OPEN
      ENERGY CORPORATION

    2006
      EQUITY INCENTIVE PLAN

    STOCK
      OPTION AGREEMENT

    


    Unless
      otherwise defined herein, capitalized terms shall have the meaning set forth
      in
      the Open Energy Corporation 2006 Equity Incentive Plan (the
      "Plan").

    


    1.    NOTICE
      OF STOCK OPTION GRANT

    


    You
      have
      been granted an option to purchase Common Stock, subject to the terms and
      conditions of the Plan and this Option Agreement, as follows:

     

    
      	
              Name
                of Optionee:

            	 
	
              Total Number of Shares Granted:

            	 
	
              Type
                of Option:

            	
              o Nonstatutory
                Stock Option

              o Incentive
                Stock Option

            
	
              Exercise
                Price per Share:

            	
              $ 

            
	
              Grant
                Date:

            	 
	
              Vesting Commencement Date:

            	 
	
              Vesting
                Schedule:

            	
              This
                option may be exercised, in whole or in part, in accordance with
                the
                following schedule:

              [___]%
                of the Shares subject to the option shall vest [__] months
                after the Vesting Commencement Date, and [__]%
                of the Shares subject to the option shall vest each [year/quarter/month]
                thereafter, subject to the optionee continuing to be a Service Provider
                on
                such dates.

            
	
              Termination
                Period:

            	
              This
                option may be exercised for three months after the optionee's Termination
                Date, except that if the Optionee's Termination of Service is for
                Cause,
                this option shall terminate on the Termination Date. Upon the death
                or
                Disability of the optionee, this option may be exercised for
                12 months after the optionee's Termination Date. Special termination
                periods are set forth in Sections 2.3(B), 2.9, and 2.10 below. In
                no event
                may this option be exercised later than the Term of Award/Expiration
                Date
                provided below.

            
	
              Term
                of Award/Expiration Date:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.    AGREEMENT

    


    2.1    Grant
      of Option.
      The
      Administrator hereby grants to the optionee named in the Notice of Stock Option
      Grant attached as Part I of this Option Agreement (the "Optionee") an option
      (the "Option") to purchase the number of Shares, as set forth in the Notice
      of
      Stock Option Grant, at the exercise price per Share set forth in the Notice
      of
      Stock Option Grant (the "Exercise Price"), subject to the terms and conditions
      of this Option Agreement and the Plan. This Option is intended to be a
      Nonstatutory Stock Option ("NSO") or an Incentive Stock Option ("ISO"), as
      provided in the Notice of Stock Option Grant.

    


    2.2    Exercise
      of Option.

    


    (A)    Vesting/Right
      to Exercise.
      This
      Option is exercisable during its term in accordance with the Vesting Schedule
      set forth in Section 1 and the applicable provisions of this Option
      Agreement and the Plan. In no event will this Option become exercisable for
      additional Shares after a Termination of Service for any reason. Notwithstanding
      the foregoing, this Option becomes exercisable in full if the Company is subject
      to a Change in Control before the Optionee's Termination of Service, and within
      12 months after the Change in Control the Optionee is subject to a Termination
      of Service resulting from: (i) the Optionee's involuntary discharge by the
      Company (or the Affiliate employing him or her) for reasons other than Cause
      (defined below), death or Disability; or (ii) the Optionee's resignation for
      Good Reason (defined below). This Option may also become exercisable in
      accordance with Section 2.11 below.

    


    The
      term
      "Cause" shall mean (1) the Optionee's theft, dishonesty, or falsification of
      any
      documents or records of the Company or any Affiliate; (2) the Optionee's
      improper use or disclosure of confidential or proprietary information of the
      Company or any Affiliate that results or will result in material harm to the
      Company or any Affiliate; (3) any action by the Optionee which has a detrimental
      effect on the reputation or business of the Company or any Affiliate; (4) the
      Optionee's failure or inability to perform any reasonable assigned duties after
      written notice from the Company or an Affiliate, and a reasonable opportunity
      to
      cure, such failure or inability; (5) any material breach by the Optionee of
      any
      employment or service agreement between the Optionee and the Company or an
      Affiliate, which breach is not cured pursuant to the terms of such agreement;
      (6) the Optionee's conviction (including any plea of guilty or nolo contendere)
      of any criminal act which impairs the Optionee's ability to perform his or
      her
      duties with the Company or an Affiliate; or (7) violation of a material Company
      policy. The term "Good Reason" shall mean, as determined by the Administrator,
      (A) a material adverse change in the Optionee's title, stature, authority,
      or
      responsibilities with the Company (or the Affiliate employing him or her);
      (B) a
      material reduction in the Optionee's base salary or annual bonus opportunity;
      or
      (C) receipt of notice that the Optionee's principal workplace will be relocated
      by more than 50 miles.

