EXHIBIT 10(ii)

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the
Agreement) is made and entered into as of April 27, 2004 (the
Effective Date), by and between RENEWABLE ENERGY LIMITED, a Nevada corporation
with an office at #2610  1066 West Hastings Street, Vancouver, B.C. V6E 3X2, Canada
(REL), LOS ALAMOS RENEWABLE ENERGY, LLC, a New Mexico limited liability
company with an office at 121 La Vista, Los Alamos, New Mexico 87544
(LARE), RENEWABLE ENERGY CORPORATION, a New Mexico corporation with an office
at 112C Longview, Los Alamos, New Mexico 87544 (RECO or the
Company), SOLAR ENERGY LIMITED, a Delaware corporation, with an office at 112C
Longview, Los Alamos, New Mexico 87544 (Solar).

RECITALS

WHEREAS, REL currently owns One
Hundred (100) shares of the outstanding common stock of RECO;

WHEREAS,
REL desires to purchase from RECO, and RECO desires to sell to REL Ninety-Nine Thousand
Nine Hundred (99,900) shares of the common stock of RECO (the Additional REL
Shares) upon the terms and conditions set forth in this Agreement, which includes
the cancellation of debt instruments held by REL and Solar; and

WHEREAS,
RECO desires to issue and LARE desires to purchase Two Hundred Thousand (200,000) shares
of RECO common stock (the Additional RECO Shares) upon the terms and
conditions set forth in this Agreement.

AGREEMENTS

Now, therefore, in consideration of
the premises, the mutual promises and covenants set forth in this Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, REL, Solar, LARE and RECO agree as follows:

ARTICLE 1.

SALE OF SHARES

Section 1.1 Sale to REL. At
the Effective Date, RECO shall sell and transfer to REL, and REL shall purchase from RECO
the Additional REL Shares, free and clear of any and all liens, pledges, options,
encumbrances, adverse interests and claims of any kind (collectively, Liens).

Section 1.2 Consideration for
Additional REL Shares. In consideration for the issuance of the Additional REL Shares
by RECO, each of REL and Solar shall, at the Effective Date, forgive and cancel all
promissory notes, obligations and other indebtedness currently owed by RECO to REL or
Solar, including but not limited to any obligations that REL or Solar may have incurred on
RECOs behalf (the Notes).

Section 1.3 Issuance of Additional
RECO Shares. At the Effective Date, RECO shall issue and sell to LARE, and LARE shall
purchase from RECO, the Additional RECO Shares, free and clear of any and all Liens.

Section 1.4 Purchase Price for
Additional RECO Shares. The purchase price for the Additional RECO Shares (the
Additional RECO Shares Purchase Price) is Two Hundred Fifty Thousand Dollars
($250,000) payable by delivery on the Effective Date to RECO of (a) One Hundred
Twenty-Five Thousand Dollars ($125,000) by certified check or wire transfer of immediately
available funds (the Closing Payment); and (b) a promissory note in the
principal amount of One Hundred Twenty-Five Thousand Dollars ($125,000) substantially in
the form attached hereto as Exhibit A (the Promissory Note).

Section 1.5 Use of Proceeds
Received for Additional RECO Shares. The Additional RECO Shares Purchase Price shall
be used exclusively by the Company for the development of solar reduction of carbon
technology (and all related technology) and as working capital.

ARTICLE 2.

CLOSING

Section 2.1 Closing.
Concurrently with the execution and delivery of this Agreement (the Closing),
LARE, REL, Solar and RECO shall make the deliveries provided in this Article 2.

Section 2.2 Deliveries by REL and
Solar. At Closing, REL and Solar shall deliver, or cause to be delivered, to RECO an
executed cancellation and release document that provides that all of the Notes have been
satisfied and that RECO does not owe any obligations to REL or Solar pursuant to the
Notes.

Section 2.3 Deliveries by
LARE. At Closing, LARE shall deliver, or cause to be delivered, to RECO (a) the
Closing Payment and (b) the fully executed Promissory Note.

Section 2.4 Deliveries by
RECO. At Closing, RECO shall deliver (a) to REL a certificate representing the
Additional REL Shares in the name of REL; (b) to LARE a certificate representing the
Additional RECO Shares in the name of LARE.

