INDEMNIFICATION
AGREEMENT





This
INDEMNIFICATION AGREEMENT (“Agreement”), dated as of the __ day of December,
2008, is entered into by and between [_______], a Delaware limited liability
company, (“Purchaser”), the individuals listed on Schedule
A (collectively, “Shareholders”), and Photovoltaic Solar Cells, Inc., a
Nevada corporation (the “Issuer”) collectively
the Purchaser, Shareholders and Issuer shall be referred to as
Parties.





WITNESSETH
THAT:





WHEREASPurchaser and
Shareholders have entered into a series of Securities Purchase Agreements
(collectively “Securities Purchase Agreements”), of even date herewith and in
which this Agreement is referenced as Exhibit [__], with regard to
the purchase and sale of Securities (as defined in the Securities Purchase
Agreement);





WHEREAS, as a material
condition to, and as additional consideration for the purchase of the Securities
by Purchaser, Purchaser is requiring Shareholders and Issuers to make certain
representations and warranties with regard to the Issuer and provide for the
Indemnification of Purchaser upon the occurrence of certain events as more fully
described herein;





WHEREAS, it is the intent of
the Parties that the Securities Purchase Agreement and this Agreement constitute
a fully integrated document whereby fully performance of both documents is
specifically intended;





NOW, THEREFORE,in
consideration of the foregoing and mutual covenants set forth below, the parties
hereto agree as follows:





1.           CERTAIN
DEFINITIONS





1.1           Certain
Definitions.  When used herein, the following terms shall have
the respective meanings indicated.  Any terms not defined herein shall
have ascribed to them the definition contained in the Securities Purchase
Agreement:





“Affiliate” means, as
to any Person (the “subject Person”), any
other Person (a) that directly or indirectly through one or more
intermediaries controls or is controlled by, or is under direct or indirect
common control with, the subject Person, (b) that directly or indirectly
beneficially owns or holds ten percent (10%) or more of any class of voting
equity of the subject Person, or (c) ten percent (10%) or more of the
voting equity of which is directly or indirectly beneficially owned or held by
the subject Person.  For the purposes of this definition, “control” when used
with respect to any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, through representation on such Person’s Board of Directors or other
management committee or group, by contract or otherwise.





“Board of Directors”
means the Issuer’s board of directors.





“Business Day” means
any day other than a Saturday, a Sunday or a day on which the New York Stock
Exchange or commercial banks located in New York City are authorized or
permitted by law to close.





“Closing” and “Closing Date” have
the respective meanings specified in the Stock Transfer Agreements.





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“Common Stock” means
issued and outstanding common stock, par value $0.0001 per share, of the
Issuer.





“Commission” means the
Securities and Exchange Commission.




“Disclosure Schedules”
means the Disclosure Schedules of the Issuer and Shareholders delivered
concurrently herewith.




“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.





“Governmental
Authority” means any nation or government, any state, provincial or
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
including without limitation any stock exchange, securities market or
self-regulatory organization.





“Governmental
Requirement” means any law, statute, code, ordinance, order, rule,
regulation, judgment, decree, injunction, franchise, license or other directive
or requirement of any federal, state, county, municipal, parish, provincial or
other Governmental Authority or any department, commission, board, court, agency
or any other instrumentality of any of them.





“Lien” means, with
respect to any Property, any mortgage or mortgages, pledge, hypothecation,
assignment, deposit arrangement, security interest, tax lien, financing
statement, pledge, charge, or other lien, charge, easement, encumbrance,
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such Property (including,
without limitation, any conditional sale or other title retention agreement
having substantially the same economic effect as any of the
foregoing).





“Material Adverse
Effect” means an effect that has a material and adverse effect on (i) the
consolidated business, operations, properties, financial condition, prospects or
results of operations of the Issuer and its Subsidiaries taken as a whole or
(ii) the transactions contemplated by this Agreement or the other Transaction
Documents (as defined below).




“Material Contracts”
means, as to the Issuer, any agreement required pursuant to Item 601 of
Regulation S-K, as applicable, under the Securities Act to be filed as an
exhibit to any report, schedule, registration statement or definitive proxy
statement filed or required to be filed by the Issuer with the Commission under
the Exchange Act or any rule or regulation promulgated thereunder, and any and
all amendments, modifications, supplements, renewals or restatements
thereof.





“NASD” means the
National Association of Securities Dealers, Inc.





“Note” has the meaning
specified in the Securities Purchase Agreement.




