MANAGEMENT
SERVICES AGREEMENT

     

     

    THIS MANAGEMENT AGREEMENT (the
“Agreement”) is
made as of the date set forth on the signature page hereto, by and between Prime
Asset Finance Limited, a U.K. corporation (“Prime”), and the
signatory client company hereto (the “Company”).

     

    WHEREAS, Prime, by and through
its officers, employees, agents, representatives and affiliates, has expertise
in the areas of international corporate management, finance, products and
services, marketing and sales, business strategies, investment, acquisitions and
other matters relating to the business of the Company; and

     

    WHEREAS, the Company desires
to avail itself of the expertise of Prime in the aforesaid areas, in which it
acknowledges the expertise of Prime.

     

    NOW, THEREFORE, in
consideration of the foregoing recitals and the covenants and conditions herein
set forth, the parties hereto agree as follows:

     

    1.           Appointment.

     

    The Company hereby appoints Prime to
render the advisory and consulting services described in Section 2 hereof
for the term of this Agreement.

     

    2.           Services.

     

    (a)           During
the term of this Agreement, Prime shall render to the Company, by and through
such of Prime’s officers, employees, agents, representatives and affiliates as
Prime, in its sole discretion shall designate, consulting and other advisory
services (collectively, the “Advisory Services”)
in relation to developing strategic plans for inception of operations, corporate
management, the operations of the Company, strategic planning, domestic and
international marketing and sales, financial advice, including, without
limitation, advisory and consulting services in relation to the selection and
retention of candidates for senior management of the Company and its
subsidiaries, prospective strategic alliance partners, preparing acquisition
growth plans, identifying prospective merger and acquisition candidates,
developing value propositions for the Company and acquisition candidates,
analyzing financial implications of potential transactions, advising on
negotiations regarding terms and conditions of transactions, outlining and
managing due diligence issues and due diligence processes, introductions to
prospective customers, selection of investment bankers or other financial
advisors or consultants, and advice with respect to the capital structure of the
Company, equity participation plans, employee benefit plans and other incentive
arrangements for certain key executives of the Company.  All Advisory
Services to be rendered hereunder shall be made by Prime solely on a
discretionary basis and solely within the scope of its knowledge and abilities.
Nothing herein shall be construed to deem Prime to be acting as a fiduciary to
the Company, or an officer or director of the Company, and nothing herein shall
be deemed to supersede the authority of any of the officers or directors of the
Company.  The officers and directors of the Company shall at all times
retain sole authority to accept or reject the advice of Prime and only the
officers and directors may bind the Company in respect of any advice given by
Prime.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      


      Management
Services Agreement

        
          

        

      

    

     

    (b)           The
parties hereto acknowledge that certain events may require Prime to render
services beyond the scope of activities which the parties contemplate as part of
the Advisory Services herein and for which Prime shall be entitled to additional
compensation hereunder. It is expressly agreed that the Advisory Services shall
not include “Investment Banking
Services” which shall apply only to activities undertaken by Prime
outside of the United States and shall mean: any and all investment banking,
financial advisory or any other services rendered by Prime to the Company in
connection with raising capital for the Company, facilitating third party
financing for the Company, arranging any mergers, acquisitions and divestitures
by the Company or any of its subsidiaries, including, without limitation, (i)
the sale of assets of the Company, sale of equity interests of the Company, by
merger or otherwise, and the acquisition or disposition of any subsidiary or
division of the Company, or (ii) the public or private sale of debt or
equity interests of the Company, or any of its affiliates or any similar
financing transactions.  All Advisory Services are also referred to
herein as the “Services.”

     

    (c)           The
Company agrees to undertake any and all of its own due diligence with respect to
any and all recommendations made by Prime and no reliance shall be made upon
introductions made by Prime as having satisfied any and all due diligence
requirements on the part of the Company.

     

    3.           Fees.

     

    (a)           In
consideration of the rendering of the Advisory Services contemplated by
Section 2(a) hereof, the Company agrees to pay to Prime (i) an inception
fee of US $350,000.00 (three hundred fifty thousand U.S. dollars) (the
“Inception Payment”) and (ii) a monthly services fee of US $25,000.00 (twenty
five thousand U.S. dollars) per month, payable each month for the period
commencing as of January 1, 2009 and continuing until the third anniversary
thereof (the “Fee”).  The
Inception Payment shall be made by wire transfer to Prime within three (3)
business days from the execution and delivery of this Agreement.  The
initial monthly Fee payment shall be payable on the first day of January 1, 2009
following execution and delivery of this Agreement.  Thereafter, all
Fee payments shall be made quarterly in advance on the first business day of
each calendar quarter.  The Fee and all other payments hereunder shall
be delivered in such currency as requested by Prime.  None of the Fees
are refundable.

