Project
Puglia

     

    Advisory
Agreement

     

    DATE
7TH
APRIL 2009

     

    Marcus
Hewland LLC

     

    and

     

    Prime
Sun Power Inc.

     

     

     

     

     

     

    
      


       

      Information
marked with an asterisk herein has been omitted and filed separately with the
Commission pursuant to a request for confidential treatment.

       

    

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    This
agreement (the “Agreement”) is entered
into on 7th
April 2009 between:

    


    
      	
              (1)

            	
              Marcus
      Hewland LLC, an company duly incorporated under the laws of NY, United
      States, with registered office at 301 East, 79th
      Street, Suite 24-H, New York, NY, USA, TF Id: TF6946106, represented by
      its sole director Mrs. Pamela Marion Randall, duly empowered to enter into
      this Agreement (the “Advisor”); and

            


    

    


    
      	
              (2)

            	
              Prime Sun Power Inc., an
      US Company with registered office at 104, Summit Avenue, Summit - NJ
      07902-0080, represented by its Chief Operations Officer, Mr. Frank Jürgens,
      and its Chief Technology Officer, Prof. Cesare Boffa, duly empowered to
      enter into this Agreement (the “Company”)

            


    

    


    The
Advisor and the Company are hereinafter jointly referred to as the “Parties” and severally as the “Party”.

    


    WHEREAS

    


    
      	
              (A)

            	
              The
      Advisor is a company providing advisory services for the development of
      photovoltaic energy production plants and has proposed to the Company the
      possibility to invest, directly or through any of its affiliates, in a
      green field project consisting of the construction of two individual PV
      Plants in the Lands located in Apricena (Foggia), Localitá
      Selva della Rocca, and Foggia, Localitá
      Salsola, Italy according to the relevant Option Contracts, STMGs and Plans
      (the Project).

            


    

    


    
      	
              (B)

            	
              Subject
      to the effective implementation of the Project and based on the
      representations made by the Advisor, the Company is interested in
      investing in the Project, directly or through any of its affiliates, and
      in paying to the Advisor a success
fee.

            


    

    


    IT IS AGREED as
follows:

     

    
      	
              1.

            	
              DEFINITIONS

            


    

    


    
      	
              1.1

            	
              The
      Parties agree that, unless otherwise specified in this agreement (the
      “Agreement”), all capitalized terms shall
      have the same meaning attributed to them in the contract entered into on
      7th
      April 2009 by the Company or any of its affiliates - in the context
      of the Project – with the owner of Option Contracts, the STMGs and
      the Plans (such owner is hereinafter referred to as the “Transferor” and such contract is
      hereinafter referred to as the “Transfer Contract”).

            


    

    


    
      	
              2.

            	
              FEE

            


    

    


    
      	
              2.1

            	
              As
      consideration for:

            


    

    


    
      
        	
                 
      

              	
                (a)

              	
                the
      advisory services already provided by the Advisor and its shareholders to
      the Company up to the date of this Agreement and consisting of inter
      alia the feasibility study of the Project, the assistance to the
      Company in structuring the deal, in the relationships with the Transferor
      and in entering into the relevant Transfer Contract;
and

              
	 	 	 


      

    

    
      	
               
      

            	
              (b)

            	
              for
      the introduction of the Project and the Transferor to the
      Company;

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    at the terms and conditions set forth
by this Agreement and subject to Completion, the Company shall pay to the Advisor a
success fee equal to [___]* of the estimated aggregate building and
installing costs of the PV Plants. The building and installing costs shall be
jointly determined by the Parties within 3 (Three) months from the date of
signing of this Agreement based on the best price and conditions offer out of
three offers made to the Company by three independent companies (the “Offers”) concerning the entering into and the
performance of an Engineering Procurement Construction contract for the
implementation of the Project. The Offers shall be transmitted by the Company to
the Advisor within the aforementioned 3 (Three) months term. Should the Company
fail to transmit to the Advisor a written copy of the Offers within the term as
provided above, and/or should the Offers do not comply with an offer made on an
arm’s length basis and at terms and conditions which are customary for these
kind of services the Parties hereby agree that the estimated aggregate building
and installing costs of the PV Plants shall be equal to [___]* per watt and
on such amount shall be calculated the success fee equal to [___]* that
shall be paid by the Company to the Advisor. The Fee, calculated according to
the above, shall be subject to Fee Adjustment pursuant to Article
3.