“Organizational
Documents” means the articles or certificate of incorporation and the
by-laws or code of regulations of the Issuer and any and all amendments to any
of the foregoing.





“Pension Plan” means
an employee benefit plan (as defined in ERISA) maintained by the Issuer for
employees of the Issuer or any of its Affiliates.




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“Person” means any
individual, corporation, trust, association, Issuer, partnership, joint venture,
limited liability Issuer, joint stock Issuer, Governmental Authority or other
entity.





“Principal Market”
means the OTCBB.





“Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an informal investigation or partial proceeding, such as a deposition), whether
commenced or threatened.




“Property” means
property and/or assets of all kinds, whether real, personal or mixed, tangible
or intangible (including, without limitation, all rights relating
thereto).





“Purchase Price” is as
defined in the Securities Purchase Agreement.





“Rule 144” means Rule
144 under the Securities Act, or any successor provision.





“SEC Documents” has
the meaning specified in Section 2.2(c) hereof.





“Securities” has the
meaning specified in the Securities Purchase Agreement.




“Securities Act” means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.




“Shares” has the
meaning specified in the Securities Purchase Agreement.




“Subsidiary” means,
with respect to any Person, any corporation or other entity of which at least a
majority of the outstanding shares of stock or other ownership interests having
by the terms thereof ordinary voting power to elect a majority of the Board of
Directors (or Persons performing similar functions) of such corporation or
entity (irrespective of whether or not at the time, in the case of a
corporation, stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time directly or indirectly owned or controlled by such Person or one or
more of its Subsidiaries or by such Person and one or more of its
Subsidiaries.





“Transaction
Documents” shall have the meaning ascribed to them in the Securities
Purchase Agreement.





2.           REPRESENTATIONS
AND WARRANTIES BY SHAREHOLDERS, PURCHASER AND ISSUER





2.1           Representations and
Warranties of Shareholders.




Except as set forth under
the corresponding section of the disclosure schedules delivered to the
Purchasers concurrently herewith (the “Disclosure Schedules”) which Disclosure
Schedules shall be deemed a part hereof, the Company hereby makes the
representations and warranties set forth below to each PurchaserExcept as
set forth in the Disclosure Schedules which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to
the extent of the disclosure contained in the corresponding section of the
Disclosure Schedules, Shareholders hereby make the following representations and
warranties to the Purchaser:




(a)           Authorization;
Enforcement.  Shareholders have the requisite power and
authority to enter into and to consummate the transactions contemplated by each
of the Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder.    Each Transaction Document has
been (or upon delivery will have been) duly executed by Shareholders and, when
delivered in accordance with the terms hereof and thereof, will constitute the
valid and binding obligation of Shareholders enforceable against Shareholders in
accordance with its terms except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.




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(b)           Information.  The
Issuer has provided the Purchaser with information regarding the business,
operations and financial condition of the Issuer, and has arranged for the
Purchaser the opportunity to ask questions of and receive answers from
representatives of the Issuer, its officers, directors, employees and agents
concerning the Issuer. Neither such information nor any other investigation
conducted by the Purchaser or its representatives shall modify, amend or
otherwise affect the Purchaser’s rights to rely on Shareholders’ representations
and warranties contained in this Agreement.





(c)           No
Conflicts.  The execution, delivery and performance of the
Transaction Documents by Shareholders and the consummation of the other
transactions contemplated hereby and thereby do not and will not  or
(ii) conflict with, or constitute a material default (or an event that with
notice or lapse of time or both would become a default) under, result in the
creation of any Lien upon any of the properties or assets of Shareholders, or
give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument or other understanding to which
Shareholders is a party or by which any property or asset of Shareholders is
bound or affected, or (iii) conflict with or result in a violation of any law,
rule, regulation, order, judgment, injunction, decree or other restriction of
any court or governmental authority to which Shareholders is
subject





(d)           No Other
Agreements.  Shareholders have not, directly or indirectly,
entered into any agreement with or granted any right to other persons relating
to the terms or conditions of the transactions contemplated by this
Agreement.





2.2           Representations and
Warranties of the Issuer and Shareholders.




Except as set forth under
the corresponding section of the disclosure schedules delivered to the
Purchasers concurrently herewith (the “Disclosure Schedules”) which Disclosure
Schedules shall be deemed a part hereof, the Company hereby makes the
representations and warranties set forth below to each PurchaserExcept as
set forth in the Disclosure Schedules which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or otherwise made herein to
the extent of the disclosure contained in the corresponding section of the
Disclosure Schedules, the Issuer and Shareholders hereby makes the following
representations and warranties to the Purchaser:




(a)           Organization, Good Standing
and Qualification; Enforceability.  The Issuer and its
Subsidiaries are duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization and has all
requisite power and authority to enter into and complete the purchase sale
transaction contemplated in this Agreement.  The Issuer and its
Subsidiaries are duly qualified to transact business and is in good standing in
each jurisdiction in which it conducts business except where the failure so to
qualify has not had or would not reasonably be expected to have a Materially
Adverse Effect and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such
power and authority or qualification.




