VOTING
AGREEMENT

      


      This
agreement is entered into this 21st day of
January 2009 by and between Dean R. Marks (hereinafter referred to as “Mr.
Marks”) and Miguel de Anquin (hereinafter referred to as “Mr. de
Anquin”).  Each party to this Agreement is referred to herein as a
“Party,” and they are all referred to collectively as “Parties.”

      


      Recitals

      


      WHEREAS,
Premier Power Renewable Energy, Inc. (hereinafter referred to as “Premier Power
California”) was incorporated in the State of California on April 15,
2003;

      


      WHEREAS,
from the date of Premier Power California’s formation until December 31, 2005,
Mr. Marks owned 70% of the shares of common stock of Premier Power
California;

      


      WHEREAS,
from January 1, 2006 until December 5, 2006, Mr. Marks owned 55% of the shares
of common stock of Premier Power California;

      


      WHEREAS,
from December 6, 2006 until July 10, 2008, Mr. Marks owned 85% of the shares of
common stock of Premier Power California;

      


      WHEREAS,
from July 11, 2008 until August 31, 2008, Mr. Marks owned 67% of the shares of
common stock of Premier Power California;

      


      WHEREAS,
from September 1, 2008 until September 3, 2008, Mr. Marks owned 54.1% of the
shares of common stock of Premier Power California;

      


      WHEREAS,
from September 4, 2008 until September 7, 2008, Mr. Marks owned 50.1% of the
shares of common stock of Premier Power California;

      


      WHEREAS,
from January 1, 2006 until July 10, 2008, Mr. de Anquin owned 15% of the shares
of common stock of Premier Power California;

      


      WHEREAS,
from July 11, 2008 to August 31, 2008, Mr. de Anquin owned 33% of the shares of
common stock of Premier Power California;

      


      WHEREAS,
from September 1, 2008 to September 3, 2008, Mr. de Anquin owned 30.7% of the
shares of common stock of Premier Power California;

      


      WHEREAS,
from September 4, 2008 to September 7, 2008, Mr. de Anquin owned 28.4% of the
shares of common stock of Premier Power California; and


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      WHEREAS,
the Parties had an oral understanding and agreement as to the voting of each of
their equity interests in Premier Power California while each was an owner of
such equity interests and wish to document such prior understanding and
agreement.

      


      Agreement

      


      NOW
THEREFORE, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE AS FOLLOWS:

      


      
        	
                1.

              	
                From
      January 1, 2006 to September 8, 2008, Mr. Marks and Mr. de Anquin had a
      verbal agreement to vote their equity interests in Premier Power
      California, on any given issue for which a stockholder’s vote was
      required, including but not limited to the election of officers and
      directors, in concert (the “Verbal Agreement”).  As part of the
      agreement, if Mr. Marks and Mr. de Anquin could not agree on how to vote
      their collective equity interests, then Mr. Marks was allowed to vote both
      his and Mr. de Anquin’s equity interests, and, in connection with such,
      Mr. de Anquin had knowingly and voluntarily waived any claim he may have
      had to object to the means and or manner that Mr. Marks voted their
      collective equity interests.

              


      

      


      
        	
                2.

              	
                The
      Parties hereby agree to acknowledge the existence of the Verbal Agreement
      and to memorialize the Verbal Agreement between the Parties by the
      execution of this Agreement.

              


      

      


      
        	
                3.

              	
                The
      Parties hereby further agree to execute any and all documents necessary to
      effectuate the intent and terms of this
  Agreement.

              


      

      


      
        	
                4.

              	
                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.

              


      

      


      
        	
                5.

              	
                If
      any provision of this Agreement shall be found to be invalid or
      unenforceable in any respect, this Agreement shall be interpreted and
      enforceable as if such provision were severed or limited, but only to the
      extent necessary to render such provision and this Agreement
      enforceable.

              


      

      


      
        	
                6.

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

              


      

      


      [Remainder
of this page left blank intentionally.  Signature page
follows.]


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of
the date first set forth above.

      


      
        
          	
                  /s/ Dean
      R. Marks

                	 
      	
                  /s/ Miguel de Anquin

                
	
                  DEAN
      R. MARKS

                	 
      	
                  MIGUEL
      de ANQUIN

                


        

      

       

      
        
           


        

        
          3