Unassociated Document


     

    Exhibit 10.8

    


    PRIME SUN POWER INC.

    


    EMPLOYMENT AGREEMENT

    


    This Employment Agreement, dated this 13th day of January, 2009
(the “Agreement”), by and between Prime Sun Power Inc.,
a Nevada corporation (the “Company”), and Frank Jürgens (the “Executive”).

    


    WHEREAS, the Company desires to engage
the Executive to serve as Chief Operations Officer of the Company and the
Executive desires to serve as the Chief Operations Officer of the
Company;

    


    NOW THEREFORE, in consideration of the
premises and the mutual agreements made herein, the Company and the Executive
agree as follows:

    


    1. Employment;
Duties.  The
Company shall engage the Executive to serve as Chief Operations Officer of the
Company.  The Executive shall have such duties and authority as set
forth on Annex
A attached
hereto.  The Executive shall serve the Company in such capacity for
the Employment Period as defined in Section 2. The Executive shall report to the
Chief Executive Officer.  The Executive agrees that during the term of
his employment rendered to the Company, he shall devote his professional
attention, knowledge and experience and give his best effort, skill and
abilities to promote the business and interests of the Company.  The
Executive agrees to accept direction from Chief Executive Officer of the Company
or the Board of Directors of the Company or a committee of the Board of
Directors to which the Board of Directors has duly delegated authority thereof
(collectively, the “Board”). The Executive agrees to faithfully
and diligently perform such reasonable duties commensurate with the position of
Chief Operations Officer as may from time to time be assigned to the Executive
by the Board.  For purposes of clarity, except with respect to
subsidiaries of the Company, to the extent the Executive renders services to any
other organizations, all such services must be rendered in a separate capacity
and shall not be deemed to constitute services of the Executive as an agent of
any such other organization to the Company or as an agent by or on behalf of the
Company to such other organizations unless expressly delegated in writing to
such effect.

    


    2. Employment
Period.  This
Agreement shall have an initial term of two (2) years to be effective commencing
on 1st Day of January 2009 and ending on the
second anniversary of hereof (the “Initial
Employment Period”), unless
sooner terminated in accordance with the provisions of Section 7 or Section
8.  This Agreement shall automatically renew and continue to remain in
effect after the Initial Employment Period for successive one year periods
(each, a “Renewal
Employment Period”), until
terminated as provided herein, unless either party provides the other party with
written notice of non-renewal not later than six months (180 days) prior to the
expiration of the Initial Period or the anniversary of such date in any
subsequent Renewal Employment Period.  The Initial Employment Period
and each Renewal Employment Period of this Agreement is referred to herein as
the “Employment
Period.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        
          Employment Agreement 

          
            

          

           

        

      

    

    3. Compensation.

    


    (a) Base
Compensation.  The Executive shall be paid
a base salary of one-hundred
thirty thousand (130,000) Swiss Francs per annum, payable incrementally on a monthly
basis and pro-rated for any partial year of employment, less any applicable
statutory or regulatory deductions (the “Base
Salary”).  The
Base Salary shall be payable in accordance with the Company’s regular payroll
practices, as the same may be modified from time to time.

    


    (b) Options and
Benefits. The Executive
shall be granted stock options for the purchase of _50.000_ (Fifty thousand)
shares of Company common stock at a purchase price equal to the fair market
value per share as of the date of this Agreement.  The fair market
value per share shall be determined by reference to the publicly quoted closing
price per share on the date immediately preceding the date of approval of this
Agreement by the Board of the Company.  The stock options shall be
subject to the customary terms and conditions pertaining to all Company stock
options.  The Executive shall be eligible to participate in all
Company benefits and incentive plans granted at the discretion of the
Board.

    


    (c) Expense
Reimbursement.  The Executive shall be
entitled to reimbursement of reasonable out-of-pocket expenses incurred in
connection with travel and matters related to the Company's business and affairs
if made in accordance with written Company policy as in effect from time to time
as determined by the Board.