(b)           Authorization;
Enforcement.  Issuer and its Subsidiaries have the requisite
power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations hereunder and thereunder.  The execution and delivery of
each of the Transaction Documents by the Issuer and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary action on the part of the Issuer and no further action is required
by the Issuer, its Board of Directors or its stockholders (if any) in connection
therewith.  Each Transaction Document has been (or upon delivery will
have been) duly executed by the Issuer and, when delivered in accordance with
the terms hereof and thereof, will constitute the valid and binding obligation
of the Issuer enforceable against the Issuer in accordance with its terms except
(i) as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other
equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.




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(c)           SEC Documents; Agreements;
Financial Statements; Other Information.  Except as described
on Schedule
2.2(c) hereto, the Issuer has filed with the Commission all reports,
schedules, registration statements and definitive proxy statements that the
Issuer was required to file with the Commission through the Closing Date
including but not limited to the Issuer’s August 31, 2008 quarterly report
(collectively, the “SEC
Documents”).  The Issuer is not aware of any event occurring on
or prior to the Closing Date (other than the transactions effected hereby) that
would require the filing of, or with respect to which the Issuer intends to
file, a Form 8-K after the Closing. Each SEC Document, as of the date of the
filing thereof with the Commission, complied in all respects with the
requirements of the Securities Act or Exchange Act, as applicable, and the rules
and regulations promulgated thereunder and, as of the date of such filing (or if
amended or superseded by a filing prior to the date of this Agreement, then on
the date of such filing), such SEC Document (including all exhibits and
schedules thereto and documents incorporated by reference therein) did not
contain an untrue statement of material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.  All documents required to be filed as exhibits to the SEC
Documents have been filed as required.  Except as set forth in the SEC
Documents or any schedule or exhibit attached hereto, the Issuer has no
liabilities, contingent or otherwise, other than liabilities incurred in the
ordinary course of business which, under GAAP, are not required to be reflected
in the financial statements included in the SEC Documents and which,
individually or in the aggregate, are not material to the consolidated business
or financial condition of the Issuer and its Subsidiaries taken as a
whole.  The financial statements included in the SEC Documents have
been prepared in accordance with GAAP consistently applied at the times and
during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto, or (ii) in the case of unaudited
interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial
position of the Issuer as of the dates thereof and the results of its operations
and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end adjustments).





(d)           Capitalization; Debt
Schedule.  The capitalization of the Issuer as of the date
hereof, including its authorized capital stock, the number of shares issued and
outstanding, the number of shares issuable and reserved for issuance pursuant to
the Issuer’s stock option plans and agreements, the number of shares issuable
and reserved for issuance pursuant to securities (other than the Shares)
exercisable for, or convertible into or exchangeable for any shares of Common
Stock is set forth on 2.2(d)
hereto.  All issued and outstanding shares of capital stock of the
Issuer have been validly issued, fully paid and non-assessable. No shares of the
capital stock of the Issuer are subject to preemptive rights or any other
similar rights of security holders of the Issuer or any Liens created by or
through the Issuer.  Except as disclosed on Schedule 2.2(d), or
as contemplated herein, as of the date of this Agreement and as of the date of
the Closing, there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exercisable or exchangeable for, any
shares of capital stock of the Issuer or any of its Subsidiaries, or
arrangements by which the Issuer or any of its Subsidiaries is or may become
bound to issue additional shares of capital stock of the Issuer or any of its
Subsidiaries (whether pursuant to anti-dilution, “reset” or other similar
provisions). Except described on Schedule 2.2(d)
hereto, the Issuer has no short or long term Debt, including trade credit, in
excess of $200.00, outstanding as of the date hereof or as of the
Closing.