    


    
      	
              2.2

            	
              The
      Fee, as eventually adjusted pursuant to Article 3, shall become due
      subject to and upon Completion pursuant to art. 5.3 of the Transfer
      Contract, and shall be paid by the Company to the Advisor as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              [___]*,
      subject to any Fee Adjustment, shall be paid at Completion provided that
      at Closing a bankable payment instrument, to be agreed in good faith by
      the Parties prior to Closing, up to the above amount with a five-month
      expiration in favour of the Advisor shall be issued. Such payment
      instrument shall be deposited into a trust account managed, at the
      Company’s expenses, by Wuersch & Gering LLP, 100 Wall Street, 21st
      Floor, New York, NY 10005, in the interest and for the benefit of the
      Parties, and released for drawing to the Advisor, subject to any Fee
      Adjustment under Article 6 below, at Completion. In case of disputes
      between the Parties pursuant to Article 3.2, the above mentioned payment
      instrument shall remain deposited in the above trust account and released
      upon final settlement of such dispute by mutual agreement of the Parties
      or pursuant to Article 8, subject to the relevant maturity being
      accordingly and automatically
extended.

            


    

    


    
      	
               
      

            	
              
                (b)

              

            	
              subject
      to any Fee Adjustment under Article 6 below, the remaining part of the Fee
      shall be paid within 45 days from Completion in restricted shares of PSP
      Inc. (the “PSP Shares”). The
      exchange value of PSP Shares shall be determined as the average market
      price fixed 30 days prior and 30 days after the oldest of the Unified
      Authorizations’ issuing dates.

            


    

    


    
      	
              2.3

            	
              Any
      payment in cash from the Company to the Advisor shall be made by
      irrevocable wire transfer in immediately available funds into the
      Advisor’s account on or before the date the payment is due for value on
      that date. The details of the Advisor’s account shall be communicated in
      advance by the Advisor to the
Company.

            


    

    


    
      	
              2.4

            	
              The
      Parties expressly acknowledge that, except for the Fee to be paid at the
      terms and conditions set forth in this Agreement, no fees,
      indemnifications or other payments of whatever nature shall be due by the
      Company to the Advisor with respect to the Project or the services
      provided by the Advisor to the Company in relation to the
      Project.

            


    

     

    
      
        	
                *

              	
                This
      information has been omitted and filed separately with the Commission
      pursuant to a request for confidential
  treatment.

              


      

       

    

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
              2.5

            	
              In
      the event PSP Shares are not listed on the NASDAQ within December 31,
      2009, the Company
      shall have the right to -
      and,
      upon request of the Advisor, shall be obliged to –
      repurchase, directly or through any nominated entity, all PSP
      Shares transferred to the Advisor pursuant to Article 2.2(b) at the same
      exchange value thereof. Such transfer shall occur within 30 days from the
      request of the Company or the Advisor. For the purposes of this Article
      2.5, (i) until December 31, 2009, the Advisor shall not transfer to any
      third party nor shall constitute any third party’s right over the PSP
      Shares and (ii) PSP Shares shall be deposited into a trust account
      managed, at the Company’s expenses, by Wuersch & Gering LLP, 100 Wall
      Street, 21st Floor, New York, NY 10005 in the interest and for the benefit
      of the Parties and released, unless repurchased by the Company pursuant to
      the above, to the Advisor on January 1,
2010.

            


    

    


    
      	
              3.

