FIRST
        AMENDMENT TO 

      THE
        CREDIT FACILITY AGREEMENT

      


      This
        First Amendment to the Credit Facility Agreement (this “Amendment”) is entered
        into and effective as of November 3, 2006 by and among Solar Power, Inc.,
        a
        California corporation (“SPI-California”) and Solar Power, Inc., formerly Welund
        Fund, Inc., a Nevada corporation (“SPI-Nevada”). SPI-Nevada and SPI-California
        are also each individually referred to herein as a “Party” and collectively as
        the “Parties.”

      


      RECITALS

      


      WHEREAS,
        SPI-Nevada and SPI-California are parties to that certain Credit Facility
        Agreement dated as of September 19, 2006 (the “Credit Facility
        Agreement”);

      


      WHEREAS,
        SPI-Nevada and SPI-California desire to amend the Credit Facility Agreement
        to
        increase the maximum amount available under the revolving line of credit
        from
        $2,000,000 to $2,500,000; and 

      


      WHEREAS,
        capitalized terms not otherwise defined herein shall have the meanings ascribed
        to them in the Credit Facility Agreement.

      


      AGREEMENT

      


      NOW,
        THEREFORE, in consideration of the foregoing premises, the mutual agreements
        set
        forth below, and other good and valuable consideration, the receipt and
        sufficiency of which is hereby acknowledged, the parties hereby agree as
        follows:

      


      1.   Section
        1
        of the Credit Facility Agreement is hereby amended and restated as
        follows:

      


      “1.
    Purpose.

      


      Welund
        and SPI are parties to a certain Agreement and Plan of Merger dated as of
        August
        23, 2006, by and among Welund, SPI and Welund Acquisition Corp. (the “Merger
        Sub”), a Nevada corporation and wholly owned subsidiary of Welund (the “Merger
        Agreement”). Pursuant to the Merger Agreement, the parties contemplate that SPI
        will merge into the Merger Sub with SPI as the surviving entity (the “Merger”).
        Welund has conducted a private placement offering in the aggregate amount
        of
        $16,000,000 in order to raise working capital to be used by SPI upon the
        consummation of the Merger. SPI is currently in need of working capital.
        Welund
        desires to provide working capital to SPI and SPI desires to draw upon the
        Welund commitment to provide a revolving line of credit for up to an aggregate
        of Two Million Five Hundred Thousand Dollars ($2,500,000) for such purposes,
        pursuant to the terms and conditions of this Agreement.”

      


      2.
  The
        definition of “Revolving Loan Commitment” under Section 2 of the Credit Facility
        Agreement is hereby amended and restated as follows:

      


      “Revolving
        Loan Commitment”
means
        the commitment of Welund to make one or more Revolving Loans hereunder during
        the Revolving Loan Availability Period, expressed as an amount representing
        the
        maximum aggregate principal amount of the Revolving Loans to be made by Welund
        which shall be outstanding at any one time hereunder. The aggregate amount
        of
        the Revolving Loan Commitment is $2,500,000.”

      



      
        
           

        

        
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      3.   Section
        1
        of the Form of Promissory Note, attached as Exhibit
        A
        to the
        Credit Facility Agreement is hereby amended and restated as
        follows:

      


      “1.  Obligation.
        The
        Borrower hereby promises to pay to the order of Lender or Holder on or before
        the Maturity Date, at Lender's principal place of business, or at such other
        place as Holder may direct, the principal sum of TWO MILLION FIVE HUNDRED
        THOUSAND Dollars ($2,500,000.00) or so much thereof as may be advanced and
        outstanding, together with all interest accrued on unpaid principal, to be
        computed on each Advance from the date of its disbursement to Borrower, at
        a
        rate equal to eight percent (8%) simple interest per annum, as provided in
        the
        Credit Agreement. The outstanding principal amount of this Note, together
        with
        accrued interest thereon, shall be due and payable in full on the Maturity
        Date.
        The outstanding unpaid principal balance of this Note at any time shall be
        the
        total principal amounts advanced hereunder by Holder less the amounts of
        payments of principal made hereon by Borrower, which balance may be endorsed
        hereon from time to time by Holder in accordance with Section 2.”

      


      4.
  The
        parties hereby agree that the upon the consummation of the proposed merger
        of
        SPI and Dale Renewables Consulting, Inc., a California corporation (“DRCI”), as
        collateral for the advances made by SPI under the Revolving Loan Commitment,
        SPI-Nevada shall have a security interest in all assets of DRCI acquired
        by SPI
        or otherwise transferred to SPI. 

      


      5.
  Except
        as
        expressly modified by the provisions hereof, the Credit Facility Agreement
        is in
        all respects ratified and confirmed, and shall continue in full force and
        effect
        in accordance with its terms. To the extent that there are any inconsistencies
        between this Amendment and the Credit Facility Agreement, the terms and
        provisions of this Amendment shall prevail.

      


      6.
  The
        Credit Facility Agreement and this Amendment, taken as a whole, shall supersede
        any and all agreements, either oral or written, between the Parties with
        respect
        to their subject matter. Each Party acknowledges that no representations,
        inducements, promises, or agreements, orally or otherwise, have been made
        by any
        Party or anyone acting on behalf of any Party, which are not embodied herein,
        in
        the Credit Facility Agreement and that no other agreement, statement, or
        promise
        shall be valid or binding. 

       

      7.
  This
        Amendment may be executed in one or more counterparts (including by facsimile)
        each of which when so executed will be deemed an original and all of which,
        when
        taken together, will constitute one and the same agreement. 

      


      


      


      


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        OF PAGE INTENTIONALLY LEFT BLANK)

      



      
        
           

        

        
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      IN
        WITNESS WHEREOF, the Parties have executed this Amendment as of the date
        first
        above written.

      


      


      
        	 	
                SOLAR
                  POWER, INC.,
                  a
                  California corporation

              
	 	 
	 	 
	 	
                By:
                  /s/ Stephen
                  C.
                  Kircher                                      
                  

              
	 	
                Name:
                  Stephen
                  C.
                  Kircher                                      
                  

              
	 	
                Title:
                  President                                                        
                  

              
	 	 
	 	 
	 	
                SOLAR
                  POWER, INC.,
                  a
                  Nevada corporation

              
	 	 
	 	 
	 	
                By:
                  /s/ Steve
                  P. Strasser                                          
                  

              
	 	
                Name:
                  Steve
                  P.
                  Strasser                                         
                  

              
	 	
                Title:
                  President                                                        
                  

              


      

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

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