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(e)           Material Changes;
Undisclosed Events, Liabilities or Developments.  Since the
date of the latest audited financial statements included within the SEC
Documents, except as specifically disclosed in a subsequent SEC Documents filed
prior to the date hereof, (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material
Adverse Effect, (ii) the Issuer has not incurred any liabilities (contingent or
otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice and (B) liabilities
not required to be reflected in the Issuer’s financial statements pursuant to
GAAP or disclosed in filings made with the Commission, (iii) the Issuer has not
altered its method of accounting, (iv) the Issuer has not declared or made any
dividend or distribution of cash or other property to its stockholders or
purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Issuer has not issued any equity securities to any
officer, director or Affiliate, except pursuant to existing Issuer stock option
plans.  The Issuer does not have pending before the Commission any
request for confidential treatment of information.  No event,
liability or development has occurred or exists with respect to the Issuer or
its Subsidiaries or their respective business, properties, operations or
financial condition, that would be required to be disclosed by the Issuer under
applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least 1 Trading Day prior to the
date that this representation is made.





(f)           Due Authorization; Valid
Issuance.  The Shares when originally issued were duly
authorized, validly issued, fully paid and non-assessable. The Securities are
and will be on the Closing Date free and clear of any Liens and, assuming the
accuracy of each Shareholders’s representations in this Agreement, will be sold
and delivered in compliance with all applicable federal and state securities
laws.





(g)           No Conflict with Other
Instruments.  Neither the Issuer nor any of its Subsidiaries is
in violation of any provisions of its charter, bylaws or any other governing
document or in default (and no event has occurred which, with notice or lapse of
time or both, would constitute a default) under any provision of any instrument
or contract to which it is a party or by which it or any of its Property is
bound, or in violation of any provision of any Governmental Requirement
applicable to it, except for violations of any provision of a Governmental
Requirement that has not had or would not reasonably be expected to have a
Material Adverse Effect (any such violation or default, a “Current
Violation”).





(h)           Financial Condition; Taxes;
Litigation.





(i)           
The Issuer’s financial condition is, in all material respects, as described in
the SEC Documents, except for changes in the ordinary course of business and
normal adjustments that are not, in the aggregate, materially adverse to the
consolidated business or financial condition of the Issuer and its Subsidiaries
taken as a whole.  There has been no (i) material adverse change to
the Issuer’s business, operations, properties, currently poor financial
condition, prospects or results of operations since the date of the Issuer’s
most recent audited and unaudited financial statements contained in the
Disclosure Documents or (ii) change by the Issuer in its accounting principles,
policies and methods except as required by changes in GAAP.





(ii)           
Each of the Issuer and its Subsidiaries (i) has prepared in good faith and duly
and timely filed all tax returns required to be filed by it and such returns are
complete and accurate in all material respects (ii) has paid all taxes required
to have been paid by it, except for taxes which it reasonably disputes in good
faith or the failure of which to pay has not had or would not reasonably be
expected to have a Material Adverse Effect, and has no liability with respect to
accrued taxes in excess of the amounts that are described as accrued in the
financial statements included in the SEC Documents.





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(iii)           Neither
the Issuer nor any of its Subsidiaries is the subject of any pending or, to the
Issuer’s knowledge, threatened inquiry, investigation or administrative or legal
proceeding by the Internal Revenue Service, the taxing authorities of any state
or local jurisdiction, the Commission, the NASD, any state securities commission
or other Governmental Authority.





(iv)           Except
as described in Schedule 2.2(h)(iv),
there is no material claim, litigation or administrative proceeding pending or,
threatened or contemplated, against the Issuer or any of its Subsidiaries, or
against any officer, director or employee of the Issuer or any such Subsidiary
in connection with such person’s employment therewith.  Neither the
Issuer nor any of its Subsidiaries is a party to or subject to the provisions
of, any order, writ, injunction, judgment or decree of any court or governmental
authority which has had or would reasonably be expected to have a Material
Adverse Effect.





(v)           Shares
of Issuer’s Common Stock are quoted on the Over-the-Counter Bulletin Board
(“OTC-BB”) under the symbol "PVSO," and the Issuer is in compliance in all
material respects with all rules and regulations of the NASD and the OTC-BB
applicable to it and the Issuer Common Stock.  Neither Issuer nor the
past and present officers, directors and Affiliates of Issuer have been the
subject of, nor does any officer or director of Issuer have any reason to
believe that Issuer or any of its past or present officers, directors, or
Affiliates will be the subject of, any civil or criminal proceeding or
investigation by any federal or state agency alleging a violation of securities
laws.  The Issuer has never been a “blank check Issuer” as defined
under Rule 419 promulgated under the Securities Act of 1933, as
amended.