            	
              FEE
      ADJUSTMENT

            


    

    


    
      	
              3.1

            	
              The
      Fee shall be adjusted on the basis of the following provisions, to be
      applied progressively:

            


    

    


    
      	
               
      

            	
              (a)

            	
              should
      Completion not occur for any reason not depending on the Company or the
      Transferee in relation to one or more PV Plants, the Fee shall be reduced
      (i) of a percentage equal to the percentage of non-compliant PV Plants
      with respect to the number of the PV Plants envisaged in the Project and
      (ii) of the amounts of the lump sums eventually paid by the Company or any
      of its affiliates with respect to the non-compliant PV Plants at the time
      of entering into the Building Lease Contracts;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              should,
      after the adjustment under letter (a) above, Completion occur with respect
      to one ore more of non-compliant PV Plants, the Fee shall be increased to
      cancel the effects of the adjustment made under letter (a) above with
      respect to such PV Plants; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              after
      the adjustments set out at letters (a) and (b) above, the Fee shall then
      be deducted by:

            


    

    


    
      
        	
              	
                (i)

              	
                all
      expenses incurred by the Transferee under Article 4.5 of the Transfer
      Contract; and

              


      

    

    


    
      
        	
              	
                (ii)

              	
                any
      indemnification or penalty which might result payable to the Transferee
      under the relevant Transfer Contract, provided that in this case any
      deduction shall be subject to the Transferee waiving its relevant rights
      under the Transfer Contract.

              


      

    

    


    (the
“Fee Adjustment”).

    


    
      	
              3.2

            	
              Any
      Fee Adjustment to be applied to any of the payments under Article 3.1
      above shall be notified by the Company to the Advisor at least five days
      prior to the term of such payment. In case of disputes between the Parties
      the relevant payment shall remain suspended with respect to the disputed
      amount until final settlement or decision pursuant to Article
      8.

            


    

    


    
      	
              4.

            	
              TERMINATION

            


    

     

    
      	
              4.1

            	
              This
      Agreement shall automatically terminate in case of early termination of
      the Transfer Contract in its entirety pursuant to its terms and
      conditions. The Parties expressly agree that only in case of termination
      of this Agreement according to the above, no Fee, compensation,
      indemnification for whatever reason shall be due by the Company to
      the
      Advisor.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
              5.

            	
              CONFIDENTIALITY

            


    

    


    
      	
              5.1

            	
              Without
      the prior written consent of the other Party, the Parties expressly
      undertake to treat as strictly confidential and not disclose to any third
      party except to its affiliates, advisors and third party to which the
      information have to be transferred for the implementation of the Project,
      this Agreement and its content as well as any information concerning the
      Project received by the other Party in the performance of the Agreement.
      The Company shall be free to (i) make any public announcement on the
      Project without the need to obtain the prior authorisation of the Advisor,
      (ii) to transfer any confidential information relating to this Agreement
      or the Project to its affiliates, investors and to any third party
      directly or indirectly involved in the Project (including advisors, third
      party contractors, financial institutions and in general any third party
      to which the information have to be transferred for the implementation of
      the Project).

            


    

    


    
      	
              5.2

            	
              The
      obligations contained in this Article shall survive for 10 (ten) years
      after termination or ceasing of this
Agreement.

            


    

    


    
      	
              6.

            	
              NOTICES

            


    

    


    
      	
              6.1

            	
              Any
      notice or other document to be served under this Agreement shall be sent
      by registered mail, anticipated by fax or email, to the following
      addresses:

            


    

    


    
      	
            	
              (a)

            	
              to
      the Advisor:

            


    

    


    
      	
               
      

            	
              ·

            	
              PM
      Randall&Co., 62 Priory Road, Noak Hill, Romford, Essex, RM3 9AP,
      United Kingdom, Mrs. Pamela Marion Randall - Fax +44 1708
      375977;

            


    

    


    
      
        	
              	
                (b) 

              	
                to
      the Company:

              


      

    

    


    
      	
               
      

            	
              ·

            	
              PSP
      Inc. - European Headquarters, 4 Paradeplatz – 9 Tiefenhoefe, CH-8001
      Zurich – Frank Jürgens
      – Fax: +41 43 544 80 89; 

            


    

     

    or at
such other address each Party may have notified to the other Party in accordance
with this clause.

    


    
      	
              7.