    


    (d) Vacation.  The Executive shall be
entitled to vacation each calendar year in accordance with written Company
policy as in effect from time to time as determined by the Board.  No
compensation shall be paid for accrued but untaken vacation.

    


    (e) Place of
Employment. The parties
agree that the principal place of services to be rendered to the Company by
Executive shall be deemed to be Abu Dhabi, United Arab Emirates and all
compensation shall be paid to Executive in such jurisdiction.  The
Company acknowledges and agrees that Executive may reside from time to time in
other jurisdictions and may travel to any and all other jurisdictions related to
services to be rendered to the Company and Executive, none of which shall have
the effect of changing the deemed principal place of services rendered by
Executive to the Company unless otherwise required by the laws of such other
jurisdictions.

    


    4. Trade
Secrets.  The Executive agrees that it is in the Company's
legitimate business interest to restrict his disclosure or use of Trade Secrets
and Confidential Information relating to the Company or its affiliates as
provided herein, and Executive agrees not to disclose or use the Trade Secrets
and/or Confidential Information relating to the Company or its affiliates for
any purpose other than in connection with his performance of his
duties.  For purposes of this Agreement, “Trade Secrets” shall
mean all confidential and proprietary information belonging to the Company
(including current client lists and prospective client lists, ideas, formulas,
compositions, inventions (whether patentable or unpatentable and whether or not
reduced to practice), know-how, manufacturing and production processes and
techniques, research and development information, drawings, specifications,
designs, plans, proposals, technical data, copyrightable works, financial and
marketing plans and customer and supplier lists and information). For purposes of this
Agreement, “Confidential
Information” shall mean all information in addition to Trade Secrets used
by, or which is in the possession of the Company and relating to the Company’s
business or assets specifically including, but not limited to, information
relating to the Company’s products, services, strategies, pricing, customers,
representatives, suppliers, distributors, technology, finances, employee
compensation, computer software and hardware, inventions, developments, in each
case to the extent that such information is not required to be disclosed by
applicable law or compelled to be disclosed by any governmental
authority.  Notwithstanding the foregoing, the terms “Trade Secrets” and
“Confidential
Information” do not include information that (i) is or becomes generally
available to or known by the public (other than as a result of a disclosure by
the Executive), provided, that the source of
such information is not known by the Executive to be bound by a confidentiality
agreement with the Company; or (ii) is independently developed by the Executive
without violating this Agreement.

     

    
      
        
        

      

      
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    5. Return of
Documents and Property.  Upon the expiration or
termination of the Executive's employment with the Company, or at any time upon
the request of the Company, the Executive (or his heirs or personal
representatives) shall deliver to the Company (a) all documents and materials
(including, without limitation, computer files) containing Trade Secrets and
Confidential Information relating to the business and affairs of the Company or
its affiliates, and (b) all documents, materials, equipment and other property
(including, without limitation, computer files, computer programs, computer
Operations systems, computers, printers, scanners, pagers, telephones, credit
cards and ID cards) belonging to the Company or its affiliates, which in either
case are in the possession or under the control of the Executive (or his heirs
or personal representatives).

    