(i)           Registration
Rights.  Except as described on Schedule 2.2(i)hereto, the Issuer has not granted or agreed to grant to any person or
entity any rights (including “demand” or “piggy-back” registration rights) to
have any securities of the Issuer registered with the Commission or any other
governmental authority which has not been satisfied in full prior to the date
hereof.





(j)           Fees.  Except
as described on Schedule 2.2(j)hereto, neither Shareholders nor the Issuer is obligated to pay any
compensation or other fee, cost or related expenditure to any underwriter,
broker, agent or other representative in connection with the transactions
contemplated hereby. Shareholders will indemnify and hold harmless the Purchaser
from and against any claim by any person or entity alleging that the Purchaser
is obligated to pay any such compensation, fee, cost or related expenditure in
connection with the transactions contemplated hereby.





(k)           Foreign Corrupt
Practices.  Neither the Issuer, nor any of its Subsidiaries nor
any director, officer, agent, employee or other person acting on behalf of the
Issuer or any Subsidiary, has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expenses relating to
political activity, (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee (including without
limitation any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment), or (iii) violated any provision of the Foreign Corrupt
Practices Act of 1977, as amended.





(l)           Employees. Each of
the Issuer’s executive officers (as defined in Rule 501(f) of the
Securities Act) (each, a “Key Employee”) is
currently serving in the capacity indicated in Schedule 2.2(l),
hereto. The Issuer has no knowledge of any fact or circumstance (including
without limitation (i) the terms of any agreement to which such person is a
party or any litigation in which such person is or may become involved. No Key
Employee has borrowed money pursuant to a currently outstanding loan that is
secured by Common Stock or any right or option to receive Common
Stock.  No officer has borrowed money from the
Issuer.  There is no strike, labor dispute or union organization
activities pending or, to the knowledge of the Issuer, threatened between it and
its employees.  None of the Issuer’s employees belong to any union or
collective bargaining unit. The Issuer has complied in all material respects
with all applicable federal and state equal opportunity and other laws related
to employment.




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(m)           Environment. The
Issuer and its Subsidiaries have no liabilities under any environmental laws,
nor do any factors exist that are reasonably likely to give rise to any such
liability, affecting any of the properties owned or leased by the Issuer or any
of its Subsidiaries that, individually or in the aggregate, have had or would
reasonably be expected to have a Material Adverse Effect. Neither the Issuer nor
any of the Subsidiaries has violated any environmental law applicable to it now
or previously in effect, other than such violations or infringements that,
individually or in the aggregate, have not had and would not reasonably be
expected to have a Material Adverse Effect.




(n)           ERISA.  Except
as described on Schedule 2.2(n), the
Issuer does not maintain or contribute to, or have any obligation under, any
Pension Plan. The Issuer is in compliance in all material respects with the
presently applicable provisions of ERISA and the United States Internal Revenue
Code of 1986, as amended, except for matters that, individually or in the
aggregate, have not had, and would not reasonably be expected to have, a
Material Adverse Effect.





(o)           Disclosure.  No
written statement, information, report, representation or warranty made by the
Issuer in this Agreement or furnished to the Purchaser by or on behalf of the
Issuer or such Purchaser’s due diligence investigation contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the statements herein or therein, in light of the circumstances in which
made, not misleading.  The Issuer has not disclosed to the Purchaser
any event, circumstance or fact that would constitute material non-public
information as of the date of this Agreement or the Closing
Date.  Following the issuance of the Form 8-K in accordance with Section 4.1(a)
hereof, the Purchaser will not possess any material non-public information
concerning the Issuer.  Shareholders acknowledge that the Purchaser is
relying on the representations, acknowledgements and agreements made in this
Section 2.2 in
making trading and other decisions concerning the Issuer’s
securities.





(p)           Regulatory
Permits.  The Issuer and its Subsidiaries do not require any
certificates, authorizations and permits from any federal, state or foreign
regulatory authority in order to conduct their respective businesses other than
where the failure to possess such certificates, authorizations or permits,
individually or in the aggregate, has not had and would not reasonably be
expected to have a Material Adverse Effect.




(q)           Exchange Act
Registration.  The Issuer’s Common Stock is registered pursuant
to Section 13 (d) and 12(g) of the Exchange Act and the Issuer has taken no
action designed to, or which, to the knowledge of the Issuer, is likely to have
the effect of, terminating the registration of the Common Stock under the
Exchange Act.





