’s fiscal year end gross revenues, utilizing Generally Accepted
                Accounting Principals (GAAP)

            


    

    


    
      	 	
              e)

            	
              Compensation
                under paragraph 3 (b) and shall be paid within Thirty Days (30) of
                the end
                of CORPORATION’s fiscal year.

            


    

    


    
      	 	
              f)

            	
              All
                health insurance standard to Premier Power employees starting upon
                employment.

            


    

    


    
      	 	
              g)

            	
              401K
                the same terms and conditions as other Premier Power
                employees

            


    

    


    


    
      	 	
              h)

            	
              Expense
                account to reimburse EXECUTIVE for expenses necessarily incurred
                in the
                pursuit of hiss duties hereunder including but not limited to gas
                and
                mileage reimbursement

            


    

    


    
      	 	
              i)

            	
              14
                days paid vacation, after the first full year of Employment hereunder.
                

            


    

    


    4.
       NON-DISCLOSURE:
      In
      pursuit of her job responsibilities, EXECUTIVE shall  acquire
      Financial, Marketing and other proprietary information and data of CORPORATION.
      To insure the continued confidential nature of this information, EXECUTIVE
      shall
      be required to execute a Non-Disclosure Agreement (in the form as is attached
      hereto and incorporated herein).


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    5.
       TERMINATION
      BY CORPORATION:
      This
      Agreement may be terminated at any time by CORPORATION during the initial 90
      day
      period with the giving of four (4) weeks written notice. In addition thereto,
      it
      may be terminated at any time, without notice “For Cause”. For purposes of this
      Agreement “For Cause“shall be defined as the occurrence of any of the following
      acts of EXECUTIVE:

    


    a)
       Conducting
      and/or participating in any transaction that is a violation of any governmental
      rules, regulation, ordinance, and/or law, (unless specifically instructed to
      do
      so by the Board of Directors). 

      

    
      	 	
              b)

            	
              Conducting
                any deal and/or transaction that might be deemed a breach of the
                fiduciary
                relationship owed to CORPORATION by EXECUTIVE as
                

            


    

    A
      result
      of her employment hereunder,

    


    
      	 	
              c)
                

            	
              Any
                material breach of the terms and conditions of this Agreement, and
                or the
                terms and conditions of the Non-Disclosure
                Agreement.

            


    

    


    
      	 	
              d)
                

            	
              Any
                disability which prevents EXECUTIVE from rendering services hereunder
                for
                a period of 180 consecutive days and/or a total of 60
                days

            


    

    over
      any
      6 month period.

    


    
      	 	
              e)
                

            	
              Notwithstanding
                the foregoing, this Agreement may be further terminated by CORPORATION
                at
                any time after the initial 90 days. without cause, on the following
                terms
                and conditions:

            


    

    


    EXECUTIVE
      shall receive six (6) months of severance compensation, as is described in
      Paragraph 3 (a), exclusively, if termination occurs after December
      31st,
      2008.

    


    
      	 	
              f)

            	
              In
                the event of one of the following:

            


    

    
      	 	
              a.

            	
              termination
                of this agreement by EXECUTIVE, or 

            


    

    
      	 	
              b.

            	
              the
                termination of this agreement by CORPORATION for cause, as defined
                herein,

            


    

    
      	 	
              c.

            	
              Triggering
                event (Acquisition of Premier Power, Merger, or Sale) under which
                Stock
                options vesting is accelerated. 

            


    

    


    EXECUTIVE
      agrees not to enter into any business that competes directly with CORPORATION
      for a period of three years from the date of termination of this agreement;
      further EXECUTIVE agrees to enter into the separate NDA Non-Compete agreement
      attached hereto.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.
       MISCELLANEOUS
      PROVISIONS: 

    


    
      	 	
              a)
                

            	
              The
                parties hereto agree to execute any and all documents necessary to
                effectuate the intent of this Agreement. Furthermore, the parties
                hereto
                agree to comply with all statutory requirements with respects to
                the
                transfer of the instant shares, if any such stock option is exercised.
                

            


    

    


    
      	 	
              b)
                

            	
              This
                Agreement shall be the full and final Agreement between the parties
                and
                shall constitute the full and final Agreement between the parties
                with
                respect to the subject matter of this Agreement. This Agreement shall
                supersede any prior or contemporaneous Agreement, oral or written,
                between
                the parties.

            


    

    


    
      	 	
              c)
                

            	
              If
                any provision of this Agreement shall be found to be invalid or
                unenforceable in any respect, the remainder of the Agreement shall
                remain
                in full force and effect. The Agreement shall be interpreted to provide
                a
                full and reasonable commercial
                interpretation.

            


    

    


    
      	 	
              d)
                

            	
              Any
                and all modifications to this Agreement must be undertaken in writing
                and
                signed by all parties.

            


    

    


    
      	 	
              e)
                

            	
              This
                Agreement shall be interpreted according to the laws of the State
                of
                California. If any suit or litigation is instituted it shall be brought
                in
                Sacramento, California. The prevailing party in any such litigation
                shall
                be entitled to their reasonable attorney’s fees and
                costs.

            


    

    


    
      	 	
              f)
                

            	
              All
                parties warrant that they possess the full authority and capacity
                to enter
                into this Agreement and bind their respective
                associates.

            


    

    


    
      	 	
              g)

            	
              This
                Agreement shall inure to the benefit or burden of any and all assigns,
                parents, and/or subsidiaries of CORPORATION and cannot be assigned,
                other
                than to any such entity in which CORPORATION holds at least a 50%
                interest
                therein, without the express written consent of the other party;
                save any
                merger or acquisition approved by the CORPORATIONS
                shareholders.

            


    

    


    
      	 	
              h)

            	
              This
                Agreement may not be assigned by EXECUTIVE and services contracted
                for
                herein are specific to EXECUTIVE and may not be delegated and or
                assigned
                to any other person other than
                EXECUTIVE.

            


    

     

    [SIGNATURE
      PAGE FOLLOWS]

    


    [SIGNATURE
      PAGE TO EMPLOYMENT AGREEMENT]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
              Agreed
                and Accepted:

            
	 
	
              PREMIER
                POWER RENEWABLE

            
	
              ENGERY,
                INC.

            
	 
	
              /s/
                Dean Marks

            
	 	 
	
              By

            	
              Dean
                Marks

            
	 	 
	
              Title

            	
              Chief
                Executive Officer

            
	 	 
	
              Date:
                October 24, 2008

            
	 
	
              /s/
                Teresa Kelley

            
	 
	
              Teresa
                Kelly

            
	 
	
              Date:
                October 24, 2008