Section 2.5 Further
Assurances. At or after Closing, each party hereto shall promptly execute and deliver,
or cause to be executed and delivered, all such documents and instruments, in addition to
those otherwise required by this Agreement, in form and substance reasonably satisfactory
to the other party, as such other party may reasonably request in order to carry out or
evidence the terms of this Agreement.

ARTICLE 3.

REPRESENTATIONS AND
WARRANTIES OF RECO

RECO
represents and warrants to each of REL and LARE, as of the date of this Agreement, as
follows:

Section 3.1 Organization, Good
Standing and Qualification.The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Mexico. The Company has
all requisite corporate power and authority to own and operate its properties and assets,
to execute and deliver this Agreement, to issue and sell the Additional REL Shares and the
Additional RECO Shares (collectively, the Shares) and to carry out the
provisions of this Agreement and to carry on its business as presently conducted and as
presently proposed to be conducted. The Company is duly qualified and is authorized to do
business and is in good standing in each jurisdiction in which the nature of its
activities and of its properties (both owned and leased) makes such qualification
necessary, except for those jurisdictions in which failure to do so would not have a
material adverse effect on the Company or its business. The Company owns no equity
securities of any other corporation, limited partnership orsimilar entity. The
Company is not a participant in any joint venture, partnership or similar arrangement.

Section 3.2 Capitalization; Voting
Rights. The authorized capital stock of the Company, immediately prior to the Closing,
will consist of One Million (1,000,000) shares of common stock, no par value. All issued
and outstanding shares of the Companys common stock (i) have been duly
authorized and validly issued, (ii) are fully paid and nonassessable, and
(iii) were issued in compliance with all applicable state and federal laws concerning
the issuance of securities. The rights, preferences, privileges and restrictions of the
Shares are as stated in the Articles of Incorporation. There are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights of first refusal),
proxy or stockholder agreements, or agreements of any kind for the purchase or acquisition
from the Company of any of its securities. When issued in compliance with the provisions
of this Agreement and the Articles of Incorporation, the Shares will be validly issued,
fully paid and nonassessable, and will be free of any liens or encumbrances; provided,
however, that the Shares may be subject to restrictions on transfer under state and/or
federal securities laws as set forth herein or as otherwise required by such laws at the
time a transfer is proposed.

Section 3.3 Authorization; Binding
Obligations. All corporate action on the part of the Company, its officers, directors
and stockholders necessary for the authorization of this Agreement, the performance of all
obligations of the Company hereunder at the Closing and the authorization, sale, issuance
and delivery of the Shares pursuant hereto has been taken or will be taken prior to the
Closing. The Agreement, when executed and delivered, will represent valid and binding
obligations of the Company enforceable in accordance with their terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting enforcement of creditors rights; and (ii) as
limited by general principles of equity that restrict the availability of equitable
remedies. The sale of the Shares is not and will not be subject to any preemptive rights
or rights of first refusal that have not been properly waived or complied with.

Section 3.4 Financial Statements;
Interim Changes. The Company has delivered to REL and LARE its unaudited balance sheet
(the Balance Sheet) as at December 31, 2003 (the Statement
Date), copies of which are attached hereto as Exhibit B. The Balance
Sheet is complete and correct in all material respects and presents fairly the financial
condition and position of the Company as of the Statement Date.

Section 3.5 Liabilities. The
Company has no material liabilities and, to the best of its knowledge, knows of no
material contingent liabilities not disclosed in the Balance Sheet, except current
liabilities incurred in the ordinary course of business subsequent to the Statement Date
which have not been, either in any individual case or in the aggregate, materially
adverse.

Section 3.6 Agreements;
Action.

(a)    
          There are no agreements, understandings, instruments, contracts, proposed
          transactions, judgments, orders, writs or decrees to which the Company is a
          party or to its knowledge by which it is bound which may involve (i) the
          license of any patent, copyright, trade secret or other proprietary right to or
          from the Company (other than licenses arising from the purchase of off the
          shelf or other standard products), or (ii) provisions restricting or
          affecting the development, manufacture or distribution of the Companys
          products or services, or (iii) indemnification by the Company with respect
          to infringements of proprietary rights (other than indemnification obligations
          arising from purchase or sale agreements entered into in the ordinary course of
          business).