     

    (b)           In
consideration of any Investment Banking Services provided to the Company in
connection with the events described in the definition of Investment Banking
Services, Prime shall receive in cash eight percent (8%) of the total amount of
capital raised for the Company, the total amount of capital made available to
the Company through third party financing, and the total value of each
transaction involving mergers, acquisitions and divestitures by the Company or
any of its subsidiaries.  Prime may also receive such additional
reasonable compensation in respect of Investment Banking Services as agreed upon
in writing by the parties and subject to approval by a majority of the
independent members of the board of directors of the Company.

     

    (c)           In
consideration for sourcing revenue transactions for the Company, including
without limitation, customer sales contracts, contractor and sub-contractor
agreements, Prime shall receive in cash eight percent (8%) of the total value of
each such transaction ( the “Sales Agency Commission”).  Prime shall
give advance written notice to the Company of all parties and transactions under
which Prime intends to claim a Sales Agency Commission.  The advance
written notice by Prime shall be subject to written acknowledgement by an
officer of the Company prior the effectiveness of such introduction for purposes
of the Sales Agency Commission.

    
       

      
        
           

        

        
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        Management
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    4.           Out-of-Pocket
Expenses

     

    In addition to the compensation payable
to Prime pursuant to Section 3 hereof, the Company shall, at the request of
Prime, upon presentation of reasonable receipts and documentation evidencing
Out-of-Pocket Expenses, pay directly, or reimburse Prime for, its reasonable
Out-of-Pocket Expenses. For the purposes of this Agreement, the term “Out-of-Pocket
Expenses” shall mean the amounts actually paid by Prime in cash in
connection with its performance of the Services, including, without limitation,
reasonable (i) fees and disbursements of any independent auditors, outside
legal counsel, consultants, investment bankers, financial advisors and other
independent professionals and organizations, (ii) costs of any outside
services or independent contractors such as financial printers, couriers,
business publications or similar services and (iii) transportation, per
diem, telephone calls, word processing expenses or any similar expense not
associated with its ordinary operations. All reimbursements for Out-of-Pocket
Expenses shall be made promptly upon or as soon as practicable after
presentation by Prime to the Company of the statement in connection
therewith.  Any and all Out-of-Pocket Expenses in excess of $5,000 per
month shall require pre-approval in writing of a duly authorized officer of the
Company.

     

    5.           Indemnification

     

    The Company will indemnify and hold
harmless Prime and its officers, employees, agents, representatives, members and
affiliates (each being an “Indemnified Party”)
from and against any and all losses, costs, expenses, claims, damages and
liabilities (the “Liabilities”) to
which such Indemnified Party may become subject under any applicable law, or any
claim made by any third party, or otherwise, to the extent they relate to or
arise out of the performance of the Services contemplated by this Agreement or
the engagement of Prime pursuant to, and the performance by Prime of the
Services contemplated by, this Agreement. The Company will reimburse any
Indemnified Party for all reasonable costs and expenses (including reasonable
attorneys’ fees and expenses) as they are incurred in connection with the
investigation of, preparation for or defense of any pending or threatened claim
for which the Indemnified Party would be entitled to indemnification under the
terms of the previous sentence, or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party hereto, provided that, subject
to the following sentence, the Company shall be entitled to assume the defense
thereof at its own expense, with counsel satisfactory to such Indemnified Party
in its reasonable judgment. Any Indemnified Party may, at its own expense,
retain separate counsel to participate in such defense, and in any action, claim
or proceeding in which the Company, on the one hand, and an Indemnified Party,
on the other hand, is, or is reasonably likely to become, a party, such
Indemnified Party shall have the right to employ separate counsel at the
Company’s expense and to control its own defense of such action, claim or
proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a
conflict or potential conflict exists between the Company, on the one hand, and
such Indemnified Party, on the other hand, that would make such separate
representation advisable. The Company agrees that it will not, without the prior
written consent of the applicable Indemnified Party, settle, compromise or
consent to the entry of any judgment in any pending or threatened claim, action
or proceeding relating to the matters contemplated hereby (if any Indemnified
Party is a party thereto or has been actually threatened to be made a party
thereto) unless such settlement, compromise or consent includes an unconditional
release of the applicable Indemnified Party and each other Indemnified Party
from all liability arising or that may arise out of such claim, action or
proceeding. Provided that the Company is not in breach of its indemnification
obligations hereunder, no Indemnified Party shall settle or compromise any claim
subject to indemnification hereunder without the consent of the Company. The
Company will not be liable under the foregoing indemnification provision to the
extent that any loss, claim, damage, liability, cost or expense is determined by
a court, in a final judgment from which no further appeal may be taken, to have
resulted solely from the gross negligence or willful misconduct of Prime. If an
Indemnified Party is reimbursed hereunder for any expenses, such reimbursement
of expenses shall be refunded to the extent it is finally judicially determined
that the Liabilities in question resulted solely from the gross negligence or
willful misconduct of Prime.