    6. Discoveries
and Works.  All
Discoveries and Works which are made or conceived by the Executive during his
employment by the Company, solely, jointly or with others, that relate to the
Company's present or anticipated activities, or are used or useable by the
Company within the scope of this Agreement shall be owned by the
Company.  For the purposes of this Section 6, (including the
definition of “Discoveries
and Works”) the term
“Company” shall include the Company and its
affiliates.  The term “Discoveries
and Works” includes, by way
of example but without limitation, Trade Secrets and other Confidential
Information, patents and patent applications, service marks, and service mark
registrations and applications, trade names, copyrights and copyright
registrations and applications.  The Executive shall (a) promptly
notify, make full disclosure to, and execute and deliver any documents requested
by the Company, as the case may be, to evidence or better assure title to
Discoveries and Works in the Company, as so requested, (b) renounce any and all
claims, including but not limited to claims of ownership and royalty, with
respect to all Discoveries and Works and all other property owned or licensed by
the Company, (c) assist the Company in obtaining or maintaining for itself at
its own expense United States and foreign patents, copyrights, trade secret
protection or other protection of any and all Discoveries and Works, and (d)
promptly execute, whether during his employment with the Company or thereafter,
all applications or other endorsements necessary or appropriate to maintain
patents and other rights for the Company and to protect the title of the Company
thereto, including but not limited to assignments of such patents and other
rights.  Any Discoveries and Works which, within one year after the
expiration or termination of the Executive's employment with the Company, are
made, disclosed, reduced to tangible or written form or description, or are
reduced to practice by the Executive and which pertain to the business carried
on or products or services being sold or delivered by the Company at the time of
such termination shall, as between the Executive and, the Company, be presumed
to have been made during the Executive's employment by the
Company.  The Executive acknowledges that all Discoveries and Works
shall be deemed “works made
for hire” under the U.S.
Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

    


    
      
        
        

      

      
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    7. Termination.

    


    (a) Manner of
Termination. The Company
and the Executive may terminate this Agreement, with or without cause, only in
accordance with the provisions of this Section 7.

    


    (b) Termination
Without Cause.  The Company may terminate
this Agreement without cause at any time during the Employment Period effective
immediately upon giving written notice of termination to the Executive, provided
however, that if the Company terminates this Agreement other than for cause
during the Employment Period the Company shall pay the Executive payments
equivalent to Executive’s annual Base Salary following such termination date in
accordance with the Company’s regular payroll procedures through the remainder
of the Employment Period, plus vesting of any options, plus reimbursement of any
and all reasonable and pre-approved expenses incurred by Executive as of the
date of notice of such date, and all of such payments shall completely and fully
discharge any and all obligations and liabilities of the Company to the
Executive.

    


    (c) Termination
for Cause.  The
Company may terminate this Agreement for cause at any time during the Employment
Period effective immediately upon giving written notice of termination to the
Executive. For purposes of this Agreement, “cause” shall mean, with respect to the
Executive, (i) any act of fraud or dishonesty, willful misconduct or negligence
in connection with the Executive's performance of his duties, (ii) repeated
failure of the Executive to follow reasonable instructions of the Board, (iii)
dishonesty of the Executive which causes a material detriment to the Company or
its affiliates, (iv) a breach by the Executive of any provision hereof or of any
contractual or legal fiduciary duty to the Company (including, but not limited
to, the unauthorized disclosure of Trade Secrets or other Confidential
Information, non-compliance with the policies, guidelines and procedures of the
Company or engaging during his employment in any other employment or business
without the express written approval of the Company’s Board), (v) the arrest of
the Executive for the commission of a felony, whether or not such alleged felony
was committed in connection with the Company's business or (vi) the commencement
of any bankruptcy proceedings (whether voluntary or involuntary), the
appointment of a trustee or receiver for the Executive or the general assignment
of the Executive's assets to his creditors.

    


    (d) Termination
by Executive. The Executive
may terminate this Agreement with or without cause at any time during the
Employment Period upon two weeks’ prior written notice of termination to the
Company. For purposes of this Agreement, with respect to the Company, “cause”
shall mean the failure to pay any amounts due Executive hereunder (and not
disputed in good faith by the Company) within one month after their due
date.

    


    
      
        
        

      

      
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    (e) Effect of
Termination.  Except as otherwise
provided herein with respect to a termination pursuant to Section 7(b), in the
event this Agreement is terminated pursuant to this Section 7, the Executive's
rights and the Company's obligations hereunder shall cease as of the effective
date of the termination, including, without limitation, the right to receive
Base Salary, options and all other compensation or benefits provided for in this
Agreement, and the Executive shall not be entitled to any further compensation,
options, or severance compensation of any kind, and shall have no further right
or claim to any compensation, options, benefits or severance compensation under
this Agreement or otherwise against the Company or its affiliates, from and
after the date of such termination, except as required by applicable
law.  Any termination under this Section 7 is subject to the
provisions of Sections 18 and 20 hereof.