(b)    
          The Company has not (i) declared or paid any dividends, or authorized or
          made any distribution upon or with respect to any class or series of its capital
          stock, (ii) incurred any indebtedness for money borrowed or any other
          liabilities (other than with respect to dividend obligations, distributions,
          indebtedness and other obligations incurred in the ordinary course of business
          or as disclosed in the Balance Sheet) individually in excess of $10,000 or, in
          the case of indebtedness and/or liabilities individually less than $10,000, in
          excess of $25,000 in the aggregate, (iii) made any loans or advances to any
          person, other than ordinary advances for travel expenses, or (iv) sold,
          exchanged or otherwise disposed of any of its assets or rights, other than the
          sale of its inventory in the ordinary course of business.

(a)    
          Any change in the assets, liabilities, financial condition or operations of the
          Company from that reflected in the Balance Sheet, other than changes in the
          ordinary course of business, none of which individually or in the aggregate has
          had or is expected to have a material adverse effect on such assets,
          liabilities, financial condition or operations of the Company;

(b)    
          Any material change, except in the ordinary course of business, in the
          contingent obligations of the Company by way of guaranty, endorsement,
          indemnity, warranty or otherwise;

(c)    
          Any damage, destruction or loss, whether or not covered by insurance, materially
          and adversely affecting the properties, business or prospects or financial
          condition of the Company;

(d)    
          Any waiver by the Company of a valuable right or of a material debt owed to it;

(e)    
          Any direct or indirect loans made by the Company to any stockholder, employee,
          officer or director of the Company, other than advances made in the ordinary
          course of business;

(f)    
          Any material change in any compensation arrangement or agreement with any
          employee, officer, director or stockholder;

(g)    
          Any declaration or payment of any dividend or other distribution of the assets
          of the Company; or

(h)    
          Any debt, obligation or liability incurred, assumed or guaranteed by the
          Company, except those for immaterial amounts and for current liabilities
          incurred in the ordinary course of business;

Section 3.8 Title to Properties
and Assets; Liens, etc. The Company has good and marketable title to its properties
and assets, including without limitation the property listed on Schedule 3.8 attached
hereto, the properties and assets reflected in the Balance Sheet, and good title to its
leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance
or charge, other than (i) those resulting from taxes which have not yet become
delinquent, (ii) minor liens and encumbrances which do not materially detract from
the value of the property subject thereto or materially impair the operations of the
Company, and (iii) those that have otherwise arisen in the ordinary course of
business. All facilities, machinery, equipment, fixtures, vehicles and other properties
owned, leased or used by the Company are in good operating condition and repair and are
reasonably fit and usable for the purposes for which they are being used.

Section 3.9 Patents and
Trademarks.The Company currently does not own or possess legal rights to any patents,
trademarks, service marks, trade names, copyrights, trade secrets, information or other
proprietary rights, nor is the Company bound by or a party to any options, licenses or
agreements of any such intellectual property. The Company has not received any
communications alleging that the Company has violated or, by conducting its business as
proposed, would violate any of the patents, trademarks, service marks, trade names,
copyrights or trade secrets or other proprietary rights of any other person or entity.

Section 3.10 Compliance with Other
Instruments. The Company is not in violation or default of any term of its Articles of
Incorporation or Bylaws, or of any provision of any mortgage, indenture, contract,
agreement, instrument or contract to which it is party or by which it is bound or of any
judgment, decree, order, writ or, to its knowledge, any statute, rule or regulation
applicable to the Company which would materially and adversely affect the business,
assets, liabilities, financial condition, operations or prospects of the Company. The
execution, delivery, and performance of and compliance with this Agreement, and the
issuance and sale of the Shares pursuant, will not, with or without the passage of time or
giving of notice, result in any such material violation, or be in conflict with or
constitute a default under any such term, or result in the creation of any mortgage,
pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or
the suspension, revocation, impairment, forfeiture or nonrenewal of any permit license,
authorization or approval applicable to the Company, its business or operations or any of
its assets or properties.

Section 3.11 Litigation. There
is no action, suit, proceeding, or investigation, pending, or to the Companys
knowledge, currently threatened against the Company that questions the validity of this
Agreement, or to consummate the transactions contemplated hereby, or which might result,
either individually or in the aggregate, in any material adverse change in the assets,
condition, affairs or prospects of the Company, financially or otherwise, or any change in
the current equity ownership of the Company, nor is the Company aware that there is any
basis for the foregoing. The foregoing includes, without limitation, actions pending or
threatened (or any basis therefor known to the Company) involving the prior employment of
any of the Companys employees, their use in connection with the Companys
business of any information or techniques allegedly proprietary to any of their former
employers, or their obligations under any agreements with prior employers. The Company is
not a party or subject to the provisions of any order, writ, injunction, judgment or
decree of any court or government agency or instrumentality. There is no action, suit,
proceeding or investigation by the Company currently pending or which the Company intends
to initiate.

