WAIVER
AND AMENDMENT

     

    This
WAIVER AND AMENDMENT (hereinafter, the “Waiver and Amendment”) is made and
entered into as of July 30, 2009 by and among:

     

    (1)       Premier
Power Renewable Energy, Inc., a corporation organized under the laws of the
State of Delaware with its principal place of business at 4961 Windplay Drive,
Suite 100, El Dorado Hills, California 95762, United States of America
("PPRW");

     

    (2)       Rupinvest
Sarl, a corporation duly organized and existing under the laws of the country of
Luxembourg (“LUX”) with its address for notice at 4 Rue Jean-Pierre Probst,
L-2352 Luxembourg;

     

    (3)       Esdras
Ltd., a corporation duly organized and existing under the laws of Cyprus (“CYP”)
with its address for notice at Campobasso Italy, Via San Giovanni in Golfo
205/e; (the above named three corporations being known collectively as the
“Companies”), and

     

    (4)       Capita
Trust Company Limited, a private limited company incorporated in England and
Wales with registered number 00239726 (the "Escrow Agent", and together with the
Companies, the “Parties”).

     

    All
capitalized terms not otherwise defined herein shall have the meaning set forth
in the Share Exchange Agreement entered into on June 3, 2009 by the Companies
(the “Share Exchange Agreement”) and, if not defined in the Share Exchange
Agreement, then the Escrow Agreement entered into on July 9, 2009 by the Parties
(the “Escrow Agreement”).

     

    RECITALS

     

    WHEREAS,
pursuant to the Escrow Agreement, the Parties agreed to certain escrow
deliverables prior to the Share Exchange Deliveries Deadline;

     

    WHEREAS,
pursuant to this Waiver and Amendment, the Parties agree to waive certain escrow
deliverables by LUX and PPRW IT prior to the Share Exchange Deadline;
and

     

    WHEREAS,
pursuant to this Waiver and Amendment, the Parties agree to amend the definition
of the Escrow Opening Date defined in recitals of the Escrow
Agreement.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of foregoing premises, the Parties agree to the
following:

     

    
      	
              A.

            	
              the
      Parties hereby agree to waive the following escrow deliverables by LUX and
      PPRW IT (as defined below) prior to the Share Exchange Deliveries
      Deadline:

            


    

     

    
      	
               
      

            	
              1.

            	
              Letters
      of resignation from all executive officers and directors of LUX, with such
      resignations each confirming that he has no claim against LUX in respect
      of any outstanding remuneration or fees of whatever nature as of the
      Escrow Opening Date.

            


    

     

    
      	
               
      

            	
              2.

            	
              Resolutions
      duly adopted by the Board of Directors or Shareholders of LUX approving
      the following events or actions, as
applicable:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              
              

            	
              (a) 

            	
              adoption
      of LUX  bylaws in the form agreed by the
    Companies;

            


    

     

    
      	
              
              

            	
              (b) 

            	
              the
      appointment of Dean R. Marks as Chairman of the board of directors to
      serveon
      LUX’s board of directors;

            


    

     

    
      	
              
              

            	
              (c) 

            	
              the
      appointment of the persons to be chosen and designated by PPRW as the
      requisite
      officers of LUX (the “LUX
Officers”).

            


    

     

    
      	
               
      

            	
              3.

            	
              Resolutions
      duly adopted by the Board of Directors or Shareholders of Arco Energy Srl,
      the wholly owned subsidiary of LUX (“PPRW IT”), approving the following
      events or actions, as applicable,

            


    

     

    
      	
              
              

            	
              (a) 

            	
              requiring
      PPRW IT to execute, deliver and perform under the terms of the
      ShareExchange
      Agreement; and

            


    

     

    
      	
              
              

            	
              (b) 

            	
              the
      Share Exchange Transaction and the terms
  thereof.

            


    

     

    
      	
              B. 

            	
              This
      Waiver and Amendment constitutes written notice on behalf of PPRW, LUX and
      CYP to the Escrow Agent that complete delivery of all of, respectively,
      the PPRW Deliveries, and the LUX and CYP Deliveries (all such deliveries
      being, together, the “Escrow
      Deliveries”), either has been made or waived pursuant to Section
      4.1 of the Escrow Agreement.  Electronic delivery of the Escrow
      Deliveries is an acceptable means of delivery to the
      Companies.

            


    

    


    
      	
              C.

            	
              The
      Parties agree to amend the last recital of the Escrow Agreement in its
      entirety to read as follows:

            


    

    


    “WHEREAS,
pursuant to the Share Exchange Agreement, Escrow opened on July 9, 2009 (the
“Escrow Opening Date”).”

     

    [Signature
Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Parties have executed this Waiver and Amendment to be duly
executed by its representative thereunto duly authorized as of the day and year
first written above.

     

    
      	
              PREMIER
      POWER RENEWABLE ENERGY, INC.

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Dean R. Marks

            	 
      
	
              Name:

            	
              Dean
      R. Marks

            	 
      
	
              Title:

            	
              Chief
      Executive Officer and President

            	 
      
	 
      	 
      	 
      
	
              RUPINVEST
      SARL

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Francois Bourgon

            	 
      
	
              Name:

            	
              Francois
      Bourgon

            	 
      
	
              Title:

            	
              Gerant

            	 
      
	 
      	 
      	 
      
	
              By:

            	
              /s/ Miguel de Anquin

            	 
      
	
              Name:

            	
              Miguel
      de Anquin

            	 
      
	
              Title:

            	
              Gerant

            	 
      
	 
      	 
      	 
      
	
              ESDRAS
      LTD.

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Massimo Saluppo

            	 
      
	
              Name:

            	
              Massimo
      Saluppo

            	 
      
	
              Title:

            	
              Procuratore

            	 
      
	 
      	 
      	 
      
	
              CAPITA
      TRUST COMPANY LIMITED

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ David Baker

            	 
      
	
              Name:

            	
              David
      Baker

            	 
      
	
              Title:

            	
              Director

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              By:

            	
              /s/ Colin Benford

            	 
      
	
              Name:

            	
              Colin
      Benford

            	 
      
	
              Title:

            	
              Director