    


    (f) Relinquishment
of Authority.  Notwithstanding anything to
the contrary set forth herein, upon written notice to the Executive, the Company
may immediately relieve the Executive of all his duties and responsibilities
hereunder and may relieve the Executive of authority to act on behalf of, or
legally bind, the Company.

    


    8. Disability:
Death.

    


    (a) If, prior to the expiration of any
applicable Employment Period, the Executive shall be unable to perform his
duties hereunder by reason of physical or mental disability for at least ninety
(90) calendar days, the Company shall have the right to terminate this Agreement
and the remainder of the Employment Period by giving written notice to the
Executive to such effect.  Immediately upon the giving of such notice,
the Employment Period shall terminate.

    


    (b) Upon termination of this Agreement
pursuant to Section 8(a), the Executive shall (i) be paid his Base Salary
through the effective date of such termination and (ii) all options previously
granted shall remain in full force and effect.  All other compensation
and benefits provided for in Section 3 of this Agreement shall cease upon
termination pursuant to Section 8(a), except as otherwise required by
applicable law.

    


    (c) In the event of a dispute as to
whether the Executive is disabled within the meaning of Section 8(a), either
party may from time to time request a medical examination of the Executive by a
doctor appointed by the chief of staff of a hospital selected by mutual
agreement of the parties, or as the parties may otherwise agree, and the written
medical opinion of such doctor shall be conclusive and binding upon the parties
as to whether the Executive has become disabled and the date when such
disability arose.  The cost of any such medical examination shall be
borne by the requesting party.

    


    (d) If, prior to the expiration of the
Employment Period or the termination of this Agreement, the Executive shall die,
the Executive's estate shall be paid his Base Salary and other compensation due
through such date of death.  Except as otherwise provided in this
Section 8(d), upon the death of the Executive, the Employment Period shall
terminate without further notice and the Company shall have no further
obligations hereunder, including, without limitation, obligations with respect
to compensation, options and benefits provided for in Section 3 of this
Agreement, other than as set forth in the immediately preceding sentence or as
otherwise required by law.

     

    
      
        
        

      

      
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    (e) Any termination under this Section 8
is subject to the provisions of Section 18 hereof.

    


    9. No
Conflicts.  The
Executive has represented and hereby represents to the Company and its
affiliates that the execution, delivery and performance by the Executive of this
Agreement do not conflict with or result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default under any
contract, agreement or understanding, whether oral or written, to which the
Executive is a party or of which the Executive is or should be aware and that
there are no restrictions, covenants, agreements or limitations on his right or
ability to enter into and perform the terms of this Agreement, and agrees to
indemnify and save the Company and its affiliates harmless from any liability,
cost or expense, including attorney’s fees, based upon or arising out of any
such restrictions, covenants, agreements, or limitations that may be found to
exist.  For purposes of this Agreement, “affiliate” shall include any subsidiary in the
case of the Company, and any person or entity directly or indirectly controlled
by or controlling the Company.

    