Section 3.12 Tax Returns and
Payments.The Company has timely filed all tax returns (federal, state and local)
required to be filed by it. All taxes shown to be due and payable on such returns, any
assessments imposed, and to the Companys knowledge all other taxes due and payable
by the Company on or before the Closing have been paid or will be paid prior to the time
they become delinquent. The Company has not been advised (i) that any of its returns,
federal, state or other, have been or are being audited as of the date hereof, or
(ii) of any deficiency in assessment or proposed judgment to its federal, state or
other taxes. The Company has no knowledge of any liability of any tax to be imposed upon
its properties or assets as of the date of this Agreement that is not adequately provided
for.

Section 3.13 Employees. No
employee has any agreement or contract, written or verbal, regarding his employment. The
Company is not a party to or bound by any currently effective employment contract,
deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan,
retirement agreement or other employee compensation plan or agreement. To the
Companys knowledge, no employee of the Company, nor any consultant with whom the
Company has contracted, is in violation of any term of any employment contract,
proprietary information agreement or any other agreement relating to the right of any such
individual to be employed by, or to contract with, the Company because of the nature of
the business to be conducted by the Company; and to the Companys knowledge the
continued employment by the Company of its present employees, and the performance of the
Companys contracts with its independent contractors, will not result in any such
violation. The Company has not received any notice alleging that any such violation has
occurred. No employee of the Company has been granted the right to continued employment by
the Company or to any material compensation following termination of employment with the
Company. The Company is not aware that any officer or key employee, or that any group of
key employees, intends to terminate their employment with the Company, nor does the
Company have a present intention to terminate the employment of any officer, key employee
or group of key employees.

Section 3.14 Registration
Rights. The Company is presently not under any obligation, and has not granted any
rights, to register any of the Companys presently outstanding securities or any of
its securities that may hereafter be issued.

Section 3.15 Compliance with Laws;
Permits. To its knowledge, the Company is not in violation of any applicable statute,
rule, regulation, order or restriction of any domestic or foreign government or any
instrumentality or agency thereof in respect of the conduct of its business or the
ownership of its properties which violation would materially and adversely affect the
business, assets, liabilities, financial condition, operations or prospects of the
Company. No governmental orders, permissions, consents, approvals or authorizations are
required to be obtained and no registrations or declarations are required to be filed in
connection with the execution and delivery of this Agreement and the issuance of the
Shares, except such as has been duly and validly obtained or filed, or with respect to any
filings that must be made after the Closing, as will be filed in a timely manner. The
Company has all franchises, permits, licenses and any similar authority necessary for the
conduct of its business as now being conducted by it, the lack of which could materially
and adversely affect the business, properties, prospects or financial condition of the
Company and believes it can obtain, without undue burden or expense, any similar authority
for the conduct of its business as planned to be conducted.

Section 3.16 Environmental and
Safety Laws. To its knowledge, the Company is not in violation of any applicable
statute, law or regulation relating to the environment or occupational health and safety,
and to its knowledge, no material expenditures are or will be required in order to comply
with any such existing statute, law or regulation.

Section 3.17 Offering Valid.
Assuming the accuracy of the representations and warranties of REL, Solar and LARE
contained in Articles 4, 5 and 6 hereof, the offer, sale and issuance of the Shares will
be exempt from the registration requirements of the Securities Act of 1933, as amended
(the Securities Act) and will have been registered or qualified (or are exempt
from registration and qualification) under the registration, permit or qualification
requirements of all applicable state securities laws. Neither the Company nor any agent on
its behalf has solicited or will solicit any offers to sell or has offered to sell or will
offer to sell all or any part of the Shares to any person or persons so as to bring the
sale of such Shares by the Company within the registration provisions of the Securities
Act.