    
       

      
        
           

        

        
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    6.           Term

     

    This Agreement shall be in effect on
the date hereof and shall continue until the third anniversary of the date
hereof (the “Initial Term”).  This Agreement shall automatically renew
on each anniversary thereafter and continue and remain in effect for additional
one year periods (each a “Renewal Term”) unless either party gives not less than
ninety (90) days’ advance written notice.  This Agreement may be
terminated at any time upon mutual consent of the parties.  This
Agreement may be terminated by the Company upon determination of (i) any act of
fraud or dishonesty, willful misconduct or gross negligence by Prime in
connection with its obligations under this Agreement (ii) breach of any
contractual duty of Prime to the Company under this Agreement.  This
Agreement may be terminated by Prime in the event of any non-performance of the
duties and obligations of the Company.  This Agreement may be
terminated at any time for any reason by Prime upon not less than thirty (30)
days’ advance written notice to the Company.  The provisions of
Sections 5, 7 and 8 and otherwise as the context so requires shall survive
the termination of this Agreement.

     

    7.           Other
Activities

     

    Nothing herein shall in any way
preclude Prime or its officers, employees, agents, representatives, members or
affiliates from engaging in any business activities or from performing services
for its or their own respective account or for the account of others, including
for companies that may do business with the Company or have interests which are
substantially similar to the business conducted by the Company.  Where
Prime has an ownership interest in any companies or organizations with whom the
Company directly engages in business relationships (“Interested Transactions”)
Prime undertakes to disclose such relationships in writing to the corporate
governance officer of the Company or another duly authorized officer of the
Company.  Nothing herein shall be construed as an undertaking of
unique or exclusive services of Prime solely on behalf of the
Company.  The Company expressly waives any and all actual or potential
conflicts with respect to Prime’s past, present or future relationships of any
nature or kind with any and all Company officers, directors, shareholders,
agents, accountants, counsel or third parties and their respective affiliates
with whom Prime has, or has had, dealings or business relationships of any
nature or kind.

    
       

      
        
           

        

        
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    8.           General.

     

    (a)           No
amendment or waiver of any provision of this Agreement, or consent to any
departure by either party from any such provision, shall be effective unless the
same shall be in writing and signed by the parties to this Agreement, and, in
any case, such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

     

    (b)           This
Agreement and the rights of the parties hereunder may not be assigned without
the prior written consent of the parties hereto; provided, however, that Prime
may assign or transfer its duties or interests hereunder to a Prime affiliate at
the sole discretion of Prime.

     

    (c)           Any
and all notices hereunder shall, in the absence of receipted hand delivery, be
deemed duly given upon confirmation of receipt or refusal of delivery, if the
same shall be sent by registered or certified mail, return receipt requested, or
by internationally recognized courier and the mailing date shall be deemed the
date from which all time periods pertaining to a date of notice shall run.
Notices shall be addressed to the parties at the registered address of record
and may be changed upon Notice as provided herein to the other party regarding
such change of address.

     

    (d)           This
Agreement shall constitute the entire agreement between the parties with respect
to the subject matter hereof, and shall supersede all previous oral and written
(and all contemporaneous oral) negotiations, commitments, agreements and
understandings relating hereto.

     

    (e)           All
controversies arising out of or in connection with this Agreement shall be
finally settled under the Rules of Arbitration of the International Chamber of
Commerce by a single arbitrator appointed in accordance with the said Rules. The
place of arbitration shall be Zurich, Switzerland.  The arbitration
shall be conducted in the English language.  The prevailing party in
any such arbitration shall be awarded reimbursement of any and all fees, costs,
expenses and disbursements incurred with respect to such
arbitration.  The award of any such arbitration may be entered by any
court of competent jurisdiction.  In the event of any doubt regarding
the enforceability of the arbitration provisions herein, this Agreement shall be
governed by, and enforced in accordance with, the laws of the State of New York
(excluding the choice of law principles thereof).  This Agreement
shall inure to the benefit of, and be binding upon, Prime and the Company
(including any present or future subsidiaries of the Company that are not
signatories hereto), and their respective successors and assigns.

    
       

      
        
           

        

        
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    (f)           All
information provided by the Company will be when delivered to Prime and on the
closing date of all transactions be complete and correct in all material
respects and will not knowingly contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements contained therein, in light of the circumstances under which
they were made, not misleading.  The Company shall advise Prime
immediately of the occurrence of any event or circumstance that results in any
Company document containing untrue statement of a material fact or omitting to
state a material fact required to be stated therein or necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading, and shall furnish to Prime copies of amended or
supplemented documents that correct such statement or omission in such
quantities as Prime may from time to time reasonably request. All financial or
other projections of the Company will be prepared in good faith on the basis of
reasonable assumptions. The Company acknowledges that Prime (i) will be using
and relying on all Company information without independently verification of the
same, (ii) does not assume responsibility for the accuracy or completeness of
such information; and (iii) will not make any appraisal of any assets of the
Company.  Except as otherwise provided herein, nothing herein shall
require Prime to deliver to the Company any reports, memoranda or other
documentation of any nature or kind except as determined by Prime.

