Mr.           John H. Scribante  







Dear John: 



As a follow-up to our previous
conversation, we have mutually agreed to modify your executive employment and severance
agreement dated March 18, 2008 as follows: 



	Title:  	President,
Orion Technology Ventures (“OTV”)






	Direct Report:  	Neal
Verfuerth 






	Base Salary:  	Unchanged 






	Bonus Incentives:  	Unchanged
 (refer  to the  Executive  Fiscal  Year  2010  Annual  Cash  Incentive
                                Program).






	Equity Incentives: 	Subject
to Orion’s stock options policy, other provisions and conditions under Orion’s
2004 Stock and Incentive Awards Plan and entry into the Stock Option Award Agreement
accompanying this letter, subject to Compensation Committee approval, you will be granted
an option to purchase 250,000 shares of common stock, which will vest as follows over the
ten-year term of the option, provided that you are still employed by Orion when the
specified condition is met: 






	 	•	50,000
option shares will vest if the average closing price per share of Orion’s common
stock over five consecutive trading days equals or exceeds $4.00. 






	 	•	50,000
option shares will vest if the average closing price per share of Orion’s common
stock over five consecutive trading days equals or exceeds $5.00. 






	 	•	50,000
option shares will vest if the average closing price per share of Orion’s common
stock over five consecutive trading days equals or exceeds $6.00. 






	 	•	50,000
option shares will vest if the average closing price per share of Orion’s common
stock over five consecutive trading days equals or exceeds $7.00. 






	 	•	50,000
option shares will vest if the average closing price per share of Orion’s common
stock over five consecutive trading days equals or exceeds $8.00. 






	 	
Subject
to Compensation Committee approval, the grant date will be September 1, 2009. The per
share exercise price of the stock option will equal the closing Nasdaq sale price of the
common stock on such grant date.  






	Term:  	The
initial term of your  executive  employment  and severance  agreement will be unchanged. 















	Vacation:  	Two
weeks between August 17, 2009 and March 31, 2010.






	 	
Four
weeks annually beginning April 1, 2010, subject to advance coordination with the approval
of Orion’s CEO.  






	Location:  	Your
primary office will be at our Plymouth facilities,  and you will have access
                                to an office when needed in Manitowoc.






	 	
Office
space will be provided for Heather Geiger and Ryan Holl in both locations.  






	Travel:  	Commercial
 travel and  access to use of company  aircraft  for  business  travel
                                under the company policies generally applicable to
corporate travel.






	Other:	 •	
       Calendar and email will be restricted.






	 	                                •	OTV
division will be established  






	 	•	OTV
will use Navision CRM and Ballistix MIS to track all activity.  






	 	•	All
questions related to OTV activity will be addressed with you through Neal Verfuerth or
Jim Kackley. 






	 	•	Staff
for OTV will initially include Heather Geiger and Ryan Holl, with others as budgeted. 






	 	•	You
will not sell any of your currently held shares of Orion common stock, or shares acquired
upon stock option exercise, until at least March 31, 2010. 






	Effective Date:  	This
amendment will be effective as of the date below.






Please acknowledge your understanding
and acceptance of this letter amending your executive employment and severance agreement,
by signing, dating and returning this letter. Except as otherwise specified in this
letter, your existing employment arrangements are not affected by this letter and by
signing this letter you agree that your executive employment and severance agreement, as
modified hereby, will continue in full force and effect, that no event described in the
definition of “Good Reason” in your executive employment and severance agreement
has occurred and that all terms and conditions of your employment and severance agreement
have been fully complied with and that you do not have any outstanding claims thereunder.
Should you have any questions, please feel free to give me a call. 



Best regards, 



	ORION ENERGY SYSTEMS, INC.	Accepted and Agreed:
	

By:  /s/ Neal R. Verfuerth	/s/ John H. Scribante
	        Neal R. Verfuerth	John H. Scribante
	        CEO
	
 	Date:  August 27, 2009