    


    (B)    Method
      of Exercise.
      This
      Option is exercisable by delivering to the Administrator a fully executed
      "Exercise Notice" or by any other method approved by the Administrator. The
      Exercise Notice shall provide that the Optionee is electing to exercise the
      Option, the number of Shares in respect of which the Option is being exercised
      (the "Exercised Shares"), and such other representations and agreements as
      may
      be required by the Administrator. Payment of the full aggregate Exercise Price
      as to all Exercised Shares must accompany the Exercise Notice. This Option
      shall
      be deemed exercised upon receipt by the Administrator of such fully executed
      Exercise Notice accompanied by such aggregate Exercise Price. The Optionee
      is
      responsible for filing any reports of remittance or other foreign exchange
      filings required in order to pay the Exercise Price.

    


    
      
        
        

      

      
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    2.3    Limitation
      on Exercise.

    


    (A)    The
      grant
      of this Option and the issuance of Shares upon exercise of this Option are
      subject to compliance with all Applicable Laws. This Option may not be exercised
      if the issuance of Shares upon exercise would constitute a violation of any
      Applicable Laws. In addition, this Option may not be exercised unless (i) a
      registration statement under the Securities Act of 1933, as amended (the
      "Securities Act") is in effect at the time of exercise of this Option with
      respect to the Shares; or (ii) in the opinion of legal counsel to the Company,
      the Shares issuable upon exercise of this Option may be issued in accordance
      with the terms of an applicable exemption from the registration requirements
      of
      the Securities Act. The
      Optionee is cautioned that unless the foregoing conditions are satisfied, the
      Optionee may not be able to exercise the Option when desired even though the
      Option is vested.
      As a
      further condition to the exercise of this Option, the Company may require the
      Optionee to satisfy any qualifications that may be necessary or appropriate,
      to
      evidence compliance with any applicable law or regulation and to make any
      representation or warranty with respect thereto as may be requested by the
      Company. Any Shares that are issued will be "restricted securities" as that
      term
      is defined in Rule 144 under the Securities Act, and will bear an appropriate
      restrictive legend, unless they are registered under the Securities Act. The
      Company is under no obligation to register the Shares issuable upon exercise
      of
      this Option.

    


    (B)    Special
      Termination Period.
      If
      exercise of the Option on the last day of the termination period set forth
      in
      Section 1 is prevented by operation of paragraph (A) of this Section 2.3,
      then this Option shall remain exercisable until 14 days after the first date
      that paragraph (A) no longer operates to prevent exercise of the
      Option.

    


    2.4    Method
      of Payment.
      Payment
      of the aggregate Exercise Price shall be by any of the following methods;
      provided, however, the payment shall be in strict compliance with all procedures
      established by the Administrator:

    


    (A)    cash;

    


    (B)    check
      or
      wire transfer;

    


    (C)    subject
      to any conditions or limitations established by the Administrator, other Shares
      that have a Fair Market Value on the date of surrender or attestation equal
      to
      the aggregate Exercise Price;

    


    (D)    consideration
      received by the Company under a broker-assisted sale and remittance program
      acceptable to the Administrator (Officers and Directors shall not be permitted
      to use this procedure if this procedure would violate Section 402 of the
      Sarbanes-Oxley Act of 2002, as amended);

    


    (E)    subject
      to any conditions or limitations established by the Administrator, retention
      by
      the Company of so many of the Shares that would otherwise have been delivered
      upon exercise of the Option as have a Fair Market Value on the exercise date
      equal to the aggregate exercise price of all Shares as to which the Option
      is
      being exercised, provided that the Option is surrendered and cancelled as to
      such Shares; or

    


    
      
        
        

      

      
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    (F)    any
      combination of the foregoing methods of payment.

    


    2.5    Leave
      of Absence.
      The
      Optionee shall not incur a Termination of Service when the Optionee goes on
      a
      bona fide leave of absence, if the leave was approved by the Company (or
      Affiliate employing him or her) in writing and if continued crediting of service
      is required by the terms of the leave or by applicable law. The Optionee shall
      incur a Termination of Service when the approved leave ends, however, unless
      the
      Optionee immediately returns to active work.