     

    (g)           The
Company has full corporate power and authority to execute and deliver this
Agreement on behalf of itself and its affiliates and to perform its obligations
hereunder, and all consents, authorizations, approvals and orders required in
connection with the execution, delivery and performance hereof have been
obtained. This Company represents and warrants to the Prime that the Agreement
is a valid and binding obligation of the Company, enforceable in accordance with
its terms and that the execution, delivery and performance of this Agreement by
the Company and the Prime will not conflict with, result in a breach of any of
the terms or provisions of or constitute a violation or a default under any
laws, rules or regulations applicable to the Company and the Prime pertaining to
the subject matter herein or under any material agreement or instrument to which
the Company is a party or by which the Company is bound. Nothing herein shall be
construed as an undertaking of unique or exclusive services of the Prime solely
on behalf of the Company.  The Company agrees to undertake any and all
of its own due diligence with respect to any and all prospective Investors and
proposed Corporate Development.  The Company expressly waives any and
all actual or potential conflicts with respect to the Primes past, present or
future relationships of any nature or kind with any Investors or their
respective affiliates.

     

    (h)           Prime
shall be entitled to fully rely upon all documents and materials provided by the
Company as true and correct in all respects and the Company shall indemnify and
hold harmless Prime and its officers, directors, employees and agents for any
and all losses incurred by Prime as a result of any material misstatement or
omission in such marketing materials, which losses shall include, without
limitation, all fees, costs, expenses and disbursements of counsel defending
Prime against claims for such losses as well as enforcement of this
Agreement.  The officers and directors of the Company shall
independently review and confirm the validity of all facts in all materials
prepared by Prime.

     

    (i)           No
advice rendered by Prime pursuant to this Agreement may be disclosed publicly in
any manner without Prime’s prior written approval, except as may be required by
law, regulation or court order but subject to the limitation
below.  If the Company is required or reasonably expects to be
required to disclose any advice, the Company shall provide Prime with prompt
notice thereof so that Prime may seek a protective order or other appropriate
remedy and take reasonable efforts to assure that all of such advice disclosed
will be covered by such order or other remedy.  Whether or not such a
protective order or other remedy is obtained, the Company will and will cause
its affiliates to disclose only that portion of such advice that the Company is
so required to disclose.

    
       

      
        
           

        

        
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    (j)           The
Company shall not directly or indirectly or through any third party take any
action to circumvent this Agreement or the rights of Prime set forth
herein.  The Company undertakes and promises that it will not
circumvent the Prime by dealing directly with any prospective counterparties
introduced by the Prime to the Company, unless authorized by the Prime in
writing to deal directly with them.

     

    (k)           This
Agreement may be executed in two or more counterparts, and by different parties
on separate counterparts. Each set of counterparts showing execution by all
parties shall be deemed an original, and shall constitute one and the same
instrument.

     

    (l)           The
waiver by any party of any breach of this Agreement shall not operate as or be
construed to be a waiver by such party of any subsequent breach.

     

    (m)           Prime
agrees to comply with any and all laws, rules, and regulations applicable to the
activities of Prime as well as all policies of the Company applicable to legal
and regulatory compliance matters, including, without limitation, the Company’s
Foreign Practices Compliance Policy.

     

     

    


     

     

    [Signature
Page Follows]

    
       

       

       

       

       

      
        
           

        

        
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        Management
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    IN WITNESS WHEREOF, the parties have
caused this Agreement to be executed and delivered as of this 1st day of
April, 2009, by their duly authorized officers or agents as set forth
below.

     

     

    


     

     

    Prime
Asset Finance Limited

     

     

    
      	
              By: 

            	
              /s/ Hany
      Salem                                           
      

            
	 	Name:
      Hany Salem
	 	      
              Title:   Chief
      Executive Officer

            


    

     

     

    Company:
Prime Sun Power Inc.

    


     

    
      	
              By: 

            	
              /s/ Barbara
      Salz                                          
      

            
	 	      
              Name: 
      Barbara Salz

            
	 	      
              Title:    Corporate
      Secretary

            
	 	      
              Address
      for Notices: 104 Summit Avenue, P.O. Box 80

            
	 	      
              Summit,
      NJ 07902-0080

            


    

     

     

     

     

     

     

     

    
      
         

      

      
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