(r)           Internal Controls and
Procedures.  The Issuer maintains internal accounting controls,
policies and procedures and such books and records as are reasonably designed to
provide reasonable assurance that (i) all transactions to which the Issuer or any Subsidiary is
a party or by which its properties are bound are effected by a duly authorized
employee or agent of the Issuer, supervised by and acting within the scope of
the authority granted by the Issuer’s senior management;(ii) the
recorded accounting of the Issuer’s consolidated assets is compared with
existing assets at regular intervals;and (iii)all
transactions to which the Issuer or any Subsidiary is a party, or by which its
properties are bound, are recorded (and such records are maintained) in
accordance with all material Government Requirements and as may be necessary or
appropriate to ensure that the financial statements of the Issuer are prepared
in accordance with GAAP.





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(s)           Change of
Control.  The Issuer and its Board of Directors have taken all
necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Issuer’s
Articles of Incorporation (or similar charter documents), or the laws of its
state of incorporation, financial instruments, agreements, or Bylaws, that is or
could become applicable to the Buyer as a result of the Buyer, Shareholders, and
the Issuer fulfilling their obligations or exercising their rights under the
Documents, including without limitation as a result of the sale of the Common
Stock from Shareholders to the Buyer and the Buyer’s ownership of the Common
Stock.





(t)           No Violation or
Conflict.  Neither the sale of the Securities nor the
performance of the Issuer’s obligations under this Agreement and all other
agreements entered into by the Issuer relating thereto by the Issuer
will:





(i)           violate,
conflict with, result in a breach of, or constitute a default (or an event which
with the giving of notice or the lapse of time or both would be reasonably
likely to constitute a default) under (A) the articles or certificate of
incorporation, charter or bylaws of the Issuer, (B) any decree, judgment, order,
law, treaty, rule, regulation or determination applicable to the Issuer of any
court, governmental agency or body, or arbitrator having jurisdiction over the
Issuer or any of its subsidiaries or over the properties or assets of the Issuer
or any of its Affiliates, (C) the terms of any bond, debenture, note or any
other evidence of indebtedness, or any agreement, stock option or other similar
plan, indenture, lease, mortgage, deed of trust or other instrument to which the
Issuer or any of its Affiliates or subsidiaries is a party, by which the Issuer
or any of its Affiliates or subsidiaries is bound, or to which any of the
properties of the Issuer or any of its Affiliates or subsidiaries is subject, or
(D) the terms of any "lock-up" or similar provision of any underwriting or
similar agreement to which the Issuer, or any of its Affiliates or subsidiaries
is a party except the violation, conflict, breach, or default of which would not
have a material adverse effect on the Issuer; or





(ii)           result
in the creation or imposition of any Lien, charge or encumbrance upon the Shares
or any of the assets of the Issuer, its subsidiaries or any of its Affiliates;
or





(iii)           result
in the activation of any anti-dilution rights or a reset or reprising of any
debt or security instrument of any other creditor or equity holder of the
Issuer, nor result in the acceleration of the due date of any obligation of the
Issuer; or





(iv)           result
in the activation of any piggy-back registration rights of any person or entity
holding securities of the Issuer or having the right to receive securities of
the Issuer.





(u)           Board Consent to
Actions.  The Issuer’s board of directors has consented to all
actions requiring their consent.







(v)           Organizational
Documents.  True, correct and complete copies of the
Organizational Documents of the Issuer have been delivered to the Purchaser
prior to the execution of this Agreement and the Securities Purchase Agreement,
and no action has been taken to amend or repeal such Organizational Documents
since such date of delivery.  The Issuer is not in violation or breach
of any of the provisions of its Organizational Documents, except for such
violations or breaches as would not have a Material Adverse Effect.




9


(w)           Interested Party
Transactions.  Except as described in Schedule 2.2(w), no
officer, director or principal stockholder of the Issuer or any Affiliate or
“associate” (as such term is defined in Rule 405 of the Commission under the
Securities Act) of any such Person, has or has had, either directly or
indirectly, (1) an interest in any Person which (a) furnishes or sells services
or products which are furnished or sold or are proposed to be furnished or sold
by the Issuer, or (b) purchases from or sells or furnishes to, or proposes to
purchase from, sell to or furnish the Issuer any goods or services; or (2) a
beneficial interest in any contract or agreement to which the Issuer is a party
or by which it may be bound or affected.







(x)           Books and Financial
Records.  All the accounts, books, registers, ledgers, Board
minutes and financial and other material records of whatsoever kind of the
Issuer and any Subsidiary have been fully, properly and accurately kept and
completed; there are no material inaccuracies or discrepancies of any kind
contained or reflected therein; and they give and reflect a true and fair view
of the financial, contractual and legal position of Parent and each such
Subsidiary.