Section 3.18 Full Disclosure.
To the Companys knowledge and belief, this Agreement, the Exhibits hereto and any
certificate expressly delivered by the Company to REL, Solar or LARE or their attorneys or
agents in connection herewith or therewith or with the transactions contemplated hereby or
thereby, neither contain any untrue statement of a material fact nor, to the
Companys knowledge and belief, omit to state a material fact necessary in order to
make the statements contained herein or therein not misleading. To the Companys
knowledge and belief, there are no facts which (individually or in the aggregate)
materially adversely affect the business, assets, liabilities, financial condition or
operations of the Company that have not been set forth in the Agreement, the Exhibits
hereto or in other documents expressly delivered to REL, Solar or LARE or their attorneys
or agents in connection herewith.

ARTICLE 4.

REPRESENTATIONS AND
WARRANTIES OF LARE

LARE
represents and warrants to RECO, as of the date of this Agreement and as of Closing, as
follows:

Section 4.1 Authority. LARE
has all requisite right, power, authority and capacity to execute, deliver and perform
this Agreement. This Agreement has been duly and validly executed and delivered by LARE.
This Agreement is the valid and binding obligation of LARE, enforceable against LARE in
accordance with its terms, except as enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
redemption, reinstatement, and other laws affecting the rights or remedies of creditors
generally and (b) general principles of equity.

Section 4.2 Investment. LARE
is acquiring the Additional RECO Shares for investment purposes, and not with a view to
distribution or resale thereof in violation of applicable securities laws and regulations.

Section 4.3 No Conflicts. The
execution, delivery and performance by LARE of this Agreement does not and will not: (a)
conflict with, violate, result in a breach of or constitute a default under any agreement,
instrument or obligation to which LARE is a party or by which LARE is bound; (b) conflict
with or violate any order, judgment, decree, statute, rule or regulation applicable to
LARE; or (c) require any consent, approval or authorization of, or filing with, any
governmental authority or any other third party.

Section 4.4 Litigation. There
is no action, suit, proceeding or investigation pending, or to LAREs knowledge
threatened, against LARE which questions or challenges the validity of this Agreement or
any action to be taken by LARE pursuant to this Agreement, and, to LAREs knowledge,
there is no basis for any such action, suit, proceeding or investigation.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF REL

REL represents and warrants to RECO,
as of the date of this Agreement and as of Closing, as follows:

Section 5.1 Authority. REL has
all requisite right, power, authority and capacity to execute, deliver and perform this
Agreement. This Agreement has been duly and validly executed and delivered by REL. This
Agreement is the valid and binding obligation of REL, enforceable against REL in
accordance with its terms, except as enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
redemption, reinstatement, and other laws affecting the rights or remedies of creditors
generally and (b) general principles of equity.

Section 5.2 Investment. REL is
acquiring the Additional REL Shares for investment purposes, and not with a view to
distribution or resale thereof in violation of applicable securities laws and regulations.

Section 5.3 No Conflicts. The
execution, delivery and performance by REL of this Agreement does not and will not: (a)
conflict with, violate, result in a breach of or constitute a default under any agreement,
instrument or obligation to which REL is a party or by which REL is bound; (b) conflict
with or violate any order, judgment, decree, statute, rule or regulation applicable to
REL; or (c) require any consent, approval or authorization of, or filing with, any
governmental authority or any other third party.

Section 5.4 Litigation. There
is no action, suit, proceeding or investigation pending, or to RELs knowledge
threatened, against REL which questions or challenges the validity of this Agreement or
any action to be taken by REL pursuant to this Agreement, and, to RELs knowledge,
there is no basis for any such action, suit, proceeding or investigation.

Section 5.5 Outstanding Debt.
Except for the Notes and the transactions contemplated hereby, the Company has no other
obligations to or debt owing to REL.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF SOLAR

Solar represents and warrants to
RECO, as of the date of this Agreement and as of Closing, as follows:

Section 6.1 Authority. Solar
has all requisite right, power, authority and capacity to execute, deliver and perform
this Agreement. This Agreement has been duly and validly executed and delivered by Solar.
This Agreement is the valid and binding obligation of Solar, enforceable against Solar in
accordance with its terms, except as enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
redemption, reinstatement, and other laws affecting the rights or remedies of creditors
generally and (b) general principles of equity.

Section 6.2 No Conflicts. The
execution, delivery and performance by Solar of this Agreement does not and will not: (a)
conflict with, violate, result in a breach of or constitute a default under any agreement,
instrument or obligation to which Solar is a party or by which Solar is bound; (b)
conflict with or violate any order, judgment, decree, statute, rule or regulation
applicable to Solar; or (c) require any consent, approval or authorization of, or filing
with, any governmental authority or any other third party.