    10. Non-competition.   Except as authorized
by the Board, during the Executive’s employment by the Company and for a period
of one (1) year thereafter, Executive will not (except as an officer, director,
stockholder, employee, agent or consultant of the Company or any subsidiary or
affiliate thereof) either directly or indirectly, whether or not for
consideration, (i) in any way, directly or indirectly, solicit, divert, or take
away the business of any person who is or was a customer of the Company, or in
any manner influence such person to cease doing business in part or in whole
with Company; (ii) engage in a Competing Business; (iii) except for
investments or ownership in public entities, mutual funds and similar
investments, none of which constitute more than 5% of the ownership or control
of such entities, own, operate, control, finance, manage, advise, be employed by
or engaged by, perform any services for, invest or otherwise become associated
in any capacity with any person engaged in a Competing Business in the United
States; or (iv) engage in any practice the purpose or effect of which is to
intentionally evade the provisions of this covenant. For purposes of this
section, “Competing
Business” means any company
or business which is engaged directly or indirectly in any business carried on
or planned to be carried on by the Company or any of its subsidiaries or
affiliates.  In the event that the Executive’s employment by the
Company is terminated without cause, as described in Section 7(b) hereof, the
limitations of this Section 10 shall cease to apply as of the final payment made
in respect of the termination of the Executive’s employment with the Company as
set forth in Section 7(b) above.

     

    
      
        
        

      

      
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      11. Non-Solicitation
and Non-Circumvention.  Notwithstanding any provision to the
contrary in this Agreement, all Confidential Information of the Company is
expressly acknowledged by the Executive to be the sole property of the Company,
and the disclosure of the Confidential Information shall not be deemed to confer
any rights with respect to such Confidential Information on the
Executive.  The Executive will exercise the standard of care as
specified in this Agreement to ensure the confidentiality of the Confidential
Information.  The
Executive will not in any manner solicit or undertake any business or investment
in any form whatsoever from any Confidential Contact of the Company without the
express permission of the Company.  For purposes of this
Agreement “Confidential
Contact” means any person
or affiliate of any person introduced directly or indirectly to the Executive by
any person acting on behalf of the Company.  The Executive will not
disclose in any manner any Confidential Information to any third parties without
express written consent by the Company. The Executive recognizes the Company’s
Confidential Information as the exclusive property of the Company and Executive
will not enter into any direct or indirect negotiations or transactions with any
Confidential Contacts or other Persons disclosed in Confidential Information
without the express written consent and approval of the Company. The Executive undertakes not to enter
into any business transactions with Confidential Contacts of the Company unless
written permission has been obtained from the Company.  Any and all
such business transactions may be negotiated at the sole discretion of the
Company.  Nothing herein shall be construed as an obligation of the
Company to consent to the terms and conditions of any such request and under no
circumstances shall any such approval be deemed to waive, alter or modify the
terms and conditions of this Agreement.  The Executive will not directly or indirectly, whether for his
account or for the account of any other individual or entity, solicit or canvas
the trade, business or patronage of, or sell to, any individuals or entities
that were investors, customers or employees of the Company during the period
during which the Executive was employed by the Company, or prospective customers
with respect to whom a sales effort, presentation or proposal was made by the
Company or its affiliates, during the one year period prior to the termination
of the Executive’s employment.  Without limiting the foregoing,
the Executive shall not,
directly or indirectly, (i) solicit, induce, enter into any agreement with, or
attempt to influence any individual who was an employee or consultant of the
Company at any time during the time the Executive was employed by the Company,
to terminate his or her employment relationship with the Company or to become
employed by the Executive or any individual or entity by which the Executive is
employed or (ii) interfere in any other way with the employment, or other
relationship, of any employee or consultant of the Company or its
affiliates.

    

     

    12. Enforcement.  The Executive agrees that
any breach of the provisions of this Agreement would cause substantial and
irreparable harm, not readily ascertainable or compensable in terms of money, to
the Company for which remedies at law would be inadequate and that, in addition
to any other remedy to which the Company may be entitled at law or in equity,
the Company shall be entitled to temporary, preliminary and other injunctive
relief in the event the Executive violates or threatens to violate the
provisions of this Agreement, as well as damages, including, without limitation
consequential damages, and an equitable accounting of all earnings, profits and
benefits arising from such violation, in each case without the need to post any
security or bond.  Nothing herein contained shall be construed as
prohibiting the Company from pursuing, in addition, any other remedies available
to the Company for such breach or threatened breach.  A waiver by the
Company of any breach of any provision hereof shall not operate or be construed
as a waiver of a breach of any other provision of this Agreement or of any
subsequent breach by the Executive.