3.           SURVIVAL
OF REPRESENTATIONS; INDEMNIFICATION





3.1           Survival of
Representations.  Regardless of any investigation at any time
made by or on behalf of any party hereto or of any information any party may
have in respect thereof, all covenants, agreements, representations and
warranties made hereunder or pursuant hereto or in connection with the
transaction contemplated hereby shall survive the execution and delivery of this
Agreement and continue in effect for 60 months after the execution and delivery
of this Agreement (the “Survival Period”), except that Shareholders’ title
representations in Section 2.1 shall survive for the period that is permitted
for third-party claims by the applicable statute of limitations.





3.2           Indemnification.





(a)           Shareholders,
jointly and severely, agree to indemnify Purchaser, and hold it harmless from
and in respect of any assessment, loss, damage, liability, cost and expense
(including, without limitation, interest, penalties, and reasonable attorneys’
fees) imposed upon or incurred by Purchaser resulting from (i) any breach of
representation or warranty, in any material respect, made by Shareholders or the
Issuer in this Agreement or the Securities Purchase Agreement, and in any
certificate delivered by Shareholders or the Issuer pursuant to this Agreement
or the Securities Purchase Agreement, (ii) any breach by Shareholders or the
Issuer of any covenant, obligation or other agreement made by Shareholders or
the Issuer in this Agreement or the Securities Purchase Agreement, and (iii) a
third-party claim based on any acts or omissions by Shareholders or the Issuer
through and including the Closing Date; provided, however, that in the event of
a third-party claim brought against Purchaser based upon Section 3.2 during the
Survival Period, the Survival Period shall be extended up to applicable
expiration of statute of limitations for any such respective claim.





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(b)           If
any claim, action or proceeding is brought against the Purchaser arising out of
a claim that is the subject of indemnification under this Agreement, Purchaser
shall provide Shareholders prompt written notice of the same, together with the
basis for seeking indemnification (the “Indemnification Notice”).  Upon
receipt of an Indemnification Notice by the Shareholders, the Shareholders shall
inform the Purchaser (delivering the Indemnification Notice), within 5 business
days after receipt of the Indemnification Notice, whether the Shareholders elect
to compromise or defend such claim, action or proceeding.   The
Shareholders shall have the right, individually or collectively, to compromise
the claim, at its or their own expense.  In the event the Shareholders
elects to defend, the Purchaser shall have the right to control the defense of
any claim brought against him or her that is the subject of this
indemnification.  All costs and expenses incurred, including legal fees, in
connection with the compromise or defense of any claim shall be paid by the
Shareholders.







4.           COVENANTS
OF ISSUER AND SHAREHOLDERS




4.1           Pre-Closing
Covenants




(a)           The
Issuer will prior to the Closing: and




(i)           maintain
its corporate existence in good standing;





(ii)           pay
or discharge before becoming delinquent (a) all taxes, levies, assessments
and governmental charges imposed on it or its income or profits or any of its
Property and (b) all lawful claims for labor, material and supplies, which,
if unpaid, might become a Lien upon any of its Property, except where the
failure to do so would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect; provided, however, that the
Issuer shall not be required to pay or discharge any tax, levy, assessment or
governmental charge, or claim for labor, material or supplies, whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings being diligently pursued and for which adequate reserves have been
established under GAAP;





(iv) comply with all Governmental
Requirements applicable to the operation of its business, except for instances
of noncompliance that would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect;





(v)           comply
with all agreements, documents and instruments binding on it or affecting its
Properties or business, including, without limitation, all Material Contracts,
except for instances of noncompliance that would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect;





(vi)           provide
the Purchaser with copies of all materials sent to its stockholders, in each
such case at the same time as delivered to such stockholders; and




(vii)           timely
file with the Commission all other reports required to be filed pursuant to the
Exchange Act.





(b)           The Issuer will
simultaneously with the Closing:




(i)           Appoint
Purchaser’s representative to the Issuer’s Board of Directors and as CEO of the
Issuer, at which time Lawrence Curtin will resign as a member of the Issuer’s
Board of Directors and as an officer of the Issuer.




