This
agreement reached this ___ 20_____ day of July 2006 by and between Dean R.
Marks (hereinafter referred to as DEAN) and Miguel de Anquin (hereinafter
referred to as MIGUEL)

     

    WHEREAS
DEAN owns twenty six percent (26%) of the issued and outstanding shares of stock
in Premier Power Spain, (hereinafter referred to as PPS)

     

    WHEREAS
MIGUEL owns twenty five percent (25%) of the issued and outstanding shares of
stock in PPS.

     

    WHEREAS
PPS is a corporate duly organized and existing under the laws of the country of
Spain.

     

    WHEREAS
Premier Power Renewable Corp. is a duly organized corporation existing under the
laws of the State of California (hereinafter referred to as PPRC)

     

    WHEREAS
the parties desire to eliminate any controversy over issues relating to the
operation of PPS as they relate to matters that the. As shareholders, have power
to either approve, veto, and or ratify.

     

    WHEREAS
such elimination of potential controversy is required by the under writers of
PPRC

     

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

     

    
      	
               
      

            	
              1.

            	
              DEAN
      and Miguel shall, for all times herein, vote their shares, on any given
      issue, including but not limited to the election of officers and
      directors, in concert. This Agreement shall be in effect as long as
      underwriter so requires such an arrangement, or until the parties modify
      this Agreement by switching the parties respective
  roles.

            


    

     

    
      	
               
      

            	
              2.

            	
              If
      DEAN and Miguel cannot agree on how to vote their collective shares, then
      DEAN shall be allowed to vote both his and MIGUELS shares. In connection
      therewith, DEAN will dutifully and reasonably analyze the pending issue
      and shall timely exercise his voting rights herein. Subject to paragraph 4
      below, MIGUEL hereby knowingly and voluntarily waives any claim he may
      have to object to the means and or manner that DEAN voted their collective
      shares.

            


    

     

    
      	
               
      

            	
              3.

            	
              The
      parties hereto expressly agree that remedies at law for any breach or
      threatened breach by MIGUEL of this Agreements and Inadequate.
      Accordingly, DEAN shall be entitled, in addition to such other remedies as
      any of them may have, to temporary, injunctive, and other equitable
      relief, or any breach or threatened breach of any such agreements by,
      without proof of any breach.

            


    

     

    
      	
               
      

            	
              4.

            	
              In
      connection with the exercise of the voting powers herein, DEAN shall
      hereby indemnify and hold MIGUEL harmless from and against any claims,
      damages, causes of action and or liabilities that may arise out of and
      stemming from an abuse of the powers granted herein, or wanton neglect of
      the subject obligations hereunder. For purposes of this Agreement,
      decisions made in the ordinary course of business, which pass the
      “reasonable man” test, shall not be deemed to be an abuse of power
      hereunder

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              5.

            	
              Should
      there be a breach in the performance of this agreement by either party,
      then the breaching party shall be entitled to reasonable attorney fees in
      addition to any and all other
damages.

            


    

     

    
      	
               
      

            	
              6.

            	
              This
      Agreement and the rights conveyed herein may not be assigned by DEAN to
      any third party, but shall injure to the benefit and or burden of the
      heirs, beneficiaries, assignees, conveys of both DEAN’S and MIGUEL’s
      respective shares of PPS

            


    

     

    
      	
               
      

            	
              7.

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

            


    

     

    
      	
               
      

            	
              8.

            	
              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.

            


    

     

    
      
        	
                 
      

              	
                9.

              	
                If
      any provision of this Agreement shall be found to be invalid or
      unenforceable in any respect, the remainder of the Agreement must be
      undertaken in writing and signed by all parties.

              
	 	 	 
	 	      
                10.

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

              


      

    

     

     

    
      
        	 	 	 	 	 
	
                /s/
      Dean R. Marks 

              	 	 	
                /s/
      Miguel de Anquin

              	 
	
                 

              	 	 	 	 
	DEAN R.
      MARKS 	 	 	MIGUEL de
      ANQUIN	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     

    Addendum

     

    to
the

     

    Voting
Agreement


     

    Dated
February 4, 2009

    
 

     

    The undersigned are parties to that
certain Voting Agreement to which this Addendum to the Voting Agreement
(“Addendum”) shall be appended concerning the equity interests of each of the
undersigned in Premier Power Sociedad Limitada (“Premier Power Spain”) dated
July 20, 2006 (the “Premier Power Spain Voting Agreement”).  The
undersigned hereby represent that, although it is dated July 20, 2006, each of
them, in fact, signed the Premier Power Spain Voting Agreement on June ____,
2008 to memorialize in writing the terms set forth in the Premier Power Spain
Voting Agreement, which terms were orally agreed upon by the undersigned on July
20, 2006.


     

    IN
WITNESS WHEREOF, the undersigned have executed this Addendum as of the date
first above written.

     

    


    
       

      
        
          	 	 	 	 	 
	
                  /s/
      Dean R. Marks 

                	 	 	
                  /s/
      Miguel de Anquin

                	 
	
                   

                	 	 	 	 
	DEAN R.
      MARKS 	 	 	MIGUEL de
      ANQUIN