Project
San Paolo

    


    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 April 15th
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 fifty eight
      individual PV Plants in the Lands located in San Paolo di Civitate (Foggia
      - Italy) according to the relevant Option Contracts, DIAs 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 DIAs 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 STMGs’ 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)

            	
              the
      Fee, as adjusted under letters (a) and (b) above, shall then be deducted
      of 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.labove
      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.

    


    
      	
              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.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      	
              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.

            


    

     

    ***

    


    THIS
AGREEMENT has been signed by the Parties (or their duly authorised
representatives) on the date stated at the beginning of this
Agreement.

    


    For and
on behalf of the Advisor


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    THIS
AGREEMENT has been signed by the Parties (or their duly authorised
representatives) on the date stated at the beginning of this Agreement.

    For and
on behalf of the Advisor.
 

    
      
        
          
            
              
                
                  	Marcus
      Hewland LLC 	 
	 	 
	

                          /s/
      Pamela Marion Randall

                        	 
	
                          
                            Name: Pamela Marion Randall

                          

                          
                             
      

                            Capacity
      : Director

                             

                            For
      and on behalf of the Company

                          

                        	 


                

              

            

          

        

      

    

    
      
        	/s/
      Frank Jürgens	 
      	/s/
      Cesare Boffa
	
                Mr.
      Frank Jürgens

              	 
      	
                Prof.
      Cesare Boffa

              


      

    

     

    
      
         


      

      
        7