DIRECTOR
AGREEMENT

    


    This
Director Agreement (“Agreement”) is entered into by and between PREMIER POWER
RENEWABLE ENERGY, INC., a Delaware corporation (hereinafter referred to as
PPRE), and Tommy Ross (hereinafter referred to as ROSS).  This
Agreement is dated as of March 23, 2009.

    


    WHEREAS,
PPRE is a corporation duly organized and existing under the laws of the State of
Delaware.

    


    WHEREAS,
ROSS is an individual who has vast corporate executive experience.

    


    WHEREAS,
as a result of ROSS qualifications, the Board of Directors of PPRE (the “BOARD”)
elected ROSS to serve on the Board on March 18, 2009.

    


    WHEREAS,
ROSS is willing to accept said election as a member of the BOARD.

    


    WHEREAS,
the parties now desire to enter into this Agreement to memorialize the parties’
understandings and agreements regarding ROSS’ service on the BOARD.

    


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

    


    
      	
               
      

            	
              1.

            	
              ROSS
      hereby agrees to accept his membership on the BOARD and to dutifully
      serve.  ROSS agrees to continue to accept his election of said
      member of the BOARD and to so serve for a period of no less through March
      11, 2011, subject to re-election by the required vote of PPRE shareholders
      at the annual meeting of
shareholders.

            


    

    


    
      	
               
      

            	
              2.

            	
              ROSS
      shall be required to attend at least Two (2) “In Person” BOARD Meetings,
      and two (2) additional Telephonic BOARD Meetings per
  year.

            


    

    


    
      	
               
      

            	
              3.

            	
              PPRE
      shall pay to ROSS as and for his compensation to serve as a member of its
      BOARD the following:

            


    

     

    
      
        	
                 

              	
                a.

              	One
      Thousand Two Hundred and Fifty Dollars ( $1,250.00)  for
      Telephonic Board Meetings, and Two Thousand Five Hundred
      Dollars  ($2,500.00) per in Person BOARD Meeting plus
      travel expenses to and back from said BOARD Meeting.  Such
      Travel shall include a Coach Air Line Ticket, and “On Ground”
      transportation, to and back from the respective Airports and
      BOARD Meeting Rooms.  ROSS shall receive no additional
      compensation hereunder for attending the “Telephonic BOARD
    Meetings”
	 	 	 
	
                 
      

              	
                b.

              	
                The
      right to receive Fifty Thousand (50,000) of Common Class “A” Voting
      Stock.  Said Stock shall vest to ROSS as
  follows:

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      	
               
      

            	
              i)

            	
              Upon
      the completion of the first year of service on the BOARD, 33% of the total
      shares due  to ROSS shall
vest,

            


    

    
      	
               
      

            	
              ii)

            	
              Upon
      the completion second full year of service on the BOARD 33% of the total
      shares due  to ROSS shall
vest,

            


    

    
      	
               
      

            	
              iii)

            	
              The
      remaining shares shall vest to ROSS upon the completion of third full year
      of service.

            


    

    


    For
purposes of this Provision, ROSS shall be required to use reasonable best
efforts to serve at each of the BOARD Meetings described in Paragraph 2 above,
in order for said shares to vest.

    


    However
notwithstanding the foregoing, should the shareholders, for any reason, other
than for cause, fail or refuse to nominate and elect ROSS, after his first full
year of service as a member of the BOARD, then so long as ROSS remains ready,
willing and able to so serve, he shall be deemed to have so satisfied the
provisions of attendance and dutiful service so as to obtain the herein
described shares.

    


    The
shareholders failure or refusal to nominate and elect ROSS shall be considered
“for cause” if any of the following events are discovered and or
occur:

    


    
      	
               
      

            	
              i)

            	
              ROSS
      either fails to attend, or fails to act in a responsible and professional
      manner at each such subject BOARD Meeting,
  and/or

            



    
      	
               
      

            	
              ii)

            	
              ROSS
      commits a felony or some other act against public and/or moral decency
      which would cast a negative publicity light or stigma on the PPRE,
      and/or

            


    

    
      	
               
      

            	
              iii)

            	
              ROSS
      breaches the  fiduciary obligation that he owes to PPRE by
      virtue of the fact that his is an elected  member of the BOARD
      by disclosing any Corporate proprietary information to any third party,
      and/or  conducts any deal and/or transaction that in any way
      conflicts and or competes  with the business of
    PPRE

            


    

    


    4.  In
addition to the compensation provided above, PPRE shall maintain, at its own
costs and expense Directors Errors and Omission Insurance in an amount of no
less than Two
Million Dollars ($2,000,000), specifically including ROSS and the other BOARD
Members as insured.  Should the subject insurance coverage not be
sufficient to cover any losses occasioned by actions of the BOARD, then PPRE
agrees to indemnify and hold ROSS harmless from and against any loss, damages,
costs, expenses, liabilities, and or causes of action, which may arise as a
result of his dutiful and responsible performance of his duties as a member of
the BOARD.

    


    5.    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.

    


    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.

    


    
      
         

      

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

     

    
      
        	
                PREMIER
      POWER RENEWABLE

              	
                TOMMY
      ROSS

              
	
                ENERGY,
      INC.

              	 
      
	 
      	 
      
	
                /s/
      Dean
      Marks                                
      

              	
                /s/
      Tommy
      Ross                      
      

              
	
                By:
      Dean Marks

              	 
      
	
                Its:
      Chief Executive Officer

              	 
      


      


      
        
           


        

        
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