    


    For
      purposes of ISOs, no leave of absence may exceed three months, unless the right
      to reemployment upon expiration of such leave is provided by statute or
      contract. If the right to reemployment is not so provided by statute or
      contract, the Optionee will be deemed to have incurred a Termination of Service
      on the first day immediately following such three-month period of leave for
      ISO
      purposes and this Option shall cease to be treated as an ISO and shall terminate
      upon the expiration of the three-month period that begins the date the
      employment relationship is deemed terminated.

    


    2.6    Non-Transferability
      of Option.
      This
      Option may not be transferred in any manner other than by will or by the laws
      of
      descent and distribution, and may be exercised during the lifetime of the
      Optionee only by the Optionee. The terms of this Option Agreement and the Plan
      shall be binding upon the executors, administrators, heirs, successors, and
      assigns of the Optionee. This Option may not be assigned, pledged, or
      hypothecated by the Optionee whether by operation of law or otherwise, and
      is
      not subject to execution, attachment, or similar process. Notwithstanding the
      foregoing, if this Option is designated as a Nonstatutory Stock Option, the
      Administrator may, in its sole discretion, allow the Optionee to transfer this
      Option as a gift to one or more family members. For purposes of this Option
      Agreement, "family member" means a child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
      or
      sister-in-law (including adoptive relationships), any individual sharing the
      Optionee's household (other than a tenant or employee), a trust in which one
      or
      more of these individuals have more than 50% of the beneficial interest, a
      foundation in which the Optionee or one or more of these persons control the
      management of assets, and any entity in which the Optionee or one or more of
      these persons own more than 50% of the voting interest. Notwithstanding the
      foregoing, during any California Qualification Period, this Option may not
      be
      transferred in any manner other than by will, by the laws of descent and
      distribution, or, if it is designated as a Nonstatutory Stock Option, as
      permitted by Rule 701 of the Securities Act of 1933, as amended, as the
      Administrator may determine in its sole discretion.

    


    2.7    Term
      of Option.
      This
      Option may be exercised only within the term set out in the Notice of Stock
      Option Grant, and may be exercised during such term only in accordance with
      this
      Option Agreement and the Plan.

    


    
      
        
        

      

      
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    2.8    Tax
      Obligations.

    


    (A)    Withholding
      Taxes.
      The
      Optionee shall make appropriate arrangements with the Administrator for the
      satisfaction of all applicable Federal, state, local, and foreign income taxes,
      employment tax, and any other taxes that are due as a result of the Option
      exercise. With the Administrator's consent, these arrangements may include
      withholding Shares that otherwise would be issued to the Optionee pursuant
      to
      the exercise of this Option. The Company may refuse to honor the exercise and
      refuse to deliver Shares if such withholding amounts are not delivered at the
      time of exercise.

    


    (B)    Notice
      of Disqualifying Disposition of ISO Shares.
      If the
      Option is an ISO, and if the Optionee sells or otherwise disposes of any of
      the
      Shares acquired pursuant to the exercise of the ISO on or before the later
      of
      (i) the date two years after the Grant Date, or (ii) the date one year
      after the date of exercise, the Optionee shall immediately notify the
      Administrator in writing of such disposition. The Optionee may be subject to
      income tax withholding by the Company on the compensation income recognized
      by
      the Optionee.

    


    2.9    Special
      Termination Period if the Optionee Subject to Section 16(b).
      If a
      sale within the applicable termination period set forth in Section 1 of
      Shares acquired upon the exercise of this Option would subject the Optionee
      to
      suit under Section 16(b) of the Exchange Act, this Option shall remain
      exercisable until the earliest to occur of (i) the tenth day following the
      date
      on which a sale of such shares by the Optionee would no longer be subject to
      such suit, (ii) the 190th day after the Optionee's Termination of Service,
      or
      (iii) the Expiration Date.

    


    2.10    Special
      Termination Period if the Optionee Subject to Blackout Period.
      The
      Company has established an Insider Trading Policy (as such policy may be amended
      from time to time, the "Policy") relative to trading while in possession of
      material, undisclosed information. The Policy prohibits officers, directors,
      employees, and consultants of the Company and its subsidiaries from trading
      in
      securities of the Company during certain "Blackout Periods" as described in
      the
      Policy. If the last day of the termination period set forth in Section 1 is
      during such a Blackout Period, then this Option shall remain exercisable until
      14 days after the first date that there is no longer in effect a Blackout Period
      applicable to the Optionee.