    


    13. Determinations
by the Company.  All determinations and
calculations with respect to this Agreement shall be made by the Board or any
committee thereof to which the Board has delegated such authority, in good faith
in accordance with applicable law, the certificate of incorporation and by-laws
of the Company, in its sole discretion, and shall be final, conclusive and
binding on all persons, including the Executive and the personal representative
of his estate.

     

    
      
        
        

      

      
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    14. Successors
and Assigns.  This Agreement shall inure
to the benefit of and shall be binding upon (i) the Company, its successors and
assigns, and any company with which the Company may merge or consolidate or to
which the Company may sell substantially all of its assets, and (ii) Executive
and his executors, administrators, heirs and legal
representatives.  Since the Executive’s services are personal and
unique in nature, the Executive may not transfer, sell or otherwise assign his
rights, obligations or benefits under this Agreement.

    


    15. Notices.  Any notice required or
permitted under this Agreement shall be deemed to have been effectively made or
given if in writing and personally delivered, or sent properly addressed in a
sealed envelope postage prepaid by certified or registered mail, or delivered by
a reputable overnight courier delivery service.  Unless otherwise
changed by notice, notice shall be properly addressed to the Executive if
addressed to the address of record set forth on Annex
B; and if to the Company as
properly addressed to the Company’s corporate registered office, or in each case
as changed pursuant to notice in accordance with the foregoing provisions of
this paragraph.

    


    16. Severability.  It is expressly understood
and agreed that although the Company and the Executive consider the restrictions
contained in this Agreement to be reasonable and necessary for the purpose of
preserving the goodwill, proprietary rights and going concern value of the
Company, if a final determination is made by arbitration or any court having
jurisdiction that any provision contained in this Agreement is invalid, the
provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such other extent
as such arbitral body or court may determine or indicate to be
reasonable.  Alternatively, if the arbitrable body or court finds that
any provision or restriction contained in this Agreement or any remedy provided
herein is unenforceable, and such restriction or remedy cannot be amended so as
to make it enforceable, such finding shall not affect the enforceability of any
of the other restrictions contained therein or the availability of any other
remedy.  The provisions of this Agreement shall in no respect limit or
otherwise affect the Executive's obligations under any other agreements with the
Company.

    


    17. Counterparts.  This Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
instrument.  Delivery of an executed copy of this Agreement in person
or by electronic facsimile transmission, scan or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date of such confirmed
transmission.

    


    18. Effects of
Termination.  Notwithstanding anything to
the contrary contained herein, if this Agreement is terminated pursuant to
Section 7 or Section 8 or expires by its terms, the provisions of Sections 4-6
and 10-20 of this Agreement shall survive and continue in full force and
effect.

     

    19. Arbitration.  All disputes and
controversies arising out of or relating to this Agreement shall be finally
settled and binding under the Rules of International Chamber of Commerce
(ICC).  The place of arbitration shall be Zurich,
Switzerland.  The Arbitration shall be conducted in English by a
single arbitrator appointed in accordance with the ICC rules.  Any
award, verdict or settlement issued under such arbitration may be entered by any
party for order of enforcement by any court of competent
jurisdiction.  The arbitrator shall have express powers to take
interim measures he or she deems necessary, including injunctive relief and
measures for the protection or conservation of property, including, without
limitation, Confidential Information and all intellectual
property.

    


    20. Miscellaneous.  This Agreement constitutes
the entire agreement, and supersedes all prior agreements, of the parties hereto
relating to the subject matter hereof, and there are no written or oral terms or
representations made by either party other than those contained
herein.  This Agreement cannot be modified, altered or amended except
by a writing signed by both parties.  No waiver by either party of any
provision or condition of this Agreement at any time shall be deemed a waiver of
such provision or condition at any prior or subsequent time or of any other
provision or condition at the same or any prior or subsequent
time.