Section 6.3 Litigation. There
is no action, suit, proceeding or investigation pending, or to Solars knowledge
threatened, against Solar which questions or challenges the validity of this Agreement or
any action to be taken by Solar pursuant to this Agreement, and, to Solars
knowledge, there is no basis for any such action, suit, proceeding or investigation.

Section 6.4 Outstanding Debt.
Except for Notes and the transactions contemplated hereby, the Company has no other
obligations to or debt owing to Solar.

ARTICLE 7.

Indemnification

Section 7.1 Indemnification by REL
and Solar. From and after the Effective Date, each of REL and Solar shall indemnify
and hold harmless RECO from and against any and all losses, liabilities, claims, demands,
causes of action, costs and expenses (including, without limitation, reasonable
attorneys fees) (collectively, Claims) arising out of or resulting from:
(a) any representation or warranty of REL or Solar, as the case may be, in this Agreement
not being true and accurate when made or when required by this Agreement to be true and
accurate; or (b) any failure by REL or Solar, as the case may be, to perform any of its
covenants, agreements or obligations in this Agreement.

Section 7.2 Indemnification by
LARE. From and after the Effective Date, LARE shall indemnify and hold harmless RECO
from and against any and all Claims arising out of or resulting from: (a) any
representation or warranty of LARE in this Agreement not being true and accurate when made
or when required by this Agreement to be true and accurate; or (b) any failure by LARE to
perform any of its covenants, agreements or obligations in this Agreement.

Section 7.3 Indemnification by
RECO. From and after the Effective Date, RECO shall indemnify and hold harmless each
of REL, Solar and LARE from and against any and all Claims arising out of or resulting
from: (a) any representation or warranty of RECO in this Agreement not being true and
accurate when made or when required by this Agreement to be true and accurate; or
(b) any failure by RECO to perform any of its covenants, agreements or obligations in
this Agreement.

Section 7.4 Procedure for
Indemnification. No party shall be entitled to indemnification under this Article 6
until such party (the Indemnified Party) shall have given the party obligated
to provide indemnification hereunder (the Indemnifying Party) written notice
of the claim for indemnification and, if such claim for indemnification arises out of any
claim, suit, action or proceeding by a third party against the Indemnified Party, unless
and until the Indemnified Party shall have given the Indemnifying Party prompt written
notice of such third-party claim and the Indemnifying Party has been offered the right, at
the sole expense of the Indemnifying Party, to participate in the defense of such
third-party claim. If the Indemnifying Party elects to assume the defense of such a
third-party claim, it shall not be liable to the Indemnified Party for any legal or other
expense subsequently incurred by the Indemnified Party in connection with the defense
thereof. The Indemnifying Party shall not be liable for any settlement of any action or
claim effected without the prior written consent of the Indemnifying Party, which consent
shall not be unreasonably withheld.

Section 7.5 No Bar. The
provisions of this Article 7 shall not limit in any way the claims which may be made
by REL, LARE or RECO at law or in equity for any breach by any such party of the terms of
this Agreement or any document or instrument delivered pursuant hereto.

ARTICLE 8.

MISCELLANEOUS

Section 8.1 Brokers. Each
party represents to the other parties that it has not engaged any broker, finder or
intermediary in connection with the transactions contemplated by this Agreement.

Section 8.2 Expenses. All
legal and other expenses incurred by any party in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such fees.

Section 8.3 Survival. Each of
the covenants, representations and warranties of REL, Solar, LARE and RECO made herein
shall survive the Effective Date and the Closing and shall not be merged in the
consummation of the transactions contemplated hereby.

Section 8.4 Notices. All
notices and other communications under this Agreement shall be in writing and shall be
sent by certified or registered mail, return receipt requested, by personal delivery, or
by facsimile addressed to the appropriate party at the address or facsimile number set
forth below or such other address or facsimile number as the party may designate by notice
given in accordance with this Section. Notice shall be deemed validly given on the date of
receipt as shown on the return receipt if delivered by certified or registered mail, on
the date of delivery if done by personal delivery and upon confirmation of receipt if sent
by facsimile with receipt confirmed. Notice shall also be deemed validly given on the date
that a party rejects or refuses to accept delivery or the date of an inability to
effectuate delivery because of a changed address or facsimile number of which no notice
was given in accordance with this Section.