    


    2.11    Change
      in Control.
      Upon a
      Change in Control before the Optionee's Termination of Service, the Option
      will
      be assumed or an equivalent option or right substituted by the successor
      corporation or a parent or subsidiary of the successor corporation. If the
      successor corporation refuses to assume or substitute for the Option, then
      immediately before and contingent on the consummation of the Change in Control,
      the Optionee will fully vest in and have the right to exercise the Option.
      In
      addition, if the Option becomes fully vested and exercisable in lieu of
      assumption or substitution in the event of a Change in Control, the
      Administrator will notify the Optionee in writing or electronically that the
      Option will be fully vested and exercisable for a period determined by the
      Administrator in its sole discretion, and the Option will terminate upon the
      expiration of such period.

    


    2.12    Restrictions
      on Resale.
      The
      Optionee shall not sell any Shares at a time when Applicable Law, Company
      policies or an agreement between the Company and its underwriters prohibit
      a
      sale. This restriction shall apply as long as the Optionee is a Service Provider
      and for such period after the Optionee's Termination of Service as the
      Administrator may specify.

    


    
      
        
        

      

      
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    2.13    Lock-Up
      Agreement.
      In
      connection with any underwritten public offering of Shares made by the Company
      pursuant to a registration statement filed under the Securities Act, the
      Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant
      any
      option to purchase or make any short sale of, or otherwise dispose of any Shares
      (including but not limited to Shares subject to this Option) or any rights
      to
      acquire Shares of the Company for such period beginning on the date of filing
      of
      such registration statement with the Securities and Exchange Commission and
      ending at the time as may be established by the underwriters for such public
      offering; provided, however, that such period shall end not later than 180
      days
      from the effective date of such registration statement. The foregoing limitation
      shall not apply to shares registered for sale in such public
      offering.

    


    2.14    Entire
      Agreement; Governing Law.
      This
      Option Agreement and the Plan constitute the entire agreement of the parties
      with respect to the subject matter hereof and supersede in their entirety all
      prior undertakings and agreements of the Company and Optionee with respect
      to
      the subject matter hereof, and may not be modified adversely to the Optionee's
      interest except by means of a writing signed by the Company and Optionee. This
      Option Agreement is governed by the internal substantive laws, but not the
      choice of law rules, of California.

    


    2.15    No
      Guarantee of Continued Service.
      The
      vesting of the Option pursuant to the Vesting Schedule hereof is earned only
      by
      continuing as a Service Provider at the will of the Company (and not through
      the
      act of being hired, being granted an Option, or purchasing Shares hereunder).
      This Option Agreement, the transactions contemplated hereunder, and the Vesting
      Schedule set forth herein constitute neither an express nor an implied promise
      of continued engagement as a Service Provider for the vesting period, for any
      period, or at all, and shall not interfere with Optionee's right or the
      Company's right to terminate Optionee's relationship as a Service Provider
      at
      any time, with or without Cause.

    


    
      
        
        

      

      
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    By
      the
      Optionee's signature and the signature of the Company's representative below,
      the Optionee and the Company agree that this Option is granted under and
      governed by the terms and conditions of this Option Agreement and the Plan.
      The
      Optionee has reviewed this Option Agreement and the Plan in their entirety,
      has
      had an opportunity to obtain the advice of counsel before executing this Option
      Agreement and fully understands all provisions of this Option Agreement and
      the
      Plan. The Optionee hereby agrees to accept as binding, conclusive, and final
      all
      decisions or interpretations of the Administrator upon any questions relating
      to
      this Option Agreement and the Plan.

    


    The
      Optionee further agrees that the Company may deliver all documents relating
      to
      the Plan or this Option (including prospectuses required by the Securities
      and
      Exchange Commission), and all other documents that the Company is required
      to
      deliver to its security holders or the Optionee (including annual reports,
      proxy
      statements and financial statements), either by e-mail or by e-mail notice
      of a
      Web site location where those documents have been posted. The Optionee may
      at
      any time (i) revoke this consent to e-mail delivery of those documents;
      (ii) update the e-mail address for delivery of those documents;
      (iii) obtain at no charge a paper copy of those documents, in each case by
      writing the Company at 514 Via De La Valle, Suite 200, Solana Beach, CA 92075.
      The Optionee may request an electronic copy of any of those documents by
      requesting a copy from oecinfo@openenergycorp.com. The Optionee understands
      that
      an e-mail account and appropriate hardware and software, including a computer
      or
      compatible cell phone and an Internet connection, will be required to access
      documents delivered by e-mail.

     

    
      	
              OPTIONEE:

               

              _________________________________

              Signature

               

              _________________________________

              Print
                Name

               

              _________________________________

              Residence
                Address

            	
              OPEN
                ENERGY CORPORATION

               

              By:_________________________________

               

               

              Its:_________________________________

            


    

    


    
      
        
        

      

      
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