            	
              MISCELLANOUS

            


    

    


    
      	
              7.1

            	
              Entire
      Agreement

            


    

    


    This
Agreement (including any Schedule hereto) and the agreements, documents and
instruments to be signed and delivered pursuant hereto or thereto, are intended
to function as the final, complete and exclusive agreement among the Parties
with respect to the Project and related transactions, and are intended to
supersede all prior agreements, understandings and representations written or
oral, with respect thereto and may not be contradicted by evidence of any such
prior or contemporaneous agreement, understanding or representation, whether
written or oral.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
              7.2

            	
              Amendments

            


    

     

    No
amendment, modification or waiver of any provision of this Agreement shall be
valid and binding unless approved in writing by the Party against which such
amendment, modification or waiver is invoked. No waiver of the Parties shall
constitute a waiver of any other provision unless such waiver is otherwise
expressly provided.

     

    
      	
              7.3

            	
              Severability

            


    

     

    Any
Article or other provisions of this Agreement which is or becomes illegal,
invalid or unenforceable shall be severed from this Agreement, to the extent
permitted under applicable law, and be ineffective to the extent of such
illegality, invalidity or unenforceability and shall not affect the remaining
provisions hereof and be replaced by a provision reflecting the intent of the
Parties.

     

    
      	
              7.4

            	
              Assignment

            


    

     

    This
Agreement and all related rights, interests, and obligations shall not be
assigned by the Advisor without the prior written consent of the Company and any
attempt of transfer or assignment of this Agreement by the Advisor without the
consent of the Company shall be deemed void and with no effect.

    


    The
Company shall have the right to transfer and assign, totally or partially - and
without any need to obtain the prior consent of the Advisor - to any third party
this Agreement and all related rights, interests and obligations, provided that
the Company shall remain fully and jointly responsible with the transferee for
the fulfilment by the transferee of all its obligations under this
Agreement.

    


    
      	
              8.

            	
              GOVERNING
      LAW AND JURISDICTION

            


    

    


    
      	
              8.1

            	
              This
      Agreement is governed by and shall be construed in accordance with English
      laws for what not expressly or impliedly provided for under this
      Agreement.

            


    

    


    
      
        	
                8.2

              	
                Unless
      settled by mutual agreement, any dispute whatsoever that might arise out
      of or in connection with the performance or the construction of this
      Agreement or in connection with any other matter of whatsoever nature
      concerning this Agreement shall be submitted to arbitration and finally
      settled in accordance with and subject to the Rules of Arbitration of the
      International Chamber of Commerce of London. The panel of arbitrators will
      be composed of three members, two of them appointed, each, by each Party
      and the third one, who shall act as Chairman, appointed jointly by the two
      appointed arbitrators or, in case of disagreement, according to the Rules
      of Arbitration of the International Chamber of Commerce of London. Unless
      otherwise agreed in writing by the Parties, the arbitration will take
      place in London, in English language. The costs of the arbitration,
      including counsel’s fees and cost, will be assessed against the
      unsuccessful Party, with respect to any claim unsuccessfully disputed by
      the relevant Party, and the arbitrators shall make such costs allocation
      in their decisions. For the purposes of the arbitration proceedings, the
      Company and the transferee under Article 7.4 of this Agreement shall
      constitute a single party. Therefore, the appointment signed just by one
      or more of the above parties - or the appointment received just by one or
      more of them - will
      however duly institute the arbitration
  proceeding.

              


      

    

    
       

      ***

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Marcus
      Hewland LLC

                                
	 
	
                                  /s/
      Pamela Marion Randall 

                                	 
	Name:
      Pamela Marion Randall 	 
	
                                  Capacity
      : Director

                                
	
                                   

                                
	
                                  For
      and on behalf of the Company

                                	 
      
	 
      	 
      
	
                                  /s/ Frank Jürgens 

                                	 
      
	
                                  Mr.
      Frank Jürgens

                                	 
      
	 
      	 
      
	
                                  /s/ Cesare Boffa

                                	 
      
	
                                  Prof.
      Cesare Boffa

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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