`If to REL to:                               Renewable Energy Limited
                                                     Nelson Skalbania
                                                     #2610 - 1066 West Hastings Street
                                                     Vancouver, B.C. V6E 3X2, Canada

         If to LARE to:                              Los Alamos Renewable Energy, LLC
                                                     Reed Jensen
                                                     121 La Vista
                                                     Los Alamos, NM 87544

         If to RECO to:                              Renewable Energy Corporation
                                                     Reed Jensen
                                                     121 La Vista
                                                     Los Alamos, NM 87544

         If to Solar to:                             Solar Energy Limited
                                                     Nelson Skalbania
                                                     #2610 - 1066 West Hastings Street
                                                     Vancouver, B.C. V6E 3X2, Canada`

Section 8.5 Entire Agreement;
Amendments; Waivers. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect thereto. This Agreement may not be modified
orally, but only by an agreement in writing signed by the party against whom any waiver or
amendment may be sought to be enforced. No action taken pursuant to this Agreement and no
investigation by or on behalf of any party hereto shall be deemed to constitute a waiver
by such party of compliance with any representation, warranty, covenant or agreement
herein. The waiver by any party hereto of any condition or of a breach of another
provision of this Agreement shall not be construed as a waiver of any other condition or
subsequent breach. The waiver by any party of any part of any condition precedent to its
obligations under this Agreement shall not preclude it from seeking redress for breach of
this Agreement other than with respect to the condition waived.

Section 8.6 Binding Effect.
This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective heirs, legal representatives, successors and permitted assigns. None of
REL, Solar, LARE or RECO shall assign this Agreement or delegate any of its duties
hereunder to any other person or entity without the prior written consent of the other two
parties to this Agreement.

Section 8.7 Headings and
Exhibits. The section and other headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.

Section 8.8 Counterparts. This
Agreement may be executed in any number of counterparts, each of which, when executed,
shall be deemed to be an original and all of which together shall be deemed to be one and
the same Agreement.

Section 8.9 Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the State of
New Mexico, without giving effect to the principles of conflicts of law of such state.

Section 8.10 Arbitration. The
parties hereby submit all controversies, claims, and matters of difference to arbitration
in New Mexico, by a single arbitrator according to the Commercial Arbitration Rules of the
American Arbitration Association from time to time in force. This submission and agreement
to arbitrate shall be specifically enforceable. Without limiting the generality of the
foregoing, the following shall be considered controversies for this purpose: (i) all
questions relating to the breach of any obligation, warranty or condition hereunder,
(ii) all questions relating to representations, negotiations and other proceedings
leading to the execution hereof, (iii) failure of either party to deny or reject
claim or demand from the other party, and (iv) all questions as to whether the right
to arbitrate any question exists. Arbitration may proceed in the absence of either party
if notice of the proceeding has been given to such party. The parties agree to abide by
all awards rendered in such proceedings. Such awards shall be final and binding on all
parties. It is the intention of the parties that the selection of arbitrators, the holding
of the arbitration hearing, and the issuance of the findings of the arbitrators shall all
be accomplished as expeditiously as possible, and the parties shall take all measures
required to proceed in that fashion.

Section 8.11 Future
Fundraising. RECO shall, in the future, use its reasonable efforts to raise
approximately $2,550,000 by selling shares of its capital stock for a purchase price equal
to $5.00 per share. However, RECO shall not have any liability to any party in the event
RECO is unable to raise money in accordance with the previous sentence and may alter the
terms and conditions upon which it raises capital in the future in its sole discretion.

IN WITNESS WHEREOF, the parties have
executed and delivered this Agreement effective as of April 27, 2004.