     

    
      
        
        

      

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

    


    
      	 
      	
              EXECUTIVE

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              /s/ Frank
      Jurgens

            	 
      
	 
      	
              Name:

            	
              Frank
    Jürgens

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              PRIME SUN POWER
      INC.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Barbara S.
      Salz

            	 
      
	 
      	 
      	
              Name:

            	
              Barbara S.
    Salz

            	 
      
	 
      	 
      	
              Title:

            	
              Corporate
      Secretary

            	 
      


    

     

    
      
        
        

      

      
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    Annex A

     

    Chief Operations Officer
Services

    


    The Chief Operations Officer shall
render services to the Company with respect to solar energy, photovoltaic
products and ancillary business advice and services.  The scope of
such services shall include the following and such other services as reasonably
requested by the Board from time to time (collectively referred to as the
“Services”):

    


    
      
        	
              	
                1.

              	
                Daily
      management of the Company
operations.

              


      

    

    
      
        	
              	
                2.

              	
                Prepare
      Bankable Business Plan and execute
it.

              


      

    

    
      
        	
              	
                3.

              	
                Organize
      proper solar and wind licences until park & farms implementation &
      maintenance follow-up.

              


      

      
        	
              	
                4.

              	
                Participate
      in acquisition projects.

              


      

    

    


    
      	
            	
              ·

            	
              Execute
      acquisition guidelines from the
Board.

            


    

    
      	
               
      

            	
              ·

            	
              Screen
      market for acquisition opportunities in PV market with focus on growth
      potential, profitability, technological
  leadership.

            


    

    
      	
               
      

            	
              ·

            	
              Provide
      feasibility studies focusing on acquisition candidates (market
      positioning, identification of unique features providing above-average
      market potential, SWOT analysis, risk analysis, R&D
      roadmap).

            


    

    
      	
               
      

            	
              ·

            	
              Responsibility
      for business plan set-up from technical and cost structure point of view,
      work closely with CEO, CFO and legal team on general business plan
      goals.

            


    

    
      	
               
      

            	
              ·

            	
              When
      acquisition is done, work closely with management on operational execution
      of plan.

            


    

     

    
      	
            	
              5.

            	
              Operative
      responsibility for in-house investment plans, such as thin film
      factory project located in Switzerland, including the PSP factory project
      - PV thin film:

            


    

    


    
      	
            	
              ·

            	
              Manage
      and execute investment plan.

            


    

    
      	
            	
              ·

            	
              Establish
      project core team.

            


    

    
      	
            	
              ·

            	
              Budget
      investment/ cost control in cooperation with the
  CFO.

            


    

    
      	
            	
              ·

            	
              Establish
      risk management procedures.

            


    

    
      	
            	
              ·

            	
              Monitor daily
      operations progress.

            


    

    


    The Board may reasonably modify the
scope of such Services as the business and affairs of the Company may
necessitate over time.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      Employment Agreement 

      
        

      

    

     

    Annex B

     

    Addresses for
Notices

     

    
      	
              If to:

            	
              Prime Sun Power
      Inc.

            
	 
      	
              c/o

            	
              Travis L. Gering,
      Esq.

            
	 
      	 
      	
              Wuersch & Gering
      LLP

            
	 
      	 
      	
              100 Wall Street, 21st Floor

            
	 
      	 
      	
              New York, NY
      10005

            
	 
      	 
      	
              Fax: (610)
      819-9104

            


    

     

    
      	
              If to:

            	
              Frank
    Jürgens

            	 
      
	 
      	
              Degenstrasse,
    5

            	 
      
	 
      	
              CH-9442
    Berneck

            	 
      
	 
      	
              E-mail:
      fr.juergens@web.de

            	 
      
	 
      	 
      	 
      
	 
      	
              With copies
    to:

            	 
      


    

     

    
      
        
        

      

      
        11