.2           Negative Covenants of the
Issuer





(a)           From
and after the date hereof until the Closing Date, except as contemplated by this
Agreement, the Securities Purchase Agreement or unless Purchaser shall otherwise
agree in writing, the Issuer covenants and agrees that it shall
not:





11


(i)           
declare, set aside, or pay any dividends on, or make any other distributions in
respect of, any of its capital stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock; purchase, redeem or otherwise acquire any shares of its capital
stock or any rights, warrants, or options to acquire any such
shares;





(ii)           enter
into any Material Contract or amend, modify or waive any rights under any
Material Contract to which it is a party;





(iii)           issue,
deliver, sell, pledge, dispose of or otherwise encumber any shares of its
capital stock or other securities, or any securities convertible into, or any
rights, warrants or options to acquire, any such shares or securities or amend
the terms of its outstanding capital stock;





(iv)          amend
its Articles of Incorporation or By-laws;





(v)           acquire
any assets;





(vi)          adopt
a plan of complete or partial liquidation;





(vii)         incur
or modify any indebtedness for borrowed money or guarantee any such indebtedness
of another Person; issue or sell any debt securities; or guarantee any debt
securities of another Person;





(viii)        make
any loans, advances or capital contributions to, or investments in, any other
Person;





(ix)           take
any action or omit to take any action that would cause any of its
representations and warranties herein to become untrue in any material respect;
or





(x)            authorize
any of, or commit or agree to take any of, the foregoing actions.





5.           MISCELLANEOUS




5.1           Further
Assurances.  From time to time, at a party’s request and
without further consideration, the other party, at the requesting party’s
expense, will execute and transfer such documents and will take such action as
may reasonably be requested in order to effectively consummate the transactions
contemplated herein.





5.2           Parties in
Interest.  All the terms and provisions of this Agreement shall
be binding upon, shall inure to the benefit of, and shall be enforceable by the
prospective heirs, beneficiaries, representatives, successors and assigns of the
parties hereto.




5.2           EntireAgreement. This
Agreement and the Securities Purchase Agreement are intended to create a fully
integrated agreement between the Parties.  The agreements, when
construed together, supersede all prior agreements and understandings between
the parties with respect to the subject matter hereof.  This Agreement
and the Securities Purchase Agreement shall not be amended except by a writing
signed by both parties or their respective successors or assigns.




12





5.3           Headings.  The
section and paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretations of
this Agreement.





5.4           Governing
Law.  For all purposes this Agreement will be governed
exclusively by and construed and enforced in accordance with the laws of the
State of California and the Courts prevailing in the State of California, County
of Los Angeles.





5.5           Notices.  All
notices, requests, demands, and other communication hereunder shall be in
writing and shall be deemed to have been duly given if delivered or mailed
(registered or certified mail, postage prepaid, return receipt requested) as
follows:





If to
Shareholders: to their respective address as set forth on Schedule
A.





If to
Purchaser: ____________________________








5.6           Effect.  In
the event any portion of this Agreement is deemed to be null and void under any
state, provincial, or federal law, all other portions and provisions not deemed
void or voidable shall be given full force and effect.





5.8           Counterparts.  This
Agreement may be executed in one or more counterparts and by transmission of a
facsimile or digital image containing the signature of an authorized person,
each of which shall be deemed and accepted as an original, and all of which
together shall constitute a single instrument.  Each party represents
and warrants that the person executing on behalf of such party has been duly
authorized to execute this Agreement.








IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
Shareholders, the Purchaser and the Issuer on the date first written
above.








* * * * *
* * * *


(signature
page follows)






13




IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above.





SHAREHOLDERS:





________________________________


Lawrence
Curtin, Individually





________________________________


Harvey
Judkowitz, Individually





________________________________


Richard
Perkins, Sr., Individually





ISSUER:





Photovoltaic
Solar Cells, Inc.





By:  ____________________________


Name:  Lawrence
Curtin


Title:
Chief Executive Officer








PURCHASER:














By:
____________________________


Name:


Title:
Managing Member






14




Schedule
2.2





PHOTOVOLTAIC
SOLAR CELLS, INC. DISCLOSURE SCHEDULE





This Disclosure Schedule is being
furnished by Photovoltaic Solar Cells, Inc. (“Company”) in connection with the execution and
delivery of that certain Agreement, dated as of December __,
2008  (the“Agreement”)by and among the Company and
the individuals and entities identified on the signature pages to the Agreement
(“Shareholders”).   Unless the context otherwise requires,
all capitalized terms used in this Disclosure Schedule shall have the respective
meanings assigned to them in the Agreement.The section numbers in this
Disclosure Schedule correspond to the section numbers in the Agreement,provided, however,that any information
disclosed herein under any section number shall be deemed to be disclosed and
incorporated in any other section of the Agreement where such disclosure would
be deemed reasonably appropriate.














15