RENEWABLE ENERGY LIMITED

`By: /s/ Nelson Skalbania
                                                     Name: Nelson Skalbania
                                                     Title:   Director


                                                     LOS ALAMOS RENEWABLE ENERGY, LLC
                                                     By: /s/ David F. Jones
                                                     Name: David F. Jones
                                                     Title:   Managing Member


                                                     RENEWABLE ENERGY CORPORATION

                                                     By: /s/ Reed J. Jensen
                                                     Name: Reed J Jensen
                                                     Title:   President


                                                     SOLAR ENERGY LIMITED
                                                     By: /s/ Tony Tucker
                                                     Name: Tony Tucker
                                                     Title:   Chief Executive Officer`

---

SCHEDULE 3.8 TO STOCK
PURCHASE AGREEMENT

LIST OF ASSETS

`RECO and Solar Equipment Being Transferred to Los Alamos Renewable Energy
          Item                                            Model Number       Serial Number
RECO Equipment
Deere tractor                                                                LV0790G296516
Loader                                                                       W00070C149390
FAX, Printer
Desk
Power Notebook                                                               0038710B110277A
Epson Printer                                              Stylus 740
Imation Floppy                  SuperDisk USB                                AA9810037673-M
Epson Printer                                              Stylus 740
Desk Chair
Desk Chair
Digital Camera                       Sony
Total

All equipment and parts now located at 112  Longview, Los Alamos, NM

Specific Equipment now Belonging to Solar or its Subsidiaries @112 C Longview, Los Alamos, NM
Bridgeport Mill                                                                              J186690
Speedaire 5Z637A                                                                       5Z637A L1/28/99 05302
Vacuum Pump                         Welch                    1402B                             EE021251
Vacuum Pump                         Welch                    1400B                           KJ051477

All equipment and parts belonging to Solar or its subsidiaries now located @ 99 San Marcos, Santa Fe, NM`

---

EXHIBIT A TO STOCK
PURCHASE AGREEMENT

PROMISSORY NOTE

FOR VALUE RECEIVED, Los Alamos
Renewable Energy, LLC, a New Mexico limited liability company (Maker), whose
address is 121 La Vista, Los Alamos, New Mexico 87544, promises to pay to the order of
Renewable Energy Corporation, a New Mexico corporation (Payee), at
Payees principal place of business, 112C Longview, Los Alamos, New Mexico 87544, the
principal sum of $125,000.00, together with interest on the unpaid principal sum from time
to time outstanding at the fixed rate of seven percent (7%) per annum. Interest, based on
a 365-day year, shall be accrued for the number of days the principal sum (or any portion
thereof) is actually outstanding.

This entire balance due under this
Note shall be paid in full on July 31, 2004 in one lump sum installment consisting of
principal and interest that has accrued since the date hereof. All payments on this Note
shall be applied first to the payment of accrued interest, and, after all such interest
has been paid, any remainder shall be applied to reduction of the principal balance. All
amounts payable hereunder are payable in lawful money of the United States of America.

The privilege to prepay all or any
part of the principal sum from time to time without penalty is hereby reserved to Maker,
provided that any such principal prepayment shall be accompanied by all interest then
accrued, if any, and provided, further, that any such principal prepayment shall be
applied to discharge the principal sum payments in the inverse order in which any payments
thereon would otherwise become due.

This Note shall be governed as to
validity, interpretation, construction, effect and in all other respects by the laws and
decisions of the State of New Mexico. Maker agrees that the federal and state courts
located in the State of New Mexico shall have subject matter jurisdiction to entertain any
action brought to enforce or collect upon this Note and, by execution hereof, voluntarily
submits to personal jurisdiction of such courts; provided, however, such jurisdiction
shall not be exclusive and, at its option, Payee may commence such action in any other
court which otherwise has jurisdiction.

Maker waives demand for payment,
presentment for payment, notice of nonpayment or dishonor, protest and notice of protest,
and agrees to any extension of time of payment and partial payments before, at, or after
maturity. No renewal or extension of this Note, no release or surrender of any security
for this Note, no release of any person liable hereon, no delay in the enforcement hereof,
and no delay or omission in exercising any right or power hereunder, shall affect the
liability of Maker. No delay or omission by Payee in exercising any power or right
hereunder shall impair such right or power or be construed to be a waiver of any default,
nor shall any single or partial exercise of any power or right hereunder preclude any or
full exercise thereof or the exercise of any other right or power. Each legal holder
hereof shall have and may exercise all the rights and powers given to Payee herein. At the
option of Payee, the unpaid balance of this Note shall become immediately due and payable,
without notice or demand, if Maker defaults on any obligation under this Note and such
default is continuing ten (10) days after written notice of such default from Payee to
Maker.

LOS
ALAMOS RENEWABLE ENERGY, LLC,

a
New Mexico limited liability company

By:
/s/ David F. Jones

Name:
David F. JonesTitle: Managing Member